exv10w2






Exhibit 10.2




TRANSITION SERVICES, SEPARATION AGREEMENT

AND RELEASE OF ALL CLAIMS




     This Transition Services, Separation Agreement and Release of All Claims (“Agreement”) is
made and entered into by and between John Anderson (“Executive”) and Levi Strauss & Co., and its
affiliated entities, including parent, subsidiary, and sister corporations (collectively “LS&Co.”
or the “Company”), together referred to as “the parties.”



     In consideration of the covenants and promises contained in this Agreement and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows.



     1. Transition Services and Separation From Employment.




     (a) Executive agrees that effective September 1, 2011 (the “Transition Date”), he will
resign as the Chief Executive Officer of LS&Co. and as a member of the Board of Directors
of LS&Co and until then shall perform his duties to the best of his abilities, in the best
interests of the Company and in compliance with this Agreement.




     (b) Executive agrees that no later than the Transition Date, at such date determined
by the Company, he will resign as director or any other legal position associated with the
LS&Co. subsidiaries listed on Attachment A hereto, by means of a resignation letter
in form and substance necessary to effect each such resignation, to be delivered to LS&Co.
Executive waives any rights to give or receive notice with respect to such resignations.




     (c) Effective as of the Transition Date, Executive shall become a non-executive
employee of LS&Co. and, in such position, shall provide transition services to LS&Co. as
requested by the Company until the last day of fiscal year 2011 (the “Termination Date”).
Effective as of the Termination Date, Executive will cease to be an employee of, or have
any connection with, or claims against LS&Co. (except for payments or benefits due
hereunder).




     (d) During the period commencing on the Transition Date and ending on the Termination
Date (the “Transition Period”), subject to Executive’s compliance with Section 1(c) above
and reasonable cooperation with the requests of LS&Co., Executive shall continue to receive
his base salary during the Transition Period based on his current annual rate of base
salary of $1,275,000, which shall be paid in accordance with LS&Co.’s normal payroll
practices, subject to applicable federal, state, local and employment tax withholding.
During the Transition Period, Executive shall continue to vest in any outstanding equity
awards and remain eligible to participate in the employee benefits offered by LS&Co. in
accordance with the terms of such employee benefit plans.



     2. Separation Benefits. If Executive timely signs this Agreement, timely signs and
does not revoke a Supplemental Release (as defined in Section 25 below), and he complies with this
Agreement (including, without limitation, all provisions of the Severance Plan (as defined in
Section 20 below) incorporated by reference herein and his obligations under Sections 1(a), 1(d)
and 6 hereof), any Company policy applicable to Executive and the Supplemental Release, he will



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receive the following benefits in consideration of his transition services, cooperation with
the Company and releases of claims in favor of the Company, which are in addition to anything he
is otherwise entitled to or has been paid by LS&Co., including but not limited to any accrued and
unused salary or vacation pay:





     (a) A lump sum payment equal to $2,524,995, subject to applicable federal, state,
local and employment tax withholding, which will be paid on the first full payroll date in
January 2012.




     (b) Subject to any payment delay required by Section 13 below, commencing on the
second full payroll date in December 2011, LS&Co. will pay to Executive an aggregate amount
equal to $4,543,413, subject to applicable federal, state, local and employment tax
withholding, which will be paid in equal installments of $57,620.19 over seventy-eight (78)
weeks in accordance with the Company’s regular payroll practices; provided that the first
payment shall include (i) a payment in lieu of two weeks’ notice equal to $49,038 and (ii)
all amounts that would have been paid to Executive had payments commenced effective as of
the Transition Date. Provided, however, if Executive dies before all payments are made
under this Section 2(b), all remaining payments will be made to Executive’s estate in a
lump-sum on the sixtieth (60th) day after Executive’s death, provided that the
Company may delay such payments until it is provided with proof of Executive’s death but,
in the case of amounts subject to Section 409A (as defined in Section 13(a) below), only
within the time periods necessary to avoid the imposition of taxes under Section 409A.




