Under Armour (UA) 10-K2024 FY Annual report

The purpose of the Plan is to provide an eligible employee with severance pay and benefits in the event his or her employment with an Employer is involuntarily terminated under circumstances entitling the employee to severance pay and benefits. This document serves as both the plan document and the summary plan description under ERISA.

Only an eligible employee shall participate in the Plan. You are an “eligible employee” if you:

For purposes of the Plan, “Cause” means the occurrence of any of the following: (i) your material misconduct or neglect in the performance of your duties; (ii) your commission of any felony; offense punishable by imprisonment in a state or federal penitentiary; any offense, civil or criminal, involving material dishonesty, fraud, moral turpitude or immoral conduct; or any crime of sufficient import to potentially discredit or adversely affect the Employer’s ability to conduct its business in the normal course; (iii) your material breach of the Employer’s written Code of Conduct, as in effect from time to time; (iv) your commission of any act that results in severe harm to the Employer excluding any act taken by you in good faith that you reasonably believed was in the best interests of the Employer; or (v) your material breach of an Employee Confidentiality, Non-Competition and Non-Solicitation Agreement or any other agreement by and between you and any member of the Employer Group addressing confidentiality of Employer information, non-competition with the Employer and/or non-solicitation of the Employer Group’s employees.

For purposes of the Plan, “Good Reason” means the occurrence of any of the following: (i) a material diminishment in the scope of your duties or responsibilities with the Employer (other than temporarily while you are physically or mentally incapacitated or as required by applicable law); (ii) a material reduction in your base salary, target bonus opportunity, or target long-term incentive opportunity, unless the reduction is part of an overall reduction to such compensation of all similarly situated employees and the reduction is proportional to the reductions imposed upon the other employees; or (iii) a requirement that you relocate more than fifty (50) miles from the Company’s current headquarters offices located in Baltimore, Maryland, other than as a consequence of travel reasonable required to carry out your obligations. However, none of the foregoing events or conditions will constitute Good Reason unless (A) you provide the Company with written objection to the event or condition within thirty (30) days following the date as of which you became aware of the occurrence thereof, (B) the Company does not reverse or otherwise cure the event or condition within thirty (30) days of receiving such written objection, and (C) you resign your employment within thirty (30) days following the expiration of such cure period.

In order to be eligible for severance pay and benefits under the Plan, you must terminate your employment on the date determined in the sole discretion of the Company (the “Separation Date”). The Company will communicate to you the Separation Date. To the extent you are on a protected leave of absence under federal or state law at the time you are notified of your involuntary termination by the Employer, your Separation Date will not take place until you return from protected leave. The Company reserves the right, in its sole discretion, to accelerate or delay the Separation Date, notwithstanding the fact that the Company may have previously communicated to you an earlier or later Separation Date.

A position shall be considered “comparable” for purposes of this Plan based on criteria established by the Plan Administrator, in its sole discretion. If you are offered a non-comparable position with the Employer Group on or before your Separation Date, you must decide whether to accept such offer within seven (7) business days after the date you receive the offer letter. Otherwise, you will be deemed to have declined such offer and you will be eligible for severance pay and benefits described below; provided you otherwise meet the requirements of the Plan.

You are advised to contact your personal attorney and/or tax professional, at your own expense, to review the Release.

As consideration for signing the Release, the Employer will pay you severance pay as follows:

As additional consideration for the Release, the Employer will provide the following severance benefits:

Severance pay will be paid in a single lump-sum payment as soon as practicable following your Separation Date, but only, as applicable, after the seven (7)-day revocation period for the signed Release has passed. The Employer reserves the right, however, in its sole discretion, to pay severance pay in equal installments in accordance with the Employer’s payroll practices, except to the extent that doing so would cause the severance pay to constitute non-qualified deferred compensation within the meaning of Section 409A of the Code. Notwithstanding the foregoing, the Accrued Obligations will be paid within fourteen (14) days following the Separation Date (or earlier if required by applicable law), and the Accrued Prior Year Bonus will be paid on the timeline set forth in the Company’s bonus plan.

