UA » Topics » Item 1.01. Entry into a Material Definitive Agreement.

These excerpts taken from the UA 10-K filed Feb 20, 2009.

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 13, 2009, the revolving credit amount of Under Armour, Inc.’s (the “Company”) credit facility increased from $180,000,000 to $200,000,000 with the addition of Manufacturers and Traders Trust Company (“M&T”) as a lender under the credit facility. Pursuant to the Lender Joinder and Assumption Agreement by M&T dated February 13, 2009, M&T joined the Credit Agreement among PNC Bank, National Association, as Administrative Agent, SunTrust Bank, as Syndication Agent, Compass Bank, as Documentation Agent, certain lenders thereunder, and the Company and its domestic subsidiaries dated January 28, 2009 (the “Credit Agreement”). For a description of the Credit Agreement, see “New Revolving Credit Facility” under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K.

 

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PART III

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.

On February 13, 2009, the revolving credit amount of Under Armour, Inc.’s (the “Company”) credit facility
increased from $180,000,000 to $200,000,000 with the addition of Manufacturers and Traders Trust Company (“M&T”) as a lender under the credit facility. Pursuant to the Lender Joinder and Assumption Agreement by M&T dated
February 13, 2009, M&T joined the Credit Agreement among PNC Bank, National Association, as Administrative Agent, SunTrust Bank, as Syndication Agent, Compass Bank, as Documentation Agent, certain lenders thereunder, and the Company and its
domestic subsidiaries dated January 28, 2009 (the “Credit Agreement”). For a description of the Credit Agreement, see “New Revolving Credit Facility” under Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” of this Form 10-K.

 


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PART III

FACE="Times New Roman" SIZE="2">ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

FACE="Times New Roman" SIZE="2">The information required by this Item regarding directors is incorporated herein by reference from the 2009 Proxy Statement, under the headings “NOMINEES FOR ELECTION AT THE ANNUAL MEETING,” “CORPORATE
GOVERNANCE AND RELATED MATTERS: Audit Committee” and “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.” Information required by this Item regarding executive officers is included under “Executive Officers of the
Registrant” in Part 1 of this Form 10-K.

Code of Ethics

FACE="Times New Roman" SIZE="2">We have a written code of ethics in place that applies to all our employees, including our principal executive officer, principal financial officer, and principal accounting officer and controller. A copy of our
ethics policy is available on our website: www.underarmour.com. We are required to disclose any change to, or waiver from, our code of ethics for our senior financial officers. We intend to use our website as a method of disseminating this
disclosure as permitted by applicable SEC rules.

This excerpt taken from the UA 8-K filed Dec 28, 2006.

Item 1.01. Entry into a Material Definitive Agreement.

On December 22, 2006, Under Armour, Inc. (the “Company”) entered into the Third Amended and Restated Financing Agreement among The CIT Group/Commercial Services, Inc. as Agent, Wachovia Bank, National Association, as Documentation Agent, Sun Trust Bank, as Syndication Agent and the Company and its domestic subsidiaries (the “Financing Agreement”). The Financing Agreement has a term of five years, provides for a revolving credit line of up to $100,000,000 based on the Company’s borrowing base as set forth in the Agreement, may be used for working capital and general corporate purposes and is collateralized by substantially all of the assets of the Company and its domestic subsidiaries (other than their trademarks). Up to $10,000,000 of the facility may be used to support letters of credit. If the net availability under the Financing Agreement falls below certain thresholds as set forth in the Agreement, the Company shall be required to maintain a certain leverage ratio and fixed charge coverage ratio as set forth in the Agreement. The Financing Agreement also provides the lenders with the ability to reduce the available revolving credit line amount under certain conditions even if the Company is in compliance with all conditions of the Agreement.

The revolving credit facility bears interest based on the daily balance outstanding at the Company’s choice of either LIBOR plus an applicable margin (varying from 1.0% to 2.0%) or the JPMorgan Chase Bank prime rate plus an applicable margin (varying from 0.0% to 0.50%). The applicable margin is calculated quarterly and varies based on the Company’s pricing leverage ratio as set forth in the Financing Agreement. The revolving credit facility also carries a line of credit fee equal to the available but unused borrowings multiplied by the applicable margin.

The Financing Agreement contains a number of restrictions that limit the Company’s ability, among other things, to pledge its accounts receivable, inventory, trademarks and most of its other assets as security in its borrowings or transactions; pay dividends on stock; redeem or acquire any of its securities; sell certain assets; make certain investments; guaranty certain obligations of third parties; undergo a merger or consolidation; or engage in any line of business materially different from any line of business presently conducted by the Company.

A copy of the Financing Agreement is included as Exhibit 10.1 to this Form 8-K. The descriptions set forth in this report of the terms and conditions of the Financing Agreement are qualified in their entirety by reference to the full text of such agreement.

This excerpt taken from the UA 8-K filed Jun 6, 2006.

Item 1.01. Entry into a Material Definitive Agreement.

Approval of Form of Award Agreements under Director Compensation Plan

On April 7, 2006, the Board of Directors of Under Armour, Inc. (the “Company”) adopted the Under Armour, Inc. 2006 Non-Employee Director Compensation Plan (“Director Compensation Plan”) and the Under Armour, Inc. 2006 Non-Employee Director Deferred Stock Unit Plan (“DSU Plan”), each effective May 31, 2006. The Company filed a Current Report on Form 8-K on April 13, 2006 describing the Director Compensation Plan and the DSU Plan and filed copies of each plan as an exhibit.

