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1.
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Levi Strauss Nederland
B.V. , a
private limited liability company having its registered office at
Pilotenstraat 45 in (1059 CH) Amsterdam, The Netherlands, for the
purposes hereof lawfully represented by Mr. Regis Mulot,
referred to below as the ‘ Employer
’;
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2.
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Mr. Armin Broger
, an Italian national,
residing at Herman Gorterstraat 7 in Amsterdam, the Netherlands,
referred to below as the ‘ Employee
’;
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•
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Employer will employ Employee for
the position of President of Levi Strauss Europe commencing on 26
February 2007;
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•
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Employee will be appointed as
director ( statutair directeur ) of Levi Strauss Nederland
B.V. and other business entities;
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Article 1: Commencement and
Term
The employment
contract will commence on or after 26 February 2007 but on 31
March 2007 at the latest and is entered into for an indefinite
period of time subject to any other agreement between the
parties.
Article 2: WCOBC and Statement of
Commitment
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1.
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The
Employee declares that he has received a copy of the
company’s Worldwide Code of Business Conduct (WCOBC)
and Statement of Commitment , and that he accepts the
content thereof.
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2.
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The
provisions of the WCOBC and Statement of Commitment form an
integral part of this employment contract.
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3.
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The
Employer will be entitled to unilaterally amend the content of the
WCOBC and Statement of Commitment, if and insofar as it has a
weighty reason in doing so that is of such a nature that the
Employee’s interests in all reasonableness and fairness must
yield to the Employer’s interest, provided that this
Employment Agreement will prevail in case of conflict.
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1.
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The
Employee will hold the position of President of Levi Strauss
Europe.
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2.
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The
Employee’s position will have duties and responsibilities for
managing the European division of Levi Strauss & Co. Currently
comprising the following countries: Albania, Andorra, Austria,
Belarus, Belgium, Bosnia/Herzegovina, Bulgaria, Croatia, Cyprus,
Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece,
Hungary, Iceland, Ireland, Italy, Latvia, Lithuania, Luxembourg,
Macedonia, Malta, Monaco, Netherlands, Norway, Poland, Portugal,
Slovenia, Romania, Russia, San Marino, Serbia, Slovakia, Spain,
Sweden, Switzerland, Ukraine, United Kingdom and dependent
territories and Yugoslavia.
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3.
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The
Employee will also perform duties in addition to those that are
considered his usual duties, if such performance may be reasonably
expected from him.
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4.
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Without the Employer’s prior
written consent, the Employee will not during his employment term,
alone or with others, directly or indirectly, establish, conduct or
perform work for a business (whether or not for consideration) that
competes with or creates a conflict of interest with the
Employer’s business, whatever its form.
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5.
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The
Employee, at the Employer’s request, will at all times
perform work for a company affiliated with the Employer in addition
to those that are considered his usual duties, if such performance
may be reasonably expected from him.
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6.
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With regard to his duties, the
Employee will report to the President and Chief Executive
Officer.
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Article 4: Working Hours and
Workplace
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1.
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The
workweek and office hours will be in accordance with Company
Policy.
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2.
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The
Employee shall carry out his duties from the offices of the
Employer. The Employee shall make all trips necessary for the
proper performance of his contract. The Employer may relocate the
Employee’s workplace, if the company’s interests so
require and if such may be reasonably expected from him giving his
personal circumstances.
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3.
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The
Employee holds a managerial position and/or a position of trust
and, at the Employer’s request, will work overtime outside
the normal working hours whenever a proper performance of his
duties so requires. No remuneration will be paid for overtime work,
commuting time or travelling time nor shall any compensation in
that respect be due.
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Article 5: Salary and
Incentives
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1.
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The
Employee will be entitled to a gross annual salary of EUR
725,000.00, inclusive vacation pay and 13th month under relevant
laws.
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2.
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The
salary will be reviewed upwardly annually by the Levi Strauss &
Co. Board in accordance with Company Policy.
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3.
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The
Employee will participate in the applicable Annual Incentive
Plan (AIP) and Senior’s Executive Long-term Incentive
Plan (SELTIP) , a stock Appreciation Right’s program with
a 3-year performance cycle. Grants fully vest and are settled in
cast at the end of the performance cycle. A copy of the plans that
currently apply are attached to this employment contract as
Appendix I and II and are an integral part hereof. The
granting of the bonus is at the Employer’s discretion. The
Employee can in no event lay claim to a bonus that has not yet been
granted, unless agreed otherwise herein. The granting of a bonus in
any given year or during several years will not create a precedent
for any subsequent years. Ongoing participation in these plans is
intended at a similar level but will be subject to Company Policy
and Board approval; in this connection, the parties explicitly
refer to subparagraph 6, below.
