exv10w3



 





Exhibit 10.3




EMPLOYMENT CONTRACT




Armin Broger




THE UNDERSIGNED:





	1.	 	Levi Strauss Nederland B.V., a private limited liability company having its registered
office at Pilotenstraat 45 in (1059 CH) Amsterdam, The Netherlands, for the purposes hereof
lawfully represented by Mr. Regis Mulot, referred to below as the ‘Employer’;





and





	2.	 	Mr. Armin Broger, an Italian national, residing at Herman Gorterstraat 7 in Amsterdam,
the Netherlands, referred to below as the ‘Employee’;





WHEREAS





	•	 	Employer will employ Employee for the position of President of
Levi Strauss Europe commencing on 26 February 2007;
	 
	•	 	Employee will be appointed as director (statutair directeur) of
Levi Strauss Nederland B.V. and other business entities;





HAVE AGREED AS FOLLOWS




Article 1: Commencement and Term



The employment contract will commence on or after 26 February 2007 but on 31 March 2007 at the
latest and is entered into for an indefinite period of time subject to any other agreement between
the parties.




Article 2: WCOBC and Statement of Commitment





	1.	 	The Employee declares that he has received a copy of the company’s Worldwide Code of
Business Conduct (WCOBC) and Statement of Commitment, and that he accepts the content thereof.
	 
	2.	 	The provisions of the WCOBC and Statement of Commitment form an integral part of this
employment contract.
	 
	3.	 	The Employer will be entitled to unilaterally amend the content of the WCOBC and
Statement of Commitment, if and insofar as it has a weighty reason in doing so that is of such
a nature that the Employee’s interests in all reasonableness and fairness must yield to the
Employer’s interest, provided that this Employment Agreement will prevail in case of conflict.





 









 





Article 3: Position





	1.	 	The Employee will hold the position of President of Levi Strauss Europe.
	 
	2.	 	The Employee’s position will have duties and responsibilities for managing the
European division of Levi Strauss & Co. Currently comprising the following countries: Albania,
Andorra, Austria, Belarus, Belgium, Bosnia/Herzegovina, Bulgaria, Croatia, Cyprus, Czech
Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland,
Italy, Latvia, Lithuania, Luxembourg, Macedonia, Malta, Monaco, Netherlands, Norway, Poland,
Portugal, Slovenia, Romania, Russia, San Marino, Serbia, Slovakia, Spain, Sweden, Switzerland,
Ukraine, United Kingdom and dependent territories and Yugoslavia.
	 
	3.	 	The Employee will also perform duties in addition to those that are considered his
usual duties, if such performance may be reasonably expected from him.
	 
	4.	 	Without the Employer’s prior written consent, the Employee will not during his
employment term, alone or with others, directly or indirectly, establish, conduct or perform
work for a business (whether or not for consideration) that competes with or creates a
conflict of interest with the Employer’s business, whatever its form.
	 
	5.	 	The Employee, at the Employer’s request, will at all times perform work for a company
affiliated with the Employer in addition to those that are considered his usual duties, if
such performance may be reasonably expected from him.
	 
	6.	 	With regard to his duties, the Employee will report to the President and Chief
Executive Officer.





Article 4: Working Hours and Workplace





	1.	 	The workweek and office hours will be in accordance with Company Policy.
	 
	2.	 	The Employee shall carry out his duties from the offices of the Employer. The Employee
shall make all trips necessary for the proper performance of his contract. The Employer may
relocate the Employee’s workplace, if the company’s interests so require and if such may be
reasonably expected from him giving his personal circumstances.
	 
	3.	 	The Employee holds a managerial position and/or a position of trust and, at the
Employer’s request, will work overtime outside the normal working hours whenever a proper
performance of his duties so requires. No remuneration will be paid for overtime work,
commuting time or travelling time nor shall any compensation in that respect be due.





Article 5: Salary and Incentives





	1.	 	The Employee will be entitled to a gross annual salary of EUR 725,000.00, inclusive
vacation pay and 13th month under relevant laws.
	 
