Lululemon 2013 Annual Report Download - page 94

(e) Determination by Independent Accountants.
To aid the Participant in making any election called for under
Section 8.2(a), no later than the date of the occurrence of any event that might reasonably be anticipated to result in an “
excess parachute
payment” to the Participant as described in Section 8.2(a) (an “ Event ” ),
the Company shall request a determination in writing by independent
public accountants selected by the Company (the “ Accountants ” ).
Unless the Company and the Participant otherwise agree in writing, the
Accountants shall determine and report to the Company and the Participant within twenty (20) days of the date of the Event the amount of such
acceleration of vesting, payments and benefits which would produce the greatest after-
tax benefit to the Participant. For the purposes of such
determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the
Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably
request in order to make their required determination. The Company shall bear all fees and expenses the Accountants may reasonably charge in
connection with their services contemplated by this Section 8.2(b).
9. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE .
Subject to any required action by the stockholders of the Company, in the event of any change in the Shares effected without
receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-
off, combination of shares, exchange of shares, or similar
change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a
form other than Shares (excepting normal cash dividends) that has a material effect on the Fair Market Value of the Shares, appropriate
adjustments shall be made by the Board in the number of Performance Shares and/or the number and kind of shares to be issued in settlement of
the Award, in order to prevent dilution or enlargement of the Participant’
s rights under the Award. For purposes of the foregoing, conversion of
any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.”
Any fractional
share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be
determined by the Board, and its determination shall be final, binding and conclusive.
10. RIGHTS AS A STOCKHOLDER OR EMPLOYEE .
The Participant shall have no rights as a stockholder with respect to any Common Shares which may be issued in settlement of
this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record
date is prior to the date such certificate is issued, except as provided in Section 9. If the Participant is an employee of the Company, the
Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between the
Company or any Affiliate and the Participant, the Participant’s employment is “at will”
and is for no specified term. Nothing in this Agreement
shall confer upon the Participant any right to continue in service with the Company or any Affiliate or interfere in any way with any right of the
Company or any Affiliate to terminate the Participant’s service with the Company or any Affiliate at any time.
11. LEGENDS .
The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on
all certificates representing Common Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly
present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order
to carry out the provisions of this Section.
12. COMPLIANCE WITH SECTION 409A .
It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with this Award that
may result in Section 409A Deferred Compensation shall comply in all respects with the applicable requirements of Section 409A (including
applicable proposed regulations, transition rules or other administrative guidance thereunder, as determined by the Board in good faith) to avoid
the unfavorable tax consequences provided therein for non1
compliance. In connection with effecting such compliance with Section 409A, the
following shall apply:
12.1 Required Delay in Payment to Specified Employee. If the Participant is a “specified employee”
of a publicly traded
corporation as defined under Section 409A(a)(2)(B)(i) of the Code, unless subject to an applicable exception under Section 409A, any payment
of Section 409A Deferred Compensation in connection with a “separation from service” (
as determined for purposes of Section 409A) shall not
be made until six (6) months after the Participant’s separation from service (the “ Section 409A Deferral Period ”).
In the event such payments
are otherwise due to be made in installments or periodically during the Section 409A Deferral Period, to the extent permitted under Section
409A, the payments of Section 409A Deferred