EXHIBIT 10.50
CAPITAL ACCUMULATION PLAN OF
LEVI STRAUSS & CO.
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)
PLAN DOCUMENT AND EMPLOYEE BOOKLET
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CAPITAL ACCUMULATION PLAN OF LEVI STRAUSS & CO.
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)
PLAN DOCUMENT AND EMPLOYEE BOOKLET
INTRODUCTION Beginning in 1996, Levi Strauss & Co. ("LS&CO.")
established the Capital Accumulation Plan of Levi
Strauss & Co. (the "Plan"). The Plan provides a
vehicle by which certain eligible employees of
LS&CO. or its subsidiaries that participate under
the Employee Investment Plan (the "EIP")
(collectively, the "Company") can supplement their
retirement savings by contributing a portion of
their eligible compensation through after-tax
payroll deduction upon reaching the maximum
contribution amount allowed under the EIP. Eligible
after-tax contributions under the Plan are deposited
into an individual retail brokerage account offered
by Charles Schwab & Co., Inc. (the "Account"), which
must be established through LS&CO. In addition,
after completing one year of service with the
Company, each eligible employee who contributes
under the Plan through after-tax payroll deduction
will receive a Company matching contribution in his
or her Account equal to 75% of his or her
contribution.
The benefits and other provisions described in this
Plan Document and Employee Booklet are effective
only if you are eligible to participate and become a
participant in the Plan.
THE COMPANY DOES NOT ENDORSE, RECOMMEND OR GUARANTEE
ANY INVESTMENT OR SERVICE OFFERED, PROVIDED OR
PROMISED BY CHARLES SCHWAB & CO., INC. ("CHARLES
SCHWAB") OR ANY OTHER OFFEROR OF INVESTMENTS.
BECAUSE THE ACCOUNT IS A REGULAR INDIVIDUAL RETAIL
BROKERAGE ACCOUNT, YOU ARE SOLELY RESPONSIBLE FOR
SELECTING AND MONITORING YOUR INVESTMENT CHOICES,
PAYING RELATED COMMISSIONS AND CHARGES, AND FOR
INVESTMENT RESULTS FROM PARTICIPATING IN THE PLAN.
COMPANY INVOLVEMENT IS LIMITED TO ESTABLISHING YOUR
AFTER-TAX PAYROLL DEDUCTION AND MAKING THE MATCHING
CONTRIBUTION. ALL FUNDS CONTRIBUTED BY YOU AND THE
COMPANY UNDER THE PLAN ARE DEPOSITED INTO YOUR
ACCOUNT. NEITHER THE COMPANY NOR ANY TRUST HOLDS ANY
OF THESE FUNDS.
WHO IS ELIGIBLE TO During any "Plan Year," as defined below, you
PARTICIPATE IN THE are eligible to participate in the Plan if you are
PLAN? currently employed by the Company and meet ALL of
the following requirements:
[ ] You are eligible to participate and elected to
participate in the EIP during the Plan Year;
and
[ ] With respect to the EIP:
(1) You contributed the maximum amount
permitted under the EIP during the Plan
Year. For example, for the Plan Year
ending in November 2001, the maximum
amount that you could contribute to the
EIP was $17,000; or
(2) You received your AIP bonus in the same
pay period that you contributed the
maximum amount of pre-tax contributions
permitted under the EIP during the Plan
Year. For example, for the Plan Year
ending in November 2001, the maximum
amount that you could contribute to the
EIP was $10,500.
The "Plan Year" for the Plan is LS&CO.'s fiscal
year, which ends on the last Sunday of each
November.
HOW CAN I ENROLL IN If you are eligible to participate in the Plan and
THE PLAN? have an existing Account, then you will be
automatically enrolled in the Plan. In the event
that you do not have an existing Account, you must
submit a completed and signed "Charles Schwab & Co.,
Inc. account application form" to U.S. Retirement
Benefits (and NOT to Charles Schwab) to enroll in
the Plan. Please send the form to: Levi Strauss &
Co., U.S. Retirement Benefits, 1155 Battery Street
KO/1, San Francisco, CA 94111.
