EXHIBIT 10.47
EMPLOYEE INVESTMENT PLAN OF
LEVI STRAUSS & CO.
AMENDMENTS
WHEREAS, LEVI STRAUSS & CO.("LS&CO.") maintains the Employee Investment
Plan of Levi Strauss & Co. (the "EIP"); and
WHEREAS, Section 18 of the EIP provides that LS&CO. may amend the EIP
at any time and for any reason; and
WHEREAS, LS&CO. amended the EIP to permit all members who are highly
compensated employees to participate in the EIP effective January 1, 2001; and
WHEREAS, LS&CO. amended the EIP effective January 1, 2001 to increase
the percentage of pre-tax and post-tax contributions of members who are
non-highly compensated employees from ten percent (10%) of their eligible
compensation to fifteen percent (15%), while continuing to limit the percentage
of pre-tax and post-tax contributions of members who are highly compensated
employees to ten percent (10%); and
WHEREAS, Section 15.1 of the EIP grants the Administrative Committee
the authority, as the plan administrator, to make such rules and regulations and
to take any other actions to administer the EIP as it may deem appropriate; and
WHEREAS, LS&CO. desires to amend the EIP effective January 1, 2001 to
incorporate the Administrative Committee's resolution to increase the percentage
of pre-tax and post-tax contributions of certain members who are highly
compensated employees from ten percent (10%) of their eligible compensation to
fifteen percent (15%); 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 EIP and to further delegate
the authority to take certain actions with respect to the EIP; 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with respect to the EIP and such delegation has not been amended, rescinded or
superseded as of the date hereof; and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 January 1, 2001, LS&CO. amends the EIP
as follows:
1. Section 4.1 of the EIP is hereby amended in its entirety to read as
follows:
"4.1 ELECTION TO MAKE CONTRIBUTIONS. A Member whose membership
is not suspended under Section 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 in one percent (1%) increments of his or her
Compensation, without regard to the compensation limit under section
401(a)(17) of the Code, up to a maximum of ten (10%) (or effective
January 1, 2001, fifteen percent (15%) with respect to either those
Members who are not Highly Compensated Employees, or those Highly
Compensated Employees designated by the Administrative Committee). 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."
2. Section 4.3 of the EIP 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 limitation 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.
Notwithstanding the foregoing, effective January 1, 2001, with
respect to a Member who transfers from the status of a Highly
Compensated Employee to a non-Highly Compensated Employee at the end of
a Plan Year, if such Member's prior election with respect to his or her
Member Contributions was limited to ten percent (10%) under Section 4.1
while he or she was a Highly Compensated Employee, then such Member may
elect to increase his or her Member Contributions for the following
Plan Year up to fifteen percent (15%) of his or her Compensation,
without regard to the compensation limit under section 401(a)(17) of
the Code, with such increase in the Member Contributions becoming
effective with the pay period beginning as soon as reasonably
practicable following the end of such Plan Year. Further, effective
January 1, 2001, with respect to a Member who transfers from the status
of a non-Highly Compensated Employee to a Highly Compensated Employee
at the end of a Plan Year, if such Member's Member Contributions are
limited to ten percent (10%) under Section 4.1 upon becoming a Highly
Compensated Employee, then such Member's prior election with respect to
his or her Member Contributions will automatically be decreased
(beginning with such Member's Post-Tax Contributions, if any) to ten
percent (10%) of his or her Compensation, without regard to the
compensation limit under section
2
401(a)(17), but only in the event that his or her election prior to
becoming a Highly Compensated Employee was greater than ten percent
(10%), with such decrease in the Member Contributions becoming
effective with the pay period beginning as soon as reasonably
practicable following the end of such Plan Year."
* * *
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
3