e8vk

0000950123-10-088307.txt : 20100923 0000950123-10-088307.hdr.sgml : 20100923 20100923090020 ACCESSION NUMBER: 0000950123-10-088307 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100921 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100923 DATE AS OF CHANGE: 20100923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEVI STRAUSS & CO CENTRAL INDEX KEY: 0000094845 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 940905160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1124 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-90139 FILM NUMBER: 101085630 BUSINESS ADDRESS: STREET 1: 1155 BATTERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4155016000 MAIL ADDRESS: STREET 1: 1155 BATTERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 8-K 1 f56937e8vk.htm FORM 8-K e8vk

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): September 21, 2010

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))


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

Today Levi Strauss & Co. (the “Company”) announced certain organizational changes affecting its named executive officers. A copy of the press release announcing these changes is attached as Exhibit 99.1 hereto.

Robert L. Hanson was appointed Executive Vice President and President, Global Levi’s^®. James Calhoun was appointed Executive Vice President and President, Global Dockers^®. Aaron Beng-Keong Boey was appointed Executive Vice President and President, Global Denizen™.

Mr. Hanson, 47, was previously Senior Vice President and President, Levi Strauss Americas and had been president of the North America business since 2006. Previously, Mr. Hanson was President and Commercial General Manager of the U.S. Levi’s^® brand and U.S. Supply Chain Services since 2005, and President and General Manager of the U.S. Levi’s^® brand starting in 2001. Mr. Hanson was President of the Levi’s^® brand in Europe from 1998 to 2000. He began his career with the Company in 1988, holding executive-level advertising, marketing and business development positions in both the Levi’s^® and Dockers^® brands in the United States before taking his first position in Europe.

Mr. Hanson will receive an annual base salary of $825,000. Mr. Hanson is eligible to participate in the Company’s Annual Incentive Program at a target participation rate of 85% of his base salary. Mr. Hanson will participate in the Company’s 2006 Equity Incentive Plan and is eligible to receive 1.5 times the standard grant of Stock Appreciation Rights (“SAR”) units awarded to eligible executives in 2011, pending approval by the Board of Directors.

Mr. Hanson will receive healthcare, life insurance and long-term savings program benefits, as well as benefits under the Company’s various executive perquisite programs, including a cash allowance of $15,000 per year.

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

There is no understanding or arrangement between Mr. Hanson and any other person or persons with respect to his employment as the Executive Vice President and President, Global Levi’s^® and there are no family relationships between Mr. Hanson 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. Hanson or any member of his immediate family had, or will have, a direct or indirect material interest.

Jim Calhoun, 43, was previously President and Commercial General Manager, Dockers^® brand, a position he held since joining the Company in December 2008. Prior to joining the Company, Mr. Calhoun was with the Walt Disney Company since 2001, most recently as Executive Vice President and General Manager of Disney Consumer Products for North America and Latin America where he oversaw regional brand management, franchisee planning, and sales and marketing across licensed product categories, including Apparel, Accessories, and Footwear.

Mr. Calhoun will receive an annual base salary of $575,000. Mr. Calhoun is eligible to participate in the Company’s Annual Incentive Program at a target participation rate of 65% of his base salary. Mr. Calhoun will participate in the Company’s 2006 Equity Incentive Plan and is eligible to receive 1.5 times the standard grant of SAR units awarded to eligible executives in 2011, pending approval by the Board of Directors.

Mr. Calhoun will receive healthcare, life insurance and long-term savings program benefits, as well as benefits under the Company’s various executive perquisite programs, including a cash allowance of $15,000 per year.

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

There is no understanding or arrangement between Mr. Calhoun and any other person or persons with respect to his employment as the Executive Vice President and President, Global Dockers^® and there are no family relationships between Mr. Calhoun 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. Calhoun or any member of his immediate family had, or will have, a direct or indirect material interest.

Aaron Boey, 49, was previously Senior Vice President and President, Levi Strauss Asia Pacific, a position he assumed in February 2009 after serving as interim president starting in October 2008. Previously, Mr. Boey was Regional Managing Director in the Company’s Asia Pacific business from 2005. Mr. Boey was Regional Managing Director for Jacuzzi, Inc. from 2003 until he joined the Company.

Mr. Boey, who is paid in Singapore dollars, will receive an annual base salary of $814,000 SGD, or a U.S. dollar equivalent of $600,960 using an exchange rate of 1.3545 as of August 31, 2010. Mr. Boey also is eligible to participate in the Company’s Annual Incentive Program at a target participation rate of 70% of his base salary.

Mr. Boey will participate in the Company’s 2006 Equity Incentive Plan and is eligible to receive 1.5 times the standard grant of SAR units awarded to eligible executives in 2011, pending approval by the Board of Directors.

