Under Armour, Inc. Sample Contracts
UNDER ARMOUR, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 27, 2020 1.50% Convertible Senior Notes due 2024Indenture • May 28th, 2020 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
INDENTURE dated as of May 27, 2020 between UNDER ARMOUR, INC., a Maryland corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Standard Contracts
UNDER ARMOUR, INC. Underwriting AgreementUnderwriting Agreement • June 13th, 2016 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
Under Armour, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), $600,000,000 principal amount of its 3.250% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 13, 2016 (the “Base Indenture”) between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented and amended by a Supplemental Indenture to be dated as of June 13, 2016 between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
Dealer] [Dealer Address] [Dealer Address]Call Option Transaction • May 28th, 2020 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___] (“Dealer”) and Under Armour, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Underwriting AgreementUnderwriting Agreement • May 24th, 2006 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
Certain stockholders, named in Schedule II hereto (the “Selling Stockholders”), of Under Armour, Inc., a Maryland corporation (the “Company”), propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,263,165 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,089,477 additional shares (the “Optional Shares”) of Class A Common Stock, par value $.0003 1/3 per share (“Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 27th, 2012 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl
This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made as of the day of , , between Under Armour, Inc., a corporation organized under the laws of the State of Maryland (together with its affiliates, the “Company”), and (“Executive”).
Form of Option Grant AgreementOption Grant Agreement • February 27th, 2012 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
WHEREAS, the Company has adopted and maintains the Amended and Restated 2005 Omnibus Long-Term Incentive Plan (the “Plan”), attached hereto as Attachment A, or otherwise delivered or made available to Grantee, to promote the interests of the Company and its stockholders by providing key employees and others with an appropriate incentive to encourage them to continue in the employ or service of the Company and to improve the growth and profitability of the Company;
CREDIT AGREEMENT dated as of May 29, 2014 among UNDER ARMOUR, INC. The Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent PNC BANK, NATIONAL ASSOCIATION as Syndication Agent and BANK OF...Credit Agreement • June 2nd, 2014 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
CREDIT AGREEMENT (this “Agreement”) dated as of May 29, 2014 among UNDER ARMOUR, INC., the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent, and BANK OF AMERICA, N.A., SUNTRUST BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
EMPLOYEE CONFIDENTIALITY, NON-COMPETITION, AND NON-SOLICITATION AGREEMENTEmployee Confidentiality, Non-Competition, and Non-Solicitation Agreement • May 10th, 2018 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Confidentiality, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is entered into this 20th day of February, 2018, by Under Armour, Inc. (together with its affiliates, the “Company”) and Paul Fipps (“Employee”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 23rd, 2017 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl
This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made as of the _________ day of __________, 20__, between Under Armour, Inc., a corporation organized under the laws of the State of Maryland (together with its affiliates, the “Company”), and _________________ (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 28th, 2007 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
This Executive Employment Agreement (this “Agreement”) is made effective September 30, 2003, by and between KP Sports, Inc., a Maryland corporation doing business as Under Armour Performance Apparel (hereinafter, the “Company”), and J. Scott Plank (hereinafter, the “Executive”). For purposes hereof, the Company and the Executive are referred to collectively as the “Parties” and, individually, as a “Party.”
OFFICE LEASE by and between HULL POINT, LLC (Landlord) and K.P. SPORTS, INC. d/b/a Under Armour Performance Apparel (Tenant)Office Lease • November 15th, 2005 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
THIS LEASE is made on this day of March, 2002 (the “Effective Date”), by and between HULL POINT, LLC, a Maryland limited liability company (the “Landlord”), and KP SPORTS, INC., a Maryland corporation, d/b/a Under Armour Performance Apparel (the “Tenant”).
THIRD AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN TIME BASED OPTION GRANT AGREEMENTTime Based Option Grant Agreement • February 26th, 2020 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
WHEREAS, the Company has adopted the Third Amended and Restated 2005 Omnibus Long‑Term Incentive Plan as amended (the “Plan”), which has been delivered or made available to Grantee, to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
THIRD AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN TIME BASED RESTRICTED STOCK UNIT GRANT AGREEMENTTime Based Restricted Stock Unit Grant Agreement • May 24th, 2023 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
THIS AGREEMENT, made as of February 27, 2023, (the “Agreement”) between UNDER ARMOUR, INC. (the “Company”) and Stephanie C. Linnartz (the “Grantee”).
