Under Armour 2012 Annual Report Download - page 76

Effects of potentially dilutive securities are presented only in periods in which they are dilutive. Stock
options, restricted stock units and warrants representing 0.1 million, 0.1 million and 1.7 million shares of
common stock were outstanding for each of the years ended December 31, 2012, 2011 and 2010, respectively,
but were excluded from the computation of diluted earnings per share because their effect would be anti-dilutive.
12. Stock-Based Compensation
Stock Compensation Plans
The Under Armour, Inc. Amended and Restated 2005 Omnibus Long-Term Incentive Plan (the “2005
Plan”) provides for the issuance of stock options, restricted stock, restricted stock units and other equity awards
to officers, directors, key employees and other persons. Stock options and restricted stock and restricted stock
unit awards under the 2005 Plan generally vest ratably over a three to four year period. The exercise period for
stock options is generally ten 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 2005 Plan. The 2005 Plan
terminates in 2015. As of December 31, 2012, 10.2 million shares are available for future grants of awards under
the 2005 Plan.
Total stock-based compensation expense for the years ended December 31, 2012, 2011 and 2010 was $19.8
million, $18.1 million and $16.2 million, respectively. As of December 31, 2012, the Company had $24.5
million of unrecognized compensation expense expected to be recognized over a weighted average period of 2.7
years. This does not include any expense related to performance-based stock options or performance-based
restricted stock units. Refer to “Stock Options” and “Restricted Stock and Restricted Stock Units” below for
further information on these awards.
Employee Stock Purchase Plan
The Company’s Employee Stock Purchase Plan (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. As of December 31, 2012, 1.5 million shares are available for future purchases under the ESPP.
During the years ended December 31, 2012, 2011 and 2010, 56.9 thousand, 59.9 thousand and 79.2 thousand
shares were purchased under the ESPP, respectively.
Non-Employee Director Compensation Plan and Deferred Stock Unit Plan
The Company’s Non-Employee Director Compensation Plan (the “Director Compensation Plan”) provides
for cash compensation and equity awards 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 Under Armour, Inc. Non-Employee Deferred Stock Unit Plan (the “DSU Plan”). Each new
non-employee director receives an award of restricted stock units upon the initial election to the Board of
Directors, with the units covering stock valued at $0.1 million on the grant date and vesting in three equal annual
installments. In addition, each non-employee director receives, following each annual stockholders’ meeting, a
grant under the 2005 Plan of restricted stock units covering stock valued at $75.0 thousand 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 automatically
defers into deferred stock units under the DSU Plan. Under the 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 service.
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