Back to top

LEVI STRAUSS CO. MANAGEMENT INCENTIVE PLAN

Executive Compensation Plan Agreement

LEVI STRAUSS  CO. 

MANAGEMENT INCENTIVE PLAN | Document Parties: LEVI STRAUSS   CO You are currently viewing:
This Executive Compensation Plan Agreement involves

LEVI STRAUSS CO

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: LEVI STRAUSS CO. MANAGEMENT INCENTIVE PLAN
Governing Law: California     Date: 10/11/2005

50 of the Top 250 law firms use our Products every day

Exhibit 10.1

 

L EVI S TRAUSS  & C O .

M ANAGEMENT I NCENTIVE P LAN

 

—CONFIDENTIAL—


CONTENTS

 

 

 

 

 

 

 

  

 

  

Page


 

 

 

 

1.

  

Introduction

  

1

 

 

 

2.

  

Purpose of the Plan

  

1

 

 

 

3.

  

Defined Terms

  

1

 

 

 

4.

  

Effective Date and Termination Date

  

5

 

 

 

5.

  

Eligibility and Participation

  

5

 

 

 

6.

  

Performance Measures For 2005 Award Payout

  

7

 

 

 

7.

  

2005 Award Payouts

  

7

 

 

 

8.

  

Performance Measures for 2006 Award Payout

  

7

 

 

 

9.

  

2006 Award Payouts

  

8

 

 

 

10.

  

Exchange Rates

  

8

 

 

 

11.

  

Tax Withholding

  

8

 

 

 

12.

  

No Tax, Financial, Legal or Other Advice

  

8

 

 

 

13.

  

Employment Rights

  

9

 

 

 

14.

  

Other Benefits

  

9

 

 

 

15.

  

Unfunded Status

  

9

 

 

 

16.

  

No Limit on Capital Structure Changes

  

10

 

 

 

17.

  

Plan Administration

  

10

 

 

 

18.

  

Claims Procedure

  

11

 

 

 

19.

  

Amendment, Modification or Termination of Plan

  

12

 

 

 

20.

  

Severability

  

12

 

 

 

21.

  

No Waiver

  

13

 

 

 

22.

  

Governing Law

  

13

 

 

 

23.

  

All Provisions

  

13

 

 

 

24.

  

Adoption

  

13


LEVI STRAUSS & CO. MANAGEMENT INCENTIVE PLAN

 

1. Introduction

 

This is the official document for the Levi Strauss & Co. Management Incentive Plan (the “Plan”), which contains the exclusive and complete description of the terms of this Plan. The Company reserves the right to amend the Plan from time to time or to terminate the Plan at any time.

 

The purpose of the Plan is to ensure that participating employees are provided with a competitive compensation opportunity for the 2005 and 2006 Fiscal Years. To achieve this goal, the Plan offers participating employees the opportunity to earn incentive compensation that is dependent upon achievement of the Company’s long-term measures related to total Company earnings. The Plan is a special, one-time incentive plan designed to bridge the payment opportunity gap between existing Company long-term incentive plans.

 

2. Purpose of the Plan

 

The purpose of the Plan is to:

 

 

 

Align Eligible Employees’ and shareholders’ interests;

 

 

 

Recognize and reward Eligible Employees who make substantial contributions to the Company;

 

 

 

Tie incentive opportunity to external competitive pay practices, and internally to the Company’s total compensation objectives;

 

 

 

Bridge the payment opportunity gap between existing Company long-term incentive plans; and

 

 

 

Encourage continuation of excellent service.

 

3. Defined Terms

 

 

A.

2005 Award Payout means the cash payable to a Participant under the Plan as described in Section 7 of the Plan. The amount of the 2005 Award Payout is in the sole and exclusive discretion of the Company.

 

 

B.

2005 EBITDA means the Company’s actual EBITDA for the 2005 Fiscal Year.

 

 

C.

2005 Plan EBITDA means the target EBITDA for the 2005 Fiscal Year, as established by the Company at the beginning of the Performance Cycle.


