EXHIBIT 10.49
LEVI STRAUSS & CO.
EMPLOYEE LONG-TERM INVESTMENT AND SAVINGS PLAN
AMENDMENTS
WHEREAS, LEVI STRAUSS & CO. ("LS&CO.") maintains the Levi Strauss & Co.
Employee Long-Term Investment and Savings Plan (the "ELTIS"); and
WHEREAS, Section 16 of the ELTIS provides that LS&CO. may amend the
ELTIS at any time and for any reason; and
WHEREAS, LS&CO. desires to amend the ELTIS, effective April 1, 2001, by
reducing the eligibility service requirement for member contributions (excluding
members employed at the Powell or Valencia facilities) from 1 year to 6 months;
and
WHEREAS, LS&CO. desires to amend the ELTIS, effective April 1, 2001, to
increase the limits on pre-tax and post-tax contributions of members (excluding
members employed at the Powell or Valencia facilities) from ten percent of their
compensation to fifteen percent; and
WHEREAS, LS&CO. desires to amend the ELTIS to permit all highly
compensated employees to participate in the ELTIS effective January 1, 2001; and
WHEREAS, LS&CO. desires to amend the ELTIS, effective January 1, 2001,
to exclude certain compensation from being taken into account for deferral
purposes; and
WHEREAS, LS&CO. desires to amend the ELTIS to reflect various
administrative changes, such as granting the Investment Committee full
discretion to select investment funds offered under the ELTIS, changing the
default investment option in the event a member fails to file a proper
investment direction, and changing the procedure relating to how undeliverable
checks are reinvested; and
WHEREAS, by resolutions duly adopted on June 22, 2000, the Board of
Directors of LS&CO. authorized Philip A. Marineau, President and Chief Executive
Officer, to take certain actions with respect to the ELTIS and to further
delegate the authority to take certain actions with respect to the ELTIS; and
WHEREAS, on June 22, 2000, Philip A. Marineau delegated to any Senior
Vice President, Human Resources, including Fred D. Paulenich, Senior Vice
President of Worldwide Human Resources, the authority to take certain actions
with respect to the ELTIS and such delegation has not been amended, rescinded or
superseded as of the date hereof; and
WHEREAS, the amendments herein are within the delegated authority of
Fred D. Paulenich;
NOW THEREFORE, effective as of the dates set forth herein, LS&CO.
amends the ELTIS as follows:
1. Effective as of January 1, 2001, the second sentence of Section 2.13 of
the ELTIS is hereby amended by deleting the phrase ", and amounts
deferred under the Company's Deferred Compensation Plan for
executives."
2. Effective as of January 1, 2001, paragraph (k) of Section 2.16 of
the ELTIS is hereby amended in its entirety to read as follows:
"(k) A Highly Compensated Employee, with respect to
eligibility to made Member Contributions or receive an allocation of
Matching Contributions only, except as otherwise provided under Section
3.5(b)."
3. Effective as of January 1, 2001, Section 2.20 of the ELTIS is hereby
amended by adding the following before the last paragraph thereof:
"Notwithstanding the foregoing, effective for Plan Years
beginning after December 31, 1996, the term Highly Compensated Employee
means any Employee who:
(c) Was a five percent (5%) owner of the Company or
an Affiliated Company (as defined in section 416(I)(1) of the Code) at
any time during the Plan Year or the preceding Plan Year; or
(d) For the preceding Plan Year received
'compensation' (as defined below) from the Company or an Affiliated
Company in excess of eighty thousand dollars ($80,000), as adjusted
under Regulations or rulings issued by the IRS."
4. Effective as of April 1, 2001, the second to last paragraph of
Section 2.53 of the ELTIS is hereby amended to read as follows:
"All Service will be aggregated, whether or not such Service
is performed consecutively, and every partial month will be deemed to
be one full month of Service; except that for purposes of eligibility
under Sections 3.1(a), 3.1(c), and 3.2, an Employee must complete full
calendar months of Service."
5. Effective as of April 1, 2001, Section 3.1 of the ELTIS is hereby
amended in its entirety to read as follows:
"3.1 COMMENCEMENT OF MEMBERSHIP. Each Employee who was a
Member in the Plan on the Effective Date will continue to be a Member.
Each Employee who was not a Member in the Plan on the Effective Date
will become a Member in the Plan under paragraphs (a), (b), and (c),
below.
(a) PRE-TAX CONTRIBUTIONS AND MATCHING CONTRIBUTIONS.
Membership in the Plan is voluntary for the Pre-Tax Contributions
provided for in Section 4.1 and the Matching Contributions provided for
in Section 5.1. Each Employee may become a Member in the Plan with
respect to Pre-Tax Contributions and Matching Contributions on the
first day of the first pay period coinciding with or next following the
day on which he or she completes a Year of Service, by filing the
prescribed form with the Administrative Committe in advance.
