Lululemon 2013 Annual Report Download - page 80

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LULULEMON ATHLETICA INC.
PERFORMANCE SHARE AGREEMENT
lululemon athletica inc. has granted to the Participant named in the Notice of Grant of Performance Shares (the “ Grant Notice ” )
to
which this Performance Share Agreement (the “ Agreement ” )
is attached an Award consisting of Performance Shares subject to the terms and
conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the lululemon athletica inc. 2007 Equity
Incentive Plan (the “ Plan ” ),
as amended to the Grant Date, the provisions of which are incorporated herein by reference. By signing the Grant
Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this
Agreement, the Plan and a prospectus for the Plan (the “ Plan Prospectus ” )
in the form most recently prepared in connection with the
registration with the Securities and Exchange Commission of shares issuable pursuant to the Plan, (b) accepts the Award subject to all of the
terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board upon any questions arising under the Grant Notice, this Agreement or the Plan.
The Participant also acknowledges and agrees that the purpose of this grant of Performance Shares is to compensate the Participant in
exchange for contributions made while actively at work. Accordingly, vesting will be deferred for periods of leave in accordance with Section
5.2 below.
1. DEFINITIONS AND CONSTRUCTION .
1.1 Definitions .
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the
Grant Notice or the Plan.
(a) “ Pre-Tax Operating Income ”
means the earnings before other income and taxes as reported in the
Consolidated Statements of Operations of the Company for the fiscal year of the Company coinciding with the Performance Period.
(b) “ Pre-Tax Operating Income Multiplier ” means a number determined as follows:
The Pre-Tax Operating Income Multiplier for percentages of Pre-
Tax Operating Income Target achieved falling between the percentages set
forth in the table above shall be determined by linear interpolation.
(c) “ Common Shares ” mean shares of Stock issued in settlement of the Award.
(d) “ Insider Trading Policy ”
means the written policy of the Company pertaining to the sale, transfer or other
disposition of the Company’s equity securities by members of the Board, Officers or other employees who may possess material, non-
public
information regarding the Company, as in effect at the time of a disposition of any Common Shares.
(e) “ Performance Share ”
means a right to receive on the Settlement Date one (1) Common Share, subject to
further restrictions as provided by this Agreement.
(f) “ Retirement ” means a Participant’
s termination of service with the Company or any Affiliate (other than a
termination for Cause) after the earlier of (i) the Participant’
s completion of twenty five (25) years of such service or (ii) the date on which the
Participant reaches at least the age 55 and has completed at least ten (10) years of such service.
(g) “ Section 409A ”
means Section 409A of the Code and any applicable regulations or administrative guidelines
promulgated thereunder.
Percentage of Pre-
Tax Operating Income
Target Achieved Pre-Tax Operating Income Multiplier
Less than 85% 0.00%
85% 50.00%
100% 100.00%
Equal to or greater than 115% 150.00%