exv10w1






Exhibit 10.1




Private & Confidential




This Agreement is dated for reference as of August 1, 2008.




			
	To:      	 	Ms. Christine Day

2285 Clark Drive

Vancouver, BC

V5N 3G9





Dear Ms. Day:





			
	Re:     	 	Executive Employment Agreement





This Agreement contains the terms and conditions of our offer of employment in the position of
Chief Executive Officer with lululemon athletica inc. This Agreement will take effect as of the
Effective Date and will continue until terminated in accordance with its terms.



If you accept our offer of employment on the terms and conditions set out below, please execute
this Agreement where indicated and return it to Mr. Dennis (Chip) Wilson.



ARTICLE 1 — INTERPRETATION




1.01 Definitions




          In this Agreement, unless something in the subject matter or context is inconsistent
therewith:



“Affiliate” has the meaning attributed to such term in the Canada Business Corporations Act and
includes each direct and indirect subsidiary of the Company and any other entities, including joint
ventures and franchises, in which the Company has an interest.



“Agreement” means this agreement, including its recitals and schedules, as amended from time to
time.



“Base Salary” has the meaning attributed to such term in Section 3.01(1).



“Board” means the board of directors of the Company in office from time to time.



“Bonus Plan” means Company’s 2008 Executive Bonus Plan.



“Business” means all the business and activities from time to time carried on by the Company and
its Affiliates, including, without limitation, the design, retail and wholesale of technical
athletic apparel.



 









 





“Cause” means an act or failure to act which would constitute cause at common law, and includes any
of the following conduct by, or authorized or permitted by, the Executive: violation of any
contractual or common law duty to the Company; unlawful activity; activity contrary to professional
or ethical standards; or breach of the terms and conditions of this Agreement which amount to just
cause at common law.



“Company” means lululemon athletica inc., a Delaware corporation.



“Effective Date” of this Agreement and the Executive’s employment under this Agreement will mean
August 1, 2008.



“Executive”
means Ms. Christine Day of 2285 Clark Drive, Vancouver BC.



“Existing Options” has the meaning given to it in Section 3.03(2).



“Fair Market Value” has the meaning given to it in the Plan.



“Option” has the meaning given to it in Section 3.03(1).



“Permanent Disability” means the mental or physical condition of the Executive such that the
Executive has been unable, as a result of illness, disease, disability or similar cause, to fulfill
her duties with the Company on a full time basis for more than 6 consecutive months, or for an
aggregate of a 6 month period within any consecutive 12 months.



“Plan” means the Company’s 2007 Equity Incentive Plan.



“Target Bonus” has the meaning given to it in the Bonus Plan.



“Termination Date” has the meaning given to it in Section 5.01.



ARTICLE 2 — EMPLOYMENT




2.01 Employment




     (1) Subject to the terms and conditions of this Agreement, the Company will, commencing on the
Effective Date, employ the Executive in the position of Chief Executive Officer.



     (2) The Executive will report to the Board or such person as may be designated by the Board,
provided such designate is a Board member.



     (3) The Executive will have the powers and authority to perform the duties and functions of
the Chief Executive Officer of a corporation, subject always to the control and direction of the
Board.



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     (4) The Executive will be responsible for developing and executing strategies, advising and
reporting to the Board, and for operating the Company within a budget set by the Board. Subject to
the overall direction of the Board, the Executive will direct and be responsible for the day-to-day
management of the operations of the Company, which responsibilities include, human resources,
information technology and office administration, financial reporting and accounting, business
development, retail operations, guest service and guest relations.



2.02 Review




          The Executive and the Board agree that they will review the terms and conditions of the
Executive’s employment annually and recommend changes, if any, to this Agreement to be made only
upon mutual agreement.



2.03 Directorships




     (1) During the Executive’s employment with the Company, the Executive agrees to serve as a
director and/or officer of all subsidiaries of the Company. The Executive acknowledges that, to
the extent the Executive serves as a director or officer of any such entity, the Executive will do
so without any additional remuneration but will be entitled to receive a suitable indemnity for any
liability from any such entity. The Company shall provide director and officer insurance.



     (2) Notwithstanding any provision of this Agreement or any other agreement or document to the
contrary, the Executive will be deemed to have resigned as a director and officer of all
subsidiaries of the Company contemporaneously with the date of termination of the Executive’s
employment by the Company and will, immediately on request by the Company, sign any and all
documents necessary to give effect to or confirm such resignation.