WHEN WILL I BECOME A If you are eligible to participate and become
PARTICIPANT? enrolled in the Plan, you will become a participant
in the Plan as of the date on which your after-tax
contributions are credited to your Account. If you
properly set up your Account by the pay period in
which you contributed the maximum amount under the
EIP, your after-tax contributions through payroll
will begin to be credited to your Account as of the
following pay period. If you do not have an existing
Account at the time you become eligible, your
after-tax contributions will usually begin to be
credited to your Account within three or four weeks
after your Account is established. EXCEPT AS
PROVIDED BELOW, YOU WILL NOT BE PERMITTED TO MAKE
ANY RETROACTIVE CONTRIBUTIONS TO THE PLAN.
HOW LONG CAN I You can continue to participate in the Plan
PARTICIPATE IN THE through the last pay period in December of each
PLAN? year, provided that you continue to be paid on the
Home Office payroll of LS&CO. through such date. If
you cease being paid on the Home Office payroll
before such date, then your participation under the
Plan will cease as of the last pay period in which
you are paid on the Home Office payroll of LS&CO.
EXAMPLE. JEAN IS PAID ON THE HOME OFFICE PAYROLL OF
LS&CO. DURING THE 2001 AND 2002 PLAN YEARS. JEAN
PARTICIPATED IN THE EIP DURING THE 2001 PLAN YEAR
AND CONTRIBUTED 10% OF HER EIP COVERED COMPENSATION.
IN THE FIRST PAY PERIOD OF APRIL 2001, JEAN REACHED
THE MAXIMUM CONTRIBUTION AMOUNT UNDER THE EIP FOR
THAT PLAN YEAR (I.E., $17,000) AND HAD AN EXISTING
ACCOUNT. BEGINNING WITH THE NEXT PAY PERIOD OF APRIL
2001, SHE BECAME A PARTICIPANT IN THE PLAN. JEAN MAY
CONTINUE PARTICIPATING IN THE PLAN UNTIL THE LAST
PAY PERIOD IN DECEMBER 2001. AS OF THE FIRST PAY
PERIOD IN JANUARY 2002, JEAN WILL AGAIN BE ELIGIBLE
TO MAKE PRE-TAX CONTRIBUTIONS UNDER THE EIP. IF JEAN
CONTRIBUTES THE MAXIMUM AMOUNT PERMITTED UNDER THE
EIP DURING 2002, SHE WILL AGAIN BECOME ELIGIBLE TO
PARTICIPATE IN THE PLAN THROUGH THE LAST PAY PERIOD
IN DECEMBER 2002.
If you cease being paid on the Home Office payroll
while you participate in the Plan, you will not be
permitted to make any additional contributions to
the Plan through payroll deduction and you will not
be entitled to receive the Company match. However,
if you resume being paid on the Home Office payroll
before the last pay period of December in the year
in which you participated in the Plan and have an
existing Account, then you will be eligible to
recommence your participation in the Plan. If you do
not have an existing Account when you resume being
paid on Home Office payroll, then you will be
eligible to recommence your participation in the
Plan as of the first pay period after you
reestablish your Account. Please note that your
after-tax contributions to your Account will usually
restart within three or four weeks after your
Account is reestablished. AGAIN, EXCEPT AS PROVIDED
BELOW, PLEASE REMEMBER THAT YOU WILL NOT BE
PERMITTED TO MAKE ANY RETROACTIVE CONTRIBUTIONS TO
THE PLAN.
Notwithstanding the foregoing, if you become a
participant in the Plan because you received your
AIP bonus in the same pay period that you
contributed the maximum amount of pre-tax
contributions permitted under the EIP during the
Plan Year, your participation in the Plan will
terminate immediately as of the date your one-time
make-up contribution is credited to your Account, in
accordance with the Section entitled "BESIDES
PAYROLL DEDUCTIONS, IS THERE ANY OTHER WAY TO
CONTRIBUTE TO THE PLAN?" However, you will be
eligible to recommence your participation in the
Plan during such Plan Year, in accordance with the
terms of the Plan, if you contribute the maximum
amount permitted under the EIP during such Plan
Year.