In the event you have received your severance pay and you are reemployed by the Employer Group during a period of time in which you would have been receiving severance pay if paid to you in weekly installments, you will be required to repay the Employer that portion of the lump sum payment attributable to the period of time from the date your reemployment begins to the date you would have received the last installment of severance pay.

You acknowledge and agree that you are solely and entirely responsible for the payment and discharge of all federal, state, and local taxes, if any, that may at any time be found to be due upon or as a result of any amount that is paid to you by the Employer under this Plan and you agree to indemnify and hold the Employer harmless should the Internal Revenue Service determine taxes are due as a result of any failure by you to pay taxes due, the exception being the Employer’s share for FICA and any other employer tax. All legally required taxes, deductions, withholding and any sums owing to the Employer shall be deducted from Plan payments and by participating in the Plan you hereby direct the Employer to do so.

The Company may, at any time and in any manner, amend its benefit plans, programs, policies and arrangements. While the Company presently intends to continue these coverages, it reserves the right to change, suspend or cancel all or part of these coverages at any time for any person including those in active service, disabled or retired, and to change such persons’ contributions.

All pay and other benefits payable to you upon separation from employment will be provided, as applicable, in accordance with the terms and conditions of those established policies, plans and procedures. In addition, any benefit continuation or conversion rights which you have as of your Separation Date will be made available to you pursuant to the terms and conditions of those established policies, plans and procedures.

Any equity awards previously granted to you will be governed solely by the applicable plan or the applicable award agreement.

In certain situations, the Older Workers Benefit Protection Act entitles you to certain information about the involuntary termination program. If the law entitles you to this information, you will find attached to the Release an Exhibit containing a description of (i) any class, unit or group of individuals covered by the program, any eligibility factors for such program, and any time limits applicable to the program; (ii) the job titles and ages of individuals selected for termination and the offer of severance benefits; and (iii) the job titles and ages of individuals in the same job classification or organizational unit who are not selected for termination and the offer of severance benefits.

The Human Capital and Compensation Committee of the Company (the “Human Capital and Compensation Committee”) will serve as the “Plan Administrator” of the Plan and the “named fiduciary” within the meaning of such terms as defined in ERISA. The Human Capital and Compensation Committee will serve as Plan Administrator for all matters concerning participants who are “executive officers” (as defined under United States Securities and Exchange Commission Regulation Section 240.3b-7), including the determination of whether a participant is an executive officer. The Human Capital and Compensation Committee hereby delegates to the Chief People and Administrative Officer of the Company (or his or her designee), the authority to administer the Plan for all matters concerning participants who are not executive officers, and to the extent that she duly exercises that authority, she (or her designee) will serve as “Plan Administrator.” The Plan Administrator has the discretionary authority to determine eligibility for the Plan and to construe the terms of the Plan, including the making of factual determinations. The decisions of the Plan Administrator are final and conclusive with respect to all questions concerning the administration of the Plan. The Plan Administrator may delegate, to other persons, responsibilities for performing certain duties of the Plan Administrator under the terms of the Plan and may seek such expert advice as the Plan Administrator deems reasonably necessary with respect to the Plan; except that determinations concerning participants who are executive officers are reserved to the Human Capital and Compensation Committee. The Plan Administrator will be entitled to rely upon the information and advice furnished by such delegates and experts, unless actually knowing such information and advice to be inaccurate or unlawful.

If you believe that you are entitled to Plan benefits or you believe you are entitled to an additional benefit under the Plan, you may file a claim for benefits with the Plan Administrator. The Plan Administrator will either accept or deny the claim and will notify the claimant of its decision. If the claimant does not provide all the necessary information for the Plan Administrator to process your claim, the Plan Administrator may request additional information and set deadlines for the claimant to provide that information. Within ninety (90) days after receiving a claim, the Plan Administrator will:

If the claim is completely or partially denied, the Plan Administrator will furnish a written notice to the claimant containing the following information:

A claimant may appeal the denial of his or her claim and have the Plan Administrator reconsider the decision. The claimant or the claimant’s authorized representative has the right to:

In deciding the claimant’s appeal, the Plan Administrator will take into account all comments, documents, records and other information submitted by the claimant relating to the claim, regardless of whether such information was submitted or considered in the initial review of the claim. If the claimant does not provide all the necessary information for the Plan Administrator to process the appeal, the Plan Administrator may request additional information and set deadlines for the claimant to provide that information.