     (c) Upon the Supplemental Release Effective Date, all of Executive’s outstanding
unvested stock appreciation rights granted to him by LS&Co. (other than those granted in
calendar year 2011 (the “2011 SAR”)) shall vest in full and shall be exercisable following
Executive’s termination of employment in accordance with their existing terms. Upon the
Supplemental Release Effective Date, the 2011 SAR shall vest as to 25% of the shares
covered thereby and shall be exercisable following Executive’s termination of employment in
accordance with its existing terms. Executive shall have an eighteen (18)-month
post-termination exercise period commencing on the Termination Date during which all of his
vested SARs will remain outstanding and exercisable pursuant to the terms of the Company’s
2006 Equity Incentive Plan. Further, the Company agrees that if Executive does not have at
least two (2) weeks to exercise his SARs during the final exercise window of his eighteen
(18)-month post-termination exercise period, Executive will be permitted to exercise his
SARs during the next two (2)-month exercise window, but in no event beyond the expiration
date applicable to the SARs.




     (d) Notwithstanding any contrary provision under the Company’s Annual Incentive Plan
and in satisfaction of any obligation thereunder, at the time annual bonuses are generally
paid under the Annual Incentive Plan, but in no event later than March 15, 2012, LS&Co.
will pay to Executive a single cash lump sum payment equal to $1,721,250, which represents
Executive’s bonus at target (135% of base salary), for the entire 2011 fiscal year.




     (e) LS&Co. shall pay to Executive his account balance under the



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following plans as a result of his participation therein, such payments will be made
in accordance with the terms of the applicable plan and applicable law (including any
vesting requirements) and any election properly made thereunder, in each case, subject to
applicable federal, state, local and employment tax withholding:




     i. The Supplemental Executive Incentive Plan;




     ii. The 401(k) Restoration Plan; and




     iii. The Australia Superannuation Plan.




     Executive’s right to the benefits described in this Section 2(e) shall not be subject
to the requirement that he sign and not revoke a release of claims in favor of the Company
unless required by the applicable plan.




     (f) If Executive or his covered dependents timely elect to receive medical coverage
continuation under the Consolidated Budget Reconciliation Act of 1986 (“COBRA”), LS&Co.
will pay the same percentage of the monthly cost of the COBRA medical coverage, as it paid
for Executive’s medical coverage during his active employment for up to the earlier of
eighteen (18) months, or the date Executive becomes eligible for coverage under another
group health plan unless the new plan has a pre-existing condition limitation, or Executive
is entitled to Medicare. During the period of coverage subsidized by LS&Co., Executive
will be responsible for payment of the remainder of the cost of COBRA medical coverage, and
for the full cost of any dental or vision coverage he or any member of his family elects.
Any failure by Executive to pay his portion of coverage will result in termination of
continuation coverage and LS&Co.’s obligations under this Section 2(f). Any period of
subsidized coverage shall be counted toward Executive’s applicable COBRA entitlement
period. After the Company-subsidized coverage period ends, Executive will be responsible
for full payment of his entire COBRA premium. Executive agrees to promptly inform LS&Co.
as soon as he becomes eligible for coverage under another group health plan. The dollar
amount of such COBRA premiums paid by LS&Co. shall be taxable to Executive to the extent
required or advisable to avoid potentially adverse tax treatment or other economic
consequences to Executive or to LS&Co.




     (g) LS&Co. will pay the cost of premiums for Executive under its standard basic life
insurance program not to exceed $10,000 for the same duration that it subsidizes the COBRA
coverage in Section 2(f) above.




     (h) The provisions of this Section 2 are intended to be and are exclusive and in lieu
of any other rights or remedies to which Executive or the Company may otherwise be
entitled, whether at law, tort or contract, in equity, or under this Agreement or the
Severance Plan (other than the payment of accrued but unpaid wages, as required by law, and
any unreimbursed reimbursable expenses). Executive will be entitled to no other severance,
benefits, compensation or other payments or rights upon a termination of employment,
including, without limitation, any severance payments and/or benefits provided in any
employment-related agreement, other than those benefits expressly set forth in Sections 2
and 5 of this Agreement or pursuant to written equity award



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agreements with the Company.