HOW MUCH MAY I You may contribute up to 10% (in 1% increments) of
CONTRIBUTE TO THE your "covered compensation," as defined below, to
PLAN DURING EACH PAY your Account during each pay period that you are
PERIOD? eligible to participate in the Plan. Unless you
specify otherwise, your CAP contribution percentage
will be the percentage you elected under the EIP (up
to 10%).
If your covered compensation increases during the
year, the amount of your payroll deduction to the
Plan will also increase because your deduction is
based on your designated contribution percentage.
Likewise, if your covered compensation decreases
during the year, the amount of your payroll
deduction to the Plan will also decrease.
"Covered compensation" means your base salary, AIP
bonus, including deferrals of such amounts under the
Deferred Compensation Plan for Executives.
CAN I CHANGE MY You may increase (up to 10%), decrease, or stop
PAYROLL DEDUCTION? your payroll deductions to the Plan at any time.
Your request will become effective as soon as
practicable following the date you submit your
request. Generally, your request will take at least
two pay periods to become effective.
WHAT HAPPENS TO MY The amount deducted from your paycheck, along with
PAYROLL DEDUCTION? the Company match, will be sent to Charles Schwab
and automatically deposited into a money market fund
in your Account. You may then contact Charles Schwab
directly to request that your funds be redirected to
other investments offered through Charles Schwab.
BESIDES PAYROLL Generally, you are permitted to contribute up to 10%
DEDUCTIONS, IS THERE of your covered compensation to your Account only
ANY OTHER WAY TO through payroll deductions. However, there are three
CONTRIBUTE TO THE important exceptions to this general rule.
PLAN?
[ ] You may transfer funds from non-payroll sources
to your Account at any time by sending a
hand-drawn personal check directly to Charles
Schwab and NOT to the Company. Because you own
your Account, you are permitted to make these
contributions to your Account at any time.
HOWEVER, SUCH OUTSIDE FUNDS WILL NOT BE
ELIGIBLE FOR THE 75% COMPANY MATCH.
[ ] If you receive your AIP bonus in the same pay
period that you contributed the maximum amount
permitted under the EIP, then you will be
permitted to do a one-time "make-up"
contribution to your Account by submitting a
hand-drawn personal check to U.S. Retirement
Benefits, PROVIDED that you have an existing
Account AND U.S. Retirement Benefits receives
your check no later than 30 days after it sends
you notification of your right to do such
make-up contribution. Your maximum AIP make-up
contribution will be limited to 10% of that
portion of your AIP bonus (including AIP
deferrals under the Deferred Compensation Plan
for Executives) that cannot be taken into
account as covered compensation under the EIP.
If you have completed one year of service with
the Company, your eligible AIP make-up
contribution will also receive the 75% Company
match; however, appropriate taxes will be
withheld from the Company match. SEE SECTION,
BELOW, ENTITLED "WHAT IS THE AMOUNT OF THE
MATCHING CONTRIBUTION?"
EXAMPLE. CHRIS PARTICIPATED IN THE EIP DURING THE
2001 PLAN YEAR AND ELECTED TO CONTRIBUTE 10% OF HIS
EIP COVERED COMPENSATION. BY THE FIRST PAY PERIOD OF
FEBRUARY 2001, HE HAD CONTRIBUTED $16,500 TO THE
EIP. IN THAT SAME PAY PERIOD, CHRIS RECEIVED HIS AIP
BONUS OF $60,000. ONLY $5,000 OF CHRIS' $60,000 AIP
BONUS WAS TAKEN INTO ACCOUNT AS COVERED COMPENSATION
UNDER THE EIP BECAUSE HE REACHED THE EIP'S $17,000
MAXIMUM CONTRIBUTION LIMIT FOR 2001. THIS IS THE
CASE BECAUSE 10% OF $5,000 IS $500, WHICH IS THE
AMOUNT HE NEEDED TO REACH THE $17,000 LIMIT. THUS,
ASSUMING THAT CHRIS BECOMES A PARTICIPANT IN THE
PLAN AS OF THE SECOND PAY PERIOD OF FEBRUARY 2001
AND THAT HE HAS COMPLETED ONE YEAR OF SERVICE WITH
THE COMPANY AS OF SUCH DATE, HE WILL BE PERMITTED TO
DO A MAKE-UP CONTRIBUTION TO THE PLAN UP TO $5,500
(I.E., $55,000 X 10%). THIS $5,500 CONTRIBUTION TO
THE PLAN WILL ALSO BE ELIGIBLE FOR THE 75% COMPANY
MATCH.