	2.	 	The salary will be reviewed upwardly annually by the Levi Strauss & Co. Board in
accordance with Company Policy.





 









 






	3.	 	The Employee will participate in the applicable Annual Incentive Plan (AIP) and
Senior’s Executive Long-term Incentive Plan (SELTIP), a stock Appreciation Right’s program
with a 3-year performance cycle. Grants fully vest and are settled in cast at the end of the
performance cycle. A copy of the plans that currently apply are attached to this employment
contract as Appendix I and II and are an integral part hereof. The granting of the bonus is at
the Employer’s discretion. The Employee can in no event lay claim to a bonus that has not yet
been granted, unless agreed otherwise herein. The granting of a bonus in any given year or
during several years will not create a precedent for any subsequent years. Ongoing
participation in these plans is intended at a similar level but will be subject to Company
Policy and Board approval; in this connection, the parties explicitly refer to subparagraph 6,
below.
	 
	4.	 	Employee’s ongoing participation rate in the AIP is 65% of his base salary per annum.
However, the following exception will apply:






	 	•	 	For 2007, on a one-time basis, his AIP participation rate will be 100%. This
one-time (i.e. not to be repeated in future years) increase to his participation rate
is intended to provide an additional incentive reward opportunity tied to both
business and individual performance.






	5.	 	In 2007, Employee will be eligible to receive a grant award of 100,000 SELTIP units
with a target award value of US $ 1,500,000 (gross). The performance cycle for this grant will
begin with the 2007 fiscal year. This award will be valued after the end of the 2009 fiscal
year and will be paid during the first quarter of 2010.
	 
	6.	 	Similarly to any amendments imposed upon other employees and in accordance with the
relevant plan, the Employer will be entitled to unilaterally amend the content of the AIP and
SELTIP, insofar as they are harmed by the amendment, in all reasonableness and fairness must
yield to the Employer’s interest.
	 
	7.	 	Employee acknowledges having been informed that the Human Resources Committee of the
Board of Directors has recently approved implementation of a new long-term incentive plan for
senior executives intended to replace the SELTIP and that he will be given the opportunity to
forfeit his 2007 SELTIP grants in exchange for grant awards under the new program. Employee
explicitly declares not objecting to such possibility.





Article 6: Payroll administration and hypo taxation





	1.	 	The Employee will be on the payroll of Employer. The salary will be paid into the
Employee’s Netherlands bank account. The Employee’s salary and benefits will be administrated
according the policies, plans and programs of Employer.
	 
	2.	 	Should due to Employee’s responsibilities any part of his gross annual base salary,
AIP, SELTIP benefits and other benefits in kind provided by Employer be subject to taxation
outside the Netherlands the Employee will receive the gross annual base salary, AIP and SELTIP
benefits, referred to in Article 5 hereof and any taxable benefits in kind provided by
Employer, as a net guarantee salary and/or benefit as if he would be working 100% of his time
in the Netherlands applying a 30% ruling on the gross annual salary, AIP and SELTIP





 









 






	 	 	benefits and other benefits in kind provided by Employer. Employer will in such case
compensate the Employee for the missing tax benefit of the 30% ruling over (part of) his
benefits. Any other local taxes due will be borne by the Employer as per the tax
equalization guidelines. Employer will provide for and pay personal income tax return and
tax planning assistance for Employee throughout the duration of the Employment Agreement. In
connection with the Employee’s Dutch personal income tax return Employer’s advisers shall
cooperate with the Employee’s advisers.
	 
	3.	 	Employee’s non-Dutch tax matters, to the extend relevant, will be handled by
Employer’s external tax advisor to ascertain the impact which the Employee’s possible tax
obligations outside the Netherlands could have on the Dutch tax situation. The external tax
advisor will work with their Netherlands office to ensure that the Employee neither gains nor
loses in terms of taxes and missing the 30% ruling over (part) of his income, for the duration
of the employment taking into account that benefits of the 30% are for the account of the
Employee. Should the granting in fringe benefits to the Employee have a negative impact on
local tax return, the Employer will reimburse the additional taxes the Employee has to bear.
	 
	4.	 	Should Employee be subject to social security levies outside the Netherlands those
costs will be for the account of the Employer.
	 
	5.	 	Employer and Employee will be jointly responsible for making the application and all
filing requirements to the Dutch Tax Authorities for continued application of the 30% tax
ruling immediately after signing of this Employment Agreement.





Article 7: Notice period





	1.	 	The notice period to be observed in case of termination, unless in case of termination
for urgent cause, shall be four (4) months for the Employee and eight (8) months for the
Employer.
	 
	2.	 	The parties consider their agreement on severance payment, as reflected in article 7.3
up to 7.7, to be a settlement agreement (vaststellingsovereenkomst) as provided for in Section
7:900 of the Dutch Civil Code. Parties exclusively choose to apply Dutch law in this respect.
	 