     (3) The Executive may serve as a director of no more than two entities which are unrelated to
the Company and which are listed in Schedule B attached, provided the Executive receives approval
of the Board in advance of accepting any such directorships.



2.04 Term




          The term of this Agreement and the Executive’s employment under this Agreement will commence
on the Effective Date and will continue for an indefinite period, subject to termination in
accordance with the terms of this Agreement.



2.05 Place of Employment




     (1) When not travelling, the Executive will perform her work and services for the Company at
the principal executive offices of the Company in Vancouver, British Columbia, and the Executive
will reside within a reasonable daily commuting distance of such place of employment.



     (2) The Executive acknowledges that the performance of her duties and functions will
necessitate frequent travel to other places.



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ARTICLE 3 — REMUNERATION AND BENEFITS




3.01 Base Salary




     (1) The Company will pay the Executive a base salary (the “Base Salary”) in the amount of
CAD$550,000 per annum effective July 1, 2008. Such Base Salary will be payable in 26 equal
instalments during each year of employment, in accordance with the Company’s usual payroll
practices and dates, in arrears by direct deposit, and subject to deductions required by law or
authorized by the Executive.



     (2) The Board or a committee thereof will review the Base Salary annually. The Board will not
be under any obligation to increase Base Salary, but in no case will it decrease.



3.02 Bonus




          The Executive will be eligible to receive an annual bonus pursuant to the terms and conditions
of the Bonus Plan and this Agreement. The Executive’s Target Bonus shall be 75% of Base Salary.
The Executive acknowledges that she has been provided with a copy of the Bonus Plan and that she
understands and accepts each of the terms and conditions thereof.



3.03 Stock Options




     (1) In connection with, and within a reasonable time following, the execution of this
Agreement and the Effective Date, the Executive will be granted a nonqualified stock option to
purchase up to 250,000 shares of the Company’s common stock (the “Option”) pursuant to the terms
and conditions of the Plan and standard form of stock option agreement to be granted 83,333 on
August 1, 2008; 83,333 on September 2, 2008; and 83,334 on October 1, 2008. The Option will vest
in equal annual instalments over four (4) years, will have an exercise price equal to the Fair
Market Value on the date of grant, as determined in accordance with the Plan, and will be subject
to all of the provisions of the Plan, except as specifically modified by this Agreement.



     (2) The Executive will retain the right to the following stock options (the “Existing
Options”) as previously agreed with the Executive, on the following terms:




	 	(a)	 	options to purchase up to 250,000 shares of the Company’s common stock pursuant
to the terms and conditions of the Plan, except as specifically modified by this
Agreement, and standard form of stock option agreement, of which:






	 	(i)	 	125,000 options have been granted effective January 18, 2008,
and will vest in equal annual instalments over four (4) years on January 7 of
each year, commencing January 7, 2009;






	 	(ii)	 	41,667 options will be granted effective January 7, 2009, and
will vest in equal annual instalments over four (4) years, commencing January
7, 2010;






	 	(iii)	 	41,667 options will be granted effective January 7, 2010; and
will vest in equal annual instalments over four (4) years, commencing January
7, 2011; and




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	 	(iv)	 	41,666 options will be granted effective January 7, 2011, and
will vest in equal annual instalments over four (4) years, commencing January
7, 2012.





     (3) The Existing Options will have an exercise price equal to the Fair Market Value on the
date of grant, as determined in accordance with the Plan, and will be subject to all of the
provisions of the Plan.



     (4) The Executive acknowledges that she has been provided with a copy of the Plan and that she
understands and accepts each of the terms and conditions thereof.



     (5) The granting and vesting of all options, including without limitation the Option and the
Existing Options, are conditional upon the Executive remaining actively employed by the Company on
the granting and vesting dates.



     (6) The Board may on its sole discretion consider further grants on an annual basis based on
performance.



3.04 Benefits




          The Executive will be entitled to participate in all of the Company’s benefit plans, subject
to the terms and conditions of such plans, generally available to its senior executives from time
to time, including and without limitation, health, disability and death, subject to and in
accordance with the terms and conditions of the applicable plans, subject to any express
limitations by this Agreement or unless a greater benefit is expressly provided to the Executive
under this Agreement. The Executive acknowledges that she has been provided with a summary of the
current benefit plans and that she understands and accepts each of the terms and conditions
thereof. The Executive further acknowledges that the Company may amend or terminate the benefit
plans from time to time, as provided in the applicable plan, fund or arrangement. The Company will
provide coverage for benefit coverage for the Executive’s dependents in the U.S. to a maximum cost
of US $12,000.



