EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT
Exhibit 10.5
THIS EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”), is made on this
5th day of December 2005, by and between LULULEMON ATHLETICA INC. (the
“Company”) and XXXXXX XXXXXX (the “Executive”).
WHEREAS, Lulu Holding, Inc., Advent International GPE V Limited Partnership, and certain other
parties (collectively, the “Parties”) have entered into a Stock Purchase Agreement, dated
December 5, 2005 (“Purchase Agreement”), and, in connection with the transactions
contemplated thereby (the “Purchase”), the Executive will receive significant money and/or
valuable property;
WHEREAS, the Executive acknowledges that the Parties would not enter into the Purchase
Agreement or complete the Purchase unless the Executive agrees to be bound by the Restrictive
Covenants set forth in Section 6 below and that, accordingly, the Executive is entering
into this Agreement to induce the parties to enter into the Purchase Agreement and consummate the
Purchase; and
WHEREAS, the Company and the Executive wish to memorialize the terms of the Executive’s
continued employment by the Company.
NOW THEREFORE, in consideration of these premises and the mutual promises contained herein,
and intending to be legally bound hereby, the parties agree as follows:
1. Employment.
1.1. Term. This Agreement shall automatically become effective immediately upon the
“Closing Date,” as defined in the Purchase Agreement, and will continue to govern
Executive’s employment until such employment relationship is terminated in accordance with
Section 5 of this Agreement.
1.2. Positions and Duties. The Executive will serve as the Chairman and Chief Product
Designer of the Company, reporting directly to the Company’s Board of Directors (the
“Board”). The Executive shall devote his best efforts and substantially all of his
business time and services to the Company and its affiliates to perform such duties as may be
customarily incident to such position and as may reasonably be assigned to him from time to time.
1.3. Place of Performance. The Executive shall perform his services hereunder at the
principal executive offices of the Company; provided, however, that the Executive will be required
to travel from time to time for business purposes.
2. Compensation and Benefits.
2.1. Base Salary. The Executive shall receive an annual salary of CAD $250,000 (the
“Base Salary”), payable in accordance with the Company’s payroll practices as in effect
from time to time. The Base Salary shall be reviewed on an annual basis by the Board and may be
increased from time to time by the Board in its discretion.
2.2. Annual Bonuses.
2.2.1. Beginning in 2006, for each fiscal year ending during the Term, Executive will be
eligible for an annual bonus of up to 75% percent of his Annual Salary for the applicable fiscal
year, if specified corporate and individual performance goals are met for that year.
2.2.2. The corporate and individual performance goals relevant under this Section 2.2
for any particular fiscal year will be determined by the Board, in its sole discretion, and will be
communicated to Executive following the Board’s adoption of the Company’s budget for that fiscal
year.
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2.2.3. Any bonuses payable under this Section 2.2 will be paid within thirty (30) days
following the approval by the audit committee of the Board of the Company’s audited financial
statements for the applicable fiscal year.
2.2.4. For purposes of determining any bonus payable to Executive, the measurement of
corporate and individual performance will be performed by the compensation committee of the Board
in good faith. From time to time, the Board may make adjustments to corporate or individual
performance goals, so that required departures from the Company’s operating budget, changes in
accounting principles, acquisitions, dispositions, mergers, consolidations and other corporate
transactions, and other factors influencing the achievement or calculation of such goals do not
affect the operation of this provision in a manner inconsistent with the achievement of its
intended purposes.
2.3. Employee Benefits. The Executive will be eligible to participate in
retirement/savings, health insurance, term life insurance, long term disability insurance and other
employee benefit plans, policies or arrangements maintained by the Company for its employees
generally, subject to the terms and conditions of such plans, policies or arrangements; provided,
however, that this Agreement will not limit the Company’s ability to amend, modify or terminate
such plans, policies or arrangements at any time for any reason.
2.4. Vacations. In addition to holidays observed by the Company, the Executive shall
be entitled to six (6) weeks paid vacation time during each year of employment, per existing
Company policy. Vacation days that remain unused at the end of any year will accrue or expire to
the extent provided by Company policy, as in effect from time to time.