Mr. Boey will receive healthcare, life insurance and long-term savings program benefits, as well as benefits under the Company’s various executive perquisite programs.

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

There is no understanding or arrangement between Mr. Boey and any other person or persons with respect to his employment as the Executive Vice President, and President, Global Denizen™ and there are no family relationships between Mr. Boey 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. Boey or any member of his immediate family had, or will have, a direct or indirect material interest.

All of the above SAR grants will be made 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.

As part of the organizational announcements set forth above, the positions of President, Levi Strauss Europe; President, Levi Strauss Americas; and President, Levi Strauss Asia Pacific are being eliminated from the Company’s executive officer positions effective September 30, 2010. Armin Broger, previously Senior Vice President and President, Levi Strauss Europe, will depart from the Company on November 28, 2010. In connection with his departure, Mr. Broger will receive amounts substantially similar to those disclosed in his employment contract previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on April 10, 2007. A copy of the letter setting forth these terms is attached hereto as Exhibit 10.1.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.


10.1		Letter Agreement with Armin Broger, dated September 21, 2010.


99.1		Press release, dated September 23, 2010, announcing certain organizational changes of the Company.

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.


DATE: September 23, 2010	LEVI STRAUSS & CO.
	By:	/s/ Heidi L. Manes
		Name:	Heidi L. Manes
		Title:	Vice President and Controller

EXHIBIT INDEX


Exhibit Number		Description
	10.1	Letter Agreement with Armin Broger, dated September 21, 2010.
	99.1	Press release, dated September 23, 2010, announcing certain organizational changes of the Company.

EX-10.1 2 f56937exv10w1.htm EX-10.1 exv10w1

Exhibit 10.1

VIA FACSIMILE
STRICTLY CONFIDENTIAL

Mr. Armin Broger

21 September 2010

Re: Termination employment contract and settlement agreement

Dear Mr. Broger,

With this letter, we confirm our conference call on 10 September 2010, and our subsequent discussions over the past few days, including today. This letter incorporates our entire agreement.

As you are aware, the Company has been moving towards global brand management. To that end, we engaged in a global restructuring that has resulted in your position being eliminated. You agreed that your employment contract contains, in Article 7, tailor-made paragraphs for this particular situation.

Within that scope, we have agreed to the following arrangement regarding payment and implementation, taking into account the specific language as to that in your employment contract dated 23 February 2007, including the addendum thereto also dated 23 February 2007:

	1.		You, Levi Strauss Nederland B.V. and Levi Strauss & Co Europe SCA/COM.VA (“Parties”) agree to terminate your employment contract dated 23 February 2007, including the addendum thereto also dated 23 February 2007 (“the Employment Contract”) on 28 November 2010 (“the Termination Date”) by mutual consent.

	2.		Within 30 days after the Termination Date, Levi Strauss Nederland B.V. and Levi Strauss & Co Europe SCA/COM.VA (“Levi Strauss & Co.”) agree to pay you a lump sum compensation of two times your base compensation in conformity with especially article 7.3 and article 7.6 of the Employment Contract after deduction of wage tax and/or health insurance premium and/or in another way, to be indicated by you (for example payment of the gross amount into a Stamrecht B.V.; Levi Strauss & Co. will fully cooperate with such structure; you will inform Levi Strauss & Co. in time if you prefer to receive (part of) the payment gross in a

Stamrecht B.V.), on the condition that the way of payment is allowed under Dutch tax legislation and does not increase Levi Strauss & Co.’s costs. That amount equates to EUR 2,464,275 gross.

	3.		Any taxes due outside the Netherlands and/or Belgium will be for your account and risk, including related costs, such as penalties and interest. Should Levi Strauss & Co. and/or any of its affiliates be held liable for any such unpaid taxes in respect of aforementioned lump sum compensation, such unpaid taxes (including related cost such as for example interest and penalties) will be reclaimed from you and paid by you to Levi Strauss & Co. within 30 days after Levi Strauss & Co. reclaimed such taxes and related costs from you. In addition, Levi Strauss & Co. is responsible for resolving any tax issues caused by errors in our calculations. Furthermore, Levi Strauss & Co. will assist in your tax planning 2010 and in filing your personal income tax return 2010 in accordance with Article 6 of the Employment Contract.

	4.		You are given paid leave as of 30 September 2010 and will be exempted from all further obligations to perform any services for Levi Strauss & Co. and/or any of its affiliates until the Termination Date. Until the Termination Date, you will be paid your usual monthly salary, including all benefits, in accordance with the Employment Contract. At the time of your Termination Date, you will be paid (EUR 495,000 gross). All your benefits will cease as of the Termination Date, including but not limited to the allowances and (contribution to) pension premiums.