     3. Taxes. All separation payments will be treated as wages and will be subject to
withholding of applicable taxes, employee social security contributions and other amounts under
applicable law.



     4. Payments on Separation from Employment. LS&Co. will pay Executive accrued but
unpaid vacation, expense reimbursements, wages, and other vested benefits due to Executive under
any Company-provided plans, policies, and arrangements on the Termination Date.



     5. Outplacement Services. Subject to Executive timely signing this Agreement, timely
signing and not revoking a Supplemental Release, and complying with this Agreement (including,
without limitation, all provisions of the Severance Plan incorporated by reference herein and his
obligations under Sections 1(a), 1(d) and 6 hereof), any Company policy applicable to Executive
and the Supplemental Release, he may use reasonable executive outplacement services until the
one-year anniversary of the Termination Date.



     6. Cooperation. In consideration of this Agreement, Executive will fully cooperate
with LS&Co. and its counsel as it relates, in any way, to any issue or matter that may arise as
the subject of litigation or administrative inquiry, which occurred during his employment with or
other services to LS&Co. Full cooperation shall include, but not limited to, review of documents,
attendance at meetings, trial or administrative proceedings, depositions, interviews, or
production of documents to LS&Co. without the need of the subpoena process. In addition, as a
condition to LS&Co. executing this Agreement and providing the benefits hereunder, Executive
agrees to cooperate in all matters relating to the transition of his employment (including with
respect to internal and external communication plans) and other matters reasonably requested by
the Board of Directors of LS&Co., whether before or after the Termination Date.



     7. Indemnification. LS&Co. will defend Executive with respect to any claims brought
against Executive arising out of his employment or other service relationship with LS&Co.,
provided that LS&Co. shall select defense counsel and control the defense, subject to the consent
of Executive, which consent shall not be unreasonably withheld. In the event that Executive and
LS&Co. cannot agree on the selection of defense counsel, or on any decision with respect to the
defense of a claim, including but not limited to any decision to settle a claim, LS&Co.’s duty to
defend shall cease, and Executive shall assume all defense costs from that time forward, subject
to later payment by LS&Co. if it is determined that LS&Co. owes Executive a duty of indemnity that
includes those costs. LS&Co. will indemnify Executive to the extent permitted by LS&Co.’s bylaws,
and to greatest extent permitted by law, under the laws of the State of Delaware, or the laws of
the State of California, as the case may be, without respect to conflicts of law principles, with
respect to any judgment, verdict, or order against Executive for conduct by Executive which is
within the course and scope of his employment or other service relationship with LS&Co.



     8. Release by Executive. In consideration of the promises set forth in Sections 2
and 5 of this Agreement, Executive, on behalf of himself, his successors, heirs,
administrators, executors, assigns, attorneys, agents and representatives, and each of them,
irrevocably and



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unconditionally waives, releases, and promises never to assert against LS&Co., and its
present and former parent companies, affiliates, subsidiaries, officers, directors, present and
former employees, benefit plans, attorneys, insurers, agents, successors, and assigns, and each
of them (collectively “releasees”), any and all debts, claims, liabilities, demands, and causes
of action of every kind, nature and description he may have against releasees, including,
without limitation, all those arising out of or related to Executive’s employment or other
service relationship with, and termination from LS&Co., or any affiliate, or any other claim of
any kind arising from any act or omission that occurred prior to Executive’s execution of this
Agreement including the termination of employment contemplated by this Agreement; provided,
however, that Executive is not waiving any claims pursuant to this Section 8 under the Age
Discrimination in Employment Act (ADEA) or under the Older Workers Benefit Protection Act
(OWBPA). Further, Executive is not waiving any claims pursuant to this Section 8 with respect
to this Agreement or any rights to indemnification (whether contractual or under applicable law
or Company Bylaws) as such rights exist from time to time pursuant to applicable contract or
law or Company Bylaws.




