meaning of the exemption under Rule
16b-3
of the Exchange Act
; provided that with respect to any
Award intended to qualify as
performance-based
compensation
within the meaning of Section
162(m) of the
Code, as amended by the Tax Cuts and Jobs Act, that is provided pursuant to a written binding contract which was in effect on November
2, 2017, and which was not modified in any
material respect on or after such date, then each Committee member shall also be an
outside
director
within the meaning of Section
162(m) of the
Code
and an outside director within the meaning of Section
162(m) of the Code
.
2.10
Company
means Under Armour, Inc., a Maryland corporation, or any successor corporation.
2.11
Disability
means, unless otherwise stated in the applicable Award Agreement, a physical or mental condition of the Grantee with
respect to which the Grantee is eligible for benefits under a long-term disability plan sponsored by the Company or an Affiliate or would be eligible if the Grantee had purchased coverage under such long-term disability plan;
provided
,
however
, that, with respect to rules regarding expiration of an Incentive Stock Option following termination of the Grantees Service, Disability shall mean the Grantee is unable to engage in any substantial gainful activity by reason of
a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.
2.12
Dividend Equivalent Right
means a right, granted to a Grantee under
Section
13
hereof, to receive cash,
Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.
2.13
[RESERVED]
Effective Date
This Second Amended and Restated 2005 Omnibus Long-Term Incentive Plan is effective February
17, 2015
.
2.14
Exchange Act
means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.
2.15
Fair Market Value
means the value of a share of Stock, determined as follows: if on the grant date the Stock is listed on an
established national or regional stock exchange, is admitted to quotation on The Nasdaq Stock Market, Inc. or is publicly traded on an established securities market, the Fair Market Value of a share of Stock shall be the closing price of the Stock
on such exchange or in such market (if there is more than one such exchange or market, the Committee shall determine the appropriate exchange or market) on the grant date (or if there is no such reported closing price, the Fair Market Value shall be
the mean between the highest bid and lowest asked prices or between the high and low sale prices on such trading day) or, if no sale of Stock is reported for such trading day, on the next preceding day on which any sale shall have been reported. If
the Stock is not listed on such an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value of the Stock as determined by the Committee in good faith using a reasonable valuation method in accordance with
Section 409A of the Code.
2.16
Family Member
means a person who is a spouse, former spouse, child, stepchild, grandchild,
parent, stepparent, grandparent, niece, nephew,
mother-in-law,
father-in-law,
son-in-law,
daughter-in-law,
brother, sister,
brother-in-law,
or
sister-in-law,
including adoptive relationships, of the applicable individual, any person sharing the
applicable individuals household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent
(50%)
of the beneficial interest, a
foundation in which any one or more of these persons (or the applicable individual) control the management of assets, and any other entity in which one or more of these persons (or the applicable individual) own more than fifty percent
(50%)
of the voting interests.
2.17
Grantee
means a person who
receives or holds an Award under the Plan.
A-2