Underwriting AgreementUnderwriting Agreement • November 15th, 2005 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
Under Armour, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 9,500,000 shares of Class A Common Stock, par value $.00031/3 per share (“Stock”), of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • February 22nd, 2016 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
WHEREAS, the Company has adopted the Second Amended and Restated 2005 Omnibus Long‑Term Incentive Plan as amended (the “Plan”), which has been delivered or made available to Grantee, to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
180,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among UNDER ARMOUR, INC., THE LENDERS PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, SUNTRUST BANK, as Syndication Agent and COMPASS BANK, as Documentation Agent...Credit Agreement • November 29th, 2011 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Pennsylvania
THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of January 28, 2009 and is made by and among UNDER ARMOUR, INC., a Maryland corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”), SUNTRUST BANK, as Syndication Agent, and COMPASS BANK, as Documentation Agent.
OPTION GRANT AGREEMENTOption Grant Agreement • February 28th, 2018 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
WHEREAS, the Company has adopted the Second Amended and Restated 2005 Omnibus Long‑Term Incentive Plan as amended (the “Plan”), which has been delivered or made available to Grantee, to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
TIME BASED RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • February 26th, 2020 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
WHEREAS, the Company has adopted the Third Amended and Restated 2005 Omnibus Long‑Term Incentive Plan, as amended (the “Plan”), which has been delivered or made available to Grantee, to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
BUY-SELL AGREEMENTBuy-Sell Agreement • October 12th, 2005 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
THIS BUY-SELL AGREEMENT (hereinafter referred to as the “Agreement”) is made this 30th day of September, 2003, by and between Kevin A. Plank (the “Employee”) and KP SPORTS, INC., a Maryland corporation (the “Company”).
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • February 27th, 2012 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
THIS AGREEMENT, made as of this 1st day of June, 2010 (the “Agreement”), between UNDER ARMOUR, INC. (the “Company”) and Henry Stafford (the “Grantee”).
EMPLOYEE CONFIDENTIALITY, NON-COMPETITION, AND NON-SOLICITATION AGREEMENTEmployee Confidentiality, Non-Competition, and Non-Solicitation Agreement • February 27th, 2012 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Confidentiality, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is entered into this day of , , by Under Armour, Inc. (together with its affiliates, the “Company”) and (“Employee”).
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • February 22nd, 2016 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
THIS AGREEMENT, made as of this 9th day of February, 2016, (the “Agreement”) between UNDER ARMOUR, INC. (the “Company”) and Robin Thurston (the “Grantee”).
AGREEMENT OF SUBLEASE By and between CORPORATE HEALTHCARE FINANCING, INC. T/A PERFORMAX (as Sublandlord) and KP SPORTS, INC. t/b/a UNDER ARMOUR PERFORMANCE APPAREL (as Subtenant)Sublease Agreement • November 15th, 2005 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
THIS AGREEMENT OF SUBLEASE (this “Sublease”), made effective the 1st day of June, 2004, by and between Corporate Healthcare Financing, Inc., T/A Performax, with an address at 1030 Hull Street, Baltimore, Maryland (hereinafter referred to as “Sublandlord”) and KP Sports, Inc., a Maryland corporation d/b/a Under Armour Performance Apparel, with an address at 1020 Hull Street, 3rd Floor, Baltimore, Maryland 21230 (hereinafter referred to as “Subtenant”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement • August 8th, 2024 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Confidential Separation Agreement and General Release (“Agreement”) is entered into between Under Armour, Inc. (the “Company”) and Lisa Collier (“Employee”) (collectively, the “Parties”). Addendum No. 1 includes certain provisions required in specific states, and to the extent that the law of a state referenced in the Addendum applies, that reference is incorporated into this Agreement.
FOURTH AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN TIME BASED RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • May 29th, 2024 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
WHEREAS, the Company has adopted the Fourth Amended and Restated 2005 Omnibus Long‑Term Incentive Plan, as may be further amended and restated (the “Plan”), which has been delivered or made available to the Grantee, to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
EXECUTIVE EMPLOYEE CONFIDENTIALITY, NON- COMPETITION, AND NON-SOLICITATION AGREEMENTExecutive Employee Confidentiality, Non-Competition, and Non-Solicitation Agreement • August 8th, 2023 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Confidentiality, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is entered into on June 26, 2023, by Under Armour, Inc. (“UA” together with its affiliates, the “Company”) and Colin Browne (“Employee”) (collectively with the Company, the “Parties”).