Notwithstanding the foregoing sentence, effective April 1, 2001, each
Employee (other than an Employee employed at the Powell or Valencia
facilities) may become a Member in the Plan with respect to Pre-Tax
Contributions on the first day of the first pay period coinciding with
or next following the day on which he or she completes six (6) months
of Service, by filing the prescribed form with the Administrative
Committee in advance. However, eligibility for Matching Contributions
remains one (1) Year of Service for all Employees.
(b) SPECIAL COMPANY CONTRIBUTIONS. Membership for
Special Company Contributions provided for in Section 5.2 is automatic.
An Employee who is hired on or before November 30 of the prior Plan
Year, and who maintains an employment relationship with the
Company or an Affiliated Company from such date until the last day of
such Plan Year, will become a Member in the Plan for any Special
Company Contribution as of the last day of such Plan Year.
(c) POST-TAX CONTRIBUTIONS. Effective as of the first
pay period ending after June 1, 1995, an Employee may become a Member
in the Plan with respect to Post-Tax Contributions on the first day of
the first pay period coinciding with or next following the day on which
he or she completes a Year of Service, by filing the prescribed form
with the Administrative Committee in advance. Notwithstanding the
foregoing sentence, effective April 1, 2001, each Employee (other than
an Employee employed at the Powell or Valencia facilities) may become a
Member in the Plan with respect to Post-Tax Contributions on the first
day of the first pay period coinciding with or next following the day
on which he or she completes six (6) months of Service, by filing the
prescribed form with the Administrative Committee in advance.
Upon becoming a Member, an Employee will designate a
Beneficiary under Sections 2.8 and 12."
6. Effective as of April 1, 2001, Section 3.2 of the ELTIS is hereby
amended in its entirety to read as follows:
"3.2 REHIRED AND TRANSFERRED EMPLOYEES. A former Employee who
is rehired will be eligible to begin or resume membership, as
applicable, in the Plan on the first Membership Date coincident with or
next following the date he or she attains or returns to the status of
an Employee and has completed a Year of Service. Notwithstanding the
foregoing sentence, effective April 1, 2001, a former Employee who is
rehired (other than an Employee reemployed at the Powell or Valencia
facilities) will be eligible to begin or resume membership, as
applicable, in the Plan on the first Membership Date coincident with or
next following the date he or she attains or returns to the status of
an Employee and has completed six (6) months of Service.
If an employee of the Company or an Affiliated Company
transfers employment either to the Company or to another employment
classification and as a result qualifies as an Employee, such Employee
will be eligible to begin membership in the Plan as described under
Section 3.1. Further, effective April 1, 2001, if an Employee transfers
from the Company (other than the Powell or Valencia facilities) to the
Powell or Valencia facilities after he or she has completed six (6)
months of Service but before completing a Year of Service, such
Employee's membership in the Plan will be suspended in accordance with
Section 3.3 until the first Membership Date coincident with or next
following the date he or she has completed a Year of Service; provided
that if he or she subsequently transfers to the Company (other than the
Powell or Valencia facilities), such Employee will be eligible to begin
or resume membership, as applicable, in the Plan as described in
Section 3.1."
7. Effective as of April 1, 2001, the first sentence of Section 3.3 of the
ELTIS is hereby amended to read as follows:
"A Member's membership in the Plan will be suspended for any period
during which the Member is an employee of the Company or an Affiliated
Company but not an Employee or for any period described in Section
3.2."
8. Effective as of January 1, 2001, the ELTIS is hereby amended by
deleting Appendix F in its entirety.
9. Effective as of January 1, 2001, paragraph (b) of Section 3.5 of
the ELTIS is hereby amended in its entirety to read as follows:
"(b) ELIGIBLE HIGHLY COMPENSATED EMPLOYEES.
Notwithstanding Section 3.5(a), a Highly Compensated Employee who
satisfies the eligibility requirements of Section 3.1 may participate
in the Plan for all or a portion of a Plan Year as a Member provided
that he or she is included in an eligible category of Highly
Compensated Employees described in paragraphs (b)(i) or (b)(ii), below:
(i) For the Plan Year ending in the 1996
calendar year, Highly Compensated Employees whose compensation
(as determined pursuant to Section 2.20) for the prior Plan
Year did not exceed ninety five thousand dollars ($95,000); or
(ii) For any Plan Year beginning in or after the
1996 calendar year, all Highly Compensated Employees."
10. Effective as of April 1, 2001, Section 4.1 of the ELTIS is hereby
amended in its entirety to read as follows:
"4.1 ELECTION TO MAKE CONTRIBUTIONS. A Member whose membership
is not suspended under Sections 3.3 or 3.5 may elect, as of the first
day of any pay period in any month, to begin making Member
Contributions to the Plan at the rates specified in paragraphs (a) or
(b), below:
(a) In one percent (1%) increments of his or her
Compensation, up to a maximum of ten percent (10%)(or
effective as of April 1, 2001, fifteen percent (15%)
with respect to those Members who are not employed at
the Powell or Valencia facilities); or
(b) In five dollar ($5.00) increments, up to a maximum
of twenty-five dollars ($25.00).
