DRS/A

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

As confidentially submitted to the Securities and Exchange Commission on December 6, 2018.

This draft registration statement has not been publicly filed with the

Securities and Exchange Commission and all information herein remains strictly confidential.

Registration Statement No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Levi Strauss & Co.

(Exact name of registrant as specified in its charter)

Delaware	2325	94-0905160
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1155 Battery Street

San Francisco, CA 94111

415-501-6000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Charles V. Bergh

President and Chief Executive Officer

Levi Strauss & Co.

1155 Battery Street

San Francisco, CA 94111

415-501-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Eric Jensen Jodie Bourdet Siana Lowrey Cooley LLP 101 California Street, Fifth Floor San Francisco, CA 94111 415-693-2000	Harmit Singh Seth R. Jaffe David Jedrzejek Levi Strauss & Co. 1155 Battery Street San Francisco, CA 94111 415-502-6000	John L. Savva Sarah P. Payne Sullivan & Cromwell LLP 1870 Embarcadero Road Palo Alto, CA 94303 650-461-5600

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box.    ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.    ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller Reporting Company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Class A Common Stock, par value $        per share	$	$

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes the aggregate offering price of additional shares that the underwriters have the option to purchase.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

EXPLANATORY NOTE

In accordance with the policy pronouncements of the staff of the Securities and Exchange Commission, we are omitting from this draft registration statement our audited consolidated financial statements as of and for the fiscal year ended November 29, 2015, as well as selected financial data as of and for the fiscal year ended November 24, 2013, because they relate to historical periods that we believe will not be required to be included in the prospectus at the time we file this registration statement publicly. We intend to amend this registration statement to include all financial information required by Regulation S-X at the date of such public filing.

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated                  .

            Shares

Class A Common Stock

This is an initial public offering of shares of Class A common stock of Levi Strauss & Co. We are offering                  shares of Class A common stock. The selling stockholders identified in this prospectus are offering an additional                  shares of Class A common stock. We will not receive any proceeds from the sale of Class A common stock being sold by the selling stockholders.

Prior to this offering, there has been no public market for our Class A common stock. We currently estimate that the initial public offering price for our Class A common stock will be between $        and $        per share. We intend to apply to list our Class A common stock on                 under the symbol “            .”

Following this offering, we will have two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer. Each share of Class A common stock will be entitled to one vote and each share of Class B common stock will be entitled to ten votes. Each share of Class B common stock may be converted at any time into one share of Class A common stock at the option of its holder and will be automatically converted into one share of Class A common stock upon transfer, subject to certain exceptions. All shares of our capital stock outstanding immediately prior to this offering, including all shares held by our executive officers, directors and their respective affiliates, will be reclassified into shares of Class B common stock immediately prior to this offering. Following this offering, the holders of outstanding shares of Class B common stock will hold approximately     % of the voting power of our outstanding capital stock.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 16 for factors you should consider before investing in our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling stockholders	$	$

(1) See “Underwriting” for a description of the compensation payable to the underwriters.

We have granted the underwriters an option for a period of 30 days to purchase up to an additional                  shares of Class A common stock at the initial public offering price, less underwriting discounts and commissions.

Goldman Sachs & Co. LLC		J.P. Morgan
BofA Merrill Lynch	Morgan Stanley	Evercore ISI

Prospectus dated                     .

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

TABLE OF CONTENTS

Prospectus

	Page
Prospectus Summary		1
Risk Factors		16
Special Note Regarding Forward-Looking Statements		40
Use of Proceeds		42
Dividend Policy		43
Capitalization		44
Dilution		47
Selected Consolidated Financial Data		50
Management’s Discussion and Analysis of Financial Condition and Results of Operations		57
Business		87
Management		103
Executive Compensation		112
Certain Relationships and Related Party Transactions		137
Principal and Selling Stockholders		139
Description of Certain Indebtedness		142
Description of Capital Stock		147
Shares Eligible for Future Sale		153
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders		156
Underwriting		160
Legal Matters		167
Experts		167
Where You Can Find Additional Information		167
Index to Consolidated Financial Statements		F-1

Through and including         (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we, the selling stockholders nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus we have prepared. We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of Class A common stock only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of Class A common stock.

For investors outside the United States: Neither we, the selling stockholders nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of Class A common stock and the distribution of this prospectus outside the United States.

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before making an investment decision. You should carefully read this entire prospectus, including “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, all references in this prospectus to “Levi Strauss & Co.,” “Levi Strauss,” the “company,” “we,” “us,” “our” or similar terms refer to Levi Strauss & Co. and its consolidated subsidiaries.

We use a 52- or 53-week fiscal year, with each fiscal year ending on the Sunday that is closest to November 30 of that year. Certain of our foreign subsidiaries have fiscal years ending on November 30. Each fiscal year generally consists of four 13-week quarters, with each quarter ending on the Sunday that is closest to the last day of the last month of that quarter. Each of fiscal years 2017, 2016 and 2015 included 52 weeks of operations, with each quarter consisting of 13 weeks. Fiscal year 2014 included 53 weeks of operations, with the fourth quarter consisting of 14 weeks and each other quarter consisting of 13 weeks. Unless the context otherwise requires or as otherwise noted, all references in this prospectus to quarters and years refer to our fiscal quarters and fiscal years, respectively. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Information Presentation—Fiscal Year.”

Levi Strauss & Co.

Our mission is to be, and be seen as, the world’s best apparel company and one of the best performing companies in any industry.

We are an iconic American company with a rich history of profitable growth, quality, innovation and corporate citizenship. Our story began in San Francisco, California in 1853 as a wholesale dry goods business. We invented the blue jean 20 years later. Today we design, market and sell products that include jeans, casual and dress pants, tops, shorts, skirts, jackets, footwear and related accessories for men, women and children around the world under our Levi’s, Dockers, Signature by Levi Strauss & Co. and Denizen brands. With $4.9 billion in net revenues, and sales in more than 110 countries in fiscal year 2017, we are one of the world’s leading apparel companies.

Our founder, Levi Strauss, was committed to integrity, philanthropy and good corporate citizenship. To this day, we continue to operate our company with these values through an approach we call “profits through principles.” It means never choosing easy over right. It means doing business in an ethical way and ensuring that the people who make our products are treated fairly. It means sourcing in a responsible manner and investing in innovative and more sustainable ways to make our products. Finally, it means using our influence as a successful business with global reach and powerful brands to advocate for social good and to give back to our communities.

Our business is operated through three geographic regions that comprise our three reporting segments: the Americas; Europe; and Asia, which includes the Middle East and Africa. We service consumers through our global infrastructure, developing, sourcing and marketing our products around the world. Our Americas, Europe and Asia segments contributed 57%, 26% and 17%, respectively, of our net revenues in fiscal year 2017.

1

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Our iconic, enduring brands are brought to life every day around the world by our talented and creative employees and partners. The Levi’s brand epitomizes classic, authentic American style and effortless cool. We have cultivated Levi’s as a lifestyle brand that is inclusive and democratic in the eyes of consumers while offering products that feel exclusive, personalized and original. This approach has enabled the Levi’s brand to evolve with the times and continually reach a new, younger audience, while our rich heritage continues to drive relevance and appeal across demographics. The Dockers brand helped drive “Casual Friday” in the 1990s and has been a cornerstone of casual menswear for more than 30 years. The Signature by Levi Strauss & Co. and Denizen brands, which we developed for value-conscious consumers, offer quality craftsmanship and great fit and style at affordable prices.

We recognize wholesale revenue from sales of our products through third-party retailers such as department stores, specialty retailers, leading third-party eCommerce sites and franchise locations dedicated to our brands. We also sell our products directly to consumers through a variety of formats, including our own company-operated mainline and outlet stores, company-operated eCommerce sites and select shop-in-shops located in department stores and other third-party retail locations. As of August 26, 2018, our products were sold in over 50,000 retail locations, including approximately 2,900 brand-dedicated stores and shop-in-shops. As of August 26, 2018, we had 798 company-operated stores and approximately 500 company-operated shop-in-shops.

The vision and leadership of our management team, the sustained strength of our brands and our ability to scale our operations profitably while driving strong commercial execution across our three regions have resulted in robust financial performance. When our current management team joined our company starting in 2011, they implemented new revenue and profit growth strategies that remain in place today. These strategies are focused on delivering consistent profitable growth and a strong return on investment. We are seeing the positive results of these growth strategies and management’s disciplined approach. Net revenues have grown from $3.4 billion in the first nine months of fiscal year 2011 to $4.0 billion in the first nine months of fiscal year 2018, representing a compound annual growth rate, or CAGR, of 2% (4% on a constant-currency basis). Net income has grown from $94 million in the first nine months of fiscal year 2011 to $186 million in the first nine months of fiscal year 2018, representing a CAGR of 10%.

Fiscal year 2017 marked an inflection point for our business in terms of year-over-year net revenues growth, and this momentum has continued through the first nine months of fiscal year 2018. Highlights of our results of operations in the first nine months of fiscal year 2018 and in fiscal year 2017 include:

	Nine Months Ended August 26, 2018		Year Ended November 26, 2017
Change from Same Prior-Year Period
Net revenues		16%		8%
Gross margin		220 basis points		110 basis points
Operating income		29%		1%(1)

(1) Our operating income in fiscal year 2017 reflects higher selling expenses associated with the growth and expansion of our direct-to-consumer, or DTC, channel and increased spending on advertising and promotions as a result of our launching new advertising campaigns and brand-building initiatives.

In addition, we have significantly improved our balance sheet over the last several years. From November 27, 2011 to August 26, 2018, our total debt decreased from $1.97 billion to $1.06 billion, and our leverage ratio decreased from 3.8x to 1.5x. For additional information regarding leverage ratio, which

2

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

is a financial measure not prepared in conformity with generally accepted accounting principles in the United States, or GAAP, see “Selected Consolidated Financial Data—Non-GAAP Financial Measures.”

Our Competitive Strengths

The apparel industry is experiencing significant changes in how and where consumers shop for products, impacting the entire apparel value chain. We believe we are well-positioned to succeed in this environment due to the following strengths:

Iconic brands with deep heritage, superior product quality and a culture of innovation.

With a rich history spanning over 165 years, we offer products of exceptional quality at accessible prices. Levi’s is one of the most recognizable consumer brands in the world and the #1 brand globally in jeanswear (measured by total retail sales). Levi’s is an authentic and original lifestyle brand that has expanded beyond men’s jeans into women’s jeans and multiple product categories. Consumers around the world instantly recognize the distinctive traits of Levi’s jeans—the double arc stitching on the back pocket, known as the Arcuate Stitching Design, and the red fabric tab stitched into the right back pocket, known as the Red Tab Device. Building upon this rich history, we continue to innovate our product offerings to meet the evolving tastes of today’s consumers. For example, in recent years we have introduced new tapered fits in men’s jeans and a new stretch and fit system for our Dockers khaki pants. In addition, we relaunched our Levi’s women’s jeans business in fiscal year 2015, resulting in a number of new styles, and we have seen 13 consecutive quarters of year-over-year women’s net revenues growth, including double digit growth for the last seven quarters. Our Eureka Innovation Lab, an in-house creative space in San Francisco, California dedicated to research, design, creative development and advanced product prototypes, is responsible for delivering cutting-edge advancements for our company and the industry, with an emphasis on fit, finish and fabric. For example, the 4-way stretch fabric underpinning our 2015 Levi’s women’s jeans relaunch was developed at Eureka.

Unique connection with our consumers.

Over the last two years, we have significantly increased the level of marketing support for our brands. This disciplined investment in brand-building is a key driver of the inflection in our financial performance that occurred in fiscal year 2017. In 2014, we launched a global brand campaign called “Live in Levi’s,” reflecting that many of our consumers’ greatest moments take place while they are wearing their favorite pair of Levi’s. As part of this ongoing campaign, our “Circles” TV and online ad was one of the top ten most-watched ads on YouTube in 2017, with over 25 million views to date.

We also maintain a leading presence at significant cultural events around the world such as music festivals and sporting events, which have put the Levi’s brand back at the center of culture. In 2013, we secured the naming rights to the new stadium for the San Francisco 49ers, allowing us to connect with sports and music fans across the world. In February 2016, Super Bowl 50 at Levi’s Stadium was one of the most-watched programs in TV history. In April 2017, our Levi’s cutoff shorts, worn by Beyoncé during her headline performance at the Coachella music festival, were deemed the “ultimate Coachella clothing item” by People magazine, with Coachella generating approximately 5.8 billion global impressions for the Levi’s brand.

We are also leading the way in customization and personalization, areas that we believe are increasingly important to today’s consumers. We developed an experiential in-store Tailor Shop

3

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

concept in which, in select stores, consumers can alter or customize their own jeans and trucker jackets by adding personalized stitching and patches. In addition, we generate exposure through selective collaborations with key influencers such as Justin Timberlake, with whom we launched a 20-piece capsule collection in the fall of 2018, and with popular brands such as Nike’s Air Jordan. Our second collaboration with Air Jordan in the summer of 2018 generated over one billion global impressions and sold out in minutes.

Robust, diversified business model across multiple regions, channels and categories.

We have a diversified business model that spans our three regions, a robust presence across both our wholesale and DTC channels and an established market share position in jeans, non-jeans bottoms and tops for both men and women. The continued geographic and channel diversification of our business has contributed to improvements in our gross margin.

Our Europe and Asia segments represented 47% of our net revenues in the first nine months of fiscal year 2018, as compared to 39% in fiscal year 2015, demonstrating the geographical diversification of our business.

In the first nine months of fiscal year 2018, our wholesale channels generated 64% of our net revenues. Sales to our top ten wholesale customers accounted for 26% and 28% of our net revenues in the first nine months of fiscal year 2018 and in fiscal year 2017, respectively. No single customer represented 10% or more of our net revenues in either of these periods. Sales through our DTC channel have increased from 29% of our net revenues in fiscal year 2015 to 36% of our net revenues in the first nine months of fiscal year 2018. Of these sales through our DTC channel, sales from our company-operated mainline and outlet stores represented 27% of our net revenues, sales from our shop-in-shops represented 5% of our net revenues and sales from our company-operated eCommerce sites represented 4% of our net revenues.

We are dedicated to expanding product category offerings that are underdeveloped for us today and that we believe can continue to drive organic business growth. For example, our tops category has increased from 11% of our net revenues in fiscal year 2015 to 20% of our net revenues in the first nine months of fiscal year 2018, and women’s sales increased from 20% of our net revenues in fiscal year 2015 to 30% of our net revenues in the first nine months of fiscal year 2018, driven by our women’s jeans relaunch and product category diversification efforts.

Strong global operating infrastructure.

Our presence in more than 110 countries enables us to leverage our global scale for product development and sourcing while using our local expertise to tailor products and retail experiences to individual markets. In addition, our integrated production development and distribution platform enables us to achieve operating efficiencies and deliver superior quality products. In fiscal year 2018, we announced Project F.L.X. (Future-Led Execution), an approach that uses lasers in a new way to reduce finishing time and increase our operational agility, reducing lead time from more than six months to as fast as weeks or days in some cases. In fiscal year 2017, we sourced products from independent contractors located in approximately 26 countries around the world, with no single country accounting for more than 20% of our sourcing by unit volume. By leveraging our flexible supply chain and global operating infrastructure, we are able to more quickly respond to consumer and customer demands, scale operations across diverse geographies and sales channels, shorten product development cycles and adapt to changing economic and political conditions, including new trade policies.

4

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Values-driven company with an unwavering commitment to corporate citizenship.

Throughout our long history, we have upheld our strong belief that we can help shape society through civic engagement and community involvement, responsible labor and workplace practices, philanthropy, ethical conduct, environmental stewardship and transparency. The Levi Strauss Foundation, founded in 1952, is our main philanthropic arm. Its mission is to advance the human rights and well-being of underserved people in places where we have a business presence. We contribute to this foundation on an ongoing basis from the profits we generate. Across all aspects of our business, we engage in a “profits through principles” business approach and constantly strive to set higher standards for ourselves and the industry. For example, Project F.L.X. supports our position as a leader in sustainable apparel by enabling the elimination of thousands of chemical formulations from our supply chain. We were named to Fortune magazine’s “Change the World” list in 2017 and 2018 as a result of our initiatives to improve worker well-being and reduce the use of chemicals in our finishing process, respectively. Our milestone initiatives over the years include: integrating our factories prior to the enactment of the Civil Rights Act of 1964; developing a comprehensive supplier code of conduct that requires safe and healthy working conditions before such codes of conduct became commonplace among multinational apparel companies; and offering benefits to same-sex partners in the 1990s, long before most other companies.

Management team with a track record of success.

Over the last several years, our leadership team has built upon the strong foundation of our business, guiding our transformation into a more global, diversified lifestyle apparel company, driving strong financial results and improving our balance sheet. Our distinct culture and track record of success have enabled us to become a leading destination for top talent. Our Chief Executive Officer and Chief Financial Officer have been with the company for seven and six years, respectively, and most of our other key executives have worked together at the company for the last five years. Additionally, we have senior leadership in each of our operating segments to execute our growth strategy across our markets with the benefit of local knowledge and relationships.

Our Growth Strategies

Our growth and financial performance over the last several years has been the result of key growth strategies adopted by our management team, each of which is described in more detail below. We will continue to aggressively pursue our global market opportunity by executing these growth strategies and continuing to innovate throughout our business.

Drive the Profitable Core. Our core includes our most profitable and cash-generating businesses. Keeping these businesses healthy and growing is critical for funding expansion in other key growth areas.

Maintain and strengthen our longstanding leadership in men’s bottoms.    We are actively focused on maintaining and strengthening our men’s bottoms business, which has been and will continue to be a key driver of our operating results. Our iconic 501 jean continues to be a staple in closets around the world, and we continually find ways to update this fit to appeal to new consumers and remain relevant as tastes change. We are also introducing new products, such as updated straight leg and taper styles and fabrics with added stretch for greater comfort. Enhancing the fit, finish and fabric of our existing product offerings while continuing to introduce new styles enables us to appeal to younger millenial customers and to capitalize on the ongoing consumer trend toward casualization in fashion. We will continue to be nimble and respond to evolving demographics and fashion trends while retaining our authentic heritage.

5

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Expand and strengthen our established wholesale customer base.    Our established wholesale customer base represents our largest distribution channel and will continue to represent a significant opportunity for growth. We are deepening key wholesale relationships through more targeted product assortments and a broader lifestyle offering. Despite recent challenges to chain retailers and department stores, primarily in the United States, net revenues from our top ten wholesale customers globally increased 13% year-over-year through the first nine months of fiscal year 2018. We are also expanding our wholesale relationships, with a focus in the United States on growing premium accounts such as Nordstrom and Bloomingdale’s. We are also growing our core business through wholesale eCommerce sites, including Amazon, where we have expanded our core product offering and established a Levi’s-branded storefront that offers consumers a curated experience similar to the one they enjoy when they visit our company-operated eCommerce sites.

Increase penetration and sales within our top five developed markets.    We manage our business by region, which enables us to respond more rapidly to opportunities presented by specific geographic markets. We continue to see growth among our top five developed markets: the United States, France, Germany, Mexico and the United Kingdom. Our net revenues in these five markets have collectively increased from $2.1 billion in the first nine months of fiscal year 2015 to $2.5 billion in the first nine months of fiscal year 2018. In 2017, our men’s jeans business had a #1 market share (measured by total retail sales) in four of these five markets, and in Germany we were third. Across these markets, we plan to expand via a combination of new stores, expanded wholesale relationships and an increased eCommerce presence.

Invest in marketing and advertising to increase engagement with our brands.    We expect to continue our investment in marketing and advertising, including television, digital and influencer marketing, focusing primarily on growing sales of our core product offerings and increasing engagement with all of our brands, particularly among younger consumers.

Expand for More.    We have significant opportunity to grow by expanding beyond our core business into other underpenetrated categories, markets and brands.

Develop leading positions in categories outside of men’s bottoms.    We are focusing our product design and marketing efforts to reshape our global consumer perceptions from a U.S. men’s bottoms-oriented company to a global lifestyle leader for both men and women. To this end, in the near term, we are focusing on growing our tops and women’s businesses. In the first nine months of fiscal year 2018, our tops net revenues increased by 42% year-over-year and in fiscal year 2017, these net revenues increased by 37% year-over-year, reaching over $800 million in fiscal year 2017. While our logo T-shirt business has been a key driver of this growth, we are also seeing growth across other tops sub-categories such as fleece (sweatshirts) and trucker jackets. In the first nine months of fiscal year 2018, our women’s net revenues increased by 33% year-over-year and in fiscal year 2017, these net revenues increased by 25% year-over-year, reaching over $1.2 billion in fiscal year 2017. We believe we have a long runway for growth in both our tops and women’s categories. In the longer term, we intend to increase our focus on expanding our other product categories such as footwear and outerwear.

Expand presence in underpenetrated international markets.    We believe we have a significant opportunity to deepen our presence in key emerging markets, such as China and India, to drive long-term growth. China represents roughly 20% of the global apparel market, but only represented 4% of our net revenues in fiscal year 2017. We believe our new management team in China can significantly expand our business in China as we leverage a localized go-to-market strategy to open new stores and build affinity among Chinese consumers. We are a market leader in jeanswear in India and have consistently increased net revenues in the last three fiscal years across

6

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

all channels, driven by eCommerce and retail growth. To support further growth, we opened our first company-operated store in India in December 2017 and launched a company-operated eCommerce platform for the country in January 2018.

Continue to grow and expand the presence of our value brands, Signature by Levi Strauss & Co. and Denizen.    We are targeting value-conscious consumers through our Signature by Levi Strauss & Co. and Denizen brands, which are sold through wholesale accounts. We continue to grow our business with accounts such as Walmart and Target by expanding our offering within existing doors and leveraging our relationships with these retailers to launch our value brands in international markets. In the first nine months of fiscal year 2018 and in fiscal year 2017, net revenues from these brands increased 32% and 21%, respectively, year-over-year.

Opportunistically pursue acquisitions.    We expect to opportunistically pursue acquisitions to supplement our strong organic growth profile and drive further brand and category diversification. We will evaluate potential acquisition opportunities with a focus on strategic acquisitions that will enhance our portfolio of brands, bolster our product category expertise or add a new operating capability while fitting well with our corporate culture and providing an attractive financial return. We believe we are well-positioned and have the financial flexibility to pursue attractive acquisition opportunities as they arise.

Strengthen Position as a Leading Omni-Channel Retailer.    We are focused on growing our DTC channel in order to better control our brands and drive meaningful connections with our consumers globally.

Continue to expand our retail presence and improve our sales productivity in existing stores.    We continue to add new, profitable retail locations in the United States and across the globe. We had 65 more company-operated stores on August 26, 2018 than we did on August 27, 2017. We are focused on creating a shopping experience that excites today’s consumers with enhanced customization and personalization through our Tailor Shops and Print Bars. We continue to focus on redesigning the shopping experience, including the opening of a new flagship store in New York City’s Times Square in November 2018. At approximately 17,000 square feet, this is our largest mainline store. Additionally, we are continuing to implement integrated omni-channel and digital capabilities across our store fleet. We have updated our systems to enable customers to return products in-store that they purchased through our websites and allow our sales associates to place orders in store when desired fits or sizes are not available. Over the last year, we have also been rolling out a new RFID inventory management system to improve operations and help us test the effectiveness of different store layouts and assortments.

Drive eCommerce growth through global presence and superior consumer experience.    We have been focused on building out our eCommerce sites across geographies while also upgrading the foundation of our sites in key geographies such as the United States and Europe in order to deliver a better user experience. In addition, we are incubating a portfolio of innovative eCommerce features that further enhance consumer experience and demonstrate our leadership in fit and style in an online forum. For example, in 2017 we rolled out “Ask Indigo,” an AI-powered stylebot, to help guide consumers to the products that best fit their needs, just as an associate would in a brick-and-mortar store. We are continually testing and refining these features to help drive increased traffic, conversion and order size. We also recently rolled out an online program that enables consumers to customize trucker jackets, logo T-shirts and other products just as they would in-store. Net revenues from our company-operated eCommerce sites increased 20% year-over-year in the first nine months of fiscal year 2018 and 22% year-over-year in fiscal year 2017.

7

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Enhance Operational Excellence.    We seek out operational improvements that leverage our scale to unlock efficiencies throughout our organization and enable us to respond quickly to changing market dynamics.

Improve operations by leveraging our scale and consolidating end-to-end accountability. We have ongoing initiatives to reduce inefficiency and increase profitability in our business. Our key efforts include leveraging our global scale to drive supply chain savings, end-to-end planning efforts to manage inventory more efficiently and a focus on driving continuous organizational efficiencies. These efforts, along with channel and geographical mix shifts, drove a gross margin of 54% through the first nine months of fiscal year 2018, which represents a 350 basis point increase since fiscal year 2015. We are in the process of implementing a new enterprise resource planning system that will strengthen our data and analysis capabilities. We are also planning to upgrade our distribution centers and improve our distribution networks in the United States and Europe to ensure we are prepared for future growth.

Improve flexibility and ability to respond to changing fashion and consumer trends.    We are taking steps to shorten our time to market in order to better meet the rapidly evolving needs of our customers and consumers. For example, Project F.L.X. increases operational agility in our men’s and women’s bottoms businesses and improves inventory management by enabling us to make final decisions on the mix of styles for our denim products closer to the time of sale. We have also added shorter go-to-market processes in categories such as tops in order to forecast and buy inventory more effectively, leading to higher sell through rates and less marked down product.

Risk Factors

Investing in our Class A common stock involves risks, which are discussed more fully under “Risk Factors.” You should carefully consider all the information in this prospectus, including under “Risk Factors,” before making an investment decision. These risks include, but are not limited to, the following:

• our success depends on our ability to maintain the value and reputation of our brands;

• we depend on a group of key wholesale customers for a significant portion of our revenues, and a significant adverse change in a customer relationship or a customer’s performance or financial condition could harm our business;

• our efforts to expand our retail business through company-operated stores and eCommerce sites, and franchisee and other brand-dedicated store models may not be successful, which could impact our operating results;

• unexpected obstacles in new markets may limit our expansion opportunities and cause our business and growth to suffer;

• our inability to secure production sources meeting our quality, cost, working conditions and other requirements, or failures by our contract manufacturers to perform, could harm our sales, service levels and reputation;

• our success depends on the continued protection of our trademarks and other proprietary intellectual property rights;

• future acquisitions of and investments in new businesses could impact our business and financial condition;

• our revenues are influenced by economic conditions that impact consumer spending;

8

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

• intense competition in the global apparel industry could lead to reduced sales and prices;

• the success of our business depends upon our ability to forecast consumer demand and market conditions and offer on-trend and new and updated products at attractive price points;

• our business is subject to risks associated with sourcing and manufacturing overseas and foreign currency risks, as well as risks associated with potential tariffs or a global trade war; and

• descendants of the family of Levi Strauss have the ability to control the outcome of matters submitted for stockholder approval, which will limit your ability to influence corporate matters.

Corporate Information

We were founded in San Francisco, California in 1853 and were incorporated in Delaware in 1970. We were a privately-held company until 1971, at which time we became a publicly-traded company. We returned to being a privately-held company in 1985 through a leveraged buyout and have been a privately-held company ever since. We conduct our operations outside the United States through directly- and indirectly-owned foreign subsidiaries. We have headquarter offices in San Francisco, Brussels and Singapore. Our principal executive offices are located at 1155 Battery Street, San Francisco, California 94111, and our telephone number is (415) 501-6000. Our website address is www.levistrauss.com. Information contained on, or that can be accessed through, our website is not incorporated by reference in this prospectus, and you should not consider information on our website to be part of this prospectus.

“Levi Strauss & Co.,” “Levi Strauss,” “Levi’s,” “Dockers,” “501,” “Signature by Levi Strauss & Co.,” “Denizen,” the Levi Strauss logo, and other trademarks or service marks of Levi Strauss & Co. appearing in this prospectus are the property of Levi Strauss & Co. This prospectus contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus generally appear without the ^® or ™ symbols.

9

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

The Offering

Class A common stock offered by us                  shares

Class A common stock offered by the selling stockholders                  shares

Class A common stock to be outstanding after this offering                  shares

Class B common stock to be outstanding after this offering                  shares

Total Class A common stock and Class B common stock to be outstanding after this offering                  shares

Option to purchase additional shares of Class A common stock offered by us                  shares

Use of proceeds We estimate that we will receive net proceeds of approximately $        million (or approximately $        million if the underwriters exercise their option to purchase additional shares of Class A common stock from us in full), based on an assumed initial public offering price of $        per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of Class A common stock by the selling stockholders.

The principal purposes of this offering are to increase our financial flexibility and create a public market for our Class A common stock. We currently intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures. We may also use a portion of the net proceeds we receive from this offering for acquisitions or other strategic investments, although we do not currently have any plans to do so. See “Use of Proceeds.”

Voting rights Following this offering, we will have two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer.

Each share of Class A common stock will be entitled to one vote and each share of Class B common stock will be entitled to ten votes. Holders of Class A common stock and Class B

10

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

common stock will generally vote together as a single class, unless otherwise required by law or our amended and restated certificate of incorporation that will be in effect upon the completion of this offering. Each share of Class B common stock may be converted at any time into one share of Class A common stock at the option of its holder and will be automatically converted into one share of Class A common stock upon transfer, subject to certain exceptions.

Following this offering, the holders of outstanding shares of Class B common stock will hold approximately     % of the voting power of our outstanding capital stock and will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change in control transaction. See “Description of Capital Stock.”

Risk factors See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock.

             symbol “             ”

The numbers of shares of Class A common stock and Class B common stock that will be outstanding following this offering is based on no shares of Class A common stock and 37,615,303 shares of Class B common stock outstanding as of August 26, 2018, and excludes:

• 1,770,414 shares of Class B common stock issuable pursuant to restricted stock units, or RSUs, and stock appreciation rights, or SARs, granted under our 2016 Equity Incentive Plan, or EIP, that were outstanding as of August 26, 2018 that may be settled in or exercised for shares of our Class B common stock; and

•             shares of Class A common stock reserved for future issuance under our EIP, as amended and restated in connection with this offering, as well as any future increases, including annual automatic increases, in the number of shares of Class A common stock reserved for issuance thereunder, and any shares underlying outstanding stock-settled RSUs and SARs granted under our EIP that expire or are repurchased, forfeited, cancelled or withheld, as more fully described under “Equity Compensation—Elements of Compensation—Long-Term Incentives.”

In addition, unless otherwise indicated, the information in this prospectus reflects and assumes the following:

• the reclassification of our outstanding common stock into an equal number of shares of Class B common stock and the authorization of our Class A common stock, each of which will occur prior to the completion of this offering;

• the completion of the              stock split of our Class A common stock and Class B common stock, which will occur prior to the completion of this offering;

11

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

• the conversion of the shares of Class B common stock sold by the selling stockholders into an equal number of shares of Class A common stock upon the sale thereof in this offering;

• no exercise by the underwriters of their option to purchase additional shares of Class A common stock; and

• the filing and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, each of which will occur prior to the completion of this offering.

12

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Summary Consolidated Financial Data

The summary consolidated statements of income data and summary consolidated statements of cash flow data for fiscal years 2017 and 2016 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statements of income data and summary consolidated statements of cash flow data for fiscal years 2015 and 2014 have been derived from our audited consolidated financial statements not included in this prospectus, with the exception of earnings per common share attributable to common stockholders and weighted-average common shares outstanding, which are unaudited and were not historically included in our audited financial statements. The summary consolidated statements of income data and summary consolidated statements of cash flow data for the nine months ended August 26, 2018 and August 27, 2017 and the summary consolidated balance sheet data as of August 26, 2018 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. Our unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary to state fairly the financial information set forth in those financial statements.

Our historical results are not necessarily indicative of future operating results, and our interim results are not necessarily indicative of the results to be expected for the full year or any other period. Because this table is a summary and does not provide all of the data contained in our consolidated financial statements, it should be read together with “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	Year Ended												Nine Months Ended
	November 26, 2017			November 27, 2016			November 29, 2015			November 30, 2014			August 26, 2018			August 27, 2017
	(in thousands, except share and per share data)
Consolidated Statements of Income Data:
Net revenues	$	4,904,030		$	4,552,739		$	4,494,493		$	4,753,992		$	3,983,580		$	3,438,237
Cost of goods sold		2,341,301			2,223,727			2,225,512			2,405,552			1,833,017			1,658,663
Gross profit		2,562,729			2,329,012			2,268,981			2,348,440			2,150,563			1,779,574
Selling, general and administrative expenses(1)		2,095,560			1,866,493			1,823,863			1,906,164			1,741,331			1,462,263
Restructuring, net		—			312			14,071			128,425			—			—
Operating income		467,169			462,207			431,047			313,851			409,232			317,311
Interest expense		(68,603	)		(73,170	)		(81,214	)		(117,597	)		(45,659	)		(52,305	)
Loss on early extinguishment of debt		(22,793	)		—			(14,002	)		(20,343	)		—			(22,793	)
Other (expense) income, net		(26,992	)		18,223			(25,433	)		(22,057	)		1,044			(32,413	)
Income before taxes		348,781			407,260			310,398			153,854			364,617			209,800
Income tax expense		64,225			116,051			100,507			49,545			176,633			42,477
Net income		284,556			291,209			209,891			104,309			187,984			167,323
Net (income) loss attributable to noncontrolling interest		(3,153	)		(157	)		(455	)		1,769			(1,940	)		(1,672	)
Net income attributable to Levi Strauss & Co.	$	281,403		$	291,052		$	209,436		$	106,078		$	186,044		$	165,651

13

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

	Year Ended												Nine Months Ended
	November 26, 2017			November 27, 2016			November 29, 2015			November 30, 2014			August 26, 2018			August 27, 2017
	(in thousands, except share and per share data)
Earnings per common share attributable to common stockholders:
Basic	$	7.48		$	7.76		$	5.59		$	2.83		$	4.93		$	4.40
Diluted	$	7.32		$	7.60		$	5.45		$	2.79		$	4.80		$	4.31
Weighted-average common shares outstanding:
Basic		37,617,735			37,514,156			37,483,182			37,477,300			37,717,102			37,623,890
Diluted		38,433,833			38,285,294			38,412,202			38,059,608			38,774,357			38,396,083
Consolidated Statements of Cash Flow Data:
Net cash flow provided by (used for):
Operating activities	$	525,941		$	306,550		$	218,332		$	232,909		$	204,759		$	294,451
Investing activities		(124,391	)		(68,348	)		(80,833	)		(71,849	)		(119,706	)		(75,609	)
Financing activities		(151,733	)		(173,549	)		(94,895	)		(341,676	)		(95,763	)		(112,404	)
Other Financial Data:
Adjusted EBIT(2)	$	488,949		$	479,730		$	478,640		$	500,517		$	436,250		$	326,537
Adjusted free cash flow(3)		284,386			158,212			74,298			118,012			(13,720	)		148,648

(1) Fiscal year 2017 includes an out-of-period adjustment that increased selling, general and administrative expenses by $8.3 million and decreased income tax expense and net income by $3.2 million and $5.1 million, respectively. This item, which originated in prior years, relates to the correction of the periods used for the recognition of stock-based compensation expense associated with employees eligible to vest in awards after retirement. We have evaluated the effects of this out-of-period adjustment, both qualitatively and quantitatively, and concluded that the correction of this amount was not material to the current period or the periods in which they originated, including quarterly reporting.

(2) We define Adjusted EBIT, a non-GAAP financial measure, as net income excluding income tax expense, interest expense, loss on early extinguishment of debt, other expense (income), net, charges related to the transition to being a public company, impact of changes in fair value on cash-settled stock-based compensation, restructuring and related charges, severance and asset impairment charges, net, and pension and postretirement benefit plan curtailment and net settlement losses (gains). For more information about Adjusted EBIT and a reconciliation of net income, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted EBIT, see “Selected Consolidated and Other Financial Data—Non-GAAP Financial Measures.”

(3) We define adjusted free cash flow, a non-GAAP financial measure, as net cash flow from operating activities less purchases of property, plant and equipment, less payments (plus proceeds) on settlement of forward foreign exchange contracts not designated for hedge accounting, and less payment of debt extinguishment costs, repurchases of common stock, including shares surrendered for tax withholdings on equity award exercises, and cash dividends to stockholders. For more information about adjusted free cash flow and a reconciliation of net cash flow from operating activities, the most directly comparable financial measure calculated in accordance with GAAP, to adjusted free cash flow, see “Selected Consolidated and Other Financial Data—Non-GAAP Financial Measures.”

	As of August 26, 2018
	Actual		Pro Forma(1)		Pro Forma As Adjusted(2)(3)
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	612,506	$	612,506	$
Working capital		1,153,960		1,153,960
Total assets		3,417,677		3,417,677
Total debt, excluding capital leases		1,061,845		1,061,845		1,061,845
Total capital leases		17,216		17,216		17,216
Temporary equity		225,090		—		—
Total Levi Strauss & Co. stockholders’ equity		646,813		871,903

(1) Pro forma consolidated balance sheet data gives effect to (a) the reclassification of our outstanding common stock into an equal number of shares of Class B common stock, (b) the filing and effectiveness of our amended and restated certificate of

14

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

incorporation, which will be in effect upon the completion of this offering and (c) the reclassification of temporary equity to permanent equity as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Business—Anticipated Changes to our Equity Compensation Program in Connection with this Offering.”

(2) Pro forma as adjusted consolidated balance sheet data gives effect to (a) the items described in footnote (1) above and (b) our receipt of estimated net proceeds from the sale of Class A common stock that we are offering at an assumed initial public offering price of $        per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(3) A $1.00 increase (decrease) in the assumed initial public offering price of $        per share of Class A common stock, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, working capital, total assets and total stockholders’ equity by $        million, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of Class A common stock offered by us would increase (decrease) each of cash and cash equivalents, working capital, total assets and total stockholders’ equity by $        million, assuming the assumed initial public offering price of $        per share remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

15

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the following risks and uncertainties, together with all of the other information contained in this prospectus, including our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. The occurrence of any of the following risks, or additional risks not presently known to us or that we currently believe to be immaterial, could materially and adversely affect our business, financial condition, results of operations and prospects. In such case, the trading price of our Class A common stock could decline, and you may lose all or part of your investment.

Risks Relating to Our Business

Our success depends on our ability to maintain the value and reputation of our brands.

Our success depends in large part on the value and reputation of our brands, which are integral to our business and the implementation of our strategies for expanding our business. Maintaining, promoting and positioning our brands will depend largely on the success of our marketing and merchandising efforts and our ability to provide consistent, high-quality products. Our brands and reputation could be adversely affected if we fail to achieve these objectives, if we fail to deliver high-quality products acceptable to our customers and consumers or if we face a product recall.

Our brand value also depends on our ability to maintain a positive consumer perception of our corporate integrity and culture. Negative claims or publicity involving us or our products, or the production methods of any of our suppliers or contract manufacturers, could seriously damage our reputation and brand image, regardless of whether such claims or publicity are accurate. Social media, which accelerates and potentially amplifies the scope of negative claims or publicity, can increase the challenges of responding to negative claims or publicity. In addition, we may from time to time take positions on social issues that may be unpopular with some customers or potential customers, which may impact our ability to attract or retain such customers. Adverse publicity could undermine consumer confidence in our brands and reduce long-term demand for our products, even if such publicity is unfounded. Any harm to our brands and reputation could adversely affect our business and financial condition.

We depend on a group of key wholesale customers for a significant portion of our revenues. A significant adverse change in a customer relationship or in a customer’s performance or financial position could harm our business and financial condition.

Sales to our top ten wholesale customers accounted for 26%, 28% and 30% of our net revenues in the first nine months of fiscal year 2018 and in fiscal years 2017 and 2016, respectively. No single customer represented 10% or more of our net revenues in any of these periods. While we have long-standing relationships with our wholesale customers, we do not have long-term contracts with them. As a result, purchases generally occur on an order-by-order basis, and the relationship, as well as particular orders, can generally be terminated by either party at any time. If any major wholesale customer decreases or ceases its purchases from us, cancels its orders, reduces the floor space, assortments, fixtures or advertising for our products or changes its manner of doing business with us for any reason, such actions could adversely affect our business and financial condition. In addition, a decline in the performance or financial condition of a major wholesale customer—including bankruptcy or liquidation—could result in a material loss of revenues to us and cause us to limit or discontinue business with that customer, require us to assume more credit risk relating to our receivables from that customer or limit our ability to collect amounts related to previous purchases by that customer. Any of the foregoing could adversely affect our business and financial condition. For example, in October

16

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

2018, our wholesale customer, Sears Holdings Corporation and certain of its subsidiaries, including Kmart, filed for federal bankruptcy protection and announced plans to close unprofitable stores. These developments will likely adversely affect our sales to this customer, even if it continues operations.

The retail industry in the United States has experienced substantial consolidation over the last decade, and further consolidation may occur. In particular, consumers have continued to transition away from traditional wholesale retailers to large online retailers, where our products are exposed to increased competition. Consolidation in the retail industry has typically resulted in store closures, centralized purchasing decisions and increased emphasis by retailers on inventory management and productivity, which could result in fewer stores carrying our products or reduced demand by retailers of our products. In addition, we and other suppliers may experience increased customer leverage over us and greater exposure to credit risk as a result of industry consolidation. Any of the foregoing results can impact, and have adversely impacted in the past, our net revenues, margins and ability to operate efficiently.

We may be unable to maintain or increase our sales through our primary distribution channels.

In the United States, chain retailers and department stores are the primary distribution channels for our Levi’s and Dockers products. Outside the United States, department stores, specialty retailers, franchised or other brand-dedicated stores, and shop-in-shops have traditionally been our primary distribution channels. Levi’s and Dockers products are also sold through our brand-dedicated company-operated retail stores and eCommerce sites, as well as the eCommerce sites operated by certain of our key wholesale customers and other third parties. We distribute our Signature by Levi Strauss & Co. and Denizen brand products primarily through mass channel retailers in the Americas.

We may be unable to maintain or increase sales of our products through these distribution channels for several reasons, including the following:

• the retailers in these channels maintain—and seek to grow—substantial private-label and exclusive offerings as they strive to differentiate the brands and products they offer from those of their competitors;

• the retailers may change their apparel strategies in a way that shifts focus away from our typical consumer or that otherwise results in a reduction of sales of our products generally, such as a reduction of fixture spaces devoted to our products or a shift to other brands;

• other channels, including vertically-integrated specialty stores and eCommerce sites, account for a substantial portion of jeanswear and casual wear sales. In some of our mature markets, these stores and sites have placed competitive pressure on our primary distribution channels, and many of these stores and sites are now looking to our developing markets to grow their business; and

• shrinking points of distribution, including fewer doors at our customer locations, or bankruptcy or financial difficulties of a customer.

Further success by retailer private-labels, vertically-integrated specialty stores and eCommerce sites may continue to adversely affect the sales of our products across all channels, as well as the profitability of our brand-dedicated stores. Additionally, our ability to secure or maintain retail floor space, product display prominence, market share and sales in these channels depends on our ability to offer differentiated products and to increase retailer profitability on our products, and such efforts could have an adverse impact on our margins.

17

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

We are a global company with significant revenues and earnings generated internationally, which exposes us to the impact of foreign currency fluctuations, as well as political and economic risks.

A significant portion of our revenues and earnings are generated internationally. In addition, a substantial amount of our products comes from sources outside the country of distribution. As a result, we are both directly and indirectly (through our suppliers) subject to the risks of doing business outside the United States, including:

• currency fluctuations, which have impacted our results of operations significantly in recent years;

• political, economic and social instability;

• changes in tariffs and taxes;

• regulatory restrictions on repatriating foreign funds back to the United States; and

• less protective foreign laws relating to intellectual property.

The functional currency for most of our foreign operations is the applicable local currency. As a result, fluctuations in foreign currency exchange rates affect the results of our operations and the value of our foreign assets and liabilities, including debt, which in turn may adversely affect results of operations and cash flows and the comparability of period-to-period results of operations. For example, the June 2016 decision by the United Kingdom to leave the European Union, or Brexit, has resulted in increased uncertainty in the economic and political environment in Europe and has caused increased fluctuations and unpredictability in foreign currency exchange rates. Changes in foreign currency exchange rates may also affect the relative prices at which we and foreign competitors sell products in the same market. Foreign policies and actions regarding currency valuation could result in actions by the United States and other countries to offset the effects of such fluctuations. Given the unpredictability and volatility of foreign currency exchange rates, ongoing or unusual volatility may adversely impact our business and financial conditions.

Furthermore, due to our global operations, we are subject to numerous domestic and foreign laws and regulations affecting our business, such as those related to labor, employment, worker health and safety, antitrust and competition, environmental protection, consumer protection, import/export and anti-corruption, including but not limited to the Foreign Corrupt Practices Act, or the FCPA, and the U.K. Bribery Act. Although we have put into place policies and procedures aimed at ensuring legal and regulatory compliance, our employees, subcontractors and agents could take actions that violate these requirements. Violations of these regulations could subject us to criminal or civil enforcement actions, any of which could have an adverse effect on our business.

Changes to trade policy, as well as tariff and import/export regulations, may have a material adverse effect on our business, financial condition and results of operations.

Changes in U.S. or international social, political, regulatory and economic conditions or in laws and policies governing trade, manufacturing, development and investment in the countries where we currently sell our products or conduct our business, as well as any negative sentiment toward the United States as a result of such changes, could adversely affect our business. The Trump Administration has recently instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, including the North America Free Trade Agreement, or NAFTA, the imposition of higher tariffs on imports into the United States, economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the United States and other countries where we conduct our business. The Trump Administration has also negotiated a replacement trade deal for NAFTA with Mexico and Canada, known as the United States-Mexico-Canada Agreement, or USMCA, which still needs to be ratified by the respective government of each

18

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

of the three countries. It may be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with any such changes.

As a result of recent policy changes of the Trump Administration and recent U.S. government proposals, there may be greater restrictions and economic disincentives on international trade. New tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, and certain foreign governments have imposed or are considering imposing trade sanctions on certain U.S. goods. Like many other multinational corporations, we do a significant amount of business that could be impacted by changes to U.S. and international trade policies (including governmental action related to tariffs, international trade agreements or economic sanctions). Such changes have the potential to adversely impact the U.S. economy or certain sectors thereof, our industry and the global demand for our products and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

The enactment of tax reform legislation, including legislation implementing changes in taxation of international business activities, could materially impact our financial position and results of operations.

Legislation or other changes in tax laws could increase our liability and adversely affect our after-tax profitability. For example, the Tax Cuts and Jobs Act, or the Tax Act, was enacted in the United States on December 22, 2017. The Tax Act could have a significant impact on our effective tax rate, cash tax expenses and net deferred tax assets. The Tax Act reduces the U.S. corporate statutory tax rate, eliminates or limits the deduction of several expenses that were previously deductible, imposes a mandatory deemed repatriation tax on undistributed historic earnings of foreign subsidiaries, requires a minimum tax on earnings generated by foreign subsidiaries and permits a tax-free repatriation of foreign earnings through a dividends received deduction. We have recorded provisional amounts in fiscal year 2018 and are evaluating the overall impact of the Tax Act on our effective tax rate and balance sheet, but expect that the impact may be significant for fiscal year 2018 and future periods. Any change in the provisional amounts will be recorded as an adjustment to the provision for income taxes in the period the amounts are determined during a measurement period granted by the Securities and Exchange Commission of up to one year after the enactment date of the Tax Act (December 22, 2018, which will occur during the first quarter of fiscal year 2019) to finalize the accounting of the related income tax impacts.

If we encounter problems with distribution, our ability to deliver our products to market could be adversely affected.

We rely on both company-owned and third-party distribution facilities to warehouse and ship products to our wholesale customers, retail stores and eCommerce consumers throughout the world. As part of the pursuit for improved organizational agility and marketplace responsiveness, we have consolidated the number of distribution facilities we rely upon and continue to look for opportunities for further consolidation in certain regions. Such consolidation may make our operations more vulnerable to interruptions in the event of work stoppages, labor disputes, earthquakes, floods, fires or other natural disasters affecting these distribution centers. In addition, distribution capacity is dependent on the timely performance of services by third parties, including the transportation of products to and from their distribution facilities. Moreover, our distribution system includes computer-controlled and automated equipment, which may be subject to a number of risks related to data and system security or computer viruses, the proper operation of software and hardware, power interruptions or other system failures. If we encounter problems with our distribution system, whether company-owned or third-party, our ability to meet customer and consumer expectations, manage inventory, complete sales and achieve operating efficiencies could be adversely affected.

19

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Our efforts to expand our retail business may not be successful, which could impact our operating results.

One of our key strategic priorities is to become a world-class omni-channel retailer by expanding our consumer reach in brand-dedicated stores globally, including making selective investments in company-operated stores and eCommerce sites, franchisee and other brand-dedicated store models. In many locations, we face major, established retail competitors who may be able to better attract consumers and execute their retail strategies. In addition, a retail operating model involves substantial investments in equipment and property, information systems, inventory and personnel. Due to the high fixed-cost structure associated with these investments, a significant expansion in company-operated stores, a decline in sales or the closure of or poor performance of stores could result in significant costs and impacts to our margins. Our ability to grow our retail channel also depends on the availability and cost of real estate that meets our criteria for traffic, square footage, demographics and other factors. Failure to identify and secure adequate new locations, or failure to effectively manage the profitability of the fleet of stores, could have an adverse effect on our results of operations.

If we are unable to effectively execute our eCommerce business, our reputation and operating results may be harmed.

While eCommerce still comprises a small portion of our net revenues, it has been our fastest growing business over the last several years. The success of our eCommerce business depends, in part, on third parties and factors over which we have limited control, including changing consumer preferences and buying trends relating to eCommerce usage, both domestically and abroad, and promotional or other advertising initiatives employed by our wholesale customers or other third parties on their eCommerce sites. Any failure on our part, or on the part of our third-party digital partners, to provide attractive, reliable, secure and user-friendly eCommerce platforms could negatively impact our consumers’ shopping experience, resulting in reduced website traffic, diminished loyalty to our brands and lost sales. In addition, as we continue to expand and increase the global presence of our eCommerce business, sales from our retail stores and wholesale channels of distribution in areas where eCommerce sites are introduced may decline due to changes in consumer shopping habits and cannibalization.

We are also vulnerable to certain additional risks and uncertainties associated with our eCommerce sites, including:

• changes in required technology interfaces;

• website downtime and other technical failures;

• costs and technical issues from website software upgrades;

• data and system security;

• computer viruses; and

• changes in applicable federal and state regulations.