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • February 22nd, 2016 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
WHEREAS, the Company has adopted the Second Amended and Restated 2005 Omnibus Long‑Term Incentive Plan, as amended (the “Plan”), which has been delivered or made available to Grantee, to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
PLEDGE AGREEMENT (Under Armour, Inc.)Pledge Agreement • October 12th, 2005 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS PLEDGE AGREEMENT (this “Agreement”) is made and entered into as of this 28th day of September, 2005, by and between UNDER ARMOUR, INC., a Maryland corporation (“Pledgor”); and THE CIT GROUP/COMMERCIAL SERVICES, INC., a New York corporation, in its capacity as agent (in such capacity, the “Agent”) for the Lenders (as hereinafter defined) under the Financing Agreement (as hereinafter defined).
Performance Based Option Grant AgreementPerformance Based Option Grant Agreement • May 5th, 2010 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
WHEREAS, the Company has adopted and maintains the Amended and Restated 2005 Omnibus Long-Term Incentive Plan (the “Plan”), attached hereto as Attachment A, or otherwise delivered or made available to Grantee, to promote the interests of the Company and its stockholders by providing key employees and others with an appropriate incentive to encourage them to continue in the employ or service of the Company and to improve the growth and profitability of the Company;
AGREEMENT AND MUTUAL GENERAL RELEASEAgreement and Mutual General Release • February 27th, 2012 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
This confidential Agreement and Mutual General Release (“Agreement”) is entered into by and between Under Armour, Inc. (the “Company”) and Mark Dowley (“Executive”), each a “Party” and collectively the “Parties,” to resolve any and all disputes concerning Executive’s services for and relationship with the Company both presently as an employee and previously as an independent consultant, and Executive’s separation from employment on close of business on May 1, 2011 (“Separation Date”). The Effective Date of this Agreement is the eighth day after Executive signs it, on the condition that Executive does not revoke it, as described below. Accordingly, in exchange for the consideration and mutual promises set forth herein, the parties do hereby agree as follows:
EMPLOYEE CONFIDENTIALITY, NON-COMPETITION, AND NON-SOLICITATION AGREEMENTEmployee Confidentiality, Non-Competition, and Non-Solicitation Agreement • May 4th, 2011 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Confidentiality, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is entered into this 12th day of April, 2010, by Under Armour, Inc. (together with its affiliates, the “Company”) and Henry Stafford (“Employee”).
SECOND AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN PERFORMANCE BASED RESTRICTED STOCK UNIT GRANT AGREEMENTPerformance Based Restricted Stock Unit Grant Agreement • February 25th, 2019 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
WHEREAS, the Company has adopted the Second Amended and Restated 2005 Omnibus Long-Term Incentive Plan, as amended (the “Plan”), which has been delivered or made available to Grantee, to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
THIRD AMENDMENT TO LEASELease • August 5th, 2011 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of June 23, 2004 by and between HULL POINT, LLC, a Maryland limited liability company (“Landlord”) and KP SPORTS, INC., a Maryland corporation, d/b/a Under Armour Performance Apparel (“Tenant”).
SIXTH AMENDMENT TO LEASELease • August 5th, 2011 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl
THIS SIXTH AMENDMENT TO LEASE (this “Amendment”) is made as of this 1st day of May, 2007, by and between HULL POINT LLC, a Maryland limited liability company (“Landlord”) and UNDER ARMOUR, INC., a Maryland corporation (“Tenant”), formerly known as KP Sports, Inc.
FOURTH AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN PERFORMANCE BASED RESTRICTED STOCK UNIT GRANT AGREEMENTPerformance Based Restricted Stock Unit Grant Agreement • May 29th, 2024 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
WHEREAS, the Company has adopted the Fourth Amended and Restated 2005 Omnibus Long-Term Incentive Plan, as may be further amended and restated (the “Plan”), which has been delivered or made available to the Grantee, to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