	3.	 	If the Employer terminates the agreement for any reason (e.g., restructuring that
results in a job elimination due to a significant reduction in job scope or layoff) other than
an urgent cause or if the court terminates the employment agreement upon the initiative of the
Employer other than for an urgent cause, the Employer and the Employee agree that the lump sum
amount payable to the Employee, in any event, will be two times Employee’s Base Compensation
(Base Pay plus AIP target) as at the time of premature termination. This severance amount will
be payable upon termination of the Employment Agreement. Should the scope of Employee’s
duties significantly change, to an extend that it cannot be expected from him to continue to
be employed by Employer, whereas the Employer does not terminate the Employment Agreement and
does not cure the change of scope of duties to a level compatible with the Employee’s
position, the Employer and the Employee will mutually agree in good faith how the above
severance should be payable should the Employee resign.










 









 












	4.	 	If a court awards more than the contractual agreed severance amount as reflected in
Article 7.3, Employee will not be entitled to the amount that exceeds the contractual agreed
amount; if a court awards less, the difference between the contractual agreed amount and the
amount granted by the court, will be paid to Employee. Employee shall in any event not be
entitled to a higher severance payment than the amount reflected as contractual severance
payment in Article 7.3.
	 
	5.	 	The total amount of severance pay will in no event exceed the gross salary, benefits
and amounts payable to Employee would the Employee have been employed until reaching the age
of 65.
	 
	6.	 	After Employer has paid Employee the compensation referred to in this Article,
Employer (including any other affiliated companies) and Employee will have no further claims
against each other, either inside or outside The Netherlands, with regard to the employment
and/or corporate relationship, future bonus entitlements, or the (manner of) termination of
the employment and/or corporate relationship, and shall grant each other in this respect full
and final discharge provided that the Employer has paid Employee all benefits and amounts
payable under this employment agreement and the AIP and SELTIP plans in accordance with this
agreement and those plans.





Article 8: Expense Allowance





	1.	 	The Employer will reimburse the Employee for expenses directly related to the
performance of his work, but only insofar as that reimbursement may be provided tax free and
premium free pursuant to the tax and social security legislation in force at any given time.
	 
	2.	 	A statement of expenses must be submitted to the Employer in line with Company
Policies. Expenses can be claimed upon submission of the original receipt(s), specifying the
business-related reason for which they were incurred. The Employer will pay the expenses
within one month after the Employee has claimed them, provided that the statement of expenses
is sufficiently itemized, accompanied by the original receipt(s) in line with Company Policy.





Article 9: Telephone and internet connection





	1.	 	The Employer will place at the Employee’s disposal a cell phone, the cost of which
will be born by Employer.
	 
	2.	 	The Employer will provide for a telephone and Internet connection at the Employee’s
home. The Employer will bear the cost thereof, it being understood that the Employer will
deduct wage tax and social security contributions in respect of the costs of private calls /
fringe benefit resulting from the private use of the internet, should these be payable.





Article 10: Car





	1.	 	For the performance of his work, the Employer will place at the Employee’s disposal —
in conformity with the conditions contained in the company car plan a company car commensurate
to the Employee’s seniority within the Employer based on Company Policy or alternatively
reimburse the Employee for the use of his private car on the basis of Company Policy.





 









 






	2.	 	If the Employee is ill for a period longer than six months, the Employer will be
entitled to suspend the use of the company car/lease car until the Employee resumes work.
	 
	3.	 	The Employee undertakes to use the company car of which he has the disposal with due
care and to have it maintained in accordance with Employer’s Car Policy and instructions of
the leasing company/ manufacturer.
	 
	4.	 	The Employee shall be entitled to use the company car privately within reasonable
limits. The benefit in kind resulting there from shall be subject to yearly revision by the
Employer in function of the cost related to the private use of the car and/or the position of
the tax administration.
	 
	5.	 	The Employee agrees that the withholding tax related to the benefit in kind shall be
withheld on his remuneration at least once per calendar year.





Article 11: Pension





	1.	 	For the duration of the employment contract, the Employer will either: (i) give the
Employee the opportunity to take out pension insurance, subject to the Employer’s prior
approval and annually contribute 12% of the Employee’s gross base salary, payable directly to
the pension insurer on prior submission of the invoice to the Employer; or (ii) should the
Employee opt not to take out a pension insurance pay 12% of the Employee’s gross base salary
to the Employee, provided that such contributions (under either alternative) are permissible
under tax law.
	 