          Upon submission of proper invoices, the Company will reimburse the Executive up to US $17,500
annually for premiums payable with respect to supplement term life insurance and/or long-term
disability insurance.



3.05 Vacation




          The Executive will be entitled to four (4) weeks paid vacation each year. Such vacation
entitlement will be pro-rated for any part of a year. The Executive will take such vacation at
times having regard to the best interests of the Company. The Executive may not carry forward
unused vacation time, except two (2) weeks per year, but no more than a total entitlement of six
(6) weeks in each year, with the prior written approval of the Board and, except as may be required
by applicable employment standards legislation, will lose the entitlement to unused vacation.



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3.06 Expenses




          The Company will reimburse the Executive for all reasonable out-of-pocket expenses properly
incurred by her in the course of the Executive’s employment with the Company, in accordance with
the Company’s expense reimbursement policy in effect as at the date the Executive incurs any such
expenses. The Executive will provide the Company with appropriate statements and receipts
verifying such expenses as the Company may require.



3.07 Executive Perquisites




          The Executive will be eligible to participate in any fringe benefit or perquisite that the
Company provides to other senior executives of the Company, to the same extent that other senior
executives are eligible to participate and subject to the terms and conditions of such fringe
benefits or perquisites.



ARTICLE 4 — EXECUTIVE’S COVENANTS




4.01 Full Time Service




          The Executive will devote all of her time, attention and effort to the business and affairs of
the Company, and will well and faithfully serve the Company and will use her best efforts to
promote the interests of the Company and its Affiliates.



4.02 Duties and Responsibilities




          The Executive will duly and diligently perform all of the duties assigned to her while in the
employ of the Company.



4.03 Policies, Rules and Regulations




          The Executive will be bound by and will faithfully observe and abide by all of the policies,
rules and regulations of the Company from time to time in force which are applicable to senior
executives of the Company and which are brought to her notice or of which she should reasonably be
aware.



4.04 Conflict of Interest




          The Executive will refrain from any situation in which the Executive’s personal interest
conflicts, or may appear to conflict, with the Executive’s duties with the Company. The Executive
acknowledges that if there is any doubt in this respect, the Executive will inform the Board and
obtain written authorization.



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4.05 Restrictive Covenants




          The Executive agrees to be bound by the terms and conditions of the Non-Compete,
Non-Solicitation and Non-Disparagement Agreement between the Company and the Executive, a copy of
which is attached to this Agreement as Schedule A and is incorporated by reference and deemed to be
part of this Agreement.



ARTICLE 5 — TERMINATION




5.01 Termination by the Company




          The Company may terminate the Executive’s employment with the Company at any time by giving
notice in writing to the Executive and stipulating the last day of employment (the “Termination
Date”).



5.02 Termination by the Executive




          The Executive may terminate her employment with the Company at any time by giving the Company
thirty (30) days notice in writing (the “Notice of Resignation Period”). The Company may waive
such notice, in whole or in part, in which case the Executive shall only be entitled to (i) payment
of the Executive’s Base Salary for the period from the effective date of the waiver of the Notice
of Resignation Period to the end of the Notice of Resignation Period; (ii) continued group benefit
coverage under Section 3.04, subject to and in accordance with the terms and conditions of the
applicable plans, for the period ending the last day of the Notice of Resignation Period; (iii) the
value of the pro-rated vacation leave with pay for that portion of the calendar year up to the end
of the Notice of Resignation Period, and (iv) any payments or entitlements under the Plan or the
Bonus Plan that the Executive would otherwise receive during the Notice of Resignation Period.



5.03 Payments on Termination Without Cause or due to the Executive’s Permanent Disability




          If the Executive’s employment with the Company is terminated by the Company without Cause, or
by reason of Permanent Disability, and subject to and conditional upon the Executive’s ongoing
compliance with the provisions of the Non-Compete, Non-Solicitation and Non-Disparagement Agreement
attached as Schedule A hereto, the Executive will only be entitled to the following payments and
benefits:




	 	(a)	 	Accrued Compensation. The Company will pay the Executive her Base
Salary accrued and unpaid up to and including the Termination Date, including accrued
vacation pay, at the rate in effect at the time notice of termination is given by the
Company.