The Plan Administrator will make a decision within sixty (60) days after receiving a written request for an appeal. The claimant will be advised of the Plan Administrator’s decision on the appeal in writing. The notice will set forth (i) the specific reasons for the decision and references to the Plan provisions upon which the decision on the appeal is based; (ii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to his or her claim; and (iii) a statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following a denial of his or her appeal for benefits.

In no event will a claimant or any other person be entitled to challenge a decision of the Plan Administrator in court or in any other administrative proceeding unless and until the claim and appeal procedures described above have been complied with and exhausted. In no event may a claimant challenge the Plan Administrator’s decision upon appeal in any court or governmental proceeding after one-hundred eighty (180) days from the date of the Plan Administrator’s decision.

Under no circumstances may the severance pay and benefits provided under the Plan be subject to anticipation, alienation, pledge, sale, transfer, assignment, garnishment, attachment, execution, encumbrance, levy, lien or charge, and any attempt to cause any such pay or benefits to be so subjected will not be recognized, except to such extent as may be required by law.

The Plan may be amended in any respect or terminated in its entirety at any time, retroactively or otherwise. The Human Capital and Compensation Committee has the authority to amend, modify or terminate the severance pay and benefits provided under the Plan to “executive officers” (as defined under United States Securities and Exchange Commission Regulation Section 240.3b-7) at any time and for any reason. For participants who are not executive officers, the Chief Financial Officer of the Company has the authority to amend, modify or terminate the severance pay and benefits provided under the Plan. The Chief People and Administrative Officer may also amend the Plan if the amendment is of an administrative, ministerial or technical nature or necessary to comply with applicable law.

You will be required to return to the Employer any Plan severance payments or benefits, or portion thereof, made by a mistake of fact or law.

You must furnish to the Plan Administrator such documents, data or other information as the Plan Administrator considers necessary or desirable for the purpose of administering the Plan. The provisions of the Plan are on the condition that you will furnish full, true and complete documents, data or other information, and will promptly sign any document reasonably related to the administration of the Plan, as requested by the Plan Administrator.

No employee, officer, director or agent of an Employer has the authority to alter, vary or modify the terms of the Plan, except by means of an authorized written amendment to the Plan as set forth in Section16 above. No verbal or written representations contrary to the terms of the Plan and its written amendments will be binding upon any person or entity.

The Plan will not confer employment rights upon any person. No person will be entitled, by virtue of the Plan, to remain in the employ of an Employer and nothing in the Plan will restrict the right of an Employer to terminate the employment of any eligible employee.

Notwithstanding the foregoing, no provision in this Plan prevents you from filing a charge with, cooperating with, or providing information to any federal or state administrative or enforcement agency, including without limitation the United States Equal Employment Opportunity Commission (the “EEOC”) or any other government agency, and no provision in this Plan or in any other agreement between the Employer and you prohibits or restricts you (or your attorney) from responding to any inquiry by the Securities and Exchange Commission (“SEC”), the Department of Justice (“DOJ”), the Financial Industry Regulatory Authority (“FINRA”), any other self-regulatory organization or any governmental entity or law enforcement branch, agency, or entity (a “Governmental Entity”). Additionally, nothing herein or in any other agreement between the Employer and you impairs your ability to communicate, cooperate, or file a complaint with any Governmental Entity with respect to possible violations of any federal, state, or local law or regulation, or otherwise make disclosures to any Governmental Entity. Further, nothing herein bars or impedes in any way your ability to seek or receive any monetary award from any Governmental Entity in connection with protected whistleblower activity. However, you understand and agree that, except where such rights may not be waived under applicable law, you are giving up all rights to receive and you shall not accept nor be entitled to receive, any money or other individual relief recovered by the EEOC on your behalf as a result of any charge with respect to any matter covered by this Plan, or in connection with any judgment, award, settlement, or other payment or other relief resulting from or related to any claim covered by this Plan.