In addition, we must keep up to date with competitive technology trends, including the use of new or improved technology, creative user interfaces and other eCommerce marketing tools such as paid search and mobile applications, among others, which may increase our costs and which may not succeed in increasing sales or attracting consumers. Our failure to successfully respond to these risks and uncertainties might adversely affect the sales in our eCommerce business, as well as damage our reputation and brands.

Additionally, the success of our eCommerce business and the satisfaction of our consumers depend on their timely receipt of our products. The efficient flow of our products requires that our

20

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

company-operated and third-party operated distribution facilities have adequate capacity to support the current level of eCommerce operations and any anticipated increased levels that may follow from the growth of our eCommerce business. If we encounter difficulties with our distribution facilities or in our relationships with the third parties who operate the facilities, or if any such facilities were to shut down for any reason, including as a result of fire, other natural disaster or labor disruption, we could face shortages of inventory, resulting in “out of stock” conditions in the eCommerce sites we operate and those operated by our wholesale customers or other third parties, and we could incur significantly higher costs and longer lead times associated with distributing our products to our consumers and experience dissatisfaction from our consumers. Any of these issues could have an adverse effect on our business and harm our reputation.

Unexpected obstacles in new markets may limit our expansion opportunities and cause our business and growth to suffer.

Our future growth depends in part on our continued expansion efforts in new markets where we may have limited familiarity and experience with regulatory environments and market practices. We may not be able to penetrate or successfully operate in any new market as a result of such unfamiliarity or other unexpected barriers to entry. In connection with our expansion efforts, we may encounter obstacles, including cultural and linguistic differences, differences in regulatory environments, labor practices and market practices, economic or governmental instability, difficulties in keeping abreast of market, business and technical developments and foreign consumers’ tastes and preferences. Our failure to develop our business in new markets or disappointing growth outside of existing markets that we may experience could harm our business and results of operations.

We face risks arising from any future restructuring of our operations and uncertainty with respect to our ability to achieve any anticipated cost savings associated with such restructuring.

We continuously assess opportunities to streamline operations and fuel long-term profitable growth. Future charges related to such actions may harm our profitability in the periods incurred.

Implementation of global productivity actions presents a number of significant risks, including:

• actual or perceived disruption of service or reduction in service levels to customers and consumers;

• potential adverse effects on our internal control environment and inability to preserve adequate internal controls relating to our general and administrative functions in connection with the decision to outsource certain business service activities;

• actual or perceived disruption to suppliers, distribution networks and other important operational relationships and the inability to resolve potential conflicts in a timely manner;

• difficulty in obtaining timely delivery of products of acceptable quality from our contract manufacturers;

• diversion of management attention from ongoing business activities and strategic objectives; and

• failure to maintain employee morale and retain key employees.

Because of these and other factors, we cannot predict whether we will fully realize the purpose and anticipated operational benefits or cost savings of any global productivity actions and, if we do not, our business and results of operations may be adversely affected. Furthermore, if we experience adverse changes to our business, additional restructuring or reorganization activities may be required in the future.

21

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Any major disruption or failure of our information technology systems, or our failure to successfully implement new technology effectively, could adversely affect our business and operations.

We rely on various information technology systems, owned by us and third parties, to manage our operations. Over the last several years, we have been and continue to implement modifications and upgrades to our systems, including making changes to legacy systems, replacing legacy systems with successor systems with new functionality and acquiring new systems with new functionality. For example, over the next several years, we plan to continue the process of implementing a new enterprise resource planning system across the company. These activities subject us to inherent costs and risks associated with replacing and upgrading these systems, including impairment of our ability to fulfill customer orders, potential disruption of our internal control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time, and other risks and costs of delays or difficulties in transitioning to new or upgraded systems or of integrating new or upgraded systems into our current systems. Our system implementations may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. In addition, the difficulties with implementing new or upgraded technology systems may cause disruptions in our business operations and have an adverse effect on our business and operations, if not anticipated and appropriately mitigated.

As we outsource functions, we become more dependent on the entities performing those functions. Disruptions or delays at our third-party service providers could adversely impact our operations.

As part of our long-term profitable growth strategy, we are continually looking for opportunities to provide essential business services in a more cost-effective manner. In some cases, this requires the outsourcing of functions or parts of functions that can be performed more effectively by external service providers. For example, we currently outsource a significant portion of our information technology, finance, customer relations and customer service functions to Wipro Limited. While we believe we conduct appropriate diligence before entering into agreements with any outsourcing entity, the failure of one or more of such entities to meet our performance standards and expectations, including with respect to data security, providing services on a timely basis or providing services at the prices we expect, may have an adverse effect on our results of operations or financial condition. In addition, we could face increased costs associated with finding replacement vendors or hiring new employees in order to return these services in-house. We may outsource other functions in the future, which would increase our reliance on third parties.

We face cybersecurity risks and may incur increasing costs in an effort to minimize those risks.

We utilize systems and websites that allow for the secure storage and transmission of proprietary or confidential information regarding our consumers, employees and others, including credit card information and personal information. As evidenced by the numerous companies who have suffered serious data security breaches, we may be vulnerable to, and unable to anticipate or detect, data security breaches and data loss, including rapidly evolving and increasingly sophisticated cybersecurity attacks. In addition, data security breaches can also occur as a result of a breach by us or our employees or by persons with whom we have commercial relationships that result in the unauthorized release of personal or confidential information. In addition to our own databases, we use third-party service providers to store, process and transmit confidential or sensitive information on our behalf. Although we contractually require these service providers to implement and use reasonable security measures, we cannot control third parties and cannot guarantee that a data security breach will not occur in the future either at their location or within their systems.

22

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

A data security breach may expose us to a risk of loss or misuse of this information, and could result in significant costs to us, which may include, among others, potential liabilities to payment card networks for reimbursement of credit card fraud and card reissuance costs, including fines and penalties, potential liabilities from governmental or third-party investigations, proceedings or litigation and diversion of management attention. We could also experience delays or interruptions in our ability to function in the normal course of business, including delays in the fulfillment or cancellation of customer orders or disruptions in the manufacture and shipment of products. In addition, actual or anticipated attacks may cause us to incur costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants. Any compromise or breach of our security could result in a violation of applicable privacy and other laws, significant legal and financial exposure, and a loss of confidence in our security measures, which could have an adverse effect on our results of operations and our reputation.

The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements. In the United States, various laws and regulations apply to the collection, processing, disclosure and security of certain types of data, including the Electronic Communications Privacy Act, the Computer Fraud and Abuse Act, the Health Insurance Portability and Accountability Act of 1996, the Gramm Leach Bliley Act and state laws relating to privacy and data security, including the California Consumer Privacy Act. Several foreign countries and governmental bodies, including the European Union, also have laws and regulations dealing with the handling and processing of personal information obtained from their residents, which in certain cases are more restrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of various types of data, including data that identifies or may be used to identify an individual, such as names, email addresses and, in some jurisdictions, internet protocol addresses. Such laws and regulations may be modified or subject to new or different interpretations, and new laws and regulations may be enacted in the future. Within the European Union, the General Data Protection Regulation, which became effective in May 2018 and replaced the 1995 European Union Data Protection Directive and superseded applicable European Union member state legislation, imposes significant new requirements on how companies collect, process and transfer personal data, as well as significant fines for noncompliance.

Any failure or perceived failure by us to comply with laws, regulations, policies or regulatory guidance relating to privacy or data security may result in governmental investigations and enforcement actions, litigation, fines and penalties or adverse publicity, and could cause our customers and consumers to lose trust in us, which could have an adverse effect on our reputation and business.

We currently rely on contract manufacturing of our products. Our inability to secure production sources meeting our quality, cost, working conditions and other requirements, or failures by our contract manufacturers to perform, could harm our sales, service levels and reputation.

In fiscal year 2017, we sourced approximately 98% of our products from independent contract manufacturers, who purchase fabric and make our products and may also provide us with design and development services. As a result, we must locate and secure production capacity. We depend on contract manufacturers to maintain adequate financial resources, including access to sufficient credit, secure a sufficient supply of raw materials, and maintain sufficient development and manufacturing capacity in an environment characterized by continuing cost pressure and demands for product innovation and speed-to-market. In addition, we currently do not have any material long-term contracts with any of our contract manufacturers. Under our current arrangements with our contract manufacturers, these manufacturers generally may unilaterally terminate their relationship with us at any time. Finally, while we have historically worked with numerous manufacturers, in recent years we have begun consolidating the number of contract manufacturers from which we source our products. In

23

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

addition, some of our contract manufacturers have merged. Reliance on a fewer number of contract manufacturers involves risk, and any difficulties or failures to perform by our contract manufacturers could cause delays in product shipments or otherwise negatively affect our results of operations.

A contractor manufacturer’s failure to ship products to us in a timely manner or to meet our quality standards, or interference with our ability to receive shipments due to factors such as port or transportation conditions, could cause us to miss the delivery date requirements of our customers. Failing to make timely deliveries may cause our customers to cancel orders, refuse to accept deliveries, impose non-compliance charges, demand reduced prices or reduce future orders, any of which could harm our sales and margins. If we need to replace any contract manufacturer, we may be unable to locate additional contract manufacturers on terms that are acceptable to us, or at all, or we may be unable to locate additional contract manufacturers with sufficient capacity to meet our requirements or to fill our orders in a timely manner.

We require contract manufacturers to meet our standards in terms of working conditions, environmental protection, raw materials, facility safety, security and other matters before we are willing to place business with them. As such, we may not be able to obtain the lowest-cost production. We may also encounter delays in production and added costs as a result of the time it takes to train our contract manufacturers in our methods, products and quality control standards. In addition, the labor and business practices of apparel manufacturers have received increased attention from the media, non-governmental organizations, consumers and governmental agencies in recent years. Any failure by our contract manufacturers to adhere to labor or other laws, appropriate labor or business practices, safety, structural or environmental standards, and the potential litigation, negative publicity and political pressure relating to any of these events, could harm our business and reputation.

Our suppliers may be impacted by economic conditions and cycles and changing laws and regulatory requirements which could impact their ability to do business with us or cause us to terminate our relationship with them and require us to find replacements, which we may have difficulty doing.

Our suppliers are subject to the fluctuations in general economic cycles, and global economic conditions may impact their ability to operate their businesses. They may also be impacted by the increasing costs of raw materials, labor and distribution, resulting in demands for less attractive contract terms or an inability for them to meet our requirements or conduct their own businesses. The performance and financial condition of a supplier may cause us to alter our business terms or to cease doing business with a particular supplier, or change our sourcing practices generally, which could in turn adversely affect our business and financial condition.

In addition, regulatory developments such as reporting requirements on the use of “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries could affect the sourcing and availability of raw materials used by our suppliers in the manufacturing of certain of our products. We have been and may continue to be subject to costs associated with regulations, including for the diligence pertaining to the presence of any conflict minerals used in our products and the cost of remediation and other changes to products, processes or sources of supply as a consequence of such verification activities. The impact of such regulations may result in a limited pool of suppliers who provide conflict free metals, and we cannot be assured that we will be able to obtain products in sufficient quantities or at competitive prices. Also, because our supply chain is complex, we may face reputational challenges with our consumers and other stakeholders if we are unable to sufficiently verify the origins for all metals used in the products we sell.

24

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

If one or more of our counterparty financial institutions default on their obligations to us, we may incur significant losses.

As part of our hedging activities, we enter into transactions involving derivative financial instruments, which may include forward contracts, commodity futures contracts, option contracts, collars and swaps, with various financial institutions. In addition, we have significant amounts of cash, cash equivalents and other investments on deposit or in accounts with banks or other financial institutions in the United States and abroad. As a result, we are exposed to the risk of default by or failure of counterparty financial institutions. This risk may be heightened during economic downturns and periods of uncertainty in the financial markets. If one of our counterparties were to become insolvent or file for bankruptcy, our ability to recover losses incurred as a result of default or our assets that are deposited or held in accounts with such counterparty may be limited by the counterparty’s liquidity or the applicable laws governing the insolvency or bankruptcy proceedings. In the event of default or failure of one or more of our counterparties, we could incur significant losses, which could negatively impact our results of operations and financial condition.

The loss of members of our executive management and other key employees or the failure to attract and retain key personnel could harm our business.

Our future success depends, in part, on the continued service of our executive management team and other key employees, and the loss of the services of any key individual could harm our business. Our future success also depends, in part, on our ability to recruit, retain and motivate our employees sufficiently, both to maintain our current business and to execute our strategic initiatives. Competition for experienced and well-qualified employees in our industry is particularly intense in many of the places where we do business, and we may not be successful in attracting and retaining such personnel. Moreover, shifts in U.S. immigration policy could negatively impact our ability to attract, hire and retain highly skilled employees who are from outside the United States.

Most of the employees in our production and distribution facilities are covered by collective bargaining agreements, and any material job actions could negatively affect our results of operations.

In North America, most of our distribution employees are covered by various collective bargaining agreements. Outside North America, most of our production and distribution employees are covered by either industry-sponsored and/or government-sponsored collective bargaining mechanisms. Any work stoppages or other job actions by these employees could harm our business and reputation.

Our licensees and franchisees may not comply with our product quality, manufacturing standards, marketing and other requirements, which could negatively affect our reputation and business.

We license our trademarks to third parties for manufacturing, marketing and distribution of various products. While we enter into comprehensive agreements with our licensees covering product design, product quality, sourcing, manufacturing, marketing and other requirements, our licensees may not comply fully with those agreements. Non-compliance could include marketing products under our brand names that do not meet our quality and other requirements or engaging in manufacturing practices that do not meet our supplier code of conduct. These activities could harm our brand equity, our reputation and our business.

In addition, we enter into franchise agreements with unaffiliated franchisees to operate stores and, in limited circumstances, websites in many countries around the world. Under these agreements, third parties operate, or will operate, stores and websites that sell apparel and related products under

25

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

our brand names. While the agreements we have entered into and plan to enter into in the future provide us with certain termination rights, the value of our brands could be impaired to the extent that these third parties do not operate their stores in a manner consistent with our requirements regarding our brand identities and customer experience standards. Failure to protect the value of our brands, or any other harmful acts or omissions by a franchisee, could have an adverse effect on our results of operations and our reputation.

Our success depends on the continued protection of our trademarks and other proprietary intellectual property rights.

Our trademarks and other intellectual property rights are important to our success and competitive position, and the loss of or inability to enforce trademark and other proprietary intellectual property rights could harm our business. We devote substantial resources to the establishment and protection of our trademark and other proprietary intellectual property rights on a global basis. In addition to our trademarks and other intellectual property rights, as we develop technologies, such as Project F.L.X., that we believe are innovative, we intend to continually assess the patentability of new intellectual property. However, the patents that we own and those that may be issued in the future may not adequately protect our intellectual property, survive legal challenges or provide us with competitive advantages, and our patent applications may not be granted. Our efforts to establish and protect our proprietary intellectual property rights may not be adequate to prevent imitation of our products by others or to prevent others from seeking to block sales of our products. Unauthorized copying of our products or unauthorized use of our trademarks, patented technologies or other proprietary rights may not only erode sales of our products but may also cause significant reputational harm to our brand names and our ability to effectively represent ourselves to our consumers, contractors, suppliers and/or licensees. Moreover, others may seek to assert rights in, or ownership of, our trademarks and other intellectual property, including through civil and/or criminal prosecution. We may not be able to successfully resolve those claims, which may result in financial liability and criminal penalties. In addition, the laws and enforcement mechanisms of some foreign countries may not allow us to protect our proprietary rights to the same extent as we are able to in the United States and other countries.

We have substantial liabilities and cash requirements associated with our postretirement benefits, pension and deferred compensation plans.

Our postretirement benefits, pension and deferred compensation plans result in substantial liabilities on our balance sheet. These plans and activities have and will generate substantial cash requirements for us, and these requirements may increase beyond our expectations in future years based on changing market conditions. The difference between plan obligations and assets, or the funded status of the plans, is a significant factor in determining the net periodic benefit costs of our pension plans and the ongoing funding requirements of those plans. Many variables, such as changes in interest rates, mortality rates, health care costs, investment returns and/or the market value of plan assets, can affect the funded status of our defined benefit pension, other postretirement and postemployment benefit plans and cause volatility in the net periodic benefit cost and future funding requirements of the plans. Plan liabilities may impair our liquidity, have an unfavorable impact on our ability to obtain financing and place us at a competitive disadvantage compared to some of our competitors who do not have such liabilities and cash requirements.

Natural disasters, public health crises, political crises and other catastrophic events or other events outside of our control may damage our facilities or the facilities of third parties on which we depend, and could impact consumer spending.

Our global headquarters and the headquarters of our Americas region are both located in California near major geologic faults that have experienced earthquakes in the past. An earthquake or

26

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

other natural disaster or power shortages or outages could disrupt operations or impair critical systems. Any of these disruptions or other events outside of our control could affect our business negatively, harming our operating results. In addition, if any of our facilities, including our manufacturing, finishing or distribution facilities, our company-operated or franchised stores or the facilities of our suppliers, third-party service providers or customers, is affected by natural disasters, such as earthquakes, tsunamis, power shortages or outages, floods or monsoons, public health crises, such as pandemics and epidemics, political crises, such as terrorism, war, political instability or other conflict, or other events outside of our control, our business and operating results could suffer. Moreover, these types of events could negatively impact consumer spending in the impacted regions or, depending upon the severity, globally, which could adversely impact our operating results. Similar disasters occurring at our vendors’ manufacturing facilities could impact our reputation and our consumers’ perception of our brands.

Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.

We are subject to the FCPA, the U.K. Bribery Act and other anti-bribery, anti-corruption and anti-money laundering laws in various jurisdictions around the world. The FCPA, the U.K. Bribery Act and similar applicable laws generally prohibit companies, as well as their officers, directors, employees and third-party intermediaries, business partners and agents, from making improper payments or providing other improper things of value to government officials or other persons. We and our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state owned or affiliated entities and other third parties where we may be held liable for corrupt or other illegal activities, even if we do not explicitly authorize them. While we have policies and procedures and internal controls to address compliance with such laws, we cannot assure you that all of our employees and third-party intermediaries, business partners and agents will not take actions in violation of such policies and laws, for which we may be ultimately held responsible. To the extent that we learn that any of our employees or third-party intermediaries, business partners or agents do not adhere to our policies, procedures or internal controls, we are committed to taking appropriate remedial action. In the event that we believe or have reason to believe that our directors, officers, employees or third-party intermediaries, agents or business partners have or may have violated such laws, we may be required to investigate or to have outside counsel investigate the relevant facts and circumstances. Detecting, investigating and resolving actual or alleged violations can be extensive and require a significant diversion of time, resources and attention from senior management. Any violation of the FCPA, the U.K. Bribery Act or other applicable anti-bribery, anti-corruption and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, and criminal or civil sanctions, penalties and fines, any of which may could adversely affect our business and financial condition.

Our current and future products may experience quality problems from time to time that could result in negative publicity, litigation, product recalls and warranty claims, which could result in decreased revenues and harm to our brands.

There can be no assurance we will be able to detect, prevent or fix all defects that may affect our products. Inconsistency of legislation and regulations may also affect the costs of compliance with such laws and regulations. Such problems could hurt the image of our brands, which is critical to maintaining and expanding our business. Any negative publicity or lawsuits filed against us related to the perceived quality of our products could harm our brand and decrease demand for our products.

Climate change and related regulatory responses may adversely impact our business.

There is increasing concern that a gradual increase in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause

27

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Changes in weather patterns and an increased frequency, intensity and duration of extreme weather conditions could, among other things, adversely impact the cultivation of cotton, which is a key resource in the production of our products, disrupt the operation of our supply chain and the productivity of our contract manufacturers, increase our product costs and impact the types of apparel products that consumers purchase. As a result, the effects of climate change could have a long-term adverse impact on our business and results of operations.

In many of the countries in which we operate, governmental bodies are increasingly enacting legislation and regulations in response to the potential impacts of climate change. These laws and regulations, which may be mandatory, have the potential to impact our operations directly or indirectly as a result of required compliance by us, our suppliers and our contract manufacturers. In addition, we may choose to take voluntary steps to mitigate our impact on climate change. As a result, we may experience increases in energy, production, transportation and raw material costs, capital expenditures or insurance premiums and deductibles. Inconsistency of legislation and regulations among jurisdictions may also affect the costs of compliance with such laws and regulations. Any assessment of the potential impact of future climate change legislation, regulations or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory change in the countries in which we operate.

Future acquisitions of and investments in new businesses could impact our business and financial condition.

From time to time, we may acquire or invest in businesses or partnerships that we believe could complement our business or offer growth opportunities. The pursuit of such acquisitions or investments may divert the attention of management and cause us to incur various expenses, regardless of whether the acquisition or investment is ultimately completed. In addition, acquisitions and investments may not perform as expected or cause us to assume unrecognized or underestimated liabilities. Further, if we are able to successfully identify and acquire additional businesses, we may not be able to successfully integrate the acquired personnel or operations, or effectively manage the combined business following the acquisition, any of which could harm our business and financial condition.

We have debt and interest payment requirements at a level that may restrict our future operations.

As of August 26, 2018, we had $1.06 billion of debt, all of which was unsecured, and we had $669.1 million of additional borrowing capacity under our credit facility. Our debt requires us to dedicate a substantial portion of any cash flow from operations to the payment of interest and principal due under our debt, which reduces funds available for other business purposes and results in us having lower net income than we would otherwise have had. This dedicated use of cash could impact our ability to successfully compete by, for example:

• increasing our vulnerability to general adverse economic and industry conditions;

• limiting our flexibility in planning for or reacting to changes in our business and industry;

• placing us at a competitive disadvantage compared to some of our competitors that have less debt; and

• limiting our ability to obtain additional financing required to fund working capital and capital expenditures and for other general corporate purposes.

A substantial portion of our debt is Euro-denominated senior notes. In addition, borrowings under our credit facility bear interest at variable rates. As a result, increases in market interest rates and

28

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

changes in foreign exchange rates could require a greater portion of our cash flow to be used to pay interest, which could further hinder our operations. Increases in market interest rates may also affect the trading price of our debt securities that bear interest at a fixed rate. Our ability to satisfy our obligations and to reduce our total debt depends on our future operating performance and on economic, financial, competitive and other factors, many of which are beyond our control.

The newly enacted Tax Act places limitations on businesses abilities to deduct interest expenses. If our adjusted taxable income were to decrease, we may not be able to fully deduct our interest expenses.

Restrictions in our notes, indentures and credit facility may limit our activities, including dividend payments, share repurchases and acquisitions.

Our credit facility and the indentures governing our senior unsecured notes contain restrictions, including covenants limiting our ability to incur additional debt, grant liens, make acquisitions and other investments, prepay specified debt, consolidate, merge or acquire other businesses or engage in other fundamental changes, sell assets, pay dividends and other distributions, repurchase stock, enter into transactions with affiliates, enter into capital leases or certain leases not in the ordinary course of business, enter into certain derivatives, grant negative pledges on our assets, make loans or other investments, guarantee third-party obligations, engage in sale leasebacks and make changes in our corporate structure. These restrictions, in combination with our leveraged condition, may make it more difficult for us to successfully execute our business strategy, grow our business or compete with companies not similarly restricted.

If our foreign subsidiaries are unable to distribute cash to us when needed, we may be unable to satisfy our obligations under our debt securities, which could force us to sell assets or use cash that we were planning to use elsewhere in our business.

We conduct our international operations through foreign subsidiaries and we only receive the cash that remains after our foreign subsidiaries satisfy their obligations. We may depend upon funds from our foreign subsidiaries for a portion of the funds necessary to meet our debt service obligations. Any agreements our foreign subsidiaries enter into with other parties, as well as applicable laws and regulations limiting the right and ability of non-U.S. subsidiaries and affiliates to pay dividends and remit cash to affiliated companies, may restrict the ability of our foreign subsidiaries to pay dividends or make other distributions to us. If those subsidiaries are unable to pass on the amount of cash that we need, we may be unable to make payments on our debt obligations, which could force us to sell assets or use cash that we were planning on using elsewhere in our business, which could hinder our operations.

Our business is affected by seasonality, which could result in fluctuations in our operating results.

We experience moderate fluctuations in aggregate sales volume during the year. Historically, revenues in our third and fourth fiscal quarters have slightly exceeded those in our first and second fiscal quarters. In addition, our customers and consumers may cancel orders, change delivery schedules or change the mix of products ordered with minimal notice. As a result, we may not be able to accurately predict our quarterly sales. Accordingly, our results of operations are likely to fluctuate significantly from period to period. This seasonality, along with other factors that are beyond our control, including general economic conditions, changes in consumer preferences, weather conditions, including the effects of climate change, the availability of import quotas, transportation disruptions and foreign currency exchange rate fluctuations, could adversely affect our business and cause our results of operations to fluctuate.

29

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

We are subject to periodic claims and litigation that could result in unexpected expenses and could ultimately be resolved against us.

From time to time, we may be involved in litigation and other proceedings, including matters related to commercial disputes, product liability, intellectual property, trade, customs laws and regulations, employment, regulatory compliance and other claims related to our business. Any such proceeding or audit could result in significant settlement amounts, damages, fines or other penalties, divert financial and management resources and result in significant legal fees. An unfavorable outcome of any particular proceeding could exceed the limits of our insurance policies, or our insurance carriers may decline to fund such final settlements or judgments, which could have an adverse impact on our business, financial condition and results of operations. In addition, any such proceeding could negatively impact our brand equity and our reputation.

Changes in our credit ratings or macroeconomic conditions may affect our liquidity, increasing borrowing costs and limiting our financing options.

Our long-term debt is currently rated BB+ by Standard & Poor’s and Ba1 by Moody’s Investors Service. If our credit ratings are lowered, borrowing costs for future long-term debt or short-term credit facilities may increase and our financing options, including our access to the unsecured credit market, could be limited. In addition, macroeconomic conditions such as increased volatility or disruption in the credit markets could adversely affect our ability to refinance existing debt.

Risks Relating to Our Industry

Our revenues are influenced by economic conditions that impact consumer spending.

Apparel is a cyclical industry that is dependent upon the overall level of consumer spending. Consumer purchases of discretionary items, including our products, generally decline during periods when disposable income is adversely affected or there is economic uncertainty. Our wholesale customers anticipate and respond to adverse changes in economic conditions and uncertainty by closing doors, reducing inventories, canceling orders or increasing promotional activity. Our brand-dedicated stores are also affected by these conditions, which may lead to a decline in consumer traffic and spending in these stores. As a result, factors that diminish consumer spending and confidence in any of the markets in which we compete, particularly deterioration in general economic conditions, the impact of foreign exchange fluctuations on tourism and tourist spending, volatility in investment returns, fear of unemployment, increases in energy costs or interest rates, housing market downturns, fear about and impact of pandemic illness, and other factors such as acts of war, natural disasters or terrorist or political events that impact consumer confidence, could reduce our sales and adversely affect our business and financial condition through their impact on our wholesale customers as well as their direct impact on us. These outcomes and behaviors have in the past, and may continue to in the future, adversely affect our business and financial condition.

Intense competition in the global apparel industry could lead to reduced sales and prices.

We face a variety of competitive challenges in the global apparel industry from a variety of jeanswear, athleisure and casual apparel companies, and competition has increased over the years due to factors such as:

• the international expansion and increased presence of vertically integrated specialty stores;

• expansion into eCommerce by existing and new competitors;

• the proliferation of private labels and exclusive brands offered by department stores, chain stores and mass channel retailers;

30

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

• the introduction of lines of jeans, athleisure and casual apparel by well-known and successful athletic wear companies; and

• the transition of apparel companies who traditionally relied on wholesale distribution channels into their own retail distribution network.

In addition, some of these competitors have greater financial, supply, distribution and marketing resources and may be able to adapt to changes in consumer preferences or retail requirements more quickly or devote greater resources to the building and sustaining of their brand equity and the marketing and sale of their products both in stores and online. In addition, some of these competitors may be able to achieve lower product costs or adopt more aggressive pricing and discounting policies. As a result, we may not be able to compete as effectively with them and may not be able to maintain or grow the demand for our products. Failure to compete effectively due to these factors could reduce our sales and adversely affect our business and financial condition.

The success of our business depends upon our ability to forecast consumer demand and market conditions and offer on-trend and new and updated products at attractive price points.

The global apparel industry is characterized by ever-changing fashion trends and consumer preferences and by the rapid replication of new products by competitors. The apparel industry is also impacted by changing consumer preferences regarding spending categories generally, including shifts away from consumer spending and towards “experiential” spending. As a result, our success depends in large part on our ability to develop, market and deliver innovative and stylish products at a pace, intensity and price competitive with other brands in the markets in which we sell our products. In addition, we must create products at a range of price points that appeal to the consumers of both our wholesale customers and our dedicated retail stores and eCommerce sites situated in each of our diverse geographic regions. Our development and production cycles take place prior to full visibility into all of these factors for the coming seasons. Failure on our part to forecast consumer demand and market conditions and to regularly and rapidly develop innovative and stylish products and update core products could limit sales growth, adversely affect retail and consumer acceptance of our products and negatively impact the consumer traffic in our dedicated retail stores. In addition, if we fail to accurately forecast consumer demand, we may experience excess inventory levels, which may result in inventory write-downs and the sale of excess inventory at discounted prices. This could have an adverse effect on the image and reputation of our brands and could adversely affect our gross margins. Conversely, if we underestimate consumer demand for our products, we may experience inventory shortages, which could delay shipments to customers, negatively impact retailer and consumer relationships and diminish brand loyalty. Moreover, our newer products may not produce as high a gross margin as our traditional products and thus may have an adverse effect on our overall margins and profitability.

The global apparel industry is subject to intense pricing pressure.

The apparel industry is characterized by low barriers to entry for both suppliers and marketers, global sourcing through suppliers located throughout the world, trade liberalization, continuing movement of product sourcing to lower cost countries, regular promotional activity and the ongoing emergence of new competitors with widely varying strategies and resources. These factors have contributed, and may continue to contribute in the future, to intense pricing pressure and uncertainty throughout the supply chain. Pricing pressure has been exacerbated by the variability of raw materials in recent years. This pressure could have adverse effects on our business and financial condition, including:

• reduced gross margins across our product lines and distribution channels;

31

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

• increased retailer demands for allowances, incentives and other forms of economic support; and

• increased pressure on us to reduce our production costs and operating expenses.

Increases in the price of raw materials or wage rates could increase our cost of goods and negatively impact our financial results.

The principal fabrics used in our products include cotton, blends, synthetics and wools. The prices we pay our suppliers for our products are dependent in part on the market price for raw materials used to produce them, primarily cotton. The price and availability of cotton may fluctuate substantially depending on a variety of factors, including demand, acreage devoted to cotton crops and crop yields, weather, supply conditions, transportation costs, energy prices, work stoppages, government regulation and policy, economic climates, market speculation and other unpredictable factors. Any and all of these factors may be exacerbated by global climate change. Cotton prices suffered from unprecedented variability and uncertainty in prior years and may fluctuate significantly again in the future. In addition, prices of purchased finished products also depend on wage rates in the regions where our contract manufacturers are located, as well as freight costs from those regions. In addition, fluctuations in wage rates required by legal or industry standards could increase our costs. Increases in raw material costs or wage rates, unless sufficiently offset by our pricing actions, may cause a decrease in our profitability and negatively impact our sales volume. These factors may also have an adverse impact on our cash and working capital needs as well as those of our suppliers.

Our business is subject to risks associated with sourcing and manufacturing overseas, as well as risks associated with potential tariffs or a global trade war.

We import both raw materials and finished garments into all of our operating regions. Our ability to import products in a timely and cost-effective manner may be affected by conditions at ports or issues that otherwise affect transportation and warehousing providers, such as port and shipping capacity, labor disputes and work stoppages, political unrest, severe weather or security requirements in the United States and other countries. These issues could delay importation of products or require us to locate alternative ports or warehousing providers to avoid disruption to our customers. These alternatives may not be available on short notice or could result in higher transportation costs, which could have an adverse impact on our business and financial condition, specifically our gross margin and overall profitability.

Substantially all of our import operations are subject to complex custom laws, regulations and tax requirements as well as trade regulations, such as tariffs and quotas set by governments through mutual agreements or bilateral actions. In addition, the countries in which our products are manufactured or imported may from time to time impose additional quotas, duties, tariffs or other restrictions on our imports or adversely modify existing restrictions. Adverse changes in these import costs and restrictions, or the failure by us or our suppliers to comply with customs regulations or similar laws, could harm our business. In this regard, the results of the November 2016 election in the United States and the Brexit vote in the United Kingdom have introduced greater uncertainty with respect to future tax and trade regulations. Changes in tax policy or trade regulations, such as the recently passed Tax Act in the United States, a withdrawal of the United States from, or a significant renegotiation or replacement of, NAFTA, the disallowance of tax deductions on imported merchandise or the imposition of new tariffs on imported products, could have an adverse effect on our business and results of operations.

Recently, the Trump Administration announced tariffs on certain steel and aluminum products imported into the United States, which has resulted in reciprocal tariffs from the European Union on

32

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

goods, including denim products, imported from the United States. Because we manufacture most of our products outside the United States, these reciprocal tariffs are not expected to have a material impact on our business. The Trump Administration has also imposed $34 billion in tariffs on goods imported from China in connection with China’s intellectual property practices and has announced a potential additional $200 billion in tariffs on goods imported from China. The Trump Administration has also negotiated a replacement trade deal for NAFTA with Mexico and Canada, the USMCA, which still needs to be ratified by the respective government of each of the three countries. Approximately 15% to 20% of the products that we sell in the United States are manufactured in China and Mexico. If the Trump Administration follows through on its proposed China tariffs or replaces NAFTA with USMCA, or if additional tariffs or trade restrictions are implemented by the United States or other countries in connection with a global trade war, the cost of our products manufactured in China, Mexico or other countries and imported into the United States or other countries could increase, which in turn could adversely affect the demand for these products and have an adverse effect on our business and results of operations.

Risks Relating to This Offering and Ownership of Our Class A Common Stock

The market price of our Class A common stock may be volatile or may decline steeply or suddenly regardless of our operating performance and we may not be able to meet investor or analyst expectations. You may not be able to resell your shares at or above the initial public offering price and may lose all or part of your investment.

The initial public offering price for our Class A common stock will be determined through negotiations among the underwriters and us, and may vary from the market price of our Class A common stock following this offering. If you purchase shares of Class A common stock in this offering, you may not be able to resell those shares at or above the initial public offering price. The market price of our Class A common stock may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including:

• actual or anticipated fluctuations in our revenues or other operating results;

• variations between our actual operating results and the expectations of securities analysts, investors and the financial community;

• any forward-looking financial or operating information we may provide to the public or securities analysts, any changes in this information or our failure to meet expectations based on this information;

• actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

• whether investors or securities analysts view our stock structure unfavorably, particularly our dual-class structure;

• additional shares of Class A common stock being sold into the market by us or our existing stockholders, or the anticipation of such sales, including if existing stockholders sell shares into the market when applicable “lock-up” periods end;

• announcements by us or our competitors of significant products or features, innovations, acquisitions, strategic partnerships, joint ventures, capital commitments, divestitures or other dispositions;

• changes in operating performance and stock market valuations of companies in our industry, including our vendors and competitors;

33

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

• price and volume fluctuations in the overall stock market, including as a result of general economic trends;

• lawsuits threatened or filed against us, or events that negatively impact our reputation;

• developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies; and

• other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

In addition, extreme price and volume fluctuations in the stock markets have affected and continue to affect many retail companies’ stock prices. Often, their stock prices have fluctuated in ways unrelated or disproportionate to the respective companies’ operating performance. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and seriously harm our business.

Moreover, because of these fluctuations, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance. This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenues or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our Class A common stock could decline substantially. Such a decline could occur even when we have met any previously publicly stated revenues or earnings forecasts that we may provide.

An active trading market for our Class A common stock may never develop or be sustained.

We intend to apply to list our Class A common stock on                 under the symbol “    .” However, we cannot assure you that an active trading market for our Class A common stock will develop on that exchange or elsewhere or, if developed, that any market will be sustained. Accordingly, we cannot assure you of the likelihood that an active trading market for our Class A common stock will develop or be maintained, the liquidity of any trading market, your ability to sell your shares of Class A common stock when desired or the prices that you may obtain for your shares.

Future sales of our Class A common stock by existing stockholders could cause our stock price to decline.

If our existing stockholders, including employees, who obtain equity, sell or indicate an intention to sell, substantial amounts of our Class A common stock in the public market after the lock-up and legal restrictions on resale discussed in this prospectus lapse, the trading price of our Class A common stock could decline. Based on shares outstanding as of August 26, 2018, upon the completion of this offering, we will have outstanding a total of                  shares of Class A common stock and                  shares of Class B common stock. This assumes the reclassification of our outstanding common stock into an equal number of shares of Class B common stock, the filing and effectiveness of our amended and restated certificate of incorporation, which will be in effect upon the completion of this offering, the issuance of Class A common stock upon the completion of this offering and the sale of Class A common stock by the selling stockholders in this offering. Of these shares, only the shares of Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by persons who are not our “affiliates” as defined in Rule 144 under the Securities Act and who have complied with the holding period requirements of Rule 144 under the Securities Act.

34

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Subject to certain exceptions described under “Underwriting,” we and our officers, directors and holders of substantially all of our common stock and securities convertible into or exchangeable for shares of our common stock, including the selling stockholders, have entered into or will enter into lock-up agreements with the underwriters under which we and they have agreed, subject to certain exceptions, not to dispose of any shares of common stock, any options or warrants to purchase any shares of common stock or any securities convertible into or exchangeable for or that represent the right to receive shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus.

When the lock-up period in the lock-up agreements expires, we and our locked-up security holders will be able to sell our shares in the public market. In addition, Goldman Sachs & Co. LLC may release all or some portion of the shares subject to the lock-up agreements prior to the expiration of the lock-up period. See “Shares Eligible for Future Sale.” Sales of a substantial number of such shares, or the perception that such sales may occur, upon the expiration or early release of the securities subject to, the lock-up agreements, could cause our stock price to decline or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.

Following the completion of this offering, based on the number of shares outstanding as of August 26, 2018, holders of approximately              shares of our Class B common stock will have contractual rights, subject to certain conditions, to require us to file registration statements for the public resale of the shares of Class A common stock issuable upon conversion of their Class B common stock, or to include such shares in registration statements that we may file. See “Description of Capital Stock—Class A Common Stock and Class B Common Stock—Registration Rights.”

Descendants of the family of Levi Strauss have the ability to control the outcome of matters submitted for stockholder approval, which will limit your ability to influence corporate matters.

Our Class B common stock, which is entitled to ten votes per share, is primarily owned by descendants of the family of our founder, Levi Strauss, and their relatives and trusts established for their behalf. Collectively, these persons have the ability to control the outcome of stockholder votes, including the election of our board of directors and the approval or rejection of a merger, change of control or other significant corporate transaction. In addition, so long as any shares of Class B common stock remain outstanding, the approval of the holders of a majority of our then-outstanding Class B common stock (or, in certain cases, a majority of our then-outstanding Class A common stock and Class B common stock, voting together as a single class) will be required in order for us to take certain actions. See “Description of Capital Stock—Class A Common Stock and Class B Common Stock—Protective Provisions.”

We believe having a long-term-focused, committed and engaged stockholder base provides us with an important strategic advantage, particularly in our business, where our more than 165-year history contributes to the iconic reputations of our brands. However, the interests of these stockholders may not always be aligned with each other or with the interests of our other stockholders. By exercising their control, these stockholders could cause our company to take actions that are at odds with the investment goals or interests of institutional, short-term or other non-controlling investors, or that have a negative effect on our stock price. Further, because these stockholders control the majority of our Class B common stock, we might be a less attractive takeover target, which could adversely affect the market price of our Class A common stock.

We cannot predict the impact our dual class structure may have on our stock price or our business.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. For

35

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. S&P Dow Jones and FTSE Russell have recently announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500. These changes exclude companies with multiple classes of shares of common stock from being added to such indices. In addition, several stockholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our common stock may prevent the inclusion of our Class A common stock in such indices and may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our Class A common stock. Any actions or publications by stockholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A common stock.

We have broad discretion in how we may use the net proceeds from this offering, and we may not use them effectively.

We cannot specify with any certainty the particular uses of the net proceeds that we will receive from this offering. Our management will have broad discretion in applying the net proceeds we receive from this offering. We may use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures. We may also use a portion of the net proceeds we receive from this offering for acquisitions or other strategic investments, although we do not currently have any plans to do so. We may also invest these proceeds in a way with which our stockholders disagree. If our management fails to use these funds effectively, our business could be seriously harmed. Pending their use, the net proceeds we receive from this offering may be invested in a way that does not produce income or that loses value.

If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, or if they adversely change their recommendations regarding our Class A common stock, the trading price or trading volume of our Class A common stock could decline.

The trading market for our Class A common stock will be influenced in part by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. If one or more of the analysts initiate research with an unfavorable rating or downgrade our Class A common stock, provide a more favorable recommendation about our competitors or publish inaccurate or unfavorable research about our business, our Class A common stock price would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our Class A common stock to decline.

Future securities issuances could result in significant dilution to our stockholders and impair the market price of our Class A common stock.

Future issuances of our Class A common stock or the conversion of a substantial number of shares of our Class B common stock, or the perception that these issuances or conversions may occur, could depress the market price of our Class A common stock and result in dilution to existing holders of our Class A common stock. Also, to the extent stock-based awards are issued or become vested, there will be further dilution. The amount of dilution could be substantial depending upon the size of the issuances or exercises. Furthermore, we may issue additional equity securities that could have rights senior to those of our Class A common stock. As a result, purchasers of Class A common stock in this offering bear the risk that future issuances of debt or equity securities may reduce the value of such shares and further dilute their ownership interest.

36

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

As of August 26, 2018, there were 1,770,414 shares of Class B common stock issuable pursuant to RSUs and SARs granted under our EIP that may be settled in shares of our Class B common stock. In connection with this offering, all of the shares of Class A common stock issuable upon the conversion of shares of Class B common stock subject to outstanding options will be registered for public resale under the Securities Act. Accordingly, these shares will be able to be freely sold in the public market upon issuance as permitted by any applicable vesting requirements, and subject to compliance with applicable securities laws.

Following the completion of this offering, based on the number of shares outstanding as of August 26, 2018, holders of approximately              shares of our Class B common stock will have contractual rights, subject to certain conditions, to require us to file registration statements for the public resale of the shares of Class A common stock issuable upon conversion of their Class B common stock, or to include such shares in registration statements that we may file. See “Description of Capital Stock—Class A Common Stock and Class B Common Stock—Registration Rights.”

The requirements of being a public company may strain our resources, result in more litigation and divert management’s attention.

Although we have made filings with the SEC for many years, as a public company we will be subject to the additional reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of                  and other applicable securities rules and regulations. For example, upon the completion of this offering, we will be required to file proxy statements under Section 14 of the Exchange Act. Complying with these rules and regulations has increased and will increase our legal and financial compliance costs, make some activities more difficult, time consuming or costly and increase demand on our systems and resources. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may also need to hire additional employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

These new rules and regulations may make it more expensive for us to obtain director and officer liability insurance and, in the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and human resources committee, and qualified executive officers.

By disclosing information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which may result in threatened or actual

37

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

litigation, including by competitors and other third parties. If those claims are successful, our business could be seriously harmed. Even if the claims do not result in litigation or are resolved in our favor, the time and resources needed to resolve them could divert our management’s resources and seriously harm our business.

If you purchase shares of our Class A common stock in this offering, you will experience substantial and immediate dilution.

The assumed initial public offering price of $        per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, is substantially higher than the net tangible book value per share of our outstanding Class A common stock immediately after this offering. If you purchase shares of Class A common stock in this offering, you will experience substantial and immediate dilution in the pro forma net tangible book value per share of $        per share as of August 26, 2018, based on the assumed initial public offering price of $        per share. That is because the price that you pay will be substantially greater than the pro forma net tangible book value per share of Class A common stock that you acquire. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares of our capital stock. You will experience additional dilution to the extent that outstanding RSUs are settled, SARs are exercised or new RSUs or SARs or other securities are issued under our equity incentive plans or we issue additional shares of Class A common stock or Class B common stock in the future. See “Dilution.”

Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws, each of which will be in effect upon the completion of this offering, could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our Class A common stock.

Our amended and restated certificate of incorporation and amended and restated bylaws, each of which will be in effect upon the completion of this offering, contain provisions that could depress the trading price of our Class A common stock by acting to discourage, delay or prevent a change of control of our company or changes in our management that our stockholders may deem advantageous. In particular, our amended and restated certificate of incorporation and amended and restated bylaws:

• establish a classified board of directors so that not all members are elected at one time;

• permit our board of directors to establish the number of directors and fill any vacancies and newly-created directorships;

• provide that, for so long as we have a classified board of directors, members of our board of directors may only be removed for cause;

• authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

• prohibit stockholder action by written consent, which requires all stockholder actions to be taken at annual stockholder meetings or at a special stockholder meeting (which may be called by the Chairperson of our board of directors, our CEO, our board of directors (pursuant to a resolution adopted by a majority of the authorized directors) or stockholders entitled to cast a majority of the votes at such special meeting);

• provide that our board of directors is expressly authorized to make, alter or repeal our bylaws;

• restrict the forum for certain litigation against us to Delaware;

• reflect the dual class structure of our common stock; and

• establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders.

38

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Any provision of our amended and restated certificate of incorporation, our amended and restated bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of Class A common stock, and could also affect the price that some investors are willing to pay for our Class A common stock. See “Description of Capital Stock—Anti-Takeover Provisions.”

Our amended and restated certificate of incorporation, which will be in effect upon the completion of this offering, will provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation, which will be in effect upon the completion of this offering, will provide that the Court of Chancery of the State of Delaware is the exclusive forum for:

• any derivative action or proceeding brought on our behalf;

• any action asserting a breach of fiduciary duty;

• any action asserting a claim against us arising under the Delaware General Corporation Law, or the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws; and

• any action asserting a claim against us that is governed by the internal-affairs doctrine.

This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction.

Our amended and restated certificate of incorporation will further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or employees, which may discourage lawsuits against us and our directors, officers and employees. If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.

39

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These risks and other factors include, but are not limited to, those listed under “Risk Factors.” In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” “would” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements concerning the following:

• changes in general economic and financial conditions, and the resulting impact on the level of discretionary consumer spending for apparel and pricing trend fluctuations, and our ability to plan for and respond to the impact of those changes;

• our ability to effectively manage any global productivity and outsourcing actions as planned, which are intended to increase productivity and efficiency in our global operations, take advantage of lower-cost service-delivery models in our distribution network and streamline our procurement practices to maximize efficiency in our global operations, without business disruption or mitigation to such disruptions;

• consequences of impacts to the businesses of our wholesale customers, including significant store closures or a significant decline in a wholesale customer’s financial condition leading to restructuring actions, bankruptcies, liquidations or other unfavorable events, caused by factors such as inability to secure financing, decreased discretionary consumer spending, inconsistent traffic patterns and an increase in promotional activity as a result of decreased traffic, pricing fluctuations, general economic and financial conditions and changing consumer preferences;

• our and our wholesale customers’ decisions to modify strategies and adjust product mix and pricing, and our ability to manage any resulting product transition costs, including liquidating inventory or increasing promotional activity;

• our ability to purchase products through our independent contract manufacturers that are made with quality raw materials and our ability to mitigate the variability of costs related to manufacturing, sourcing and raw materials supply and to manage consumer response to such mitigating actions;

• our ability to gauge and adapt to changing U.S. and international retail environments and fashion trends and changing consumer preferences in product, price-points, and in-store and digital shopping experiences;

• our ability to respond to price, innovation and other competitive pressures in the global apparel industry on and from our key customers and in our key markets;

• our ability to increase the number of dedicated stores for our products, including through opening and profitably operating company-operated stores;

• consequences of foreign currency exchange and interest rate fluctuations;

• our ability to successfully prevent or mitigate the impacts of data security breaches;

• our ability to attract and retain key executives and other key employees;

• our ability to protect our trademarks and other intellectual property;

• the impact of the variables that affect the net periodic benefit cost and future funding requirements of our postretirement benefits and pension plans;

• our dependence on key distribution channels, customers and suppliers;

• our ability to utilize our tax credits and net operating loss carryforwards;

40

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

• ongoing or future litigation matters and disputes and regulatory developments;

• the impact of the recently passed Tax Act in the United States, including related changes to our deferred tax assets and liabilities, tax obligations and effective tax rate in future periods, as well as the provisional charge recorded in the first quarter of fiscal year 2018 based on a reasonable estimate, are subject to change;

• changes in or application of trade and tax laws, potential increases in import tariffs or taxes and the potential withdrawal from or renegotiation or replacement of NAFTA; and

• political, social and economic instability or natural disasters in countries where we or our customers do business.

We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described under “Risk Factors” and elsewhere in this prospectus. These risks are not exhaustive. Other sections of this prospectus include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus forms a part with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this prospectus or to conform such statements to actual results or revised expectations, except as required by law.

41

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $        million (or approximately $        million if the underwriters exercise their option to purchase additional shares of Class A common stock from us in full) based upon an assumed initial public offering price of $        per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of Class A common stock by the selling stockholders.

A $1.00 increase (decrease) in the assumed initial public offering price of $        per share of Class A common stock, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $        million, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of Class A common stock offered by us would increase (decrease) the net proceeds to us from this offering by approximately $        million, assuming the assumed initial public offering price of $        per share remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to increase our financial flexibility and create a public market for our Class A common stock. We currently intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures. We may also use a portion of the net proceeds we receive from this offering for acquisitions or other strategic investments, although we do not currently have any plans to do so.

We will have broad discretion over how to use the net proceeds to us from this offering. We intend to invest the net proceeds to us from this offering that are not used as described above in investment-grade, interest-bearing instruments.

42

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

DIVIDEND POLICY

We have paid cash dividends on our common stock each year since 2008. We have not made a determination regarding the future payment of dividends or the amount of any such dividends. If we elect to continue to pay dividends, we will do so in the same per share amount on both our Class A common stock and Class B common stock. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our current and future debt agreements and other factors that our board of directors may deem relevant.