	 	(b)	 	Severance Payment. The Company will pay to the Executive an amount
equal to her Base Salary for a twelve (12) month period following the Termination Date
by way of 26 equal payments on the Company’s regular paydays,. This amount shall
increase at a rate of two (2) months per year of service to a maximum of eighteen




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	 	 	 	(18) months. These payments shall be inclusive of and in full and final
satisfaction of any entitlement to compensation pursuant to the Employment Standards
Act of British Columbia.






	 	(c)	 	Bonus Compensation. The Executive shall not receive any bonus payment
whatsoever pursuant to Section 3.02 or the Bonus Plan which is not already earned and
due to be paid up to and including the Termination Date.






	 	(d)	 	Stock Options. The Executive’s rights regarding any stock options,
including the Options or Existing Options, will be governed by the terms of the Plan as
modified by this Agreement. For clarity, the date of “termination of employment” and
“termination of service” under the Plan, and the date on which employment or service
terminates within the meaning of the Plan, shall mean the Termination Date,
notwithstanding any period following the Termination Date during which the Executive
may receive any payments or other benefits under the terms of this Agreement.






	 	(e)	 	Deductions. The Company may deduct from the amounts payable by it to
the Executive or for her benefit pursuant to Section 5.03(a), (b), or (c), any amounts
owing to the Company by the Executive. Any deduction of an amount payable pursuant to
Section 5.03(b) shall not occur until the amount is otherwise payable to the Executive.






	 	(f)	 	Mitigation. The Executive shall not be required to mitigate the amount
of any payments provided for under Section 5.03(b) of this Agreement by seeking other
employment nor shall any payment provided for in such Section be reduced by any
compensation or remuneration and/or benefits earned by the Executive as a result of
employment by another employer or the rendering of services after the date of
termination.






	 	(g)	 	Fair and Reasonable. The parties agree that the provisions of Section
5.03 are fair and reasonable and that the amounts payable by the Company to the
Executive or for her benefit pursuant to Section 5.03 are reasonable estimates of the
damages which will be suffered by the Executive in the event of the termination of her
employment with the Company in the circumstances set out in Section 5.03 and will not
be construed as a penalty.






	 	(h)	 	No Other Payments or Benefits. The terms and conditions of this Section
5.03 and the amounts paid and the benefits provided to the Executive hereunder are in
full satisfaction of any payments or benefits which the Executive may otherwise have
been entitled to receive in relation to the termination of this Agreement and her
employment hereunder pursuant to the common law and any applicable laws, including,
without limitation, the British Columbia Employment Standards Act, the British Columbia
Human Rights Code, or any of the Bonus Plan, the Plan or the Company’s programs,
policies, plans, contracts or agreements, whether written or verbal. Upon receipt of
the payments and benefits described herein, the Executive will have no action, cause of
action, claim or demand against the Company, the




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	 	 	 	Company’s Affiliates or any other person arising out of or in relation to the
Executive’s employment with the Company under this Agreement or the termination of
this Agreement and the Executive’s employment hereunder, other than to enforce the
terms of this Agreement and remedy any breach thereof by the Company. For clarity
there shall be no payments for severance in the event of the Executive’s death and
the stock options will be governed by the terms of the plan.
	 
	 	(i)	 	Application of Section 409A.






	 	(i)	 	Notwithstanding anything set forth in this Agreement to the
contrary, no amount payable pursuant to this Agreement which constitutes a
“deferral of compensation” within the meaning of the Treasury Regulations
issued pursuant to Section 409A of the Code (the “Section 409A Regulations”)
shall be paid unless and until the Executive has incurred a “separation from
service” within the meaning of the Section 409A Regulations. To the extent
payments made pursuant Section 5.03(b) constitute deferred compensation within
the meaning of the Section 409A Regulations, each payment shall be treated as a
separate payment. Further, to the extent that the Executive is a “specified
employee” within the meaning of the Section 409A Regulations as of the date of
the Executive’s separation from service, no amount that constitutes a deferral
of compensation which is payable on account of the Executive’s separation from
service shall be paid to the Executive before the date (the “Delayed Payment
Date”) which is the first day of the seventh month after the date of the
Executive’s separation from service or, if earlier, the date of the Executive’s
death following such separation from service. All such amounts that would, but
for this Section 5.03(i), become payable prior to the Delayed Payment Date will
be accumulated and paid on the Delayed Payment Date.






