8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 19, 2009

LEVI STRAUSS & CO.

(Exact name of registrant as specified in its charter)

DELAWARE	002-90139	94-0905160
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1155 BATTERY STREET
SAN FRANCISCO, CALIFORNIA 94111

(Address of principal executive offices, including zip code)

(415) 501-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

o     Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.1
EX-99.1

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 19, 2009, Jaime Cohen Szulc accepted an offer of employment as Senior Vice President and Chief Marketing Officer — Levi’s^® of Levi Strauss & Co. (the “Company”), to be effective approximately August 31, 2009. Previously, Mr. Szulc, 46, was employed by the Eastman Kodak Company in a variety of roles starting in 1998, including Managing Director, Global Customer Operations and Chief Operating Officer for the Consumer Digital Group (2007 to March 2009); Chairman, Eastman Kodak S.A., General Manager of the Consumer Digital, Film and Photofinishing Groups, and Corporate Vice President, EAME Region (2005 to 2007); and General Manager, Consumer and Professional Imaging and Digital and Film Imaging Systems divisions, and Corporate Vice President, Americas Region (2003 to 2005). Mr. Szulc holds a degree in civil engineering from Escola Politecnica de Universidade de Sao Paulo, Brazil.

The employment arrangement with Mr. Szulc provides for an annual base salary of $575,000. Mr. Szulc is also eligible to participate in the Company’s Annual Incentive Program at a target participation rate of 65% of his base salary which would result in a 2009 target value of $373,750. He will also receive a one-time signing bonus of $150,000 which is subject to prorated repayment if his employment with the Company does not exceed twelve months under certain conditions.

Mr. Szulc will also participate in the Company’s 2009 Equity Incentive Plan and receive 43,000 Stock Appreciation Rights (“SAR”) in February 2010, which reflects one-half of a standard grant that has been prorated for 2009, and one and one-half of a standard grant for 2010. His SAR grant, which is subject to approval by the Board of Directors, will be under standard SAR terms and conditions. SAR units are granted with an exercise price equal to the fair market value of the covered shares on the date of grant as determined by the Board. 25% of each SAR grant vests 12 months from the date of grant with the remaining 75% balance vesting on the first day of each month at a rate of 75%/36 months (2.08% per month), subject to continued service. Upon exercise of the SAR, the Company will deliver to the recipient shares with a value equal to the product of the excess of the per share fair market value of the Company’s common stock on the exercise date over the exercise price, multiplied by the number of shares of common stock with respect to which the SAR is exercised. The Company will not receive any proceeds either from the issuance of the SAR or upon its exercise.

SAR units are granted under Section 4(2) of the Securities Act of 1993, as amended. Section 4(2) generally provides an exemption from registration for transactions by an issuer not involving any public offering.

Mr. Szulc will also receive healthcare, life insurance and long-term savings program benefits, as well as benefits under the Company’s various executive perquisite programs, with an annual value of approximately $19,374, including a cash allowance of $15,000 per year.

In addition, Mr. Szulc will be eligible for relocation benefits which includes six months of temporary living assistance, a one-time payment of $50,000 towards the purchase of a home and an additional $30,000 payment to cover home loan interest payments. He will also be reimbursed for the cost of up to 27 round trip airline tickets (equivalent to one trip per week for six months) between Miami Beach, Florida and San Francisco, California for his family and himself while they are still residing in Miami Beach. In addition, Mr. Szulc will be provided three Company-paid home leave trips (one trip per year for three years) to Brazil for his family and himself.

Mr. Szulc’s employment is at-will and may be terminated by the Company or by Mr. Szulc at any time.

There is no understanding or arrangement between Mr. Szulc and any other person or persons with respect to his employment as the Chief Marketing Officer — Levi’s^® and there are no family relationships between Mr. Szulc

and any director or other executive officer or person nominated or chosen by the Company to become a director or executive officer. There have been no transactions, nor are there any currently proposed transactions, to which the Company was or is to be a participant in which Mr. Szulc or any member of his immediate family had, or will have, a direct or indirect material interest.