43

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of August 26, 2018:

• on an actual basis;

• on a pro forma basis giving effect to (i) the reclassification of our outstanding common stock into an equal number of shares of Class B common stock as if such reclassification had occurred on August 26, 2018, (ii) the filing and effectiveness of our amended and restated certificate of incorporation, which will be in effect upon the completion of this offering and (iii) the reclassification of temporary equity to additional paid-in capital as described in footnote (1) to the table below; and

• on a pro forma as adjusted basis giving effect to (i) the pro forma items described immediately above and (ii) the sale of                  shares of Class A common stock by us in this offering at an assumed initial public offering price of $        per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

44

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

You should read this table together with “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of August 26, 2018
	Actual			Pro Forma			Pro Forma     As Adjusted
	(in thousands, except share and per share data)
Cash and cash equivalents	$	612,506		$	612,506		$
Total debt, excluding capital leases	$	1,061,845		$	1,061,845		$	1,061,845
Temporary equity(1)	$	225,090		$	—		$	—
Stockholders’ equity:
Preferred stock, par value $1.00 per share; 10,000,000 shares authorized, no shares issued and outstanding, actual;          shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted	$	—		$	—		$	—
Common stock, par value $0.01 per share; 270,000,000 shares authorized, 37,615,303 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted		376			—			—
Class A common stock, par value $        per share; no shares authorized, issued and outstanding, actual;          shares authorized, no shares issued and outstanding, pro forma;          shares authorized,          shares issued and outstanding, pro forma as adjusted		—			—
Class B common stock, par value $         per share; no shares authorized, issued and outstanding, actual;          shares authorized, 37,615,303 shares issued and outstanding, pro forma;          shares authorized,          shares issued and outstanding, pro forma as adjusted		—			376
Additional paid-in capital		—			225,090
Accumulated other comprehensive loss		(413,721	)		(413,721	)
Retained earnings		1,060,158			1,060,158
Total Levi Strauss & Co. stockholders’ equity	$	646,813		$	871,903		$
Total capitalization	$	1,933,748		$	1,933,748		$

(1) Prior to this offering, the holder of shares of Class B common stock issued upon exercise or settlement of certain RSU or SAR awards may require us to repurchase such shares at certain times at the then-current market value pursuant to a contractual put right. Because these equity-classified awards may be redeemed in cash at the option of the holder, they are presented on the balance sheet outside of permanent equity, within “temporary equity.” Temporary equity reflects the redemption value of these awards, which incorporates the elapsed service period since the grant date reflecting the pattern of compensation cost recognition, as well as the fair value of the Class B common stock issued in accordance with our EIP. Upon the completion of this offering, the contractual put right related to these awards will terminate and these awards will no longer be presented in temporary equity. Accordingly, the balance in temporary equity as of immediately prior to the offering will be reclassified to additional paid-in capital upon completion of this offering. For more information regarding these awards, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Business—Anticipated Changes to our Equity Compensation Program in Connection with this Offering.”

45

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

A $1.00 increase (decrease) in the assumed initial public offering price of $        per share of Class A common stock, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $        million, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of Class A common stock offered by us would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $        million, assuming the assumed initial public offering price of $        per share remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The numbers of shares of Class A common stock and Class B common stock that will be outstanding following this offering is based on no shares of Class A common stock and 37,615,303 shares of Class B common stock outstanding as of August 26, 2018, and excludes:

• 1,770,414 shares of Class B common stock issuable pursuant to RSUs and SARs granted under our EIP that were outstanding as of August 26, 2018 that may be settled in or exercised for shares of our Class B common stock; and

•         shares of Class A common stock reserved for future issuance under our EIP, as amended and restated in connection with this offering, as well as any future increases, including annual automatic increases, in the number of shares of Class A common stock reserved for issuance thereunder, and any shares underlying outstanding stock-settled RSUs and SARs granted under our EIP that expire or are repurchased, forfeited, cancelled or withheld, as more fully described under “Equity Compensation—Elements of Compensation—Long-Term Incentives.”

46

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

DILUTION

If you invest in our Class A common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our Class A common stock immediately following the completion of this offering.

Our historical net tangible book value as of August 26, 2018 was $599.9 million, or $15.95 per share of common stock. Our historical net tangible book value per share represents our total tangible assets less our total liabilities, divided by the number of shares of common stock outstanding as of August 26, 2018.

Our pro forma net tangible book value as of August 26, 2018 was $        million, or $        per share. Pro forma net tangible book value per share represents our total tangible assets less our total liabilities, divided by the number of shares of Class A common stock and Class B common stock outstanding as of August 26, 2018, after giving effect to: (i) the reclassification of our outstanding common stock into an equal number of shares of Class B common stock as if such reclassification had occurred on August 26, 2018 and (ii) the filing and effectiveness of our amended and restated certificate of incorporation, which will be in effect upon the completion of this offering.

Our pro forma as adjusted net tangible book value represents our pro forma net tangible book value, plus the effect of the sale of                  shares of Class A common stock by us in this offering at an assumed initial public offering price of $        per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Our pro forma as adjusted net tangible book value as of August 26, 2018 was $        million, or $        per share. This amount represents an immediate increase in pro forma net tangible book value of $        per share to our existing stockholders and an immediate dilution of $        per share to investors participating in this offering. We determine dilution per share to investors participating in this offering by subtracting pro forma as adjusted net tangible book value per share after this offering from the initial public offering price per share paid by investors participating in this offering.

The following table illustrates this dilution on a per share basis to new investors:

Assumed initial public offering price per share			$
Historical net tangible book value per share as of August 26, 2018	$	15.95
Increase per share attributable to the pro forma adjustments described above
Pro forma net tangible book value per share as of August 26, 2018
Increase in pro forma net tangible book value per share attributed to new investors purchasing shares from us in this offering
Pro forma as adjusted net tangible book value per share after giving effect to this offering
Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering			$

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering. A $1.00 increase (decrease) in the assumed initial public offering price of $        per share of Class A common stock, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by approximately $        per share and

47

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

increase (decrease) the dilution to new investors by $        per share, in each case assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of Class A common stock offered by us would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by approximately $        per share and increase (decrease) the dilution to new investors by $        per share, in each case assuming the assumed initial public offering price of $        per share remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares of Class A common stock from us in full, our pro forma as adjusted net tangible book value would be $        per share, and the dilution in pro forma net tangible book value per share to new investors in this offering would be $        per share.

The following table summarizes, as of August 26, 2018, on the pro forma as adjusted basis described above, the number of shares of Class A common stock and Class B common stock, on an as-converted basis, the total consideration and the average price per share (i) paid to us by our existing stockholders and (ii) to be paid by investors purchasing Class A common stock in this offering at the assumed initial public offering price of $        per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares Purchased				Total Consideration			Weighted- Average Price Per Share
Existing stockholders		37,615,303		%	$		%	$
New investors purchasing Class A common stock				%			%
Total			100.0	%	$	100.0	%

If the underwriters exercise their option to purchase additional shares of Class A common stock from us in full, the number of shares held by existing stockholders after this offering would be reduced to     % of the total number of shares of Class A common stock and Class B common stock, on an as-converted basis, outstanding after this offering, and the number of shares held by new investors would increase to                  shares, or     % of the total number of shares of our Class A common stock and Class B common stock, on an as-converted basis, outstanding after this offering.

The numbers of shares of Class A common stock and Class B common stock that will be outstanding following this offering is based on no shares of Class A common stock and 37,615,303 shares of Class B common stock outstanding as of August 26, 2018, and excludes:

• 1,770,414 shares of Class B common stock issuable pursuant to RSUs and SARs granted under our EIP that were outstanding as of August 26, 2018 that may be settled in or exercised for shares of our Class B common stock; and

•             shares of Class A common stock reserved for future issuance under our EIP, as amended and restated in connection with this offering, as well as any future increases, including annual automatic increases, in the number of shares of Class A common stock reserved for issuance thereunder, and any shares underlying outstanding stock-settled RSUs and SARs granted under our EIP that expire or are repurchased, forfeited, cancelled or withheld, as more fully described under “Equity Compensation—Elements of Compensation—Long-Term Incentives.”

48

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

To the extent that outstanding RSUs are settled, SARs are exercised, new RSUs or SARs or other securities are issued under our equity incentive plans, or we issue additional shares of Class A common stock or Class B common stock in the future, there will be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

49

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated statements of income data and selected consolidated statements of cash flow data for fiscal years 2017 and 2016 and the selected consolidated balance sheet data as of November 26, 2017 and November 27, 2016 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated statements of income data and selected consolidated statements of cash flow data for fiscal years 2015 and 2014 and the selected consolidated balance sheet data as of November 29, 2015 and November 30, 2014 have been derived from our audited consolidated financial statements not included in this prospectus, with the exception of earnings per common share attributable to common stockholders and weighted-average common shares outstanding, which are unaudited and were not historically included in our audited financial statements. The selected consolidated statements of income data and selected consolidated statements of cash flow data for the nine months ended August 26, 2018 and August 27, 2017 and the selected consolidated balance sheet data as of August 26, 2018 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. Our unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary to state fairly the financial information set forth in those financial statements.

Our historical results are not necessarily indicative of future operating results, and our interim results are not necessarily indicative of the results to be expected for the full year or any other period. The selected financial data set forth below should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	Year Ended												Nine Months Ended
	November 26, 2017			November 27, 2016			November 29, 2015			November 30, 2014			August 26, 2018			August 27, 2017
	(in thousands, except share and per share data)
Consolidated Statements of Income Data:
Net revenues	$	4,904,030		$	4,552,739		$	4,494,493		$	4,753,992		$	3,983,580		$	3,438,237
Cost of goods sold		2,341,301			2,223,727			2,225,512			2,405,552			1,833,017			1,658,663
Gross profit		2,562,729			2,329,012			2,268,981			2,348,440			2,150,563			1,779,574
Selling, general and administrative expenses(1)		2,095,560			1,866,493			1,823,863			1,906,164			1,741,331			1,462,263
Restructuring, net		—			312			14,071			128,425			—			—
Operating income		467,169			462,207			431,047			313,851			409,232			317,311
Interest expense		(68,603	)		(73,170	)		(81,214	)		(117,597	)		(45,659	)		(52,305	)
Loss on early extinguishment of debt		(22,793	)		—			(14,002	)		(20,343	)		—			(22,793	)
Other (expense) income, net		(26,992	)		18,223			(25,433	)		(22,057	)		1,044			(32,413	)
Income before taxes		348,781			407,260			310,398			153,854			364,617			209,800
Income tax expense		64,225			116,051			100,507			49,545			176,633			42,477
Net income		284,556			291,209			209,891			104,309			187,984			167,323
Net (income) loss attributable to noncontrolling interest		(3,153	)		(157	)		(455	)		1,769			(1,940	)		(1,672	)
Net income attributable to Levi Strauss & Co.	$	281,403		$	291,052		$	209,436		$	106,078		$	186,044		$	165,651

50

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

	Year Ended												Nine Months Ended
	November 26, 2017			November 27, 2016			November 29, 2015			November 30, 2014			August 26, 2018			August 27, 2017
	(in thousands, except share and per share data)
Earnings per common share attributable to common stockholders:
Basic	$	7.48		$	7.76		$	5.59		$	2.83		$	4.93		$	4.40
Diluted	$	7.32		$	7.60		$	5.45		$	2.79		$	4.80		$	4.31
Weighted-average common shares outstanding:
Basic		37,617,735			37,514,156			37,483,182			37,477,300			37,717,102			37,623,890
Diluted		38,433,833			38,285,294			38,412,202			38,059,608			38,774,357			38,396,083
Consolidated Statements of Cash Flow Data:
Net cash flow provided by (used for):
Operating activities	$	525,941		$	306,550		$	218,332		$	232,909		$	204,759		$	294,451
Investing activities		(124,391	)		(68,348	)		(80,833	)		(71,849	)		(119,706	)		(75,609	)
Financing activities		(151,733	)		(173,549	)		(94,895	)		(341,676	)		(95,763	)		(112,404	)

(1) The period ended November 26, 2017 includes an out-of-period adjustment that increased selling, general and administrative expenses by $8.3 million and decreased income tax expense and net income by $3.2 million and $5.1 million, respectively. This item, which originated in prior years, relates to the correction of the periods used for the recognition of stock-based compensation expense associated with employees eligible to vest in awards after retirement. We have evaluated the effects of this out-of-period adjustment, both qualitatively and quantitatively, and concluded that the correction of this amount was not material to the current period or the periods in which they originated, including quarterly reporting.

	As of
	August 26, 2018		November 26, 2017		November 27, 2016		November 29, 2015		November 30, 2014
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	612,506	$	633,622	$	375,563	$	318,571	$	298,255
Working capital		1,153,960		1,118,157		942,019		681,982		603,202
Total assets		3,417,677		3,357,838		2,995,470		2,844,395		2,906,901
Total debt, excluding capital leases		1,061,845		1,077,311		1,045,178		1,152,541		1,209,624
Temporary equity		225,090		127,035		79,346		68,783		77,664
Total capital leases		17,216		17,878		16,811		12,907		12,142
Total Levi Strauss & Co. stockholders’ equity		646,813		696,910		509,555		330,268		153,243

Non-GAAP Financial Measures

To supplement our consolidated financial statements prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to provide investors with additional useful information about our financial performance, to enhance the overall understanding of our past performance and future prospects and to allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We are presenting these non-GAAP financial measures to assist investors in seeing our financial performance from management’s view and because we believe they provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

However, non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, non-GAAP financial measures may be

51

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies. As a result, non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, our consolidated financial statements prepared and presented in accordance with GAAP.

	Year Ended								Nine Months Ended
	November 26, 2017		November 27, 2016		November 29, 2015		November 30, 2014		August 26, 2018			August 27, 2017
	(dollars in thousands)
Non-GAAP financial measures:
Adjusted EBIT	$	488,949	$	479,730	$	478,640	$	500,517	$	436,250		$	326,537
Adjusted EBITDA		606,336		583,608		580,684		609,991		528,380			422,155
Adjusted free cash flow		284,386		158,212		74,298		118,012		(13,720	)		148,648
Net debt		443,689		669,615		833,970		925,747		449,339			577,985
Leverage ratio		1.8x		1.8x		2.0x		2.0x		1.5x			1.8x

Adjusted EBIT and Adjusted EBITDA

We define Adjusted EBIT, a non-GAAP financial measure, as net income excluding income tax expense, interest expense, loss on early extinguishment of debt, other expense (income), net, charges related to the transition to being a public company, impact of changes in fair value on cash-settled stock-based compensation, restructuring and related charges, severance and asset impairment charges, net, and pension and postretirement benefit plan curtailment and net settlement losses (gains). We define Adjusted EBITDA as Adjusted EBIT excluding depreciation and amortization expense. We believe Adjusted EBIT and Adjusted EBITDA are useful to investors because they help identify underlying trends in our business that could otherwise be masked by certain expenses that we include in calculating net income but that can vary from company to company depending on its financing, capital structure and the method by which its assets were acquired, and can also vary significantly from period to period. Our management also uses Adjusted EBIT in conjunction with other GAAP financial measures for planning purposes, including as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance.

Adjusted EBIT and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results prepared and presented in accordance with GAAP. Some of these limitations include:

• Adjusted EBIT and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our indebtedness, which reduces cash available to us;

• Adjusted EBIT and Adjusted EBITDA do not reflect income tax payments that reduce cash available to us;

• Adjusted EBIT and Adjusted EBITDA exclude other expense (income) net, which has primarily consisted of realized and unrealized gains and losses on our forward foreign exchange contracts and transaction gains and losses on our foreign exchange balances, although these items affect the amount and timing of cash available to us when these gains and losses are realized;

• Adjusted EBIT and Adjusted EBITDA exclude restructuring and related charges, severance and asset impairment charges and pension and postretirement benefit claim curtailment and net settlement losses, each of which can affect our current and future cash requirements;

• Adjusted EBIT and Adjusted EBITDA exclude the expense resulting from the impact of changes in fair value on our cash-settled stock-based compensation awards, even though, prior to consummation of this offering, such awards were required to be settled in cash;

52

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

• the expenses and other items that we exclude in our calculations of Adjusted EBIT and Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBIT or Adjusted EBITDA or similarly titled measures; and

• Adjusted EBITDA excludes the recurring, non-cash expenses of depreciation of property and equipment and, although these are non-cash expenses, the assets being depreciated may need to be replaced in the future.

Because of these limitations, Adjusted EBIT and Adjusted EBITDA should be considered along with net income and other operating and financial performance measures prepared and presented in accordance with GAAP.

The following table presents a reconciliation of net income, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted EBIT and Adjusted EBITDA for each of the periods presented.

	Year Ended									Nine Months Ended
	November 26, 2017		November 27, 2016			November 29, 2015		November 30, 2014		August 26, 2018			August 27, 2017
	(in thousands)
Net income	$	284,556	$	291,209		$	209,891	$	104,309	$	187,984		$	167,323
Income tax expense		64,225		116,051			100,507		49,545		176,633			42,477
Interest expense		68,603		73,170			81,214		117,597		45,659			52,305
Loss on early extinguishment of debt		22,793		0			14,002		20,343		0			22,793
Other expense (income), net		26,992		(18,223	)		25,433		22,057		(1,044	)		32,413
Charges related to the transition to being a public company(1)		0		0			0		0		0			0
Impact of changes in fair value on cash-settled stock based compensation(2)		8,187		0			0		0		23,165			2,799
Restructuring and related charges, severance and asset impairment charges, net		13,361		17,614			46,982		152,653		3,905			6,206
Pension and postretirement benefit plan curtailment and net settlement losses (gains)(3)		232		(91	)		611		34,013		(52	)		221
Adjusted EBIT	$	488,949	$	479,730		$	478,640	$	500,517	$	436,250		$	326,537
Depreciation and amortization		117,387		103,878			102,044		109,474		92,130			85,618
Adjusted EBITDA	$	606,336	$	583,608		$	580,684	$	609,991	$	528,380		$	422,155

(1) Includes fees and expenses in connection with our transition to being a public company, including incremental audit and legal fees associated with being a public company.

(2) Includes the impact of the changes in fair value of Class B common stock following the grant date on cash-settled awards, which are classified as liabilities. After this offering, we anticipate that we will no longer grant cash-settled awards and will instead grant stock-settled awards to our employees. As a result, the liabilities and stock-based compensation expense subject to the variability of the fair market value at the end of each reporting period would be replaced by stock-based compensation expense based on the grant-date fair value of the awards.

(3) Includes non-cash pension curtailment and settlement charges.

53

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Leverage Ratio and Net Debt

We define leverage ratio, a non-GAAP financial measure, as the ratio of total debt to the last 12 months Adjusted EBITDA. We define net debt, a non-GAAP financial measure, as total debt, excluding capital leases, less cash and cash equivalents. Our management believes that leverage ratio and net debt are important measures to monitor our financial flexibility and evaluate the strength of our balance sheet. Leverage ratio and net debt have limitations as analytical tools and may vary from similarly titled measures used by other companies. Leverage ratio and net debt should not be considered in isolation or as substitutes for an analysis of our results prepared and presented in accordance with GAAP.

The following table presents a reconciliation of total debt, excluding capital leases, the most directly comparable financial measure calculated in accordance with GAAP, to net debt for each of the periods presented.

	Year Ended								Nine Months Ended
	November 26, 2017		November 27, 2016		November 29, 2015		November 30, 2014		August 26, 2018		August 27, 2017
	(in thousands)
Total debt, excluding capital leases	$	1,077,311	$	1,045,178	$	1,152,541	$	1,209,624	$	1,061,845	$	1,069,274
Cash and cash equivalents		633,622		375,563		318,571		298,255		612,506		491,289
Net debt	$	443,689	$	669,615	$	833,970	$	911,369	$	449,339	$	577,985

Adjusted Free Cash Flow

We define adjusted free cash flow, a non-GAAP financial measure, as net cash flow from operating activities less purchases of property, plant and equipment, less payments (plus proceeds) on settlement of forward foreign exchange contracts not designated for hedge accounting, and less payment of debt extinguishment costs, repurchases of common stock, including shares surrendered for tax withholdings on equity award exercises, and cash dividends to stockholders. We believe adjusted free cash flow is an important liquidity measure of the cash that is available after capital expenditures for operational expenses and investment in our business. We believe adjusted free cash flow is useful to investors because it measures our ability to generate or use cash. Once our business needs and obligations are met, cash can be used to maintain a strong balance sheet and invest in future growth.

Our use of adjusted free cash flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results under GAAP. First, adjusted free cash flow is not a substitute for net cash flow from operating activities. Second, other companies may calculate adjusted free cash flow or similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of adjusted free cash flow as a tool for comparison. Additionally, the utility of adjusted free cash flow is further limited as it does not reflect our future contractual commitments and does not represent the total increase or decrease in our cash balance for a given period. Because of these and other limitations, adjusted free cash flow should be considered along with net cash flow from operating activities and other comparable financial measures prepared and presented in accordance with GAAP.

54

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

The following table presents a reconciliation of net cash flow from operating activities, the most directly comparable financial measure calculated in accordance with GAAP, to adjusted free cash flow for each of the periods presented.

	Year Ended												Nine Months Ended
	November 26, 2017			November 27, 2016			November 29, 2015			November 30, 2014			August 26, 2018			August 27, 2017
	(in thousands)
Net cash flow provided by operating activities		525,941			306,550			218,332			232,909			204,759			294,451
Purchase of property, plant and equipment		(118,778	)		(102,950	)		(104,579	)		(73,396	)		(99,260	)		(75,793	)
(Payments) proceeds on settlement of forward foreign exchange contracts not designated for hedge accounting		(5,773	)		17,175			14,720			(6,184	)		(20,446	)		184
Payment of debt extinguishment costs		(21,902	)		—			—			—			—			(21,902	)
Repurchases of common stock, including shares surrendered for tax withholdings on equity award exercises		(25,102	)		(2,563	)		(4,175	)		(5,314	)		(53,773	)		(13,292	)
Dividends to stockholders		(70,000	)		(60,000	)		(50,000	)		(30,003	)		(45,000	)		(35,000	)
Adjusted free cash flow	$	284,386		$	158,212		$	74,298		$	118,012		$	(13,720	)	$	148,648
Net cash flow used in financing activities	$	(151,733	)	$	(173,549	)	$	(94,895	)	$	(341,676	)	$	(95,763	)	$	(112,404	)
Net cash flow used in investing activities		(124,391	)		(68,348	)		(80,833	)		(71,849	)		(119,706	)		(75,609	)

Constant-Currency

We report our operating results in accordance with GAAP, as well as on a constant-currency basis in order to facilitate period-to-period comparisons of our results without regard to the impact of fluctuating foreign currency exchange rates. The term foreign currency exchange rates refers to the exchange rates we use to translate our operating results for all countries where the functional currency is not the U.S. Dollar into U.S. Dollars. Because we are a global company, foreign currency exchange rates used for translation may have a significant effect on our reported results. In general, our reported financial results are affected positively by a weaker U.S. Dollar and are affected negatively by a stronger U.S. Dollar as compared to the foreign currencies in which we conduct our business. References to our operating results on a constant-currency basis mean our operating results without the impact of foreign currency exchange rate fluctuations.

We believe disclosure of constant-currency results is helpful to investors because it facilitates period-to-period comparisons of our results by increasing the transparency of our underlying performance by excluding the impact of fluctuating foreign currency exchange rates. We calculate constant-currency amounts by translating local currency amounts in the prior-year period at actual foreign exchange rates for the current period.

Our constant-currency results do not eliminate the transactional currency impact of purchases and sales of products in a currency other than the functional currency.

55

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

The following table sets forth the calculation of net revenues for each of our regional operating segments on a constant-currency basis for each of the periods presented.

	Year Ended								Nine Months Ended
	November 26, 2017		November 27, 2016			% Increase (Decrease)			August 26, 2018		August 27, 2017			% Increase (Decrease)
	(dollars in thousands)
Net revenues:
Total Revenues
As reported	$	4,904,030	$	4,552,739			7.7	%	$	3,983,580	$	3,438,237			15.9	%
Impact of foreign currency exchange rates		—		10,578			—			—		76,011			—
Constant-currency	$	4,904,030	$	4,563,317			7.5	%	$	3,983,580	$	3,514,248			13.4	%
Americas
As reported	$	2,774,050	$	2,683,009			3.4	%	$	2,119,820	$	1,918,657			10.5	%
Impact of foreign currency exchange rates		—		(394	)		—			—		(445	)		—
Constant-currency	$	2,774,050	$	2,682,615			3.4	%	$	2,119,820	$	1,918,212			10.5	%
Europe
As reported	$	1,312,276	$	1,091,362			20.2	%	$	1,225,295	$	938,719			30.5	%
Impact of foreign currency exchange rates		—	$	12,799			—			—		64,166			—
Constant-currency	$	1,312,276	$	1,104,161			18.8	%	$	1,225,295	$	1,002,885			22.2	%
Asia
As reported	$	817,704	$	778,369			5.1	%	$	638,465	$	580,861			9.9	%
Impact of foreign currency exchange rates		—		(1,828	)		—			—		12,290			—
Constant-currency	$	817,704	$	776,541			5.3	%	$	638,465	$	593,151			7.6	%

56

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements.

We use a 52- or 53-week fiscal year, with each fiscal year ending on the Sunday that is closest to November 30 of that year. See “—Financial Information Presentation—Fiscal Year.”

Overview

We are an iconic American company with a rich history of profitable growth, quality, innovation and corporate citizenship. Our story began in San Francisco, California in 1853 as a wholesale dry goods business. We invented the blue jean 20 years later. Today we design, market and sell products that include jeans, casual and dress pants, tops, shorts, skirts, jackets, footwear and related accessories for men, women and children around the world under our Levi’s, Dockers, Signature by Levi Strauss & Co. and Denizen brands. With $4.9 billion in net revenues, and sales in more than 110 countries in fiscal year 2017, we are one of the world’s leading apparel companies.

Our business is operated through three geographic regions that comprise our three reporting segments: the Americas; Europe; and Asia, which includes the Middle East and Africa. We service consumers through our global infrastructure, developing, sourcing and marketing our products around the world. Our Americas, Europe and Asia segments contributed 57%, 26% and 17%, respectively, of our net revenues and 65%, 25% and 10%, respectively, of our total regional operating income in fiscal year 2017.

Our iconic, enduring brands are brought to life every day around the world by our talented and creative employees and partners. The Levi’s brand epitomizes classic, authentic American style and effortless cool. We have cultivated Levi’s as a lifestyle brand that is inclusive and democratic in the eyes of consumers while offering products that feel exclusive, personalized and original. This approach has enabled the Levi’s brand to evolve with the times and continually reach a new, younger audience, while our rich heritage continues to drive relevance and appeal across demographics. The Dockers brand helped drive “Casual Friday” in the 1990s and has been a cornerstone of casual menswear for more than 30 years. The Signature by Levi Strauss & Co. and Denizen brands, which we developed for value-conscious consumers, offer quality craftsmanship and great fit and style at affordable prices.

We recognize wholesale revenue from sales of our products through third-party retailers such as department stores, specialty retailers, leading third-party eCommerce sites and franchise locations dedicated to our brands. We also sell our products directly to consumers through a variety of formats, including our own company-operated mainline and outlet stores, company-operated eCommerce sites and select shop-in-shops located in department stores and other third-party retail locations. As of August 26, 2018, our products were sold in over 50,000 retail locations, including approximately 2,900 brand-dedicated stores and shop-in-shops. As of August 26, 2018, we had 798 company-operated stores and approximately 500 company-operated shop-in-shops. In the first nine months of fiscal year 2018, our wholesale and DTC channels generated 64% and 36% of our net revenues, respectively, with our company-operated eCommerce sites representing 4% of overall net revenues.

57

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Factors Affecting Our Business

We believe the key business and marketplace factors that are impacting our business include the following:

• Factors that impact consumer discretionary spending, which remains volatile globally, continue to create a complex and challenging retail environment for us and our customers, characterized by unpredictable traffic patterns and a general promotional environment. In developed economies, mixed real wage growth and shifting in consumer spending also continue to pressure global discretionary spending. Consumers continue to focus on value pricing and convenience with the off-price retail channel remaining strong and increased expectations for real-time delivery.

• The diversification of our business model across regions, channels, brands and categories affects our gross margin. For example, if our sales in higher gross margin business regions, channels, brands and categories grow at a faster rate than in our lower gross margin business regions, channels, brands and categories, we would expect a favorable impact to aggregate gross margin over time. Gross margin in Europe is generally higher than in our other two segments. Sales directly to consumers generally have higher gross margins than sales through third parties, although these sales typically have higher selling expenses. Value brands, which are focused on the value-conscious consumer, generally generate lower gross margin. Enhancements to our existing product offerings, or our expansion into new products categories, may also impact our future gross margin.

• More competitors are seeking growth globally, thereby increasing competition across regions. Some of these competitors are entering markets where we already have a mature business such as the United States, Mexico, Western Europe and Japan, and may provide consumers discretionary purchase alternatives or lower-priced apparel offerings.

• Wholesaler/retailer dynamics and wholesale channels remain challenged by mixed growth prospects due to increased competition from eCommerce shopping, pricing transparency enabled by the proliferation of online technologies and vertically-integrated specialty stores. Retailers, including our top customers, have in the past and may in the future decide to consolidate, undergo restructurings or rationalize their stores, which could result in a reduction in the number of stores that carry our products.

• Many apparel companies that have traditionally relied on wholesale distribution channels have invested in expanding their own retail store and eCommerce distribution and consumer-facing technologies, which has increased competition in the retail market.

• Competition for, and price volatility of, resources throughout the supply chain have increased, causing us and other apparel manufacturers to continue to seek alternative sourcing channels and create new efficiencies in our global supply chain. Trends affecting the supply chain include the proliferation of lower-cost sourcing alternatives, resulting in reduced barriers to entry for new competitors, and the impact of fluctuating prices of labor and raw materials as well as the consolidation of suppliers. Trends such as these can bring additional pressure on us and other wholesalers and retailers to shorten lead-times, reduce costs and raise product prices.

• Foreign currencies continue to be volatile. Significant fluctuations of the U.S. Dollar against various foreign currencies, including the Euro, British Pound and Mexican Peso, will impact our financial results, affecting translation and revenue, operating margins and net income.

• The current environment has introduced greater uncertainty with respect to potential tax and trade regulations. Most recently, the United States enacted new tax legislation, which is intended to stimulate economic growth and capital investments in the United States by, among

58

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

other provisions, lowering tax rates for both corporations and individuals. In addition, the current domestic and international political environment, including changes to other U.S. policies related to global trade and tariffs, have resulted in uncertainty surrounding the future state of the global economy. Such changes may require us to modify our current sourcing practices, which may impact our product costs and, if not mitigated, could have a material adverse effect on our business and results of operations.

These factors contribute to a global market environment of intense competition, constant product innovation and continuing cost pressure, and combine with the continuing global economic conditions to create a challenging commercial and economic environment. We evaluate these factors as we develop and execute our strategies.

Seasonality

We typically achieve our largest quarterly revenues in the fourth fiscal quarter. In fiscal year 2016, our net revenues in the first, second, third and fourth quarters represented 23%, 22%, 26% and 29%, respectively, of our total net revenues. In fiscal year 2017, our net revenues in the first, second, third and fourth quarters represented 22%, 22%, 26% and 30%, respectively, of our total net revenues.

We typically achieve a significant amount of revenues from our DTC channel on the Friday following Thanksgiving Day, which is commonly referred to as Black Friday. Due to the timing of our fiscal year-end, a particular fiscal year might include one, two or no Black Fridays, which could impact our net revenues for the fiscal year. Each of fiscal years 2016 and 2017 included, and fiscal year 2018 will include, one Black Friday. Fiscal year 2019 will have no Black Friday, while fiscal year 2020 will have two Black Fridays.

Effects of Inflation

We believe inflation in the regions where most of our sales occur has not had a significant effect on our net revenues or profitability.

Anticipated Changes to our Equity Compensation Program in Connection with this Offering

Equity-Settled Awards

Historically, we have granted stock-settled SARs and RSUs only to a small group of our senior executives and members of our board of directors. We recognize stock-based compensation expense for these share-based awards, which are classified as equity in our consolidated financial statements, based on the grant date fair value of the awards over the requisite service period, adjusted for estimated forfeitures. Prior to this offering, the holder of shares of Class B common stock issued upon exercise or settlement of these awards may require us to repurchase such shares at the then-current market value pursuant to a contractual put right. These put rights may only be exercised with respect to shares that have been held by the participant for at least six months since their issuance date, thus exposing the holder to risks and rewards of ownership for a reasonable period of time. Additionally, prior to an IPO, we have the right to repurchase the shares of our Class B common stock held by a participant at the then-current fair market value pursuant to a contractual call right. As with the put rights, call rights may only be exercised with respect to shares of Class B common stock that have been held by a participant for at least six months following their issuance date.

Because these equity-classified awards may be redeemed in cash at the option of the holder, they are presented on the balance sheet outside of permanent equity, within “temporary equity.” Temporary equity reflects the redemption value of these awards, which incorporates the elapsed

59

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

service period since the grant date reflecting the pattern of compensation cost recognition, as well as the fair value of the common stock issued in accordance with our EIP. The increase in temporary equity from $127.0 million on November 26, 2017 to $225.1 million on August 26, 2018 was primarily due to appreciation in the fair value of our common stock, partially offset by $53.8 million used for repurchases of common stock, including shares surrendered for tax withholdings on equity award exercises. These changes in value reflected in temporary equity have no impact on our compensation expense or net income.

In accordance with the existing terms of our EIP and these awards, the contractual put and call arrangements will terminate upon the completion of this offering. As a result, equity-classified awards will be classified as a component of permanent equity and we will no longer present any equity-classified awards as temporary equity upon the completion of this offering.

Cash-Settled Awards

Cash-settled awards, which include cash-settled RSUs, which we also refer to as phantom stock, have historically been granted to various levels of our management who are not executive officers. Because these awards may only be settled in cash, these awards are classified as liabilities, and included within “Accrued salaries, wages and employee benefits” or “Other long-term liabilities” in our consolidated balance sheets.

For these cash-settled awards, stock-based compensation is measured using the fair market value at the end of each reporting period until settlement. As of August 26, 2018, $39.3 million was reflected as a current liability and expected to be settled in the first quarter of fiscal year 2019 and $28.4 million was reflected as a long-term liability and expected to be settled in fiscal years 2020 through 2022. Our stock-based compensation expense related to these awards increased to $44.5 million for the nine months ended August 26, 2018 from $16.2 million for the same prior-year period, mostly as a result of an increase in the fair value of our common stock at the end of each reporting period. Our stock-based compensation expense related to these awards increased to $31.3 million in fiscal year 2017 from $11.0 million in fiscal year 2016, most of which increase was recorded in the second half of fiscal year 2017 as a result of an increase in the fair value of our common stock.

As permitted by our EIP and in connection with this offering, we are evaluating a variety of stock-compensation programs, including cancelling all or a portion of these awards in the first quarter of fiscal year 2019 and replacing them in total or in part with comparable RSUs, or other stock-based compensation awards, that settle in stock. In addition, after this offering, we anticipate that we will no longer grant cash-settled awards and will instead grant stock-settled awards to our management employees. As a result, the liabilities and stock-based compensation expense subject to the variability of the fair market value at the end of each reporting period would be replaced with stock-based compensation expense based on the grant-date fair value of the awards and recorded as an increase to equity.

Financial Information Presentation

Fiscal Year

We use a 52- or 53-week fiscal year, with each fiscal year ending on the Sunday that is closest to November 30 of that year. Certain of our foreign subsidiaries have fiscal years ending on November 30. Each fiscal year generally consists of four 13-week quarters, with each quarter ending on the Sunday that is closest to the last day of the last month of that quarter. Each of fiscal years 2019, 2018, 2017 and 2016 included or will include 52 weeks of operations, and each quarter of fiscal years 2019, 2018, 2017 and 2016 consisted or will consist of 13 weeks. Fiscal year 2020 will include 53

60

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

weeks of operations, with the fourth quarter consisting of 14 weeks and each other quarter consisting of 13 weeks.

Segments

We manage our business according to three regional segments: the Americas; Europe; and Asia, which includes the Middle East and Africa.

Classification

Our classification of certain significant revenues and expenses reflects the following:

• Net revenues comprise net sales and licensing revenues. Net sales include sales of products to wholesale customers, including franchised stores, and direct sales to consumers at our company-operated stores and shop-in-shops located within department stores and other third-party locations, as well as company-operated eCommerce sites. Net revenues include discounts, allowances for estimated returns and incentives. Licensing revenues, which include revenues from the use of our trademarks in connection with the manufacturing, advertising and distribution of trademarked products by third-party licensees, are earned and recognized as products are sold by licensees based on royalty rates as set forth in the applicable licensing agreements.

• Cost of goods sold primarily comprises product costs, labor and related overhead, sourcing costs, inbound freight, internal transfers and the cost of operating our remaining manufacturing facilities, including the related depreciation expense. On both a reported and constant-currency basis, cost of goods sold reflects the transactional currency impact resulting from the purchase of products in a currency other than the functional currency.

• Selling expenses include, among other things, all occupancy costs and depreciation associated with our company-operated stores and commissions associated with our company-operated shop-in-shops, as well as costs associated with our eCommerce operations.

• We reflect substantially all distribution costs in selling, general and administrative expenses, or SG&A, including costs related to receiving and inspection at distribution centers, warehousing, shipping to our customers, handling and certain other activities associated with our distribution network.

Constant-Currency

We report our operating results in accordance with GAAP, as well as on a constant-currency basis in order to facilitate period-to-period comparisons of our results without regard to the impact of fluctuating foreign currency exchange rates. For additional information regarding our constant-currency results, which are non-GAAP financial measures, see “Selected Consolidated Financial Data—Non-GAAP Financial Measures.”

61

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Results of Operations

Comparison of the Nine Months Ended August 26, 2018 and August 27, 2017

The following table sets forth, for the periods indicated, our consolidated statements of income, the changes in these items from period to period and these items expressed as a percentage of net revenues.

	Nine Months Ended
	August 26, 2018			August 27, 2017			% Increase (Decrease)			August 26, 2018 % of Net Revenues			August 27, 2017 % of Net Revenues
	(dollars in millions)
Net revenues	$	3,983.6		$	3,483.3			15.9			100.0	%		100.0	%
Cost of goods sold		1,833.0			1,658.7			10.5			46.0			48.2
Gross profit		2,150.6			1,779.6			20.8			54.0			51.8
Selling, general and administrative expenses		1,741.4			1,462.3			19.1			43.7			42.5
Operating income		409.2			317.3			29.0			10.3			9.2
Interest expense		(45.6	)		(52.3	)		(12.8	)		(1.1	)		(1.5	)
Loss on early extinguishment of debt		—			(22.8	)		(100.0	)		—			(0.7	)
Other income (expense), net		1.0			(32.4	)		(103.1	)		*			(0.9	)
Income before income taxes		364.6			209.8			73.8			9.2			6.1
Income tax expense		176.6			42.5			315.5			4.4			1.2
Net income		188.0			167.3			12.4			4.7			4.9
Net income attributable to noncontrolling interest		(2.0	)		(1.7	)		17.6			(0.1	)		*
Net income attributable to Levi Strauss & Co.	$	186.0		$	165.6			12.3			4.7	%		4.8	%

* Not meaningful

Net Revenues

The following table presents net revenues by reporting segment for the periods indicated and the changes in net revenues by reporting segment on both reported and constant-currency bases from period to period.

	Nine Months Ended
					% Increase (Decrease)
	August 26, 2018		August 27, 2017		As Reported		Constant Currency
	(dollars in millions)
Net revenues:
Americas	$	2,119.8	$	1,918.7		10.5		10.5
Europe		1,225.3		938.7		30.5		22.2
Asia		638.5		580.9		9.9		7.6
Total net revenues	$	3,983.6	$	3,483.3		15.9		13.4

62

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Total net revenues increased on both a reported and constant-currency basis for the nine months ended August 26, 2018, as compared to the same prior-year period.

Americas.    On both a reported basis and constant-currency basis, net revenues in our Americas region increased for the nine months ended August 26, 2018, with currency not having a significant impact. The increase in net revenues was due to the strong performance within our company-operated retail network, primarily due to increased traffic and conversion, as well as 26 more stores in operation as of August 26, 2018 than as of August 27, 2017. Additionally, increases in Levi’s women’s products and Signature by Levi Strauss & Co. products, as well as growth in our Mexico business, contributed to the wholesale growth in this region. Overall, the general continued improvement in the U.S. retail environment contributed to higher wholesale revenues.

Europe.    Net revenues in Europe increased on both a reported basis and constant-currency basis for the nine months ended August 26, 2018, with currency affecting net revenues favorably by approximately $64 million. Constant-currency net revenues increased as a result of strong performance in all channels, including wholesale, company-operated retail and franchised stores. Growth in all channels reflects the strength of the brand and expanded product assortment across the customer base, particularly in Levi’s tops and women’s products. Additionally, growth in company-operated retail was the result of strong performance, as well as 13 more stores in operation as of August 26, 2018 than as of August 27, 2017.

Asia.    Net revenues in Asia, which includes the Middle East and Africa, increased on both a reported and constant-currency basis for the nine months ended August 26, 2018, with currency affecting net revenues favorably by approximately $12 million. Excluding the effects of currency, the increase in net revenues was primarily due to the expansion and strong performance of our company-operated retail network, which included 26 more stores as of August 26, 2018 than as of August 27, 2017. Wholesale revenues in the nine months ended August 26, 2018 increased, particularly in Australia, New Zealand and India, which was partially offset by lower franchised store revenues. Wholesale revenues in Japan also increased during the nine months ended August 26, 2018.

Gross Profit

The following table shows consolidated gross profit and gross margin for the periods indicated and the changes in these items from period to period.

	Nine Months Ended
	August 26, 2018			August 27, 2017			% Increase (Decrease)
	(dollars in millions)
Net revenues	$	3,983.6		$	3,483.3			15.9
Cost of goods sold		1,833.0			1,658.7			10.5
Gross profit	$	2,150.6		$	1,779.6			20.8
Gross margin		54.0	%		51.8	%

Currency impacted gross profit favorably by approximately $49.0 million for the nine months ended August 26, 2018. Gross margin increased primarily due to growth in higher margin company-operated retail and international revenues, as well as favorable transactional currency impacts.

63

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Selling, General and Administrative Expenses

The following table shows SG&A for the periods indicated, the changes in these items from period to period and these items expressed as a percentage of net revenues.

	Nine Months Ended
	August 26, 2018		August 27, 2017		% Increase (Decrease)		August 26, 2018 % of Net Revenues			August 27, 2017 % of Net Revenues
	(dollars in millions)
Selling	$	760.1	$	635.8		19.6		19.1	%		18.5	%
Advertising and promotion		251.7		194.5		29.4		6.3			5.7
Administration		345.6		291.0		18.8		8.7			8.5
Other		384.0		341.0		12.6		9.6			9.9
Total SG&A	$	1,741.4	$	1,462.3		19.1		43.7	%		42.5	%

Currency impacted SG&A unfavorably by approximately $31.0 million for the nine months ended August 26, 2018.

Selling.    Currency impacted selling expenses unfavorably by approximately $18.0 million for the nine months ended August 26, 2018. Higher selling expenses primarily reflected costs associated with the growth and expansion of our DTC channel, including increased investment in new and existing company-operated stores and eCommerce technology. We had 65 more company-operated stores as of August 26, 2018 than we did as of August 27, 2017.

Advertising and promotion.    Currency had an unfavorable impact of approximately $4.0 million on advertising and promotion expenses for the nine months ended August 26, 2018. Advertising and promotion expenses increased due to incremental investments in advertising.

Administration.    Administration expenses include functional administrative and organization costs. Currency had an unfavorable impact of approximately $4.0 million on administration expenses for the nine months ended August 26, 2018. As compared to the same prior-year period, administration expenses reflected higher incentive compensation, including stock-based compensation, reflecting outperformance against our internally set objectives. Our stock-based compensation expense related to cash-settled awards increased to $44.5 million for the nine months ended August 26, 2018 from $16.2 million for the same prior-year period, mostly as a result of an increase in the fair value of our common stock during the period. In addition, the third quarter of fiscal year 2017 included an adjustment of $9.5 million relating to stock-based compensation expense, of which $8.3 million related to prior years, for the correction of the periods used for the recognition of stock-based compensation expense associated with employees eligible to vest in awards after retirement.

Other.    Other SG&A includes distribution, information resources and marketing organization costs. Currency had an unfavorable impact of approximately $5.0 million for the nine months ended August 26, 2018. The increase in SG&A other costs was primarily due to a $23.5 million increase in distribution costs as a result of higher wholesale volume and an $11.7 million increase in information technology expenses due to additional costs to support technology infrastructure.

64

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Operating Income

The following table shows operating income by reporting segment and corporate expenses for the periods indicated, the changes in these items from period to period and these items expressed as a percentage of net revenues.

	Nine Months Ended
	August 26, 2018			August 27, 2017			% Increase		August 26, 2018 % of Net Revenues			August 27, 2017 % of Net Revenues
	(dollars in millions)
Operating income:
Americas	$	370.9		$	347.0			6.6		17.5	*		18.1	*
Europe		245.3			160.8			52.5		20.0	*		17.1	*
Asia		71.8			56.7			26.6		11.2	*		9.8	*
Total regional operating income		688.0			565.4			21.7		17.3			16.4
Corporate expenses		278.8			248.1			12.4		7.0			7.2
Total operating income	$	409.2		$	317.3			29.0		10.3			9.2
Operating margin		10.3	%		9.2	%

* Percentage of corresponding region net revenues

Currency affected total operating income favorably by approximately $18 million for the nine months ended August 26, 2018.

Regional Operating Income

• Americas.    Currency did not have a significant impact for the nine months ended August 26, 2018. The increase in operating income was primarily due to higher net revenues as a result of strong performance of our company-operated retail network and wholesale business, partially offset by higher SG&A expense as a result of an increase in occupancy costs and an increased investment in advertising.

• Europe.    Currency had a favorable impact of approximately $16.0 million for the nine months ended August 26, 2018. The increase in operating income was due to higher net revenues across all channels, partially offset by higher selling costs and an increased investment in advertising.

• Asia.    Currency had a favorable impact of approximately $3.0 million for the nine months ended August 26, 2018. The increase in operating income was due to higher net revenues and gross margin, partially offset by higher SG&A expense to support retail expansion.

Corporate.    Corporate expenses represent costs that management does not attribute to any of our regional operating segments. Included in corporate expenses are other corporate staff costs and costs associated with our global inventory sourcing organization. Currency did not have a significant impact on corporate expenses for the nine months ended August 26, 2018. The increase in corporate expenses was primarily due to an increase in administration expenses relating to incentive compensation, partially offset by purchasing variances related to our global sourcing organization’s procurement of inventory on behalf of our regions.

Interest Expense

Interest expense was $45.6 million for the nine months ended August 26, 2018, as compared to $52.3 million for the same prior-year period. The decrease in interest expense was primarily related to

65

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

lower average borrowing rates in the nine months ended August 26, 2018 resulting from our debt refinancing activities during the second quarter of fiscal year 2017.

Our weighted-average interest rate on average borrowings outstanding during the nine months ended August 26, 2018 was 5.00%, as compared to 5.80% for the same prior-year period.

Loss on Early Extinguishment of Debt

During the nine months ended August 27, 2017, we recorded a $22.8 million loss on early extinguishment of debt as a result of our debt refinancing activities during the second quarter of fiscal year 2017. The loss included $21.9 million of tender and call premiums on the retirement of the debt.

Other Income (Expense), Net

Other income (expense), net, primarily consists of foreign exchange management activities and transactions. For the nine months ended August 26, 2018, we recorded income of $1.0 million, as compared to expense of $32.4 million for the same prior-year period. The income primarily reflected net losses on our foreign currency denominated balances which were more than offset by investment interest generated from money market funds and net gains on our foreign exchange management activities. The expense in the same prior-year period primarily reflected net losses on our foreign exchange derivatives, partially offset by net gains on our foreign currency denominated balances.

Income Tax Expense

On December 22, 2017, the Tax Act was enacted in the United States. The Tax Act introduced many changes, including lowering the U.S. corporate tax rate from 35% to 21%, changes in incentives, provisions to prevent U.S. base erosion and significant changes in the taxation of international income, and provisions that allow for the repatriation of foreign earnings without U.S. tax. By operation of tax law, we will apply a blended U.S. statutory federal income tax rate of 22.4% for fiscal year 2018 based on the pro rata number of days in the fiscal year before and after the effective date of the Tax Act. The enactment of the Tax Act resulted in a provisional charge of $129.6 million to tax expense for the nine months ended August 26, 2018. This charge was comprised of a $91.5 million re-measurement of our deferred tax assets and liabilities based on the lower rates at which they are expected to reverse in the future, as well as a $38.1 million one-time U.S. transition tax on undistributed foreign earnings. During the third quarter of fiscal year 2018, we recorded a $7.1 million benefit, primarily related to provisional amounts on re-measurement of deferred tax assets and liabilities due to finalization of our U.S. tax return.

The provisions in the Tax Act are complex and broad. All components of the provisional charge of $129.6 million are based on our estimates as of August 26, 2018. Specifically, the transition tax and the re-measurement of deferred tax balances are provisional and have been calculated based on existing tax law and the best information available as of August 26, 2018. The final impact of U.S. tax reform may differ, possibly materially, due to factors such as changes in interpretations of the Tax Act, legislative action to address uncertainties that arise because of the Tax Act, changes to estimates we have utilized to calculate the provisional impacts and additional guidance that may be issued by the U.S. government, among other items. As these various factors are finalized, any change will be recorded as an adjustment to the provision for income taxes in the period the amounts are determined during a measurement period granted by the Securities and Exchange Commission of up to one year after the enactment date of the Tax Act to finalize the accounting of the related income tax impacts.

In addition, we are still evaluating the Global Intangible Low Tax Income provisions of the Tax Act and their impact, if any, on the consolidated financial statements beginning in fiscal year 2019,

66

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

including whether we adopt an accounting policy to treat such taxes as a current-period expense when incurred or whether such amounts should be factored into our measurement of deferred taxes. As a result, we have not included an estimate of the tax expense related to this item as of August 26, 2018.

Our effective income tax rate was 48.4% for the nine months ended August 26, 2018, as compared to 20.2% for the same prior-year period. The increase was driven by a 35.6% one-time tax charge related to the impact of the Tax Act described above, offset by a 3.6% discrete tax benefit from release of reserves for uncertain tax positions due to finalization of a foreign audit in the second quarter of fiscal year 2018.