	 	(ii)	 	The Company intends that income provided to the Executive
pursuant to this Agreement will not be subject to taxation under Section 409A
of the Code. The provisions of this Agreement shall be interpreted and
construed in favor of satisfying any applicable requirements of Section 409A of
the Code. However, the Company does not guarantee any particular tax effect
for income provided to the Executive pursuant to this Agreement. In any event,
except for the Company’s responsibility to withhold applicable income and
employment taxes from compensation paid or provided to the Executive, the
Company shall not be responsible for the payment of any applicable taxes on
compensation paid or provided to the Executive pursuant to this Agreement.





5.04 Payments on Termination by Company for Cause




          If the Executive’s employment with the Company is terminated by the Company for Cause, the
Executive will only be entitled to receive the following compensation:



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	 	(a)	 	Accrued Base Salary. The Company will pay the Executive her Base
Salary accrued but unpaid up to and including the Termination Date, including accrued
vacation pay, at the rate in effect at the time the notice of termination is given.






	 	(b)	 	Accrued Expenses. The Company will reimburse the Executive for any
business expenses reasonably incurred by the Executive up to and including the
Termination Date in accordance with the Company’s normal expenses policy applicable to
the Executive at that time.






	 	(c)	 	Bonus Compensation. The Executive shall not receive any bonus payment
whatsoever pursuant to Section 3.02 or the Bonus Plan which is not already earned and
due to be paid up to and including the Termination Date.






	 	(d)	 	Stock Options. The Executive’s rights regarding any stock options,
including the Options or Existing Options, will be governed by the terms of section
7(c) of the Plan. For clarity, the date the Executive’s employment or service is
terminated under section 7(c) of the Plan shall mean the Termination Date.





5.05 Fair and Reasonable




            The Executive acknowledges and agrees that the payments and/or benefits pursuant to this
Article 5 will be in full satisfaction of all terms or requirements regarding termination of the
Executive’s employment, including termination pay and any other entitlement pursuant to the British
Columbia Employment Standards Act as amended from time to time. Except as expressly provided in
this Article 5, the Executive will not be entitled to any termination payments, damages, or
compensation whatsoever. As a condition precedent to any payment pursuant to this Article, the
Executive agrees to deliver to the Company prior to any such payment, a full and final release of
all actions or claims in connection with the Executive’s employment or termination of such
employment in favour of the Company, its Affiliates, subsidiaries, directors, officers, employees
and agents, in a form satisfactory to the Company.



5.06 Return of Property




          Upon termination of her employment with the Company, the Executive will deliver or cause to be
delivered to the Company promptly all books, documents, money, securities or other property of the
Company that are in the possession, charge, control or custody of the Executive.



5.07 No Termination Claims




          Upon any termination of the Executive’s employment by the Company in compliance with this
Agreement or upon any termination of the Executive’s employment by the Executive, the Executive
will have no action, cause of action, claim or demand against the Company, its Affiliates, any
related or associated corporations or any other person as a consequence of such termination.



5.08 Resignation as Director and Officer




          Upon any termination of the Executive’s employment under this Agreement, the Executive will
sign forms of resignation indicating her resignation as a director and officer of the



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Company and any subsidiaries or Affiliates of the Company and of any other entities of which
the Executive occupies similar positions as part of or in connection with the performance by the
Executive of her duties under this Agreement, if applicable.



5.09 Provisions which Operate Following Termination




          Notwithstanding any termination of the Executive’s employment under this Agreement for any
reason whatsoever and with or without cause, all provisions of this Agreement necessary to give
efficacy thereto, including without limitation the Non-Compete, Non-Solicitation and
Non-Disparagement Agreement attached as Schedule A, will continue in full force and effect
following such termination.



ARTICLE 6 — ARBITRATION




6.01 Arbitration




          Except as otherwise specifically provided by this Agreement, all disputes or differences
between the Executive and the Company, statutory or otherwise, will be resolved by arbitration in
the City of Vancouver or any other mutually agreeable location in accordance with the rules of
arbitration of the British Columbia International Commercial Arbitration Center’s Shorter Rules for
Domestic Arbitrations, including but not limited to disputes or differences relating to the terms
or termination of the Executive’s employment. The Arbitrator shall have the power to order costs
in favour of the successful party. The Company or the Executive may, without waiving its right to
compel arbitration, seek injunctive or other provisional relief from a court of competent
jurisdiction in aid of arbitration, to prevent any arbitration award from being rendered
ineffectual, to enforce the restrictive covenants of the Executive under this Agreement, and for
any other purposes in the interests of the Company or the Executive.