3. Reimbursement of Expenses. The Executive will be reimbursed by the Company for all
reasonable business expenses incurred by him in accordance with the Company’s customary expense
reimbursement policies as in effect from time to time.
4. Indemnification. The Company will indemnify Executive for and defend Executive
from claims arising from the Executive’s good faith performance of his duties as an employee of the
Company to the extent provided in the Articles of the Company.
5. Termination. Upon cessation of his employment with the Company, the Executive will
be entitled only to such compensation and benefits as described in this Section 5.
5.1. Termination by the Executive. The Executive may terminate his employment with
the Company on a date after the earlier of (1) a Sale of the Company, as defined in that certain
Lulu Holding, Inc. Stockholders Agreement dated December 5, 2005 by and among Lulu Holding, Inc.,
Advent International GPE V Limited Partnership and certain other parties, or (2) the fourth
anniversary of the Closing Date. The Executive will provide at least eight (8) weeks advance
written notice of any such termination. If the Executive terminates his employment pursuant to
this Section 5.1, the Executive will be entitled to the rights and benefits specified in
Section 5.4.
5.2. Termination by the Company. The Company may terminate Executive’s employment
hereunder at any time upon written notice with or without Cause (as defined below). Upon any such
termination, the Executive will be entitled to the rights and benefits specified in Section 5.3
or 5.4, as applicable.
5.3. Termination without Cause. If the Executive’s employment by the Company is
terminated by the Company without Cause (as defined below), the Executive will be entitled to:
5.3.1. payment of all accrued and unpaid Base Salary through the date of such termination;
5.3.2. payment for all unused vacation and personal days accrued through the date of such
termination;
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5.3.3. monthly severance payments equal to one-twelfth of the Executive’s Base Salary as of
the date of such termination for a period equal to 24 months; and
5.3.4. payment of any otherwise unpaid annual bonus payable under Section 2.2 with
respect to the fiscal year ending prior to the date of such termination.
Except as otherwise provided in this Section 5.3, all compensation and benefits will cease
at the time of such termination, subject to the terms of any benefits or compensation plans then in
force and applicable to the Executive, and the Company shall have no further liability or
obligation by reason of such termination. The payments and benefits described in this Section
5.3 are in lieu of, and not in addition to, any other severance arrangement maintained by the
Company. Notwithstanding any provision of this Agreement, the payments and benefits described in
Section 5.3 are conditioned on the Executive’s execution and delivery to the Company of a
release substantially identical to that attached hereto as Exhibit A in a manner consistent
with the requirements of applicable law (the “Release”). The severance benefits described
in Sections 5.3.1, 5.3.2, and 5.3.3 will be paid or commence to be paid as soon as the
Release becomes effective. The severance benefit described in Section 5.3.4 will be paid
when annual bonuses would otherwise be paid under Section 2.2, provided the Release is then
effective.
5.4. Other Terminations. If the Executive’s employment with the Company ceases for
any reason other than as described in Section 5.3, above (including but not limited to
termination (a) by the Company for Cause, (b) as a result of the Executive’s death, (c) as a result
of the Executive’s Disability, or (d) by the Executive for any reason), then the Company’s
obligation to the Executive will be limited solely to the payment of accrued and unpaid Base Salary
through the date of such termination. All compensation and benefits will cease at the time of such
termination and, the Company will have no further liability or obligation by reason of such
termination. The foregoing will not be construed to limit the Executive’s right to payment or
reimbursement for claims incurred prior to the date of such termination under any insurance
contract funding an employee benefit plan, policy or arrangement of the Company in accordance with
the terms of such insurance contract.
5.5.
Definitions. For purposes of this Agreement:
5.5.1.
“Cause” includes:
(a) theft, embezzlement, fraud, or similar acts of misconduct or misappropriation;
(b) material breach of any agreement with or duty owed to the Company or any of its affiliates
(for avoidance of doubt, Lululemon Athletica USA, Inc. and its subsidiaries will be deemed to be
affiliates of the Company for purposes of this Agreement);
(c) refusal to perform the lawful and reasonable directives of the Board, if not cured within
15 days following receipt from the Company of written notice thereof; or
(d) any other conduct that would constitute just cause at common law.