Comparison of Fiscal Years 2017 and 2016

The following table sets forth, for the periods indicated, our consolidated statements of income, the changes in these items from period to period and these items expressed as a percentage of net revenues:

	Year Ended
	November 26, 2017			November 27, 2016			% Increase (Decrease)			November 26, 2017 % of Net Revenues			November 27, 2016 % of Net Revenues
	(dollars in millions)
Net revenues	$	4,904.0		$	4,552.7			7.7			100.0	%		100.0	%
Cost of goods sold		2,341.3			2,223.7			5.3			47.7			48.8
Gross profit		2,562.7			2,329.0			10.0			52.3			51.2
Selling, general and administrative expenses		2,095.5			1,866.5			12.3			42.7			41.0
Restructuring, net		—			0.3			*			—			—
Operating income		467.2			462.2			1.1			9.5			10.2
Interest expense		(68.6	)		(73.2	)		(6.3	)		(1.4	)		(1.6	)
Loss on early extinguishment of debt		(22.8	)		—			(100.0	)		(0.5	)		—
Other (expense) income, net		(27.0	)		18.2			*			(0.6	)		0.4
Income before income taxes		348.8			407.2			(14.3	)		7.1			8.9
Income tax expense		64.2			116.0			(44.7	)		1.3			2.5
Net income		284.6			291.2			(2.3	)		5.8			6.4
Net income attributable to noncontrolling interest		(3.2	)		(0.2	)		*			(0.1	)		—
Net income attributable to Levi Strauss & Co.	$	281.4		$	291.0			(3.3	)		5.7	%		6.4	%

* Not meaningful

67

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Net Revenues

The following table presents net revenues by reporting segment for the periods indicated and the changes in net revenues by reporting segment on both reported and constant-currency bases from period to period:

	Year Ended
					% Increase
	November 26, 2017		November 27, 2016		As Reported		Constant Currency
	(dollars in millions)
Net revenues:
Americas	$	2,774.0	$	2,682.9		3.4		3.4
Europe		1,312.3		1,091.4		20.2		18.8
Asia		817.7		778.4		5.0		5.3
Total net revenues	$	4,904.0	$	4,552.7		7.7		7.5

Total net revenues for fiscal year 2017 were affected favorably by changes in foreign currency exchange rates as compared to fiscal year 2016.

Americas.    On both a reported basis and constant-currency basis, net revenues in our Americas region increased for fiscal year 2017, with currency having a minimal impact on net revenues. Excluding the effects of currency, the increase in net revenues for fiscal year 2017 was due to the performance and expansion of our company-operated retail network, particularly company-operated outlets, and strong performance in our Signature by Levi Strauss & Co. and Denizen brands. This was offset by lower wholesale revenues in the United States in our Dockers brand.

Europe.    Net revenues in Europe increased for fiscal year 2017 on both reported and constant-currency bases, with currency affecting net revenues favorably by approximately $13 million. Constant-currency net revenues increased for fiscal year 2017 due to strong performance across all channels, primarily our company-operated retail network and wholesale channels.

Asia.    Net revenues in Asia, which includes the Middle East and Africa, increased for fiscal year 2017 on both reported and constant-currency bases, with currency affecting net revenues unfavorably by approximately $2 million. The increase in net revenues was primarily due to the performance and expansion of our company-operated retail network, particularly company-operated outlets.

Gross Profit

The following table shows consolidated gross profit and gross margin for the periods indicated and the changes in these items from period to period:

	Year Ended
	November 26, 2017			November 27, 2016			% Increase
	(dollars in millions)
Net revenues	$	4,904.0		$	4,552.7			7.7
Cost of goods sold		2,341.3			2,223.7			5.3
Gross profit	$	2,562.7		$	2,329.0			10.0
Gross margin		52.3	%		51.2	%

Currency favorably impacted gross profit for fiscal year 2017 by approximately $8 million. Gross margin improved primarily due to company-operated retail network growth and international revenues growth.

68

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Selling, General and Administrative Expenses

The following table shows our SG&A for the periods indicated, the changes in these items from period to period and these items expressed as a percentage of net revenues:

	Year Ended
	November 26, 2017		November 27, 2016		% Increase (Decrease)			November 26, 2017 % of Net Revenues			November 27, 2016 % of Net Revenues
	(dollars in millions)
Selling	$	888.2	$	783.2		13.4			18.1	%		17.2	%
Advertising and promotion		323.3		284.0		13.8			6.6			6.2
Administration		411.0		350.1		17.4			8.4			7.7
Other		473.0		442.0		7.2			9.7			9.7
Restructuring-related charges		—		7.2		(100.0	)		—			0.2
Total SG&A	$	2,095.5	$	1,866.5		12.3			42.7	%		41.0	%

Currency affected SG&A for fiscal year 2017 unfavorably by approximately $2 million as compared to fiscal year 2016.

Selling.    Currency did not have a significant impact on selling expenses for fiscal year 2017. Higher selling expenses primarily reflected costs associated with the growth of our company-operated store network. We had 53 more company-operated stores at the end of fiscal year 2017 than we did at the end of fiscal year 2016.

Advertising and Promotion.    Currency did not have a significant impact on advertising and promotion expense for fiscal year 2017. Advertising and promotion expenses increased due to a higher investment in advertising.

Administration.    Currency did not have a significant impact on administration expenses for fiscal year 2017. As compared to fiscal year 2016, administration expenses in fiscal year 2017 reflect higher costs relating to incentive compensation. Our stock-based compensation expense related to cash-settled awards increased to $31.3 million in fiscal year 2017 from $11.0 million in fiscal year 2016, most of which increase was recorded in the second half of 2017 as a result of an increase in the fair value of our common stock. In addition, incentive compensation costs increased reflecting improved achievement against our internally-set objectives in fiscal year 2017 as compared to fiscal year 2016 and an adjustment in the third quarter of fiscal year 2017. This adjustment, of which $8.3 million related to prior years, was for the correction of the periods used for the recognition of expense associated with employees eligible to vest in awards after retirement. The increase was also due to the recognition of a $7.0 million of benefit from the resolution of a vendor dispute settled in the prior-year period.

Other.    Currency did not have a significant impact on other SG&A expenses for fiscal year 2017. The increase in SG&A other costs is primarily due to higher marketing and information technology expenses. Additionally, we recorded a gain in the second quarter of fiscal year 2016 in conjunction with the sale-leaseback of our distribution center in the United Kingdom.

Restructuring-Related Charges.    Restructuring-related charges consist primarily of consulting fees incurred for our centrally-led cost-savings initiatives, productivity projects and transition-related projects, which were implemented through the end of fiscal year 2016.

69

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Operating Income

The following table shows operating income by reporting segment and corporate expenses for the periods indicated, the changes in these items from period to period and these items expressed as a percentage of net revenues:

	Year Ended
	November 26, 2017			November 27, 2016			% Increase (Decrease)			November 26, 2017 % of Net Revenues			November 27, 2016 % of Net Revenues
	(dollars in millions)
Operating income:
Americas	$	529.3		$	507.8			4.2			19.1	*		18.9	*
Europe		198.7			154.8			28.4			15.1	*		14.2	*
Asia		78.3			80.9			(3.2	)		9.6	*		10.4	*
Total regional operating income		806.3			743.5			8.4			16.4			16.3
Corporate:
Restructuring, net		—			0.3			(100.0	)		—			—
Restructuring-related charges		—			7.2			(100.0	)		—			0.2
Other corporate staff costs and expenses		339.1			273.8			23.8			6.9			6.0
Corporate expenses		339.1			281.3			20.5			6.9			6.2
Total operating income	$	467.2		$	462.2			1.1			9.5			10.2
Operating margin		9.5	%		10.2	%

* Percentage of corresponding region net revenues

Currency favorably affected total operating income for fiscal year 2017 by approximately $6 million as compared to fiscal year 2016.

Regional Operating Income

• Americas.    Currency did not have a significant impact on operating income in the region for fiscal year 2017. The increase in operating income was primarily due to higher net revenues and gross margin partially offset by higher SG&A selling expense due to retail expansion.

• Europe.    Currency favorably affected operating income for fiscal year 2017 by approximately $7 million as compared to fiscal year 2016. The increase in operating income was due to higher net revenues and gross margin partially offset by higher SG&A selling expense to support growth and higher advertising and promotion expense.

• Asia.    Currency did not have a significant impact on operating income in the region for fiscal year 2017. The decrease in operating income for fiscal year 2017 was due to higher SG&A selling expense related to our retail network to support growth, partially offset by higher net revenues.

Corporate.    Currency did not have a significant impact on corporate expenses. The increase in corporate expenses for fiscal year 2017 was primarily due to an increase in administration expenses relating to incentive compensation. Incentive compensation costs increased reflecting improved achievement against our internally-set objectives in fiscal year 2017 as compared to fiscal year 2016 and an adjustment in the third quarter of fiscal year 2017. This adjustment, of which $8.3 million related to prior years, was for the correction of the periods used for the recognition of expense associated with

70

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

employees eligible to vest in awards after retirement. Operating expenses also increased due to purchasing price variances related to our global sourcing organization’s procurement of inventory on behalf of our regions.

Interest Expense

Interest expense was $68.6 million for fiscal year 2017, as compared to $73.2 million for fiscal year 2016. The decrease in interest expense was primarily due to lower average borrowing rates in fiscal year 2017 resulting from our debt refinancing activities during the year.

Our weighted-average interest rate on average borrowings outstanding for fiscal year 2017 was 5.60%, as compared to 6.37% for fiscal year 2016.

Loss on Early Extinguishment of Debt

For fiscal year 2017, we recorded a $22.8 million loss on early extinguishment of debt as a result of our debt refinancing activities during the year. The loss included $21.9 million of tender and call premiums on the retirement of the debt.

Other Income (Expense), Net

Other income (expense), net, primarily consists of foreign exchange management activities and transactions. For fiscal year 2017, we recorded net expense of $27.0 million as compared to net other income of $18.2 million for fiscal year 2016. The expense in fiscal year 2017 primarily reflected net losses on our foreign exchange derivatives, which economically hedge future foreign currency cash flow rights and obligations, partially offset by net gains on our foreign currency denominated balances. The income in fiscal year 2016 primarily reflected net gains on foreign exchange derivatives partially offset by losses on our foreign currency denominated balances.

Income Tax Expense

Income tax expense was $64.2 million for fiscal year 2017, compared to $116.1 million for fiscal year 2016. Our effective income tax rate was 18.4% for fiscal year 2017, compared to 28.5% for fiscal year 2016.

The decrease in the effective tax rate in fiscal year 2017 as compared to fiscal year 2016 was primarily due to additional foreign tax credits from repatriations from foreign operations as compared to fiscal year 2016 and the release of valuation allowance on deferred tax assets of foreign subsidiaries.

For fiscal year 2017, management asserted indefinite reinvestment on $264 million of undistributed foreign earnings, as management determined that this amount was required to meet ongoing working capital needs in certain foreign subsidiaries; no U.S. income taxes have been provided for such earnings. This was an increase as compared to fiscal year 2016, which reflects management’s realignment of the foreign subsidiary ownership structure. If we were to repatriate such foreign earnings to the United States, the deferred tax liability associated with such earnings would have been approximately $70 million.

Quarterly Results of Operations

The following tables set forth our historical consolidated statements of income and these items expressed as a percentage of net revenues for each of the quarters indicated. The information for each

71

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

quarter has been prepared on the same basis as our audited consolidated financial statements and reflects, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of the financial information presented. Our historical results are not necessarily indicative of future operating results, and our interim results are not necessarily indicative of the results to be expected for the full year or any other period. The quarterly financial data set forth below should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus.

	Fiscal Quarter Ended
	August 26, 2018			May 27, 2018			February 25, 2018			November 26, 2017			August 27, 2017			May 28, 2017			February 26, 2017			November 27, 2016
	(in millions)
Net revenues(1)	$	1,394.2		$	1,245.7		$	1,343.7		$	1,465.8		$	1,268.4		$	1,067.9		$	1,102.0		$	1,299.5
Cost of goods sold		652.6			574.8			605.6			682.6			611.7			509.5			537.5			640.1
Gross profit		741.6			670.9			738.1			783.2			656.7			558.4			564.5			659.4
Selling, general and administrative expenses(2)		583.0			594.4			564.0			633.3			510.3			495.7			456.2			517.5
Restructuring, net		—			—			—			—			—			—			—			(0.7	)
Operating income		158.6			76.5			174.1			149.9			146.4			62.7			108.3			142.7
Interest expense		(15.6	)		(14.5	)		(15.5	)		(16.3	)		(14.5	)		(17.9	)		(19.9	)		(18.7	)
Loss on early extinguishment of debt(3)		—			—			—			—			—			(22.8	)		—			—
Other (expense) income, net(4)		(3.1	)		13.7			(9.6	)		5.4			(14.7	)		(18.1	)		0.4			11.5
Income before income taxes		139.9			75.7			149.0			139.0			117.2			3.9			88.8			135.5
Income tax expense (benefit)(5)		10.3			(1.3	)		167.7			21.7			27.7			(13.8	)		28.7			39.3
Net income (loss)		129.6			77.0			(18.6	)		117.3			89.5			17.7			60.1			96.2
Net loss (income) attributable to noncontrolling interest		0.5			(2.1	)		(0.4	)		(1.5	)		(1.5	)		(0.2	)		*			*
Net income (loss) attributable to Levi Strauss & Co.	$	130.1		$	74.9		$	(19.0	)	$	115.8		$	88.0		$	17.5		$	60.1		$	96.2

* Not meaningful

(1) Net revenues are impacted by seasonality, as we typically achieve our highest and lowest quarterly revenues in the fourth and second quarters of our fiscal year, respectively.

(2) The increase in SG&A expenses generally reflects the expansion of our DTC channel (particularly in the fourth quarter of fiscal year 2017), higher advertising expenses and an increase in stock compensation expense due to the appreciation of the fair value of our common stock. Also included in SG&A expenses for the fiscal quarter ended August 27, 2017 is the recognition of $9.5 million relating to stock-based compensation expense, of which $8.3 million related to prior years, related to the correction of the periods used for the recognition of stock-based compensation expense associated with employees eligible to vest in awards after retirement.

(3) We recorded a $22.8 million loss on early extinguishment of debt as a result of our refinancing activities for the fiscal quarter ended May 28, 2017.

(4) Other (expense) income, net primarily consists of gains and losses from foreign exchange management activities and transactions and can vary based on the effect of foreign currency fluctuations on our foreign currency denominated balances and the effect on our foreign exchange derivative contracts of changes in foreign currency exchange rates as compared to negotiated contract rates.

(5) Included in income tax expense (benefit) for the fiscal quarter ended February 25, 2018 is the recognition of a provisional charge of a $136 million tax expense as a result of the Tax Act enacted on December 22, 2017, which was primarily comprised of a $99 million remeasurement of our deferred tax assets and liabilities as well as a $37 million one-time US transition tax on undistributed foreign earnings. The Tax Act also lowered the U.S. corporate tax rate from 35% to 21%.

72

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

	Fiscal Quarter Ended
	August 26, 2018			May 27, 2018			February 25, 2018			November 26, 2017			August 27, 2017			May 28, 2017			February 26, 2017			November 27, 2016
	(percentage of net revenues)
Net revenues		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold		46.8			46.1			45.1			46.6			48.2			47.7			48.8			49.3
Gross margin(1)		53.2			53.9			54.9			53.4			51.8			52.3			51.2			50.7
Selling, general and administrative expenses(2)		41.8			47.7			42.0			43.2			40.2			46.4			41.4			39.8
Restructuring, net		—			—			—			—			—			—			—			*
Operating income		11.4			6.1			13.0			10.2			11.5			5.9			9.8			11.0
Interest expense		(1.1	)		(1.2	)		(1.2	)		(1.1	)		(1.1	)		(1.7	)		(1.8	)		(1.4	)
Loss on early extinguishment of debt		—			—			—			—			—			(2.1	)		—			—
Other (expense) income, net		(0.2	)		1.1			(0.7	)		0.4			(1.2	)		(1.7	)		*			0.9
Income before income taxes		10.0			6.1			11.1			9.5			9.2			0.4			8.1			10.4
Income tax expense (benefit)		0.7			(0.1	)		12.5			1.5			2.2			(1.3	)		2.6			3.0
Net income (loss)		9.3			6.2			(1.4	)		8.0			7.1			1.7			5.5			7.4
Net (income) loss attributable to noncontrolling interest		—			(0.2	)		*			(0.1	)		(0.1	)		*			*			*
Net income (loss) attributable to Levi Strauss & Co.		9.3	%		6.0	%		(1.4	)%		7.9	%		6.9	%		1.6	%		5.5	%		7.4	%

* Not meaningful

(1) Gross margin has generally increased over the past eight fiscal quarters as a result of lower negotiated product costs and streamlined supply chain operations, as well as international growth, and is also affected by transactional currency impact.

(2) The increase in SG&A expenses in fourth quarter of fiscal year 2017 as a percentage of net revenues primarily reflects the planned acceleration of advertising investments, higher selling costs associated with the expansion of our DTC channel and an increase in stock compensation expense due to the appreciation of the fair value of our Class B common stock.

Liquidity and Capital Resources

Liquidity Outlook

We believe we will have adequate liquidity over the next 12 months to operate our business and to meet our cash requirements.

Cash Sources

We have historically relied primarily on cash flows from operations, borrowings under credit facilities, issuances of notes and other forms of debt financing. We regularly explore financing and debt reduction alternatives, including new credit agreements, unsecured and secured note issuances, equity financing, equipment and real estate financing, securitizations and asset sales.

We are party to a second amended and restated credit agreement, which provides for a senior secured revolving credit facility, or credit facility. Our credit facility is an asset-based facility, in which the borrowing availability is primarily based on the value of our U.S. Levi’s trademarks and the levels of accounts receivable and inventory in the United States and Canada. The maximum availability under

73

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

our credit facility is $850 million, of which $800 million is available to us for revolving loans in U.S. Dollars and $50 million is available to us for revolving loans either in U.S. Dollars or Canadian Dollars.

As of August 26, 2018, we did not have any borrowings under our credit facility, unused availability under the facility was $669.1 million and our total availability of $713.6 million, based on collateral levels as defined by the agreement, was reduced by $44.5 million of other credit-related instruments.

As of August 26, 2018, we had cash and cash equivalents totaling $612.5 million, resulting in a total liquidity position (unused availability and cash and cash equivalents) of approximately $1.3 billion.

Cash Uses

Our principal cash requirements include working capital, capital expenditures, payments of principal and interest on our debt, payments of taxes, contributions to our pension plans and payments for postretirement health benefit plans, settlement of shares issued under our EIP and, if market conditions warrant, occasional investments in or acquisitions of business ventures in our line of business. In addition, we regularly evaluate our ability to pay dividends or repurchase stock, all consistent with the terms of our debt agreements.

Projected cash uses in 2018 for capital expenditures, which consist primarily of costs associated with information technology investments for eCommerce and investment in company-operated retail stores, is approximately $160 million.

Subsequent to the end of fiscal year 2017, on January 30, 2018, our board of directors declared a cash dividend of $90 million, payable in two $45 million installments. We paid the first and second installments in the first and fourth quarters of fiscal year 2018, respectively.

The following table provides information about our significant cash contractual obligations and commitments as of November 26, 2017:

	Payments Projected Due by Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		Thereafter
	(in millions)
Contractual and Long-term Liabilities:
Short-term and long-term debt obligations	$	1,090	$	38	$	—	$	—	$	1,052
Interest(1)		389		50		96		92		151
Capital lease obligations		32		6		11		8		7
Operating leases(2)		853		185		270		178		220
Purchase obligations(3)		944		677		86		38		143
Postretirement obligations(4)		93		12		22		20		39
Pension obligations(5)		288		95		88		36		69
Long-term employee related benefits(6)		120		29		36		5		50
Total	$	3,809	$	1,092	$	609	$	377	$	1,731

(1) Interest obligations are computed using constant interest rates until maturity.

(2) Amounts reflect contractual obligations relating to our existing leased facilities as of November 26, 2017, and therefore do not reflect our planned future openings of company-operated retail stores. For more information, see “Business—Properties.”

(3) Amounts reflect estimated commitments of $559 million for inventory purchases, $193 million for sponsorship, naming rights and related benefits with respect to the Levi’s Stadium and $192 million for human resources, advertising, information technology and other professional services.

74

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

(4) The amounts presented in the table represent an estimate for the next ten years of our projected payments, based on information provided by our plans’ actuaries, and have not been reduced by estimated Medicare subsidy receipts, the amounts of which are not material. Our policy is to fund postretirement benefits as claims and premiums are paid. For more information, see Note 8 to our audited consolidated financial statements included elsewhere in this prospectus.

(5) The amounts presented in the table represent an estimate of our projected contributions to the plans for the next ten years based on information provided by our plans’ actuaries. For U.S. qualified plans, these estimates can exceed the projected annual minimum required contributions in an effort to level out potential future funding requirements and provide annual funding flexibility. The fiscal year 2018 contribution amounts will be recalculated at the end of the plans’ fiscal years, which for our U.S. pension plan is at the beginning of our third fiscal quarter. Accordingly, actual contributions may differ materially from those presented here, based on factors such as changes in discount rates and the valuation of pension assets. For more information, see the notes to our audited consolidated financial statements included elsewhere in this prospectus.

(6) Long-term employee-related benefits primarily relate to the current and non-current portion of deferred compensation arrangements and workers’ compensation. We estimated these payments based on prior experience and forecasted activity for these items. For more information, see the notes to our audited consolidated financial statements included elsewhere in this prospectus.

The above table does not include amounts related to our uncertain tax positions of $33.8 million as of November 26, 2017. We do not anticipate a material effect on our liquidity as a result of payments in future periods of liabilities for uncertain tax positions. The table does not include a provisional $38.1 million one-time U.S. transition tax on undistributed foreign earnings imposed under the Tax Act. Information in the above table reflects our estimates of future cash payments for specified items. These estimates and projections are based upon assumptions that are inherently subject to significant economic, competitive, legislative and other uncertainties and contingencies, many of which are beyond our control. Accordingly, our actual expenditures and liabilities may be materially higher or lower than the estimates and projections reflected in the above table. The inclusion of these projections and estimates should not be regarded as a representation by us that the estimates will prove to be correct.

Cash Flows

The following table presents, for the periods indicated, selected items in our consolidated statements of cash flows:

	Year Ended						Nine Months Ended
	November 26, 2017			November 27, 2016			August 26, 2018			August 27, 2017
	(in millions)
Cash provided by operating activities	$	525.9		$	306.6		$	204.8		$	294.5
Cash used for investing activities		(124.4	)		(68.3	)		(119.7	)		(75.6	)
Cash used for financing activities		(151.7	)		(173.5	)		(95.8	)		(112.4	)
Cash and cash equivalents at period end		633.6			375.6			612.5			491.3

Cash Flows from Operating Activities

Cash provided by operating activities was $204.8 million for the nine months ended August 26, 2018, as compared to $294.5 million for the same prior-year period. The decrease primarily reflects additional contributions to our pension plans, higher payments for inventory and SG&A expenses to support our growth and higher payments for income taxes, partially offset by an increase in cash received from customers.

Cash provided by operating activities was $525.9 million for fiscal year 2017, as compared to $306.6 million for fiscal year 2016. The increase primarily reflects higher cash received from customers offset by increased payments to vendors reflecting the growth in our company-operated store network and higher investment in advertising.

75

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Cash Flows from Investing Activities

Cash used for investing activities was $119.7 million for the nine months ended August 26, 2018, as compared to $75.6 million for the same prior-year period. The increase in cash used for investing activities primarily reflects increased payments for capital expenditures and increased payments on the settlement of our forward foreign exchange contracts.

Cash used for investing activities was $124.4 million for fiscal year 2017, as compared to $68.3 million for fiscal year 2016. The increase in cash used for investing activities primarily reflects decrease in proceeds from the settlement of our forward foreign exchange contracts as well as the non-recurrence of the receipt of proceeds from the sale-leaseback of our distribution center in the United Kingdom in fiscal year 2016.

Cash Flows from Financing Activities

Cash used for financing activities was $95.8 million for the nine months ended August 26, 2018, as compared to $112.4 million for the same prior-year period. Cash used during the nine months ended August 26, 2018 primarily reflects payments of $53.8 million made for equity award exercises and the payment of a $45.0 million cash dividend. Cash used for the same prior-year period primarily reflects the payment of a $35.0 million cash dividend, our refinancing activities and debt reduction during the period, including debt extinguishment costs and debt issuance costs, and payments made for equity award exercises.

Cash used for financing activities was $151.7 million for fiscal year 2017, as compared to $173.5 million for fiscal year 2016. Cash used in fiscal year 2017 primarily reflects the payment of a $70 million cash dividend, as well as our refinancing activities and debt reduction, including debt extinguishment costs and debt issuance costs. Cash used in fiscal year 2017 also reflects payments made for equity award exercises. Cash used in fiscal year 2016 primarily reflects net repayments on our credit facility, the payment of a $60 million cash dividend in the second quarter of fiscal year 2016 and the $36 million settlement of our Yen-denominated Eurobonds.

Indebtedness

The borrower of substantially all of our debt is Levi Strauss & Co., the parent and U.S. operating company.

Of our total debt of $1.06 billion as of August 26, 2018, we had fixed-rate debt of $1.05 billion (98.8% of total debt), net of capitalized debt issuance costs, and variable-rate debt of $13.1 million (1.2% of total debt). As of August 26, 2018, our required aggregate debt principal payments on our unsecured long-term debt were $1.04 billion in years after 2022, and short-term borrowings of $35.8 million at various foreign subsidiaries were expected to be either paid over the next 12 months or refinanced at the end of their applicable terms.

Of our total debt of $1.08 billion as of November 26, 2017, we had fixed-rate debt of $1.06 billion (98.4% of total debt), net of capitalized debt issuance costs, and variable-rate debt of $16.8 million (1.6% of total debt). As of November 26, 2017, our required aggregate debt principal payments on our unsecured long-term debt were $1.05 billion in years after 2022, and short-term borrowings of $38.5 million at various foreign subsidiaries were expected to be either paid over the next 12 months or refinanced at the end of their applicable terms.

Our long-term debt agreements contain customary covenants restricting our activities as well as those of our subsidiaries. We were in material compliance with all of these covenants as of August 26, 2018 and November 26, 2017.

76

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Off-Balance Sheet Arrangements, Guarantees and Other Contingent Obligations

Off-Balance Sheet Arrangements and Other

We have contractual commitments for non-cancelable operating leases. For more information, see Note 14 to our audited consolidated financial statements included elsewhere in this prospectus. We participate in a multiemployer pension plan. However, our exposure to risks arising from participation in the plan and the extent to which we can be liable to the plan for other participating employers’ obligations are not material. We have no other material non-cancelable guarantees or commitments, and no material special-purpose entities or other off-balance sheet debt obligations.

Indemnification Agreements

In the ordinary course of our business, we enter into agreements containing indemnification provisions under which we agree to indemnify the other party for specified claims and losses. For example, our trademark license agreements, real estate leases, consulting agreements, logistics outsourcing agreements, securities purchase agreements and credit agreements typically contain such provisions. This type of indemnification provision obligates us to pay certain amounts associated with claims brought against the other party as the result of trademark infringement, negligence or willful misconduct by our employees, breach of contract by us, including inaccuracy of representations and warranties, specified lawsuits in which we and the other party are co-defendants, product claims and other matters. These amounts generally are not readily quantifiable; the maximum possible liability or amount of potential payments that could arise out of an indemnification claim depends entirely on the specific facts and circumstances associated with the claim. We have insurance coverage that minimizes the potential exposure to certain of such claims. We also believe the likelihood of material payment obligations under these agreements to third parties is remote.

Critical Accounting Policies, Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes. We believe the following discussion addresses our critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Changes in such estimates, based on newly available information or different assumptions or conditions, may affect amounts reported in future periods.

We summarize our critical accounting policies below.

Revenue Recognition

Net sales primarily comprises sales of products to wholesale customers, including franchised stores, and direct sales to consumers at our company-operated stores and company-operated eCommerce sites and at our company-operated shop-in-shops located within department stores and other third-party retail locations. We recognize revenues on sales of products when the goods are shipped or delivered and title to the goods passes to the customer provided that: there are no uncertainties regarding customer acceptance; persuasive evidence of an arrangement exists; the sales price is fixed or determinable; and collectability is reasonably assured. Revenues are recorded net of an allowance for estimated returns, discounts and retailer promotions and other similar incentives. Licensing revenues from the use of our trademarks in connection with the manufacturing, advertising, and distribution of trademarked products by third-party licensees are earned and recognized as products are sold by licensees based on royalty rates as set forth in the licensing agreements.

77

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

We recognize allowances for estimated returns in the period in which the related sale is recorded. We recognize allowances for estimated discounts, retailer promotions and other similar incentives at the later of the period in which the related sale is recorded or the period in which the sales incentive is offered to the customer. We estimate non-volume based allowances based on historical rates as well as customer and product-specific circumstances. Actual allowances may differ from estimates due to changes in sales volume based on retailer or consumer demand and changes in customer and product-specific circumstances. Sales and value-added taxes collected from customers and remitted to governmental authorities are presented on a net basis in the accompanying consolidated statements of income.

Inventory Valuation

We value inventories at the lower of cost or market value. Inventory cost is generally determined using the first-in first-out method. We include product costs, labor and related overhead, sourcing costs, inbound freight, internal transfers and the cost of operating our remaining manufacturing facilities, including the related depreciation expense, in the cost of inventories. We estimate quantities of slow-moving and obsolete inventory by reviewing on-hand quantities, outstanding purchase obligations and forecasted sales. In determining inventory market values, substantial consideration is given to the expected product selling price. We estimate expected selling prices based on our historical recovery rates for sale of slow-moving and obsolete inventory and other factors, such as market conditions, expected channel of disposition, and current consumer preferences. Estimates may differ from actual results due to changes in resale or market value, avenues of disposition, consumer and retailer preferences and economic conditions.

Impairment

We review our goodwill and other non-amortized intangible assets for impairment annually in the fourth quarter of our fiscal year, or more frequently as warranted by events or changes in circumstances which indicate that the carrying amount may not be recoverable. We qualitatively assess goodwill impairment and non-amortized intangible assets to determine whether it is more likely than not that the fair value of a reporting unit or other non-amortized intangible asset is less than its carrying amount. During fiscal year 2017, we performed this analysis examining key events and circumstances affecting fair value and determined it is more likely than not that the reporting unit’s fair value is greater than it carrying amount. As such, no further analysis was required. If goodwill and other non-amortized intangible assets are not qualitatively assessed and it is determined that it is not more likely than not that the reporting unit’s fair value is greater than its carrying amount, a two-step quantitative approach is utilized. In the first step, we compare the carrying value of the reporting unit or applicable asset to its fair value, which we estimate using a discounted cash flow analysis or by comparison to the market values of similar assets. If the carrying amount of the reporting unit or asset exceeds its estimated fair value, we perform the second step, and determine the impairment loss, if any, as the excess of the carrying value of the goodwill or intangible asset over its fair value. The assumptions used in such valuations are subject to volatility and may differ from actual results; however, based on the carrying value of our goodwill and other non-amortized intangible assets as of November 26, 2017, relative to their estimated fair values, we do not anticipate any material impairment charges in the near-term.

We review our other long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If the carrying amount of another long-lived asset exceeds the expected future undiscounted cash flows, we measure and record an impairment loss for the excess of the carrying value of the asset over its fair value.

To determine the fair value of impaired assets, we utilize the valuation technique or techniques deemed most appropriate based on the nature of the impaired asset and the data available, which may

78

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

include the use of quoted market prices, prices for similar assets or other valuation techniques such as discounted future cash flows or earnings.

Income Tax Assets and Liabilities

The future effective tax rate will ultimately depend on the mix of earnings between domestic and foreign operations, and changes in tax laws and regulations and potential resolutions on tax examinations, refund claims and litigation. Significant judgment is required in determining our worldwide income tax provision. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise from examinations in various jurisdictions and assumptions and estimates used in evaluating the need for a valuation allowance.

The Tax Act, which was enacted into law on December 22, 2017, contains several key tax provisions that affected us, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities and reassessing the net realizability of our deferred tax assets and liabilities. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, or SAB 118, which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. We have provided the provisional amounts of the income tax effects of the Tax Act for the transition tax and deferred tax re-measurements. Since the Tax Act was passed in the first quarter of fiscal year 2018, and ongoing guidance and accounting interpretation are expected over the next 12 months, we expect to complete our analysis within the measurement period in accordance with SAB 118.

We are subject to income taxes in both the United States and numerous foreign jurisdictions. We compute our provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Significant judgments are required in order to determine the realizability of these deferred tax assets. In assessing the need for a valuation allowance, we evaluate all significant available positive and negative evidence, including historical operating results, estimates of future taxable income and the existence of prudent and feasible tax planning strategies. Changes in the expectations regarding the realization of deferred tax assets could materially impact income tax expense in future periods.

We continuously review issues raised in connection with all ongoing examinations and open tax years to evaluate the adequacy of our tax liabilities. We evaluate uncertain tax positions under a two-step approach. The first step is to evaluate the uncertain tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination based on its technical merits. The second step is, for those positions that meet the recognition criteria, to measure the tax benefit as the largest amount that is more than fifty percent likely of being realized. We believe our recorded tax liabilities are adequate to cover all open tax years based on our assessment. This assessment relies on estimates and assumptions and involves significant judgments about future events. To the extent that our view as to the outcome of these matters changes, we will adjust income tax expense in the period in which such determination is made. We classify interest and penalties related to income taxes as income tax expense.

79

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Employee Benefits and Incentive Compensation

Pension and Post-Retirement Benefits

We have several non-contributory defined benefit retirement plans covering eligible employees. We also provide certain health care benefits for U.S. employees who meet age, participation and length of service requirements at retirement. In addition, we sponsor other retirement or post-employment plans for our foreign employees in accordance with local government programs and requirements. We retain the right to amend, curtail or discontinue any aspect of the plans, subject to local regulations. Any of these actions, either individually or in combination, could have a material impact on our consolidated financial statements and on our future financial performance.

We recognize either an asset or liability for any plan’s funded status in our consolidated balance sheets. We measure changes in funded status using actuarial models which utilize an attribution approach that generally spreads individual events either over the estimated service lives of the remaining employees in the plan or, for plans where participants will not earn additional benefits by rendering future service, over the plan participants’ estimated remaining lives. The attribution approach assumes that employees render service over their service lives on a relatively smooth basis and as such, presumes that the income statement effects of pension or postretirement benefit plans should follow the same pattern. Our policy is to fund our pension plans based upon actuarial recommendations and in accordance with applicable laws, income tax regulations and credit agreements.

Net pension and postretirement benefit income or expense is generally determined using assumptions which include expected long-term rates of return on plan assets, discount rates, compensation rate increases and medical trend and mortality rates. We use a mix of actual historical rates, expected rates and external data to determine the assumptions used in the actuarial models. For example, we utilized a yield curve constructed from a portfolio of high-quality corporate bonds with various maturities to determine the appropriate discount rate to use for our U.S. benefit plans. Under this model, each year’s expected future benefit payments are discounted to their present value at the appropriate yield curve rate, thereby generating the overall discount rate. We utilized country-specific third-party bond indices to determine appropriate discount rates to use for benefit plans of our foreign subsidiaries. Changes in actuarial assumptions and estimates, either individually or in combination, could have a material impact on our consolidated financial statements and on our future financial performance. For example, as of November 26, 2017, a 25 basis point change in the discount rate would yield an approximately four percent change in the projected benefit obligation and an approximately three percent change in the annual service cost of our pension plans. A 25 basis point change in the discount rate would not have a significant impact on the postretirement benefit plan.

Employee Incentive Compensation

We maintain short-term and long-term employee incentive compensation plans. For our short-term plans, the amount of the cash bonus earned depends upon operating segment and corporate financial results as measured against pre-established targets, and also depends upon the performance and job level of the individual. Our long-term plans are intended to reward certain levels of management for its long-term impact on our total earnings performance. Performance is measured at the end of a three-year period based on our performance over the period measured against certain pre-established targets such as the compound annual growth rates, or CAGRs, over the periods for net revenues and average margin of net earnings adjusted for certain items such as interest and taxes. We accrue the related compensation expense over the period of the plan, and changes in our projected future financial performance could have a material impact on our accruals.

80

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Stock Based Compensation

We have stock-based incentive plans which allow for the issuance of cash- or equity-settled awards to certain employees and non-employee directors. We recognize stock-based compensation expense for share-based awards that are classified as equity based on the grant date fair value of the awards over the requisite service period, adjusted for estimated forfeitures. Cash-settled awards are classified as liabilities and stock-based compensation expense is measured using fair value at the end of each reporting period until settlement.

Our common stock has not been listed on any stock exchange since 1985. Accordingly, the fair value of our common stock on the grant date is determined by our board of directors based on factors including the most recent valuation conducted by a third-party valuation firm. Determining the fair value of our common stock requires complex judgments. The valuation process includes a comparison of our historical and estimated future financial results with certain publicly-traded companies and the application of discounts for the illiquidity of our common stock considering the probability and potential timing of a variety of possible liquidity scenarios to derive the fair value of our common stock.

For SARs that are classified as equity, we use the Black-Scholes valuation model to estimate the grant date fair value, unless the SARs are subject to a market condition, in which case we use a Monte Carlo simulation valuation model. The grant date fair value of equity-classified RSUs that are not subject to a market condition, is based on the fair value of our common stock on the date of grant, adjusted to reflect the absence of dividends for those RSUs that are not entitled to dividend equivalents. For RSUs that include a market condition, we use a Monte Carlo simulation valuation model to estimate the grant date fair value. For share-based awards that are classified as liabilities, the fair value of the awards is estimated using the intrinsic value method, which is based on the fair value of our common stock on each measurement date.

The Black-Scholes option pricing model and the Monte Carlo simulation model require the input of highly subjective assumptions including volatility. Due to the fact that our common stock has not been publicly traded, the computation of expected volatility is based on the average of the implied volatilities and the historical volatilities over the expected life of the awards of a representative peer group of publicly-traded entities. Other assumptions include the expected life, risk-free rate of interest and dividend yield. For equity awards with a service condition, the expected life is derived based on historical experience and expected future post-vesting termination and exercise patterns. For equity awards with a performance condition, the expected life is computed using the simplified method until historical experience is available. The risk-free interest rate is based on zero coupon U.S. Treasury bond rates corresponding to the expected life of the awards. Dividend assumptions are based on historical experience.

Due to the job function of the award recipients, we have included stock-based compensation in SG&A in our consolidated statements of income.

Recently Issued Accounting Standards

Other than as set forth below, recently adopted accounting pronouncements and new accounting pronouncements not yet adopted as of the date of this prospectus are set forth in Note 1 to our audited consolidated financial statements included elsewhere in this prospectus.

First Quarter of Fiscal Year 2019

ASU 2017-07

In March 2017, the Financial Accounting Standards Board, or FASB, issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715) Improving the Presentation of Net Periodic Cost and

81

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Net Periodic Postretirement Benefit Cost. ASU 2017-07 changes the income statement presentation of net periodic benefit costs requiring separation between operating expense (service cost component) and non-operating expense (all other components, including interest cost, expected return on plan assets, amortization of prior service costs or credits, curtailments and settlements and actuarial gains and losses). We determined this will impact our consolidated statements of income, as the service cost components of net periodic benefit costs will be reported within operating income and the other components of net periodic benefit costs will be reported in the “Other income (expense), net” line item. The presentation change in our consolidated statements of income requires application on a retrospective basis. A practical expedient permitted under the guidance allows us to use information previously disclosed in the pension and other postretirement benefit plans footnote as the basis to apply the retrospective presentation requirements. We continue to assess the impact that adopting this new accounting standard will have on our consolidated financial statements.

ASU 2014-09

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. Under the new standard and its related amendments, which we refer to as ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Enhanced disclosures will be required regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

We have established an implementation team to assist with our assessment of the impact that the new standard will have on our processes and controls, consolidated financial statements and related disclosures. This includes a review of current accounting policies and practices to identify potential differences that would result from applying ASC 606.

We have identified our major revenue streams as sales of products to wholesale customers, including franchised stores, direct sales to consumers at company-operated stores, including eCommerce, and company-operated shop-in-shops and performed an analysis of our contracts with customers to evaluate the impact that ASC 606 will have on the timing and classification of revenue. The majority of our revenue relates to product sales of which revenue is recognized when products are shipped or delivered to the customer or provided directly to consumers through retail locations. In addition, impacts associated with variable consideration received for items such as loyalty rewards, gift cards, discounts and retailer promotions are not expected to be material as we are currently accounting for this consideration consistent with the new standard.

We have identified certain changes in balance sheet classification under ASC 606. Allowances for estimated returns, discounts and retailer promotions and other similar incentives will be presented as other accrued liabilities rather than netted within accounts receivable and the estimated cost of inventory associated with allowances for estimated returns will be included as other current assets rather than inventories. We will be adopting the standard as of November 26, 2018. We are evaluating the transition method and potential practical expedient elections.

First Quarter of Fiscal Year 2020

ASU 2016-02

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires the identification of arrangements that should be accounted for as leases by lessees. In general, for

82

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

operating or financing lease arrangements exceeding a 12-month term, a right-of-use asset and a lease obligation will be recognized on the balance sheet of the lessee while the income statement will reflect lease expense for operating leases and amortization and interest expense for financing leases. We are in the process of gathering information to evaluate real estate, personal property and other arrangements that may meet the definition of a lease. Given the significant number of leases, we anticipate the new guidance will have a material impact on our current and long-term assets and liabilities.

ASU 2017-12

In February 2016, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 refines and expands hedge accounting for both financial and commodity risks. This ASU creates more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. In addition, this ASU makes certain targeted improvements to simplify the application of hedge accounting guidance. We are currently assessing the impact that adopting this new accounting standard will have on our consolidated financial statements.

ASU 2018-02

In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220). ASU 2018-02 addresses the effect of the change in the U.S. federal corporate tax rate due to the enactment of the December 22, 2017 Tax Act on items within accumulated other comprehensive income (loss). The guidance will be effective for us in the first quarter of fiscal year 2020, with early adoption permitted. We are assessing the impact that adopting this new accounting standard will have on our consolidated financial statements.

First Quarter of Fiscal Year 2021

ASU 2018-15

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The guidance provides criteria for determining which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The capitalized implementation costs are required to be expensed over the term of the hosting arrangement. The guidance also clarifies the presentation requirements for reporting such costs in the entity’s financial statements. Early adoption is permitted. We are currently evaluating the impact that adopting this new accounting standard will have on our consolidated financial statements and related disclosures.

First Quarter of Fiscal Year 2022

ASU 2018-14

In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20). ASU 2018-14 modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Early adoption is permitted. We are currently evaluating the impact that adopting this new accounting standard will have on our related disclosures.

83

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Quantitative and Qualitative Disclosures about Market Risk

We have operations both within the United States and internationally, and we are exposed to market risk in the ordinary course of our business.

Investment and Credit Availability Risk

We manage cash and cash equivalents in various institutions at levels beyond the coverage limits of, and we purchase investments not guaranteed by, the Federal Deposit Insurance Corporation. Accordingly, there may be a risk that we will not recover the full principal of our investments or that their liquidity may be diminished. To mitigate this risk, our investment policy emphasizes preservation of principal and liquidity.

Multiple financial institutions are committed to provide loans and other credit instruments under our credit facility. There may be a risk that some of these institutions cannot deliver against these obligations in a timely manner, or at all.

Foreign Exchange Risk

The global scope of our business operations exposes us to the risk of fluctuations in foreign currency markets. This exposure is the result of certain product sourcing activities, some intercompany sales, foreign subsidiaries’ royalty payments, interest payments, earnings repatriations, net investment in foreign operations and funding activities. Our foreign currency management objective is to minimize the effect of fluctuations in foreign exchange rates on our nonfunctional currency cash flows and selected assets or liabilities without exposing ourselves to additional risk associated with transactions that could be regarded as speculative.

We use a centralized currency management operation to take advantage of potential opportunities to naturally offset exposures against each other. For any residual exposures under management, we may enter into various financial instruments, including forward exchange contracts, to hedge certain forecasted transactions, as well as certain firm commitments, including third-party and intercompany transactions. We have also designated a portion of our Euro-denominated debt as a net investment hedge of our investment in certain European subsidiaries.

Our foreign exchange risk management activities are governed by a foreign exchange risk management policy approved by our treasury committee, which comprises a group of our senior financial executives. Our treasury committee reviews our foreign exchange activities in support of monitoring our compliance with policy. The operating policies and guidelines outlined in the foreign exchange risk management policy provide a framework that allows for a managed approach to the management of currency exposures while ensuring the activities are conducted within established parameters. Our policy includes guidelines for the organizational structure of our treasury risk management function and for internal controls over foreign exchange risk management activities, including various measurements for monitoring compliance. We monitor foreign exchange risk and related derivatives using different techniques, including a review of market value, sensitivity analysis and a value-at-risk model. We use the market approach to estimate the fair value of our foreign exchange derivative contracts.

We use derivative instruments to manage certain but not all exposures to foreign currencies. Our approach to managing foreign currency exposures is consistent with that applied in previous years.

As of August 26, 2018 and November 26, 2017, we had forward foreign exchange contracts to buy $566.7 million and $769.1 million, respectively, and we had forward foreign exchange contracts to sell $104.2 million and $213.2 million, respectively, against foreign currencies. These contracts are at various exchange rates and expire at various dates through February 2020.

84

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Derivative Financial Instruments

We are exposed to market risk primarily related to foreign currencies. We manage foreign currency risks with the objective to minimize the effect of fluctuations in foreign exchange rates on our nonfunctional currency cash flows and selected assets or liabilities without exposing ourselves to additional risk associated with transactions that could be regarded as speculative.

We are exposed to credit loss in the event of nonperformance by the counterparties to the over-the-counter forward foreign exchange contracts. However, we believe our exposures are appropriately diversified across counterparties and that these counterparties are creditworthy financial institutions. We monitor the creditworthiness of our counterparties in accordance with our foreign exchange and investment policies. In addition, we have International Swaps and Derivatives Association, Inc. master agreements in place with our counterparties to mitigate the credit risk related to the outstanding derivatives. These agreements provide the legal basis for over-the-counter transactions in many of the world’s commodity and financial markets.

The following table presents the currency, average forward exchange rate, notional amount and fair values for our outstanding forward contracts as of November 26, 2017. The average forward exchange rate is the weighted-average of the forward rates of the contracts for the indicated currency. The notional amount represents the U.S. Dollar equivalent amount of the foreign currency at the inception of the contracts, and is the net sum of all buy and sell transactions for the indicated currency. A net positive notional amount represents a position to buy the U.S. Dollar versus the exposure currency, while a net negative notional amount represents a position to sell the U.S. Dollar versus the exposure currency. All transactions will mature before the end of February 2019.

	As of November 26, 2017
	Average Forward Exchange Rate		Notional Amount			Fair Value
	(dollars in thousands)
Currency:
Australian Dollar		0.75	$	22,440		$	(477	)
Canadian Dollar		1.30		69,417			(1,656	)
Swiss Franc		0.99		(7,595	)		151
Czech Koruna		21.88		(524	)		14
Danish Krone		6.36		(2,112	)		41
Euro		1.18		218,150			(6,633	)
British Pound Sterling		1.31		103,092			(2,393	)
Hong Kong Dollar		7.77		(5,757	)		(16	)
Hungarian Forint		267.02		(1,773	)		34
Japanese Yen		110.07		59,234			69
South Korean Won		1,128.33		20,210			(713	)
Mexican Peso		20.50		85,242			(5,344	)
Norwegian Krone		8.13		(1,489	)		4
New Zealand Dollar		0.69		(4,996	)		—
Polish Zloty		3.64		(5,193	)		169
Swedish Krona		8.43		22,112			(793	)
Singapore Dollar		1.36		(27,005	)		418
South African Rand		14.68		12,441			(533	)
Total			$	555,894		$	(17,658	)

85

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Interest Rate Risk

The following table provides information about our financial instruments that may be sensitive to changes in interest rates. The table presents principal (face amount) outstanding balances of our debt instruments and the related weighted-average interest rates for the years indicated based on expected maturity dates. All amounts are stated in U.S. Dollar equivalents.

	As of November 26, 2017(1)																As of November 27, 2016
	Expected Maturity Date
	2018		2019		2020		2021		2022		Thereafter			Total			Total
	(dollars in thousands)
Debt Instruments
Fixed Rate (U.S. Dollar)	$	—	$	—	$	—	$	—	$	—	$	500,000		$	500,000		$	1,025,000
Average interest rate		—		—		—		—		—		5.00	%		5.00	%		5.96	%
Fixed rate (Euro 475 million)		—		—		—		—		—		562,780			562,780			—
Average interest rate		—		—		—		—		—		3.375	%		3.375	%		—
Variable rate (U.S. Dollar)		—		—		—		—		—		—			—			—
Average interest rate		—		—		—		—		—		—			—			—
Total principal (face amount) of debt instruments	$	—	$	—	$	—	$	—	$	—	$	1,062,780		$	1,062,780		$	1,025,000

(1) Excluded from this table are other short-term borrowings of $38.5 million as of November 26, 2017, consisting of term loans and revolving credit facilities at various foreign subsidiaries that we expect to either pay over the next 12 months or refinance at the end of their applicable terms. Of this $38.5 million, $21.7 million was fixed-rate debt and $16.8 million was variable-rate debt.

86

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

BUSINESS

Levi Strauss & Co.

Our mission is to be, and be seen as, the world’s best apparel company and one of the best performing companies in any industry.

We are an iconic American company with a rich history of profitable growth, quality, innovation and corporate citizenship. Our story began in San Francisco, California in 1853 as a wholesale dry goods business. We invented the blue jean 20 years later. Today we design, market and sell products that include jeans, casual and dress pants, tops, shorts, skirts, jackets, footwear and related accessories for men, women and children around the world under our Levi’s, Dockers, Signature by Levi Strauss & Co. and Denizen brands. With $4.9 billion in net revenues, and sales in more than 110 countries in fiscal year 2017, we are one of the world’s leading apparel companies.

Our founder, Levi Strauss, was committed to integrity, philanthropy and good corporate citizenship. To this day, we continue to operate our company with these values through an approach we call “profits through principles.” It means never choosing easy over right. It means doing business in an ethical way and ensuring that the people who make our products are treated fairly. It means sourcing in a responsible manner and investing in innovative and more sustainable ways to make our products. Finally, it means using our influence as a successful business with global reach and powerful brands to advocate for social good and to give back to our communities.