     These claims include, but are not limited to, claims arising in any jurisdiction in the
world, including any claims under U.S. federal, state, or local statutory or common law such as
Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, the Family and Medical Leave Act of 1993, the Workers Adjustment and
Retraining Notification Act, the California Fair Employment and Housing Act; the California Civil
Code, the California Labor Code, the California WARN Act (Cal. Labor Code §§1400 et seq.), claims
arising under contract or any alleged breach of tort law; and claims arising out of any law or
public policy of the United States of America, the State of California, or any other governmental
entity.



     Executive accepts the amounts to which he is entitled by virtue of this Agreement as final
settlement of accounts between the parties and declares expressly that, subject to performance of
this Agreement, neither LS&Co. nor any company affiliated with LS&Co. — wherever located — will
have any further obligations vis-a-vis him. Executive confirms that he has no further rights or
claims — and to the extent relevant he knowingly and expressly waives any and all of such rights
and claims against LS&Co. or any of its affiliates, wherever located and under any applicable laws
of any relevant jurisdiction, on the basis of the employment relationship and/or the termination
of the employment contract, including (without limitation) with respect to salary, bonuses,
commissions, vacation pay, termination, discrimination, outplacement benefits, relocation
benefits, protection indemnities of any nature, any other indemnities or on any other basis
whatsoever.



     Executive moreover expressly waives the right to invoke any factual or legal error or any
omission whatsoever pertaining to the existence and extent of his rights.



     9. No Existing Claims. Executive warrants that neither Executive nor his successors,
heirs, administrators, executors, assigns, attorneys, agents, or representatives have (a) filed,
or intend to file, any complaints, charges, grievances, or lawsuits against releasees, or any
other person or entity which is released by this Agreement, with any federal, state, or other
court or agency in any jurisdiction inside or outside the United States, or (b) commenced, or
intend to commence, any arbitration or other dispute resolution process, and Executive for
himself, his successors, heirs, administrators, executors, assigns, attorneys, agents, and
representatives,



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warrants that they will not do so at any time hereafter, and that if any such other
complaint, charge, lawsuit, or arbitration has been filed, it will be immediately dismissed with
prejudice.




     10. Section 1542 Waiver. Executive waives all rights under California Civil Code
section 1542, and any similar statute or rule of decision in any other jurisdiction. Section 1542
reads as follows:




“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”



     By waiving all rights under section 1542, Executive acknowledges that this release includes
all claims, demands, or causes of action, attorneys’ fees and costs that Executive may have
against releasees. It is understood and agreed by Executive that this Agreement waives Civil Code
section 1542, and is a full and final release, and that it will extinguish claims, demands and
causes of action that are known or unknown, foreseen, or unforeseen, anticipated or unanticipated,
of every kind, nature and character Executive may have against LS&Co, as of the date Executive
executes this Agreement.



     11. No Admission of Liability. This Agreement is not an admission of liability on
the part of releasees, or any of their present or former directors, officers, employees,
shareholders, or agents. This Agreement is not an admission, directly or by implication, that
releasees, or any of them, has violated any law, regulation, rule, or contractual right, or any
other duty or obligation of any kind, including any duty or obligation owed to or allegedly owed
to Executive.



     12. Confidentiality. Executive agrees that confidentiality is one of the most
important terms of this Agreement, and that the terms of this Agreement are a private matter.
Executive agrees that he has kept his negotiations with LS&Co. confidential, and that he will not
directly or indirectly divulge or disclose the terms of this Agreement (or negotiations related
thereto) to anyone subject to the following exceptions:




     (a) Executive may disclose the terms of this Agreement as required by any
governmental agency or to comply with a lawfully-issued subpoena or court order;




     (b) Executive may disclose the terms of this Agreement to his spouse so long as she
is informed of Executive’s obligation to keep this Agreement confidential, and promises
to comply with the terms of the Agreement;




     (c) Executive may disclose the terms of this Agreement to his tax advisors and
attorneys, but only to the extent that it is required for the rendering of professional
services, so long as the person is informed of Executive’s obligation to keep this
Agreement confidential prior to the disclosure of the information, and promises to comply
with the terms of the Agreement; and




     (d) Executive may disclose the terms of (but not the negotiations related to) this
Agreement once the Agreement has been publicly filed with the U.S. Securities and
Exchange Commission.