	2.	 	It is understood that this amount will not be taken into account calculating any
remuneration or amounts under Article 5, 6 and/or 7.3 hereof, and that no vacation pay is
payable over this amount under any relevant law.





Article 12: Vacation





	1.	 	Apart from compensatory rest days, the Employee will be entitled to 30 paid vacation
days each calendar year.
	 
	2.	 	The Employee must timely inform the Board of Directors of the Employer, in writing, of
his wishes with respect to the beginning and end of his vacation period.





Article 13: Illness and Occupational Disability





	1.	 	If the Employee is unable to perform the agreed work due to illness, he will be
obliged to inform the Employer thereof before 9.00 a.m. on the first day of illness, stating
the reasons, the expected period of illness and the correct address at which he can be reached
during that period. As soon as the Employee knows on what day he will be able to resume work,
he will inform the Employer thereof immediately.
	 
	2.	 	Absences as a result of illness must remain justified for their entire duration by way
of a medical certificate to be sent to the Employer within two working days following the day
of the work incapacity or the day on which the period of work incapacity is extended.





 









 






	3.	 	If the Employee is unable to perform the agreed work due to illness, he will remain
entitled to continued payment of wages for a maximum period of 104 weeks or up to the date of
termination of this contract if that date is earlier, on the basis of the following
conditions:






	 	•	 	during the first the 52nd week of illness four weeks of illness, the Employee
remains entitled to 100% of the most recent gross base salary as stipulated in Article
5;
	 
	 	•	 	as of the 53rd week up and including the 104th week of illness, the Employee
remains entitled to 70% of the most recent gross base salary as stipulated in Article
5.






	 	 	With respect to each period in which the Employee is unable to perform the agreed work due
to illness, the first day will be regarded as a qualifying day on which the Employee is not
entitled to continued payment of wages.
	 
	4.	 	If the Employee’s occupational disability ensues from an event for which another is
liable, the Employee must, upon request by Employer, immediately provide the Employer with all
of the relevant information and do everything in his power to enable the Employer to exercise
its right of recourse within the meaning of Article 6:107a of the Dutch Civil Code (Burgerlijk
Wetboek).
	 
	5.	 	Employer will pay supplemental disability insurance (WIA) to safeguard continuation of
60% of the most recent gross base salary as stipulated in Article 5 in case of long-term
disability.





Article 14: Health Insurance





	1.	 	In accordance with the Dutch Health Care Insurance Act (Zorgverzekeringswet), the
Employer will pay the Dutch Tax Authorities on behalf of the Employee the income-related
contribution fixed by the government each year.
	 
	2.	 	The Employer will furthermore pay the Employee a monthly gross amount of EUR 400 for
the basic and supplemental health insurance to be taken out by the Employee. For that purpose,
the Employee must each year provide the Employer with a statement and/or copy of the policy
showing the amount and components of the insurance premium due. That statement and/or policy
must be approved by the Employer beforehand. If the Employee fails to provide that statement
and/or policy or if the Employer does not approve that statement and/or policy, the Employer
reserves the right to adjust amount of EUR 400, as stated or not to pay that premium at all.
	 
	3.	 	The Employer reserves the right to amend this Article unilaterally in the event of any
amendment to the legislation on health insurances, without detriment to the Employee.
	 
	4.	 	Any taxation over these sums will be for the account of Employer.





Article 15: D&O Insurance



Employer will provide a D&O Insurance in accordance with Employer Policy.




 









 





Article 16: Life Insurance



Employer will provide a benefit of 4-year base salary in the event of Employee’s death subject to
medical exam and the insurance policy terms.




Article 17: Confidentiality





	1.	 	Neither during the term of the employment contract nor upon termination thereof may
the Employee inform any third party in any form, directly or indirectly, of any particulars
concerning or related to the business conducted by the Employer or its affiliated companies
including but not limited to technical, financial and business information and models, names
of potential clients or partners, proposed transactions, reports, plans, market prognoses,
computer software, databases, data, technical knowledge or other confidential proprietary
information concerning the Employer’s business, regardless of whether such information
includes any reference to its confidential nature or ownership and regardless of how the
Employee learned of the particulars.
	 
	2.	 	Other than for the benefit of the Employer within the scope of the normal work, the
Employee may also not copy, compile, merge, assemble or process information, products or
systems of the Employer or disassemble, reproduce or decompile the source code of the computer
software included in those products or systems or attempt to deduce the source code of such
software in any other manner.
	 
