Lululemon Outside Director Compensation Plan
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Summary
This agreement outlines the compensation plan for outside (non-employee) directors of Lululemon. Eligible directors receive annual cash retainers, additional payments for attending meetings, annual stock option grants, and restricted stock awards. Committee chairs receive extra compensation, while committee members do not. Stock options vest over four years, and restricted stock vests after one year. Directors are also reimbursed for reasonable expenses related to board duties. Compensation is paid quarterly or semi-annually, with grants made at the annual meeting or upon initial appointment.
EX-10.22 29 o35800exv10w22.htm EXHIBIT 10.22 Exhibit 10.22
Exhibit 10.22
Outside Director Compensation Plan(a)
Annual Cash Retainer: | ||
Board Member | $30,000 | |
Audit Committee Chair | $10,000 | |
Audit Committee Member | No additional compensation | |
Compensation Committee Chair | $10,000 | |
Compensation Committee Member | No additional compensation | |
Nominating Committee Chair | No additional compensation | |
Nominating Committee Member | No additional compensation | |
Additional Payments: | ||
Attendance Fee for In Person Attendance at Board Meeting | $1,000 | |
Attendance Fee for Telephone Attendance at Board Meeting | $500 | |
Attendance Fee for Committee Meeting Attendance | $500 | |
One-Time Option Grant | ||
New directors — on date of initial election to Board | None | |
Annual Stock Option Grant(b) | $80,000 | |
Annual Grant of Restricted Stock(c) | $30,000 | |
Expense Reimbursement — for travel, lodging and other reasonable out-of-pocket expenses incurred in attending board and committee meetings | ||
| All amounts listed above are in U.S. dollars. | ||
| (a) | Each member of the Board, other than those who are employees of the Company, is eligible under the plan. | |
| (b) | Each of these options will have an exercise price equal to the fair market value of the Company’s common stock on the date of grant and will vest 25% per year on each anniversary of the option grant date for 4 years. | |
| (c) | Each share of restricted stock will fully vest on the first anniversary of the grant date. | |
Amount of shares issued for stock grants will equal to amount of stock award divided by the per share 123R charge as determined by the company for financial reporting purposes.
Timing of Director Compensation:
Each Director shall receive an initial stock option grant and restricted stock award the day of Lululemon’s prospective IPO. Thereafter, each Director will receive their annual stock option grant and restricted stock award on the date of the Company’s annual meeting. The cash retainer fees will be paid in arrears, quarterly or semi-annually at the Company’s discretion.
Each Director shall receive an initial stock option grant and restricted stock award the day of Lululemon’s prospective IPO. Thereafter, each Director will receive their annual stock option grant and restricted stock award on the date of the Company’s annual meeting. The cash retainer fees will be paid in arrears, quarterly or semi-annually at the Company’s discretion.
