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 2024
Indenture • 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).

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Dealer] [Dealer Address] [Dealer Address]
Under Armour, Inc. • May 28th, 2020 • 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.

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UNDER ARMOUR, INC. Underwriting Agreement
Under Armour, Inc. • June 13th, 2016 • 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”).

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Underwriting Agreement
Underwriting 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”.

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CHANGE IN CONTROL SEVERANCE AGREEMENT
Change 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”).

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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.

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CHANGE IN CONTROL SEVERANCE AGREEMENT
Change 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”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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.”

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THIRD AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN TIME BASED OPTION GRANT AGREEMENT
Time 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

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Form of Option Grant Agreement
Form of Option 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;

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Underwriting Agreement
Underwriting 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”.

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RESTRICTED STOCK UNIT GRANT AGREEMENT
Restricted 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

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OPTION GRANT AGREEMENT
Option 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

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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”).

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THIRD AMENDMENT TO LEASE
Lease • 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”).

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TIME BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Time Based Restricted 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

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THIRD AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN TIME BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
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”).

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325,000,000 CREDIT FACILITY CREDIT AGREEMENT by and among UNDER ARMOUR, INC., (CUSIP 90431FAA4) THE GUARANTORS PARTY HERETO THE LENDERS PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, SUNTRUST BANK, as Syndication Agent and BANK...
Credit Agreement • May 4th, 2011 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland

THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of March 29, 2011 and is made by and among the BORROWER (as hereinafter defined), each of the GUARANTORS (as hereinafter defined), each of 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 BANK OF AMERICA, N.A., as Documentation Agent.

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BUY-SELL AGREEMENT
Buy-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”).

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RESTRICTED STOCK GRANT AGREEMENT
Restricted 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”).

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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)
Agreement of Sublease • 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”).

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THIRD AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN TIME BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Time Based Restricted Stock Unit Grant Agreement • May 24th, 2023 • 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 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

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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...
Intercompany Subordination 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.

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RESTRICTED STOCK UNIT GRANT AGREEMENT
Restricted 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

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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).

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Option Grant Agreement
Option Grant Agreement • February 25th, 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;

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EMPLOYEE CONFIDENTIALITY, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT
Non-Solicitation Agreement • February 21st, 2014 • 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 ____, 2014, by Under Armour, Inc. (together with its affiliates, the “Company”) and __________ (“Employee”).

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EMPLOYEE CONFIDENTIALITY, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT
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”).

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SIXTH AMENDMENT TO LEASE
Lease • 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.

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FIRST AMENDMENT TO LEASE
Lease • November 15th, 2005 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl

THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of Sept. 10, 2002 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”).

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RESTRICTED STOCK UNIT GRANT AGREEMENT
Restricted 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

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EMPLOYEE CONFIDENTIALITY, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT
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”).

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REGISTRATION RIGHTS AGREEMENT AMONG KP SPORTS, INC. (d/b/a UNDER ARMOUR PERFORMANCE APPAREL), ROSEWOOD CAPITAL IV, L.P., ROSEWOOD CAPITAL IV ASSOCIATES, L.P. AND THE OTHER HOLDERS NAMED HEREIN September 30, 2003
Registration Rights Agreement • December 5th, 2005 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 30, 2003 by and between (i) KP Sports, Inc., a Maryland corporation doing business as “Under Armour Performance Apparel” (the “Company”), (ii) the existing stockholders of the Company listed on the signature pages hereto (each individually an “Existing Stockholder” and collectively, the “Existing Stockholders”), and (iii) Rosewood Capital IV, L.P., a Delaware limited partnership, and Rosewood Capital IV Associates, L.P., a Delaware limited partnership (collectively referred to hereinafter as the “Investors” and individually as an “Investor”). The Investors and the Existing Stockholders, together with any other persons who shall hereafter acquire Registrable Securities (as hereinafter defined) and execute a counterpart hereto pursuant to the provisions of, and subject to the restrictions and rights set forth in, this Agreement, are referred to herein collectively as the “Holders” and individually as a

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RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • February 25th, 2010 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland

WHEREAS, the Company has adopted 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 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

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THIRD AMENDED AND RESTATED FINANCING AGREEMENT The CIT Group/Commercial Services, Inc., as Agent Wachovia Bank, National Association, as Documentation Agent, SunTrust Bank, as Syndication Agent, the Lenders that are parties hereto and Under Armour,...
Financing Agreement • December 28th, 2006 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

THE CIT GROUP/ COMMERCIAL SERVICES, INC., a New York corporation, with an office located at Two Wachovia Center, 301 South Tryon Street, 25th Floor, Charlotte, North Carolina 28202 (“CIT” and, together with the lenders listed on the signature pages hereof and any other entity becoming a Lender hereunder pursuant to Section 13.4(b) of this Third Amended and Restated Financing Agreement, being herein collectively referred to as the “Lenders” and individually as a “Lender”);

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