Lululemon 2015 Annual Report Download - page 43

Table of Contents
Termination Scenario
Stock Options
Performance-Based Restricted Stock Units (PSUs)
Restricted Shares
Restricted Stock Units
(RSUs)
Other Termination
All options may be exercised
within 90 days to the extent
they were exercisable at the
time of termination.
In the event of the participant's voluntary
termination, all PSUs are immediately forfeited.
In the event of termination without cause for
PSUs granted before September 2012, on the PSU
vesting date, the number of PSUs that become
fully vested is equal to the number of PSUs that
would have become vested if no termination had
occurred, multiplied by a percentage equal to the
number of full months of such participant's
service during the performance period to the total
number of full months contained in the
performance period.
In the event of termination without cause more
than 12 months before the end of the performance
period, all PSUs granted from September 2012
onward are immediately forfeited.
In the event of termination without cause within
12 months of the end of the performance period
for PSUs granted from September 2012 onward,
on the PSU vesting date the number of PSUs that
become fully vested is equal to the number of
PSUs that would have become vested if no
termination had occurred, multiplied by a
percentage equal to the number of full months of
such participant's service during the performance
period to the total number of full months
contained in the performance period.
All unvested shares of
restricted stock are
immediately forfeited.
All unvested RSUs are
immediately forfeited.
Change in Control
Board has discretion to
determine effect of change in
control.
If not assumed or substituted for, 100% of the
target number of PSUs become fully vested as of
the date of the change in control.
If the participant's service is terminated without
cause or for good reason within two years
following change in control, 100% of the target
number of PSUs become fully vested as of the
date of such termination.
Board has discretion to
determine effect of change in
control on unvested shares of
restricted stock.
If not assumed or substituted
for, 100% of the RSUs
become fully vested as of the
date of the change in control.
If the participant's service is
terminated without cause or
for good reason within two
years following change in
control, 100% of the RSUs
become fully vested as of the
date of such termination.
Potential Payments upon Termination of Employment and Change in Control
The following table sets forth the payments and the intrinsic value of accelerated equity awards that would be due to each of our named executive officers
upon the termination of his or her employment and upon a change in control. Except in the case of Ms. Poseley, our former Chief Product Officer, who was
terminated without cause and who ceased being an employee as of March 31, 2016, the amounts provided in the table below assume that each termination was
effective as of January 31, 2016 (the last day of our fiscal year) and are merely illustrative of the impact of hypothetical events, based on the terms of arrangements
then in effect. The amounts to be payable upon an actual termination of employment can only be determined at the time of such event, based on the facts and
circumstances then prevailing. Our named executive officers are not entitled to any payments following a change in control under the terms of their employment
agreements. Under the terms of our 2014 Equity Incentive Plan, the board of directors may take a number of actions with respect to outstanding equity awards in
connection with a change in control, including the acceleration of the unvested portion of equity awards or the cancellation of such outstanding awards in exchange
for substitute awards. For the purpose of the table below, except in the case of Ms. Poseley, we have assumed that in the case of termination of service in
connection with a change in control the executive would be involuntarily terminated without cause, the board of directors would elect to accelerate the unvested
portion of the outstanding stock options, restricted shares, restricted stock units, and 100% of the target number of PSUs
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