5.5.2.
“Disability” means a condition entitling the Executive to benefits under the
Company’s long term disability plan, policy or arrangement; provided, however, that if no such
plan, policy or arrangement is then maintained by the Company and applicable to the Executive,
“Disability” will mean the Executive’s inability to perform his duties under this Agreement due to
a mental or physical condition that can be expected to result in death or that can be expected to
last (or has already lasted) for a continuous period of 90 days or more, or for 120 days in any 180
consecutive day period. Termination as a result of a Disability will not be construed as a
termination by the Company “without Cause.”
6. Restrictive Covenants. To induce the Parties to enter into the Purchase Agreement
and to consummate the Purchase, and in recognition of the substantial benefits that the Executive
will derive from the
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completion of the Purchase, as well as the compensation potentially payable to the Executive
pursuant to Sections 2 and 5 of this Agreement, the Executive agrees to be bound by the
provisions of this Section 6 (the “Restrictive Covenants”). These Restrictive
Covenants will apply without regard to whether any termination or cessation of the Executive’s
employment is initiated by the Company or the Executive, and without regard to the reason for that
termination or cessation.
6.1. Covenant Not To Compete. The Executive covenants that, during his employment by
the Company and any of its affiliates and for a period of 24 months following immediately
thereafter (the “Restricted Period”), the Executive will not (except in his capacity as an
employee or director of the Company) do any of the following, directly or indirectly:
6.1.1. engage or participate in any Competing Business (as defined below) in the United States
or Canada;
6.1.2. 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;
6.1.3. influence or attempt to influence 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
6.1.4. solicit for employment or employ or retain (or arrange to have any other person or
entity employ or retain) any person who has been employed or retained by the Company, or its
affiliates within the preceding 12 months.
6.2. Confidentiality. The Executive recognizes and acknowledges that the Proprietary
Information (as defined below) is a valuable, special and unique asset of the business of the
Company or its affiliates, as applicable. As a result, both during his employment and thereafter,
the Executive will not, without the prior written consent of the Company, for any reason divulge to
any third-party or use for his own benefit, or for any purpose other than the exclusive benefit of
the Company and its affiliates, any Proprietary Information. Notwithstanding the foregoing, if the
Executive is compelled to disclose Proprietary Information by court order or other legal process,
to the extent permitted by applicable law, he shall promptly so notify the Company so that it may
seek a protective order or other assurance that confidential treatment of such Proprietary
Information shall be afforded, and the Executive shall reasonably cooperate with the Company in
connection therewith. If the Executive is so obligated by court order or other legal process to
disclose Proprietary Information he will disclose only the minimum amount of such Proprietary
Information as is necessary for the Executive to comply with such court order or other legal
process.
6.3. Property of the Company.
6.3.1. Proprietary Information. All right, title and interest in and to Proprietary
Information will be and remain the sole and exclusive property of the Company or its affiliates, as
applicable. The Executive will not remove from the Company’s offices or premises any documents,
records, notebooks, files, correspondence, reports, memoranda or similar materials of or containing
Proprietary Information, or other materials or property of any kind belonging to the Company or its
affiliates unless necessary or appropriate in the performance of his duties to the Company. If the
Executive removes such materials or property in the performance of his duties, he will return such
materials or property promptly after the removal has served its purpose. The Executive will not
make, retain, remove and/or distribute any copies of any such materials or property, or divulge to
any third person the nature of and/or contents of such materials or property, except to the extent
necessary to perform his duties on behalf of the Company. Upon termination of the Executive’s
employment with the Company, he will leave with the Company or promptly return to the Company all
originals and copies of such materials or property then in his possession.
