Lululemon 2014 Annual Report Download - page 84

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with respect to outstanding Awards or substitute for outstanding Awards substantially equivalent rights with respect to the
Acquiror’s stock. For purposes of this Section 7.1, an Award shall be deemed assumed if, following the Change in Control, the
Award confers the right to receive, for each Unit subject to the Award immediately prior to the Change in Control, the
consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock of
the Company on the effective date of the Change in Control was entitled for each Unit subject to an Award. In the event that the
Acquiror elects not to assume, continue or substitute for the outstanding Awards in connection with a Change in Control, the
vesting of 100% of the then unvested Units shall be accelerated in full and such Units shall be deemed Vested Units effective as of
the date of the Change in Control, provided that the Participant’s Service has not terminated prior to the Change in Control. In
settlement of the Award, the Company shall issue to the Participant one (1) share of Stock for each Vested Unit determined in
accordance with this Section 7.1. The vesting of Units and settlement of the Award that was permissible solely by reason of this
Section 7.1 shall be conditioned upon the consummation of the Change in Control. Notwithstanding the foregoing, the Committee
may, in its discretion, determine that upon a Change in Control, each Award outstanding immediately prior to the Change in
Control shall be canceled in exchange for payment with respect to 100% of the Units which are subject to accelerated vesting in (a)
cash, (b) stock of the Company or the Acquiror, or (c) other property which, in any such case, shall be in an amount having a Fair
Market Value equal to the Fair Market Value of the consideration to be paid per share of stock in the Change in Control for each
such Unit (subject to any required tax withholding). Such payment shall be made as soon as practicable following the Change in
Control.
7.2 Termination After Change in Control . Notwithstanding anything in this Agreement to the contrary, if the Award
is assumed or continued following a Change in Control, and if the Participant’s Service ceases as a result of a Termination After
Change in Control (as defined below), the surviving Units shall become Vested Units and the Award shall be settled promptly
following such event.
(a) “ Termination After Change in Control” shall mean either of the following events occurring within two (2)
years after a Change in Control:
(i) Termination of the Participant’s Service with the Participating Company Group or such successor
without Cause; or
(ii) The Participant’s resignation for Good Reason (as defined below) within ninety (90) days of the
Participant first becoming aware of the event constituting Good Reason provided the Participant has provided the Company (or its
successor) notice of such condition and the opportunity to cure the event.
Notwithstanding any provision herein to the contrary, Termination After Change in Control shall not include any termination of the
Participant’s Service which (A) is for Cause; (B) is a result of the Participant’
s voluntary termination of such relationship other than
for Good Reason; or (C) occurs prior to the effectiveness of a Change in Control.
(b) “Good Reason” shall mean any one or more of the following:
(i) Without the Participant’s written consent, a material adverse change in the Participant’s duties and
responsibilities as compared to the Participant’s duties and responsibilities immediately prior to the Change in Control;
(ii) Without the Participant’s written consent, the relocation of the Participant’
s principal place of Service
to a location that is more than fifty (50) miles from the Participant’s principal place of Service immediately prior to the date of the
Change in Control, or the imposition of travel requirements substantially more demanding of the Participant than such travel
requirements existing immediately prior to the date of the Change in Control; or