LEVI STRAUSS & CO. MANAGEMENT INCENTIVE PLAN

 

 

D.

2005 Plan Payout means a dollar amount established by the Company for each Eligible Employee as the basis for the 2005 Award Payout for achieving the 2005 Plan EBITDA. The 2005 Plan Payout will be established by salary band and may vary, depending on the Eligible Employee’s location and/or job title.

 

 

E.

2006 Award Payout means the cash payable to a Participant under the Plan as described in Section 9 of the Plan. The amount of the 2006 Award Payout is in the sole and exclusive discretion of the Company.

 

 

F.

2006 Plan Payout means a dollar amount established by the Company for each Eligible Employee as the basis for the 2006 Award Payout for achieving the Plan Performance Cycle EBITDA and the Plan Performance Cycle EBITDA CAGR. The 2006 Plan Payout will be established by salary band and may vary, depending on the Eligible Employee’s location and/or job title.

 

 

G.

Active Employment means the Eligible Employee is on the active payroll of the Company and has not experienced a voluntary or involuntary termination of employment with the Company, including discharge for any reason, resignation, layoff, death, Retirement or Long-Term Disability. An approved short-term leave of absence is considered Active Employment.

 

 

H.

Award Percentage means the percentage shown in the table in Appendix A determined by applying the percentages produced under Sections 8.A. and 8.B. to the table.

 

 

I.

Cause means a finding by the Plan Administrator that the Participant has:

 

 

1)

committed any willful, intentional or grossly negligent act materially injuring the interest, business or reputation of the Company;

 

 

2)

engaged in any willful misconduct, including insubordination, in respect of his or her duties or obligations to the Company;

 

 

3)

violated or failed to comply in any material respect with the Company’s published rules, regulations or policies, as in effect from time to time;

 

 

4)

committed a felony or misdemeanor involving moral turpitude, fraud, theft or dishonesty (including entry of a nolo contendere plea resulting

 

2


LEVI STRAUSS & CO. MANAGEMENT INCENTIVE PLAN

 

 

in conviction of a felony or misdemeanor involving moral turpitude, fraud, theft or dishonesty);

 

 

5)

misappropriated or embezzled any property of the Company (whether or not a misdemeanor or felony);

 

 

6)

failed, neglected or refused to perform the employment duties related to his or her position as from time to time assigned to him or her (including, without limitation, the Participant’s inability to perform such duties as a result of alcohol or drug abuse, chronic alcoholism or drug addiction); or

 

 

7)

breached any applicable employment agreement.

 

“Willful” means an act or omission in bad faith and without reasonable belief that such act or omission was in, or not opposed to, the best interests of the Company.

 

 

J.

Committee means the Human Resource Committee of the Board of Directors of the Company.

 

 

K.

Company means Levi Strauss & Co. and its participating Subsidiaries.

 

 

L.

EBITDA means earnings before interest, taxes, depreciation and amortization, as determined under the Company’s audited financial statements.

 

 

M.

Eligible Employee means each employee of the Company who (i) is in the Executive, Leader or Management Band worldwide, and (ii) is in Active Employment as of August 31, 2005. The term “Eligible Employee” excludes anyone (i) not classified by the Company as an employee in the Executive, Leader or Management Bands, (ii) classified as an independent contractor or consultant, and (iii) who provides services to the Company pursuant to a contract between the Company and a third party organization.

 

 

N.

Fiscal Year means the Company’s fiscal year ending on the last Sunday of November.

 

 

O.

Long-Term Disability means the Eligible Employee is disabled within the meaning of, and eligible for benefits under, a long-term disability program or

 

3


LEVI STRAUSS & CO. MANAGEMENT INCENTIVE PLAN

 

 

equivalent program maintained by the Company or a Subsidiary employing the Eligible Employee.

 

 

P.

Participant means an Eligible Employee who meets the participation requirements under Section 5.

 

 

Q.

Performance Cycle means the two-year performance period beginning on November 29, 2004 and ending November 26, 2006.

 

 

R.

Performance Cycle EBITDA means the Company’s actual cumulative EBITDA for the Fiscal Years in the Performance Cycle.