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6.3.2. Intellectual Property. The Executive agrees that all right, title and interest
in the Intellectual Property (as defined below) will be considered to be the sole and exclusive
property of the Company or its affiliates, as applicable. To the extent that any of the
Intellectual Property may not by law be considered a work made for hire, or to the extent that,
notwithstanding the foregoing, the Executive retains any interest in the Intellectual Property, the
Executive hereby irrevocably assigns and transfers to the Company any and all right, title, or
interest that the Executive may now or in the future have in the Intellectual Property under
patent, copyright, trade secret, trademark or other law, in perpetuity or for the longest period
otherwise permitted by law, without the necessity of further consideration. If and to the extent
that this assignment is not effective in respect of any Intellectual Property, the Executive will
hold in trust for the sole benefit of the Company or its affiliates, as applicable, and will assign
exclusively to the Company or its affiliates, as applicable, all of his right, title and interest
in and to that Intellectual Property. The Company will be entitled to obtain and hold in its own
name all copyrights, patents, trade secrets, trademarks and other similar registrations with
respect to such Intellectual Property. The Executive further agrees to execute any and all
documents and provide any further cooperation or assistance reasonably required by the Company to
perfect, maintain or otherwise protect its rights in the Intellectual Property. If the Company is
unable after reasonable efforts to secure the Executive’s signature, cooperation or assistance in
accordance with the preceding sentence, whether because of the Executive’s incapacity or any other
reason whatsoever, the Executive hereby designates and appoints the Company or its designee as the
Executive’s agent and attorney-in-fact, to act on his behalf, to execute and file documents and to
do all other lawfully permitted acts necessary or desirable to perfect, maintain or otherwise
protect the Company’s rights in the Intellectual Property. The Executive acknowledges and agrees
that such appointment is coupled with an interest and is therefore irrevocable.
6.3.3. The Executive agrees that the Company, its assignees and its licensees are not required
to designate the Executive as the author of any Intellectual Property and the Executive hereby
waives in whole all moral rights which he may have in the Intellectual Property, including the
right to the integrity of the Intellectual Property, the right to be associated with the
Intellectual Property, the right to restrain or claim damages for any distortion, mutilation or
other modification of the Intellectual Property, and the right to restrain use or reproduction of
the Intellectual Property in any context and in connection with any product, service, cause or
institution.
6.4. Definitions. For purposes of this Agreement:
6.4.1. “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 then carried on or being definitively planned by the Company or its
affiliates(or, with respect to periods following the cessation of the Executive’s employment,
business activities carried on or being definitively planned by the Company or its affiliates as of
the date of such cessation).
6.4.2. “Intellectual Property” means (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements thereto, and all patents and
patent applications claiming such inventions, (b) all trademarks, service marks, trade dress,
logos, trade names, fictitious names, brand names, brand marks and corporate names, together with
all translations, adaptations, derivations, and combinations thereof and including all goodwill
associated therewith, and all applications, registrations, and renewals in connection therewith,
(c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in
connection therewith, (d) all mask works and all applications, registrations, and renewals in
connection therewith, (e) all trade secrets (including research and development, know-how,
formulas, compositions, manufacturing and production processes and techniques, methodologies,
technical data, designs, drawings and specifications), (f) all computer software (including data,
source and object codes and related documentation), (g) all other proprietary rights, (h) all
copies and tangible embodiments thereof (in whatever form or medium), or (i) similar intangible
personal property which have been or are developed or created in whole or in part by the Executive
(1) at any time and at any place while the Executive is employed by Company and which, in the case
of any or all of the foregoing, are related to and used in
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connection with the business of the Company or its affiliates, or (2) as a result of tasks
assigned to the Executive by the Company.
6.4.3. “Proprietary Information” means any and all proprietary information developed
or acquired by the Company or any of its affiliates that has not been specifically authorized to be
disclosed. Such Proprietary Information shall include, but shall not be limited to, the following
items and information relating to the following items: (a) all intellectual property and their
proprietary rights (including, without limitation, the Intellectual Property), (b) computer codes
and instructions, processing systems and techniques, inputs and outputs (regardless of the media on
which stored or located) and hardware and software configurations, designs, architecture and
interfaces, (c) business research, studies, procedures and costs, (d) financial data, (e)
distribution methods, (f) marketing data, methods, plans and efforts, (g) the identities of actual
and prospective suppliers, (h) the terms of contracts and agreements with, the needs and
requirements of, and the Company’s or its affiliates’ course of dealing with, actual or prospective
suppliers, (i) personnel information, (j) customer and vendor credit information, and (k)
information received from third parties subject to obligations of non-disclosure or non-use.
