RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • February 20th, 2015 • 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
OPTION GRANT AGREEMENTOption Grant Agreement • February 20th, 2015 • 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
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • February 20th, 2015 • 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
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • February 20th, 2015 • 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
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 20th, 2015 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of February 3, 2015 (the “Agreement Date”), by and among Under Armour, Inc., a Maryland corporation (“Parent”); Marathon Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); MyFitnessPal, Inc., a Delaware corporation (the “Company”); and Fortis Advisors LLC, a Delaware limited liability company, as the Securityholders’ Agent (as defined in Section 10.1). Certain capitalized terms used in this Agreement are defined in Exhibit A.
