exv10w1






Exhibit 10.1




VIA FACSIMILE

STRICTLY CONFIDENTIAL 




Mr. Armin Broger




21 September 2010




Re: Termination employment contract and settlement agreement




Dear Mr. Broger,



With this letter, we confirm our conference call on 10 September 2010, and our subsequent
discussions over the past few days, including today. This letter incorporates our entire
agreement.



As you are aware, the Company has been moving towards global brand management. To that
end, we engaged in a global restructuring that has resulted in your position being
eliminated. You agreed that your employment contract contains, in Article 7, tailor-made
paragraphs for this particular situation.



Within that scope, we have agreed to the following arrangement regarding payment and
implementation, taking into account the specific language as to that in your employment
contract dated 23 February 2007, including the addendum thereto also dated 23 February
2007:





	 	1.	 	You, Levi Strauss Nederland B.V. and Levi Strauss & Co Europe SCA/COM.VA
(“Parties”) agree to terminate your employment contract dated 23 February 2007,
including the addendum thereto also dated 23 February 2007 (“the Employment
Contract”) on 28 November 2010 (“the Termination Date”) by mutual consent.
	 
	 	2.	 	Within 30 days after the Termination Date, Levi Strauss Nederland B.V.
and Levi Strauss & Co Europe SCA/COM.VA (“Levi Strauss & Co.”) agree to pay you
a lump sum compensation of two times your base compensation in conformity with
especially article 7.3 and article 7.6 of the Employment Contract after
deduction of wage tax and/or health insurance premium and/or in another way, to
be indicated by you (for example payment of the gross amount into a Stamrecht
B.V.; Levi Strauss & Co. will fully cooperate with such structure; you will
inform Levi Strauss & Co. in time if you prefer to receive (part of) the payment
gross in a




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	 	 	 	Stamrecht B.V.), on the condition that the way of payment is allowed under Dutch
tax legislation and does not increase Levi Strauss & Co.’s costs. That amount
equates to EUR 2,464,275 gross.






	 	3.	 	Any taxes due outside the Netherlands and/or Belgium will be for your
account and risk, including related costs, such as penalties and interest.
Should Levi Strauss & Co. and/or any of its affiliates be held liable for any
such unpaid taxes in respect of aforementioned lump sum compensation, such
unpaid taxes (including related cost such as for example interest and penalties)
will be reclaimed from you and paid by you to Levi Strauss & Co. within 30 days
after Levi Strauss & Co. reclaimed such taxes and related costs from you. In
addition, Levi Strauss & Co. is responsible for resolving any tax issues caused
by errors in our calculations. Furthermore, Levi Strauss & Co. will assist in
your tax planning 2010 and in filing your personal income tax return 2010 in
accordance with Article 6 of the Employment Contract.
	 
	 	4.	 	You are given paid leave as of 30 September 2010 and will be exempted
from all further obligations to perform any services for Levi Strauss & Co.
and/or any of its affiliates until the Termination Date. Until the Termination
Date, you will be paid your usual monthly salary, including all benefits, in
accordance with the Employment Contract. At the time of your Termination Date,
you will be paid (EUR 495,000 gross). All your benefits will cease as of the
Termination Date, including but not limited to the allowances and (contribution
to) pension premiums.
	 
	 	5.	 	Additionally, Levi Strauss & Co. will pay you your 2010 AIP bonus, which
is tied to both business and individual performance and is discretionary and
subject to Board approval. It will be payable in February, 2011.
	 
	 	6.	 	You will resign as managing director or any other legal position
associated with Levi Strauss Nederland B.V., Levi Strauss & Co Europe
SCA/COM.VA, Levi Strauss Continental and all other business entities listed on
Attachment A hereto, effective as from 30 September 2010, by means of a
resignation letter, in the format as attached hereto, to be delivered to Levi
Strauss & Co. You agree that you have been consulted with respect to the
shareholder’s resolution for your resignation and you hereby waive your rights
to give advice to the general meeting of shareholders of Levi Strauss Nederland
B.V. in relation to such resolution. Consequently, as from 30 September 2010 you
will no longer be an officer, a director or a representative of Levi Strauss &
Co. and/or any of its affiliates. Levi Strauss & Co. guarantees that the
business entities listed on Attachment A




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	 	 	 	hereto shall fully discharge you for the policy conducted until 30 September
2010.






	 	7.	 	You will receive a normal settlement of account to be paid within 30
days after the Termination Date. To the extent possible holidays will be deemed
to be taken during the paid leave period. No compensation for any unused
vacation days will be due.
	 
