Lululemon 2013 Annual Report Download - page 95

Compensation which would otherwise have been made in the Section 409A Deferral Period shall be accumulated and paid in a lump sum as
soon as the Section 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled.
12.2 Other Delays in Payment.
Neither the Participant nor the Company shall take any action to accelerate or delay the
payment of any benefits under this Agreement in any manner which would not be in compliance with Code Section 409A (including any
transition or grandfather rules thereunder). Notwithstanding the foregoing:
(a) If any payment is due to the Participant upon a Change in Control but such Change in Control does not
constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the
Company as defined in Section 409A(a)(2)(A)(v), then such payment which constitutes Section 409A Deferred Compensation shall be deferred
until another permissible payment event contained in Section 409A occurs (e.g., death, disability, separation from service from the Company and
its affiliated companies as defined for purposes of Section 409A).
(b) If any payment is due to the Participant upon the Participant’
s termination of service but such termination of
service does not constitute a “separation from service”
as defined in Section 409A(a)(2)(A)(i), then such payment which constitutes Section
409A Deferred Compensation shall be deferred until another permissible payment event contained in Section 409A occurs.
(c) If any payment is due to the Participant upon the Participant’
s becoming disabled but such disability does not
meet the requirements of a disability under Section 409A(a)(2)(C), then such payment which constitutes Section 409A Deferred Compensation
shall be deferred until another permissible payment event contained in Section 409A occurs.
12.3 Amendments to Comply with Section 409A; Indemnification.
Notwithstanding any other provision of this
Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the Participant under
this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the
Company, in its discretion, to be necessary or appropriate to comply with Section 409A (including any transition or grandfather rules thereunder)
without prior notice to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and
stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by
the Participant in connection with the Award, including as a result of the application of Section 409A.
12.4 Advice of Independent Tax Advisor.
The Company has not obtained a tax ruling or other confirmation from the
Internal Revenue Service with regard to the application of Section 409A to the Award, and the Company does not represent or warrant that this
Agreement will avoid adverse tax consequences to the Participant, including as a result of the application of Section 409A to the Award. The
Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor prior to entering
into this Agreement and is not relying upon any representations of the Company or any of its agents as to the effect of or the advisability of
entering into this Agreement.
13. MISCELLANEOUS PROVISIONS .
13.1 Termination or Amendment.
The Board may terminate or amend the Plan or this Agreement at any time; provided,
however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect
the Participant’
s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to
comply with applicable law or government regulation, including, but not limited to, Section 409A. No amendment or addition to this Agreement
shall be effective unless in writing.
13.2 Nontransferability of the Award.
Prior the issuance of Common Shares, neither this Award nor any Performance
Shares subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the Participant’
s beneficiary, except transfer by will or by the laws of descent and
distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’
s
guardian or legal representative.
13.3 Unfunded Obligation.
The Participant shall have the status of a general unsecured creditor of the Company. Any
amounts payable to the Participant pursuant to the Award shall be an unfunded and unsecured obligation for all purposes, including, without
limitation, Title I of the Employee Retirement Income Security Act of 1974. The Company shall not be required to segregate any monies from
its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times
beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder.
Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary
relationship between the Board or the Company