	3.	 	Violation of the prohibitions set out in this Article during the term of the
employment contract will constitute an urgent reason for the Employer to summarily dismiss the
Employee.





Article 18: Non-Competition Clause





	1.	 	For the purposes of this clause ‘Termination Date’ shall mean the date of termination
of this agreement for any reason (including, but not limited to, termination by the Employer).
	 
	2.	 	Because of the international scope of activities of the Employer, on the one hand, and
the fact that the Employee performs activities which enable him, directly or indirectly, to
obtain knowledge of practices which are particular to the Employer the use of which outside
the Employer could be detrimental to the Employer, on the other hand; as a result, it is
explicitly agreed as follows:
	 
	 	 	The Employee covenants with the Employer that he shall not, whether directly or indirectly,
during his employment and for a period of six (6) months after the Termination Date, either
into the service of the following competitors of the Employer: VF Corporation, Haggar,
Tropical Sportsware International, CK Jeans, Guess, The Limited, Savane International
Corporation, Nautica Enterprises, Liz Claiborne, Polo Jeans Company, The Gap, G-Star, Brax,
Mustang and Hugo Boss, by which the Employee has the possibility to be in a position to harm
the business of the Employer by using for the profit of these competitors the knowledge
acquired whilst employed by the Employer within the business in the industrial or commercial
sector and that is peculiar to that business.





 









 






	3.	 	This non-competition clause set forth in subparagraph 2 is applicable in the following
countries: France, Germany, Belgium, Ireland, Italy, Luxembourg, the Netherlands, Spain,
Sweden, and the United Kingdom.
	 
	4.	 	In consideration for the restrictions set forth in subparagraph 2, the Employer shall
pay to the Employee a one-time indemnity equal to the gross salary which the Employee would
have earned for the period of the non-compete obligation, i.e. six (6) months gross salary,
calculated on the basis of the salary that the Employee received immediately prior to the
Termination Date, unless the Employer waives the application of this subparagraph 2 within 15
days following the Termination Date. In case the Employment Agreement were to be terminated
with a prior notice period, the Employer shall indicate at the time of notification of the
notice period by either the Employer or the Employee whether or not the non-competition clause
shall be applicable.
	 
	5.	 	If the Employee breaches the provisions of this subparagraph 2, the Employee will
repay the indemnity paid by the Employer and, in addition, shall pay an equivalent amount as
indemnity, subject to the Employer’s right to claim a higher indemnity to the extent the
existence and amount of such additional damages is legally justified.





Article 19: Ban on Recruitment





	1.	 	Neither during the term of the employment contract nor for a period of 6 months after
the termination thereof may the Employee, without the Employer’s prior written consent,
directly or indirectly induce employees of the Employer or of a company affiliated with it to
terminate their employment contracts, in order to compete in any way whatsoever with the
Employer or a company affiliated with it.
	 
	2.	 	Without the Employer’s prior written consent, the Employee may not, either during the
term of the employment contract or for a period of 6 months after the termination of the
employment contract, directly or indirectly hire individuals or have them hired, offer or
negotiate employment contracts or have them offered or negotiated, or conclude contracts in
any other manner with regard to the performance of work, with individuals who are on the
payroll of the Employer or of a company affiliated with it or who were so during the
Employee’s employment with the Employer or a company affiliated with it.





Article 20: Sidelines



During the term of the employment contract, the Employee may undertake or hold any sidelines or
additional posts, such as committee work, or managerial or other activities for associations,
foundations, Board positions for commercial organisations or other organisations of an idealistic,
cultural, sporting, political or other nature, whether or not for consideration, with the Levi
Strauss/Board’s prior approval, which may be withheld, if it is plausible that such activities may
affect the Employee’s full dedication to his duties within the Employer’s company, in terms of both
time and attention. It is understood that Employee will be allowed to continue to serve on the
board of Lego A/S and two more Board positions.




