EX-10 14 ex10-52.txt CAPITAL ACCUMULATION PLAN (BOOKLET) EXHIBIT 10.52 CAPITAL ACCUMULATION PLAN OF LEVI STRAUSS & CO. (AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 26, 2001) PLAN DOCUMENT AND EMPLOYEE BOOKLET __________________ CAPITAL ACCUMULATION PLAN OF LEVI STRAUSS & CO. (AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 26, 2001) PLAN DOCUMENT AND EMPLOYEE BOOKLET INTRODUCTION Beginning in 1996, Levi Strauss & Co. ("LS&CO.") established the Capital Accumulation Plan of Levi Strauss & Co. (the "Plan"). The Plan provides a vehicle by which certain eligible employees of LS&CO. or its subsidiaries that participate under the Employee Investment Plan (the "EIP") (collectively, the "Company") can supplement their retirement savings by contributing a portion of their eligible compensation through after-tax payroll deduction upon reaching the maximum contribution amount allowed under the EIP. Eligible after-tax contributions under the Plan are deposited into an individual retail brokerage account offered by Charles Schwab & Co., Inc. (the "Account"), which must be established through LS&CO. In addition, after completing one year of service with the Company, each eligible employee who contributes under the Plan through after-tax payroll deduction may be eligible to receive a Company matching contribution in his or her Account. The benefits and other provisions described in this Plan Document and Employee Booklet are effective only if you are eligible to participate and become a participant in the Plan. THE COMPANY DOES NOT ENDORSE, RECOMMEND OR GUARANTEE ANY INVESTMENT OR SERVICE OFFERED, PROVIDED OR PROMISED BY CHARLES SCHWAB & CO., INC. ("CHARLES SCHWAB") OR ANY OTHER OFFEROR OF INVESTMENTS. BECAUSE THE ACCOUNT IS A REGULAR INDIVIDUAL RETAIL BROKERAGE ACCOUNT, YOU ARE SOLELY RESPONSIBLE FOR SELECTING AND MONITORING YOUR INVESTMENT CHOICES, PAYING RELATED COMMISSIONS AND CHARGES, AND FOR INVESTMENT RESULTS FROM PARTICIPATING IN THE PLAN. COMPANY INVOLVEMENT IS LIMITED TO ESTABLISHING YOUR AFTER-TAX PAYROLL DEDUCTION, AND DETERMINING AND MAKING THE MATCHING CONTRIBUTION, IF ANY. ALL FUNDS CONTRIBUTED BY YOU AND THE COMPANY UNDER THE PLAN ARE DEPOSITED INTO YOUR ACCOUNT. NEITHER THE COMPANY NOR ANY TRUST HOLDS ANY OF THESE FUNDS. WHO IS ELIGIBLE TO During any "Plan Year," as defined below, you PARTICIPATE IN THE are eligible to participate in the Plan if you are PLAN? currently employed by the Company and meet ALL of the following requirements: [ ] You are eligible to participate and elected to participate in the EIP during the Plan Year; and [ ] With respect to the EIP: (1) You contributed the maximum amount permitted under the EIP during the Plan Year. For example, for the Plan Year ending in November 2002, the maximum amount that you could contribute to the EIP was $17,000; however, this will increase to $20,000 for the Plan Year ending in November 2003; or (2) You received your AIP bonus in the same pay period that you contributed the maximum amount of pre-tax contribu- tions permitted under the EIP during the calendar year. For example, for the calendar year ending in December 2002, the maximum amount of pre-tax contributions that you could contribute to the EIP was $11,000. The "Plan Year" for the Plan is LS&CO.'s fiscal year, which ends on the last Sunday of each November. HOW CAN I ENROLL IN If you are eligible to participate in the Plan and THE PLAN? have an existing Account, then you will be automatically enrolled in the Plan. In the event that you do not have an existing Account, you must submit a completed and signed "Charles Schwab & Co., Inc. account application form" to U.S. Retirement Benefits (and NOT to Charles Schwab) to enroll in the Plan. Please send the form to: Levi Strauss & Co., U.S. Retirement Benefits, 1155 Battery Street KO/1, San Francisco, CA 94111. WHEN WILL I BECOME A If you are eligible to