	5.		Additionally, Levi Strauss & Co. will pay you your 2010 AIP bonus, which is tied to both business and individual performance and is discretionary and subject to Board approval. It will be payable in February, 2011.

	6.		You will resign as managing director or any other legal position associated with Levi Strauss Nederland B.V., Levi Strauss & Co Europe SCA/COM.VA, Levi Strauss Continental and all other business entities listed on Attachment A hereto, effective as from 30 September 2010, by means of a resignation letter, in the format as attached hereto, to be delivered to Levi Strauss & Co. You agree that you have been consulted with respect to the shareholder’s resolution for your resignation and you hereby waive your rights to give advice to the general meeting of shareholders of Levi Strauss Nederland B.V. in relation to such resolution. Consequently, as from 30 September 2010 you will no longer be an officer, a director or a representative of Levi Strauss & Co. and/or any of its affiliates. Levi Strauss & Co. guarantees that the business entities listed on Attachment A

hereto shall fully discharge you for the policy conducted until 30 September 2010.

	7.		You will receive a normal settlement of account to be paid within 30 days after the Termination Date. To the extent possible holidays will be deemed to be taken during the paid leave period. No compensation for any unused vacation days will be due.

	8.		On the Termination Date at the latest, you will be obliged to return all Levi Strauss & Co.’ documents and/or properties (including all documents and/or properties of any affiliate of Levi Strauss & Co.) made available to you in relation to your work, in good condition at Levi Strauss & Co.’s office in Brussels, Belgium.

	9.		All post-contractual obligations ensuing from the Employment Contract will be kept in existence after the Termination Date, except for Article 18 of the Employment Contract.

	10.		Parties undertake to observe secrecy with respect to the content of this agreement as well as with respect to the content of the correspondence and other contacts in respect of the termination of the Employment Contract, except and so far as legally required.

	11.		Parties will refrain from making any such negative comments about each other (including any affiliate of Levi Strauss & Co.) to third parties as may harm their mutual justified interests, except and so far as legally required.

	12.		Parties will announce internally and externally: As part of this global brand management, Armin Broger, president of LSEMA, will be departing the Company. We are grateful for his dedication and innovative and strategic leadership over the years. I personally will miss working with him, and wish him the best in his new endeavors. Parties will agree to this language or something similar in close consultation.

	13.		Levi Strauss & Co. will reimburse, upon submission of the relevant invoices, including proper breakdown, the costs of legal and tax advice incurred by you in connection to the termination of the Employment Contract up to a total amount of EUR 10,000, excluding VAT, but including office costs and other out-of-pocket expenses.

	14.		Levi Strauss & Co. shall ensure that any vested SAR grants will be fully exercisable at the next available window.

	15.		This agreement constitutes the entire agreement between Parties with respect to the termination of the Employment

Contract. This agreement replaces all previous agreements, which are therefore no longer valid.

	16.		Parties irrevocably waive the right to invoke nullity or demand nullification, or to invoke or demand dissolution, for whatever reason

	17.		If one or more provisions of this agreement are null and void, this will not result in the nullity of the other provisions of this agreement. Parties undertake to consult immediately with each other regarding provisions that are null and void and will arrange for an alternative provision that is valid.

	18.		If the court decides otherwise than agreed on between Parties, the contents of this agreement will prevail to the court’s judgment.

	19.		After execution of this agreement, Parties grant each other full and final discharge regarding the employment and/or corporate relationship, future bonus entitlements, the (manner of) termination of the employment and/or corporate relationship and/or any other ground. Parties declare that they have no further claims against each other, either inside or outside the Netherlands.

	20.		This agreement is governed by and construed in accordance with the laws of The Netherlands. Parties submit to the exclusive jurisdiction of the competent courts in Rotterdam, the Netherlands.

Please sign this letter agreement for approval and return it to our offices.



