EXHIBIT 10.45
LEVI STRAUSS & CO.
REVISED EMPLOYEE RETIREMENT PLAN
AMENDMENT
WHEREAS, LEVI STRAUSS & CO. (the "Company") has adopted the Levi
Strauss & Co. Revised Employee Retirement Plan (the "Plan"); and
WHEREAS, pursuant to Section 21.1 of the Plan, the Board of Directors
of the Company is authorized to amend the Plan at any time and for any reason;
and
WHEREAS, the Company desires to take the following action with respect
to the Plan; and
WHEREAS, the Company desires to amend the Plan to clarify the procedure
for suspending benefits for any employee who continues to be employed or who is
reemployed after reaching normal retirement age; and
WHEREAS, by resolutions duly adopted on June 22, 2000, the Board of
Directors of the Company authorized Philip A. Marineau, President and Chief
Executive Officer, to take certain actions with respect to the Plan and to
delegate to certain other officers of the Company the authority to take certain
actions with respect to the Plan;
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with respect to the Plan and such delegation not been amended, rescinded or
superseded as of the date hereof; and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; and
NOW THEREFORE, effective as of the dates specified herein, the Company
amends the Plan as set forth below:
1. Effective December 30, 1985, Section 7.2 of the Plan is hereby amended
in its entirety to read as follows:
"7.2 TERMINATION OF EMPLOYMENT AFTER NORMAL RETIREMENT AGE. A Member
who either remains in Service after his or her Normal Retirement Age or
terminates Service with Company but is reemployed by the Company or an
Affiliated Company (other than as a Retiree Coordinator) after his or her Normal
Retirement Age will be subject to the benefit suspension provisions under
Section 14.2."
2. Effective December 30, 1985, paragraph (c) of Section 13.4 of the Plan
is hereby amended in its entirety to read as follows:
"(c) REEMPLOYED MEMBERS. If a Member is reemployed as an
employee by the Company or an Affiliated company after his or her Normal
Retirement Date, Deferred Retirement Date or Vested Retirement Benefit Payment
Date described in Section 9.1 and the Member's Retirement Benefit is suspended
under Section 14.2, then the Administrative Committee will neither be required
to provide the Member with a written explanation of the optional forms of
benefit payable under the Plan nor obtain a new benefit election and spousal
consent upon the Member's later termination of Service or the resumption of
Retirement Benefit payments under Section 14.2. Rather, upon the Member's later
termination of Service or the resumption of Retirement Benefit payments, his or
her Retirement Benefit (as adjusted under
Section 14.2(g) after the Member's reemployment) will recommence in the form in
which they were being paid before the suspension of such Retirement Benefit
under Section 14.2.
If a Member is reemployed as an employee by the Company or an
Affiliated Company after his or her Early Retirement Date or Vested Retirement
Benefit Payment Date described in Section 9.2 and the Member's Retirement
Benefit is suspended under Section 14.2, then the Member's prior benefit
election will remain in effect until his or her later termination of Service
(excluding any month he or she is employed by the Company or an Affiliated
Company but not employed in Section 203(a)(3)(B) Service within the meaning of
Section 14.2(a)) but automatically be cancelled and of no effect as of his or
her later termination of Service. Upon the Member's later termination of
Service, the Administrative Committee will provide the Member with the written
explanation of the optional forms of benefit described in Section 12.3 and
obtain a new benefit election and spousal consent (if the Member is Legally
Married). Upon the Member's later termination of Service, his or her Retirement
Benefit (as adjusted under Section 14.2(g) after the Member's reemployment) will
be paid in the form in which the Member elects under Section 13."
3. Effective December 30, 1985, Section 14.2 of the Plan is hereby
amended in its entirety to read as follows:
"14.2 SUSPENSION OF BENEFITS. A Member who either remains in Service
after his or her Normal Retirement Age or terminates Service with the Company
but is reemployed as an employee by the Company or an Affiliated Company (other
than as a Retiree Coordinator) after his or her Retirement Date or Vested
Retirement Payment Date will be subject to the following benefit suspension
provisions.
(a) REEMPLOYMENT AS EMPLOYEE. If a Member who is receiving (or
is eligible but has not commenced receiving) monthly Retirement Benefit payments
on account of his or her Normal Retirement, Deferred Retirement or Vested
Retirement Benefit Payment Date described in Section 9.1 is reemployed as an
employee by the Company or an Affiliated Company (other than as a Casual
Employee or Retiree Coordinator), then such monthly Retirement Benefit payments
will be suspended for each month in which the Member is employed in "Section
203(a)(3)(B) Service." A Member will be employed in "Section 203(a)(3)(B)
Service" during any month in which he or she is credited with at least forty
(40) Hours of Service. Unless such Member elects to delay the payment of his or
her Retirement Benefit, his or her monthly Retirement Benefit payments will
recommence in the form determined under Section 13.4(c) or, in the case of a
Member who was eligible but has not commenced receiving monthly Retirement
Benefit payments before being reemployed, commence in the form elected under
Section 13 (except that if such Member does not make a valid election, the
Member's Retirement Benefit will be paid as a fifty percent (50%) Qualified
Joint and Survivor Annuity) no later than the first day of the third month after
the earlier of the following events occur:
(i) The date the Member terminates Service; or
(ii) Any month in which the Member is not employed in
Section 203(a)(3)(B) Service.