Our business is operated through three geographic regions that comprise our three reporting segments: the Americas, Europe and Asia, which includes the Middle East and Africa. We service consumers through our global infrastructure, developing, sourcing and marketing our products around the world. Our Americas, Europe and Asia segments contributed 57%, 26% and 17%, respectively, of our net revenues in fiscal year 2017.

Our iconic, enduring brands are brought to life every day around the world by our talented and creative employees and partners. The Levi’s brand epitomizes classic, authentic American style and effortless cool. We have cultivated Levi’s as a lifestyle brand that is inclusive and democratic in the eyes of consumers while offering products that feel exclusive, personalized and original. This approach has enabled the Levi’s brand to evolve with the times and continually reach a new, younger audience, while our rich heritage continues to drive relevance and appeal across demographics. The Dockers brand helped drive “Casual Friday” in the 1990s and has been a cornerstone of casual menswear for more than 30 years. The Signature by Levi Strauss & Co. and Denizen brands, which we developed for value-conscious consumers, offer quality craftsmanship and great fit and style at affordable prices.

We recognize wholesale revenue from sales of our products through third-party retailers such as department stores, specialty retailers, leading third-party eCommerce sites and franchise locations dedicated to our brands. We also sell our products directly to consumers through a variety of formats, including our own company-operated mainline and outlet stores, company-operated eCommerce sites and select shop-in-shops located in department stores and other third-party retail locations. As of August 26, 2018, our products were sold in over 50,000 retail locations, including approximately 2,900 brand-dedicated stores and shop-in-shops. As of August 26, 2018, we had 798 company-operated stores and approximately 500 company-operated shop-in-shops. In the first nine months of fiscal year 2018, our wholesale and DTC channels generated 64% and 36% of net revenues, respectively, with our company-operated eCommerce sites representing 4% of net revenues.

The vision and leadership of our management team, the sustained strength of our brands and our ability to scale our operations profitably while driving strong commercial execution across our three

87

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

regions have resulted in robust financial performance. When our current management team joined our company starting in 2011, they implemented new revenue and profit growth strategies that remain in place today. These strategies are focused on delivering consistent profitable growth and a strong return on investment. We are seeing the positive results of these growth strategies and management’s disciplined approach. Net revenues have grown from $3.4 billion in the first nine months of fiscal year 2011 to $4.0 billion in the first nine months of fiscal year 2018, representing a CAGR of 2% (4% on a constant-currency basis). Net income has grown from $94 million in the first nine months of fiscal year 2011 to $186 million in the first nine months of fiscal year 2018, representing a CAGR of 10%.

Fiscal year 2017 marked an inflection point for our business in terms of year-over-year net revenues growth, and this momentum has continued through the first nine months of fiscal year 2018. Highlights of our results of operations in the first nine months of fiscal year 2018 and in fiscal year 2017 include:

	Nine Months Ended August 26, 2018		Year Ended November 26, 2017
Change from same prior-year period
Net revenues		16%		8%
Gross margin		220 basis points		110 basis points
Operating income		29%		1%(1)

(1) Our operating income in fiscal year 2017 reflects higher selling expenses associated with the growth and expansion of our DTC channel and increased spending on advertising and promotions as a result of our launching new advertising campaigns and brand-building initiatives.

In addition, we have significantly improved our balance sheet over the last several years. From November 27, 2011 to August 26, 2018, our total debt decreased from $1.97 billion to $1.06 billion, and our leverage ratio decreased from 3.8x to 1.5x. For additional information regarding leverage ratio, which is a non-GAAP financial measure, see “Selected Consolidated Financial Data—Non-GAAP Financial Measures.”

Our Competitive Strengths

The apparel industry is experiencing significant changes in how and where consumers shop for products, impacting the entire apparel value chain. We believe we are well-positioned to succeed in this environment due to the following strengths:

Iconic brands with deep heritage, superior product quality and a culture of innovation.

With a rich history spanning over 165 years, we offer products of exceptional quality at accessible prices. Levi’s is one of the most recognizable consumer brands in the world and the #1 brand globally in jeanswear (measured by total retail sales). Levi’s is an authentic and original lifestyle brand that has expanded beyond men’s jeans into women’s jeans and multiple product categories. Consumers around the world instantly recognize the distinctive traits of Levi’s jeans—the double arc stitching on the back pocket, known as the Arcuate Stitching Design, and the red fabric tab stitched into the right back pocket, known as the Red Tab Device. Building upon this rich history, we continue to innovate our product offerings to meet the evolving tastes of today’s consumers. Our Eureka Innovation Lab, an in-house creative space in San Francisco, California dedicated to research, design, creative development and advanced product prototypes, is responsible for delivering cutting-edge advancements for our company and the industry, with an emphasis on fit, finish and fabric. For example, the 4-way stretch fabric underpinning our 2015 Levi’s women’s jeans relaunch was developed at Eureka.

88

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

In our Levi’s men’s jeans business, we retain our commitment to innovating within our core fits, such as our iconic 501 jean, while introducing new fits to address changing consumer preferences. For example, our men’s 511 slim fit has been our top selling men’s jean for the last four fiscal years. In fiscal year 2017, we increased our focus on newer tapered men’s fits and have seen growth and momentum in sales of these fits as a result. We relaunched our Levi’s women’s jeans business in fiscal year 2015, resulting in a number of new styles, and we have seen 13 consecutive quarters of year-over-year women’s net revenues growth, including double digit growth for the last seven quarters. While we continue to refine our women’s skinny jeans, we are also leading with new silhouettes such as the Levi’s Wedgie Fit Jean and new fabric technologies such as Levi’s Hypersculpt.

Our Dockers brand recently introduced new khaki platforms, designed for comfort, durability and practicality. The Smart 360 Flex khakis have 4-way stretch, a flexible waistband and added features to meet the active lifestyle needs of today’s consumers. The All Seasons Tech khakis adjust to surroundings with engineered fabric for warm and cold conditions, to ensure year-round comfort.

Unique connection with our consumers.

Over the last two years, we have significantly increased the level of marketing support for our brands. In fiscal year 2017, we increased our spending on advertising and promotions by 14% over the prior fiscal year. This disciplined investment in brand-building is a key driver of the inflection in our financial performance that occurred in fiscal year 2017. In 2014, we launched a global brand campaign called “Live in Levi’s,” reflecting that many of our consumers’ greatest moments take place while they are wearing their favorite pair of Levi’s. As part of this ongoing campaign, our “Circles” TV and online ad was one of the top ten most-watched ads on YouTube in 2017, with over 25 million views to date. “Circles” also won the 2017 Cannes Lions Silver award, one of the most prestigious brand communication awards worldwide.

We also maintain a leading presence at significant cultural events around the world such as music festivals and sporting events, which have put the Levi’s brand back at the center of culture. In 2013, we secured the naming rights to the new stadium for the San Francisco 49ers, allowing us to connect with sport and music fans across the world. In February 2016, Super Bowl 50 at Levi’s Stadium was one of the most-watched programs in TV history. In April 2017, our Levi’s cutoff shorts, worn by Beyoncé during her headline performance at the Coachella music festival, were deemed the “ultimate Coachella clothing item” by People magazine, with Coachella generating approximately 5.8 billion global impressions for the Levi’s brand.

We are also leading the way in customization and personalization, areas that we believe are increasingly important to today’s consumers. We developed an experiential in-store Tailor Shop concept in which consumers can alter or customize their own jeans and trucker jackets by adding personalized stitching and patches. We now include these Tailor Shops in select stores across the world, providing an added reason for an in-person visit. Several of our stores also include Print Bars where consumers can design and print personalized T-shirts on the spot.

In addition, we generate exposure through selective collaborations with key influencers such as Justin Timberlake, with whom we launched a 20-piece capsule collection in the fall of 2018, and with popular brands such as Nike’s Air Jordan. Our second collaboration with Air Jordan in the summer of 2018 generated over one billion global impressions and sold out in minutes.

Robust, diversified business model across multiple regions, channels and categories.

We have a diversified business model that spans our three regions, a robust presence across both our wholesale and DTC channels and an established market share position in jeans, non-jeans

89

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

bottoms and tops for both men and women. The continued geographic and channel diversification of our business has contributed to improvements in our gross margin.

We have demonstrated strong net revenues growth in all three of our geographic regions. Net revenues in our Americas segment increased 11% and 3% year-over-year in the first nine months of fiscal year 2018 and in fiscal year 2017, respectively. Net revenues in our Europe segment increased 31% and 20% year-over-year in the first nine months of fiscal year 2018 and in fiscal year 2017, respectively. Net revenues in our Asia segment increased 10% and 5% year-over-year in the first nine months of fiscal year 2018 and in fiscal year 2017, respectively. Our Europe and Asia segments represented 47% of our net revenues and 46% of our total regional operating income in the first nine months of fiscal year 2018, as compared to 39% of our net revenues and 31% of our total regional operating income in fiscal year 2015, demonstrating the geographical diversification of our business.

We sell our products worldwide through third-party retailers such as department stores, specialty retailers, leading third-party eCommerce sites and franchisees who operate brand-dedicated stores. In the first nine months of fiscal year 2018, our wholesale channels generated 64% of our net revenues. We take care to select wholesale customers and distributors that we believe will represent our brands in a manner consistent with our values and growth strategies. The strength of our brands as a driver of retail traffic at our key wholesale partners allows us to maintain preferred floor space and presentation formats. Our wholesale channels net revenues increased 14% and 4% year-over-year in the first nine months of fiscal year 2018 and in fiscal year 2017, respectively, demonstrating strong growth despite becoming a smaller percentage of our overall net revenues. Sales to our top ten wholesale customers accounted for 26% and 28% of our net revenues in the first nine months of fiscal year 2018 and in fiscal year 2017, respectively. No single customer represented 10% or more of our net revenues in either of these periods.

We also sell our products directly to consumers through a variety of formats, including our own company-operated mainline and outlet stores, company-operated eCommerce sites and select shop-in-shops located in department stores and other third-party retail locations. Of these sales through our DTC channel, sales from our company-operated mainline and outlet stores represented 27% of our net revenues for the first nine months of fiscal year 2018, sales from our shop-in-shops represented 5% of our net revenues for the first nine months of fiscal year 2018 and sales from our company-operated eCommerce sites represented 4% of our net revenues for the first nine months of fiscal year 2018.

We are dedicated to expanding product category offerings that are underdeveloped for us today and that we believe can continue to drive organic business growth. For example, our tops category has increased from 11% of our net revenues in fiscal year 2015 to 20% of our net revenues in the first nine months of fiscal year 2018, and our women’s sales increased from 20% of our net revenues in fiscal year 2015 to 30% of our net revenues in the first nine months of fiscal year 2018, driven by our women’s jeans relaunch and product category diversification efforts.

Strong global operating infrastructure.

Our presence in more than 110 countries enables us to leverage our global scale for product development and sourcing while using our local expertise to tailor products and retail experiences to individual markets. In addition, our integrated production development and distribution platform enables us to achieve operating efficiencies and deliver superior quality products. In fiscal year 2018, we announced Project F.L.X., an approach that uses lasers in a new way to reduce finishing time and increase our operational agility, reducing lead time from more than six months to as fast as weeks or days in some cases. In fiscal year 2017, we sourced products from independent contractors located in approximately 26 countries around the world, with no single country accounting for more than 20% of our sourcing by unit volume. By leveraging our flexible supply chain and global operating infrastructure,

90

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

we are able to more quickly respond to consumer and customer demands, scale operations across diverse geographies and sales channels, shorten product development cycles and adapt to changing economic and political conditions, including new trade policies.

Values-driven company with an unwavering commitment to corporate citizenship.

Throughout our long history, we have upheld our strong belief that we can help shape society through civic engagement and community involvement, responsible labor and workplace practices, philanthropy, ethical conduct, environmental stewardship and transparency. The Levi Strauss Foundation, founded in 1952, is our main philanthropic arm. Its mission is to advance the human rights and well-being of underserved people in places where we have a business presence. We contribute to this foundation on an ongoing basis from the profits we generate. Across all aspects of our business, we engage in a “profits through principles” business approach and constantly strive to set higher standards for ourselves and the industry. For example, Project F.L.X. supports our position as a leader in sustainable apparel by enabling the elimination of thousands of chemical formulations from our supply chain. We were named to Fortune magazine’s “Change the World” list in 2017 and 2018 as a result of our initiatives to improve worker well-being and reduce the use of chemicals in our finishing process, respectively. Our milestone initiatives over the years include: integrating our factories prior to the enactment of the Civil Rights Act of 1964; developing a comprehensive supplier code of conduct that requires safe and healthy working conditions before such codes of conduct became commonplace among multinational apparel companies; and offering benefits to same-sex partners in the 1990s, long before most other companies.

Management team with a track record of success.

Over the last several years, our leadership team has built upon the strong foundation of our business, guiding our transformation into a more global, diversified lifestyle apparel company, driving strong financial results and improving our balance sheet. Our distinct culture and track record of success have enabled us to become a leading destination for top talent. Our Chief Executive Officer and Chief Financial Officer have been with the company for seven and six years, respectively, and most of our other key executives have worked together at the company for the last five years. Additionally, we have senior leadership in each of our operating segments to execute our growth strategy across our markets with the benefit of local knowledge and relationships.

Our Growth Strategies

Our growth and financial performance over the last several years has been the result of key growth strategies adopted by our management team, each of which is described in more detail below. We will continue to aggressively pursue our global market opportunity by executing these growth strategies and continuing to innovate throughout our business.

Drive the Profitable Core. Our core includes our most profitable and cash-generating businesses. Keeping these businesses healthy and growing is critical for funding expansion in other key growth areas.

Maintain and strengthen our longstanding leadership in men’s bottoms.    We are actively focused on maintaining and strengthening our men’s bottoms business, which has been and will continue to be a key driver of our operating results. Our iconic 501 jean continues to be a staple in closets around the world, and we continually find ways to update this fit to appeal to new consumers and remain relevant as tastes change. We are also introducing new products, such as updated straight leg and taper styles and fabrics with added stretch for greater comfort. Enhancing the fit,

91

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

finish and fabric of our existing product offerings while continuing to introduce new styles enables us to appeal to younger millennial consumers and to capitalize on the ongoing consumer trend toward casualization in fashion. We will continue to be nimble and respond to evolving demographics and fashion trends while retaining our authentic heritage.

Expand and strengthen our established wholesale customer base.    Our established wholesale customer base represents our largest distribution channel and will continue to represent a significant opportunity for growth. We are deepening key wholesale relationships through more targeted product assortments and a broader lifestyle offering. Despite recent challenges to chain retailers and department stores, primarily in the United States, net revenues from our top ten wholesale customers globally increased 13% year-over-year through the first nine months of fiscal year 2018. We are also expanding our wholesale relationships, with a focus in the United States on growing premium accounts such as Nordstrom and Bloomingdale’s. We are also growing our core business through wholesale eCommerce sites, including Amazon, where we have expanded our core product offering and established a Levi’s-branded storefront that offers consumers a curated experience similar to the one they enjoy when they visit our company-operated eCommerce sites.

Increase penetration and sales within our top five developed markets.    We manage our business by region, which enables us to respond more rapidly to opportunities presented by specific geographic markets. We continue to see growth among our top five developed markets: the United States, France, Germany, Mexico and the United Kingdom. Our net revenues in these five markets have collectively increased from $2.1 billion in the first nine months of fiscal year 2015 to $2.5 billion in the first nine months of fiscal year 2018. In 2017, our men’s jeans business had a #1 market share (measured by total retail sales) in four of these five markets, and in Germany we were third. Across these markets, we plan to expand via a combination of new stores, expanded wholesale relationships and an increased eCommerce presence.

Invest in marketing and advertising to increase engagement with our brands.    We expect to continue our investment in marketing and advertising, including television, digital and influencer marketing, focusing primarily on growing sales of our core product offerings and increasing engagement with all of our brands, particularly among younger consumers.

Expand for More. We have significant opportunity to grow by expanding beyond our core business into other underpenetrated categories, markets and brands.

Develop leading positions in categories outside of men’s bottoms.    We are focusing our product design and marketing efforts to reshape our global consumer perceptions from a U.S. men’s bottoms-oriented company to a global lifestyle leader for both men and women. To this end, in the near term, we are focusing on growing our tops and women’s businesses. In the first nine months of fiscal year 2018, our tops net revenues increased by 42% year-over-year and in fiscal year 2017, these net revenues increased by 37% year-over-year, reaching over $800 million in fiscal year 2017. While our logo T-shirt business has been a key driver of this growth, we are also seeing growth across other tops sub-categories such as fleece (sweatshirts) and trucker jackets. In the first nine months of fiscal year 2018, our women’s net revenues increased by 33% year-over-year and in fiscal year 2017, these net revenues increased by 25% year-over-year, reaching over $1.2 billion in fiscal year 2017. We believe we have a long runway for growth in both our tops and women’s categories. In the longer term, we intend to increase our focus on expanding our other product categories such as footwear and outerwear.

Expand presence in underpenetrated international markets.    We believe we have a significant opportunity to deepen our presence in key emerging markets, such as China and India, to drive long-term growth. China represents roughly 20% of the global apparel market, but only represented 4% of our net revenues in fiscal year 2017. We believe our new management team in China can significantly expand our business in China as we leverage a localized go-to-market

92

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

strategy to open new stores and build affinity among Chinese consumers. We are a market leader in jeanwear in India and have consistently increased net revenues in the last three fiscal years across all channels, driven by eCommerce and retail growth. To support further growth, we opened our first company-operated store in India in December 2017 and launched a company-operated eCommerce platform for the country in January 2018.

Continue to grow and expand the presence of our value brands, Signature by Levi Strauss & Co. and Denizen.    We are targeting value-conscious consumers through our Signature by Levi Strauss & Co. and Denizen brands, which are sold through wholesale accounts. We continue to grow our business with accounts such as Walmart and Target by expanding our offering within existing doors and leveraging our relationships with these retailers to launch our value brands in international markets. In the first nine months of fiscal year 2018 and in fiscal year 2017, net revenues from these brands increased 32% and 21%, respectively, year-over-year.

Opportunistically pursue acquisitions.    We expect to opportunistically pursue acquisitions to supplement our strong organic growth profile and drive further brand and category diversification. We will evaluate potential acquisition opportunities with a focus on strategic acquisitions that will enhance our portfolio of brands, bolster our product category expertise or add a new operating capability while fitting well with our corporate culture and providing an attractive financial return. We believe we are well-positioned and have the financial flexibility to pursue attractive acquisition opportunities as they arise.

Strengthen Position as a Leading Omni-Channel Retailer.    We are focused on growing our DTC channel in order to better control our brands and drive meaningful connections with our consumers globally.

Continue to expand our retail presence and improve our sales productivity in existing stores.    We continue to add new, profitable retail locations in the United States and across the globe. We had 65 more company-operated stores on August 26, 2018 than we did on August 27, 2017. We are focused on creating a shopping experience that excites today’s consumers with enhanced customization and personalization through our Tailor Shops and Print Bars. We continue to focus on redesigning the shopping experience, including the opening of a new flagship store in New York City’s Times Square in November 2018. At approximately 17,000 square feet, this is our largest mainline store. Additionally, we are continuing to implement integrated omni-channel and digital capabilities across our store fleet. We have updated our systems to enable customers to return products in-store that they purchased through our websites and allow our sales associates to place orders in store when desired fits or sizes are not available. Over the last year, we have also been rolling out a new RFID inventory management system to improve operations and help us test the effectiveness of different store layouts and assortments.

Drive eCommerce growth through global presence and superior consumer experience.    We have been focused on building out our eCommerce sites across geographies while also upgrading the foundation of our sites in key geographies such as the United States and Europe in order to deliver a better user experience. In addition, we are incubating a portfolio of innovative eCommerce features that further enhance consumer experience and demonstrate our leadership in fit and style in an online forum. For example, in 2017 we rolled out “Ask Indigo,” an AI-powered stylebot, to help guide consumers to the products that best fit their needs, just as an associate would in a brick-and-mortar store. We are continually testing and refining these features to help drive increased traffic, conversion and order size. We also recently rolled out an online program that enables consumers to customize trucker jackets, logo T-shirts and other products just as they would in-store. Net revenues from our company-operated eCommerce sites increased 20% year-over-year in the first nine months of fiscal year 2018 and 22% year-over-year in fiscal year 2017.

93

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Enhance Operational Excellence.    We seek out operational improvements that leverage our scale to unlock efficiencies throughout our organization and enable us to respond quickly to changing market dynamics.

Improve operations by leveraging our scale and consolidating end-to-end accountability.    We have ongoing initiatives to reduce inefficiency and increase profitability in our business. Our key efforts include leveraging our global scale to drive supply chain savings, end-to-end planning efforts to manage inventory more efficiently and a focus on driving continuous organizational efficiencies. These efforts, along with channel and geographical mix shifts, drove a gross margin of 54% through the first nine months of fiscal year 2018, which represents a 350 basis point increase since fiscal year 2015. We are in the process of implementing a new enterprise resource planning system that will strengthen our data and analysis capabilities. We are also planning to upgrade our distribution centers and improve our distribution networks in the United States and Europe to ensure we are prepared for future growth.

Improve flexibility and ability to respond to changing fashion and consumer trends.    We are taking steps to shorten our time to market in order to better meet the rapidly evolving needs of our customers and consumers. For example, Project F.L.X. increases operational agility in our men’s and women’s bottoms businesses and improves inventory management by enabling us to make final decisions on the mix of styles for our denim products closer to the time of sale. We have also added shorter go-to-market processes in categories such as tops in order to forecast and buy inventory more effectively, leading to higher sell through rates and less marked down product.

Our Brands and Products

We offer a broad range of products, including jeans, casual and dress pants, tops, shorts, skirts, jackets, footwear and related accessories. Across all of our brands, pants—including jeans, casual pants and dress pants—represented approximately 67%, 72% and 77% of our total units sold in the first nine months of fiscal year 2018 and in fiscal years 2017 and 2016, respectively. Men’s products generated 68%, 72% and 76% of our total net sales in the first nine months of fiscal year 2018 and in fiscal years 2017 and 2016, respectively.

Levi’s Brand

The Levi’s brand epitomizes classic, authentic American style and effortless cool. Levi’s is an authentic and original lifestyle brand and the #1 brand globally in jeanswear (measured by total retail sales). Since their inception in 1873, Levi’s jeans have become one of the most recognizable garments in the world—reflecting the aspirations and earning the loyalty of people for generations. Consumers around the world instantly recognize the distinctive traits of Levi’s jeans, including the Arcuate Stitching Design and the Red Tab Device. The Levi’s brand continues to evolve to meet the tastes of today’s consumers, driven by its distinctive pioneering and innovative spirit. Our range of leading jeanswear, other apparel items and accessories for men, women and children is available in more than 110 countries, allowing individuals around the world to express their personal style.

The Levi’s brand encompasses a range of products. Levi’s Red Tab products are the foundation of the brand, consisting of a wide spectrum of jeans and jeanswear offered in a variety of fits, fabrics, finishes, styles and price points intended to appeal to a broad spectrum of consumers. The line includes the iconic 501 jean, the original and best-selling five-pocket jean of all time. The line also incorporates a full range of jeanswear fits and styles designed specifically for women. Sales of Red Tab products represented the majority of our Levi’s brand net sales in all three of our regions in the first nine months of fiscal year 2018 and in fiscal years 2017 and 2016. We also offer premium products around the world under the Levi’s brand, including a range of premium pants, tops, shorts, skirts, jackets, footwear and related accessories.

94

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Our Levi’s brand products accounted for 86%, 86% and 85% of our total net sales in the first nine months of fiscal year 2018 and in fiscal years 2017 and 2016, respectively, approximately half of which were generated in our Americas region.

Dockers Brand

Founded in 1986, the Dockers brand sparked a revolution in the way millions of men dressed around the world, shifting from the standard issue suit to a more casual look. 30 years later, the Dockers brand continues to embody the spirit of khakis and define business casual. Since its introduction, the brand has focused on men’s khakis and the essential clothing accessories to go with them.

Our Dockers brand products accounted for 7%, 8% and 10% of our total net sales in the first nine months of fiscal year 2018 and in fiscal years 2017 and 2016, respectively. Although the substantial majority of these net sales were in the Americas region, Dockers brand products were sold in more than 50 countries as of August 26, 2018.

Signature by Levi Strauss & Co. and Denizen Brands

In addition to our Levi’s and Dockers brands, we offer the Signature by Levi Strauss & Co. and Denizen brands, which are focused on value-conscious consumers who seek quality craftsmanship and great fit and style at affordable prices. We offer denim jeans, casual pants, tops and jackets in a variety of fits, fabrics and finishes for men, women and children under the Signature by Levi Strauss & Co. brand through the mass retail channel in the United States and Canada. The Denizen brand was introduced in the United States starting in 2011, and includes a variety of jeans to complement active lifestyles and to empower consumers to express their aspirations, individuality and attitudes. The Denizen brand is sold through wholesale accounts in the United States.

Our Signature by Levi Strauss & Co. and Denizen brand products accounted for 7%, 6% and 5% of our total net sales in the first nine months of fiscal year 2018 and in fiscal years 2017 and 2016, respectively.

Licensing

The appeal of our brands across consumer groups and our global reach enable us to license our Levi’s and Dockers trademarks for a variety of product categories in multiple markets in each of our regions, including footwear, belts, wallets and bags, outerwear, sweaters, dress shirts, kidswear, sleepwear and hosiery. Licensing accounted for 2% of our total net revenues in each of the first nine months of fiscal year 2018 and in fiscal years 2017 and 2016.

We enter into licensing agreements with our licensees covering royalty payments, product design and manufacturing standards, marketing and sale of licensed products, and protection of our trademarks. We require our licensees to comply with our code of conduct for contract manufacturing and engage independent monitors to perform regular on-site inspections and assessments of production facilities.

Sales, Distribution and Customers

We recognize wholesale revenue from sales of our products through third-party retailers such as department stores, specialty retailers, leading third-party eCommerce sites and franchise locations dedicated to our brands. We also sell our products directly to consumers through a variety of formats,

95

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

including our own company-operated mainline and outlet stores, company-operated eCommerce sites and select shop-in-shops located in department stores and other third-party retail locations. As of August 26, 2018, our products were sold in over 50,000 retail locations, including approximately 2,900 brand-dedicated stores and shop-in-shops. As of August 26, 2018, we had 798 company-operated stores and approximately 500 company-operated shop-in-shops. The remainder of our brand-dedicated stores and shop-in-shops were operated by franchisees and other partners. In the first nine months of fiscal year 2018, our wholesale and DTC channels generated 64% and 36% of our net revenues, respectively, with our eCommerce sites representing 4% of overall net revenues.

Multi-Brand Retailers

We seek to make our products available where consumers shop, including offering products that are appropriately tailored for our wholesale customers and their retail consumers. We take care to select wholesale customers and distributors that we believe will represent our brands in a manner consistent with our values and growth strategies. Sales to our top ten wholesale customers accounted for 26%, 28% and 30% of our net revenues in the first nine months of fiscal year 2018 and in fiscal years 2017 and 2016, respectively. No single customer represented 10% or more of our net revenues in any of these periods.

We also sell our products directly to consumers through shop-in-shops located in certain of our wholesale customers’ and other third-party retail locations. Typically, this format is conducted on a concession basis, whereby the inventory continues to be owned by us (not the retailer) until ultimate sale to the end consumer. The salespeople involved in these transactions are generally our employees and not those of the retailer. We recognize revenue in the amount of the sale to the end consumer, while paying our partners a commission. We operated approximately 500 of these shop-in-shops as of August 26, 2018.

Dedicated Stores and eCommerce Sites

We believe retail stores dedicated to our brands are important for the growth, visibility, availability and commercial success of our brands, and they are an increasingly important part of our strategy for expanding distribution of our products. Our brand-dedicated stores are either operated by us or by independent third parties such as franchisees. In addition to the dedicated stores, we maintain brand-dedicated eCommerce sites that sell products directly to consumers.

Company-Operated Brick-and-Mortar Retail Stores.    Our company-operated retail stores, comprising both mainline and outlet stores, generated 27%, 26% and 24% of our net revenues in the first nine months of fiscal year 2018 and in fiscal years 2017 and 2016, respectively. As of August 26, 2018, we had 798 company-operated stores, predominantly Levi’s stores, located in 32 countries across our three regions. We had 261 of these stores in the Americas, 290 stores in Europe and 247 stores in Asia. During fiscal year 2017, we added 84 company-operated stores and closed 31 stores. During the first nine months of fiscal year 2018, we added 78 company-operated stores and closed 30 stores.

Franchised and Other Stores.    Franchised, licensed or other forms of brand-dedicated stores operated by independent third parties sell Levi’s and Dockers products in markets outside the United States. There were approximately 1,300 of these stores as of August 26, 2018, and they are a key element of our international distribution. In addition to these stores, we consider our network of brand-dedicated shop-in-shops, which are located within department stores and may be either operated directly by us or third parties, to be an important component of our retail distribution in international markets. Outside the United States, approximately 300 of these shop-in-shops were operated by third parties as of August 26, 2018.

96

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

eCommerce Sites.    We maintain brand-dedicated eCommerce sites, including www.levi.com and www.dockers.com, that sell products directly to consumers across multiple markets around the world. These sites represented 4% of overall net revenues and 12% of DTC channel net revenues in the first nine months of fiscal year 2018.

Marketing and Promotion

Our marketing is rooted in globally consistent brand messages that reflect the unique attributes of our brands, including the Levi’s brand as the authentic and original jeanswear brand and the Dockers brand as the definitive khaki. We continually strengthen our portfolio of brands and our positioning at the center of popular culture with a diverse mix of marketing initiatives to drive consumer demand, such as through social media and digital and mobile outlets, sponsorships, product placement in leading fashion magazines and with celebrities, television and radio advertisements, personal sponsorships and endorsements, and selective collaborations with key influencers, integrating ourselves with significant cultural events, and on-the-ground efforts such as street-level events and similar targeted viral marketing activities. We also connect with sport and music fans across the world, including through the naming rights to the new stadium for the San Francisco 49ers, which we secured in 2013.

Our marketing organization includes both global and regional marketing teams. Our global marketing team is responsible for developing a toolkit of marketing assets and brand guidelines to be applied across all marketing activities, including media, engagement, brand environment and in-store activation. Our regional marketing teams adapt global tools for local relevance and execute marketing strategies within the markets where we operate.

We also use our websites, including www.levi.com and www.dockers.com, in relevant markets to enhance consumer understanding of our brands and help consumers find and buy our products (information contained on, or that can be accessed through, our website is not incorporated by reference in this prospectus, and you should not consider information on our website to be part of this prospectus).

Sourcing and Logistics

Organization

Our global sourcing and logistics organizations are responsible for taking a product from the design concept stage through production to delivery to our customers. Our objective is to leverage our global scale to achieve product development and sourcing efficiencies and reduce total product and distribution costs while maintaining our focus on product quality, local service levels and working capital management. Our presence in more than 110 countries enables us to leverage our global scale for product development and sourcing while using our local expertise to tailor products and retail experiences to individual markets. Our integrated production development and distribution platform enables us to achieve operating efficiencies and deliver superior quality products.

Product Procurement

We source nearly all of our products through independent contract manufacturers. The remainder is sourced from our company-operated manufacturing and finishing plants. See “—Properties” for more information about these manufacturing facilities.

Sources and Availability of Raw Materials

The principal fabrics used in our products include cotton, blends, synthetics and wools. The prices we pay our suppliers for our products are dependent in part on the market price for raw

97

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

materials used to produce them, primarily cotton. The price and availability of cotton may fluctuate substantially, depending on a variety of factors. The price fluctuations impact the cost of our products in future seasons due to the lead time of our product development cycle. Fluctuations in product costs can cause a decrease in our profitability if product pricing actions taken in response are insufficient or if those actions cause our wholesale customers or retail consumers to reduce the volumes they purchase.

Sourcing Locations

We use numerous independent contract manufacturers located throughout the world for the production and finishing of our garments. We conduct assessments of political, social, economic, trade, labor and intellectual property protection conditions in the countries in which we source our products before placing production in those countries and on an ongoing basis. We also monitor ongoing global trade regulations to optimize our supply chain networks in response to changes in tariffs or other trade policies around the world.

In fiscal year 2017, we sourced products from contract manufacturers located in approximately 26 countries around the world. We sourced products in North and South Asia, South and Central America (including Mexico and the Caribbean), Europe and Africa. No single country accounted for more than 20% of our sourcing in the first nine months of fiscal year 2018 or in fiscal year 2017.

Sourcing Practices

Our sourcing practices include these elements:

• We require all third-party contractors and subcontractors who manufacture or finish products for us to comply with our code of conduct relating to supplier working conditions as well as environmental, employment and sourcing practices. We also require our licensees to ensure that their manufacturers comply with our requirements.

• Our supplier code of conduct covers employment practices such as wages and benefits, working hours, health and safety, working age and discriminatory practices, environmental matters such as wastewater treatment and solid waste disposal, and ethical and legal conduct.

• We regularly assess manufacturing and finishing facilities through periodic on-site facility inspections and improvement activities, including use of independent monitors to supplement our internal staff. We integrate review and performance results into our sourcing decisions.

• We disclose the names and locations of our contract manufacturers to encourage collaboration among apparel companies in factory monitoring and improvement. We regularly evaluate and refine our code of conduct processes.

Logistics

We use company-operated and third-party distribution facilities to warehouse and ship products to our wholesale customers, retail stores and eCommerce customers. For more information, see “—Properties.” Distribution center activities include receiving finished goods from our contract manufacturers and plants, inspecting those products, preparing them for retail presentation, and shipping them to our customers and to our own stores. Our distribution centers maintain a combination of replenishment and seasonal inventory. In certain locations around the globe, we have consolidated our distribution centers to service multiple countries.

98

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Competition

The global apparel industry is highly competitive and fragmented. It is characterized by low barriers to entry, brands targeted at specific consumer segments, many regional and local competitors and an increasing number of global competitors. Principal competitive factors include:

• anticipating and responding to changing consumer preferences and buying trends in a timely manner, and ensuring product availability at wholesale and DTC channels;

• developing high-quality, innovative products with relevant designs, fits, finishes, fabrics, style and performance features that meet consumer desires and trends;

• maintaining favorable and strong brand name recognition and appeal through strong and effective marketing support and intelligence in diverse market segments;

• identifying and securing desirable new retail locations and presenting products effectively at company-operated retail and franchised and other brand-dedicated stores;

• ensuring high-profile product placement at retailers;

• anticipating and responding to consumer expectations regarding eCommerce shopping and shipping;

• optimizing supply chain cost efficiencies and product development cycle lead times;

• creating products at a range of price points that appeal to the consumers of both our wholesale customers and our dedicated retail stores and eCommerce sites situated in each of our geographic regions; and

• generating competitive economics for wholesale customers, including retailers, franchisees and licensees.

We believe we compete favorably with respect to these factors.

We face competition from a broad range of competitors at the global, regional and local levels in diverse channels across a wide range of retail price points, and some of our competitors are larger and have more resources in the markets in which we operate. Our primary competitors include vertically integrated specialty stores, jeanswear brands, khakiwear brands, athletic wear companies, retailers’ private or exclusive labels, and certain eCommerce sites.

Seasonality of Sales

We typically achieve our largest quarterly revenues in the fourth fiscal quarter. In fiscal year 2016, our net revenues in the first, second, third and fourth quarters represented 23%, 22%, 26% and 29%, respectively, of our total net revenues. In fiscal year 2017, our net revenues in the first, second, third and fourth quarters represented 22%, 22%, 26% and 30%, respectively, of our total net revenues.

We typically achieve a significant amount of revenues from our DTC channel on the Friday following Thanksgiving Day, which is commonly referred to as Black Friday. Due to the timing of our fiscal year-end, a particular fiscal year might include one, two or no Black Fridays, which could impact our net revenues for the fiscal year. Each of fiscal years 2017 and 2016 included, and fiscal year 2018 will include, one Black Friday. Fiscal year 2019 will have no Black Friday, while fiscal year 2020 will have two Black Fridays.

The level of our working capital reflects the seasonality of our business. We expect inventory, accounts payable and accrued expenses to be higher in the second and third fiscal quarters in preparation for the fourth fiscal quarter selling season. Order backlog is not material to our business.

99

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Intellectual Property

We have more than 5,000 trademark registrations and pending applications in approximately 180 jurisdictions worldwide, and we acquire rights in new trademarks according to business needs. Substantially all of our global trademarks are owned by Levi Strauss & Co. We regard our trademarks as our most valuable assets and believe they have substantial value in the marketing of our products. The Levi’s, Dockers and 501 trademarks, the Arcuate Stitching Design, the Tab Device, the Two Horse Design, the Housemark and the Wings and Anchor Design are among our core trademarks.

We protect these trademarks by registering them with the U.S. Patent and Trademark Office and with governmental agencies in other countries, particularly where our products are manufactured or sold. We work vigorously to enforce and protect our trademark rights by engaging in regular market reviews, helping local law enforcement authorities detect and prosecute counterfeiters, issuing cease-and-desist letters against third parties infringing or denigrating our trademarks, opposing registration of infringing trademarks, and initiating litigation as necessary. We are currently pursuing over 300 infringement matters around the world. We also work with trade groups and industry participants seeking to strengthen laws relating to the protection of intellectual property rights in markets around the world.

As of August 26, 2018, we had 11 issued U.S. patents and 15 U.S. patent applications pending. Our patents expire between      and     . We also had 29 issued patents and five international and foreign patent applications pending. In addition, as we develop technologies that we believe are innovative, such as Project F.L.X., we intend to continually assess the patentability of new intellectual property.

Our Employees

As of August 26, 2018, we employed approximately 13,800 people, of whom approximately 6,300 were located in the Americas, 4,000 were located in Europe and 3,400 were located in Asia. Approximately 1,800 of our employees were associated with the manufacturing and procurement of our products, 6,700 worked in retail (including seasonal employees), 1,500 worked in distribution and 3,900 were other non-production employees. As of August 26, 2018, approximately 3,100 of our employees were represented by a labor union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relations with our employees to be good.

History and Corporate Citizenship

Our story began in San Francisco, California in 1853 as a wholesale dry goods business. We invented the blue jean 20 years later. In 1873, we received a U.S. patent for “waist overalls” with metal rivets at points of strain. The first product line designated by the lot number “501” was created in 1890.

In the 19th and early 20th centuries, our work pants were worn primarily by cowboys, miners and other working men in the western United States. Then, in 1934, we introduced our first jeans for women, and after World War II, our jeans began to appeal to a wider market. By the 1960s, they had become a symbol of American culture, representing a unique blend of history and youth. We opened our export and international businesses in the 1950s and 1960s. The Dockers brand helped drive “Casual Friday” in the 1990s and has been a cornerstone of casual menswear for more than 30 years.

Today, descendants of the family of Levi Strauss continue to be actively involved in our company. Our Class B common stock is primarily owned by these descendants and their relatives and trusts

100

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

established for their behalf. In order to facilitate a forum for frequent, open and constructive dialogue between us and these stockholders, the family members have organized a family council, which engages with us on topics of mutual interest, such as our industry, governance, ownership and philanthropy. Management interacts with the family members, including the family council, in a manner consistent with all applicable laws and regulations.

Throughout this long history, we have upheld our strong belief that we can help shape society through civic engagement and community involvement, responsible labor and workplace practices, philanthropy, ethical conduct, environmental stewardship and transparency. We engage in a “profits through principles” business approach and constantly strive to set higher standards for ourselves and the industry. Our milestone initiatives over the years include: integrating our factories prior to the enactment of the Civil Rights Act of 1964; developing a comprehensive supplier code of conduct that requires safe and healthy working conditions before such codes of conduct became commonplace among multinational apparel companies; and offering benefits to same-sex partners in the 1990s, long before most other companies.

101

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Properties

We conduct manufacturing, distribution and administrative activities in owned and leased facilities. As of August 26, 2018, we operated two manufacturing-related facilities abroad and eight distribution centers around the world. We have renewal rights for most of our property leases. We anticipate that we will be able to extend these leases on terms satisfactory to us or, if necessary, locate substitute facilities on acceptable terms. We believe our facilities and equipment are in good condition and are suitable for our needs. Information about our key operating properties in use as of August 26, 2018, is summarized in the following table:

Location	Primary Use	Leased/Owned
Americas:
San Francisco, California	Design and Product Development		Leased
Hebron, Kentucky	Distribution		Owned
Canton, Mississippi	Distribution		Owned
Henderson, Nevada	Distribution		Owned
Etobicoke, Canada	Distribution		Owned
Cuautitlan, Mexico	Distribution		Leased
Europe:
Plock, Poland	Manufacturing and Finishing		Leased	(1)
Northampton, United Kingdom	Distribution		Leased
Asia:
Adelaide, Australia	Distribution		Leased
Cape Town, South Africa	Manufacturing, Finishing and Distribution		Leased

(1) Buildings and improvements in Plock, Poland are owned but subject to a ground lease.

Our global headquarters and the headquarters of our Americas region are both located in leased premises in San Francisco, California. Our Europe and Asia headquarters are located in leased premises in Diegem, Belgium and Singapore, respectively. In addition to the above, we operate finance shared service centers in Eugene, Oregon and Singapore. We also operate a back-up data center located in Westlake, Texas. As of August 26, 2018, we also leased or owned 78 administrative and sales offices in 42 countries, as well as leased 11 warehouses in six countries.

In addition, as of August 26, 2018, we had 798 company-operated stores in leased premises in 32 countries (261 stores in the Americas, 290 stores in Europe and 247 stores in Asia).

Legal Proceedings

In the ordinary course of business, we have various pending cases involving contractual matters, facility and employee-related matters, distribution matters, product liability claims, customs and duty regulations, trademark infringement and other matters. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together be expected to have a material adverse effect on our business, results of operations, financial condition or cash flows. However, the results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Government Regulation

In the United States and in the other jurisdictions in which we operate, we are subject to labor and employment laws, laws governing advertising, privacy and data security, safety regulations and other laws, including consumer protection regulations that apply to retailers and/or the promotion and sale of merchandise and the operation of our retail stores, manufacturing-related facilities and distribution centers. Our products may be subject to tariffs, treaties and various trade agreements, as well as laws affecting the importation of consumer goods. We monitor changes in these laws and believe we are in material compliance with applicable laws.

102

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information with respect to our directors and executive officers as of August 26, 2018:

Name	Age	Position(s)
Non-Employee Directors:
Stephen C. Neal(1)	69	Chairman of our Board of Directors
Troy Alstead(2)(4)	55	Director
Jill Beraud(3)(4)	58	Director
Robert A. Eckert(1)(2)	64	Director
Spencer C. Fleischer(3)(4)	64	Director
David A. Friedman(1)	65	Director
Peter E. Haas Jr.(1)(2)	70	Director
Christopher J. McCormick(3)(4)	62	Director
Jenny Ming(4)	63	Director
Patricia Salas Pineda(1)(2)	66	Director
Joshua E. Prime(5)	41	Future Director
Executive Officers:
Charles V. Bergh	61	President, Chief Executive Officer and Director
Roy Bagattini	55	Executive Vice President and President, Americas
Seth M. Ellison	59	Executive Vice President and President, Europe
Seth R. Jaffe	61	Executive Vice President and General Counsel
David Love	55	Executive Vice President and President, Asia, Middle East and Africa
Elizabeth O’Neill	47	Executive Vice President and President, Product, Innovation and Supply Chain
Marc Rosen	50	Executive Vice President and President, Direct-to-Consumer
Harmit Singh	55	Executive Vice President and Chief Financial Officer

(1) Member of our nominating, governance and corporate citizenship committee.

(2) Member of our human resources committee.

(3) Member of our finance committee.

(4) Member of our audit committee.

(5) Mr. Prime was elected to our board of directors on July 27, 2018, to be effective when Mr. Haas Jr. retires from our board of directors, which is expected to occur in September 2019.

Non-Employee Directors

Stephen C. Neal, a director since 2007, is the Chairman of our board of directors, a position he has held since September 2011. He is also the Chairman of the law firm Cooley LLP, where he was also Chief Executive Officer from 2001 until January 1, 2008. In addition to his extensive experience as a trial lawyer on a broad range of corporate issues, Mr. Neal has represented and advised numerous boards of directors, special committees of boards and individual directors on corporate governance and other legal matters. Prior to joining Cooley in 1995, Mr. Neal was a partner of the law firm Kirkland & Ellis LLP. Mr. Neal brings to our board of directors deep knowledge and broad experience in corporate governance as well as his perspectives drawn from advising many companies throughout his career.

103

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Troy Alstead, a director since 2012, is the President and Chief Executive Officer of Table 47 and Ocean5, a restaurant and social concept, and founder of the Ocean5 Foundation focused on raising awareness and funding for sustainability of the world’s oceans and seas. In February 2016, he retired from Starbucks Corporation after 24 years with the company, having most recently served as Chief Operating Officer. Mr. Alstead previously held the positions of Group President, Chief Financial Officer and Chief Administrative Officer of Starbucks. He joined Starbucks in 1992, and over the years served in a number of operational, general management and finance roles. Mr. Alstead spent a decade in Starbucks international business, including roles as Senior Leader of Starbucks International, President of Europe, Middle East and Africa headquartered in Amsterdam and Chief Operating Officer of Starbucks Greater China headquartered in Shanghai. Mr. Alstead currently serves as a director of Topgolf International, Inc., Harley-Davidson, Inc. and YETI Holdings, Inc. Mr. Alstead brings to our board of directors his broad financial and business perspective developed over many years in the global consumer goods industry.

Jill Beraud, a director since 2013, most recently served as Chief Executive Officer of Ippolita (Seno Jewelry), a privately-held luxury jewelry company with distribution in high-end department stores, flagship and eCommerce, from October 2015 until September 2018. Prior to Ippolita (Seno Jewelry), Ms. Beraud was Executive Vice President for Tiffany & Co., with responsibility for its Global Retail Operations and oversight of strategic store development and real estate from October 2014 until June 2015. Prior to Tiffany & Co., Ms. Beraud was with Living Proof, Inc., a privately-held company that uses advanced medical and materials technologies to create hair care and skin care products for women, where she was Chief Executive Officer from December 2011 to October 2014. Prior to that, Ms. Beraud served as President of Starbucks/Lipton Joint Ventures and Chief Marketing Officer of PepsiCo Americas Beverages from July 2009 to June 2011, and PepsiCo’s Global Chief Marketing Officer from December 2008 to July 2009. Before PepsiCo, Ms. Beraud spent 13 years at Limited Brands in various roles, including Chief Marketing Officer of Victoria’s Secret and Executive Vice President of Marketing for its broader portfolio of specialty brands, including Bath & Body Works, C.O. Bigelow, Express, Henri Bendel and Limited Stores. Ms. Beraud was selected to join our board of directors due to her extensive marketing, social media and consumer branding experience, as well as her extensive managerial and operational knowledge in the apparel and other consumer goods industries.

Robert A. Eckert, a director since 2010, is Operating Partner of FFL Partners, LLC, a private equity firm, since September 2014. Mr. Eckert is also Chairman Emeritus of Mattel, Inc., a role he has held since January 2013. He was Mattel’s Chairman and Chief Executive Officer from May 2000 until December 2011, and he continued to serve as its Chairman until December 2012. He previously worked for Kraft Foods, Inc. for 23 years, and served as President and Chief Executive Officer from October 1997 until May 2000. From 1995 to 1997, Mr. Eckert was Group Vice President of Kraft Foods, and from 1993 to 1995, Mr. Eckert was President of the Oscar Mayer foods division of Kraft Foods. Mr. Eckert is currently a director of McDonald’s Corporation, Amgen, Inc., Eyemart Express Holdings, LLC, Enjoy Beer Holdings, LLC and Quinn Company. Mr. Eckert was selected to join our board of directors due to his experience as a senior executive engaged with the dynamics of building global consumer brands through high performance expectations, integrity and decisiveness in driving businesses to successful results.

Spencer C. Fleischer, a director since 2013, is Managing Partner of FFL Partners, LLC, a private equity firm. Before co-founding FFL Partners, LLC in 1997, Mr. Fleischer spent 19 years at Morgan Stanley & Company as an investment banker and senior leader. During his time there, he led business units in Asia, Europe and the United States. Mr. Fleischer currently serves as a director of The Clorox Company, Strategic Investment Group and Eyemart Express Holdings, LLC. He was a director of American West Bank until October 2015 when it was acquired by Banner Corporation, and was thereafter a director of Banner Corporation until December 2016. Mr. Fleischer was selected to join our board of directors due to his broad financial and international business perspective developed over many years in the private equity and investment banking industries.

104

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

David A. Friedman, a director since July 2018, is a Senior Principal, Emeritus Chief Executive Officer and Chair of the Board, and past-President and Chief Executive Officer of Forell/Elsesser Engineers, with over 40 years of professional practice in structural and earthquake engineering. Mr. Friedman is the President and an active member of the board of directors for the Earthquake Engineering Research Institute, which disseminates lessons learned from earthquakes around the world, and served on its post-earthquake reconnaissance teams in Kobe, Japan in 1995 and Wenchuan, China in 2008. Mr. Friedman is also involved in many institutional, academic, philanthropic and not-for-profit boards, including the San Francisco Foundation, the San Francisco Planning and Urban Research Association, the University of California, Berkeley Foundation, the Jewish Home of San Francisco and Build Change. Mr. Friedman is a licensed structural engineer in California, Nevada and British Columbia. Mr. Friedman was selected to join our board of directors due to his broad professional experience, as well as his extensive background with our company arising from his familial connection to our founder.

Peter E. Haas Jr., a director since 1985, is a trustee and President of the Walter and Elise Haas Fund, a director and President of the Red Tab Foundation, a director of the Levi Strauss Foundation and the Novato Youth Center Advisory Board, a Trustee Emeritus of the San Francisco Foundation, and Vice President of the Peter E. Haas Jr. Family Fund. Mr. Haas Jr. was one of our managers from 1972 to 1989. He was Director of Product Integrity of The Jeans Company, one of our former operating units, from 1984 to 1989. He served as Director of Materials Management for Levi Strauss USA in 1982 and Vice President and General Manager in the Menswear Division in 1980. Mr. Haas Jr.’s background in numerous operational roles specific to our company and his familial connection to our founder enable him to engage in board deliberations with valuable insight and experience.

