STOCK OPTION AWARD AGREEMENT

Exhibit 10.2

Non-Qualified Stock Option Agreement
under the
lululemon athletica inc. 2007 Equity Incentive Plan

          THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “ Agreement ”) is made between lululemon athletica inc. (the “ Company ”) and ROBERT MEERS (the “ Optionee ”).

          WHEREAS, the Company maintains the lululemon athletica inc. 2007 Equity Incentive Plan (the “ Plan ”); and

          WHEREAS, the Plan permits the award of Options to purchase Shares, subject to the terms of the Plan; and

          WHEREAS, on January 27, 2006 (the “ Original Grant Date ”) the Optionee was granted an option to purchase 1,170,000 shares of common stock of the Company’s U.S. operating subsidiary, lululemon usa inc. (f/k/a Lululemon Athletica USA Inc.), under the Lululemon Athletica USA Inc. 2005 Equity Incentive Plan (such option is hereinafter referred to as the “ Original Option ”); and

          WHEREAS, on or about July 27, 2007 and in connection with the Company’s corporate reorganization (the “ Reorganization ”), an option under the Plan (the “ Substitute Option ”) was substituted for the Original Option to reflect the effects of the Reorganization; and

          WHEREAS, the Company and the Optionee wish to amend and restate the Substitute Option to reflect certain negotiated changes.

          NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the parties intending to be legally bound hereby, agree as follows:

      1.    Award of Option . This Option constitutes an amendment and restatement of the Substitute Option. This Option represents the right to purchase 501,802 Shares (the “ Option Shares ”). In addition to the terms set forth herein, the Option is subject to the terms of the Plan applicable to non-qualified stock options, which terms are incorporated herein by this reference. Except as otherwise specified herein, or unless the context requires otherwise, the terms defined in the Plan will have the same meanings herein.

      2.    Nature of the Option . This Option is intended to be a nonstatutory stock option and is not intended to be an Incentive Stock Option within the meaning of Section 422 of the Code, or to otherwise qualify for any special tax benefits to the Optionee.

      3.    Date of Grant; Term . The Option is restated pursuant to the authorization of the Compensation Committee of the Company’s Board of Directors on November 28, 2007 (the “ Effective Date ”) and may not be exercised later than the tenth anniversary of the Original Grant Date, subject to earlier termination as provided in the Plan.

      4.    Option Exercise Price . The total cost to the Optionee to purchase, pursuant to this Agreement, one Share is $0.49. All dollar amounts reflected in this Agreement are expressed in U.S. dollars.

      5.    Exercise of Option .

          (a)   Right to Exercise . This Option will become exercisable as follows :

               i.   Immediately Vested Portion . The Option will be vested and exercisable with respect to 15% of the Option Shares immediately upon the Effective Date.

               ii.   Time Vested Portion . The Option will become vested and exercisable with respect to 15% of the Option Shares on each of the following dates: January 27, 2008, January 27, 2009 and January 27, 2010 (such 45% of the Option Shares being herein referred to as the “ Time Vested Portion ”); provided , in each case, that the Optionee remains in continuous service with the Company through the applicable date. Notwithstanding the foregoing, the Option will become vested and exercisable with respect to the Time Vested Portion immediately prior to (and contingent upon) the occurrence of a Sale (as defined below in Section 17(j)), provided the Optionee remains in continuous service with the Company through the date of that Sale. Solely for purposes of this Agreement, service with the Company will be deemed to include service with an Affiliated Company (as defined below in Section 17(c) ) for so long as such entity remains an Affiliated Company.

               iii.   Performance Vested Portion . The Option may become vested and exercisable with respect to 40% of the Option Shares (the “ Performance Vested Portion ”), based upon the Return Multiple (as defined below in Section 17(i) ) realized by the Institutional Holders while this Option remains outstanding, as follows:

                    (1)  Immediately prior to (and contingent upon) the occurrence of an Investor Sale (as defined below in Section 17(g) ), and provided the Optionee remains in continuous service with the Company through the date of the Investor Sale, the Performance Vested Portion will become vested and exercisable based on the Return Multiple realized upon completion of the Investor Sale:

		Percentage of Option
Return Multiple Achieved		Shares Exercisable
x < 2.00		None
2.00 ≤ x < 2.25		3.08%
2.25 ≤ x < 2.50		6.15%
2.50 ≤ x < 2.75		9.23%
2.75 ≤ x < 3.00		12.31%
3.00 ≤ x < 3.25		15.38%
3.25 ≤ x < 3.50		18.46%
3.50 ≤ x < 3.75		21.54%
3.75 ≤ x < 4.00		24.62%
4.00 ≤ x < 4.25		27.69%
4.25 ≤ x < 4.50		30.77%
4.50 ≤ x < 4.75		33.84%
4.75 ≤ x < 5.00		36.92%
5.00 ≤ x		40%

                    (2)  If the Return Multiple increases following an Investor Sale due to a subsequent Transfer and the Optionee remains in continuous service with the Company through the date of that subsequent Transfer, the Option will then become vested and exercisable with respect to an additional number of Option Shares determined (in accordance with the chart contained in Section 5(a)(iii)(1), above) based on the cumulative Return Multiple achieved, reduced by the number of Option Shares with respect to which the Performance Vested Portion has previously become vested and exercisable (taking into account any adjustments pursuant to Section 3(c) of the Plan). This provisions of this Section 5(a)(iii)(2) will apply with respect to each subsequent Transfer until the Performance Vested Portion terminates.

