TERMINATION AGREEMENT dated as of May 26, 2021 Between
UNDER ARMOUR, INC. and [Dealer]
THIS TERMINATION AGREEMENT (this Agreement) with respect to the Capped Call Confirmations (as defined below) is made as of May 26, 2021, between Under Armour, Inc. (Company) and [Dealer] (Dealer).
WHEREAS, Company issued $500,000,000 principal amount of 1.50% Convertible Senior Notes due 2024 (the Convertible Notes) pursuant to an Indenture dated as of May 27, 2020 between Company and Wilmington Trust, National Association, as trustee;
WHEREAS, in connection with the pricing of the Convertible Notes, Company and Dealer entered into a Base Capped Call Transaction (the Base Capped Call Transaction) pursuant to an ISDA confirmation dated as of May 21, 2020, which supplements, forms a part of, and is subject to an agreement in the form of the 2002 ISDA Master Agreement, pursuant to which Company purchased from Dealer 440,000 call options (as amended, modified, terminated or unwound from time to time, the Base Capped Call Confirmation);
WHEREAS, in connection with the exercise of the option by the initial purchasers of the Convertible Notes to purchase additional Convertible Notes, Company and Dealer entered into an Additional Capped Call Transaction (the Additional Capped Call Transaction and, together with the Base Capped Call Transaction, the Capped Call Transactions) pursuant to an ISDA confirmation dated as of May 26, 2020, which supplements, forms a part of, and is subject to an agreement in the form of the 2002 ISDA Master Agreement, pursuant to which Company purchased from Dealer 60,000 call options (as amended, modified, terminated or unwound from time to time, the Additional Capped Call Confirmation and, together with the Base Capped Call Confirmation, the Capped Call Confirmations); and
WHEREAS, in connection with a repurchase by Company of 250,000 Convertible Notes in $1,000 principal amount denominations (such number of Convertible Notes in $1,000 principal amount denominations, the Repurchase Number), Company has requested full termination of the Additional Capped Call Transaction and partial termination of the Base Capped Call Transaction;
NOW, THEREFORE, in consideration of their mutual covenants herein contained, the parties hereto, intending to be legally bound, hereby mutually covenant and agree as follows:
1. Defined Terms. Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Capped Call Confirmations.
2. Termination. Notwithstanding anything to the contrary in the Capped Call Confirmations, Company and Dealer agree that, effective on the date hereof, (i) the Additional Capped Call Transaction shall automatically terminate and all of the respective rights and obligations of the parties under the Additional Capped Call Confirmation shall be terminated, cancelled and extinguished and (ii) the Number of Options under the Base Capped Call Transaction shall be reduced to 250,000, and in connection therewith Dealer shall be required to pay to Company the Cash Settlement Amount on the Cash Settlement Date pursuant to Sections 3 and 4 below.
3. Procedures for Hedge Unwind. On each Trading Day during the period of seven consecutive Trading Days beginning on, and including, May 27, 2021 (the Hedge Unwind Period) Dealer (or an affiliate of Dealer), for the account of Dealer, shall unwind a portion of its hedge of the Number of Options being terminated hereunder. Trading Day means a day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on The New York Stock Exchange. Market Disruption Event means (i) a failure by The New York Stock Exchange to open for trading during its regular trading session or (ii) a Trading Halt. Trading Halt means the occurrence or existence prior to 1:00 p.m., New York City time, on any scheduled trading day for the Shares for more than one 45 minute period in the aggregate during regular trading hours of any suspension of trading (by reason of movements in price exceeding limits permitted by The New York Stock Exchange or otherwise) in the Shares.
4. Payments. On the second business day following the final Trading Day of the Hedge Unwind Period (the Cash Settlement Date), Dealer shall pay to Company an amount in USD equal to the Cash Settlement Amount. The Cash Settlement Amount shall mean an amount of USD determined by Dealer pursuant to the table set forth in Schedule A attached hereto (using linear interpolation or commercially reasonable extrapolation by Dealer, as applicable, to determine the Cash