ARTICLE 7 — MISCELLANEOUS




7.01 Deductions




          The Company will deduct all statutory deductions and any amounts authorized by the Executive
from any amounts to be paid to the Executive under this Agreement.



7.02 Entire Agreement




          This Agreement, including the Schedules to this Agreement, the Bonus Plan and the Plan,
constitutes the entire agreement between the parties with respect to the subject matter of this
Agreement and cancels and supersedes any prior understandings and agreements between the parties to
this Agreement with respect to the subject matter of this Agreement [including but without
limitation, the letter of employment between the Executive and the Company dated December 24,
2007,] and any rights which the Executive may have by reason of any such prior agreements. There
are no representations, warranties, forms, conditions, undertakings or collateral agreements,
express, implied or statutory between the parties other than as expressly set forth in this
Agreement. Notwithstanding the foregoing, the Non-Compete, Non-Solicitation and Non-Disparagement



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Agreement attached to this Agreement as Schedule A, continues in full force and effect to the
extent that such Agreement is not inconsistent with the revisions of this Agreement, in which case
the provisions of this Agreement will take precedence.



7.03 Severability




          If any provision of this Agreement is determined to be invalid or unenforceable in whole or in
part, such invalidity or unenforceability will attach only to such provision or part of such
provision and the remaining part of such provision and all other provisions of this Agreement will
continue in full force and effect.



7.04 Amendments and Waivers




          No amendment to this Agreement will be valid or binding unless set forth in writing and duly
executed by both of the parties. No waiver of any breach of any provision of this Agreement will
be effective or binding unless made in writing and signed by the party purporting to give the same
and, unless otherwise provided in the written waiver, will be limited to the specific breach
waived.



7.05 Notices




          Any demand, notice or other communication to be given in connection with this Agreement must
be given in writing and will be given by personal delivery, by registered mail, or by electronic
means of communication addressed to the recipient as follows:




To the Company:




lululemon athletica




2285 Clark Drive




Vancouver, BC




V5N 3G9





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To the Executive:




Ms Christine Day




2285
Clark Drive




Vancouver, BC




V5N
3G9




          or such other address, individual or electronic communication number as may be designated by
notice given by either party to the other.



7.06 Governing Law




          This Agreement will be governed by and construed in accordance with the laws of the Province
of British Columbia and the laws of Canada applicable therein.



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7.07 Attornment




          For the purpose of all legal proceedings this Agreement will be deemed to have been performed
in the Province of British Columbia and the courts of the Province of British Columbia will have
jurisdiction to entertain any action arising under this Agreement. The Company and the Executive
each hereby attorns to the jurisdiction of the courts of the Province of British Columbia.



	 	 	 	 	 
	Yours truly,	 	 
	 
	 	 	 	 
	lululemon athletica inc.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Dennis J. Wilson	 	 
	 	 	 	 	 
	Mr. Dennis (Chip) Wilson	 	 
	Chairman of the Board	 	 
	 
	 	 	 	 
	SIGNED, SEALED AND DELIVERED

in the presence of:	 	 
	/s/
David V. Negus
	 	/s/ Christine M. Day
	 	 	 
	Witness Signature	 	Christine Day
	 
	 	 	 	 
	 	 	 






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SCHEDULE A




Non-Compete, Non-Solicitation and Non-Disparagement Agreement




     This agreement (the “Agreement”) is made and entered into as of August 1, 2008 between lululemon
athletica inc. (the “Company”) and Christine Day (the “Executive”).



     IN ACCORDANCE WITH the letter of employment between the Company and the Executive dated August
1, 2008 (the “Employment Agreement”) and the terms and conditions of employment set out therein;



     AND IN CONSIDERATION OF the payment of good and valuable consideration by the Company to the
Executive as set out in Employment Agreement, the receipt and sufficiency of which is hereby
acknowledged, the Executive covenants, warrants and agrees as follows:



CONFIDENTIALITY





	1.	 	For the purposes of this Agreement, “Confidential Information” means information disclosed to
or known by the Executive as a consequence of or through her employment with the Company and
not otherwise known in the industry in which the Company is engaged, about the Company’s or
any of its subsidiaries’ products, operations, research, processes or services, including but
not limited to information relating to research, development, inventions, copyrights, patents,
licences, manufacture, production, distribution, purchasing, accounting, financing,
engineering, marketing, merchandising, selling, or other technical or business information or
trade secrets of the Company or its subsidiaries, or about any of the Company’s or its
subsidiaries’ customers, suppliers, vendors or business affiliates. The term “Confidential
Information” also includes any information that the Company has received from others that the
Company is obligated to treat as confidential or proprietary. All information described above
in this section shall be considered Confidential Information and shall be the sole property of
the Company and the Company’s assigns.