 









 





Article 21: Personal Data Protection



The Employee acknowledges that the Employer processes his personal data for the performance of the
employment contract and/or provisions ensuing from or in relation to the employment relationship.
The Employer uses the Employee’s personal data to comply with its statutory obligations, such as
withholding wage tax and social security contributions, to maintain and improve effective personnel
records, including payroll records and compliance with statutory obligations, to administer
employee benefits, including insurance and pension provisions, and to administer programs and plans
with respect to training and development, job assessment, compensation, planning and organization.
For these purposes the Employer may also transfer the Employee’s personal data to other companies
of the Employer located in countries inside and outside the European Union subject to the relevant
data protection legislation. The Employer will take measures to ensure that the Employee’s personal
data is secure, accurate and fully updated. The Employer will therefore ask the Employee from time
to time to review and update the personal data it holds about him (although the Employee is welcome
to review and update his personal data more or less frequently). The Employee may contact an HR
assistant on a regular basis to check the accuracy of his personal data and to notify the Employer
of any changes. In accordance with the Dutch Personal Data Protection Act (Wet Bescherming
Persoonsgegevens) or any other applicable legislation, the Employer will hold the aforementioned
information only for as long as it is appropriate with a view to the employment relationship
between the parties or for as long as it is necessary to comply with any of its statutory
obligations.




Article 22: Return of Property



Upon termination of the employment contract, the Employee will be obliged to immediately return to
the Employer all property belonging to the Employer, including materials, documents, information
copied in any form whatsoever, articles and keys. The Employee will also be obliged to return the
company car that may have been made available to him within the framework of his position, in its
original state, together with the accompanying keys, papers, vehicle registration certificate and
other accessories.




Article 23: Intellectual Property Rights





	1.	 	All intellectual property rights, including but not limited to patent rights, design
rights, copyrights, neighbouring rights, database rights, trademark rights, chip rights, trade
name rights and know-how, ensuing in the Netherlands or abroad, during or after this
employment contract, from the work performed by the Employee under this employment contract
(‘Intellectual Property Rights’) will exclusively vest in the Employer.
	 
	2.	 	Insofar as any Intellectual Property Rights are not vested in the Employer by
operation of law, the Employee covenants that he will transfer to the Employer at the
Employer’s first request to that effect and, insofar as possible, hereby transfers those
rights to the Employer, which transfer is hereby accepted by the Employer.
	 
	3.	 	Insofar as any Intellectual Property Rights are incapable of being transferred from
the Employee to the Employer, the Employee hereby grants the Employer the exclusive,
royalty-free, worldwide, perpetual right, with the right to grant sublicenses, to use those
Intellectual Property Rights in the broadest sense, which right is hereby accepted by the
Employer.





 









 






	4.	 	Insofar as any personal rights vest in the Employee and insofar as permitted by law,
the Employee hereby waives all of his personal rights, including but not limited to the right
to have one’s name stated pursuant to the Dutch Copyright Act of 1912 (Auteurswet 1912).
	 
	5.	 	The Employee will promptly disclose to the Employer all works, inventions, results,
information and Intellectual Property Rights that ensue from his work under this employment
contract and/or that are in any way relevant to the creation, protection and/or enforcement of
the Intellectual Property Rights.
	 
	6.	 	During the term of this employment contract and after its termination, the Employee
will perform all acts that are necessary to register the Intellectual Property Rights in the
Employer’s name with any competent authority in the world.
	 
	7.	 	If the Employee is unable to provide the cooperation referred to in paragraphs 2 and 6
for any reason, he hereby grants the Employer an irrevocable power of attorney to represent
him with respect to the assignment and registration of the Intellectual Property Rights
referred to in paragraphs 2 and 6.
	 
	8.	 	The Employee acknowledges that his salary includes reasonable compensation for the
loss of intellectual and industrial property rights.
	 
	9.	 	The Employee may not use the Intellectual Property Rights or the ensuing results for
any purpose other than the performance of his work under this employment contract.
	 
	10.	 	The Employee guarantees that the results of his work and/or activities under this
employment contract do not infringe upon any rights (including intellectual property rights)
of third parties and that they are not unlawful vis-à-vis third parties in any other manner.
The Employee will indemnify the Employer against any and all damage and costs ensuing from
claims brought by third parties in that respect.
	 
	11.	 	The Employer will not be liable for damage incurred by the Employee in connection
with the Employer’s use of inventions, designs, works, programs, documents, data, names,
signs, know-how, materials or other achievements that the Employee discloses to the Employer
during the term of this employment contract and that (i) fall outside of the scope of this
employment contract or (ii) were created or developed prior to the conclusion of this
employment contract.
	 
	12.	 	If this employment contract is terminated, the Articles governing the Intellectual
Property Rights set out above will remain in effect after the termination of the employment
contract.