participate and become PARTICIPANT? enrolled in the Plan, you will become a participant in the Plan as of the date on which your after-tax contributions are credited to your Account. If you properly set up your Account by the pay period in which you contributed the maximum amount under the EIP, your after-tax contributions through payroll will begin to be credited to your Account as of the following pay period. If you do not have an existing Account at the time you become eligible, your after-tax contributions will usually begin to be credited to your Account within three or four weeks after your Account is established. EXCEPT AS PROVIDED BELOW, YOU WILL NOT BE PERMITTED TO MAKE ANY RETROACTIVE CONTRIBUTIONS TO THE PLAN. HOW LONG CAN I You can continue to participate in the Plan PARTICIPATE IN THE through the last pay period in December of each PLAN? year, provided that you continue to be paid on the Home Office payroll of LS&CO. through such date. If you cease being paid on the Home Office payroll before such date, then your participation under the Plan will cease as of the last pay period in which you are paid on the Home Office payroll of LS&CO. EXAMPLE. JEAN IS PAID ON THE HOME OFFICE PAYROLL OF LS&CO. DURING THE 2002 AND 2003 PLAN YEARS. JEAN PARTICIPATED IN THE EIP DURING THE 2002 PLAN YEAR AND CONTRIBUTED 10% OF HER EIP COVERED COMPENSATION. IN THE FIRST PAY PERIOD OF APRIL 2002, JEAN REACHED THE MAXIMUM CONTRIBUTION AMOUNT UNDER THE EIP FOR THAT PLAN YEAR (I.E., $17,000) AND HAD AN EXISTING ACCOUNT. BEGINNING WITH THE NEXT PAY PERIOD OF APRIL 2002, SHE BECAME A PARTICIPANT IN THE PLAN. JEAN MAY CONTINUE PARTICIPATING IN THE PLAN UNTIL THE LAST PAY PERIOD IN DECEMBER 2002. AS OF THE FIRST PAY PERIOD IN JANUARY 2003, JEAN WILL AGAIN BE ELIGIBLE TO MAKE PRE-TAX CONTRIBUTIONS UNDER THE EIP. IF JEAN CONTRIBUTES THE MAXIMUM AMOUNT PERMITTED UNDER THE EIP DURING 2003, SHE WILL AGAIN BECOME ELIGIBLE TO PARTICIPATE IN THE PLAN THROUGH THE LAST PAY PERIOD IN DECEMBER 2003. If you cease being paid on the Home Office payroll while you participate in the Plan, you will not be permitted to make any additional contributions to the Plan through payroll deduction and you may not be entitled to receive the Company match. However, if you resume being paid on the Home Office payroll before the last pay period of December in the year in which you participated in the Plan and have an existing Account, then you will be eligible to recommence your participation in the Plan. If you do not have an existing Account when you resume being paid on Home Office payroll, then you will be eligible to recommence your participation in the Plan as of the first pay period after you reestablish your Account. Please note that your after-tax contributions to your Account will usually restart within three or four weeks after your Account is reestablished. AGAIN, EXCEPT AS PROVIDED BELOW, PLEASE REMEMBER THAT YOU WILL NOT BE PERMITTED TO MAKE ANY RETROACTIVE CONTRIBUTIONS TO THE PLAN. Notwithstanding the foregoing, if you become a participant in the Plan solely because you received your AIP bonus in the same pay period that you contributed the maximum amount of pre-tax contributions permitted under the EIP during the Plan Year, your participation in the Plan will terminate immediately as of the date your one-time make-up contribution is credited to your Account, in accordance with the Section entitled "BESIDES PAYROLL DEDUCTIONS, IS THERE ANY OTHER WAY TO CONTRIBUTE TO THE PLAN?" However, you will be eligible to recommence your participation in the Plan during such Plan Year, in accordance with the terms of the Plan, if you contribute the maximum amount permitted under the EIP during such Plan Year. HOW MUCH MAY I You may contribute up to 10% (in 1% increments) CONTRIBUTE TO THE of your "covered compensation," as defined below, PLAN DURING EACH PAY to your Account during each