A copy of Mr. Szulc’s employment letter is attached as Exhibit 10.1 hereto and the press release announcing his employment is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
10.1	Employment Offer Letter, dated August 19, 2009, between Levi Strauss & Co. and Jaime Cohen Szulc
99.1	Press release, dated August 25, 2009, announcing the employment of Jaime Cohen Szulc as Senior Vice President and Chief Marketing Officer — Levis®

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEVI STRAUSS & CO.
DATE: August 25, 2009	By:	/s/ Heidi L. Manes
		Name:	Heidi L. Manes
		Title:	Vice President and Controller

EXHIBIT INDEX

Exhibit Number	Description
10.1	Employment Offer Letter, dated August 19, 2009, between Levi Strauss & Co. and Jaime Cohen Szulc
99.1	Press release, dated August 25, 2009, announcing the employment of Jaime Cohen Szulc as Senior Vice President and Chief Marketing Officer — Levis®

EX-10.1

Exhibit 10.1

August 19, 2009

Jaime Cohen-Szulc

Dear Jaime:

I am delighted to confirm our offer of employment to join Levi Strauss & Co. (LS&Co.) as Senior Vice President and Chief Marketing Officer — Levi’s® reporting to me. Your start date is anticipated to be August 31, 2009. The details of our offer are as follows:

Work Location

• Your work location will be San Francisco, CA. However, as part of your induction period, your work location will be Miami Beach, FL for the first three months of your employment.

Salary

• Your starting salary will be $11,057.70 per week (approximately $575,000 per year). The position is assigned to the Executive Band in the company’s compensation program.

Annual Incentive Plan

• Your participation in the Annual Incentive Program (AIP) is 65% of your base salary, with a 2009 target value of $373,750. Your award opportunity under this plan is up to 200% of target value as determined by your individual performance and the performance of the company. AIP payouts are prorated based on date of hire. This payment will be made in the first quarter of 2010. A detailed explanation of the program is included with this letter.

Long Term Incentive — Stock Appreciation Rights

• You will participate in the Company’s Senior Executive Equity Incentive Plan. You will receive Stock Appreciation Rights (SARs) totalling 43,000 units in February 2010 pending Board of Directors approval of the strike price for your grant. This includes one-half of a standard grant pro-rated for 2009, and one and one-half of a standard grant for 2010. Further details regarding your grant will be provided along with your SARs Grant Notice in February 2010.

Signing Bonus

• You will receive a one-time signing bonus of $150,000 (gross), payable within 30 days of your start date.

Cohen-Szulc — 2

• This signing bonus is offered in anticipation of the contributions you will make to our business over time. In the event that you resign before completing one year (12-months) of employment, or you are terminated for cause before one year (12-months) of employment, you will be required to repay the prorated, remaining balance of your signing bonus. Any such repayment may be deducted in whole or in part from any final payments due to you.

• Enclosed you will find a Signing Bonus Acknowledgment and Payback Agreement. Please sign and return the Payback Agreement.

Benefits

• Our offer also includes participation in our flexible benefits program. There are a number of benefit options available to you in the areas of health care and life insurance, as well as our long term savings programs which provide important tax advantages for your savings.

• You are eligible to participate in the executive perquisite programs associated with a position at your level. The total benefit of these programs, including parking and the perquisite cash allowance, is approximately $19,374. The value of the perquisite cash allowance is $15,000 per year, paid out to you in two installments each year. The first payment is in January and the second is in June.

• We will make an exception and you will accrue four weeks of TOPP (Time Off with Pay Program) during your first year of employment.

Relocation

You are eligible for Relocation Benefits Level A inclusive but not limited to the following (see policy for complete listing of benefits):

• You are eligible for relocation benefits to facilitate the move to the San Francisco area. You will receive detailed information from Veronica Harris, Relocation Manager, who will be available to assist you with your relocation.

• We will extend the eligibility timeframe to 12 months from your start date to allow for the purchase of a new residence in the San Francisco area.

• Per policy, you will be eligible for temporary living assistance. As an exception, we have extended this to a maximum of 6 months. We will connect you with our local resources to expedite this effort.

• If you purchase a home, you will be eligible for a one-time COLA payment per policy of $50,000 (gross) based on market differences. The payment would be made at the time of home purchase in the San Francisco area.

Cohen-Szulc — 3

• If you purchase a home, you will also be eligible for a loan subsidy up to a maximum of $30,000 to cover interest payments.

• We will cover the expenses for up to 27 round trip airline tickets between Miami Beach and San Francisco for you and/or your spouse/children to use while they are still residing in Miami Beach. This benefit, however, will expire when your family moves to the SF Bay Area. The costs should be expensed as incurred through the Company travel and expense management practice. You may be responsible for any taxes on this benefit, as applicable.

• We will provide you with three company-paid home leave trips (one trip per year for the first three years of your employment) to Brazil for you and your spouse/children. After the first 3 years, you will not be eligible for company paid home leave benefits. The costs for airfare, hotel, and a rental car will be covered and should be expensed as incurred through the Company travel and expense management practice. You may be responsible for any taxes on this benefit, as applicable.

The above describes some of the terms of LS&Co.’s compensation and benefit programs, which may be updated periodically. The official documents govern in all cases. Questions about your compensation, benefits or other Human Resources related issues may be directed to Cathy Unruh, Sr. Vice President, Human Resources, at (415) 501-6588.