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4.
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Employee’s ongoing
participation rate in the AIP is 65% of his base salary per annum.
However, the following exception will apply:
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For
2007, on a one-time basis, his AIP participation rate will be 100%.
This one-time (i.e. not to be repeated in future years) increase to
his participation rate is intended to provide an additional
incentive reward opportunity tied to both business and individual
performance.
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5.
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In
2007, Employee will be eligible to receive a grant award of 100,000
SELTIP units with a target award value of US $ 1,500,000 (gross).
The performance cycle for this grant will begin with the 2007
fiscal year. This award will be valued after the end of the 2009
fiscal year and will be paid during the first quarter of
2010.
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6.
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Similarly to any amendments imposed
upon other employees and in accordance with the relevant plan, the
Employer will be entitled to unilaterally amend the content of the
AIP and SELTIP, insofar as they are harmed by the amendment, in all
reasonableness and fairness must yield to the Employer’s
interest.
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7.
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Employee acknowledges having been
informed that the Human Resources Committee of the Board of
Directors has recently approved implementation of a new long-term
incentive plan for senior executives intended to replace the SELTIP
and that he will be given the opportunity to forfeit his 2007
SELTIP grants in exchange for grant awards under the new program.
Employee explicitly declares not objecting to such
possibility.
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Article 6: Payroll administration and hypo
taxation
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1.
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The
Employee will be on the payroll of Employer. The salary will be
paid into the Employee’s Netherlands bank account. The
Employee’s salary and benefits will be administrated
according the policies, plans and programs of Employer.
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2.
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Should due to Employee’s
responsibilities any part of his gross annual base salary, AIP,
SELTIP benefits and other benefits in kind provided by Employer be
subject to taxation outside the Netherlands the Employee will
receive the gross annual base salary, AIP and SELTIP benefits,
referred to in Article 5 hereof and any taxable benefits in
kind provided by Employer, as a net guarantee salary and/or benefit
as if he would be working 100% of his time in the Netherlands
applying a 30% ruling on the gross annual salary, AIP and
SELTIP
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benefits and other benefits in kind
provided by Employer. Employer will in such case compensate the
Employee for the missing tax benefit of the 30% ruling over (part
of) his benefits. Any other local taxes due will be borne by the
Employer as per the tax equalization guidelines. Employer will
provide for and pay personal income tax return and tax planning
assistance for Employee throughout the duration of the Employment
Agreement. In connection with the Employee’s Dutch personal
income tax return Employer’s advisers shall cooperate with
the Employee’s advisers.
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3.
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Employee’s non-Dutch tax
matters, to the extend relevant, will be handled by
Employer’s external tax advisor to ascertain the impact which
the Employee’s possible tax obligations outside the
Netherlands could have on the Dutch tax situation. The external tax
advisor will work with their Netherlands office to ensure that the
Employee neither gains nor loses in terms of taxes and missing the
30% ruling over (part) of his income, for the duration of the
employment taking into account that benefits of the 30% are for the
account of the Employee. Should the granting in fringe benefits to
the Employee have a negative impact on local tax return, the
Employer will reimburse the additional taxes the Employee has to
bear.
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4.
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Should Employee be subject to social
security levies outside the Netherlands those costs will be for the
account of the Employer.
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5.
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Employer and Employee will be
jointly responsible for making the application and all filing
requirements to the Dutch Tax Authorities for continued application
of the 30% tax ruling immediately after signing of this Employment
Agreement.
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1.
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The
notice period to be observed in case of termination, unless in case
of termination for urgent cause, shall be four (4) months for
the Employee and eight (8) months for the Employer.
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2.
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The
parties consider their agreement on severance payment, as reflected
in article 7.3 up to 7.7, to be a settlement agreement (
vaststellingsovereenkomst ) as provided for in Section 7:900
of the Dutch Civil Code. Parties exclusively choose to apply Dutch
law in this respect.
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3.
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If
the Employer terminates the agreement for any reason (e.g.,
restructuring that results in a job elimination due to a
significant reduction in job scope or layoff) other than an urgent
cause or if the court terminates the employment agreement upon the
initiative of the Employer other than for an urgent cause, the
Employer and the Employee agree that the lump sum amount payable to
the Employee, in any event, will be two times Employee’s Base
Compensation (Base Pay plus AIP target) as at the time of premature
termination. This severance amount will be payable upon termination
of the Employment Agreement. Should the scope of Employee’s
duties significantly change, to an extend that it cannot be
expected from him to continue to be employed by Employer, whereas
the Employer does not terminate the Employment Agreement and does
not cure the change of scope of duties to a level compatible with
the Employee’s position, the Employer and the Employee will
mutually agree in good faith how the above severance should be
payable should the Employee resign.