                    (3)  At such time as no further increases to the Return Multiple are possible (e.g., when the Institutional Holders and their Permitted Transferees have Transferred their entire capital stock holdings in the Company and its Affiliates), any portion of the Performance Vested Portion that has not, by that time, become vested and exercisable will terminate immediately and automatically.

                    (4)  Notwithstanding anything to the contrary in this Section 5(a)(iii), the Performance Vested Portion will become fully vested and exercisable if and when a Return Multiple of 5.00 or greater is realized, regardless of whether such Return Multiple is realized in connection with an Investor Sale, provided the Optionee remains in continuous service with the Company through the date that such Return Multiple is realized.

          (b)   Method of Exercise . The Optionee may exercise the Option by providing written notice to the Company and shall be delivered in person or by certified mail to the Secretary of the Company (or such other person as may be designated by the Company). The written notice shall be accompanied by payment of the purchase price and, if requested by the Company, an executed counterpart to the Stockholders Agreement. The certificate(s) for the Shares as to which the Option shall have been exercised will be registered in the name of the Optionee and, in addition to any other legend that may be required pursuant to applicable law, the Plan, the Stockholders Agreement or otherwise, will contain the following legend:

          (c)   Partial Exercise . The Option may be exercised in whole or in part; provided , however , that any exercise may apply only with respect to whole numbers of Option Shares.

          (d)   Restrictions on Exercise . The Option may not be exercised if the issuance of the Option Shares upon such exercise would constitute a violation of any applicable law or regulation or any exchange listing requirements.

      6.    Investment Representations . Unless the Option Shares have been registered under the Securities Act of 1933 (the “ Securities Act ”), in connection with the acquisition of this Option, the Optionee represents and warrants to the Company that:

          (a)  he or she is acquiring the Option, and upon exercise of the Option, will be acquiring the Option Shares for investment for his or her own account, not as a nominee or agent, and not with a view to or for resale in connection with any distribution thereof; and

          (b)  he or she has a preexisting personal or business relationship with the Company or one of its directors, officers or controlling persons and, by reason of his or her business or financial experience, has, and can be reasonably assumed to have, the capacity to protect his or her interests in connection with the acquisition of the Option and the Option Shares.

In addition, as a further condition to the exercise of the Option, the Company may require the Optionee to make any representation or warranty to the Company as may be required by or advisable under any applicable law, regulation or exchange listing requirement.

      7.    Withholding . The Company reserves the right to withhold from any consideration payable or property transferable to the Optionee any taxes required to be withheld by law as a result of the grant or exercise of this Option or the sale or other disposition of the Option Shares. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is then payable to the Optionee, upon the request of the Company and as a condition to the grant or exercise of this Option or the sale or other disposition of the Option Shares, the Optionee (or such other person entitled to exercise this Option pursuant to Section 5 of the Plan) will pay to the Company an amount sufficient for the Company to satisfy any such tax withholding requirements.

      8.    The Plan . The Optionee has received a copy of the Plan (a copy of which is attached hereto), has read the Plan and is familiar with its terms, and hereby accepts the Option subject to all of the terms and provisions of the Plan. Pursuant to the Plan, the Board is authorized to interpret the Plan and to adopt rules and regulations not inconsistent with the Plan as it deems appropriate. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board regarding any questions arising under the Plan or this Agreement.

      9.    Governing Law . This Option Agreement will be construed in accordance with the laws of the State of Delaware, without regard to the application of the principles of conflicts of laws.

      10.    Amendment . This Agreement may only be amended by a writing signed by each of the parties hereto.

      11.    Entire Agreement . This Agreement, together with the Plan, represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature (including, without limitation, Section 2.3 of the Employment and Restrictive Covenant Agreement dated December 5, 2005 between the Optionee and Lululemon Athletica Inc. and Exhibit A attached thereto). For avoidance of doubt, the Optionee further acknowledges that (i) the Original Option, and all the Optionee’s rights thereunder, were replaced by the Substitute Option, and (ii) this Option amends and restates the Substitute Option in its entirety.

      12.    Market Stand-Off .

          (a)  The Optionee hereby agrees that, in connection with any registration under the Securities Act of 1933, as amended, of any Option Shares, the Optionee (and the Optionee’s permitted transferees, if any) shall not sell or otherwise transfer (including through short-sales, hedging, or similar transactions) any Option Shares during the period that the Board specifies (a “ Holdback ”); provided, however, that such period shall not exceed one hundred eighty (180) days (or other such period that the underwriters reasonably require) following the effective date of the applicable registration statement filed under the Securities Act (the “ Market Stand-Off Period ”). Until the end of such Market Stand-Off Period, the Company may impose, with respect to Option Shares, stop-transfer instructions that are subject to the foregoing restrictions.

          (b)  Optionee also agrees to be bound by any restriction agreed to by holders of not less than a majority of the then outstanding Shares (giving effect to the pro forma conversion of all outstanding preferred shares and other convertible securities and the pro forma exercise of all stock options, warrants and other rights, to the extent then exercisable).

          (c)  In addition, if any managing underwriter or book runner of any such offering or registration (the “ Underwriter ”) requests, the Optionee will execute and deliver to the Underwriter such documents, agreements, and instruments that the Underwriter shall reasonably require to enable the Underwriter to obtain the benefit of the Holdback during the Market Stand-Off Period. In con