[ ] If you received your AIP bonus in the same pay
period that you contributed the maximum amount
of pre-tax contributions permitted under the
EIP, then you will be permitted to do a
one-time "make-up" contribution to your Account
by submitting a hand-drawn personal check to
U.S. Retirement Benefits, PROVIDED that you
have an existing Account AND U.S. Retirement
Benefits receives your check no later than 30
days after it sends you notification of your
right to do such make-up contribution. Your
maximum AIP make-up contribution will be
limited to 10% of that portion of your AIP
bonus (EXCLUDING AIP deferrals under the
Deferred Compensation Plan for Executives) that
could not be taken into account as covered
compensation under the EIP for purposes of
after-tax contributions. If you have completed
one year of service with the Company, your
eligible AIP make-up contribution will also
receive the Company match; however, appropriate
taxes will be withheld from the Company match.
SEE SECTION, BELOW, ENTITLED "WHAT IS THE
AMOUNT OF THE MATCHING CONTRIBUTION?"
EXAMPLE. BOB PARTICIPATED IN THE EIP DURING THE 2001
PLAN YEAR AND ELECTED TO CONTRIBUTE 10% OF HIS EIP
COVERED COMPENSATION. BY THE FIRST PAY PERIOD OF
FEBRUARY 2001, HE CONTRIBUTED $10,000 IN PRE-TAX
CONTRIBUTIONS TO THE EIP. IN THAT SAME PAY PERIOD,
BOB RECEIVED HIS AIP BONUS OF $125,000. HOWEVER, BOB
ELECTED TO DEFER $25,000 OF HIS $125,000 AIP BONUS
UNDER THE COMPANY'S DEFERRED COMPENSATION FOR
EXECUTIVES. THUS, ONLY $5,000 OF BOB'S ACTUAL
$100,000 AIP BONUS (I.E., $125,000 GROSS AIP BONUS
LESS $25,000 DEFERRED AIP BONUS) WAS TAKEN INTO
ACCOUNT AS COVERED COMPENSATION UNDER THE EIP FOR
PRE-TAX CONTRIBUTION PURPOSES BECAUSE HE REACHED THE
EIP'S $10,500 MAXIMUM PRE-TAX CONTRIBUTION FOR 2001.
THIS IS THE CASE BECAUSE 10% OF $5,000 IS $500,
WHICH IS THE AMOUNT HE NEEDED TO REACH THE $10,500
LIMIT. THUS, ASSUMING THAT BOB BECOMES A PARTICIPANT
IN THE PLAN AS OF THE SECOND PAY PERIOD OF FEBRUARY
2001 AND THAT HE HAS COMPLETED ONE YEAR OF SERVICE
WITH THE COMPANY AS OF SUCH DATE, HE WILL BE
PERMITTED TO DO A MAKE-UP CONTRIBUTION TO THE PLAN
UP TO $9,500 (I.E., $95,000 X 10%). THIS $9,500
CONTRIBUTION TO THE PLAN WILL ALSO BE ELIGIBLE FOR
THE 75% COMPANY MATCH.
WHAT IS THE AMOUNT OF Upon completion of one year of service with the
THE MATCHING Company, the Company matches 75% of your payroll and
CONTRIBUTION? eligible AIP make-up contributions to the Plan.
Because the Company match is immediately taxable
income, appropriate taxes will be withheld from your
regular pay so that the entire Company match can go
into your Account. However, if you make an eligible
AIP make-up contribution to the Plan, your
hand-drawn personal check and Company match (after
appropriate taxes are withheld from such match) will
be deposited into your Account.
IN WHOSE NAME WILL MY Your Account will be a regular individual
ACCOUNT BE brokerage account registered in your name with
REGISTERED? Charles Schwab. Unlike the EIP, you (not a trust)
will own the investments directly and in your name.