pay period that you are PERIOD? eligible to participate in the Plan. Unless you specify otherwise, your CAP contribution percentage will be the percentage you elected under the EIP (up to 10%). If your covered compensation increases during the year, the amount of your payroll deduction to the Plan will also increase because your deduction is based on your designated contribution percentage. Likewise, if your covered compensation decreases during the year, the amount of your payroll deduction to the Plan will also decrease. "Covered compensation" means your base salary and AIP bonus, including deferrals of such amounts under the Deferred Compensation Plan for Executives. CAN I CHANGE MY You may increase (up to 10%), decrease, or stop your PAYROLL DEDUCTION? payroll deductions to the Plan at any time. Your request will become effective as soon as practicable following the date you submit your request. Generally, your request will take at least two pay periods to become effective. WHAT HAPPENS TO MY The amount deducted from your paycheck, along with PAYROLL DEDUCTION? the Company match, if any, will be sent to Charles Schwab and automatically deposited into a money market fund in your Account. You may then contact Charles Schwab directly to request that your funds be redirected to other investments offered through Charles Schwab. BESIDES PAYROLL Generally, you are permitted to contribute up to 10% DEDUCTIONS, IS THERE of your covered compensation to your Account only ANY OTHER WAY TO through payroll deductions. However, there are three CONTRIBUTE TO THE important exceptions to this general rule. PLAN? [ ] You may transfer funds from non-payroll sources to your Account at any time by sending a hand- drawn personal check directly to Charles Schwab and NOT to the Company. Because you own your Account, you are permitted to make these contributions to your Account at any time. HOWEVER, SUCH OUTSIDE FUNDS WILL NOT BE ELIGIBLE FOR ANY COMPANY MATCH. [ ] If you receive your AIP bonus in the same pay period that you contributed the maximum amount permitted under the EIP, then you will be permitted to do a one-time "make-up" to do a one-time "make-up" contribution to your Account by either submitting a hand-drawn personal check to U.S. Retirement Benefits or, to the extent permitted by the Company, by automatic payroll deduction, PROVIDED that you have an existing Account AND, if applicable, U.S. Retirement Benefits receives your check no later than 30 days after it sends you notification of your right to do such make-up contribution. Your maximum AIP make-up contribution will be limited to 10% of that portion of your AIP bonus (including AIP deferrals under the Deferred Compensation Plan for Executives) that cannot be taken into account as covered compensation under the EIP. If you have completed one year of service with the Company, your eligible AIP make-up contribution may be eligible for the Company match; however, appropriate taxes will be withheld from the Company match. SEE SECTION, BELOW, ENTITLED "WHAT IS THE AMOUNT OF THE MATCHING CONTRIBUTION?" EXAMPLE. CHRIS PARTICIPATED IN THE EIP DURING THE 2002 PLAN YEAR AND ELECTED TO CONTRIBUTE 10% OF HIS EIP COVERED COMPENSATION. BY THE FIRST PAY PERIOD OF FEBRUARY 2002, HE HAD CONTRIBUTED $16,500 TO THE EIP. IN THAT SAME PAY PERIOD, CHRIS RECEIVED HIS AIP BONUS OF $60,000. ONLY $5,000 OF CHRIS' $60,000 AIP BONUS WAS TAKEN INTO ACCOUNT AS COVERED COMPENSATION UNDER THE EIP BECAUSE HE REACHED THE EIP'S $17,000 MAXIMUM CONTRIBUTION LIMIT FOR 2002. THIS IS THE CASE BECAUSE 10% OF $5,000 IS $500, WHICH IS THE AMOUNT HE NEEDED TO REACH THE $17,000 LIMIT. THUS, ASSUMING THAT CHRIS BECOMES A PARTICIPANT IN THE PLAN AS OF THE SECOND PAY PERIOD OF EBRUARY 2002, HE WILL BE PERMITTED TO DO A MAKE-UP CONTRIBUTION TO THE PLAN UP TO $5,500 (I.E., $55,000 X 10%). IF CHRIS HAD COMPLETED ONE YEAR OF SERVICE WITH THE