Article 24: Residence





	1.	 	Employee will be provided with a monthly allowance of EUR 2,500 net to apply towards
an apartment near the headquarter to ease the burden of the Employee’s commute for as long as
his family will continue to maintain its current residence. Employer will provide
reimbursement of telephone and Internet connection for the Employee’s home.
	 
	2.	 	Employer will provide relocation at a later date than the effective date for Employee
and his family should Employee wish to relocate in view of his responsibilities.





 









 





Article 25: Schooling Costs



Upon submission of the original invoices, Employer will pay the schooling costs for the education
of Employee’s children education, currently estimated at EUR 45,000 per annum. Any unused amounts
hereof can be applied by Employee for other costs incurred in relation to his professional
activities.




Article 26: Legal Fees



Employer will pay, upon submission of the relevant invoice to Employer, the costs for legal and tax
advice incurred by Employee in connection with his Employment Agreement up to EUR 10,000 excluding
VAT.




Article 27: Legal Impediment



The Employee expressly declares that there is no legal or contractual impediment (other than his
non compete covenant with his current employer) to his entering into the Employer’s service on the
date set forth in article 1 nor to his performing the agreed upon activities.




Article 28: Nullity



Provisions of this agreement which would be held contrary to mandatory law shall be deemed
separable and shall not affect the enforceability of any other provisions of this agreement.




Article 29: Previous agreements



This agreement sets forth the entire agreement between the parties and annuls and replaces to the
extent contradictory all other contracts or agreements which may previously have been made or
entered into.




Article 30: Applicable Law



The laws of the Netherlands will govern this employment contract and the appendices.



Drawn up
in triplicate originals and signed in Amsterdam on 23/02/2007.




 




	 	 	 	 	 	 	 
	/s/ Regis
Mulot 


	 	 	 	/s/ Armin Broger 

	 	 
	Levi Strauss Nederland B.V.

	 	 	 	Mr. Armin Broger	 	 
	Regis Mulot
	 	 	 	 	 	 
	VP HR Europe
	 	 	 	 	 	 






 









 





ADDENDUM TO THE EMPLOYMENT CONTRACT




THE UNDERSIGNED:





	1.	 	Levi Strauss Nederland B.V., a private limited liability company having its registered
office at Pilotenstraat 45 in (1059 CH) Amsterdam, The Netherlands, for the purposes
hereof lawfully represented by Mr. Regis Mulot,
	 
	2.	 	Levis Strauss & Co Europe SCA/COM.VA, a limited liability company having its
registered office at Avenue Arnaud Fraiteur, 15-23 in (1050) Brussels, Belgium, for the
purposes hereof lawfully represented by Mr. Regis Mulot, VP HR Europe,
referred to below as the ‘Employers’;





and





	3.	 	Mr. Armin Broger, an Italian national, residing at Herman Gorterstraat 7 in Amsterdam,
the Netherlands, referred to below as the ‘Employee’;





WHEREAS





	•	 	Levi Strauss Nederland B.V. and the Employee entered into an employment contract for
indefinite period for the position of President of Levi Strauss Europe, a copy of which is
attached to this Addendum (referred to below as the ‘Employment Contract’);
	 
	•	 	The Employee will carry out his duties in this position not only for Levi Strauss
Nederland B.V. but also for Levis Strauss & Co Europe SCA/COM.VA;
	 
	•	 	It is expected that the Employee will be about 35% of his working time at the offices of
Levis Strauss & Co Europe SCA/COM.VA located in Brussels.





HAVE
AGREED TO AMEND THE EMPLOYMENT CONTRACT AS FOLLOWS




 Article 1



The Employee shall be jointly employed by the Employers, under the terms and conditions of
the Employment Contract as amended by this Addendum. The Employers shall be jointly and severally
liable to comply with all obligations resulting from the Employment Contract towards the
Employee. The Employee shall be liable to comply with all obligations resulting from the
Employment Contract towards both Employers.




 









 





Article 2



Article 6.1 of the Employment Contract is amended as follows: “Considering the working time
spent at the offices located in Brussels, the Employee will be on the payroll of Levi Strauss
Nederland B. V. for 65% of the agreed salary and on the payroll of Levis Strauss & Co Europe
SCA/COM. VA for 35% of the agreed salary. The proportion of salary payment between the Employers
may be adapted from time to time, depending on the duties performed on the territory of the
different countries. The Employee’s salary and benefits will be administrated according to the
policies, plans and programs of the Employers ”.