If a Member who is receiving (or is eligible but has not commenced
receiving) monthly Retirement Benefit payments on account of his or her Early
Retirement or Vested Retirement Benefit Payment Date described in Section 9.2 is
reemployed as an employee by the Company or an Affiliated Company (other than as
a Casual Employee or Retiree Coordinator) before his or her Normal Retirement
Age, then such monthly Retirement Benefit payments will be suspended
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upon the Member's reemployment until he or she terminates Service.
Notwithstanding the foregoing sentence, if such Member remains in Service after
reaching his or her Normal Retirement Age, then payment of the Member's
Retirement Benefit shall be suspended only for each month in which the Member is
employed in Section 203(a)(3)(B) Service. Conversely, if a Member who is
receiving monthly Retirement Benefit payments on account of his or her Early
Retirement or Vested Retirement Benefit Payment Date described in Section 9.2 is
reemployed as an employee by the Company or an Affiliated Company (other than as
a Casual Employee or Retiree Coordinator) on or after his or her Normal
Retirement Age, then such monthly Retirement Benefit payments will be suspended
for each month in which the Member is employed in Section 203(a)(3)(B) Service.
Unless such Member elects to delay the payment of his or her Retirement Benefit,
his or her monthly Retirement Benefit payments will recommence in the form
determined under Section 13.4(c) or, in the case of a Member who was eligible
but has not commenced receiving monthly Retirement Benefit payments before being
reemployed, commence in the form elected under Section 13 (except that if such
Member does not make a valid election, the Member's Retirement Benefit will be
paid as a fifty percent (50%) Qualified Joint and Survivor Annuity) no later
than the first day of the third month after the earlier of the following events
occur:
(iii) The date the Member terminates Service; or
(iv) Any month in which the Member is not employed in
Section 203(a)(3)(B) Service after attaining Normal Retirement Age.
(b) REEMPLOYMENT AS A CASUAL EMPLOYEE. If a Member who is
receiving (or is eligible but has not commenced receiving) monthly Retirement
Benefit payments on account of his or her Normal Retirement, Deferred Retirement
or Vested Retirement Benefit Payment Date described in Section 9.1 is reemployed
as a Casual Employee, then such monthly Retirement Benefit payments will be
suspended in each month during a Rehire Anniversary Year in which the Member is
employed in Section 203(a)(3)(B) Service only after the Member has completed
nine-hundred fifty (950) Hours of Service during such Rehire Anniversary Year.
Unless such Member elects to delay the payment of his or her Retirement Benefit,
his or her monthly Retirement Benefit payments will recommence in the form
determined under Section 13.4(c) or, in the case of a Member who was eligible
but has not commenced receiving monthly Retirement Benefits payments before
being reemployed, commence in the form elected under Section 13 (except that if
such Member does not make a valid election, the Member's Retirement Benefit will
be paid as a fifty percent (50%) Qualified Joint and Survivor Annuity) no later
than the first day of the third month after the earlier of the events described
in Section 14.2(a)(i) or (ii) occur.
If a Member who is receiving (or is eligible but has not commenced
receiving) monthly Retirement Benefit payments on account of his or her Early
Retirement or Vested Retirement Benefit Payment Date described in Section 9.2 is
reemployed as a Casual Employee before his or her Normal Retirement Age, then
such monthly Retirement Benefit payments will be suspended each Rehire
Anniversary Year after the Member completes nine-hundred fifty (950) Hours of
Service. Notwithstanding the foregoing sentence, if such Member remains in
Service after reaching his or her Normal Retirement Age, then payment of the
Member's Retirement Benefit will be suspended for each month during a Rehire
Anniversary Year in which the Member is employed in Section 203(a)(3)(B) Service
only after the Member has completed nine-hundred fifty (950) Hours of Service
during such Rehire Anniversary Year. Conversely, if a Member who is receiving
monthly Retirement Benefit payments on account of his or her Early Retirement or
Vested Retirement Benefit Payment Date described in Section 9.2 is reemployed as
a Casual Employee on or after his or her Normal Retirement Age, then such
monthly Retirement Benefit payments will be suspended for each month during a
Rehire Anniversary Year in which the Member is employed in Section 203(a)(3)(B)
Service only after the Member has completed nine-
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hundred fifty (950) Hours of Service during such Rehire Anniversary Year. Unless
such Member elects to delay the payment of his or her Retirement Benefit, his or
her monthly Retirement Benefit payments will recommence in the form determined
under Section 13.4(c) or, in the case of a Member who was eligible but has not
commenced receiving monthly Retirement Benefit payments before being reemployed,
commence in the form elected under Section 13 (except that if such Member does
not make a valid election, the Member's Retirement Benefit will be paid as a
fifty percent (50%) Qualified Joint and Survivor Annuity) no later than the
first day of the third month after the earlier of the events described in
Section 14.2(a)(iii) or (iv)
occur.