Worldwide Code of Business Conduct

• You will be provided you with a copy of the Worldwide Code of Business Conduct (“WCOBC”). The WCOBC sets out basic principles to guide all employees of the company with how LS&Co. conducts business while at the same time provides helpful guideposts for behavior while on the job. You will find enclosed with this letter a copy of the Statement of Commitment which each employee is required to sign agreeing to abide by the principles set forth in the WCOBC. Compliance with the WCOBC is a fundamental condition of employment. Please bring the form on your first day. If you should have any questions, please let me know before your start date.

Other

• You will need to provide evidence that you are legally authorized to work in the United States. Please refer to the attached sheet for the type of evidence required according to the government’s I-9 regulations. Your employment is specifically conditioned upon your providing this information within 72 hours of your start date.

• LS&Co. expects your association with the company will be mutually beneficial. Nonetheless, LS&Co. is an “at-will employer,” which means you or LS&Co. can terminate your employment at LS&Co. at any time with or without cause, and with or without notice.

Cohen-Szulc — 4

Jaime, we are very excited about you joining the company. We are confident that you will make a valuable contribution to LS&Co.’s business.

Sincerely,

/s/ John Anderson  

John Anderson 

President and Chief Executive Officer 

CC:	Cathy Unruh, Sr. Vice President, Human Resources
Attachments:	I-9 Requirements Signing Bonus Acknowledgment Code of Conduct Annual Incentive Plan Relocation Summary

/s/ Jaime Cohen-Szulc	August 20, 2009
Signed: Jaime Cohen-Szulc	Date

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT: Jeff Beckman
Levi Strauss & Co.
(415) 501-7777
jbeckman@levi.com

Levi Strauss & Co. Names Global CMO for the Levi’s^® Brand

SAN FRANCISCO (August 25, 2009) — Levi Strauss & Co. (LS&Co.) today named Jaime Cohen Szulc as global chief marketing officer for the Levi’s^® brand, a new position at the company. He will report directly to LS&Co. Chief Executive Officer John Anderson.

“Jaime is a strong, strategic business leader with a deep understanding of how to translate consumer insights into marketing programs that drive growth across geographies and channels,” said Anderson. “He is passionate about reaching out to consumers in relevant and meaningful ways. He also brings a strong global perspective to consumer engagement.”

Szulc was most recently worldwide chief operating officer for Eastman Kodak Company’s Consumer Digital Group, as well as its managing director for global operations. In this role, he helped transform Kodak’s consumer experience and value proposition, while delivering key breakthrough operational results.

Szulc has a 20-year track record of international business experience and has led multiple business turnarounds in multi-billion dollar consumer companies, such as Eastman Kodak, S.C. Johnson and Procter & Gamble.

At Eastman Kodak, his responsibilities encompassed a broad spectrum of top marketing and P&L leadership assignments in the Americas, Europe, Africa and the Middle East. Starting in 1998, Szulc served as the marketing head for Latin America and led the region to record market share. During this time, he also created a strategic plan for deploying products in emerging markets worldwide. He later became the general manager for Latin America and then the entire Americas region, before becoming the chairman for Eastman Kodak S.A. in Europe. During five consecutive years, Szulc’s regions were recognized for the strongest growth and profit results within the consumer division.

— more —

Levi Strauss & Co. Names Global Levi’s^® Brand CMO/Add One
August 25, 2009

Szulc began his marketing career at Procter & Gamble Brazil and later as a senior marketing leader at SC Johnson Latin America, acquiring a broad marketing expertise leading a diverse set of brands. His experience spanned from classical brand management to geographic and category portfolio analysis, which involved brand acquisition and divestiture. Through the implementation of innovative business strategies and processes, Szulc reversed multi-year negative share trends and delivered record high volume and earnings for the categories he managed.

“I am very excited and honored to be part of the next chapter of the Levi’s^® brand leadership,” said Szulc. “The Levi’s^® brand is iconic — a true representation of jeans and of the diversity of aspirations of people around the world. I see tremendous opportunities to continue to strengthen our consumer experience with the brand.”

About Levi Strauss & Co.

Levi Strauss & Co. is one of the world’s largest branded apparel companies and the global leader in jeanswear, marketing its products in more than 110 countries worldwide. The company designs and markets jeans, casual wear and related accessories for men, women and children under the Levi’s^®, Dockers^® and Signature by Levi Strauss & Co.™ brands. Levi Strauss & Co. reported fiscal 2008 net revenues of $4.4 billion. For more information, go to www.levistrauss.com.

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