You agree that you will not disparage any of the Employer and its past, present and future parents, divisions, subsidiaries, and affiliates, predecessors, successors and assigns, and its and their past, present, and future officers, directors, members, partners, attorneys, employee benefit plans, employees, independent contractors, agents, clients, and representatives; and that you will not make or publish any communication that reflects adversely upon any of them.

If you have signed and are currently party to a non-competition and non-solicitation agreement or any other agreement by and between you and the Employer addressing non-competition with the Employer and non-solicitation of the Employer’s employees (“Non-Competition Agreement”), you agree to remain bound by such agreement. If applicable, your Non-Competition Agreement is incorporated herein by this reference.

The provisions of this Plan relating to confidentiality and non-disparagement are not applicable to truthful testimony required by subpoena or other legal process compelling disclosure. In

addition, nothing in this provision prevents the truthful disclosure of information where such disclosure is protected by applicable federal, state or local law. For employees who work in California, nothing in this Plan prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.

Nothing herein prevents you from communicating with, filing a charge or complaint with, providing documents or information voluntarily or in response to a subpoena or other information request to, or from participating in an investigation, proceeding, or action conducted by a Governmental Entity; and, nothing herein limits or restricts the documents or information that you can communicate or provide to a Governmental Entity.

No employee will acquire by reason of the Plan any right in or title to any assets, funds or property of an Employer. All severance pay or benefits which become payable under the Plan are unfunded obligations of an Employer and will be paid from the general assets of the Employer. No employee, officer, director or agent of an Employer guarantees in any manner the payment of severance pay or benefits from the Plan.

The Plan will be governed by and construed in accordance with applicable federal laws and, to the extent not inconsistent with or preempted by such federal laws, the laws of the State of Maryland, determined without regard to the choice of law rules of any jurisdiction.

If any provision of the Plan is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or other controlling law, the remainder of the Plan will continue in full force and effect.

The plan year is the Employer’s fiscal year.

As requested by the Employer, you agree to fully cooperate with the Employer and to provide information and/or testimony regarding any current or future litigation arising from actions or events occurring during your employment with the Employer.

You must submit all expenses, including receipts and other supporting documents, payable under the Company’s Global Travel and Entertainment Policy no later than thirty (30) days following your Separation Date.

Except as otherwise provided by the Employer in its sole discretion, the severance pay and benefits available under the Plan are the maximum payments available by the Employer in the event of involuntary termination of employment. To the extent that a federal, state or local law, including the Worker Adjustment and Retraining Notification Act (“WARN”), requires the Employer to give advance notice or make a payment to an eligible employee because of involuntary termination of employment, layoff, plant closing, sale of business or other similar event (collectively, “WARN Event”), the amount of such required payment shall coordinate with and reduce the severance pay and benefits otherwise payable under the Plan. If, however, severance pay and benefits are totally offset by any payment required for a WARN Event, the Employer, in its sole discretion, may pay you $1,000.00 in severance pay as consideration of the Release provided you execute and do not later revoke the Release.

It is the Company’s intent that amounts paid under this Plan shall not constitute “deferred compensation” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, as either short-term deferrals under Treas. Reg. Section 1.409A-1(b)(4) or an involuntary separation pay plan under Treas. Reg. Section 1.409A-1(b)(9).

As an eligible employee under the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that eligible employees under the Plan will be entitled to:

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan Administrator and you do not receive them within thirty (30) days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and to pay you up to one-hundred and ten dollars ($110) per day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for pay or benefits from the Plan that is denied or ignored, you may file suit in a state or federal court. If it should happen that fiduciaries misuse the Plan’s assets, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor or you may file suit in federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for instance, if it finds your claim to be frivolous.

If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest area office of the Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. You may also obtain certain publications regarding your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Notwithstanding anything to the contrary in the foregoing, you shall not be entitled to any benefits under this Plan if you are receiving benefits under the Under Armour Executive Change in Control Plan.

Certain compensation payable under this Plan may be subject to the Company’s right of recovery as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other “clawback” provision or policy required by applicable law or the listing standards of the New York Stock Exchange, or as may be adopted by Company from time to time. By participating in this Plan, you acknowledge and agree that nothing in this Plan limits the Company’s right of recovery under such applicable provisions or policies.