 

 

S.

Performance Cycle EBITDA Compound Annual Growth Rate (CAGR) means the compounded annual growth percentage rate in the EBITDA for the Fiscal Years in the Performance Cycle starting with the EBITDA at the beginning of the 2005 Fiscal Year and ending with the EBITDA at the end of the 2006 Fiscal Year.

 

 

T.

Performance Cycle EBITDA Percentage means the percentage produced by dividing the Performance Cycle EBITDA by the Plan Performance Cycle EBITDA.

 

 

U.

Plan means the Levi Strauss & Co. Management Incentive Plan, as set forth herein and as amended from time to time.

 

 

V.

Plan Administrator means the Committee.

 

 

W.

Plan Performance Cycle EBITDA means the target cumulative EBITDA for the Fiscal Years in the Performance Cycle, as established by the Company at the beginning of the Performance Cycle.

 

 

X.

Plan Performance Cycle EBITDA CAGR means the target cumulative EBITDA CAGR for the Fiscal Years in the Performance Cycle, as established by the Company at the beginning of the Performance Cycle.

 

 

Y.

Retirement or Retire means termination of employment by an Eligible Employee who has met the age and service requirements as defined and determined under the Company retirement plan applicable to the Eligible Employee.

 

4


LEVI STRAUSS & CO. MANAGEMENT INCENTIVE PLAN

 

 

Z.

Subsidiary means any corporation of which more than 50% of the outstanding shares having ordinary voting power are owned or controlled by the Company, and any other entity that the Board of Directors of the Company, in its sole discretion, deems to be a Subsidiary.

 

4. Effective Date and Termination Date

 

The Plan is effective beginning with the 2005 Fiscal Year, which begins on November 29, 2004, and ending with the 2006 Fiscal Year, which ends on November 26, 2006.

 

5. Eligibility and Participation

 

Each individual who is an Eligible Employee shall be eligible to participate in the Performance Cycle. The following paragraphs address changes in status that occur after the first day of the Performance Cycle.

 

 

A.

New Hires and Rehires. If an individual becomes an Eligible Employee after the first day of the Performance Cycle but on or before August 31, 2005, the Eligible Employee will be entitled to participate in the Performance Cycle. If an individual becomes an Eligible Employee after August 31, 2005, the Eligible Employee will not be entitled to participate in the Performance Cycle. An Eligible Employee who is rehired will not be entitled to be reinstated as an Eligible Employee for the Performance Cycle unless the rehire occurs on or before August 31, 2005. Rehired individuals are not entitled to receive credit for prior periods of employment.

 

 

B.

Promotions or Demotions . If an Eligible Employee experiences a salary band increase or decrease after the first day of the Performance Cycle, but on or before August 31, 2005, the Eligible Employee will participate in the Performance Cycle at the 2005 and 2006 Plan Payout levels for the new salary band. If an Eligible Employee experiences a salary band increase or decrease after August 31, 2005, the Eligible Employee will participate in the Performance Cycle at the 2005 and 2006 Plan Payout levels for the prior salary band.

 

 

C.

Terminations .

 

 

1)

2005 Award Payout . If an Eligible Employee terminates employment voluntarily or involuntarily before the last day of the 2005 Fiscal Year, he or she will not be eligible for a 2005 Award Payout. If the Eligible

 

5


LEVI STRAUSS & CO. MANAGEMENT INCENTIVE PLAN

 

 

Employee Retires, is terminated without Cause, terminates voluntarily or dies after the end of the 2005 Fiscal Year, the Eligible Employee is entitled to the full 2005 Award Payout for the Performance Cycle. If the Eligible Employee is terminated for Cause after the end of the 2005 Fiscal Year but before the 2005 Award Payout is made, he or she will not be eligible for the 2005 Award Payout.

 

 

2)

2006 Award Payout . If an Eligible Employee terminates employment voluntarily or involuntarily before the last day of the 2006 Fiscal Year, he or she will not be eligible for a 2006 Award Payout. If the Eligible Employee Retires, is terminated without Cause, ter


SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Close this window