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     Executive further agrees that unless required by law or a lawfully-issued subpoena or court
order, or specifically authorized by LS&Co. in advance, he will not directly or indirectly use or
disclose to others any information regarding any confidential or proprietary information or trade
secrets concerning LS&Co.’s business practices, market research, marketing plans or strategies,
new product plans, product projections, financial data or information, product plans or product
information, distribution information, sourcing information, customer or vendor information,
product marketing campaigns or programs, information about LS&Co. personnel, or any other
information considered to be confidential by LS&Co. The parties agree, however, that information
will not be deemed confidential if (a) it was in the public domain at or after the time
communicated to Executive by a disclosure through no fault of Executive; or (b) it was developed
independently by Executive without any relationship to his employment at LS&Co.



     13. Section 409A.




     (a) Notwithstanding anything to the contrary in this Agreement, no severance pay or
benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when
considered together with any other severance payments or separation benefits, are
considered deferred compensation not exempt under Section 409A (together, the “Deferred
Payments”) will be paid or otherwise provided until Executive has a “separation from
service” within the meaning of Section 409A. And for purposes of this Agreement, any
reference to “termination of employment,” “termination” or any similar term shall be
construed to mean a “separation from service” within the meaning of Section 409A.
Similarly, no severance payable to Executive, if any, pursuant to this Agreement that
otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section
1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the
meaning of Section 409A. For purposes of this Agreement, “Section 409A” means Section 409A
of the Internal Revenue Code of 1986, as amended, and the final regulations and any
guidance promulgated thereunder or any state law equivalent.




     (b) Notwithstanding anything to the contrary in this Agreement, if Executive is a
“specified employee” within the meaning of Section 409A at the time of Executive’s
termination of employment (other than due to death), then the Deferred Payments, if any,
that are payable within the first six months following Executive’s separation from service,
will become payable on the first payroll date that occurs on or after the date six months
and one day following the date of Executive’s separation from service. All subsequent
Deferred Payments, if any, will be payable in accordance with the payment schedule
applicable to each payment or benefit without regard to such delay. Notwithstanding
anything herein to the contrary, if Executive dies following Executive’s separation from
service, but prior to the six month anniversary of the separation from service, then any
payments delayed in accordance with this paragraph will be payable in a lump sum as soon as
administratively practicable after the date of Executive’s death and all other Deferred
Payments will be payable in accordance with the payment schedule applicable to each payment
or benefit without regard to such delay. Each payment, installment and benefit payable
under this Agreement is intended to constitute a separate payment for purposes of Section
1.409A-2(b)(2) of the Treasury Regulations to the extent permissible thereunder.




     (c) Without limitation, any amount paid under this Agreement that satisfies the



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requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of
the Treasury Regulations is not intended to constitute Deferred Payments for purposes
hereof.




     (d) Without limitation, any amount paid under this Agreement that qualifies as a
payment made as a result of an involuntary separation from service pursuant to Section
1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit
is not intended to constitute Deferred Payments for purposes hereof. Any payment intended
to qualify under this exemption must be made within the allowable time period specified in
Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. For this purpose, the term
“Section 409A Limit” means two times the lesser of: (i) Executive’s annualized compensation
based upon the annual rate of pay paid to Executive during Executive’s taxable year
preceding Executive’s taxable year of his or her separation from service as determined
under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue
Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken
into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue
Code for the year in which Executive’s separation from service occurred.




     (e) To the extent that reimbursements or in-kind benefits under this Agreement
constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A,
(i) all reimbursements hereunder shall be made on or prior to the last day of the calendar
year following the calendar year in which the expense was incurred by Executive, (ii) any
right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange
for another benefit, and (iii) the amount of expenses eligible for reimbursement, or
in-kind benefits provided, in any calendar year shall not in any way affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year.




     (f) Notwithstanding any other provision of this Agreement to the contrary, in no event
shall any payment under this Agreement that constitutes “nonqualified deferred
compensation” for purposes of Code Section 409A be subject to offset by any other amount
unless otherwise permitted by Code Section 409A.