On May 31, 2006, the Compensation Committee of the Board of Directors approved the award of stock options, restricted stock units and deferred stock units as provided under the Director Compensation Plan and the DSU Plan and approved the forms of award agreement for stock options and restricted stock units under the Director Compensation Plan.

A copy of the forms of award agreement under the Director Compensation Plan are included as Exhibits 10.1 through 10.3 to this Form 8-K. The descriptions set forth in this report of the terms and conditions of the awards are qualified in their entirety by reference to the full text of such award agreements.

Approval of Restricted Stock Award to Lead Director

On May 3, 2006, the Board of Directors of the Company appointed A.B. Krongard as Lead Director of the Board, with responsibility for chairing the executive sessions of the non-management directors, serving as a liaison between non-management directors and the Company’s management, and other matters as directed by the Board.

On May 31, 2006, the Compensation Committee of the Board granted to Mr. Krongard 2,000 restricted shares of the Company’s Class A Common Stock as compensation for his services as Lead Director. The shares were granted under and in accordance with the terms and conditions of the Under Armour, Inc. 2005 Omnibus Long-Term Incentive Plan (the “2005 Plan”) and vest 100% on the date of the Company’s 2007 annual shareholder meeting, or earlier upon the Lead Director’s death or Disability, or upon a Change in Control, as such terms are defined in the 2005 Plan. The restricted stock will be forfeited if the Lead Director leaves the Board prior to vesting.

A copy of the form of award agreement for this grant is included as Exhibit 10.4 to this Form 8-K. The description set forth in this report of the terms and conditions of the award is qualified in its entirety by reference to the full text of such award agreement.


This excerpt taken from the UA 8-K filed Apr 13, 2006.

Item 1.01. Entry into a Material Definitive Agreement.

On April 7, 2006, the Board of Directors of Under Armour, Inc. (the “Company”) adopted the Under Armour, Inc. 2006 Non-Employee Director Compensation Plan (“Director Compensation Plan”) and the Under Armour, Inc. 2006 Non-Employee Director Deferred Stock Unit Plan (“DSU Plan”), each effective May 31, 2006, the date of the Company’s 2006 Annual Meeting of Stockholders.

Under the Director Compensation Plan, non-employee Directors will receive the following compensation for their services:

Cash Fees

 

Annual retainer for each Director    $20,000
Each Board or Committee meeting attended    $1,000 if attended in person
   $500 if attended by telephone
Annual retainer for Committee Chair   

Audit

   $10,000

Compensation

   $7,500

Nominating and Corporate Governance

   $5,000

Directors will have the option to defer the value of the annual retainers as deferred stock units (“DSUs”) in accordance with the DSU Plan. Each DSU represents the Company’s obligation to issue one share of the Company’s Class A Common Stock in accordance with the terms of the DSU Plan, with the shares delivered 6 months following the termination of the Director’s Board service or sooner upon the Director’s death or disability.

Restricted Stock Units

Each new non-employee Director will receive an award of restricted stock units valued at $100,000 upon his or her initial election to the Board, with the units vesting in three equal annual installments. Also, each non-employee Director will receive an annual award of restricted stock units valued at $25,000 following each Annual Stockholders’ Meeting, with the units vesting in full at the next year’s Annual Stockholders’ Meeting. The restricted stock units will vest earlier upon the Director’s death or disability or upon a change in control of the Company and will be forfeited if the Director leaves the Board prior to vesting. The receipt of the shares otherwise deliverable upon vesting of the restricted stock units will be deferred into DSUs under the DSU Plan with the shares delivered 6 months following the termination of the Director’s Board service or sooner upon the Director’s death or disability.

Stock Options

Non-employee Directors will also receive an annual stock option grant following each Annual Stockholders’ Meeting, with the option grant covering a number of shares equal in value to


$75,000 on the grant date. The exercise price of the options will be the fair market value of the Company’s Class A Common Stock on the grant date. The options will vest one year from the grant date or earlier upon the Director’s death or disability or upon a change in control of the Company and will be forfeited if the Director leaves the Board prior to vesting.

A copy of the Director Compensation Plan and the DSU Plan is included as Exhibits 10.1 and 10.2 to this Form 8-K. The descriptions set forth in this report of the terms and conditions of the plans are qualified in their entirety by reference to the full text of such plans.

This excerpt taken from the UA 8-K filed Mar 7, 2006.

Item 1.01. Entry into a Material Definitive Agreement.

Under Armour, Inc. Incentive Plan

Under Armour, Inc. (the “Company”) has an annual Incentive Plan (“Plan”) for the Company’s senior executives. A copy of the Plan is attached as Exhibit 10.1 hereto.

Under the Plan, awards are determined for participants based on individual performance and Company performance criteria established by the Compensation Committee of the Board of Directors at the beginning of each Plan year. In addition, the Company’s Chief Executive Officer may receive annual bonuses determined by the Compensation Committee based on the Chief Executive Officer’s individual performance and the Company’s performance using the same general performance criteria framework as set forth in the Plan. The Compensation Committee oversees and reviews the Company’s executive compensation policies and programs, and approves the form and amount of compensation to be paid to senior executives.

In 2005, the Compensation Committee approved a minimum revenue target and operating income as a percentage of revenue targets for determining the amount, if any, of 2005 bonuses payable under the Plan and to the Chief Executive Officer. On March 1, 2006, the Compensation Committee approved 2005 bonuses to senior executives, including the Company’s Chief Executive Officer, based on the criteria previously established.

On March 1, 2006, the Compensation Committee set the minimum revenue target and the range of operating income as a percentage of revenue targets for 2006 bonuses under the Plan and for the Chief Executive Officer.

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