COMPANY AS OF THE DATE HE BECAME A PARTICIPANT IN FEBRUARY 2002, THIS $5,500 CONTRIBUTION TO THE PLAN MAY BE ELIGIBLE FOR THE COMPANY MATCH. [ ] If you received your AIP bonus in the same pay period that you contributed the maximum amount of pre-tax contributions permitted under the EIP, then you will be permitted to do a one-time "make-up" contribution to your Account by either submitting a hand-drawn personal check to U.S. Retirement Benefits or, to the extent permitted by the Company, by automatic payroll deduction, PROVIDED that you have an existing Account AND, if applicable, U.S. Retirement Benefits receives your check no later than 30 days after it sends you notification of your right to do such make-up contribution. Your maximum AIP make-up contribution will be limited to 10% of that portion of your AIP bonus (EXCLUDING AIP deferrals under the Deferred Compensation Plan for Executives) that could not be taken into account as covered compensation under the EIP for purposes of after-tax contributions. If you have completed one year of service with the Company, your eligible AIP make-up contribution may also be eligible to receive the Company match; however, appropriate taxes will be withheld from the Company match. SEE SECTION, BELOW, ENTITLED "WHAT IS THE AMOUNT OF THE MATCHING CONTRIBUTION?" EXAMPLE. BOB PARTICIPATED IN THE EIP DURING THE 2002 PLAN YEAR AND ELECTED TO CONTRIBUTE 10% OF HIS EIP COVERED COMPENSATION. BY THE FIRST PAY PERIOD OF FEBRUARY 2002, HE CONTRIBUTED $10,500 IN PRE-TAX CONTRIBUTIONS TO THE EIP. IN THAT SAME PAY PERIOD, BOB RECEIVED HIS AIP BONUS OF $125,000. HOWEVER, BOB ELECTED TO DEFER $25,000 OF HIS $125,000 AIP BONUS UNDER THE COMPANY'S DEFERRED COMPENSATION FOR EXECUTIVES. THUS, ONLY $5,000 OF BOB'S ACTUAL $100,000 AIP BONUS (I.E., $125,000 GROSS AIP BONUS LESS $25,000 DEFERRED AIP BONUS) WAS TAKEN INTO ACCOUNT AS COVERED COMPENSATION UNDER THE EIP FOR PRE-TAX CONTRIBUTION PURPOSES BECAUSE HE REACHED THE EIP'S $11,000 MAXIMUM PRE-TAX CONTRIBUTION FOR 2002. THIS IS THE CASE BECAUSE 10% OF $5,000 IS $500, WHICH IS THE AMOUNT HE NEEDED TO REACH THE $11,000 LIMIT. THUS, ASSUMING THAT BOB BECOMES A PARTICIPANT IN THE PLAN AS OF THE SECOND PAY PERIOD OF FEBRUARY 2002, HE WILL BE PERMITTED TO DO A MAKE-UP CONTRIBUTION TO THE PLAN UP TO $9,500 (I.E., $95,000 X 10%). IF BOB HAD COMPLETED ONE YEAR OF SERVICE WITH THE COMPANY AS OF THE DATE HE BECAME A PARTICIPANT IN FEBRUARY 2002, THIS $9,500 CONTRIBUTION TO THE PLAN MAY BE ELIGIBLE FOR THE COMPANY MATCH. WHAT IS THE AMOUNT OF Any contribution made to the Plan by a THE MATCHING participant on or after completion of one year of CONTRIBUTION? service with the Company will be eligible to receive a discretionary Company matching contribution, as described below, PROVIDED, the participant is actively employed with the Company, except in the case the participant retires during such Plan Year as of the last working day of the Plan Year to which the matching contribution relates. The discretionary Company matching contribution, if any, under the Plan will be based on Company performance and economic and financial conditions prevailing and anticipated at the time. To the extent the Company provides a matching contribution for any Plan Year, such Company matching contribution will be made to the Plan following that Plan Year and as soon as administratively practicable after the date on which the Company determines the amount of such matching contribution. Because the Company match is immediately taxable income, appropriate taxes will be withheld (either from your regular pay so that the entire Company match can go into your Account or from the Company match itself). IN WHOSE NAME WILL MY Your Account will be a regular individual brokerage ACCOUNT BE account registered in your name with Charles Schwab. REGISTERED? Unlike the EIP, you (not a trust) will own the investments