(c) CONTINUED EMPLOYMENT BEYOND NORMAL RETIREMENT AGE. With
respect to any Member who has reached his or her Retirement Date but continues
to remain in Service through and beyond his or her Normal Retirement Age,
payment of such Member's Retirement Benefit shall be suspended for each month
the Member is employed in Section 203(a)(3)(B) Service. Unless such Member
elects to delay the payment of his or her Retirement Benefit, the payment of
such Member's Retirement Benefit will commence in the form elected under Section
13 (except that if such Member does not make a valid election, the Member's
Retirement Benefit will be paid as a fifty percent (50%) Qualified Joint
Survivor Annuity) no later than the first day of the third month after the
earlier of the events described in Section 14.2(a)(i) or (ii) occur.
(d) NOTIFICATION OF SUSPENSION. Notwithstanding any provision
in the Plan to the contrary, no Retirement Benefit payments shall be suspended
under this Section 14.2 with respect to a Member who remains in Service after
his or her Normal Retirement Age or who is reemployed as an employee by the
Company or an Affiliated Company (other than as a Retiree Coordinator) after his
or her Normal Retirement Age unless the Plan Administrator provides a notice of
suspension of benefits to the affected Member in accordance with Department of
Labor Reg. ss.2530.203-3(b)(4). In the event that the Plan Administrator fails
to comply with such notice of suspension requirements, the affected Member's
Retirement Benefit as of his or her actual Retirement Date shall not be less
than the greater of:
(i) Such affected Member's Retirement Benefit as of
his or her Normal Retirement Age including any additional Benefit
Service accrued beginning after his or her Normal Retirement Age, as
required under section 411(b)(1)(H) of the Code and provided under
Section 14.2(g), and ending on the earlier of:
(A) The last day of the month immediately
preceding the month in which the Plan Administrator provides
such Member with such notice; or
(B) Such Member's actual Retirement Date; or
(ii) Such affected Member's Retirement Benefit as of
his or her Normal Retirement Age actuarially adjusted for delayed
payment beginning after his or her Normal Retirement Age and ending on
the earlier of the dates specified under (i)(A) or (i)(B), above.
(e) RULES RELATING TO SECTION 203(A)(3)(B) SERVICE. A Member
who either remains in Service after his or her Normal Retirement Age or who is
reemployed as an employee by the Company or an Affiliated Company (other than as
a Retiree Coordinator) after his or her Normal Retirement Age will be deemed to
have terminated Service for purposes of this Section 14.2 as of the first day of
any month in which such Member is not employed in Section 203(a)(3)(B) Service;
provided, however, such Member will be deemed to be reemployed as of the first
day of any subsequent month in which he or she is employed in Section
203(a)(3)(B) Service and the benefit suspension provisions of this Section 14.2
will apply.
(f) LIMITATIONS ON BENEFIT SUSPENSION. If a Member terminates
Service with the Company or an Affiliated Company but is reemployed as an
employee after his or her
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Required Beginning Date, then his or her monthly Retirement Benefit payments (if
any) will continue and the benefit suspension provisions of this Section 14.2
will not apply. In addition, if a Member remains in Service after his or her
Required Beginning Date, then such Member will be deemed to have terminated
Service for purposes of this Section 14.2 and Section 13.4(c) as of his or her
Required Beginning Date and the benefit suspension provisions of this Section
14.2 will not apply.
(g) BENEFIT SERVICE BEYOND NORMAL RETIREMENT AGE. A Member
described in any of the preceding paragraphs under this Section 14.2 who either
remains in Service as an Employee after his or her Normal Retirement Age or who
is reemployed by the Company as an Employee after his or her Normal Retirement
Age will be credited with a full month of Benefit Service for each calendar
month in which he or she is credited with at least one (1) Hour of Service or in
which he or she otherwise has Service. However, any additional Retirement
Benefit the Member would accrue as a result of being credited with Benefit
Service under this Section 14.2(g), will be offset by the monthly Retirement
Benefits previously distributed (if any) to the Member during any month in which
such Member was employed Section 203(a)(3)(B) Service.
(h) RETIREE COORDINATORS. If a Member terminates Service after
his or her Retirement Date and is reemployed by the Company as a Retiree
Coordinator, then he or she will continue to receive monthly Retirement Benefits
(if any), and the benefit suspension provisions of this Section 14.2 will not
apply. In addition, such Retiree Coordinator will not be entitled to accrue
additional Benefit Service upon being reemployed by the Company as a Retiree
Coordinator.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
executed this _____ day of ____________________, 2001.
LEVI STRAUSS & CO.
By: _______________________________
Fred D. Paulenich
Senior Vice President of
Worldwide Human Resources
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