     (g) The foregoing provisions are intended to be exempt from or comply with the
requirements of Section 409A so that none of the severance payments and benefits to be
provided hereunder will be subject to the additional tax imposed under Section 409A, and
any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply.
The Executive agrees to amend this Agreement and to take such reasonable actions which are
necessary, appropriate or desirable to avoid imposition of any additional tax or income
recognition to Executive under Section 409A, so long as such amendment or action does not
reduce Executive’s benefits hereunder. In no event will the Company reimburse Executive
for any taxes that may be imposed on Executive as a result of Section 409A.



     14. Return of Property. Except as otherwise agreed upon by the Company, Executive
agrees to account for and return within fourteen (14) business days of the Transition Date of this
Agreement all LS&Co. property in his possession or under his control. Executive agrees that
payment of his separation payments, enumerated in Sections 2 and 5 above (except those set forth
in Section 2(e)), is contingent upon the receipt of this LS&Co. property. “LS&Co. property”
includes laptop computer, cellular telephone, credit cards, identification badge, keys,



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customer lists, customer information, samples, documents, including all forms of electronic
documents, samples, prototypes, software, calendars, and policy manuals.




     15. Future Employment. Executive acknowledges that any employment or other
relationship he has had with LS&Co. terminates irrevocably effective on the Termination Date, and
that as of that date, he has no further relationship in the future with LS&Co., except as may
arise out of this Agreement. Executive agrees to waive any claim for reinstatement or rehire and
not to seek employment in the future with LS&Co. or any parent, subsidiary or affiliated company.



     16. Attorneys’ Fees and Costs. LS&Co. will reimburse Executive for his reasonable
attorney fees incurred in connection with the negotiation of this Agreement up to a maximum of
$30,000, upon the submission of the relevant invoices.



     17. Non-Assignment of Claims. Executive represents and warrants that he has not
assigned or otherwise transferred any interest in any claim that is the subject of this Agreement.



     18. Advice of Counsel. In executing this Agreement, Executive acknowledges that he
has had the opportunity to consult with, and be advised by, an independent lawyer of his choice,
and that he has executed this Agreement voluntarily after independent investigation, and without
fraud, duress, or undue influence.



     19. Ambiguities. Executive has reviewed this Agreement, and has had a full
opportunity to negotiate its contents. Executive expressly waives any common law or statutory rule
of construction that ambiguities are to be construed against the drafter of the Agreement, and
Executive agrees that the language of this Agreement will be in all cases construed as a whole,
according to its fair meaning.



     20. Integration. This Agreement constitutes a single, integrated written contract
expressing the entire agreement of the parties. It supersedes all prior understandings and
agreements, both oral and written, including, but not limited to the Executive’s rights (if any)
under the terms of the LS&Co. Executive Severance Plan (Effective January 16, 2008) (the
“Severance Plan”); provided that Sections 7, 8 and 10 of the Severance Plan are hereby
incorporated by reference into this Agreement. If there are any conflicts between the Severance
Plan and this Agreement, this Agreement shall control. There is no other agreement, written or
oral, express or implied, between the parties with respect to the subject matter of the Agreement.
This Agreement may be modified only in a writing that is signed by both an authorized
representative of LS&Co. and Executive.



     21. Choice of Law. The parties agree that the formation, terms, and construction of
this Agreement are governed by the laws of the State of California, and where applicable, of the
United States.



     22. Severability. If any provision of this Agreement is determined by any court of
competent jurisdiction to be illegal, invalid, or unenforceable, the legality, validity,
and enforce-ability of the remaining provisions will not be affected.



     23. Arbitration of Disputes. The parties agree that any dispute arising under this
Agreement will be submitted to mandatory binding, arbitration pursuant to the Employment



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Dispute Resolution Rules of the American Arbitration Association in effect at the time of the
dispute. The arbitration will be held in San Francisco, California. In the event of any
arbitration with regard to this Agreement, each party shall pay its own legal fees and expenses;
provided, however, that the parties agree to share the cost of the arbitrator’s fees.