directly and in your name. No funds are set aside in a trust or held by the Company. HOW CAN I INVEST THE You will need to contact Charles Schwab directly FUNDS IN MY ACCOUNT? and select how to invest the funds in your Account. Charles Schwab offers various investment options for you to choose from. Because your Account is a regular individual brokerage account, you have sole responsibility to make and monitor your investments under the Plan. Your investments through the Account can go up or down, and any risk of loss is borne by you. The Company's only involvement is limited to determining and making the match, if any, and depositing your payroll and eligible AIP make-up contributions to the Plan. ALSO, YOU SHOULD BE AWARE THAT CHARLES SCHWAB MAY HAVE REQUIREMENTS, LIMITATIONS, COMMISSIONS, CONDITIONS, AND FEES WITH RESPECT TO THE INVESTMENT OF FUNDS CONTRIBUTED TO YOUR ACCOUNT. SUCH MATTERS ARE SOLELY WITHIN THE CONTROL OF CHARLES SCHWAB AND NOT THE COMPANY. FULFILLMENT OR COMPLIANCE WITH ANY OF THESE REQUIREMENTS, LIMITATIONS OR CONDITIONS AND PAYMENT OF ANY COMMISSIONS AND FEES IS YOUR PERSONAL RESPONSIBILITY. DOES THE COMPANY The Company will not protect or guarantee your PROTECT ME AND MY Account in any way. Thus, for example, if your INVESTMENTS IF MY investments lose money, the stock markets crash, or INVESTMENTS LOSE Charles Schwab files bankruptcy or is otherwise MONEY? unable to cover the funds credited to your Account, you alone will assume the risk of loss on your investments. SINCE EACH INVESTMENT OPTION PRESENTS VARYING DEGREES OF RISK AND RETURN CHARACTERISTICS, YOU SHOULD CONSULT WITH YOUR FINANCIAL ADVISOR BEFORE SELECTING WHICH INVESTMENT OPTIONS ARE RIGHT FOR YOU. WILL I RECEIVE ACCOUNT Charles Schwab will send you periodic statements STATEMENTS? regarding your Account balance and transaction confirmations. The frequency and content of any information regarding your Account are the sole responsibility of Charles Schwab, and not the Company. MAY I WITHDRAW FUNDS Because you own your Account, you are permitted to FROM MY ACCOUNT withdraw funds at any time. However, please remember WHILE I AM EMPLOYED that if you withdraw your funds and close your BY THE COMPANY? Account, you will need to timely re-open your Account in order to avoid any interruption in your payroll and eligible AIP make-up contributions to the Plan if you reach the EIP maximum contribution limit. WHAT ARE MY OPTIONS After your separation from employment with the WITH RESPECT TO MY Company, you are permitted to request a withdrawal ACCOUNT AFTER MY from your Account at any time. The Company has no SEPARATION FROM involvement with your Account after you separate EMPLOYMENT WITH THE from employment. However, if a Company match is COMPANY? mistakenly made to your Account following your separation from employment, the Company has a right to obtain a refund of that money. WHAT ARE THE TAX The federal income tax laws are complex and CONSEQUENCES OF change from time to time. The following description PARTICIPATING IN THE is based on the current federal income tax laws and PLAN? does not discuss tax consequences of participating in the Plan under any local, state, or foreign tax laws. Also, the following description is intended solely to be general and should not be relied upon as specific tax advice. BECAUSE EACH INDIVIDUAL'S SITUATION IS UNIQUE, YOU SHOULD CONSULT WITH YOUR TAX ADVISOR ABOUT THE SPECIFIC TAX CONSEQUENCES OF PARTICIPATING IN THE PLAN. The Plan is a voluntary investment program. There is no identifiable tax benefit to you by participating in the Plan. Specifically, you should be aware of the following: [ ] Your payroll deduction contributions are made on an after-tax basis. This means that your contributions are included in your gross income and are subject to federal income, employment (including Social Security) and other taxes. [ ] You will