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4.
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If
a court awards more than the contractual agreed severance amount as
reflected in Article 7.3, Employee will not be entitled to the
amount that exceeds the contractual agreed amount; if a court
awards less, the difference between the contractual agreed amount
and the amount granted by the court, will be paid to Employee.
Employee shall in any event not be entitled to a higher severance
payment than the amount reflected as contractual severance payment
in Article 7.3.
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5.
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The
total amount of severance pay will in no event exceed the gross
salary, benefits and amounts payable to Employee would the Employee
have been employed until reaching the age of 65.
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6.
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After Employer has paid Employee the
compensation referred to in this Article, Employer (including any
other affiliated companies) and Employee will have no further
claims against each other, either inside or outside The
Netherlands, with regard to the employment and/or corporate
relationship, future bonus entitlements, or the (manner of)
termination of the employment and/or corporate relationship, and
shall grant each other in this respect full and final discharge
provided that the Employer has paid Employee all benefits and
amounts payable under this employment agreement and the AIP and
SELTIP plans in accordance with this agreement and those
plans.
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Article 8: Expense
Allowance
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1.
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The
Employer will reimburse the Employee for expenses directly related
to the performance of his work, but only insofar as that
reimbursement may be provided tax free and premium free pursuant to
the tax and social security legislation in force at any given
time.
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2.
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A
statement of expenses must be submitted to the Employer in line
with Company Policies. Expenses can be claimed upon submission of
the original receipt(s), specifying the business-related reason for
which they were incurred. The Employer will pay the expenses within
one month after the Employee has claimed them, provided that the
statement of expenses is sufficiently itemized, accompanied by the
original receipt(s) in line with Company Policy.
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Article 9: Telephone and internet
connection
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1.
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The
Employer will place at the Employee’s disposal a cell phone,
the cost of which will be born by Employer.
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2.
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The
Employer will provide for a telephone and Internet connection at
the Employee’s home. The Employer will bear the cost thereof,
it being understood that the Employer will deduct wage tax and
social security contributions in respect of the costs of private
calls / fringe benefit resulting from the private use of the
internet, should these be payable.
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1.
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For
the performance of his work, the Employer will place at the
Employee’s disposal — in conformity with the conditions
contained in the company car plan a company car commensurate to the
Employee’s seniority within the Employer based on Company
Policy or alternatively reimburse the Employee for the use of his
private car on the basis of Company Policy.
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2.
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If
the Employee is ill for a period longer than six months, the
Employer will be entitled to suspend the use of the company
car/lease car until the Employee resumes work.
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3.
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The
Employee undertakes to use the company car of which he has the
disposal with due care and to have it maintained in accordance with
Employer’s Car Policy and instructions of the leasing
company/ manufacturer.
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4.
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The
Employee shall be entitled to use the company car privately within
reasonable limits. The benefit in kind resulting there from shall
be subject to yearly revision by the Employer in function of the
cost related to the private use of the car and/or the position of
the tax administration.
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5.
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The
Employee agrees that the withholding tax related to the benefit in
kind shall be withheld on his remuneration at least once per
calendar year.
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1.
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For
the duration of the employment contract, the Employer will either:
(i) give the Employee the opportunity to take out pension
insurance, subject to the Employer’s prior approval and
annually contribute 12% of the Employee’s gross base salary,
payable directly to the pension insurer on prior submission of the
invoice to the Employer; or (ii) should the Employee opt not
to take out a pension insurance pay 12% of the Employee’s
gross base salary to the Employee, provided that such contributions
(under either alternative) are permissible under tax
law.
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2.
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It
is understood that this amount will not be taken into account
calculating any remuneration or amounts under Article 5, 6
and/or 7.3 hereof, and that no vacation pay is payable over this
amount under any relevant law.
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1.
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Apart from compensatory rest days,
the Employee will be entitled to 30 paid vacation days each
calendar year.
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2.
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The
Employee must timely inform the Board of Directors of the Employer,
in writing, of his wishes with respect to the beginning and end of
his vacation period.
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Article 13: Illness and Occupational
Disability
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1.
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If
the Employee is unable to perform the agreed work due to illness,
he will be obliged to inform the Employer thereof before 9.00
a.m.
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