Christopher J. McCormick, a director since April 2016, most recently served as President and Chief Executive Officer of L.L. Bean, Inc. from 2001 until 2016. Mr. McCormick joined L.L. Bean in 1983, previously serving in a number of senior and executive level positions in advertising and marketing. Prior to becoming President and Chief Executive Officer of L.L. Bean, he was Senior Vice President and Chief Marketing Officer from 2000 to 2001. Mr. McCormick is a director of Sun Life Financial, Inc. and Big Lots!, Inc. Mr. McCormick brings to our board of directors his deep channel knowledge and eCommerce and direct marketing experience.

Jenny Ming, a director since September 2014, is President and Chief Executive Officer of Charlotte Russe Inc., a fast-fashion specialty retailer of apparel and accessories catering to young women, a position she has held since October 2009. From March 1999 to October 2006, Ms. Ming served as President of Old Navy, a $7 billion brand in The Gap, Inc.’s portfolio, where she oversaw all aspects of Old Navy and its 900 retail clothing stores in the United States and Canada. Ms. Ming joined The Gap, Inc. in 1986, serving in various executive capacities at its San Francisco headquarters, and in 1994, she was a member of the executive team who launched Old Navy. Ms. Ming serves on the Boards of Directors of Paper Source and Tower Foundation. Ms. Ming was selected to join our board of directors due to her extensive operational and retail leadership experience in the apparel industry.

Joshua E. Prime has agreed to serve as a director effective when Mr. Haas Jr. retires from our board of directors, which is expected to occur in September 2019. Mr. Prime serves as Partner, Idea Generation and Research, at Indaba Capital Management, L.P., where has served since its founding in 2010. From 2007 to 2009, Mr. Prime was a manager of retail strategy for the Americas Region of Levi Strauss & Co. From 1999 to 2005, Mr. Prime served as an analyst in merger arbitrage, special situations and credit at Farallon Capital Management, L.L.C. Mr. Prime was selected to replace Mr. Haas Jr. on our board of directors due to his broad professional experience, including with our company, and his additional insight arising from his familial connection to our founder.

Patricia Salas Pineda, a director since 1991, retired in October 2016 as Group Vice President of Hispanic Business Strategy for Toyota Motor North America, Inc., an affiliate of one of the world’s

105

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

largest automotive firms, a position she held since May 2013. Previously, Ms. Pineda served Toyota Motor North America as Group Vice President of National Philanthropy and the Toyota USA Foundation from 2004 to 2013. During this period, Ms. Pineda also served as General Counsel and Group Vice President of Administration from 2006 to 2008 and as Group Vice President of Corporate Communications and General Counsel from 2004 to 2006. Prior to that, Ms. Pineda was Vice President of Legal, Human Resources and Government Relations, and Corporate Secretary of New United Motor Manufacturing, Inc. with which she had been associated since 1984. Ms. Pineda was selected as a member of our board of directors to bring her expertise in government relations and regulatory oversight, corporate governance and human resources matters. She is currently a Chairwoman and member of the Latino Corporate Directors Association, a director of Frontier Airlines and a member of the board of trustees of Earthjustice. Ms. Pineda also served as a member of the advisory board of the Latinos and Society Program at The Aspen Institute from September 2017 to October 2018. Her long tenure on our board of directors also provides valuable historical perspective.

Executive Officers

Charles V. Bergh, a director since he joined the company in September 2011, is our President and Chief Executive Officer. Prior to joining us, Mr. Bergh held a progression of leadership roles during his 28-year career at Procter & Gamble. Mr. Bergh is also the non-executive Chairman of HP Inc. He previously served on the board of directors for VF Corporation, the Singapore Economic Development Board and was a member of the US-ASEAN Business Council, Singapore. Mr. Bergh’s position as our President and Chief Executive Officer and his past experience as a leader of large, global consumer brands make him well-suited to be a member of our board of directors.

Roy Bagattini is currently serving as our Executive Vice President and President of our Americas region, a position he has held since June 2016. Mr. Bagattini joined us in June 2013 as Executive Vice President and President for our Asia, Middle East and Africa region. Mr. Bagattini was Senior Vice President for Asia and Africa at Carlsberg Group, a leading brewing and beverage company, from 2009 to 2013. Prior to that, Mr. Bagattini served in a variety of executive and leadership roles in Russia, China, India and the United States for SABMiller plc, one of the world’s largest brewing companies, from 1991 to 2009.

Seth M. Ellison is currently serving as our Executive Vice President and President of our Europe region. Mr. Ellison joined us in September 2012 as Executive Vice President and President of the Global Dockers Brand before assuming his current role in July 2013. Prior to joining us, Mr. Ellison was Executive Vice President and Chief Commercial Officer at Alternative Apparel from February 2009 to July 2012. Before Alternative Apparel, Mr. Ellison was President of the Swimwear Group at Perry Ellis from 2005 to 2009, and held various leadership positions at NIKE, Inc. from 1996 to 2005, including Vice President and General Manager of Nike EMEA Apparel and President of Hurley.

Seth R. Jaffe is currently serving as our Executive Vice President and General Counsel. Mr. Jaffe served as Senior Vice President and General Counsel beginning on September 2011 before being appointed Executive Vice President in January 2018. Prior to joining us, Mr. Jaffe served as Senior Vice President, General Counsel and Secretary of Williams-Sonoma, Inc. from January 2002 to August 2011. From 2000 to 2001, Mr. Jaffe served as Chief Administrative Officer and General Counsel of CareThere, Inc., a healthcare technology company. He also held various legal roles at Levi Strauss & Co. from 1984 to 1999 with increasing responsibilities in the United States and Europe during that time.

David Love is currently serving as our Executive Vice President and President of our Asia, Middle East and Africa region, a position he has held since September 2016. Mr. Love assumed his current role after having served as Executive Vice President and Chief Supply Chain Officer since

106

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

2008. In 2015, Mr. Love also served as Chief Transformation Officer, leading our centrally-led cost-savings and global productivity initiative. Previously, Mr. Love was Vice President of our U.S. Supply Chain organization from 2001 to 2004 and Senior Director of Product Services for the U.S. Levi’s brand from 1999 to 2001. From 1981, when he joined us, to 2001, Mr. Love held various managerial positions.

Elizabeth O’Neill currently serves as our Executive Vice President and President of Product, Innovation and Supply Chain, a position she has held since 2018. Ms. O’Neill joined us in September 2013 as Senior Vice President, Product Development & Sourcing, overseeing sourcing strategy and production of over 150 million units annually, produced in 20 countries with over 150 suppliers and vendors worldwide. Prior to joining us, Ms. O’Neill was at Gap, Inc., in leadership roles in both Gap Brand and Old Navy, overseeing sourcing and production management for Gap’s global brands, from 2001 to 2013. Ms. O’Neill previously spent several years at The Disney Store in Los Angeles and Abercrombie and Fitch in Ohio, holding positions in both merchandising and product management. Ms. O’Neill also serves on the board of directors of the Levi Strauss Foundation.

Marc Rosen is currently serving as our Executive Vice President and President of Direct-to-Consumer, a position he has held since September 2018. He is responsible for leading our global retail stores and eCommerce business to drive new growth, consumer loyalty and sustainable profitability. Prior to this, he served as our Executive Vice President and President of Global eCommerce from May 2014 to August 2018. Mr. Rosen brings more than 20 years of retail and eCommerce leadership to the role, most recently as Senior Vice President of Global eCommerce at Wal-Mart Stores, Inc., a role he held from January 2011 to April 2014. He was responsible for designing, building, operating and expanding Wal-Mart’s eCommerce platforms globally. From January 2006 to December 2010, Mr. Rosen was Senior Vice President of Information Systems, with responsibility for Wal-Mart’s global merchandising, supply chain and store systems. He also held senior leadership positions for Wal-Mart’s international business unit and Ernst & Young LLP. He currently serves on the board of directors of Inspire Brands, Inc. Mr. Rosen also serves on the board of directors of the Levi Strauss Foundation.

Harmit Singh is currently serving as our Executive Vice President and Chief Financial Officer, a position he has held since January 2013. He is responsible for managing our finance, information technology, strategic sourcing and global business services functions globally. Previously, Mr. Singh was Executive Vice President and Chief Financial Officer of Hyatt Hotels Corporation from August 2008 to December 2012. Prior to that, he spent 14 years at Yum! Brands, Inc. in a variety of global leadership roles including Senior Vice President and Chief Financial Officer of Yum Restaurants International from 2005 to 2008. Before joining Yum!, Mr. Singh worked in various financial capacities for American Express India & Area Countries. Mr. Singh served on the board of directors and was also the audit committee chair of Avendra, LLC through August 2012. Mr. Singh served as a member of the board of directors and the audit chair of Buffalo Wild Wings Inc., the owner, operator and franchisor of Buffalo Wild Wings restaurants, from October 2016 to February 2018. In September 2018, Mr. Singh joined the board of directors and the audit committee of OpenText Corporation.

Family Relationships

Mr. Friedman, Mr. Haas Jr. and Mr. Prime are each, either directly or by marriage, descendants of the family of our founder, Levi Strauss.

107

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Board Composition and Risk Management Practices

Board Composition

Our board of directors currently has eleven members. Our board of directors is divided into three classes with directors elected for overlapping three-year terms:

• The term for directors in Class I (Ms. Beraud, Mr. Fleischer, Mr. McCormick and Mr. Neal) will end at our annual stockholders’ meeting in 2020;

• The term for directors in Class II (Mr. Friedman, Mr. Haas Jr. (the vacancy created by Mr. Haas Jr.’s retirement from our board of directors, which is expected to occur in September 2019, will be filled by Mr. Prime) and Ms. Ming) will end at our annual stockholders’ meeting in 2021; and

• The term for directors in Class III (Mr. Alstead, Mr. Bergh, Mr. Eckert and Ms. Pineda) will end at our annual stockholders’ meeting in 2019.

At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. The authorized size of our board of directors is currently eleven members, and may be changed only by a vote of a majority of the board of directors. We expect that additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the board of directors may have the effect of delaying or preventing changes in our control or management.

Board Leadership

Our CEO and the Chairman of our board of directors are currently separate individuals. In connection with this offering, we expect to amend our corporate governance guidelines to provide that these positions be held by separate individuals.

Board Selection Criteria

According to the our board of directors’ written membership policy, our board of directors seeks members who are committed to the values of our company and are, by reason of their character, judgment, knowledge and experience, capable of contributing to the effective governance of our company. Additionally, our board of directors is committed to maintaining a diverse and engaged board of directors composed of both stockholders and non-stockholders. Our amended corporate governance guidelines will provide that all directors are subject to a mandatory retirement age of 72, unless waived by our board of directors in its discretion. Upon any vacancy on our board of directors, it seeks to fill that vacancy with any specific skills, experiences or attributes that will enhance the overall perspective or functioning of our board of directors.

Board’s Role in Risk Management

Management is responsible for the day-to-day management of the risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. Management engages our board of directors in discussions concerning risk periodically and as needed, and addresses the topic as part of the annual planning discussions where our board of directors and management review key risks to our plans and strategies and the mitigation plans for those risks. In addition, the audit committee has the responsibility to review our major financial risk exposures and the steps management has taken to monitor and control such exposures, along with management, the senior auditing executive and the independent registered public accounting firm.

108

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Director Independence

Our board of directors reviews and takes into consideration the director independence criteria required by              in determining the independence of our directors on an annual basis. In addition, the charters of the committees of our board of directors prohibit members from having any relationship that would interfere with the exercise of their independence from management and our company. The fact that a director may own our capital stock is not, by itself, considered an “interference” with independence under these charters. Family stockholders or other family member directors are not eligible for membership on the audit committee. Except for Mr. Bergh, who serves as our President and CEO, all members of our board of directors are independent under the independence criteria required by              . Our board of directors does not have a lead director.

Board Committees

Our board of directors has established four standing committees: an audit committee, a finance committee, a human resources committee, and a nominating, governance and corporate citizenship committee, each of which has the composition and responsibilities described below. From time to time, our board of directors may establish other committees to facilitate the management of our business.

Audit Committee

The audit committee consists of five directors: Mr. Alstead (Chair), Ms. Beraud, Mr. Fleischer, Mr. McCormick and Ms. Ming. Our board of directors has determined that              satisfy the independence requirements for audit committee members under the listing standards of              and Rule 10A-3 of the Exchange Act.              meets the financial literacy requirements under the rules and regulations of              and the SEC. Each of Mr. Alstead and Mr. Fleischer have been determined to be audit committee “financial experts” as defined under SEC rules.

The audit committee provides assistance to our board of directors in its oversight of the integrity of our financial statements, financial reporting processes, internal controls systems and compliance with legal requirements. The audit committee meets with our management regularly to discuss our critical accounting policies, internal controls and financial reporting process and our financial reports to the public. The audit committee also meets with our independent registered public accounting firm and with our financial personnel and internal auditors regarding these matters. The audit committee also examines the independence and performance of our internal auditors and our independent registered public accounting firm. The audit committee has sole and direct authority to engage, appoint, evaluate and replace our independent auditor. Both our independent registered public accounting firm and our internal auditors regularly meet privately with, and have unrestricted access to, the audit committee.

The audit committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of              . This charter will be posted on our website upon the completion of this offering.

Finance Committee

The finance committee consists of three directors: Mr. Fleischer (Chair), Ms. Beraud and Mr. McCormick. The finance committee provides assistance to our board of directors in its oversight of our financial condition and management, financing strategies and execution and relationships with stockholders, creditors and other members of the financial community. The finance committee operates under a written charter, which will be posted on our website upon the completion of this offering.

109

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Human Resources Committee

The human resources committee serves as the compensation committee of our board of directors. The human resources committee consists of four directors: Mr. Eckert (Chair), Mr. Alstead, Mr. Haas Jr. and Ms. Pineda. Our board of directors has determined that              is a non-employee member of our board of directors as defined in Rule 16b-3 under the Exchange Act and an outside director as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended. The composition of the human resources committee meets the requirements for independence under the current listing standards of              and current SEC rules and regulations.

The human resources committee provides assistance to the board of directors in its oversight of our compensation, benefits and human resources programs and of senior management performance, composition and compensation. The human resources committee reviews our compensation objectives and performance against those objectives, reviews market conditions and practices and our strategy and processes for making compensation decisions and approves (or, in the case of our CEO, recommends to our board of directors) the annual and long-term compensation for our executive officers, including our long term incentive compensation plans. The human resources committee also reviews our succession planning, diversity and benefit plans.

The human resources committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of              . This charter will be posted on our website upon the completion of this offering.

Nominating, Governance and Corporate Citizenship Committee

The nominating, governance and corporate citizenship committee consists of five directors: Mr. Neal (Chair), Mr. Eckert, Mr. Friedman, Mr. Haas Jr. and Ms. Pineda. The composition of the nominating, governance and corporate citizenship committee meets the requirements for independence under the current listing standards of              and current SEC rules and regulations.

The nominating, governance and corporate citizenship committee is responsible for identifying qualified candidates for, and making recommendations regarding the size and composition of, our board of directors. In addition, the nominating, governance and corporate citizenship committee is responsible for overseeing our corporate governance matters, reporting and making recommendations to our board of directors concerning corporate governance matters, reviewing the performance of the Chairman of our board of directors and our CEO and determining director compensation. The nominating, governance and corporate citizenship committee also assists our board of directors with oversight and review of corporate citizenship and sustainability matters which may have a significant impact on us.

The nominating, governance and corporate citizenship committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of              . This charter will be posted on our website upon the completion of this offering.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or human resources committee. None of the members of the human resources committee is, nor has ever been, an officer or employee of our company.

110

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Worldwide Code of Business Conduct

We have adopted a Worldwide Code of Business Conduct, applicable to all of our directors and employees (including our CEO, chief financial officer, controller and other senior financial advisors). The Worldwide Code of Business Conduct covers a number of topics, including: accounting practices and financial communications; conflicts of interest; confidentiality; corporate opportunities; and compliance with laws. The Worldwide Code of Business Conduct is available on our website at www.levistrauss.com. If we grant a waiver of the Worldwide Code of Business Conduct to one of our officers, we will disclose this waiver on our website. The inclusion of our website address in this prospectus does not include or incorporate by reference into this prospectus the information on or accessible through our website.

111

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis describes our compensation program, the compensation decisions we made thereunder and the reasoning underlying those decisions. This compensation discussion and analysis focuses on the compensation of our named executive officers, who in fiscal year 2017 were:

• Charles V. Bergh, our President and Chief Executive Officer;

• Harmit Singh, our Executive Vice President and Chief Financial Officer;

• Roy Bagattini, our Executive Vice President and President, Americas;

• Seth Ellison, our Executive Vice President and President, Europe; and

• David Love, our Executive Vice President and President, Asia, Middle East and Africa.

Our compensation policies and programs are designed to support the achievement of our strategic business plans by motivating, retaining and attracting exceptional talent. Our ability to compete effectively in the marketplace depends on the knowledge, capabilities and integrity of our leaders. Our compensation programs help create a high-performance, outcome-driven and principled culture by holding leaders accountable for delivering results, developing our employees and exemplifying our core values. In addition, we believe our compensation policies and programs for leaders and employees are appropriately balanced, reinforcing short-term and long-term results, and as such would not drive behavior that would have an adverse effect on our business.

The human resources committee is responsible for overseeing our executive compensation practices. Each year, the human resources committee conducts a review of our compensation and benefits programs to assess whether the programs are aligned with our business strategies, the competitive practices of our peer companies and our stockholders’ interests.

Compensation Philosophy and Objectives

Our executive compensation philosophy, which applies to all members of our executive leadership team, focuses on the following key goals:

• Motivate, retain, and attract high performing talent in an extremely competitive marketplace.

• Our ability to achieve our strategic business plans and compete effectively in the marketplace is based on our ability to motivate, retain, and attract exceptional leadership talent in a highly competitive talent market.

• Deliver competitive compensation for achievement of annual and long-term results.

• We provide competitive total compensation opportunities that are intended to motivate, retain, and attract a highly capable and results-driven executive team, with the majority of compensation based on the achievements of long-term performance results.

• Align the interests of our executives with those of our stockholders.

• Our programs offer compensation incentives that are intended to motivate executives to enhance total stockholder return. These programs align certain elements of compensation with our achievement of corporate growth objectives (including defined financial targets and increases in stockholder value) as well as individual performance.

112

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Policies and Practices for Establishing Compensation Packages

Elements of Compensation

The human resources committee establishes the elements of compensation for our executives after an extensive review of market data on the executives from the peer group described below. The human resources committee reviews each element of compensation independently and in the aggregate to determine the right mix of elements, and associated amounts, for each executive that it believes best helps us further our goals of motivating and retaining our executives, achieving our strategic business plans and enhancing total stockholder return.

A consistent approach is used across the executive leadership team when establishing each compensation element. However, the human resources committee (and, with respect to our CEO, our board of directors) maintains flexibility to exercise its independent judgment in how it applies the standard approach to each executive, taking into account unique considerations existing at an executive’s time of hire, promotion or annual performance review, and the current and future estimated value of previously granted long-term incentive awards, both performance and time-vested.

Competitive Peer Group

In determining the design and the amount of each element of compensation, the human resources committee, with the assistance of its compensation consultant, conducts a thorough annual review of competitive market information. The human resources committee reviews data from major published surveys and proxy information of peer companies in the consumer products, apparel and retail industry segments. The peer group comprises companies with median revenue and other industry related characteristics (such as apparel, retail and select consumer products companies with premium branded products) that are comparable to us and that we compete with for executive talent. In July 2016, the peer group was reviewed by the human resources committee which approved the addition of Ascena Retail Group, Carters, Columbia Sportswear, G-III Apparel Group, Lululemon Atheletica, Under Armour and Wolverine Worldwide. These companies met the criteria outlined in the preceding sentence. In addition, we removed Aeropostale, Avon Products, The Estee Lauder Company, Hasbro and Tiffany & Company because these companies at the time of our review either filed for bankruptcy or no longer shared characteristics that made them similar to us. The peer group used in establishing our executives’ fiscal year 2017 compensation packages is presented below.

Company Name
Abercrombie & Fitch Co.*	Hanesbrands Inc.*
American Eagle Outfitters, Inc. *	J. C. Penney Company, Inc.
Ascena Retail Group, Inc.*	L Brands, Inc.*
Burberry Group Plc	Lululemon Athletica, Inc.*
Carter’s, Inc.*	Mattel, Inc.
The Clorox Company	NIKE, Inc.*
Coach, Inc.*	Nordstrom, Inc.
Columbia Sportswear Company *	PVH Corp.*
Dillard’s, Inc.	Ralph Lauren Corporation*
Foot Locker, Inc.	Under Armour, Inc.*
G-III Apparel Group, Inc.*	VF Corporation*
The Gap, Inc.*	Williams-Sonoma, Inc.
Guess? Inc.*	Wolverine World Wide, Inc.*

In addition to the companies noted with an asterisk (*) in the table above, the following companies are part of an expanded peer group for purposes of measuring total stockholder return for the performance-based RSUs, or PRSUs, granted in fiscal year 2017 that are further described below

113

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

under “—Elements of Compensation—Long-Term Incentives—Performance-Based RSUs.” The human resources committee determined that these companies are most appropriate for determining relative total stockholder return because they represent an array of competitors with global operations.

Company Name
Adidas AG	Kate Spade & Company
Esprit Holdings Limited	Michael Kors
Express Inc.	New York & Co.
Fast Retailing	Oxford Industries Inc.
Fossil Group Inc.	Perry Ellis, International Inc.
Hennes & Mauritz	Quiksilver Inc.
Hugo Boss AG	The Buckle, Inc.
Inditex	Urban Outfitters Inc.

Establishing Compensation for Executives Other Than the CEO

While the human resources committee uses peer group market data percentiles as reference points in setting executive compensation, it does not target specific benchmark percentiles for any element of compensation or total direct compensation for the executive officers. Instead, the human resources committee uses a number of factors in determining compensation for our executives in a manner that it believes best helps us further our goals of motivating and retaining our executives, achieving our strategic business plans, and enhancing total stockholder return. The factors considered in establishing compensation for our executives include, among others, our performance, the individual’s performance in the prior year, the scope of each individual’s responsibilities, internal and external pay equity, the guidelines used for setting annual cash, long-term and total compensation for the executives, succession planning strategies, and data regarding pay practices and trends.

The CEO conducts an annual performance review of each executive and makes recommendations to the human resources committee about the structure of the executive compensation program and individual arrangements. The human resources committee carefully considers the CEO’s recommendation and also consults with its compensation consultant, Exequity, an independent board advisory firm, which informs the human resources committee of market trends and conditions, comments on market data relative to each executive’s current compensation, and provides perspective on other company executive compensation practices.

Establishing the CEO Compensation Package

Annually, the nominating, governance and corporate citizenship committee assesses the CEO’s performance and submits its performance assessment to the human resources committee. The human resources committee then reviews the performance assessment and peer group compensation data. The human resources committee also consults with its compensation consultant, Exequity, which informs the human resources committee of market trends and conditions, comments on market data relative to the CEO’s current compensation, and provides perspective on other companies’ CEO compensation practices. Based on all of these inputs, our performance, and the guidelines used for setting annual cash, long-term and total compensation for the other executives, the human resources committee prepares a recommendation to our full board of directors on all aspects of the CEO’s compensation. Our full board of directors then considers the human resources committee’s recommendation and approves the final compensation package for the CEO.

Role of the Compensation Consultant in Compensation Decisions

The human resources committee has engaged Exequity to provide it with periodic advice on the compensation program structure and individual compensation arrangements for all executives. The

114

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

consultant was selected by the human resources committee in its sole discretion and does not provide any other services to us. The consultant attends meetings of the human resources committee from time to time, presents an annual briefing on general and retail-industry compensation trends and developments, and is available to the human resources committee outside of meetings as necessary. The consultant reports directly to the human resources committee, although it meets with management from time to time to obtain information necessary to advise the human resources committee.

In addition, the human resources committee periodically reviews its relationship with its independent compensation consultant. The human resources committee believes that the consultant is able to provide it with independent advice.

Elements of Compensation

The primary elements of compensation for our executives including our named executive officers are:

• base salary;

• awards under our annual incentive plan, or AIP; and

• long-term incentive awards.

Base Salary

The objective of base salary is to reward each executive for his or her current contributions to us, reflect the scope of the executive’s role and responsibilities and compensate each executive for his or her expected day-to-day performance, as well as provide fixed compensation that generally reflects what the market pays to individuals in similar roles with comparable experience. The peer group data serves as a general guideline only. The human resources committee, and for the CEO, our board of directors, retains the authority to exercise its independent judgment in establishing the base salary levels for each executive. The human resources committee reviews base salaries for executives on an annual basis in the first fiscal quarter considering the factors described above under “—Compensation Discussion and Analysis—Policies and Practices in Establishing Compensation Packages—Establishing Compensation for Executives Other Than the CEO,” and as needed in connection with promotions or other changes in responsibilities. The table below summarizes base salaries during fiscal years 2016 and 2017 and changes that occurred during the year for our named executive officers.

Name	Base Salary as of November 26, 2017(1)		Base Salary as of November 27, 2016
Charles V. Bergh	$	1,390,000	$	1,350,000
Harmit Singh		773,000		750,000
Roy Bagattini		773,000		750,000
Seth Ellison		686,000		615,000
David Love		700,000		675,000

(1) The base salary for each of Mr. Bergh, Mr. Singh, Mr. Bagattini, Mr. Ellison and Mr. Love were increased in February 2017 as part of the annual performance review by approximately the percentage increase generally applicable for all U.S. employees.

Annual Incentive Plan

Our AIP provides our executives and other eligible employees an opportunity to share in any success that they help create by aligning annual incentive compensation with annual performance. Our

115

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

AIP encourages the achievement of our internal annual business goals and rewards attainment of those goals based on company, operating segment and individual performance as measured against those annual objectives. The alignment of our AIP with our internal annual business goals is intended to motivate all participants to achieve and exceed our annual performance objectives. Actual AIP bonus payments were based on the following two components:

Financial Performance

In the case of Mr. Bergh and Mr. Singh, 75% of their total AIP opportunity was based on the financial performance of our company as a whole. For Mr. Bagattini, Mr. Ellison and Mr. Love, a combination of company (weighted 25%) and their respective operating segment performance (weighted 50%) was used to calculate their actual financial performance achievement. Company performance is based 50% on total company earnings before interest and taxes, or Adjusted EBIT, excluding charitable contribution expense, 25% on days in sales inventory and 25% on net revenues. Operating segment financial performance is based 50% on segment operating income, as determined under GAAP, 25% on days in sales inventory and 25% on net revenues. Performance measures are described in more detail below under “—Elements of Compensation—Annual Incentive Plan—Performance Measures.”

Individual Performance

25% of each executive’s total opportunity was based on individual objectives, to recognize achievement of other organizational goals.

Financial performance above minimum thresholds is required before any bonus payout is made to executives. The table below describes the target AIP participation rate and potential AIP payout range for each named executive officer. Mr. Bergh’s AIP target percentage of base salary was higher to ensure competitiveness and to recognize the impact of his role on company performance relative to the other executives.

Name	2017 Target AIP Participation Rate as a Percentage of Base Salary			Potential AIP Payout Range as a Percentage of Base Salary
Charles V. Bergh		160	%		0-320	%
Harmit Singh		100	%		0-200	%
Roy Bagattini		80	%		0-160	%
Seth Ellison		80	%		0-160	%
David Love		80	%		0-160	%

Performance Measures

Our priorities for fiscal year 2017 were to drive business growth and create stockholder value. Our fiscal year 2017 AIP funding goals were aligned with these key priorities through the use of three performance measures:

• Adjusted EBIT, excluding charitable contribution expense, and regional operating income. For purposes of our performance measures, Adjusted EBIT, a non-GAAP financial measure, is determined by excluding from operating income, as determined under GAAP, the following: restructuring expense, net curtailment gains and losses from our postretirement medical plan in the United States and pension plans worldwide, and certain management-defined unusual or non-recurring items;

• Days Sales in Inventory, or DSI, a non-GAAP financial measure defined as the average inventory balance for the year divided by the average cost of goods sold per day; and

116

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

• Net revenues, a GAAP financial measure defined as gross product sales minus returns, discounts and allowances, plus licensing revenue.

We used these measures because we believe they are key drivers in increasing stockholder value and because every AIP participant can impact them in some way. Adjusted EBIT, excluding charitable contribution expense, and regional operating income are used as indicators of our earnings performance, DSI, which replaced Free Cash Flow for fiscal year 2017, measures how quickly we can convert inventory to sales on a timely basis, and net revenues are used as an indicator of our growth. These measures may change from time to time based on business priorities. DSI was introduced in fiscal year 2017 to focus program participants on inventory management. The human resources committee approves the minimum, target and maximum goals for each measure each year. The reward for meeting our AIP goals is set by the human resources committee. If target goal levels are not met but financial performance reaches minimum thresholds, participants may receive partial payouts to recognize their efforts that contributed to company and/or operating segment performance.

The table below shows the fiscal year 2017 total company performance goals at target for each of our three performance measures and the actual fiscal year 2017 payout percentage. Adjusted EBIT, excluding charitable contribution expense, DSI and net revenues goals for each operating segment were set using the same methodology as our goals.

	Adjusted EBIT Goal		Days Sales in Inventory		Net Revenues Goal		Actual Percentage Achieved After Adjustments(1)
	(dollars in millions)
Total company	$	466.6		119	$	4,662.4		121	%

(1) The actual percentage achieved results are weighted 50% on Adjusted EBIT, excluding charitable contribution expense, and 25% for DSI and Net Revenues, respectively. Actual results also exclude the impact of foreign currency exchange rate fluctuations on our business results. See “—Elements of Compensation—Annual Incentive Plan—Actual AIP Awards” below for details of the calculation.

At the close of the fiscal year, the human resources committee reviews and approves the final AIP payout results based on the level of attainment of the designated financial measures at the operating segment and total company levels. The human resources committee’s review includes an analysis of the fundamentals of the underlying business performance and adjustments for items that are not indicative of ongoing results. Such adjustments may include external factors or internal business decisions that may have impacted financial results during the year. For example, Adjusted EBIT, excluding charitable contribution expense, regional operating income and net revenues are expressed in constant currencies (i.e., excluding the effects of foreign currency), since we believe period-to-period changes in foreign exchange rates can cause our reported results to appear more or less favorable than business fundamentals indicate.

Individual Performance Measures

Executives were eligible to receive bonuses based on individual performance. For executives other than the CEO, individual performance and resulting individual performance payout percentage are based on the CEO’s assessment of the executive’s performance against his or her annual objectives and performance relative to his or her internal peers. The CEO’s individual performance is based on the human resources committee’s assessment of Mr. Bergh’s performance against his annual objectives, including the nominating, governance and corporate citizenship committee’s assessment of the CEO’s performance against annual objectives, and the human resources committee’s assessment of his leadership in fiscal year 2017. Based on all of these inputs, the human

117

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

resources committee prepares a recommendation to our full board of directors on the CEO’s individual performance. Our full board of directors then considers the human resources committee’s recommendation and approves the final individual performance payout percentage for the CEO. Individual annual objectives comprise priority areas identified in fiscal year 2016 but with some important new focus areas for fiscal year 2017. These objectives are not stated in quantitative terms, and a particular weighting is not assigned to any one of these individual goals. The objectives are not established in terms of how difficult or easy they are to attain; rather, they are used in assessing the overall quality of the individual’s achievement of each objective. For fiscal year 2017, these objectives focused on six key areas: (1) return the U.S. to growth, (2) leverage our brand portfolio, (3) transform foundational capabilities, (4) build a high-performance culture (5) accelerate growth of our DTC channel and (6) accelerate international growth.

Actual AIP Awards

For fiscal year 2017, financial performance applicable to each named executive officer’s AIP payouts generally exceeded expectations, and AIP payouts reflect the assessment of individual performance outcomes. The individual performance percentage assigned to each named executive officer below represents the assessment of the CEO, except for Mr. Bergh who is assessed by the human resources committee of performance against the objectives described above under “—Elements of Compensation—Annual Incentive Plan—Individual Performance Measures.” The table below shows the inputs used for the calculation of the actual bonus for fiscal year 2017 for each eligible named executive officer.

Name	Base Salary		AIP Target			Actual Percentage Achieved: Total Company			Actual Percentage Achieved: Operating Segment			Actual Percentage Achieved: Individual Performance			Actual Bonus(1)
Charles V. Bergh	$	1,390,000		160	%		121	%		N/A			130	%	$	2,741,080
Harmit Singh		773,000		100	%		121	%		N/A			120	%		933,398
Roy Bagattini		773,000		80	%		121	%		101	%		120	%		684,878
Seth Ellison		686,000		80	%		121	%		196	%		200	%		978,236
David Love		700,000		80	%		121	%		100	%		100	%		589,400

(1) Except for Mr. Bergh and Mr. Singh, for whom total company performance is weighted 75%, total company performance is weighted 25% and operating segment performance is weighted 50%. For all executives, Individual Performance is weighted 25%.

Long-Term Incentives

The human resources committee believes a large part of an executive’s compensation should be linked to long-term stockholder value creation as an incentive for sustained, profitable growth. Therefore, long-term incentive awards for our executives are in the form of equity awards, both performance and time-vested, and provide reward opportunities competitive with those offered by companies in the peer group for similar jobs. Consistent with the other elements of compensation, the human resources committee does not target specific benchmark percentiles for long-term incentive awards for our executives and uses a number of factors in establishing the long-term incentive award levels for each individual, including a review of each individual’s accumulated vested and unvested awards, the current and potential realizable value over time using stock appreciation assumptions, vesting schedules, comparison of individual awards between executives and in relation to other compensation elements, market data, stockholder dilution and accounting expense. Should we deliver against our long-term goals, the long-term equity incentive awards become a significant portion of the total compensation of each executive. For more information on the fiscal year 2017 long-term equity grants, see “2017 Grants of Plan-Based Awards.” Stock-based awards are granted under our EIP,

118

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

which enables the human resources committee to select from a variety of stock awards, including stock options, restricted stock, RSUs and SARs.

Prior to fiscal year 2017, stock settled SARs were the only form of equity granted to our executives under our EIP. Beginning in fiscal year 2017, we changed the long-term incentive mix for executives from 100% SARs to 25% SARs, 25% RSUs and 50% PRSUs. The human resources committee chose this mix and equity vehicles to align the interests of executives to our stockholders and to better align our program to the competitive market. The terms of the grants made to our executives to date provide for stock settlement only. When awards are settled in stock, the shares issued are subject to the terms of our stockholders agreement, including restrictions on transfer. After the participant has held the shares issued under our EIP for six months, he or she may require us to repurchase, or we may require the participant to sell to us, those shares of common stock. The value of shares repurchased or sold back to us will be established by our board of directors based on factors including the most recent valuation conducted by a third-party valuation firm. Our obligation to repurchase shares under our EIP are subject to certain restrictive covenants in our various debt agreements. See “Description of Certain Indebtedness” and the notes to our consolidated financial statements included elsewhere in this prospectus for more details.

Stock Appreciation Rights

SARs are typically granted annually (or, in the case of new executives, at the human resources committee meeting generally held in February or July following the date they join us or first become an executive) with four-year vesting periods and exercise periods of up to seven years. See “Outstanding Equity Awards at 2017 Fiscal Year-End” for details concerning the Service SARs vesting schedule, including any individual variations from the typical four-year vesting period). SARs provide value to the executive only if the price of our stock increases. During fiscal year 2017, SARs accounted for 25% of each executive’s total 2017 annual long-term incentive grant value.

Restricted Stock Units

RSUs were granted in fiscal year 2017 with three-year vesting periods. See “Outstanding Equity Awards at 2017 Fiscal Year-End” for details concerning the RSUs’ vesting schedule, including any individual variations from the typical three-year vesting period). During fiscal year 2017, RSUs accounted for 25% of each executive’s total 2017 annual long-term incentive grant value.

Performance-Based RSUs

PRSUs replaced performance-based SARs in fiscal year 2017 to better align with the grant practices of our peer group. Like performance-based SARs, PRSUs continue to drive greater accountability for the achievement of our strategic plan and create long-term value for stockholders. During fiscal year 2017, PRSUs accounted for 50% of each executive’s total 2017 annual long-term incentive grant value. The key features of the 2017 PRSUs are described below:

• PRSUs give the executive the right (subject to the human resources committee’s discretion to reduce but not increase awards beyond the maximum opportunity) to vest in a number of RSUs based on achievement against performance goals over a three-year performance period. Actual shares that will vest, if any, will vary based on achievement of the performance goals at the end of the three years. The three-year performance period was designed to discourage short-term risk taking and reinforce the link between the interests of our stockholders and our executives over the long-term.

• 50% of the number of actual PRSUs that vest at the end of three years is based on the following two internal performance metrics: (1) our average margin of net earnings over the

119

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

three-year period adjusted for certain items such as interest and taxes; and (2) the target CAGR in our net revenues over the three-year period covering fiscal years 2017 through 2019. The potential payout range as a percentage of this portion of the target award is 0% to 200%.

• The remaining 50% of the number of actual PRSUs that vest is based on our total stockholder return over the three-year period covering fiscal years 2017 through 2019 relative to the expanded peer group approved by the human resources committee in February 2017 as listed above under “—Compensation Discussion and Analysis—Policies and Practices for Establishing Compensation Packages—Competitive Peer Group.” Using interpolation, total stockholder return performance in the top, middle and bottom third of the peer group yields a payout of 125% to 200%, 50% to 125% and 0%, respectively.

• If earned at target, 100% of the PRSUs vest at the end of the three-year performance period.

Our board of directors has the discretion under our EIP to make adjustments in the method of calculating the attainment of performance goals for a performance period.

2015 Performance-Based SARs

We granted performance-based SARs during fiscal year 2015 that were based on the same performance metrics described above for PRSUs but covered the period from the beginning of fiscal year 2015 through the end of fiscal year 2017: (1) 50% based on our average margin of net earnings over the three-year period adjusted for certain items such as interest and taxes, and the target CAGR in our net revenues over the three-year period that were equally weighted; and (2) 50% based on our total stockholder return over the three-year period covering fiscal years 2015 through 2017. The potential vesting range as a percentage of the target award was 0% to 150%.

The table below summarizes the goals at target for each of the two performance measures and our actual adjusted achievement. The actual percentage achieved was 61% for the 50% based on the internal performance metrics and 123% for the 50% based on relative total stockholder return, for a weighted attainment of 92%. However, excluding the impact of currency fluctuations on results for fiscal years 2015 through 2017, the weighted percentage achievement would have been approximately 111%. In December 2017, based on its review of the negative impact of currency fluctuations on the results for the completed fiscal years 2015 through 2017 performance period, our board of directors exercised its discretion to adjust actual percentage achieved to 111% to exclude the impact of currency fluctuations.

	Average Margin of Net Earnings Goal			CAGR of Net Revenues Goal			Actual Percentage Achieved After Adjustment
Total company		11.9	%		1.0	%		111	%

Based on the 111% achievement level as set forth in the table above, the fiscal year 2015 performance-based SARs (for which the three year performance cycle has been completed) vested as follows:

Name	Target Performance- Based SARs		Actual Percentage Achieved After Adjustment			Vested Performance- Based SARs
Charles V. Bergh		125,786		111	%		139,622
Harmit Singh		30,362		111	%		33,701
Roy Bagattini		15,181		111	%		16,850
Seth Ellison		15,181		111	%		16,850
David Love		12,470		111	%		13,841

120

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Long-Term Incentive Grant Practices

We do not have any program, plan, or practice to time equity grants to take advantage of the release of material, non-public information. Our common stock has not been listed on any stock exchange since 1985. Accordingly, the price of a share of our common stock for all purposes, including setting the exercise price of SARs, is established by our board of directors based on factors including the most recent valuation conducted by a third-party valuation firm. The valuation process is typically conducted three times a year, with interim valuations occurring from time to time based on stockholder and company needs. See the notes to our audited consolidated financial statements included elsewhere in this prospectus for more information about the valuation process.

Benefits and Perquisites

Executives generally are eligible for the same health and welfare insurance plans offered to all employees such as medical, dental, supplemental life, long-term disability and business travel insurance. In addition, although not a significant part of total compensation, we provide limited perquisites to executives. The primary perquisite provided to the executives is a flexible allowance to cover expenses such as auto-related expenses, financial and tax planning, legal assistance and excess medical costs. We also require and pay for an annual medical exam for our executives and other members of our executive leadership team. Like many of the companies in the peer group, we also offer a non-qualified supplement to the 401(k) plan, which is not subject to the Internal Revenue Service limitations, through our Deferred Compensation Plan for Executives and Outside Directors, or Deferred Compensation Plan, which is a U.S. non-qualified, unfunded tax deferred savings plan provided to senior level executives, including our named executive officers, and the outside directors.

Mr. Ellison, who is based in Belgium, and Mr. Love, who is based in Singapore, in connection with their roles as Executive Vice President & President of our Europe region and Executive Vice President & President of our Asia, Middle East and Africa region, respectively, are provided certain benefits under our global assignment program, including a housing allowance to cover the cost of rent and utilities.

See “—Summary Compensation Table” for more detail.

Tax and Accounting Considerations

We have structured our compensation program in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, or the Code. Because our common stock has not been registered on any exchange since 1985, we were not subject to Section 162(m) of the Code in fiscal year 2017.

Severance and Change in Control Benefits

The terms of Mr. Bergh’s severance and change in control benefits were determined during the negotiation of his employment agreement in 2011 at the time he was hired. As part of this negotiation, the human resources committee determined that the benefits and structure of these benefits were within normal competitive practice, reasonable and appropriate for the circumstances, and necessary to attract Mr. Bergh to us. Enhanced termination benefits in the case of a change in control of our company were included in his employment agreement for the same reasons and to help ensure retention of Mr. Bergh in the case of a potential or actual change in control.

In October 2016, our board of directors approved new severance benefits, effective March 1, 2017, or our Severance Plan, for the executive leadership team, including our named executive

121

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

officers. Our Severance Plan supersedes all of our prior policies and practices that provided for severance, separation pay and separation benefits for covered executives except with respect to benefits under Mr. Bergh’s employment agreement that apply to his equity awards.

Our Severance Plan is meant to provide a reasonable and competitive level of financial transitional support to executives who are terminated involuntarily without cause or voluntarily resign for good reason. Severance benefits are not payable upon a change in control if the executive is still employed by or offered a comparable position with the surviving entity.

While compensation decisions affect potential payouts under these severance arrangements, these arrangements generally did not affect such decisions as these severance provisions are conditional and may never come into effect.

More information about the severance benefits payable to our named executive officers under our Severance Plan is set forth under “Potential Payments Upon Termination, Change In Control or Corporate Transaction.”

In the event of a Corporate Transaction, as defined in our EIP, in which the surviving corporation assumes or continues the outstanding long-term incentive program or substitutes similar awards for outstanding awards, such awards will continue to vest in accordance with their terms and any applicable employment agreement or severance plan. In the event of Corporate Transaction in which the surviving corporation does not assume or continue the outstanding long-term incentive program or substitute similar awards for such outstanding awards, the vesting schedule of all awards held by executives that are still employed upon the Corporate Transaction will be accelerated in full as of a date prior to the effective date of the transaction as determined by our board of directors. This accelerated vesting structure in the event awards are not assumed or substituted by the surviving company is designed to encourage the executives to remain employed with us through the date of the Corporate Transaction and to ensure that the equity incentives awarded to the executives are not eliminated by the surviving company.

122

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Summary Compensation Table

The following table provides compensation information for our fiscal year 2017 named executive officers. The table also shows compensation information for fiscal year 2016 for those current named executive officers who also were named executive officers during that year.

Name and Principal Position	Year		Salary		Bonus(2)		Option Awards(3)		Stock Awards(4)		Non-Equity Incentive  Plan Compensation(5)		Change in Pension Value and Non-qualified Deferred Compensation Earnings(6)		All Other Compensation(7)		Total
Charles V. Bergh,		2017		1,382,769		—		1,624,985		4,993,851		2,741,080		—		340,653		11,083,338
President and Chief Executive Officer		2016		1,343,077		—		6,872,672		—		2,400,000		—		341,996		10,956,745
Harmit Singh,		2017		768,842		—		349,989		1,075,518		933,398		—		146,403		3,274,150
Executive Vice President and Chief Financial Officer		2016		746,538		—		1,482,519		—		832,500		—		152,649		3,214,206
Roy Bagattini,		2017		768,842		—		237,498		729,876		684,878		—		1,269,116		3,690,210
Executive Vice President and President, Americas(1)		2016		690,433		1,000,000		2,615,134		—		504,000		—		1,451,783		6,261,350
Seth Ellison,		2017		673,166		—		237,498		729,876		978,236		—		381,742		3,000,518
Executive Vice President and President, Europe		2016		609,808		—		767,741		—		792,120		—		472,432		2,642,101
David Love, Executive Vice President and President, Asia, Middle East and Africa		2017		700,289		—		237,498		729,876		589,400		—		515,393		2,772,456

(1) Prior to June 1, 2016, Mr. Bagattini was paid in Singapore Dollars. For presentation purposes of his compensation for 2016, the average exchange rates of the last month of fiscal year 2016 were used to convert Mr. Bagattini’s compensation paid in Singapore Dollars into U.S. Dollars.

(2) Mr. Bagattini received a one-time relocation bonus of $1,000,000 in June 2016, which is reflected in the Bonus column for 2016.

(3) These amounts reflect the aggregate grant date fair value for awards of SARs, including prior awards of performance-based SARs, granted to the recipient under our EIP, computed in accordance with Accounting Standards Codification 718 issued by the Financial Accounting Standards Board, or FASB ASC 718. These amounts reflect the grant date fair value, and do not represent the actual value that may be realized by the executives. For a description of the assumptions used to determine the compensation cost of our awards, see the notes to our audited consolidated financial statements included elsewhere in this prospectus.

(4) These amounts reflect the aggregate grant date fair value for RSU and PRSU awards. For fiscal year 2017, this column also includes the grant date fair value of the target number of PRSUs that may be earned for the three-year performance period beginning with fiscal year 2017. If maximum performance conditions are achieved over the entire three-year period, the grant date fair values for PRSUs granted in fiscal year 2017 would be $4,993,884 for Mr. Bergh, $1,075,518 for Mr. Singh, $729,876 for Mr. Bagattini, $729,876 for Mr. Ellison and $729,876 for Mr. Love. For a description of the assumptions used to determine the compensation cost of our awards, see the notes to our audited consolidated financial statements included elsewhere in this prospectus.

(5) The amounts in this column reflect the cash incentive amounts earned by the executives under our AIP.

(6) No above-market or preferential interest rate options are available under our deferred compensation programs. See “—Executive Retirement Plans—Non-Qualified Deferred Compensation” for additional information on deferred compensation earnings.

(7) The amounts shown in the All Other Compensation column for fiscal year 2017 are detailed in the table below (see “—Compensation Discussion and Analysis” for more details on the items in the table below):

Name	Executive Perquisites(a)		Relocation(b)		401(k) Plan Match(c)		Deferred Compensation Match(d)		Tax Payments(e)		Charitable Match(f)		Total
Charles V. Bergh	$	43,169	$	—	$	20,000	$	268,708	$	901	$	7,875	$	340,653
Harmit Singh		20,277		—		20,000		105,101		1,025		—		146,403
Roy Bagattini		23,752		12,449		19,286		76,178		1,137,451		—		1,269,116
Seth Ellison		15,000		112,270		18,500		96,042		139,930		—		381,742
David Love		103,938		263,442		20,000		78,491		42,422		7,100		515,393

123

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

(a) For Mr. Bergh, this amount reflects a payment for home security services, parking, a health club membership subsidy, event tickets, an allowance intended to cover legal, financial and/or other incidental business related expenses, and a car allowance. For Mr. Singh, this amount includes parking, a health club membership subsidy and an annual allowance intended to cover legal, financial and/or other incidental business related expenses. For Mr. Bagattini, this amount includes parking, a health club membership subsidy, event tickets and an allowance intended to cover legal, financial and/or other incidental business related expenses. For Mr. Ellison, this amount is an annual allowance intended to cover legal, financial and/or other incidental business related expenses. For Mr. Love, this amount reflects an allowance intended to cover legal, financial and/or other incidental business related expenses, parking, a car allowance of $57,693 and $21,470 for tuition costs for his child, a benefit he received in connection with his international assignment.

(b) For Mr. Bagattini, this amount reflects costs in connection with his relocation to San Francisco. For Mr. Ellison and Mr. Love, these amounts reflect payments in connection with their international assignment.

(c) These amounts reflect company matching contributions under our 401(k) Plan.

(d) These amounts reflect company matching contributions under our Deferred Compensation Plan.

(e) For Mr. Bergh and Mr. Singh, these amounts reflect tax reimbursements in connection with annual physicals under our Executive Medical Exam benefit. For Mr. Bagattini, this amount reflects tax reimbursements to equalize his income to the same tax levels had he remained in Singapore. For Mr. Ellison and Mr. Love, these amounts reflect tax reimbursements for the tax liability of allowances they received in connection with their international assignments.

(f) These amounts reflect company matching under our Matching Gift Program, available to all employees.

2017 Grants of Plan-Based Awards

The following table provides information on all plan-based awards granted to each of our named executive officers during fiscal year 2017. The awards and the unvested portion of SARs identified below are also reported under “Outstanding Equity Awards at Fiscal Year-End.”

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)					Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of  Stock or Units(3)		All Other Option Awards: Number  of Securities Underlying Options(4)		Exercise or Base Price of Option Awards(5)		Grant Date Fair Value of Stock and Option Award(6)
Name	Grant Date		Threshold	Target		Maximum		Threshold (#)		Target (#)		Maximum (#)
Charles V. Bergh		N/A	$	$	2,224,000	$	4,448,000											$		$
		2/1/2017							—		47,101		94,202								3,466,398
		2/1/2017															100,743		69.00		1,624,985
		2/1/2017													23,550						1,527,453
Harmit Sing		N/A			773,000		1,546,000
		2/1/2017							—		10,144		20,288								746,548
		2/1/2017															21,698		69.00		349,989
		2/1/2017													5,072						328,970
Roy Bagattini		N/A			618,400		1,236,800
		2/1/2017							—		6,884		13,768								506,628
		2/1/2017															14,724		69.00		237,498
		2/1/2017													3,442						223,248
Seth Ellison		N/A			548,800		1,097,600
		2/1/2017							—		6,884		13,768								506,628
		2/1/2017															14,724		69.00		237,498
		2/1/2017													3,442						223,248
David Love		N/A			560,000		1,120,000
		2/1/2017							—		6,884		13,768								506,628
		2/1/2017															14,724		69.00		237,498
		2/1/2017													3,442						223,248

(1) These amounts reflect the estimated potential payment levels for the fiscal year 2017 performance period under our AIP, further described under “Compensation Discussion and Analysis.” The potential payouts were performance-based and, therefore, were completely at risk. The potential target and maximum payment amounts assume achievement of 100% and 200%, respectively, of the individual objectives of our AIP. Each executive received a bonus under our AIP, which is reported in the “Summary Compensation Table” under the column entitled “Non-Equity Incentive Plan Compensation.”