	 	8.	 	On the Termination Date at the latest, you will be obliged to return all
Levi Strauss & Co.’ documents and/or properties (including all documents and/or
properties of any affiliate of Levi Strauss & Co.) made available to you in
relation to your work, in good condition at Levi Strauss & Co.’s office in
Brussels, Belgium.
	 
	 	9.	 	All post-contractual obligations ensuing from the Employment Contract
will be kept in existence after the Termination Date, except for Article 18 of
the Employment Contract.
	 
	 	10.	 	Parties undertake to observe secrecy with respect to the content of this
agreement as well as with respect to the content of the correspondence and other
contacts in respect of the termination of the Employment Contract, except and so
far as legally required.
	 
	 	11.	 	Parties will refrain from making any such negative comments about each
other (including any affiliate of Levi Strauss & Co.) to third parties as may
harm their mutual justified interests, except and so far as legally required.
	 
	 	12.	 	Parties will announce internally and externally: As part of this global
brand management, Armin Broger, president of LSEMA, will be departing the
Company. We are grateful for his dedication and innovative and strategic
leadership over the years. I personally will miss working with him, and wish him
the best in his new endeavors. Parties will agree to this language or something
similar in close consultation.
	 
	 	13.	 	Levi Strauss & Co. will reimburse, upon submission of the relevant
invoices, including proper breakdown, the costs of legal and tax advice incurred
by you in connection to the termination of the Employment Contract up to a total
amount of EUR 10,000, excluding VAT, but including office costs and other
out-of-pocket expenses.
	 
	 	14.	 	Levi Strauss & Co. shall ensure that any vested SAR grants will be fully
exercisable at the next available window.
	 
	 	15.	 	This agreement constitutes the entire agreement between Parties with
respect to the termination of the Employment




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	 	 	 	Contract. This agreement replaces all previous agreements, which are therefore no
longer valid.






	 	16.	 	Parties irrevocably waive the right to invoke nullity or demand
nullification, or to invoke or demand dissolution, for whatever reason
	 
	 	17.	 	If one or more provisions of this agreement are null and void, this will
not result in the nullity of the other provisions of this agreement. Parties
undertake to consult immediately with each other regarding provisions that are
null and void and will arrange for an alternative provision that is valid.
	 
	 	18.	 	If the court decides otherwise than agreed on between Parties, the
contents of this agreement will prevail to the court’s judgment.
	 
	 	19.	 	After execution of this agreement, Parties grant each other full and
final discharge regarding the employment and/or corporate relationship, future
bonus entitlements, the (manner of) termination of the employment and/or
corporate relationship and/or any other ground. Parties declare that they have
no further claims against each other, either inside or outside the Netherlands.
	 
	 	20.	 	This agreement is governed by and construed in accordance with the laws
of The Netherlands. Parties submit to the exclusive jurisdiction of the
competent courts in Rotterdam, the Netherlands.




Please sign this letter agreement for approval and return it to our offices.




	 	 	 	 	 	 	 

	 	 	 
	/s/ Michael Strehler	 	/s/ Emanuela Bonadiman
	 	 	 
	Levi Strauss Nederland B.V.	 	Levi Strauss & Co. Europe
	SCA/COM.VA	 	 	 	 
	By:

	 	Michael Strehler	 	By:	 	Emanuela Bonadiman
	Title:

	 	SVP Commercial Operations	 	Title:	 	VP Global Talent Management
	Date:

	 	23.09.10	 	Date:
	 	22 September 2010
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	For approval:	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Armin Broger	 	 	 	 
	Mr. Armin Broger	 	 	 	 
	Date:

	 	September 21, 2010	 	 	 	 






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ATTACHMENT A




Levi Strauss & Co.

Dockers U.K. Ltd.

Farvista Ltd.

Levi Strauss (U.K.) Ltd.

Levi Strauss de Espana, S.A.

Levi Strauss Istanbul Konfeksiyon Sanayi ve Ticaret A.S.

Retailindex Ltd.

Levi Strauss & Co. Europe SCA/CVA

Levi Strauss International Group Finance Coordination Services SCA/CVA

Levi Strauss Italia S.R.L.

Levi’s Footwear & Accessories Italy SpA

Levi’s Footwear & Accessories (Switzerland) SA

Levi Strauss Nederland Holding B.V.

Levi Strauss Nederland B.V.

LVC B.V.

Levi Strauss Belgium, SA

Levi Strauss Benelux Retail BVBA

Levi Strauss Continental SA

Levi Strauss Germany GmbH

Levi Strauss Hellas AEBE

Levi Strauss Hungary Trading LLC

Levi Strauss International

Levi Strauss International, Inc.

LVC, LLC

505 Finance C.V.

550 Holdings C.V.





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