	2.	 	The Executive will not directly or indirectly use, disseminate or disclose any Confidential
Information for her own benefit or the benefit of any other person or entity. The Executive
will take all necessary precautions against unauthorized disclosure of the Confidential
Information.






	3.	 	If the Executive is requested or ordered by law to disclose any Confidential Information, she
will advise the Company forthwith of such request or order and provide to the Company all
information concerning such request or order and the opportunity for the Company to object or
intervene, prior to making any disclosure of Confidential Information.





ASSIGNMENT OF INNOVATIONS





	4.	 	The Executive will make prompt and full disclosure to the Company, will hold in trust for the
sole benefit of Company, and will assign exclusively to the Company, all her right, title and
interest in and to any and all innovations, discoveries, designs, developments,




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	 	 	improvements, copyrightable material and trade secrets (collectively “Innovations”) that
she, solely or jointly, may conceive, develop or reduce to practice during the period of
time she is employed by the Company (a “Company Innovation”). To the extent any of the
rights, title and interest in any Company Innovation cannot be assigned by her to the
Company, the Executive hereby grants to the Company an exclusive, royalty-free,
transferable, irrevocable, worldwide license (with rights to sublicense through multiple
tiers of sublicensees) to practice such rights, title and interest. Finally, to the extent
any of the rights, title and interest can be neither assigned nor licensed, the Executive
hereby irrevocably waives and agrees never to assert such rights, title and interest against
the Company or any of the Company’s successors in interest to such rights. This Section 4
(Assignment of Innovations) shall be construed to apply to all Company Innovations with
which the Executive is involved from this date forward, as well as all Company Innovations
with which the Executive has been involved since her employment with the Company began.






	5.	 	Exhibit A (“Prior Innovations”), which is attached hereto and incorporated by this
reference, is a list describing all Innovations belonging to the Executive and made by her
prior to her employment with the Company that she wishes to have excluded from this Agreement
(“Prior Innovations”). If there is no list on Exhibit A, the Executive represents that there
are no Prior Innovations. If in the course of her employment at the Company, the Executive
uses or incorporates into a Company product, process, or machine an Innovation owned by her or
in which she has an interest, the Company is hereby granted and shall have an exclusive,
royalty free, irrevocable, worldwide license to make, have made, use, and sell that Innovation
without restriction as to the extent of the Executive’s ownership or interest.
Notwithstanding the foregoing, the Executive agrees that she will not incorporate, or permit
to be incorporated, any Innovation owned by her into any Company Innovation without the
Company’s prior written consent.






	6.	 	Cooperation. The Executive will execute any proper oath or verify any proper
document in connection with carrying out the terms of this Agreement. If, because of her
mental or physical incapacity or for any other reason whatsoever, the Company is unable to
secure the Executive’s signature to apply for or to pursue any application process concerning
Innovations assigned to the Company as stated above, the Executive hereby irrevocably
designates and appoints the Company and its duly authorized officers and agents as her agent
and attorney in fact, to act for her and on her behalf to execute and file any such
applications and to do all other lawfully permitted acts to further the prosecution and
issuance of all appropriate procedures thereon with the same legal force and effect as if
executed by her. The Executive will testify at the Company’s request and expense in any
interference, litigation, or other legal proceeding that may arise during or after her
employment.





NON-DISPARAGEMENT





	7.	 	The Executive undertakes and covenants that she will permanently refrain from directly or
indirectly disclosing, expressing, publishing or broadcasting, or causing to be disclosed,
expressed, published or broadcast, or otherwise disseminated or distributed in any manner, in
her own name, anonymously, by pseudonym or by a third party, to any person whatsoever, any
comments, statements or other communications (the “Statements”), which a reasonable person
would regard as reflecting adversely on the character, reputation or goodwill of the




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	 	 	Company or any of its subsidiaries or any of its or their employees, officers, directors,
investors, shareholders or agents, or which a reasonable person would regard as reflecting
adversely on their publications, products, or services, and without limiting the generality
of the foregoing, such Statements shall not be made by means of oral communications, press
releases, articles, letters, telephone calls, telephone messages, e-mail messages, or in
postings on the Internet on websites, or to newsgroups or to listservers.





