Under Armour 2006 Annual Report Download - page 69

Under Armour, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements—(Continued)
(amounts in thousands, except per share and share amounts)
2000 Stock Compensation Plan
The Company’s 2000 Stock Option Plan (the “2000 Plan”) provided for the issuance of stock options,
restricted stock and other equity awards to officers, directors, key employees and other persons. The 2000 Plan
was terminated and superseded by the 2005 Plan upon the Company’s initial public offering in November 2005.
No further awards may be granted under the 2000 Plan.
Stock options and restricted stock awards under the 2000 Plan generally vest ratably over a two to five year
period. The exercise period for stock options generally does not exceed five years from the date of grant. The
Company generally receives a tax deduction for any ordinary income recognized by a participant in respect to an
award under the 2000 Plan.
Employee Stock Purchase Plan
The Company’s Board of Directors and stockholders approved the Company’s Employee Stock Purchase
Plan (the “ESPP”) in November 2005 effective as of January 1, 2006. The ESPP allows for the purchase of
Class A Common Stock by all eligible employees at a 15% discount from fair market value subject to certain
limits as defined in the ESPP. The maximum number of shares available under the ESPP is 1,000,000 shares.
During the year ended December 31, 2006, 16,916 shares were purchased under the ESPP.
2006 Non-Employee Director Compensation Plan and Deferred Stock Unit Plan
In April 2006, the Board of Directors adopted the Under Armour, Inc. 2006 Non-Employee Director
Compensation Plan (the “2006 Director Compensation Plan”) and the Under Armour, Inc. 2006 Non-Employee
Director Deferred Stock Unit Plan (the “2006 DSU Plan”), each effective May 31, 2006. The 2006 Director
Compensation Plan provides for cash compensation and awards of stock options and restricted stock units to
non-employee Directors of the Company under the 2005 Plan. Non-employee Directors have the option to defer
the value of their annual cash retainers as deferred stock units in accordance with the 2006 DSU Plan. Each new
non-employee Director will receive an award of restricted stock units upon the initial election to the Board, with
the units covering stock valued at $100 on the grant date and vesting in three equal annual installments. In
addition, each non-employee Director will receive, following each annual stockholders’ meeting, an annual grant
under the 2005 Plan of stock options to acquire stock with a value of $75 as of the grant date and an award of
restricted stock units covering stock valued at $25 on the grant date. Each award vests 100% on the date of the
next annual stockholders’ meeting following the grant date.
The receipt of the shares otherwise deliverable upon vesting of the restricted stock units will automatically
defer into deferred stock units under the 2006 DSU Plan. Under the 2006 DSU Plan each deferred stock unit
represents the Company’s obligation to issue one share of the Company’s Class A Common Stock with the
shares delivered six months following the termination of the Director’s Board service.
On May 31, 2006 following the Company’s 2006 annual stockholders’ meeting, a total of 4,202 restricted
stock units were granted to the non-employee Directors of the Company pursuant to the 2006 Director
Compensation Plan. The fair market value of each restricted stock unit was $35.70, which was the closing price
of the Company’s Class A Common Stock on the date of grant. One hundred percent of the restricted stock units
vest on the date of the next annual stockholders’ meeting following the grant date. Upon vesting, the restricted
stock units will automatically convert to deferred stock units on a one-for-one basis.
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