The Member may elect to make such Member Contributions either as
Pre-Tax Contributions, Post-Tax Contributions, or any combination
thereof. A Member's election to make Pre-Tax Contributions will
constitute an election (for federal tax purposes and, wherever
permitted, for state and local tax purposes) to have his or her taxable
Compensation reduced by the amount of all Pre-Tax Contributions."
11. Effective as of April 1, 2001, Section 4.3 of the ELTIS is hereby
amended in its entirety to read as follows:
"4.3 CHANGE OR SUSPENSION OF CONTRIBUTIONS. A Member, at any
time, may change the rate of his or her Member Contributions within the
percentage and dollar limitations described in Section 4.1 or may
change the nature of such Member Contributions as Pre-Tax Contributions
or Post-Tax Contributions by filing the prescribed form with the
Administrative Committee, or by utilizing such other notification
procedure as is prescribed by the Administrative Committee. A Member
may suspend all Member Contributions by filing the prescribed form with
the Administrative Committee, or by utilizing such other notification
procedure as is prescribed by the Administrative Committee. Such
changes in rate or nature of Member Contributions or suspension of
Member Contributions will become effective as soon as reasonably
practicable after the date the form is filed with or notice is received
by the Administrative Committee. With
respect to a Member who transfers to a new facility within the Company
during a Plan Year, such Member's election prior to such transfer will
automatically be suspended until he or she re-elects to begin making
Member Contributions following such transfer in accordance with Section
4.1, with such new election becoming effective as soon as reasonably
practicable after it is received by the Administrative Committee."
12. Effective as of April 1, 2001, the first paragraph of Section 5.1 of
the ELTIS is hereby amended in its entirety to read as follows:
"5.1 MATCHING CONTRIBUTIONS. Except as provided below, for
each period (an 'Accumulation Period') during a Plan Year, beginning
with the pay period coinciding with or next following the day on which
a Member completes a Year of Service, the Company will make a Matching
Contribution to the Plan in an amount equal to fifty percent (50%) of
such Member's Member Contributions for the Accumulation Period,
provided that Member Contributions in excess of ten percent (10%) of
such Member's Compensation shall not be matched. The Matching
Contribution will be reduced by any amount which cannot be allocated to
the Member because of the contribution limitation described in Section
10.1. The Board of Directors may determine in its sole discretion
that:"
13. Effective as of the date this amendment is adopted, the ELTIS is hereby
amended by deleting Appendix C in its entirety.
14. Effective as of the date this amendment is adopted, Section 6.1(a) of
the ELTIS is hereby amended in its entirety to read as follows:
"(a) IN GENERAL. All contributions to the Plan will be
held by the Trustee for investment and reinvestment as part of the
Trust Fund under the Trust Agreement. The Trust Fund will consist of
Funds or other investment vehicles designated by the Investment
Committee, as may be amended from time to time in the sole discretion
of the Investment Committee."
15. Effective as of the date this amendment is adopted, the first
paragraph of Section 6.2 of the ELTIS are hereby amended to read as
follows:
"All Member Contributions, Matching Contributions and Special Company
Contributions will be deposited in the Fund designated by the Member
for such investment in one percent (1%) increments of such contribution
as directed by the Member in accordance with procedures established by
the Administrative Committee. A Member's investment directions will
remain in effect until changed by the Member. If the Member fails to
file any investment directions, his or her share of any Special Company
Contributions allocated to his or her Special Company Account, his or
her Member Contributions, and Matching Contributions will be deposited
in a Fund designated from time to time by the Investment Committee in
its sole discretion."
16. Effective as of November 15, 1999, Section 9.8 of the ELTIS is hereby
amended to read as follows:
"9.8 UNDELIVERABLE CHECKS. In the event that a Benefit cannot
be delivered, the Account of the Member (or Beneficiary, as applicable)
shall be recredited with the amount of the Benefit which cannot be
delivered. Such Benefit shall be reinvested in the Fidelity Retirement
Money Market Fund (or such as the Investment Committee, in its sole
discretion, determines is most similar to a money market fund with
respect to its risk characteristics), except that the Benefit relating
to any undeliverable check returned after November 15, 1999 shall be
reinvested
in the same Fund(s) from which it was withdrawn based on both the
Member's (or Beneficiary's, if applicable) prior investment allocation
percentage and the Funds(s) net asset value as of the applicable
reinvestment date."
* * *
IN WITNESS WHEREOF, LS&CO. has caused this instrument to be executed
by its duly authorized officer this _____ day of _______________________, 2001.
LEVI STRAUSS & CO.
____________________________________
Fred D. Paulenich
Senior Vice President of Worldwide Human Resources