NON-COMPETITION AND NON-SOLICITATION





	8.	 	For the purposes of this Release, “Competing Business” means:






	 	(a)	 	the design, manufacture or distribution of active lifestyle apparel and
accessories (including, without limitation, yoga and other athletic apparel and
accessories); and
	 
	 	(b)	 	any other business activity the same as or in direct competition with business
activities carried on or being definitively planned by the Company or its affiliates as
of the date of the Executive’s termination of employment with the Company.






	9.	 	The Executive covenants that for a period of the greater of twelve (12) months following the
termination of her employment for any reason, including her resignation or the period of
payment under section 5.03 of the Employment Agreement, the Executive will not do any of the
following, directly or indirectly, whether individually or in conjunction with any other
person or entity:






	 	(a)	 	engage or participate in any Competing Business in the United States or Canada;
	 
	 	(b)	 	become interested in (as owner, stockholder, lender, partner, co-venturer,
director, officer, employee, agent or consultant) any person, firm, corporation,
association or other entity engaged in a Competing Business. Notwithstanding the
foregoing, the Executive may hold the outstanding securities of any class of any
publicly-traded securities of any company;
	 
	 	(c)	 	influence or attempt to influence, or solicit, any employee, consultant,
supplier, licensor, licensee, contractor, agent, strategic partner, distributor,
customer or other person to terminate or modify any written or oral agreement,
arrangement or course of dealing with the Company or its affiliates; or
	 
	 	(d)	 	solicit for employment, employ or retain (or arrange to have any other person
or entity employ or retain) any person who is at such time employed or retained by the
Company or its affiliates or has been employed or retained by the Company or its
affiliates within the preceding twelve (12) months.





REASONABLENESS OF OBLIGATIONS





	10.	 	The Executive acknowledges that the Company competes on a worldwide basis and that the
geographical scope of the limitations in paragraphs 8 and 9 above are reasonable and necessary
for the protection of the Company’s trade secrets, business interests, and other Confidential
Information. The Executive confirms that the obligations in paragraphs 8 and 9




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	 	 	above are reasonably necessary for the protection of the Company and its stockholders and,
given the Executive’s knowledge and experience, will not prevent the Executive from being
gainfully employed.





MISCELLANEOUS





	11.	 	Upon termination of her employment, or at any time at the Company’s request before
termination, the Executive will promptly (but no later than five (5) days after the earlier of
the termination of her employment or the Company’s request) return to the Company all papers,
drawings, notes, memoranda, manuals, specifications, designs, devices, documents, diskettes
and tapes, and any other material on any media containing or disclosing any confidential or
proprietary, technical or business information, as well as any keys, pass cards,
identification cards or other property belonging to the Company. The Executive will submit a
written certification of her compliance with her obligations under this Section 11 at the same
time.






	12.	 	It is the intent of this Agreement that if any provision of this Agreement is found to be
overly broad or otherwise unreasonable to any extent by any court, arbitration board or
tribunal of competent jurisdiction adjudicating upon the validity of the provision, such
provision shall be reduced to that which is in fact declared reasonable by such court,
arbitration board or tribunal, or a subsequent court, arbitration board or tribunal of
competent jurisdiction, requested to make such a declaration.






	13.	 	The Executive has read and understood this Agreement and has had a reasonable opportunity to
obtain independent legal advice prior to signing it.






	14.	 	This Agreement will be governed by and construed in accordance with the laws of the Province
of British Columbia and the laws of Canada applicable in British Columbia.




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	15.	 	The Executive acknowledges and agrees that a breach of her obligations under this Agreement
would result in damages to the Company that could not be adequately compensated for by
monetary award. Accordingly, in the event of any such breach by the Executive, in addition to
all other remedies available to the Company at law or in equity, the Company will be entitled
as a matter of right to apply to a court of competent jurisdiction for such relief by way of
restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance
with the provisions of this Agreement.




IN WITNESS WHEREOF the parties have executed this Agreement.



SIGNED, SEALED AND DELIVERED




	 	 	 	 	 
	 
	 	 /s/ Christine M. Day
	 	 	 
	 	 	Christine Day
	 
	 	 	 	 
	 	 	lululemon athletica inc.
	 
	 	 	 	 
	 

	 	By:	 	 /s/ Dennis J. Wilson
	 

	 	 	 	 





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EXHIBIT A




PRIOR INNOVATIONS



None.





 









 








EXHIBIT B




LIST OF BOARD OF DIRECTORS