No funds are set aside in a trust or held by the
Company.
HOW CAN I INVEST THE You will need to contact Charles Schwab directly
FUNDS IN MY ACCOUNT? and select how to invest the funds in your Account.
Charles Schwab offers various investment options for
you to choose from. Because your Account is a
regular individual brokerage account, you have sole
responsibility to make and monitor your investments
under the Plan. Your investments through the Account
can go up or down, and any risk of loss is borne by
you. The Company's only involvement is limited to
making the match and depositing your payroll and
eligible AIP make-up contributions to the Plan.
ALSO, YOU SHOULD BE AWARE THAT CHARLES SCHWAB MAY
HAVE REQUIREMENTS, LIMITATIONS, COMMISSIONS,
CONDITIONS, AND FEES WITH RESPECT TO THE INVESTMENT
OF FUNDS CONTRIBUTED TO YOUR ACCOUNT. SUCH MATTERS
ARE SOLELY WITHIN THE CONTROL OF CHARLES SCHWAB AND
NOT THE COMPANY. FULFILLMENT OR COMPLIANCE WITH ANY
OF THESE REQUIREMENTS, LIMITATIONS OR CONDITIONS AND
PAYMENT OF ANY COMMISSIONS AND FEES IS YOUR PERSONAL
RESPONSIBILITY.
DOES THE COMPANY The Company will not protect or guarantee your
PROTECT ME AND MY Account in any way. Thus, for example, if your
INVESTMENTS IF MY investments lose money, the stock markets crash, or
INVESTMENTS LOSE Charles Schwab files bankruptcy or is otherwise
MONEY? unable to cover the funds credited to your Account,
you alone will assume the risk of loss on your
investments. SINCE EACH INVESTMENT OPTION PRESENTS
VARYING DEGREES OF RISK AND RETURN CHARACTERISTICS,
YOU SHOULD CONSULT WITH YOUR FINANCIAL ADVISOR
BEFORE SELECTING WHICH INVESTMENT OPTIONS ARE RIGHT
FOR YOU.
WILL I RECEIVE ACCOUNT Charles Schwab will send you periodic statements
STATEMENTS? regarding your Account balance and transaction
confirmations. The frequency and content of any
information regarding your Account are the sole
responsibility of Charles Schwab, and not the
Company.
MAY I WITHDRAW FUNDS Because you own your Account, you are permitted to
FROM MY ACCOUNT withdraw funds at any time. However, please remember
WHILE I AM EMPLOYED that if you withdraw your funds and close your
BY THE COMPANY? Account, you will need to timely re-open your
Account in order to avoid any interruption in your
payroll and eligible AIP make-up contributions to
the Plan if you reach the EIP maximum contribution
limit.
WHAT ARE MY OPTIONS After your separation from employment with the
WITH RESPECT TO MY Company, you are permitted to request a withdrawal
ACCOUNT AFTER MY from your Account at any time. The Company has no
SEPARATION FROM involvement with your Account after you separate
EMPLOYMENT WITH THE from employment. However, if a Company match is
COMPANY? mistakenly made to your Account following your
separation from employment, the Company has a right
to obtain a refund of that money.
WHAT ARE THE TAX The federal income tax laws are complex and change
CONSEQUENCES OF from time to time. The following description is
PARTICIPATING IN THE based on the current federal income tax laws and
PLAN? does not discuss tax consequences of participating
in the Plan under any local, state, or foreign tax
laws. Also, the following description is intended
solely to be general and should not be relied upon
as specific tax advice. BECAUSE EACH INDIVIDUAL'S
SITUATION IS UNIQUE, YOU SHOULD CONSULT WITH YOUR
TAX ADVISOR ABOUT THE SPECIFIC TAX CONSEQUENCES OF
PARTICIPATING IN THE PLAN.
The Plan is a voluntary investment program. There is
no identifiable tax benefit to you by participating
in the Plan. Specifically, you should be aware of
the following:
[ ] Your payroll deduction contributions are made
on an after-tax basis. This means that your
contributions are included in your gross income
and are subject to federal income, employment
(including Social Security) and other taxes.