Failure to xxxx any of the Proprietary Information as confidential or proprietary shall not affect
its status as Proprietary Information.
6.5. Acknowledgements. The Executive acknowledges that the Restrictive Covenants are
reasonable and necessary to protect the legitimate interests of the Company and its affiliates,
that the duration and geographic scope of the Restrictive Covenants are reasonable given the nature
of this Agreement and the position the Executive holds within the Company, and that the Company
would not enter into this Agreement unless the Executive agrees to be bound by the Restrictive
Covenants set forth in this Section 6. The Executive further acknowledges that the Parties
will not complete the Purchase unless the Executive agrees to be bound by the Restrictive Covenants
and that, accordingly, the Restrictive Covenants contained herein are being entered into in
connection with the Purchase Agreement and the consummation of the Purchase.
6.6. Remedies and Enforcement Upon Breach.
6.6.1. Specific Enforcement. The Executive acknowledges that any breach by him,
willfully or otherwise, of the Restrictive Covenants will cause continuing and irreparable injury
to the Company for which monetary damages would not be an adequate remedy. The Executive shall
not, in any action or proceeding to enforce any of the provisions of this Agreement, assert the
claim or defense that such an adequate remedy at law exists. In the event of any such breach by
the Executive of any of the Restrictive Covenants, the Company shall be entitled to injunctive or
other similar equitable relief in any court, without any requirement that a bond or other security
be posted, and this Agreement shall not in any way limit remedies of law or in equity otherwise
available to the Company.
6.6.2. Judicial Modification. If any court determines that any of the Restrictive
Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of
such provision, such court shall have the power to modify such provision and, in its modified form,
such provision shall then be enforceable.
6.6.3. Accounting. If the Executive breaches any of the Restrictive Covenants, the
Company will have the right and remedy to require the Executive to account for and pay over to the
Company all compensation, profits, monies, accruals, increments or other benefits derived or
received by the Executive as the result of such breach. This right and remedy will be in addition
to, and not in lieu of, any other rights and remedies available to the Company under law or in
equity.
6.6.4. Enforceability. If any court holds the Restrictive Covenants unenforceable by
reason of their breadth or scope or otherwise, it is the intention of the parties hereto that such
determination not bar or in any way affect the right of the Company to the relief provided above in
the courts of any other jurisdiction within the geographic scope of such Restrictive Covenants.
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6.6.5. Disclosure of Restrictive Covenants. The Executive agrees to disclose the
existence and terms of the Restrictive Covenants to any employer that the Executive may work for
during the Restricted Period.
6.6.6. Extension of Restricted Period. If the Executive breaches Section 6.1
in any respect, the restrictions contained in that section will be extended for a period equal to
the period that the Executive was in breach.
7. Miscellaneous.
7.1. No Liability of Officers and Directors for Severance Upon Insolvency.
Notwithstanding any other provision of the Agreement and intending to be bound by this provision,
the Executive hereby (a) waives any right to claim payment of amounts owed to him, now or in the
future, pursuant to this Agreement from directors or officers of the Company if the Company becomes
insolvent, and (b) fully and forever releases and discharges the Company’s officers and directors
from any and all claims, demands, liens, actions, suits, causes of action or judgments arising out
of any present or future claim for such amounts.
7.2. Other Agreements. The Executive represents and warrants to the Company that
there are no restrictions, agreements or understandings whatsoever to which he is a party that
would prevent or make unlawful his execution of this Agreement, that would be inconsistent or in
conflict with this Agreement or the Executive’s obligations hereunder, or that would otherwise
prevent, limit or impair the performance by the Executive of his duties under this Agreement.
7.3. Successors and Assigns. The Company may assign this Agreement to any successor
to all or substantially all of its assets and business by means of liquidation, dissolution,
merger, consolidation, transfer of assets, sale of stock or otherwise. The duties of the Executive
hereunder are personal to the Executive and may not be assigned by him.
