Lululemon 2015 Annual Report Download - page 48

Table of Contents
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Related Person Transactions for Fiscal 2015
Other than the compensation agreements and other arrangements which are described under "Compensation Discussion and Analysis" and the transactions
described below, since February 1, 2015 , there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were
or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, holders of more than 5% of
any class of our voting securities or any member of the immediate family of the foregoing persons had or will have a direct or indirect material interest. We believe
that we have executed all of the transactions set forth below on terms no less favorable to us than we could have obtained from unaffiliated third parties.
Anoosha Foroughi, our Design Director of Color, Print and Pattern who commenced employment with us in August 2015, is in a common-law relationship
with Mr. Holman, our Executive Vice President, Creative Director. The total amount paid to Ms. Foroughi during fiscal 2015 , including the annual cash incentive
paid in early fiscal 2016 under the bonus plan for fiscal 2015 and the grant date fair value of equity awards, was $139,703. The amounts originally in Canadian
dollars were converted to U.S. dollars using the average of the average exchange rates for each fiscal month during fiscal 2015 , with CDN$1.00 equal to USD$
0.773 .
0823038 BC Ltd., a company indirectly owned by Dennis Wilson, who is a beneficial owner of more than 5% of
our total outstanding shares, owns the land and building in which our Victoria, British Columbia store is located. We currently lease the space for our Victoria store
from 0823038 BC Ltd. at a monthly rent of CDN$9,021. The total monthly payments due under the lease from February 1, 2016 (the first day of our 2016 fiscal
year) through the end of the current lease term are approximately CDN$153,354. We have agreed to a renewal of this lease for a five year term, commencing July
1, 2017.
We entered a Materials License Agreement and an Independent Contractor Agreement, which commenced on February 1, 2011, with the Conrad Group, Inc.,
a company owned by Susanne Conrad, Mr. Wilson's sister-in-law. Under these two agreements, the Conrad Group, Inc. provides certain personal and professional
development coaching to our employees, and grants us a license to use certain associated training materials. We made payments totaling $353,803 to the Conrad
Group during fiscal 2015 pursuant to these two agreements.
Procedures for Approval of Related Person Transactions
In April 2007, we adopted a written statement of policy with respect to related party transactions, which is administered by our Audit Committee. Under our
current related party transaction policy, a "Related Party Transaction" is any transaction, arrangement or relationship between us or any of our subsidiaries and a
Related Person not including any transactions involving less than $120,000 when aggregated with all similar transactions for any calendar year, or transactions that
have received pre-approval of our Audit Committee. A "Related Person" is any of our executive officers, directors or director nominees, any stockholder
beneficially owning in excess of 5% of our stock or securities exchangeable for our stock, any immediate family member of any of the foregoing persons, and any
firm, corporation or other entity in which any of the foregoing persons is an executive officer, a partner or principal or in a similar position or in which such person
has a 5% or greater beneficial ownership interest in such entity.
Pursuant to our related party transaction policy, a Related Party Transaction may only be consummated or may only continue if:
• Our Audit Committee approves or ratifies such transaction in accordance with the terms of the policy; or
• the Chairperson of our Audit Committee pre-approves or ratifies such transaction and the amount involved in the transaction is less than $500,000, provided
that for the Related Party Transaction to continue it must be approved by our Audit Committee at its next regularly scheduled meeting.
If advance approval of a Related Party Transaction is not feasible, then that Related Party Transaction will be considered and, if our Audit Committee
determines it to be appropriate, ratified, at its next regularly scheduled meeting. If we decide to proceed with a Related Party Transaction without advance
approval, then the terms of such Related Party Transaction must permit termination by us without further material obligation in the event our Audit Committee
ratification is not forthcoming at our Audit Committee's next regularly scheduled meeting.
Transactions with Related Persons, though not classified as Related Party Transactions by our related party transaction policy and thus not subject to its
review and approval requirements, may still need to be disclosed if required by the applicable securities laws, rules and regulations.
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