     24. Binding Effect. This Agreement will be binding upon, and will inure to the
benefit of, Executive’s heirs, executors, and administrators, if any, and will be binding upon and
will inure to the benefit of the individual or collective successors and assigns of LS&Co., and
all of its present and former directors, officers, employees, shareholders, agents, and all
persons acting by, through, or in concert with any of them.



     25. Execution Deadline and Supplemental Release.



     Executive will have until 5:00 a.m. U.S. Eastern Time on June 16, 2011 (the “Deadline”) to
accept the terms of this Agreement. Executive acknowledges that this Agreement does not apply to
any new claims that may arise after this Agreement is executed by Executive.



     To accept the Agreement, Executive must sign and date the Agreement and return it to Richard
Kauffman by fax or PDF no later than the Deadline. If this Agreement does not become effective by
the Deadline, Executive will forfeit any right to severance payments under this Agreement.



     Executive also acknowledge that he does not have any current charge, claim or lawsuit against
one or more of the releasees pending before any local, state or federal agency or court regarding
his employment and his separation from employment. Executive understands that nothing in this
Agreement prevents him from filing a charge or complaint with or from participating in an
investigation or proceeding conducted by the United States Equal Employment Opportunity Commission
(“EEOC”) or any other federal, state or local agency charged with the enforcement of any
employment or labor laws, although by signing this Agreement, Executive is giving up any right to
monetary recovery that is based on any of the claims he has released. Executive also understands
that if he files such a charge or complaint, he has, as part of this Agreement, waived the right
to receive any remuneration beyond what he has received in this Agreement.



     At least twenty-one (21) days prior to the Termination Date, Executive will be provided a
supplemental release of claims having such terms determined by the Company in its sole discretion,
pursuant to which Executive will release any and all claims that may have arisen, if any, on or
prior to the Termination Date (the “Supplemental Release”), including, without limitation, any
claims under ADEA or OWBPA. Executive must execute and return the Supplemental Release on the
Termination Date, but not prior to the Termination Date. Executive is advised to consult with an
attorney about the Supplemental Release.



     Executive must sign and date the Supplemental Release and return it to Jennifer
Chaloemtiarana at LS&Co. Once Executive does so, he will have an additional seven (7) days in
which to revoke his acceptance, to revoke, Executive must send to Jennifer Chaloemtiarana at
LS&Co. a written statement of revocation by fax or by first class mail. If Executive does not
revoke, the eighth (8th) day after the date of his execution of the Supplemental
Release will be the “effective date” of the Supplemental Release (the “Supplemental Release
Effective Date”).



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     If the Supplemental Release does not become effective and irrevocable by the eighth
(8th) day following the Termination Date (the “Supplemental Release Deadline”),
Executive will forfeit any right to severance payments under this Agreement (other than those set
forth in Section 2(e)).



o O o








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     The undersigned have read the foregoing Agreement, and accept and agree to the provisions
contained therein and hereby execute it voluntarily, and with full understanding of its
consequences.



	 	 	 	 	 
	 	 	 
	Dated: June 16, 2011	/s/
John Anderson
 	 
	 	John Anderson 	 
	 
	 	Levi Strauss & Co. 	 
	 
	 	 	 
	Dated: June 15, 2011	/s/
Patricia Salas Pineda
 	 
	 	Patricia Salas Pineda 	 
	 
	 	Human Resources Committee Chairperson 	 



 









 






	 	 	 	 	 



Attachment A




Subsidiaries



	 	 	 
	Subsidiary	 	Position
	505 Finance C.V.

	 	Director, President
	550 Holdings C.V.

	 	Director, President
	Dongguan Levi Apparel Company Ltd.

	 	Director
	Levi Strauss Argentina, LLC

	 	Director
	Levi Strauss International

	 	Director, President
	Levi Strauss International, Inc.

	 	Director, President
	Levi Strauss Trading Shanghai Ltd.

	 	Director
	Levi Strauss U.S.A., LLC.

	 	Director, Chairman
	Levi’s Only Stores Georgetown, LLC

	 	Director
	Levi’s Only Stores, Inc.

	 	Director