[ ] You will have taxable income upon the payment
of the Company match. The Company is required
to withhold specific amounts of tax in
connection with the match.
[ ] Buying and selling securities and other
investments in your Account may generate
taxable income, either as capital gains or
ordinary income. It will be your responsibility
to report this income and pay any applicable
taxes.
[ ] In order for you to correctly report and pay
any taxes with respect to the investment of
your Account, you must accurately record your
basis in any investment.
YOU SOLELY BEAR THE RESPONSIBILITY TO ASCERTAIN ANY
REPORTABLE INCOME WITH RESPECT TO YOUR ACCOUNT, AND
REPORT SUCH INCOME AND PAY ANY APPLICABLE TAXES. FOR
INFORMATION RELATING TO ANY TAX FOR WHICH YOU ARE
LIABLE WITH RESPECT TO YOUR ACCOUNT, YOU SHOULD
CONTACT EITHER CHARLES SCHWAB, ANY OTHER OFFEROR OF
INVESTMENTS HELD IN YOUR ACCOUNT, AND/OR YOUR TAX
ADVISOR.
IS THIS A TAX-QUALIFIED The Plan is a non-qualified retirement plan, which
PLAN? means that the Plan is not qualified under Sections
401(a), 401(k), or 423 of the Internal Revenue Code.
Thus, the benefits offered under such Sections of
the Code, including but not limited to deferral of
taxes on contributions or investment earnings, are
not available to you by participating in the Plan.
IS THIS AN ERISA PLAN? The Plan is not subject to any of the provisions of
the Employee Retirement Income Security Act of 1974,
including but not limited to the reporting,
disclosure, and fiduciary responsibility rules.
CAN THE PLAN BE LS&CO. reserves the right to amend, suspend or
AMENDED OR terminate the Plan at any time and for any reason,
TERMINATED? in whole or in part, including the existence,
timing, or amount of the Company match, the
suspension rules or the brokerage firm. The Plan may
be amended in writing by the Board of Directors of
LS&CO. or by any person to whom the Board of
Directors has delegated such authority.
In addition, Charles Schwab may change its rules,
policies, investment choices and fee and commissions
structure. Those changes, and any communications
describing such changes, are the sole responsibility
of Charles Schwab.
WHO ADMINISTERS THE The Plan is administered by the Administrative
PLAN? Committee for Retirement Plans, to the extent
described below. The Administrative Committee, or
its delegate, is responsible for administration of
the Plan in the following respects:
[ ] Determination of eligibility to participate;
[ ] Interpretation of the Plan; and
[ ] The provision of forms relating to
participation in the Plan, excluding any forms
required by Charles Schwab in connection with
your Account.
WHAT ARE CHARLES With respect to the Plan, Charles Schwab is
SCHWAB'S responsible for the following:
RESPONSIBILITIES UNDER
THE PLAN? [ ] The investments offered to Plan participants;
[ ] The provision of information to Plan
participants regarding Accounts, including but
not limited to information regarding assets
held in your Account, dividends paid with
respect to Account investments, gains or losses
on transactions involving your Account
investments, and taxes for which you may be
liable with respect to your Account or its
investments; and
[ ] The execution of your investment instructions
with respect to your Account.
CHARLES SCHWAB HAS SOLE RESPONSIBILITY WITH RESPECT
TO YOUR ACCOUNT. THE COMPANY IS NOT RESPONSIBLE FOR
ANY REQUIREMENTS, CONDITIONS, INVESTMENT OPTIONS OR
OTHER DECISIONS BY CHARLES SCHWAB, OR FOR THE
CONTENT OR TIMING OF ANY COMMUNICATIONS OR REPORTS
FROM CHARLES SCHWAB.
WHO DO I CONTACT FOR If you have any questions about the Plan, please
ADDITIONAL contact U.S. Retirement Benefits:
INFORMATION ABOUT
THE PLAN? U.S. Retirement Benefits
Levi Strauss & Co.
P.O. Box 7215
San Francisco, CA 94120
Phone: (415) 501-1532
The Company may from time to time distribute
information about the Plan via hard copy, email, or
voicemail.