		/s/ Emanuela Bonadiman

Levi Strauss Nederland B.V.		Levi Strauss & Co. Europe
SCA/COM.VA
By:		By:	Emanuela Bonadiman
Title:		Title:	VP Global Talent Management
Date:		Date:	22 September 2010


For approval:

/s/ Armin Broger
Mr. Armin Broger
Date:	September 21, 2010

ATTACHMENT A

Levi Strauss & Co.
Dockers U.K. Ltd.
Farvista Ltd.
Levi Strauss (U.K.) Ltd.
Levi Strauss de Espana, S.A.
Levi Strauss Istanbul Konfeksiyon Sanayi ve Ticaret A.S.
Retailindex Ltd.
Levi Strauss & Co. Europe SCA/CVA
Levi Strauss International Group Finance Coordination Services SCA/CVA
Levi Strauss Italia S.R.L.
Levi’s Footwear & Accessories Italy SpA
Levi’s Footwear & Accessories (Switzerland) SA
Levi Strauss Nederland Holding B.V.
Levi Strauss Nederland B.V.
LVC B.V.
Levi Strauss Belgium, SA
Levi Strauss Benelux Retail BVBA
Levi Strauss Continental SA
Levi Strauss Germany GmbH
Levi Strauss Hellas AEBE
Levi Strauss Hungary Trading LLC
Levi Strauss International
Levi Strauss International, Inc.
LVC, LLC
505 Finance C.V.
550 Holdings C.V.

EX-99.1 3 f56937exv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Levi Strauss & Co. Appoints Global Leaders to Align Its Powerful Brands,

Enhance Consumer Experiences and Drive Growth

• Robert Hanson named EVP and President, Global Levi’s^®

• Aaron Boey named EVP and President, Global Denizen™

• Jim Calhoun named EVP and President, Global Dockers^®

SAN FRANCISCO (September 23, 2010) — Levi Strauss & Co. (LS&Co.) today announced that it has appointed Robert Hanson, Aaron Boey, and Jim Calhoun to newly created positions to better align the company’s brands and to meet the rapidly changing needs of global consumers. These leaders will have global responsibility for all product, marketing and business operations for the company’s global brands: Levi’s^®, Dockers^® and the recently launched Denizen™.

“We believe global brand leadership is the most effective way to deepen our connections with consumers, respond to changing tastes and attitudes, and grow in an increasingly dynamic international marketplace,” said John Anderson, President & CEO of LS&Co. “We are taking a disciplined approach to become more consumer-focused and responsive, and more consistent in our brand presentation and retail experiences around the world. These steps are part of our strategic plan to enhance the way we serve our consumers, advance our growth, and improve our financial performance. On the heels of the successful launches of our global Denizen™brand and the popular new Levi’s^® Curve ID jeans for women, these appointments will help us capitalize on the strength of our brands.”

Effective immediately, Robert Hanson, formerly Senior Vice President and President, Levi Strauss Americas, is now President, Global Levi’s^®; Aaron Boey, formerly President, Levi Strauss Asia Pacific, is President, Global Denizen™; and Jim Calhoun, formerly President and Commercial General Manager, Dockers^®, is President, Global Dockers^®. All three global Presidents will report directly to John Anderson.

“Each of these executives has an impressive track record at Levi Strauss & Co., demonstrating strong strategic leadership, deep consumer and market insights and finely tuned operating skills,” said Mr. Anderson. “Robert’s extensive knowledge of the apparel industry and the Levi’s^® brand coupled with his proven ability to execute make him well suited to extend the brand across our global markets. Aaron knows the Denizen™ brand and understands emerging markets, which are key to the brand’s future success. And Jim is effectively leading the turnaround efforts of our Dockers^® brand and is well equipped to see those efforts through and to identify new areas of growth. We believe this is the right team to take our brands to the next level.”

With these appointments, the company’s Worldwide Leadership Team now consists of John Anderson, President & Chief Executive Officer; Blake Jorgensen, Chief Financial Officer; Tom Peck, Chief Information Officer; Cathy Unruh, Chief Human Resources Officer; David Love, Chief Supply Chain Officer; Larry Ruff, Chief Strategy Officer; Jill Nash, Chief Communications Officer; and Robert Hanson, Aaron Boey, and Jim Calhoun in their new roles.

As part of this transformation, Armin Broger, President of Levi Strauss Europe, Middle East and Africa will be leaving the Company as of November 28, 2010. “We are grateful for Armin’s dedication, innovation and strategic leadership over the years, particularly his work in establishing our global premium Levi’s^® XX division and the Levi’s^® Footwear and Accessories business,” said Anderson.

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^®, Signature by Levi Strauss & Co.™ and Denizen™ brands. Levi Strauss & Co. reported fiscal 2009 net revenues of $4.1 billion. For more information, go to http://levistrauss.com.

This news release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current assumptions, expectations and projections about future events and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Investors should consider the information contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended 2009 and subsequent Quarterly Reports on Form 10-Q, especially in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this news release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release, and we are not under any obligation to publicly update any of the forward-looking statements to reflect subsequent circumstances that make it clear that any results expressed or implied by those forward-looking statements will not be realized.

Contacts:

Kelley Benander: kbenander@levi.com or 415-501-7598

Alexa Rudin: arudin@levi.com or 415-501-7645

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