124

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

(2) For each executive, these amounts reflect, in shares, the target and maximum amounts for PRSUs subject to a three-year performance period beginning in fiscal year 2017 that is further described under “Compensation Discussion and Analysis.” The potential awards are performance-based and, therefore, completely at risk.

(3) Reflects service-based RSUs granted in fiscal year 2017 under our EIP. See “Outstanding Equity Awards at 2017 Fiscal Year-End” for details concerning the RSUs’ vesting schedule.

(4) Reflects service-based SARs granted in fiscal year 2017 under our EIP. See “Outstanding Equity Awards at 2017 Fiscal Year-End” for details concerning the RSUs’ vesting schedule.

(5) The exercise price is based on the fair market value of our common stock as of the grant date established by our board of directors based on factors including the most recent valuation conducted by a third-party valuation firm.

(6) The value of a RSU, PRSU or SAR award is based on the fair value as of the grant date of such award determined in accordance with FASB ASC 718. See the notes to our audited consolidated financial statements included elsewhere in this prospectus for the relevant assumptions used to determine the valuation of our awards. The grant date fair value of the Equity Incentive Plan Awards is based on the fair market value of our common stock as of the grant date established by our board of directors based on factors including the most recent valuation conducted by a third-party valuation firm, less future expected dividends during the vesting period, multiplied by the target number of shares that may be earned.

125

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Outstanding Equity Awards at 2017 Fiscal Year-End

The following table shows all outstanding equity awards held by each of our named executive officers as of November 26, 2017. The vesting schedule for each grant is shown following this table.

	SAR Awards												Stock Awards
Name	Number of Securities Underlying Unexercised SARs Exercisable		Number of Securities Underlying Unexercised SARs Unexercisable(1)			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned SARs(2)			SAR Exercise Price(3)		SAR Expiration Date		Number of Shares or Units of Stock That  Have Not Vested(4)		Market Value of Shares or Units of Stock That Have Not Vested(5)		Equity Incentive Plan Awards: Number of Unearned Shares, Units  or Other Rights That Have Not Vested(6)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested(7)
Charles V. Bergh		31,072		—					$	32.00		2/2/2019
		436,720		—						32.00		2/2/2019
		143,939		—						37.75		2/5/2020
		287,878		—						37.75		2/5/2020
		96,577		—						64.50		2/5/2021
		181,080		12,047	(a)					64.50		2/5/2021
							139,622	(a)		74.25		2/4/2022
		129,716		58,963	(b)					74.25		2/4/2022
							164,595	(b)		61.00		2/9/2023
		108,015		138,878	(c)					61.00		2/9/2023
				100,743	(e)					69.00		2/1/2024
														23,550	$	2,054,738		47,101	$	4,109,562
Harmit Singh		24,621		—						37.75		2/5/2020
		22,027		—						64.50		2/5/2021
		41,298		2,754	(a)					64.50		2/5/2021
							33,701	(a)		74.25		2/4/2022
		31,310		14,233	(b)					74.25		2/4/2022
							35,505	(b)		61.00		2/9/2023
		23,300		29,958	(c)					61.00		2/9/2023
				21,698	(e)					69.00		2/1/2024
														5,072		442,532		10,144		885,064
Roy Bagattini		1,908		1,431	(a)					64.50		2/5/2021
							16,850	(a)		74.25		2/4/2022
		1,898		7,116	(b)					74.25		2/4/2022
							18,387	(b)		61.00		2/9/2023
		2,299		15,514	(c)					61.00		2/9/2023
							43,586	(b)		68.50		7/13/2023
		5,449		43,586	(d)					68.50		7/13/2023
				14,724	(e)					69.00		2/1/2024
														3,442		300,315		6,884		600,629
Seth Ellison		12,878		—						37.75		2/5/2020
		10,590		—						64.50		2/5/2021
		19,852		1,326	(a)					64.50		2/5/2021
							16,850	(a)		74.25		2/4/2022
		15,655		7,116	(b)					74.25		2/4/2022
							18,387	(b)		61.00		2/9/2023
		12,066		15,514	(c)					61.00		2/9/2023
				14,724	(e)					69.00		2/1/2024
														3,442		300,315		6,884		600,629
David Love		26,667		—						32.00		2/2/2019
		15,783		—						37.75		2/5/2020
		31,565		—						37.75		2/5/2020
		9,319		—						64.50		2/5/2021
		17,470		1,167	(a)					64.50		2/5/2021
							13,841	(a)		74.25		2/4/2022
		12,859		5,846	(b)					74.25		2/4/2022
							16,484	(b)		61.00		2/9/2023
		10,818		13,909	(c)					61.00		2/9/2023
				14,724	(e)					69.00		2/1/2024
														3,442		300,315		6,884		600,629

126

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

(1) The following sets forth the vesting schedule for unvested outstanding SAR awards and generally depends upon continued employment through the applicable vesting date. Other circumstances under which such awards will vest are described in the section entitled “—Potential Payments Upon Termination, Change In Control or Corporate Transaction”:

(a) SARs vested 25% on February 5, 2015 and then monthly over the remaining 36 months.

(b) SARs vested 25% on February 4, 2016 and then monthly over the remaining 36 months.

(c) SARs vested 25% on February 9, 2017 and then monthly over the remaining 36 months.

(d) SARs vested 25% on July 13, 2017 and then monthly over the remaining 36 months.

(e) SARs vested 25% on February 1, 2018 and then in equal annual installments over the remaining 36 months.

(2) Unless otherwise indicated below, represents the target number of SARs that may be earned under the performance-based SAR award program (see “—Compensation Discussion and Analysis” for more details) that vest at the end of a three-year performance period.

(a) Represents actual number of SARs that will vest following certification of performance results in the first quarter of fiscal year 2018.

(b) SARs vesting subject to certification of performance results in the first quarter of fiscal year 2019. The total number of SARs that could vest if the maximum performance is achieved over the three-year performance period for each named executive is as follows: Mr. Bergh (246,892), Mr. Singh (53,257), Mr. Bagattini (92,959), Mr. Ellison (27,580) and Mr. Love (24,726).

(3) The SAR exercise prices reflect the fair market value of our common stock as of the grant date as established by our board of directors based on factors including the most recent valuation conducted by a third-party valuation firm.

(4) RSUs fully vest on February 1, 2019. The vesting schedule for unvested outstanding stock awards generally depends upon continued employment through the applicable vesting date. Other circumstances under which such awards will vest are described under “—Potential Payments Upon Termination, Change In Control or Corporate Transaction.”

(5) Represents the number of stock awards multiplied by $87.25, the fair market value of our common stock as of December 31, 2017 as established by our board of directors based on factors including the most recent valuation conducted by a third-party valuation firm.

(6) Represents the target number of shares that may be earned under the PRSU award program (see “—Compensation Discussion and Analysis” for more details) that vest at the end of a three-year performance period, subject to certification of performance results in the first quarter of fiscal year 2020.

(7) Represents the number of stock awards multiplied by $87.25, the fair market value of our common stock as of December 31, 2017 as established by our board of directors based on factors including the most recent valuation conducted by a third-party valuation firm.

SAR Exercises

The following table shows all SARs exercised and the value realized upon exercise by each of our named executive officers for fiscal year 2017, based on the difference between the share price of our common stock and the SAR exercise price on the date of exercise.

Name	Number of Shares Acquired on Exercise		Value Realized on Exercise
Charles V. Bergh		250,844	$	17,308,304
Harmit Singh		33,451		2,308,219
Roy Bagattini		18,524		1,398,782
Seth Ellison		7,500		566,250
David Love		19,964		1,427,443

Employment Agreements

Mr. Bergh

We have an employment agreement with Mr. Bergh effective September 1, 2011, as amended by each of the amendments effective May 8, 2012 and January 30, 2018. The agreement initially provided for an annual base salary of $1,200,000 and an AIP target participation rate of 135%, which have since been adjusted, and may be further adjusted, pursuant to annual review. For fiscal year 2017, his base salary and target participation rate under our AIP were $1,390,000 and 160% of base salary, respectively.

127

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Mr. Bergh also participates in our EIP. This element of Mr. Bergh’s compensation for fiscal year 2017 is reflected and discussed under “—Compensation Discussion and Analysis.”

Mr. Bergh’s employment agreement also provides for certain severance and termination benefits that are described below under “—Potential Payments Upon Termination, Change In Control or Corporate Transaction.”

Mr. Bergh is eligible to receive standard healthcare, life insurance and long-term savings program benefits, as well as relocation program benefits. He also receives benefits under our various executive perquisite programs consistent with that provided to his predecessor.

Mr. Bergh’s employment is at-will and may be terminated by us or by him at any time. Mr. Bergh does not receive any separate compensation for his services as a member of our board of directors.

Other Named Executive Officers

For our named executive officers other than the CEO, we have employment arrangements that provide for annual base salary and participation in our AIP, which are subject to annual review and adjustment, and participation in our EIP. These elements of compensation for fiscal year 2017 are reflected and discussed under “Compensation Discussion and Analysis.”

Executives also received standard healthcare, life insurance and long-term savings program benefits, as well as benefits under our various executive perquisite programs.

Employment of executives is at-will and may be terminated by us or the executive at any time.

Executive Retirement Plans

Non-Qualified Deferred Compensation

Our Deferred Compensation Plan is a U.S. non-qualified, unfunded deferred tax effective savings plan provided to the executives, among other executives and the directors, as part of competitive compensation.

Participants may elect to defer all or a portion of their base salary and AIP payment and may elect an in-service and/or retirement distribution. Executive officers who defer salary or bonus under this plan are credited with market-based returns depending upon the investment choices made by the executive applicable to each deferral. The investment options under the plan, which closely mirror the options provided under our qualified 401(k) plan, include a number of mutual funds with varying risk and return profiles. Participants may change their investment choices as frequently as they desire, consistent with our 401(k) plan.

In addition, under our Deferred Compensation Plan, we provide a match up to 6% of eligible deferred compensation that cannot be provided under the qualified 401(k) plan due to IRS qualified plan compensation limits. The amounts in the table below reflect non-qualified contributions over the 401(k) limit by the executive officers and the resulting company match.

128

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

The table below provides information on the non-qualified deferred compensation activity for each of our named executive officers for fiscal year 2017.

Name	Executive Contributions in last fiscal year(1)		Company Contributions in last fiscal year(2)		Aggregate Earnings in last fiscal year(3)		Aggregate Withdrawals/ Distributions		Aggregate Balance at November 26, 2017(4)(5)
Charles V. Bergh	$	215,537	$	268,708	$	326,627	$	—	$	3,071,422
Harmit Singh		84,638		105,101		65,758		—		630,468
Roy Bagattini		71,099		76,178		10,150		—		161,972
Seth Ellison		161,538		96,042		31,121		—		900,285
David Love		496,866		78,491		293,832		—		2,655,926

(1) The executive contribution amounts were included in fiscal year 2017 compensation in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table,” as applicable.

(2) Amounts reflect our Deferred Compensation Plan match contributions made by us and are reflected in the “All Other Compensation” column of the “Summary Compensation Table.”

(3) None of the earnings/interest in this column are included in the “Summary Compensation Table” because they were not preferential or above market.

(4) The following amounts were previously reported as compensation to the named executive officers in the Summary Compensation Table for fiscal years prior to 2017: Mr. Bergh ($1,907,318), Mr. Singh ($349,239), Mr. Bagattini ($402,983), Mr. Ellison ($252,495) and Mr. Love ($621,680).

(5) Our contribution on behalf of Mr. Bagattini to the international supplemental retirement savings plan for mobile employees ceased in 2016, with our contributions having been disclosed in the “All Other Compensation” column of the “Summary Compensation Table” for the relevant periods. The amount represented is the remaining active U.S. based plan.

Potential Payments Upon Termination, Change In Control or Corporate Transaction

Bergh Employment Agreement

On June 9, 2011, we entered into an employment agreement with Mr. Bergh in connection with Mr. Bergh joining us. See “Employment Agreements—Mr. Bergh.” As of November 26, 2017, the employment agreement provided that Mr. Bergh is eligible to receive certain benefits and payments upon his separation from us under certain circumstances pursuant to the terms of our Severance Plan and our EIP; provided however that if Mr. Bergh’s employment ceases due to an involuntary termination without Cause or voluntary termination for Good Reason upon or within two years following a Change in Control (each, as defined in his employment agreement), 100% of Mr. Bergh’s then unvested equity awards will vest in full, and all vested SARs will remain exercisable for 18 months following the date of his termination but no later than the original term/expiration date of the award.

In addition, in the event that Mr. Bergh retires, or Mr. Bergh’s employment ceases due to an involuntary termination without Cause or voluntary termination for Good Reason at any time other than within two years following a Change in Control, 100% of his outstanding equity and other long-term incentive awards that have remained outstanding for at least 12 months will vest in full, and all vested SARs will remain exercisable for 18 months following the date of his termination but no later than the original term/expiration date of the award.

Mr. Bergh’s right to the foregoing benefits is subject to his execution of an effective release of claims in favor of us and compliance with certain restrictive covenants.

129

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Severance Plan

Our Severance Plan provides for (i) 104 weeks of severance pay to Mr. Bergh and 78 weeks of severance pay to each of the other named executive officers based on their then current base salary rates, (ii) a pro-rated bonus, subject to actual financial performance but assuming individual performance at 100% of target, (iii) company paid premiums under our standard basic life insurance program of $10,000 over the duration of the severance period, up to a maximum of 18 months, and (iv) reasonable outplacement counseling and job search benefits, if the applicable executive’s employment ceases due to an involuntary termination without Cause or voluntary termination for Good Reason (each, as defined in our Severance Plan, and each, a Qualified Termination). In addition, any time-based equity awards that have been held by the executive for more than 12 months will vest as to the number of months equal to the executive’s severance period (other than with respect to Mr. Bergh’s equity awards, which are subject to the terms of his employment agreement). If the executive’s employment ceases due to a Qualified Termination within 18 months following a Change in Control (as defined in our Severance Plan), the severance period increases to 156 weeks for Mr. Bergh and 104 weeks for the other named executive officers and any performance-based equity awards shall fully vest and time-based equity awards will fully vest if not assumed (in each case, other than with respect to Mr. Bergh’s equity awards, which are subject to the terms of his employment agreement). Our Severance Plan also provides that if the executive elects COBRA coverage, for the duration of the executive’s severance period, up to a maximum of 18 months, the executive will only be required to pay the same share of the applicable premium for medical coverage that would apply if the executive were participating in the medical plan as an active employee. Additionally, for each executive who is eligible to be covered by our retiree health benefits (if any), we will fully pay for retiree medical coverage for the duration of the executive’s severance payment period, up to a maximum of 18 months, reduced for any months in which the executive receives subsidized COBRA coverage. Each executive’s severance benefits are subject to the execution of a general release of claims agreement and will cease upon rehire by us or acceptance of a job with one of our competitors.

EIP

Under our EIP, in the event of a Corporate Transaction (as defined in our EIP) in which the surviving corporation does not assume or continue the outstanding awards or substitute similar awards for the outstanding awards, the vesting schedule of all awards held by executives that are still employed will be accelerated in full to a date prior to the effective time of the transaction as determined by our board of directors. If the SARs are not exercised at or prior to the effective time of the transaction, all rights to exercise them will terminate. In addition, any reacquisition or repurchase rights held by us with respect to outstanding stock awards shall lapse upon the effectiveness of the Corporate Transaction.

2017 Equity Awards

With respect to equity awards granted in fiscal year 2017, in the event that the executive officer’s employment terminates due to Retirement (as defined in the award agreement), any equity awards that have remained outstanding for at least 12 months will continue to vest through the remainder of the vesting period. In addition, in the event that the executive officer dies or his employment terminates due to Disability (as defined in the award agreement), 100% of his outstanding time-based equity awards granted in fiscal year 2017 will vest in full, and all vested SARs will remain exercisable for 18 months following the date of his termination, but no later than the original term/expiration date of the award.

The information in the tables below reflects the estimated value of the compensation to be paid by us to each of the named executive officers in the event of his termination, Retirement, Change in

130

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Control termination, death, Disability or Corporate Transaction. The amounts shown below assume that each named individual was employed and that his termination, retirement, Change in Control termination, death, Disability or Corporate Transaction was effective as of November 26, 2017. The actual amounts that would be paid can only be determined at the time of the actual event. The amounts also assume a share price of $87.25 for the SAR grants, which was established by our board of directors based on factors including a valuation conducted by a third-party valuation firm dated as of December 31, 2017.

Charles V. Bergh

Executive Benefits and Payments Upon Termination	Voluntary Termination or for Cause Termination		Retirement		Termination Without Cause or Resignation for Good Reason		Death or Disability		Change in Control Termination		Corporate Transaction
Compensation:
Severance(1)	$	—	$	—	$	5,521,080	$	—	$	10,842,000	$	—
Equity vesting(2)		—		9,007,369		9,007,369		8,580,047		17,010,228		17,010,228
Benefits:
COBRA and life insurance(3)		—		—		20,777		—		20,777		—

(1) Based on Mr. Bergh’s annual base salary of $1,390,000 and his actual AIP award earned for fiscal year 2017. See “—Compensation Discussion and Analysis.”

(2) In the event of Retirement, assumes full vesting of unvested equity awards and the target number of shares underlying performance-based equity awards that have remained outstanding for at least 12 months. In the event of a Change in Control Termination, assumes full vesting of all unvested equity awards and the target number of shares underlying performance-based equity awards. In the event of Death or Disability, assumes full vesting of all unvested time-based equity awards. In the event of a Corporate Transaction, assumes no termination of employment and no assumption of outstanding equity awards.

(3) Reflects 18 months of a COBRA subsidy and life insurance premiums at the same company/employee percentage sharing as during employment.

Harmit Singh

Executive Benefits and Payments Upon Termination	Voluntary Termination or for Cause Termination		Retirement		Termination Without Cause or Resignation for Good Reason		Death or Disability		Change in Control Termination		Corporate Transaction
Compensation:
Severance(1)	$	—	$	—	$	2,092,898	$	—	$	3,092,000	$	—
Equity vesting(2)		—		—		771,948		1,872,601		3,689,671		3,689,671
Benefits:
COBRA and life insurance(3)		—		—		20,777		—		20,777		—

(1) Based on Mr. Singh’s annual base salary of $773,000 and his actual AIP award earned for fiscal year 2017. See “—Compensation Discussion and Analysis.”

(2) In the event of an Involuntary Not for Cause Termination, reflects full vesting of all unvested time-based equity awards held more than 12 months. In the event of a Change in Control Termination, assumes the equity awards are not assumed in the transaction and thus fully vest (with

131

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

performance-based equity awards vesting at target). In the event the equity awards are assumed and the holder experiences a Change in Control Termination, the value of the vesting would be $932,006. In the event of Death or Disability, assumes full vesting of all unvested time-based equity awards. In the event of a Corporate Transaction, assumes no termination of employment and no assumption of outstanding equity awards.

(3) Reflects 18 months of a COBRA subsidy and life insurance premiums at the same company/employee percentage sharing as during employment.

Roy Bagattini

Executive Benefits and Payments Upon Termination	Voluntary Termination or for Cause Termination		Retirement		Termination Without Cause or Resignation for Good Reason		Death or Disability		Change in Control Termination		Corporate Transaction
Compensation:
Severance(1)	$	—	$	—	$	1,844,378	$	—	$	2,782,800	$	—
Equity vesting(2)		—		—		856,235		1,918,571		3,819,096		3,819,096
Benefits:
COBRA and life insurance(3)		—		—		26,550		—		26,550		—

(1) Based on Mr. Bagattini’s annual base salary of $773,000 and his actual AIP award earned for fiscal year 2017. See “—Compensation Discussion and Analysis.”

(2) In the event of an Involuntary Not for Cause Termination, reflects full vesting of all unvested time-based equity awards held more than 12 months. In the event of a Change in Control Termination, assumes the equity awards are not assumed in the transaction and thus fully vest (with performance-based equity awards vesting at target). In the event the equity awards are assumed and the holder experiences a Change in Control Termination, the value of the vesting would be $817,238. In the event of Death or Disability, assumes full vesting of all unvested time-based equity awards. In the event of a Corporate Transaction, assumes no termination of employment and no assumption of outstanding equity awards.

(3) Reflects 18 months of a COBRA subsidy and life insurance premiums at the same company/employee percentage sharing as during employment.

Seth Ellison

Executive Benefits and Payments Upon Termination	Voluntary Termination or for Cause Termination		Retirement		Termination Without Cause or Resignation for Good Reason		Death or Disability		Change in Control Termination		Corporate Transaction
Compensation:
Severance(1)	$	—	$	—	$	2,007,236	$	—	$	2,469,600	$	—
Equity vesting(2)		—		—		394,152		1,341,030		2,182,232		2,182,232
Benefits:
COBRA and life insurance(3)		—		—		15,804		—		15,804		—

(1) Based on Mr. Ellison’s annual base salary of $686,000 and his actual AIP award earned for fiscal year 2017. See “—Compensation Discussion and Analysis.”

(2) In the event of an Involuntary Not for Cause Termination, reflects full vesting of all unvested time-based equity awards held more than 12 months. In the event of a Change in Control Termination,

132

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

assumes the equity awards are not assumed in the transaction and thus fully vest (with performance-based equity awards vesting at target). In the event the equity awards are assumed and the holder experiences a Change in Control Termination, the value of the vesting would be $407,243. In the event of Death or Disability, assumes full vesting of all unvested time-based equity awards. In the event of a Corporate Transaction, assumes no termination of employment and no assumption of outstanding equity awards.

(3) Reflects 18 months of a COBRA subsidy and life insurance premiums at the same company/employee percentage sharing as during employment.

David Love

Executive Benefits and Payments Upon Termination	Voluntary Termination or for Cause Termination		Retirement		Termination Without Cause or Resignation for Good Reason		Death or Disability		Change in Control Termination		Corporate Transaction
Compensation:
Severance(1)	$	—	$	—	$	1,639,400	$	—	$	2,520,000	$	—
Equity vesting(2)		—		—		345,937		1,036,686		2,070,020		2,070,020
Benefits:
COBRA and life insurance(3)		—		—		29,290		—		29,290		—

(1) Based on Mr. Love’s annual base salary of $700,000 and his actual AIP award earned for fiscal year 2017. See “—Compensation Discussion and Analysis.”

(2) In the event of an Involuntary Not for Cause Termination, reflects full vesting of all unvested time-based equity awards held more than 12 months. In the event of a Change in Control Termination, assumes the equity awards are not assumed in the transaction and thus fully vest (with performance-based equity awards vesting at target). In the event the equity awards are assumed and the holder experiences a Change in Control Termination, the value of the vesting would be $365,111. In the event of Death or Disability, assumes full vesting of all unvested time-based equity awards. In the event of a Corporate Transaction, assumes no termination of employment and no assumption of outstanding equity awards.

(3) Reflects 18 months of a COBRA subsidy and life insurance premiums at the same company/employee percentage sharing as during employment.

2019 Equity Incentive Plan

Prior to the completion of this offering, we intend to adopt and ask our stockholders to approve a new 2019 equity incentive plan, the terms of which are still being determined and will be disclosed in a later amendment to the registration statement of which this prospectus forms a part.

Employee Stock Purchase Plan

Prior to the completion of this offering, we intend to adopt and ask our stockholders to approve an employee stock purchase plan, the terms of which are still being determined and will be disclosed in a later amendment to the registration statement of which this prospectus forms a part.

Non-Employee Director Compensation During 2017

Historically, we have provided equity-based compensation to our non-employee directors for the time and effort necessary to serve as a member of our board of directors. In addition, our non-employee directors are entitled to reimbursement of direct expenses incurred in connection with attending meetings of our board of directors or committees thereof.

133

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

The following table sets forth information regarding the compensation earned for service on our board of directors during fiscal year 2017 by our directors who were not also our named executive officers. Mr. Bergh, our President and CEO, did not receive any additional compensation for his service on our board of directors during fiscal year 2017. His compensation as a named executive officer is set forth under “—Summary Compensation Table.” Mrs. Haas, whose compensation during fiscal year 2017 is set forth below, retired from our board of directors on May 20, 2018.

Name	Fees Earned or Paid in Cash		Stock Awards(1)		All Other Compensation(2)		Total
Stephen C. Neal(3)	$	215,000	$	234,956	$	29,093	$	479,049
Troy Alstead		120,000		134,994		14,345		269,339
Jill Beraud		100,000		134,994		9,135		244,129
Robert A. Eckert		120,000		134,994		25,293		280,287
Spencer Fleischer(4)		115,000		134,994		16,082		266,076
Mimi L. Haas		100,000		134,994		7,852		242,846
Peter E. Haas Jr.		100,000		134,994		10,268		245,262
Christopher J. McCormick		100,000		134,994		5,738		240,732
Jenny Ming		100,000		134,994		11,099		246,093
Patricia Salas Pineda(5)		100,000		134,994		31,962		266,956

(1) These amounts reflect the aggregate grant date fair value of RSUs granted under our EIP in fiscal year 2017 computed in accordance with FASB ASC 718. See the notes to our audited consolidated financial statements included elsewhere in this prospectus for the relevant assumptions used to determine these awards. The grant date fair value of the RSUs is based on the fair market value of our common stock as of the grant date as established by our board of directors based on factors including the most recent valuation conducted by a third-party valuation firm, less future expected dividends during the vesting period. The following table shows, as of November 26, 2017, the aggregate number of outstanding RSUs held by each person who was a director in fiscal year 2017, which number includes any RSUs that were vested but deferred and RSUs that were not vested as of such date:

Name	Aggregate Outstanding RSUs
Stephen C. Neal		11,904
Troy Alstead		7,631
Jill Beraud		4,915
Robert A. Eckert		13,965
Spencer Fleischer		9,120
Mimi L. Haas		4,235
Peter E. Haas Jr.		5,506
Christopher J. McCormick		3,660
Jenny Ming		6,874
Patricia Salas Pineda		9,294

134

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

(2) This column includes the aggregate grant date fair value of dividend equivalents provided to each director in fiscal year 2017 in the following amounts:

Name	Fair Value of Dividend Equivalent RSUs Granted
Stephen C. Neal	$	21,593
Troy Alstead		14,345
Jill Beraud		9,135
Robert A. Eckert		25,293
Spencer Fleischer		16,082
Mimi L. Haas		7,852
Peter E. Haas Jr.		10,268
Christopher J. McCormick		5,738
Jenny Ming		11,099
Patricia Salas Pineda		24,462

(3) Mr. Neal is the Chairman of our board of directors. Mr. Neal elected to defer 100% of his director’s fees under our Deferred Compensation Plan. Mr. Neal’s 2017 amount in the “All Other Compensation” column includes charitable matches of $7,500.

(4) Mr. Fleischer elected to defer 100% of his director’s fees under our Deferred Compensation Plan.

(5) Ms. Pineda’s 2017 amount in the “All Other Compensation” column includes charitable matches of $7,500.

Compensation for members of our board of directors is reviewed by the nominating, governance and corporate citizenship committee and approved by our board of directors. In fiscal year 2017, director compensation consisted of an annual retainer paid in cash and equity compensation in the form of RSUs. Chairpersons of the committees of our board of directors also received an additional cash retainer, as described below.

Annual Cash Retainer

In fiscal year 2017, each non-employee director received compensation consisting of an annual cash retainer fee of $100,000 and was eligible to participate in the provisions of our Deferred Compensation Plan that apply to directors. In fiscal year 2017, Mr. Neal and Mr. Fleischer participated in our Deferred Compensation Plan.

Equity Compensation

In fiscal year 2017, each non-employee director also received an annual equity award in the form of RSUs which are granted under our EIP. The annual equity award value in the form of RSUs granted under our EIP is $135,000. RSU recipients have target stock ownership guidelines of $300,000 worth of equity ownership within five years of participation in the program. The value of the RSUs is tracked against our share price as established by our board of directors based on factors including the most recent valuation conducted by a third-party valuation firm.

RSUs are units, representing beneficial ownership interests, corresponding in number and value to a specified number of underlying shares of stock. The RSUs vest in three equal installments after 13, 24 and 36 months following the grant date. After the recipient of the RSU has held the shares for six months, he or she may require us to repurchase, or we may require the participant to sell to us, those shares of common stock. If the director’s service terminates for reason other than cause after the first, but prior to full, vesting period, then any unvested portion of the award will fully vest as of the date of such termination. In addition, each director’s initial RSU grant includes a deferral delivery feature, under which the director will not receive the vested awards until six months following the cessation of service on our board of directors.

135

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Under the terms of our EIP, recipients of RSUs receive additional grants as a dividend equivalent when our board of directors declares a dividend to all stockholders. Therefore, all directors who held RSUs as of February 10, 2017 and October 6, 2017 received additional RSUs as a dividend equivalent. Dividend equivalents are subject to all the terms and conditions of the underlying RSU Award Agreement to which they relate.

Compensation of Committee Chairpersons

In addition to the compensation described above, chairpersons of the committees of our board of directors receive an additional retainer fee in the amount of $20,000 for each of the audit committee and the human resources committee and $15,000 for each of the finance committee and the nominating, governance and corporate citizenship committee.

Mr. Neal is the Chairman of our board of directors and, as such, is entitled to receive an additional annual retainer in the amount of $200,000, 50% of which is paid in cash and 50% of which is paid in the form of RSUs. The Chairman of our board of directors may also receive the additional retainers earned by chairpersons of the committees of our board of directors, if applicable.

Compensation Committee Interlocks and Insider Participation

The human resources committee serves as the compensation committee of our board of directors. In fiscal year 2017, its members were Mr. Eckert (Chair), Mr. Alstead, Mr. Haas Jr. and Ms. Pineda. In fiscal year 2017, no member of the human resources committee was a current officer or employee of ours. There are no compensation committee interlocks between us and other entities involving our executive officers and our board members who serve as executive officers of those other entities.

136

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a summary of transactions since November 29, 2015, to which we have been a participant in which the amount involved exceeded or will exceed $120,000, and in which any of our then directors, executive officers or holders of more than 5% of any class of our capital stock at the time of such transaction, or any members of their immediate family, had or will have a direct or indirect material interest.

Stockholders Agreement

Our Class B common stock, which is entitled to ten votes per share, is primarily owned by descendants of the family of our founder, Levi Strauss, and their relatives and trusts established for their behalf. All shares of Class B common stock are subject to our stockholders agreement, which limits the transfer of shares and certificates to other holders of Class B common stock, family members, specified charities and foundations and to us. The stockholders agreement does not provide for registration rights or other contractual devices for forcing a public sale of shares or certificates, or other access to liquidity. The stockholders agreement will terminate pursuant to its terms 180 days following the completion of this offering.

Registration Rights Agreement

Prior to the completion of this offering, we intend to enter into a registration rights agreement with certain holders of our Class B common stock. See “Description of Capital Stock—Class A Common Stock and Class B Common Stock—Registration Rights.”

Employment Arrangements

We have entered into employment agreements with certain of our executive officers. For more information regarding these agreements with our named executive officers, see “Executive Compensation—Employment Arrangements.”

Equity Grants to Directors and Executive Officers

We have granted RSUs to certain of our directors and executive officers. For more information regarding the awards granted to our directors and named executive officers see “Management—Non-Employee Director Compensation During 2018” and “Executive Compensation.”

137

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Director and Executive Officer Stock Sales

We have repurchased shares of our common stock for cash from directors and executive officers pursuant to contractual put and call arrangements, which arrangements will terminate pursuant to their terms upon the completion of this offering. The price per share was equal to the then-current fair market value, determined in accordance with our EIP. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Anticipated Change to our Equity Compensation Program in Connection with this Offering.” The stock repurchases that have occurred since November 29, 2015 are as follows:

Name	Date of Repurchase		Number of Shares		Price per Share
Charles V. Bergh		8/20/2018		157,238	$	118.25
		9/11/2017		119,953		75.50
Roy Bagattini		3/6/2018		9,150		96.00
Seth M. Ellison		3/9/2018		4,680		96.00
		2/16/2017		2,802		69.00
Seth R. Jaffe		6/8/2018		3,400		96.00
		9/11/2017		10,833		75.50
David Love		7/19/2018		16,000		118.25
Patricia Salas Pineda		8/21/2017		3,765		75.50
Harmit Singh		9/11/2017		16,475		75.50

Other Relationships

Mr. Bergh, our President and CEO, Mr. Haas Jr., a member of our board of directors, Ms. O’Neill, our Executive Vice President and President of Product, Innovation and Supply Chain, and Mr. Rosen, our Executive Vice President and President of Direct-to-Consumer, are board members of the Levi Strauss Foundation, which is not one of our consolidated entities. Seth R. Jaffe, Executive Vice President and General Counsel, is Vice President of the Levi Strauss Foundation. We donated $7.3 million, $7.3 million, $6.9 million and $7.0 million to the Levi Strauss Foundation in the first nine months of fiscal year 2018 and in fiscal years 2017, 2016 and 2015, respectively.

Mimi L. Haas, who retired from our board of directors on May 20, 2018, has a daughter-in-law who has been employed by us in a non-executive position since fiscal year 2017. This employee’s total compensation was $136,000 and $150,000 in the first nine months of fiscal year 2018 and in fiscal year 2017, respectively.

Related Party Transaction Policy

We have a written policy concerning the review and approval of related party transactions. Potential related party transactions are identified through an internal review process that includes a review of director and officer questionnaires and a review of any payments made in connection with transactions in which related persons may have had a direct or indirect material interest. Any business transactions or commercial relationships between us and any of our directors or stockholders, or any of their immediate family members, are reviewed by the nominating, governance and corporate citizenship committee and must be approved by at least a majority of the disinterested members of our board of directors. Business transactions or commercial relationships between us and our named executive officers who are not directors, or any of their immediate family members, requires approval of our CEO with reporting to the audit committee.

138

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth the beneficial ownership of our common stock (i) as of August 26, 2018 and (ii) immediately following this offering, as adjusted to reflect the sale of              shares of Class A common stock by us and              shares of Class A common stock by the selling stockholders, in each case, by the following individuals or groups:

• each of our directors (including our future director, Mr. Prime);

• each of our named executive officers;

• all of our directors (including our future director, Mr. Prime) and executive officers as a group;

• each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our Class A common stock or Class B common stock; and

• each selling stockholder.

The percentage ownership information shown in the table prior to this offering is based upon no shares of Class A common stock and 37,615,303 shares of Class B common stock outstanding as of August 26, 2018. The percentage ownership information shown in the table after this offering is based upon              shares of Class A common stock and              shares of Class B common stock outstanding as of August 26, 2018, after giving effect to the sale of              shares of Class A common stock by us and              shares of Class A common stock by the selling stockholders in this offering and assuming no exercise of the underwriters’ option to purchase additional shares.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities, or has the right to acquire such powers within 60 days. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable on or before October 25, 2018, which is 60 days after August 26, 2018. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

139

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Except as otherwise noted below, the address for persons listed in the table is c/o Levi Strauss & Co., 1155 Battery Street, San Francisco, California 94111.

	Shares Beneficially Owned Prior to this Offering									Shares Beneficially Owned Following this Offering
	Class A				Class B				% of Total Voting Power†	Class A		Class B		% of Total Voting Power†
Name of Beneficial Owner	Shares		%		Shares		%			Shares	%	Shares	%
Directors:
Troy Alstead		—		—		7,741		*
Jill Beraud		—		—		7,741		*
Robert A. Eckert		—		—		8,922		*
Spencer Fleischer		—		—		1,960		*
David A. Friedman(1)		—		—		384,208		1.0
Peter E. Haas Jr.(2)		—		—		4,689,256		12.5
Christopher J. McCormick		—		—		1,960		*
Jenny Ming		—		—		0		—
Stephen C. Neal		—		—		26,787		*
Patricia Salas Pineda		—		—		15,889		*
Joshua E. Prime(3)		—		—		132,248		*
Named Executive Officers:
Charles V. Bergh(4)		—		—		632,142		1.7
David Love(5)		—		—		94,743		*
Harmit Singh(6)		—		—		94,317		*
Seth M. Ellison(7)		—		—		25,459		*
Roy Bagattini(8)		—		—		6,873		*
Directors and executive officers as a group (18 persons)(9)		—		—		6,069,024		16.1
5% or Greater Stockholders:
Mimi L. Haas(10)		—		—		6,291,478		16.7
Margaret E. Haas(11)		—		—		4,449,581		11.8
Robert D. Haas(12)		—		—		3,931,642		10.5
Peter E. Haas Jr. Family Fund(13)		—		—		2,911,770		7.7
Daniel S. Haas(14)		—		—		2,370,782		6.3
Jennifer C. Haas(15)		—		—		2,072,738		5.5
Selling Stockholders:
		—		—

* Represents beneficial ownership of less than 1%.

† Represents the voting power with respect to all shares of our Class A common stock and Class B common stock, voting together as a single class. Each share of Class A common stock will be entitled to one vote per share, and each share of Class B common stock will be entitled to ten votes per share. The Class A common stock and Class B common stock will vote together on all matters (including the election of directors) submitted to a vote of stockholders, except under limited circumstances described in “Description of Capital Stock—Class A Common Stock and Class B Common Stock—Voting Rights.”

(1) Includes an aggregate of 146,454 shares held in trusts, of which Mr. Friedman is co-trustee, for the benefit of others and for which Mr. Friedman shares voting and investment power. Mr. Friedman disclaims beneficial ownership of these 146,454 shares.

(2) Includes 2,911,770 shares held by the Peter E. Haas Jr. Family Fund, of which Mr. Haas Jr. is a Vice President, for the benefit of charitable entities and for which Mr. Haas Jr. shares voting and

140

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

investment power. Includes an aggregate of 455,185 shares held in trusts, of which Mr. Haas Jr. is trustee, for the benefit of others and for which Mr. Haas Jr. has sole voting and investment power. Includes 40,000 shares held by Mr. Haas Jr.’s spouse for which Mr. Haas Jr. has no voting or investment power. Mr. Haas Jr. disclaims beneficial ownership of these 3,406,955 shares.

(3) Includes 1,000 shares held in a trust, of which Mr. Prime and his spouse are co-trustees, for which Mr. Prime and his spouse share voting and investment power. Includes 112,225 shares held by Mr. Prime’s spouse for which Mr. Prime has no voting or investment power. Includes an aggregate of 15,495 shares held in custodial accounts, of which Mr. Prime’s spouse is custodian, for the benefit of others and for which Mr. Prime has no voting or investment power. Mr. Prime disclaims ownership of these 128,720 shares.

(4) Consists of shares that Mr. Bergh has the right to acquire pursuant to outstanding SARs that may be exercised within 60 days of August 26, 2018.

(5) Includes 65,980 shares that Mr. Love has the right to acquire pursuant to outstanding SARs that may be exercised within 60 days of August 26, 2018.

(6) Consists of shares that Mr. Singh has the right to acquire pursuant to outstanding SARs that may be exercised within 60 days of August 26, 2018.

(7) Includes 1,363 shares that Mr. Ellison has the right to acquire pursuant to outstanding SARs that may be exercised within 60 days of August 26, 2018.

(8) Includes 1,026 shares that Mr. Bagattini has the right to acquire pursuant to outstanding SARs that may be exercised within 60 days of August 26, 2018.

(9) Includes 834,624 shares that our executive officers have the right to acquire pursuant to outstanding SARs that may be exercised within 60 days of August 26, 2018.

(10) Mrs. Haas retired from our board of directors on May 20, 2018.

(11) Includes an aggregate of 1,953,488 shares held in trusts and a limited liability company, of which Ms. Haas is trustee and manager, respectively, for the benefit of others and for which Ms. Haas has sole voting and investment power. Includes 886,122 shares held by the Margaret E. Haas Fund, of which Ms. Haas is board chair, and 84,468 shares held by the Lynx Foundation, of which Ms. Haas is board chair, for the benefit of charitable entities and for which Ms. Haas shares voting and investment power. Ms. Haas disclaims beneficial ownership of these 2,924,078 shares.

(12) Includes 1,333,829 shares held in a trust, of which Mr. Haas is trustee, for the benefit of others and for which Mr. Haas has sole voting and investment power. Includes 23,645 shares held by Mr. Haas’ spouse for which Mr. Haas has no voting or investment power. Includes an aggregate of 1,000,000 shares held in trusts, of which Mr. Haas’ spouse is trustee, for the benefit of others and for which Mr. Haas has no voting or investment power. Mr. Haas disclaims beneficial ownership of these 2,357,474 shares. Also includes 7,795 shares held in a trust, of which Mr. Haas and his spouse are co-trustees, for which Mr. Haas and his spouse share voting and investment power.

(13) Mr. Haas Jr. is a Vice President of the Peter E. Haas Jr. Family Fund. These 2,911,770 shares are also included in Mr. Haas Jr.’s ownership amounts as referenced in footnote 2 above. Mr. Haas Jr. disclaims beneficial ownership of these 2,911,770 shares.

(14) Includes an aggregate of 459,035 shares held in trusts, of which Mr. Haas is trustee, for the benefit of others and for which Mr. Haas has sole voting and investment power. Mr. Haas disclaims beneficial ownership of these 459,035 shares.

(15) Includes 549,851 shares held in a custodial account and a limited liability company, of which Ms. Haas is custodian and manager, respectively, for the benefit of others and for which Ms. Haas has sole voting and investment power. Ms. Haas disclaims beneficial ownership of these 549,851 shares.

141

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

DESCRIPTION OF CERTAIN INDEBTEDNESS

The summaries set forth below are qualified in their entirety by the actual text of the applicable agreements and indentures, each of which has been filed as an exhibit to the registration statement of which this prospectus is a part or which are publicly available as set forth under “Where You Can Find Additional Information.”

Senior Secured Revolving Credit Facility

We are party to a second amended and restated credit agreement, or the credit agreement, which provides for a senior secured revolving credit facility, or credit facility. Our credit facility is an asset-based facility, in which the borrowing availability is primarily based on the value of the U.S. Levi’s trademarks and the levels of certain eligible cash, accounts receivable and inventory in the United States and Canada.

Availability, Interest and Maturity.    The maximum availability under our credit facility is $850.0 million, of which $800.0 million is available for revolving loans in U.S. Dollars and $50.0 million is available for revolving loans in either U.S. or Canadian Dollars. Subject to availability under the borrowing base, we may make and repay borrowings from time to time until the maturity of our credit facility. We may make voluntary prepayments of borrowings at any time and must make mandatory prepayments if certain events occur. Of the maximum availability of $850.0 million, the U.S. Levi’s trademarks are deemed to add the lesser of (i) $350.0 million and (ii) 65% of the net orderly liquidation value of such trademarks to the borrowing base. Upon the maturity date of May 23, 2022, all of the obligations outstanding under our credit facility become due. The interest rate for borrowings under our credit facility is LIBOR plus 125-175 basis points, depending on borrowing base availability, and the rate for undrawn availability is 20 basis points.

As of August 26, 2018, unused availability under our credit facility was $669.1 million, as the total availability of $713.6 million (based on the collateral levels discussed above) was reduced by $44.5 million of other credit-related instruments. We have stand-by letters of credit with various international banks under our credit facility serving as guarantees to cover U.S. workers’ compensation claims and working capital requirements for certain subsidiaries, primarily in India.

The credit agreement also provides that we may increase the availability under our credit facility up to the greater of (i) $1.6 billion in the aggregate and (ii) an amount that would not cause our secured leverage ratio (as defined in the credit agreement) to exceed 3.25 to 1.00, in each case if certain conditions are met.

Guarantees and Security.    Our obligations under the credit agreement are guaranteed by our domestic subsidiaries. Our obligations under the credit agreement are secured by specified domestic assets, including certain U.S. trademarks associated with the Levi’s brand and accounts receivable, goods and inventory in the United States.

Additionally, the obligations of Levi Strauss & Co. (Canada) Inc. under the credit agreement are secured by Canadian accounts receivable, goods, inventory and other Canadian assets. The lien on the U.S. Levi’s trademarks and related intellectual property may be released at our discretion subject to certain conditions, and such release would reduce the borrowing base.

Covenants.    The credit agreement contains customary covenants restricting our activities, as well as those of our subsidiaries, including limitations on the ability to sell assets, engage in mergers or other fundamental changes, enter into capital leases or certain leases not in the ordinary course of

142

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

business, enter into transactions involving related parties or derivatives, incur or prepay indebtedness, grant liens or negative pledges on our assets, make loans or other investments, pay dividends or repurchase stock or other securities, guarantee third-party obligations, engage in sale leasebacks and make changes in our corporate structure. There are exceptions to these covenants, and some are only applicable when unused availability falls below specified thresholds. In addition, the credit agreement includes, as a financial covenant, a springing fixed charge coverage ratio of 1.0 to 1.0, which arises when availability falls below a specified threshold.

Events of Default.    The credit agreement contains customary events of default, including payment failures, breaches of representations and warranties, failure to comply with covenants, failure to satisfy other obligations under the credit agreement or related documents, defaults in respect of other indebtedness, bankruptcy, insolvency and inability to pay debts when due, material judgments, pension plan terminations or specified underfunding, substantial stock ownership changes, failure of certain provisions of any guarantee or security document supporting our credit facility to be in full force and effect, change of control and specified changes in the composition of our board of directors. The cross-default provisions in the credit agreement apply if a default occurs on other indebtedness of us or the guarantors in excess of $50.0 million and the applicable grace period in respect of the indebtedness has expired, such that the lenders of or trustee for the defaulted indebtedness have the right to accelerate. If an event of default occurs under the credit agreement, subject to any applicable grace period, the lenders may terminate their commitments, declare immediately payable all borrowings under our credit facility and foreclose on the collateral.

Senior Notes due 2025

Principal, Interest and Maturity.    On April 27, 2015, we issued $500.0 million in aggregate principal amount of 5.00% senior notes due 2025, or the senior notes due 2025, to qualified institutional buyers and to purchasers outside the United States, which were later exchanged for new notes in the same principal amount with substantially identical terms, except that the new notes were registered under the Securities Act. The senior notes due 2025 will mature on May 1, 2025. Interest on the senior notes due 2025 is payable semi-annually in arrears on May 1 and November 1.

Ranking.    The senior notes due 2025 are not guaranteed by any of our subsidiaries and are unsecured obligations. Accordingly, they:

• rank equal in right of payment with all of our other existing and future unsecured and unsubordinated debt;

• rank senior in right of payment to our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes due 2025;

• are effectively subordinated in right of payment to all of our existing and future senior secured debt and other obligations (including our credit facility) to the extent of the value of the collateral securing such debt; and

• are structurally subordinated to all obligations of each of our subsidiaries.

Optional Redemption.    At any time prior to May 1, 2020, we may redeem some or all of the senior notes due 2025 at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, and a “make-whole” premium. On or after May 1, 2020, we may redeem some or all of the senior notes due 2025, at once or over time, at redemption prices specified in the indenture governing the senior notes due 2025, or the 2025 indenture, plus accrued and unpaid interest, if any, to the date of redemption. In addition, at any time prior to May 1, 2018, we may redeem up to a maximum of 40% of the original aggregate principal amount with the proceeds of certain equity offerings at a redemption price of 105% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption.

143

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Mandatory Redemption, Offer to Purchase and Open Market Purchases.    We are not required to make any sinking fund payments with respect to the senior notes due 2025. However, under certain circumstances in the event of an asset sale or as described under “—Change of Control” below, we may be required to offer to purchase the senior notes due 2025. We may from time to time purchase the senior notes due 2025 in the open market or otherwise.

Covenants.    The 2025 indenture contains covenants that limit, among other things, our and certain of our subsidiaries’ ability to incur additional debt, make certain restricted payments, consummate specified asset sales, enter into transactions with affiliates and incur liens, and that impose restrictions on the ability of our subsidiaries to pay dividends or make payments to us and our restricted subsidiaries, merge or consolidate with another person and dispose of all or substantially all of our or our restricted subsidiaries’ assets. The 2025 indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment of principal, premium or interest, breach of covenants in the 2025 indenture, payment defaults or acceleration of certain other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the trustee under the 2025 indenture or the holders of at least 25% in principal amount of the then outstanding senior notes due 2025 may declare all the senior notes due 2025 to be due and payable immediately.

Change of Control.    Upon the occurrence of a change in control (as defined in the 2025 indenture), each holder of the senior notes due 2025 may require us to repurchase all or a portion of the senior notes due 2025 in cash at a price equal to 101% of the principal amount of the senior notes due 2025 to be repurchased, plus accrued and unpaid interest, if any, to the date of purchase.

Senior Notes due 2027

Principal, Interest and Maturity.    On February 28, 2017, we issued €475.0 million in aggregate principal amount of 3.375% senior notes due 2027, or the senior notes due 2027, to qualified institutional buyers and to purchasers outside the United States, which were later exchanged for new notes in the same principal amount with substantially identical terms, except that the new notes were registered under the Securities Act. The senior notes due 2027 will mature on March 15, 2027. Interest on the senior notes due 2027 is payable semi-annually in arrears on March 15 and September 15.

Ranking.    The senior notes due 2027 are not guaranteed by any of our subsidiaries and are unsecured obligations. Accordingly, they:

• rank equal in right of payment with all of our other existing and future unsecured and unsubordinated debt;

• rank senior in right of payment to our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes due 2027;

• are effectively subordinated in right of payment to all of our existing and future senior secured debt and other obligations (including our credit facility) to the extent of the value of the collateral securing such debt; and

• are structurally subordinated to all obligations of each of our subsidiaries.

Optional Redemption.    At any time prior to March 15, 2020, we may redeem up to a maximum of 40% of the aggregate principal amount with the proceeds of certain equity offerings at a redemption price of 103.375% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption. In addition, we may redeem some or all of the senior notes due 2027 prior to March 15, 2022 at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the

144

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

date of redemption, and a “make-whole” premium. On or after March 15, 2022, we may redeem some or all of the senior notes due 2027, at once or over time, at redemption prices specified in the indenture governing the Senior Notes due 2027, or the 2027 indenture, and together with the 2025 indenture, the indentures, plus accrued and unpaid interest, if any, to the date of redemption.