Article 3



According to Article 14, 2, b of the (EC) Regulation nr 1408/71, the Employee will be
subject to the Dutch social security system as long as he keeps his residence in the Netherlands.
The Employee will inform the Employers as soon as possible if he intends to move his residence to
another country.




Article 4 



All other provisions of the Employment Contract remain unchanged.



Drawn up
in triplicate originals and signed in Amsterdam on 23/02/2007.




	 	 	 	 	 	 	 
	/s/
Regis Mulot

	 	 	 	/s/ Armin Broger	 	 
	 

	 	 	 	 	 	 
	Levi Strauss Nederland B.V.

	 	 	 	Armin Broger
	 	 
	Regis Mulot
	 	 	 	 	 	 






	 	 	 
	/s/
Regis Mulot
 

Levis Strauss & Co Europe SCA/COM.VA

	 	 
	Regis Mulot
	 	 
	VP HR Europe
	 	 





Attachment: Employment Contract (13 pages)




 









 





Incentive Benefits Agreement




     This Incentive Benefits Agreement (the “Agreement”) dated as of 23 February 2007 (the
“Effective Date”) is by and among Armin Broger (the “Employee”), Levi Strauss Nederland B.V. (the
“Employer”) and Levi Strauss & Co. (“LS&Co.”).



     Whereas, the Employee and the Employer have entered into an employment contract on 26
February 2007 (the “Employment Contract”) pursuant to which, among other things, the Employee will
participate in the Levi Strauss & Co. Senior Executive Long-Term Incentive Plan (the “SELTIP”), a
copy of which was attached to the Employment Contract;



     Whereas, in July 2006, LS&Co. adopted, and its stockholders approved, the Levi
Strauss &Co. 2006 Equity Incentive Plan (the “EIP”);



     Whereas, the EIP, upon its adoption and approval, is the program under which senior
executive officers of LS&Co., the Employer and other affiliates of LS&Co. will receive incentive
compensation whose value is based on the fair market value of LS&Co. common stock; and



     Whereas, Article 5, Section 7 of the Employment Contract contemplated that a grant to
the Employee of stock appreciation rights under the SELTIP might not be made and that a grant of
stock appreciation rights under the EIP would be made instead.



     Now, Therefore, the Employee, the Employer and LS&Co. agree as follows:



     1. Grant of Stock Appreciation Rights under EIP. Employee shall not be
granted stock appreciation rights under the SELTIP and instead, as contemplated by the Employment
Contract, shall be granted, pursuant to the EIP, an award of stock appreciation rights targeted to
have a value equal to $1.5 Million U.S. Dollars, subject to all applicable taxation. The target
value of such award will be determined by the Board, in its sole discretion, in accordance with the
guidelines previously used by the Board in making awards under the EIP. A copy of the EIP, the
form of Stock Appreciation Right Grant Notice that will be used for such grant and a related Stock
Appreciation Right Agreement are attached to this Agreement as Exhibit A.



     2. Modification of References. All references in the Employment Contract to
the SELTIP and SELTIP units (in particular, those appearing in Article 5, Sections 3, 5, 6 and 7;
Article 6, Section 2; and Article 7, Section 6) shall be deemed to be references to the EIP and
stock appreciation rights thereunder, respectively.



     3. Choice of Law. The laws of the Netherlands shall govern the
construction, validity and interpretation of this Agreement, without regard to that jurisdiction’s
conflict of law rules.



     4. Entire Agreement. This Agreement, the Employment Contract, the EIP, the
Stock Appreciation Right Grant Notice and the Stock Appreciation Right Agreement



1.









 




represent the entire agreement among the Employee, the Employer and LS&Co. with respect to the grant of stock
appreciation rights to the Employee pursuant to the EIP and the absence of a grant of stock
appreciation rights to the Employee pursuant to the SELTIP.




     This Agreement has been executed by the parties hereto as of the Effective Date.



 




	 	 	 	 	 	 	 
	 

	 	 	 	/s/ Armin Broger	 	 
	 

	 	 	 	 
	 	 	Armin Broger	 	 
	 
	 	 	 	 	 	 
	 	 	Levi Strauss Nederland B.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Regis Mulot	 	 
	 

	 	 	 	 	 	 
	 	 	Its: Director	 	 
	 
	 	 	 	 	 	 
	 	 	Levi Strauss & Co.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ R. John Anderson	 	 
	 

	 	 	 	 	 	 
	 	 	Its: President and Chief Executive Officer	 	 







2.