have taxable income upon the payment of any Company matching contribution to the Plan. Thus, the Company is required to withhold specific amounts of tax in connection with any matching contribution. [ ] Buying and selling securities and other investments in your Account may generate taxable income, either as capital gains or ordinary income. It will be your responsibility to report this income and pay any applicable taxes. [ ] In order for you to correctly report and pay any taxes with respect to the investment of your Account, you must accurately record your basis in any investment. YOU SOLELY BEAR THE RESPONSIBILITY TO ASCERTAIN ANY REPORTABLE INCOME WITH RESPECT TO YOUR ACCOUNT, AND REPORT SUCH INCOME AND PAY ANY APPLICABLE TAXES. FOR INFORMATION RELATING TO ANY TAX FOR WHICH YOU ARE LIABLE WITH RESPECT TO YOUR ACCOUNT, YOU SHOULD CONTACT EITHER CHARLES SCHWAB, ANY OTHER OFFEROR OF INVESTMENTS HELD IN YOUR ACCOUNT, AND/OR YOUR TAX ADVISOR. IS THIS A TAX-QUALIFIED The Plan is a non-qualified retirement plan, PLAN? which means that the Plan is not qualified under Sections 401(a), 401(k), or 423 of the Internal Revenue Code. Thus, the benefits offered under such Sections of the Code, including but not limited to deferral of taxes on contributions or investment earnings, are not available to you by participating in the Plan. IS THIS AN ERISA PLAN? The Plan is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, including but not limited to the reporting, disclosure, and fiduciary responsibility rules. CAN THE PLAN BE LS&CO. reserves the right to amend, suspend or AMENDED OR terminate the Plan at any time and for any reason, TERMINATED? in whole or in part, including the existence, timing, or amount of the Company match, the suspension rules or the brokerage firm. The Plan may be amended in writing by the Board of Directors of LS&CO. or by any person to whom the Board of Directors has delegated such authority. In addition, Charles Schwab may change its rules, policies, investment choices and fee and commissions structure. Those changes, and any communications describing such changes, are the sole responsibility of Charles Schwab. WHO ADMINISTERS THE The Plan is administered by the Administrative PLAN? Committee for Retirement Plans, to the extent described below. The Administrative Committee, or its delegate, is responsible for administration of the Plan in the following respects: [ ] Determination of eligibility to participate; [ ] Interpretation of the Plan; and [ ] The provision of forms relating to participation in the Plan, excluding any forms required by Charles Schwab in connection with your Account. WHAT ARE CHARLES With respect to the Plan, Charles Schwab is SCHWAB'S responsible for the following: RESPONSIBILITIES UNDER THE PLAN? [ ] The investments offered to Plan participants; [ ] The provision of information to Plan participants regarding Accounts, including but not limited to information regarding assets held in your Account, dividends paid with respect to Account investments, gains or losses on transactions involving your Account investments, and taxes for which you may be liable with respect to your Account or its investments; and [ ] The execution of your investment instructions with respect to your Account. CHARLES SCHWAB HAS SOLE RESPONSIBILITY WITH RESPECT TO YOUR ACCOUNT. THE COMPANY IS NOT RESPONSIBLE FOR ANY REQUIREMENTS, CONDITIONS, INVESTMENT OPTIONS OR OTHER DECISIONS BY CHARLES SCHWAB, OR FOR THE CONTENT OR TIMING OF ANY COMMUNICATIONS OR REPORTS FROM CHARLES SCHWAB. WHO DO I CONTACT FOR If you have any questions about the Plan, ADDITIONAL please contact U.S. Retirement Benefits: INFORMATION ABOUT THE PLAN? U.S. Retirement Benefits Levi Strauss & Co. P.O. Box 7215 San Francisco, CA 94120 Phone: (415) 501-1532 The Company may from time to time distribute information about the Plan via hard copy, email, or voicemail.