7.4. Governing Law and Enforcement. This Agreement shall be governed by and construed
in accordance with the laws of the Province of British Columbia without regard to the principles of
conflicts of laws. Any legal proceeding arising out of or relating to this Agreement will be
instituted in a provincial or federal court in the Province of British Columbia and the Executive
and the Company hereby consent to the personal and exclusive jurisdiction of such court(s) and
hereby waive any objection(s) that they may have to personal jurisdiction, the laying of venue of
any such proceeding and any claim or defense of inconvenient forum.
7.5. Waivers. The waiver by either party of any right hereunder or of any breach by
the other party will not be deemed a waiver of any other right hereunder or of any other breach by
the other party. No waiver will be deemed to have occurred unless set forth in a writing. No
waiver will constitute a continuing waiver unless specifically stated, and any waiver will operate
only as to the specific term or condition waived.
7.6. Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law. However, if any
provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability will not affect any other provision, and this Agreement
will be reformed, construed and enforced as though the invalid, illegal or unenforceable provision
had never been herein contained.
7.7. Survival. Section 6 of this Agreement will survive termination or
expiration of this Agreement and/or the cessation of Executive’s employment with the Company.
7.8. Notices. Any notice or communication required or permitted under this Agreement
shall be made in writing and (a) sent by overnight courier, (b) mailed by overnight express mail,
return receipt requested, (d) sent via hand delivery, or (c) sent by telecopier, addressed as
follows:
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If to the Executive:
Xxxxxx Xxxxxx
0000 X 0xx Xxx.
Xxxxxxxxx, X.X.
Xxxxxx X0X 0X0
0000 X 0xx Xxx.
Xxxxxxxxx, X.X.
Xxxxxx X0X 0X0
with a copy to:
XxXxxxxxxx O’Xxxxxx Xxxxx LLP
0000-000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
Xxxxxx X0X 0X0
Fax: (000) 000-0000
Attention: Xxxxxxxx XxXxxxxxxx
0000-000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
Xxxxxx X0X 0X0
Fax: (000) 000-0000
Attention: Xxxxxxxx XxXxxxxxxx
If to Company:
Lululemon Athletica Inc.
0000 XxXxxx Xxxxx
Xxxxxxxxx, XX X0X-0X0
Fax: (000)000-0000
Attention: Chief Executive Officer
0000 XxXxxx Xxxxx
Xxxxxxxxx, XX X0X-0X0
Fax: (000)000-0000
Attention: Chief Executive Officer
with copies to:
Advent International Corporation
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Fax: 000-000-0000
Attention: Xxxxxx X. Xxxxxxx
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Fax: 000-000-0000
Attention: Xxxxxx X. Xxxxxxx
or to such other address as either party may from time to time duly specify by notice given to the
other party in the manner specified above.
7.9. Entire Agreement; Amendments. This Agreement and the attached exhibits contain
the entire agreement and understanding of the parties hereto relating to the subject matter hereof,
and merges and supersedes all prior and contemporaneous discussions, agreements and understandings
of every nature relating to the subject matter. This Agreement may not be changed or modified,
except by an agreement in writing signed by each of the parties hereto.
7.10. Withholding. All payments (or transfers of property) to the Executive will be
subject to tax withholding in accordance with applicable law.
7.11. Section Headings. The headings of sections and paragraphs of this Agreement are
inserted for convenience only and shall not in any way affect the meaning or construction of any
provision of this Agreement.
7.12. Counterparts; Facsimile. This Agreement may be executed in multiple
counterparts (including by facsimile signature), each of which will be deemed to be an original,
but all of which together will constitute but one and the same instrument.
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[This space left blank intentionally; signature page follows]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer, and the Executive has executed this Agreement, in each case as of the date
first above written.
| LULULEMON ATHLETICA INC. | ||||||
| By: | /s/ Xxx Xxxxx |
|||||
| Title: | CEO | |||||
| XXXXXX XXXXXX | ||||||
| /s/ Xxxxxx Xxxxxx | ||||||
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