Mandatory Redemption, Offer to Purchase and Open Market Purchases.    We are not required to make any sinking fund payments with respect to the senior notes due 2027. However, under certain circumstances in the event of an asset sale or as described under “—Change of Control” below, we may be required to offer to purchase the senior notes due 2027. We may from time to time purchase the senior notes due 2027 in the open market or otherwise.

Covenants.    The 2027 indenture contains covenants that limit, among other things, our and certain of our subsidiaries’ ability to incur additional debt, pay dividends or make other restricted payments, consummate specified asset sales, enter into transactions with affiliates and incur liens, and that impose restrictions on the ability of our subsidiaries to pay dividends or make payments to us and our subsidiaries, merge or consolidate with another person, and sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our assets or the assets of our restricted subsidiaries. The 2027 indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment of principal, premium or interest, breach of covenants in the 2027 indenture, payment defaults or acceleration of certain other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the trustee under the 2027 indenture or the holders of at least 25% in principal amount of the then outstanding senior notes due 2027 may declare all the Senior Notes due 2027 to be due and payable immediately.

Change of Control.    Upon the occurrence of a change in control (as defined in the 2027 indenture), each holder of the senior notes due 2027 may require us to repurchase all or a portion of the senior notes due 2027 in cash at a price equal to 101% of the principal amount of the senior notes due 2027 to be repurchased, plus accrued and unpaid interest, if any, to the date of purchase.

Short-Term Borrowings

Short-term borrowings consist of term loans and revolving credit facilities at various foreign subsidiaries that we expect to either pay over the next 12 months or refinance at the end of their applicable terms. Certain of these borrowings are guaranteed by stand-by letters of credit issued under our credit facility.

Dividends and Restrictions

The terms of the indentures and the credit agreement contain covenants that restrict our ability to pay dividends to our stockholders. For information about our dividend payments, see the notes to our audited consolidated financial statements included elsewhere in this prospectus. As of August 26, 2018, and at the time the dividends were paid, we met the requirements of our debt instruments for the payment of such dividends.

Our subsidiaries that are not wholly owned subsidiaries and that are “restricted subsidiaries” under the indentures are permitted under the indentures to pay dividends to all stockholders either on a pro rata basis or on a basis that results in the receipt by us or a restricted subsidiary that is the parent of the restricted subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis.

145

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

The terms of the indentures and the credit agreement contain covenants that restrict (in each case subject to certain exceptions) us or any restricted subsidiary from entering into any arrangements that would restrict the payment of dividends or of any obligation owed by the restricted subsidiary to us or any other restricted subsidiary, the making of any loans or advances to us or any other restricted subsidiary or transferring any of its property to us or any other restricted subsidiary.

146

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

DESCRIPTION OF CAPITAL STOCK

The following descriptions of our capital stock, certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws, as each will be in effect upon the completion of this offering, and certain provisions of Delaware law are summaries. You should also refer to the amended and restated certificate of incorporation and the amended and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus is a part.

General

Upon the completion of this offering, our amended and restated certificate of incorporation will provide for two classes of common stock: Class A common stock and Class B common stock. In addition, our amended and restated certificate of incorporation will authorize shares of undesignated preferred stock, the rights, preferences and privileges of which may be designated from time to time by our board of directors.

Upon the completion of this offering, our authorized capital stock will consist of              shares, all with a par value of $             per share, of which              shares will be designated as Class A common stock,              shares will be designated as Class B common stock and             shares will be designated as preferred stock.

The numbers of shares of Class A common stock and Class B common stock that will be outstanding following this offering is based on no shares of Class A common stock and 37,615,303 shares of Class B common stock outstanding as of August 26, 2018, and excludes:

• 1,770,414 shares of Class B common stock issuable pursuant to RSUs and SARs granted under our EIP that were outstanding as of August 26, 2018 that may be settled in or exercised for shares of our Class B common stock; and

•              shares of Class A common stock reserved for future issuance under our EIP, as amended and restated in connection with this offering, as well as any future increases, including annual automatic increases, in the number of shares of Class A common stock reserved for issuance thereunder, and any shares underlying outstanding stock-settled RSUs and SARs granted under our EIP that expire or are repurchased, forfeited, cancelled or withheld, as more fully described under “Equity Compensation—Elements of Compensation—Long-Term Incentives.”

Our outstanding capital stock was held by 275 stockholders of record as of August 26, 2018. Our board of directors is authorized, without stockholder approval except as required by the listing standards of              , to issue additional shares of our capital stock.

Class A Common Stock and Class B Common Stock

Voting Rights

Holders of our Class A common stock and Class B common stock have identical rights, provided that, except as otherwise expressly provided in our amended and restated certificate of incorporation or required by applicable law, on any matter that is submitted to a vote of our stockholders, holders of our Class A common stock are entitled to one vote per share of Class A common stock and holders of our Class B common stock are entitled to ten votes per share of Class B common stock. Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, except as required by Delaware Law or as otherwise provided in our amended and restated certificate of incorporation.

147

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Upon the completion of this offering, under our amended and restated certificate of incorporation, we may not increase or decrease the authorized number of shares of Class A common stock or Class B common stock without the affirmative vote of the holders of a majority of the voting power of our Class A common stock and Class B common stock, voting together as a single class.

We have not provided for cumulative voting for the election of directors in our amended and restated certificate of incorporation.

Economic Rights

Except as otherwise expressly provided in our amended and restated certificate of incorporation or required by applicable law, shares of Class A common stock and Class B common stock will have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters, including, without limitation, those described below unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class.

Dividends.    Any dividend or distribution paid or payable to the holders of shares of Class A common stock and Class B common stock shall be paid pro rata, on an equal priority, pari passu basis; provided, however, that if a dividend or distribution is paid in the form of Class A common stock or Class B common stock (or rights to acquire shares of Class A common stock or Class B common stock), then the holders of the Class A common stock shall receive Class A common stock (or rights to acquire shares of Class A common stock) and holders of Class B common stock shall receive Class B common stock (or rights to acquire shares of Class B common stock).

Liquidation.    In the event of our liquidation, dissolution or winding-up, upon the completion of any distributions required with respect to any shares of preferred stock that may then be outstanding, our remaining assets legally available for distribution to common stockholders shall be distributed on an equal priority, pro rata basis to the holders of Class A common stock and Class B common stock.

Subdivisions and Combinations.    If we subdivide or combine in any manner outstanding shares of Class A common stock or Class B common stock, then the outstanding shares of all common stock will be subdivided or combined in the same proportion and manner.

Change of Control Transaction.    In connection with any change of control, the holders of Class A common stock and Class B common stock will be treated equally and identically with respect to shares of Class A common stock or Class B common stock owned by them.

Conversion

Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, except for certain transfers described in our amended and restated certificate of incorporation. In addition, upon the date on which the outstanding shares of Class B common stock represent less than 10% of the aggregate number of shares of our then outstanding capital stock, all outstanding shares of Class B common stock shall convert automatically into Class A common stock, and no additional shares of Class B common stock will be issued.

148

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Registration Rights

Following the completion of this offering, based on the number of shares outstanding as of August 26, 2018, holders of approximately             shares of our Class B common stock will have certain contractual rights with respect to the registration under the Securities Act of the shares of Class A common stock issuable upon conversion of their Class B common stock. These shares are collectively referred to as registrable securities.

Piggyback Registration Rights.    If we register any of our securities for public sale, the holders of any then-outstanding registrable securities will be entitled to notice of, and will have the right to include their registrable securities in, such registration. These piggyback registration rights will be subject to specified conditions and limitations, including the right of the underwriters of any underwritten offering to limit the number of registrable securities to be included in such offering (but in no case below 50% of the total number of securities included in such offering).

Registration on Form S-3.    If we are eligible to file a registration statement on Form S-3, the holders of any then-outstanding registrable securities will have the right to demand that we file registration statements on Form S-3. This right to have registrable securities registered on Form S-3 will be subject to specified conditions and limitations, including that the aggregate offering price (net of selling expenses) of the registrable securities to be sold under any such registration statement on Form S-3 is at least $25.0 million and that we are not required to effect more than two registrations on Form S-3 within any 12-month period.

Expenses of Registration.    Subject to specified conditions and limitations, we will pay all expenses relating to any registration made pursuant to the registration rights agreement, other than underwriting discounts and commissions.

Termination of Registration Rights.    The registration rights of any particular holder of registrable securities will terminate when such holder is able to sell all of his, her or its registrable securities during a 90-day period pursuant to Rule 144 or other similar exemption from registration under the Securities Act.

Protective Provisions

So long as any shares of Class B common stock remain outstanding:

• the approval of the holders of a majority of our then-outstanding Class A common stock and Class B common stock, voting together as a single class, will be required in order for us to: (i) issue shares of preferred stock, other than in connection with a stockholder rights plan; or (ii) issue shares of Class A common stock, or securities convertible into or exercisable for Class A common stock, as consideration for acquisitions if the number of securities to be issued is equal to or exceeds 20% of the sum of the number of shares of Class A common stock and Class B common stock outstanding before such issuance (or if the number of securities to be issued, together with any securities issued as consideration for acquisitions within the 12 months prior to such issuance, is equal to or exceeds 20% of the sum of (a) the number of shares of Class A common stock and Class B common stock as of the first day of such 12-month period and (b) the number of shares of Class A common stock and Class B common stock issued subsequent to such date pursuant to options, RSUs, SARs or other awards issued pursuant to stockholder-approved equity incentive plans and acquisitions); and

• the approval of the holders of a majority of our then-outstanding Class B common stock will be required in order for us to: (i) amend, alter or repeal our amended and restated certificate of incorporation or our amended and restated bylaws in a manner that modifies the powers,

149

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

preferences or rights of our Class B common stock; (ii) reclassify any outstanding shares of Class A common stock into shares having dividend or distribution rights that are senior to our Class B common stock or having the right to more than one vote per share; or (iii) issue additional shares of Class B common stock, except upon the exercise of certain rights in existence prior to the completion of this offering or the payment of certain dividends.

Anti-Takeover Provisions

Anti-Takeover Statute

We are subject to Section 203 of the DGCL, or Section 203, which generally prohibits a publicly held Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

• before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

• upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• on or after such date, the business combination is approved by the board of directors and authorized by the stockholders, by the affirmative vote of at least 66²/₃% of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines a “business combination” to include the following:

• any merger or consolidation involving the corporation and the interested stockholder;

• any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

• subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

• any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

• the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

150

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Anti-Takeover Effects of Certain Provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to be in Effect Upon the Completion of this Offering

Our amended and restated certificate of incorporation, which will be in effect upon the completion of this offering, provides for a board of directors comprising three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

Because our stockholders do not have cumulative voting rights, stockholders holding a majority of the voting power of the Class A common stock and Class B common stock outstanding will be able to elect all of our directors. Our amended and restated certificate of incorporation provides for a two-class common stock structure, which provides our current stockholders with significant influence over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets.

Our amended and restated certificate of incorporation and amended and restated bylaws:

• establish a classified board of directors so that not all members are elected at one time;

• permit our board of directors to establish the number of directors and fill any vacancies and newly-created directorships;

• provide that, for so long as we have a classified board of directors, members of our board of directors may only be removed for cause;

• authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

• prohibit stockholder action by written consent, which requires all stockholder actions to be taken at annual stockholder meetings or at a special stockholder meeting (which may be called by the Chairperson of our board of directors, our CEO, our board of directors (pursuant to a resolution adopted by a majority of the authorized directors) or stockholders entitled to cast a majority of the votes at such special meeting);

• provide that our board of directors is expressly authorized to make, alter or repeal our bylaws;

• restrict the forum for certain litigation against us to Delaware;

• reflect the dual class structure of our common stock; and

• establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders.

The combination of these provisions will make it more difficult for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for another party to effect a change in management.

These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.

151

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

We believe the benefits of these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms.

Choice of Forum

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty; (iii) any action asserting a claim against us arising under the DGCL; (iv) any action regarding our amended and restated certificate of incorporation or our amended and restated bylaws; or (v) any action asserting a claim against us that is governed by the internal affairs doctrine. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction. Several lawsuits have been filed in Delaware challenging the enforceability of similar choice of forum provisions, and it is possible that a court could determine such provisions are not enforceable.

Our amended and restated certificate of incorporation further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. However, it is possible that a court could determine such provision is not enforceable. In any case, stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock and Class B common stock is Computershare Trust Company, N.A. The transfer agent’s address is 250 Royall Street, Canton, Massachusetts 02021-1011.

Listing

Our common stock has not been listed on any stock exchange since 1985. We intend to apply to have our Class A common stock approved for listing on              under the symbol “              .”

152

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, no public market existed for our capital stock. Future sales of substantial amounts of Class A common stock in the public market, the availability of shares for future sale or the perception that such sales may occur, could adversely affect the market price of our Class A common stock and/or impair our ability to raise equity capital.

Based on our shares outstanding as of August 26, 2018, upon the completion of this offering,              shares of our Class A common stock and              shares of our Class B common stock will be outstanding, or              shares of Class A common stock and              shares of our Class B common stock if the underwriters exercise their option to purchase additional shares from us in full.

All of the shares of Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, except for any shares sold to our “affiliates,” as defined in Rule 144 under the Securities Act, or Rule 144. The outstanding shares of Class B common stock held by existing stockholders are “restricted securities,” as defined in Rule 144. Restricted securities may be sold in the public market only if the offer and sale is registered under the Securities Act or if the offer and sale of those securities qualifies for exemption from registration, including exemptions provided by Rule 144 or Rule 701 under the Securities Act, or Rule 701.

As a result of lock-up agreements described below and the provisions of Rules 144 and 701, shares of our common stock will be available for sale in the public market as follows:

•              shares of our Class A common stock will be eligible for immediate sale upon the completion of this offering; and

• approximately              shares of Class A common stock and              shares of our Class B common stock, upon reclassification into shares of Class A common stock, will be eligible for sale upon expiration of lock-up agreements described below, beginning 181 days after the date of this prospectus, subject in certain circumstances to the volume, manner of sale and other limitations under Rules 144 and 701.

We may issue shares of our capital stock from time to time for a variety of corporate purposes, including in capital-raising activities through future public offerings or private placements, in connection with the exercise of SARs, settlement of RSUs and other issuances relating to our employee benefit plans and as consideration for future acquisitions, investments or other purposes. The number of shares of our capital stock that we may issue may be significant, depending on the events surrounding such issuances. In some cases, the shares we issue may be freely tradable without restriction or further registration under the Securities Act; in other cases, we may grant registration rights covering the shares issued in connection with these issuances, in which case the holders of the shares will have the right, under certain circumstances, to cause us to register any resale of such shares to the public.

Rule 144

In general, persons who have beneficially owned restricted shares of our common stock for at least six months, and any affiliate of ours who owns either restricted or unrestricted shares of our common stock, are entitled to sell their securities without registration with the SEC under an exemption from registration provided by Rule 144.

153

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Non-Affiliates

Any person who is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale may sell an unlimited number of restricted securities under Rule 144 if:

• the restricted securities have been held for at least six months, including the holding period of any prior owner other than one of our affiliates;

• we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale; and

• we are current in our Exchange Act reporting at the time of sale.

Any person who is not deemed to have been an affiliate of ours at the time of, or at any time during the three months preceding, a sale and has held the restricted securities for at least one year, including the holding period of any prior owner other than one of our affiliates, will be entitled to sell an unlimited number of restricted securities without regard to the length of time we have been subject to Exchange Act periodic reporting or whether we are current in our Exchange Act reporting.

Affiliates

Persons seeking to sell restricted securities who are our affiliates at the time of, or any time during the three months preceding, a sale, would be subject to the restrictions described above. Sales of restricted or unrestricted shares of our common stock by affiliates are also subject to additional restrictions, by which such person would be required to comply with the manner of sale and notice provisions of Rule 144 and would be entitled to sell within any three-month period only that number of securities that does not exceed the greater of either of the following:

• 1% of the number of shares of our Class A common stock then outstanding, which will equal approximately              shares immediately following the completion of this offering based on the number of shares outstanding as of August 26, 2018; or

• the average weekly trading volume of our Class A common stock on              during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Rule 701

In general, under Rule 701, a person who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been one of our affiliates during the immediately preceding 90 days may sell these shares in reliance upon Rule 144, but without being required to comply with the holding period, notice, manner of sale, public information requirements or volume limitation provisions of Rule 144. Rule 701 also permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701, subject to the expiration of the lock-up agreements described below.

Form S-8 Registration Statements

We intend to file one or more registration statements on Form S-8 under the Securities Act with the SEC to register the offer and sale of shares of our Class A common stock and Class B common stock that are issuable under our EIP. These registration statements will become effective immediately on filing. Shares covered by these registration statements will then be eligible for sale in the public markets, subject to vesting restrictions, any applicable lock-up agreements described below, and Rule 144 limitations applicable to affiliates.

154

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Lock-Up Agreements

In connection with this offering, we and our officers, directors and holders of substantially all of our common stock and securities convertible into or exercisable for our common stock, including the selling stockholders, have agreed, or will agree, with the underwriters that, until 180 days after the date of this prospectus, we and they will not, without the prior written consent of Goldman Sachs & Co. LLC on behalf of the underwriters, offer, sell or transfer any of our shares of common stock or securities convertible into or exchangeable for our common stock.

The agreements do not contain any pre-established conditions to the waiver by Goldman Sachs & Co. LLC on behalf of the underwriters of any terms of the lock-up agreements. Any determination to release shares subject to the lock-up agreements would be based on a number of factors at the time of determination, including but not necessarily limited to the market price of the Class A common stock, the liquidity of the trading market for the Class A common stock, general market conditions, the number of shares proposed to be sold and the timing, purpose and terms of the proposed sale.

In addition to the restrictions contained in the lock-up agreements described above, we have entered into agreements with certain of our security holders, including our stockholders agreement and agreements governing our equity awards, that contain market stand-off provisions imposing restrictions on the ability of such security holders to offer, sell or transfer our equity securities for a period of 180 days following the date of this prospectus.

Registration Rights

Following the completion of this offering, based on the number of shares outstanding as of August 26, 2018, holders of approximately                 shares of our Class B common stock will have contractual rights, subject to certain conditions, to require us to file registration statements for the public resale of the shares of Class A common stock issuable upon conversion of their Class B common stock, or to include such shares in registration statements that we may file. Registration of the offer and sale of such shares would result in their becoming freely tradable without restrictions under the Securities Act. See “Description of Capital Stock—Class A Common Stock and Class B Common Stock—Registration Rights.”

155

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a summary of the material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the ownership and disposition of our Class A common stock issued pursuant to this offering. This discussion is not a complete analysis of all potential U.S. federal income tax consequences relating thereto, does not address the potential application of the Medicare contribution tax on net investment income, and does not address any estate or gift tax consequences or any tax consequences arising under any state, local or foreign tax laws, or any other U.S. federal tax laws. This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service, or the IRS, all as in effect on the date of this prospectus. These authorities are subject to differing interpretations and may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those discussed below. We have not requested a ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This discussion is limited to non-U.S. holders who purchase our Class A common stock pursuant to this offering and who hold our Class A common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all of the U.S. federal income tax consequences that may be relevant to an individual holder in light of such holder’s particular circumstances. This discussion also does not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the U.S. federal income tax laws, including:

• certain former citizens or long-term residents of the United States;

• partnerships or other pass-through entities (and investors therein);

• “controlled foreign corporations”;

• “passive foreign investment companies”;

• corporations that accumulate earnings to avoid U.S. federal income tax;

• banks, financial institutions, investment funds, insurance companies, brokers, dealers or traders in securities;

• tax-exempt organizations and governmental organizations;

• tax-qualified retirement plans;

• persons subject to the alternative minimum tax;

• persons subject to special tax accounting rules under Section 451(b) of the Code;

• persons that own or have owned, actually or constructively, more than 5% of our Class A common stock;

• persons who have elected to mark securities to market; and

• persons holding our Class A common stock as part of a hedging or conversion transaction or straddle, or a constructive sale, or other risk reduction strategy or integrated investment.

If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds our Class A common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding our Class A common stock and the partners in such partnerships are urged to consult their tax advisors about the particular U.S. federal income tax consequences to them of holding and disposing of our Class A common stock.

156

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF OUR CLASS A COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS AND ANY OTHER U.S. FEDERAL TAX LAWS. IN ADDITION, SIGNIFICANT CHANGES IN U.S. FEDERAL TAX LAWS WERE RECENTLY ENACTED. PROSPECTIVE INVESTORS SHOULD ALSO CONSULT WITH THEIR TAX ADVISORS WITH RESPECT TO SUCH CHANGES IN U.S. TAX LAW AS WELL AS POTENTIAL CONFORMING CHANGES IN STATE TAX LAWS.

Definition of Non-U.S. Holder

For purposes of this discussion, a non-U.S. holder is any beneficial owner of our Class A common stock that is not a “U.S. person” or a partnership (including any entity or arrangement treated as a partnership) for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

• an individual who is a citizen or resident of the United States;

• a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust (1) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Distributions on Our Class A Common Stock

If we distribute cash or other property on our Class A common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and will first be applied against and reduce a holder’s tax basis in our Class A common stock, but not below zero. Any excess will be treated as gain realized on the sale or other disposition of our Class A common stock and will be treated as described under “—Gain On Disposition of Our Class A Common Stock” below.

Subject to the discussion below regarding effectively connected income, backup withholding and FATCA (as defined below), dividends paid to a non-U.S. holder of our Class A common stock generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends or such lower rate specified by an applicable income tax treaty. To receive the benefit of a reduced treaty rate, a non-U.S. holder must furnish us or our withholding agent with a valid IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form) certifying such holder’s qualification for the reduced rate. This certification must be provided to us or our withholding agent before the payment of dividends and must be updated periodically. If the non-U.S. holder holds our Class A common stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our withholding agent, either directly or through other intermediaries.

157

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

If a non-U.S. holder holds our Class A common stock in connection with the conduct of a trade or business in the United States, and dividends paid on our Class A common stock are effectively connected with such holder’s U.S. trade or business (and are attributable to such holder’s permanent establishment or fixed base in the United States if required by an applicable tax treaty), the non-U.S. holder will be exempt from U.S. federal withholding tax. To claim the exemption, the non-U.S. holder must generally furnish a valid IRS Form W-8ECI (or applicable successor form) to the applicable withholding agent.

However, any such effectively connected dividends paid on our Class A common stock generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if such holder were a resident of the United States. A non-U.S. holder that is a foreign corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

Non-U.S. holders that do not provide the required certification on a timely basis, but that qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

Gain on Disposition of Our Class A Common Stock

Subject to the discussion below regarding backup withholding and FATCA, a non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized on the sale or other disposition of our Class A common stock, unless:

• the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States;

• the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition, and certain other requirements are met; or

• our Class A common stock constitutes a “United States real property interest” by reason of our status as a United States real property holding corporation, or a USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the disposition or the non-U.S. holder’s holding period for our Class A common stock, and our Class A common stock is not regularly traded on an established securities market during the calendar year in which the sale or other disposition occurs.

Determining whether we are a USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our other trade or business assets and our foreign real property interests. We believe we are not currently and we do not anticipate becoming a USRPHC for U.S. federal income tax purposes, although there can be no assurance we will not in the future become a USRPHC.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if such holder were a resident of the United States. A non-U.S. holder that is a foreign corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Gain described in the second bullet point above will be subject to U.S. federal income tax at a flat 30% rate (or such lower rate specified by an applicable income tax treaty), but may be offset

158

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

by certain U.S.-source capital losses (even though the individual is not considered a resident of the United States), provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules. Gain described in the third bullet point above will generally be subject to U.S. federal income tax in the same manner as gain that is effectively connected with the conduct of a U.S. trade or business (subject to any provisions under an applicable income tax treaty), except that the branch profits tax generally will not apply.

Information Reporting and Backup Withholding

Annual reports are required to be filed with the IRS and provided to each non-U.S. holder indicating the amount of dividends on our Class A common stock paid to such holder and the amount of any tax withheld with respect to those dividends. These information reporting requirements apply even if no withholding was required because the dividends were effectively connected with the holder’s conduct of a U.S. trade or business, or withholding was reduced or eliminated by an applicable income tax treaty. This information also may be made available under a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established. Backup withholding, currently at a 24% rate, generally will not apply to payments to a non-U.S. holder of dividends on or the gross proceeds of a disposition of our Class A common stock provided the non-U.S. holder furnishes the required certification for its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, or certain other requirements are met. Backup withholding may apply if the payor has actual knowledge, or reason to know, that the holder is a U.S. person who is not an exempt recipient.

Backup withholding is not an additional tax. If any amount is withheld under the backup withholding rules, the non-U.S. holder should consult with a U.S. tax advisor regarding the possibility of and procedure for obtaining a refund or a credit against the non-U.S. holder’s U.S. federal income tax liability, if any.

Withholding on Foreign Entities

Sections 1471 through 1474 of the Code, which are commonly referred to as FATCA, impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. FATCA currently applies to dividends paid on our Class A common stock. FATCA will also apply to gross proceeds from sales or other dispositions of our Class A common stock after December 31, 2018.

Prospective investors are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on their investment in our Class A common stock.

159

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

UNDERWRITING

We, the selling stockholders and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter will severally agree to purchase the number of shares indicated in the following table. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are the representatives of the underwriters.

Underwriters	Number of Shares
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. LLC
Evercore Group L.L.C.
Total

The underwriters will be committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters will have an option to buy up to an additional              shares from us to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by us and the selling stockholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase              additional shares.

Paid by Us	No Exercise	Full Exercise
Per Share	$	$
Total	$	$
Paid by the Selling Stockholders	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover page of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $              per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We and our officers, directors, and holders of substantially all of our common stock, including the selling stockholders, have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of such agreement continuing through the date 180 days after the date

160

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC. This agreement does not apply to any existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

Prior to this offering, there has been no public market for the shares. The initial public offering price will be negotiated among the representatives and us. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

An application has been made to list our Class A common stock on              under the symbol “              .”

In connection with this offering, the underwriters may purchase and sell shares of Class A common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our Class A common stock in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of our Class A common stock made by the underwriters in the open market prior to the completion of this offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our Class A common stock. As a result, the price of our Class A common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on             , in the over-the-counter market or otherwise.

We estimate that our share of the total expenses of this offering, excluding underwriting discounts and commissions, will be approximately $              . We will agree to reimburse the underwriters for expenses related to any applicable state securities filings and to the Financial Industry Regulatory Authority, Inc. incurred by them in connection with this offering in an amount up to $             .

161

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

We and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses. Evercore Group L.L.C. provides us with certain valuation services and has received a customary fee for such services.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of our Class A common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of our Class A common stock may be made at any time under the following exemptions under the Prospectus Directive:

• to any legal entity which is a qualified investor as defined in the Prospectus Directive;

• to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives for any such offer; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer or shares of Class A common stock shall result in a requirement for the publication by us or any representative of a prospectus pursuant to Article 3 of the Prospectus Directive.

Each person located in a Relevant Member State to whom any offer of shares of Class A common stock is made or who receives any communication in respect of an offer of shares of Class A common stock, or who initially acquires any shares of Class A common stock, will be deemed to have represented, warranted, acknowledged and agreed to and with each representative and us that: (1) it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and (2) in the case of any shares of Class A common stock acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus

162

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Directive, the shares of Class A common stock acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the representatives has been given to the offer or resale; or where shares of Class A common stock have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those shares to it is not treated under the Prospectus Directive as having been made to such persons.

We, the representatives and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgments and agreements.

This prospectus has been prepared on the basis that any offer of shares of Class A common stock in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for us or any of the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither we nor the representatives have authorized, nor do they authorize, the making of any offer of shares of Class A common stock in circumstances in which an obligation arises for us or the representatives to publish a prospectus for such offer.

For the purposes of this provision, the expression an “offer to public” in relation to our Class A common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our Class A common stock to be offered so as to enable an investor to decide to purchase our Class A common stock, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended or superseded) and includes any relevant implementing measure in the Relevant Member State.

This European Economic Area selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

In the United Kingdom, this prospectus is only addressed to and directed as qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). Any investment or investment activity to which this prospectus relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or relay on this prospectus or any of its contents.

Canada

Our Class A common stock may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing

163

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Registrant Obligations. Any resale of our Class A common stock must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

Our Class A common stock may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to our Class A common stock may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of Class A common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our Class A common stock may not be circulated or distributed, nor may our Class A common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the shares of Class A common stock are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities

164

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

(as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired our Class A common stock under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore, or Regulation 32.

Where the shares of Class A common stock are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired our Class A common stock under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

Our Class A common stock has not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. Our Class A common stock may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Switzerland

This prospectus is being communicated in Switzerland to a small number of selected investors only. Each copy of this prospectus is addressed to a specifically named recipient and may not be copied, reproduced, distributed or passed on to third parties. The shares of Class A common stock are not being offered to the public in Switzerland, and neither this prospectus, nor any other offering materials relating to our Class A common stock may be distributed in connection with any such public offering.

We have not been registered with the Swiss Financial Market Supervisory Authority FINMA as a foreign collective investment scheme pursuant to Article 120 of the Collective Investment Schemes Act of June 23, 2006, or CISA. Accordingly, the shares of Class A common stock may not be offered to the public in or from Switzerland, and neither this prospectus, nor any other offering materials relating to our Class A common stock may be made available through a public offering in or from Switzerland. The shares of Class A common stock may only be offered, and this prospectus may only be distributed in or from Switzerland, by way of private placement exclusively to qualified investors (as this term is defined in the CISA and its implementing ordinance).

165

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares of Class A common stock to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares of Class A common stock should conduct their own due diligence on such shares. If you do not understand the contents of this prospectus, you should consult an authorized financial advisor.

166

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEGAL MATTERS

The validity of the shares of Class A common stock being offered by this prospectus will be passed upon by Cooley LLP, San Francisco, California. Sullivan  & Cromwell LLP, Palo Alto, California, is representing the underwriters in connection with this offering.

EXPERTS

The consolidated financial statements as of November 26, 2017 and November 27, 2016 and for each of the two fiscal years in the period ended November 26, 2017 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Class A common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our Class A common stock, we refer you to the registration statement, including the exhibits filed as a part thereof. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. You may obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

Upon the completion of this offering, we will be subject to the information reporting requirements of the Exchange Act, and we will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information will be available for inspection and copying at the public reference room and website of the SEC referred to above.

We also maintain a website at www.levistrauss.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Information contained on, or that can be accessed through, our website is not incorporated by reference in this prospectus, and you should not consider information on our website to be part of this prospectus.

167

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page No.
Unaudited Consolidated Financial Statements for the Nine Months Ended August 26, 2018
Consolidated Balance Sheets		F-2
Consolidated Statements of Income		F-3
Consolidated Statements of Comprehensive Income		F-4
Consolidated Statements of Cash Flows		F-5
Notes to Consolidated Financial Statements		F-6
Consolidated Financial Statements for Fiscal Year Ended November 26, 2017
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm		F-19
Consolidated Balance Sheets		F-20
Consolidated Statements of Income		F-21
Consolidated Statements of Stockholders’ Equity		F-23
Consolidated Statements of Cash Flow		F-24
Notes to Consolidated Financial Statements		F-25

F-1

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	(Unaudited) August 26, 2018			November 26, 2017
	(Dollars in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	612,506		$	633,622
Trade receivables, net of allowance for doubtful accounts of $9,113 and $11,726		487,240			485,485
Inventories:
Raw materials		3,527			3,858
Work-in-process		2,883			3,008
Finished goods		931,843			752,530
Total inventories		938,253			759,396
Other current assets		157,982			118,724
Total current assets		2,195,981			1,997,227
Property, plant and equipment, net of accumulated depreciation of $967,765 and $951,249		420,008			424,463
Goodwill		236,492			237,327
Other intangible assets, net		42,850			42,893
Deferred tax assets, net		400,778			537,923
Other non-current assets		121,568			118,005
Total assets	$	3,417,677		$	3,357,838
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	35,790		$	38,451
Accounts payable		361,702			289,505
Accrued salaries, wages and employee benefits		249,889			227,251
Restructuring liabilities		463			786
Accrued interest payable		17,206			6,327
Accrued income taxes		36,473			16,020
Other accrued liabilities		340,498			300,730
Total current liabilities		1,042,021			879,070
Long-term debt		1,026,055			1,038,860
Long-term capital leases		15,762			16,524
Postretirement medical benefits		81,172			89,248
Pension liability		191,134			314,525
Long-term employee related benefits		97,038			90,998
Long-term income tax liabilities		8,048			20,457
Other long-term liabilities		77,183			78,733
Total liabilities		2,538,413			2,528,415
Commitments and contingencies
Temporary equity		225,090			127,035
Stockholders’ Equity:
Levi Strauss & Co. stockholders’ equity
Common stock—$.01 par value; 270,000,000 shares authorized; 37,615,303 shares and 37,521,447 shares issued and outstanding		376			375
Accumulated other comprehensive loss		(413,721	)		(404,381	)
Retained earnings		1,060,158			1,100,916
Total Levi Strauss & Co. stockholders’ equity		646,813			696,910
Noncontrolling interest		7,361			5,478
Total stockholders’ equity		654,174			702,388
Total liabilities, temporary equity and stockholders’ equity	$	3,417,677		$	3,357,838

The accompanying notes are an integral part of these consolidated financial statements.

F-2

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

	Nine Months Ended
	August 26, 2018			August 27, 2017
	(Dollars in thousands, except per share amounts) (Unaudited)
Net revenues	$	3,983,580		$	3,438,237
Cost of goods sold		1,833,017			1,658,663
Gross profit		2,150,563			1,779,574
Selling, general and administrative expenses		1,741,331			1,462,263
Operating income		409,232			317,311
Interest expense		(45,659	)		(52,305	)
Loss on early extinguishment of debt		—			(22,793	)
Other (expense) income, net		1,044			(32,413	)
Income before income taxes		364,617			209,800
Income tax expense		176,633			42,477
Net income		187,984			167,323
Net income attributable to noncontrolling interest		(1,940	)		(1,672	)
Net income attributable to Levi Strauss & Co.	$	186,044		$	165,651
Earnings per common share attributable to common stockholders:
Basic	$	4.93		$	4.40
Diluted	$	4.80		$	4.31
Weighted-average common shares outstanding:
Basic		37,717,102			37,623,890
Diluted		38,774,357			38,396,083

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Nine Months Ended
	August 26, 2018			August 27, 2017
	(Dollars in thousands) (Unaudited)
Net income	$	187,984		$	167,323
Other comprehensive income (loss), before related income taxes:
Pension and postretirement benefits		9,864			11,153
Net investment hedge gains (losses)		14,772			(57,570	)
Foreign currency translation (losses) gains		(30,055	)		46,638
Unrealized gains on marketable securities		456			2,151
Total other comprehensive (loss) income, before related income taxes		(4,963	)		2,372
Income taxes (expense) benefit related to items of other comprehensive income		(4,433	)		15,460
Comprehensive income, net of income taxes		178,588			185,155
Comprehensive income attributable to noncontrolling interest		(1,883	)		(1,573	)
Comprehensive income attributable to Levi Strauss & Co.	$	176,705		$	183,582

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended
	August 26, 2018			August 27, 2017
	(Dollars in thousands) (Unaudited)
Cash Flows from Operating Activities:
Net income	$	187,984		$	167,323
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		92,130			85,618
Unrealized foreign exchange (gains) losses		(13,827	)		36,717
Realized loss (gain) on settlement of forward foreign exchange contracts not designated for hedge accounting		20,446			(184	)
Employee benefit plans’ amortization from accumulated other comprehensive loss and settlement loss		9,865			11,153
Loss on early extinguishment of debt		—			22,793
Stock-based compensation		15,025			21,910
Other, net		3,678			4,146
Provision for (benefit from) deferred income taxes		127,626			(7,447	)
Change in operating assets and liabilities:
Trade receivables		(11,692	)		45,642
Inventories		(202,822	)		(77,758	)
Other current assets		(36,122	)		(4,947	)
Other non-current assets		(6,045	)		(3,747	)
Accounts payable and other accrued liabilities		111,164			23,022
Restructuring liabilities		(306	)		(3,559	)
Income tax liabilities		11,479			16,042
Accrued salaries, wages and employee benefits and long-term employee related benefits		(101,758	)		(42,599	)
Other long-term liabilities		(2,066	)		326
Net cash provided by operating activities		204,759			294,451
Cash Flows from Investing Activities:
Purchases of property, plant and equipment		(99,260	)		(75,793	)
(Payments) proceeds on settlement of forward foreign exchange contracts not designated for hedge accounting		(20,446	)		184
Net cash used for investing activities		(119,706	)		(75,609	)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		—			502,835
Repayments of long-term debt		—			(525,000	)
Proceeds from short-term credit facilities		27,737			23,898
Repayments of short-term credit facilities		(24,196	)		(20,382	)
Other short-term borrowings, net		49			(10,255	)
Payment of debt extinguishment costs		—			(21,902	)
Payment of debt issuance costs		—			(10,110	)
Repurchase of common stock, including shares surrendered for tax withholdings on equity award exercises		(53,773	)		(13,292	)
Dividend to stockholders		(45,000	)		(35,000	)
Other financing, net		(580	)		(3,196	)
Net cash used for financing activities		(95,763	)		(112,404	)
Effect of exchange rate changes on cash and cash equivalents		(10,406	)		9,288
Net (decrease) increase in cash and cash equivalents		(21,116	)		115,726
Beginning cash and cash equivalents		633,622			375,563
Ending cash and cash equivalents	$	612,506		$	491,289
Noncash Investing Activity:
Property, plant and equipment acquired and not yet paid at end of period	$	13,093		$	10,951
Property, plant and equipment additions due to build-to-suit lease transactions		2,750			4,459
Supplemental disclosure of cash flow information:
Cash paid for interest during the period	$	27,511		$	29,570
Cash paid for income taxes during the period, net of refunds		67,221			32,944

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED AUGUST 26, 2018

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Levi Strauss & Co. (the “Company”) is one of the world’s largest brand-name apparel companies. The Company designs, markets and sells—directly or through third parties and licensees—products that include jeans, casual and dress pants, tops, shorts, skirts, jackets, footwear and related accessories for men, women and children around the world under the Levi’s^®, Dockers^®, Signature by Levi Strauss & Co.™ and Denizen^® brands. The Company operates its business through three geographic regions: Americas, Europe and Asia.

Basis of Presentation and Principles of Consolidation

The unaudited consolidated financial statements of the Company and its wholly-owned and majority-owned foreign and domestic subsidiaries are prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information. In the opinion of management, all adjustments necessary for a fair statement of the financial position and the results of operations for the periods presented have been included. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended November 26, 2017, included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 7, 2018.

The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions have been eliminated. Management believes the disclosures are adequate to make the information presented herein not misleading. The results of operations for the nine months ended August 26, 2018 may not be indicative of the results to be expected for any other interim period or the year ending November 25, 2018.

The Company’s fiscal year ends on the last Sunday of November in each year, although the fiscal years of certain foreign subsidiaries end on November 30. Each quarter of both fiscal years 2018 and 2017 consists of 13 weeks. All references to years relate to fiscal years rather than calendar years.

Certain insignificant amounts on the Consolidated Balance Sheets and Consolidated Statements of Cash Flows have been conformed to the August 26, 2018 presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the related notes to the consolidated financial statements. Estimates are based upon historical factors, current circumstances and the experience and judgment of the Company’s management. Management evaluates its estimates and assumptions on an ongoing basis and may employ outside experts to assist in its evaluations. Changes in such estimates, based on more accurate future information, or different assumptions or conditions, may affect amounts reported in future periods.

Recently Issued Accounting Standards

There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s consolidated financial statements

F-6

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE NINE MONTHS ENDED AUGUST 26, 2018

and footnote disclosures, from those disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on February 7, 2018, except for the following, which have been grouped by their effective dates for the Company:

First Quarter of 2019

• In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2017-07, Compensation-Retirement Benefits (Topic 715) Improving the Presentation of Net Periodic Cost and Net Periodic Postretirement Benefit Cost. ASU 2017-07 changes the income statement presentation of net periodic benefit costs requiring separation between operating expense (service cost component) and non-operating expense (all other components, including interest cost, expected return on plan assets, amortization of prior service costs or credits, curtailments and settlements, actuarial gains and losses, etc.). Accordingly, the Company determined this will impact the Company’s Consolidated Statements of Income, as the service cost components of net periodic benefit costs will be reported within operating income and the other components of net periodic benefit costs will be reported in the Other Income (Expense), Net line item. The presentation change in the Consolidated Statements of Income requires application on a retrospective basis. A practical expedient is permitted under the guidance which allows the Company to use information previously disclosed in the pension and other postretirement benefit plans footnote as the basis to apply the retrospective presentation requirements. The Company continues to assess the impact that adopting this new accounting standard will have on its consolidated financial statements.

• In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. Under the new standard and its related amendments (collectively known as Accounting Standards Codification 606 (“ASC 606”)), an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Enhanced disclosures will be required regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

The Company has established an implementation team to assist with its assessment of the impact that the new standard will have on its processes and controls, consolidated financial statements and related disclosures. This includes a review of current accounting policies and practices to identify potential differences that would result from applying ASC 606.

The Company has identified its major revenue streams as sales of products to wholesale customers, including franchised stores, direct sales to consumers at company-operated stores, including e-commerce, and company-operated shop-in-shops and performed an analysis of its contracts with customers to evaluate the impact ASC 606 will have on the timing and classification of revenue. The majority of the Company’s revenue relates to product sales of which revenue is recognized when products are shipped or delivered to the customer or provided directly to consumers through retail locations. In addition, impacts associated with variable consideration received for items such as loyalty rewards, gift cards, discounts and retailer promotions are not expected to be material as the Company is currently accounting for this consideration consistent with the new standard.

F-7

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE NINE MONTHS ENDED AUGUST 26, 2018

The Company has identified certain changes in balance sheet classification under ASC 606. Allowances for estimated returns, discounts and retailer promotions and other similar incentives will be presented as other accrued liabilities rather than netted within accounts receivable, and the estimated cost of inventory associated with allowances for estimated returns will be included as other current assets rather than inventories. The Company will be adopting this standard as of November 26, 2018 using the modified retrospective approach, and is still evaluating the practical expedient elections.

First Quarter of 2020

• In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which requires the identification of arrangements that should be accounted for as leases by lessees. In general, for operating or financing lease arrangements exceeding a twelve month term, a right-of-use asset and a lease obligation will be recognized on the balance sheet of the lessee while the income statement will reflect lease expense for operating leases and amortization and interest expense for financing leases. The Company is in the process of gathering information to evaluate real estate, personal property, and other arrangements that may meet the definition of a lease. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics, including permitted transition methods. Given the significant number of leases, the Company anticipates the new guidance will have a material impact on the consolidated balance sheets.

• In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 refines and expands hedge accounting for both financial and commodity risks. This ASU creates more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. In addition, this ASU makes certain targeted improvements to simplify the application of hedge accounting guidance. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

• In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220). ASU 2018-02 addresses the effect of the change in the U.S. federal corporate tax rate due to the enactment of the December 22, 2017 Tax Cuts and Jobs Act (the “Tax Act”) on items within accumulated other comprehensive income (loss). The guidance will be effective for the Company in the first quarter of fiscal 2020 with early adoption permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

First Quarter of 2021

• In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The guidance provides criteria for determining which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The capitalized implementation costs are required to be expensed over the term of the hosting arrangement. The guidance

F-8

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE NINE MONTHS ENDED AUGUST 26, 2018

also clarifies the presentation requirements for reporting such costs in the entity’s financial statements. Early adoption is permitted. The Company is currently evaluating the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures.

First Quarter of 2022

• In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20). ASU 2018-14 modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Early adoption is permitted. The Company is currently evaluating the impact that adopting this new accounting standard will have on its related disclosures.

NOTE 2: FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the Company’s financial instruments that are carried at fair value:

	August 26, 2018						November 26, 2017
			Fair Value Estimated Using						Fair Value Estimated Using
	Fair Value		Level 1 Inputs(1)		Level 2 Inputs(2)		Fair Value		Level 1 Inputs(1)		Level 2 Inputs(2)
	(Dollars in thousands)
Financial assets carried at fair value
Rabbi trust assets	$	32,330	$	32,330	$	—	$	31,139	$	31,139	$	—
Forward foreign exchange contracts(3)		16,450		—		16,450		6,296		—		6,296
Total	$	48,780	$	32,330	$	16,450	$	37,435	$	31,139	$	6,296
Financial liabilities carried at fair value
Forward foreign exchange contracts(3)	$	10,619	$	—	$	10,619	$	23,799	$	—	$	23,799

(1) Fair values estimated using Level 1 inputs are inputs which consist of quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Rabbi trust assets consist of a diversified portfolio of equity, fixed income and other securities.

(2) Fair values estimated using Level 2 inputs are inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly, and include among other things, quoted prices for similar assets or liabilities in markets that are active or inactive as well as inputs other than quoted prices that are observable. For forward foreign exchange contracts, inputs include foreign currency exchange and interest rates and, where applicable, credit default swap prices.

(3) The Company’s over-the-counter forward foreign exchange contracts are subject to International Swaps and Derivatives Association, Inc. master agreements. These agreements permit the net settlement of these contracts on a per-institution basis. Effective as of the first quarter of 2018, the Company recorded and presented the fair values of derivative over-the-counter forward

F-9

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE NINE MONTHS ENDED AUGUST 26, 2018

foreign exchange contracts on a gross basis in its consolidated balance sheets, including those subject to master netting arrangements. The comparative period was revised to reflect the change from a net basis to a gross basis.

The following table presents the carrying value, including related accrued interest, and estimated fair value of the Company’s financial instruments that are carried at adjusted historical cost:

	August 26, 2018				November 26, 2017
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
	(Dollars in thousands)
Financial liabilities carried at adjusted historical cost
5.00% senior notes due 2025(1)	$	493,102	$	496,133	$	485,419	$	507,185
3.375% senior notes due 2027(1)		549,584		571,222		559,037		590,266
Short-term borrowings		36,148		36,148		38,727		38,727
Total	$	1,078,834	$	1,103,503	$	1,083,183	$	1,136,178

(1) Fair values are estimated using Level 1 inputs and incorporate mid-market price quotes. Level 1 inputs are inputs which consist of quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

NOTE 3: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

As of August 26, 2018, the Company had forward foreign exchange contracts to buy $566.7 million and to sell $104.2 million against various foreign currencies. These contracts are at various exchange rates and expire at various dates through February 2020.

Effective as of the first quarter of 2018, the Company recorded and presented the fair value of its derivative assets and liabilities on a gross basis in the consolidated balance sheets based on contractual maturity dates, including those subject to master netting arrangements. The comparative period was revised to reflect the change from a net basis to a gross basis.

F-10

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE NINE MONTHS ENDED AUGUST 26, 2018

The table below provides data about the carrying values of derivative instruments and non-derivative instruments:

	August 26, 2018								November 26, 2017
	Assets		(Liabilities)			Derivative Net Carrying Value			Assets		(Liabilities)			Derivative Net Carrying Value
	Carrying Value		Carrying Value						Carrying Value		Carrying Value
	(Dollars in thousands)
Derivatives not designated as hedging instruments
Forward foreign exchange contracts(1)	$	16,450	$	—		$	16,450		$	6,296	$	—		$	6,296
Forward foreign exchange contracts(2)		—		(10,619	)		(10,619	)		—		(23,799	)		(23,799	)
Total	$	16,450	$	(10,619	)				$	6,296	$	(23,799	)
Non-derivatives designated as hedging instruments
Euro senior notes	$	—	$	(548,008	)				$	—	$	(562,780	)

(1) Included in “Other current assets” or “Other non-current assets” on the Company’s consolidated balance sheets.

(2) Included in “Other accrued liabilities” or “Other long-term liabilities” on the Company’s consolidated balance sheets.

F-11

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE NINE MONTHS ENDED AUGUST 26, 2018

The Company’s over-the-counter forward foreign exchange contracts are subject to International Swaps and Derivatives Association, Inc. master agreements. These agreements permit the net settlement of these contracts on a per-institution basis; however, the Company records the fair value on a gross basis on its consolidated balance sheets based on maturity dates, including those subject to master netting arrangements. The table below presents the gross and net amounts of these contracts recognized on the Company’s consolidated balance sheets by type of financial instrument:

	August 26, 2018									November 26, 2017
	Gross Amounts of Assets/ (Liabilities) Presented in the Balance Sheet			Gross Amounts Not Offset in the Balance Sheet			Net Amounts of Assets/ (Liabilities)			Gross Amounts of Assets/ (Liabilities) Presented in the Balance Sheet			Gross Amounts Not Offset in the Balance Sheet			Net Amounts of Assets/ (Liabilities)
	(Dollars in thousands)
Over-the-counter forward foreign exchange contracts
Financial assets	$	15,112		$	(3,745	)	$	11,367		$	3,218		$	(3,146	)	$	72
Financial liabilities		(4,177	)		3,745			(432	)		(20,876	)		3,146			(17,730	)
Total							$	10,935								$	(17,658	)
Embedded derivative contracts
Financial assets	$	1,338		$	—		$	1,338		$	3,078		$	—		$	3,078
Financial liabilities		(6,442	)		—			(6,442	)		(2,923	)		—			(2,923	)
Total							$	(5,104	)							$	155

The table below provides data about the amount of gains and losses related to derivative instruments and non-derivative instruments designated as net investment hedges included in “Accumulated other comprehensive loss” (“AOCI”) on the Company’s consolidated balance sheets:

	Gain or (Loss) Recognized in AOCI (Effective Portion)
	As of August 26, 2018			As of November 26, 2017
	(Dollars in thousands)
Forward foreign exchange contracts	$	4,637		$	4,637
Yen-denominated Eurobonds		(19,811	)		(19,811	)
Euro-denominated senior notes		(60,924	)		(75,697	)
Cumulative income taxes		31,339			35,253
Total	$	(44,759	)	$	(55,618	)

F-12

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE NINE MONTHS ENDED AUGUST 26, 2018

The table below provides data about the amount of gains and losses related to derivatives not designated as hedging instruments included in “Other income (expense), net” in the Company’s consolidated statements of income:

	Nine Months Ended
	August 26, 2018			August 27, 2017
	(Dollars in thousands)
Forward foreign exchange contracts:
Realized (loss) gain	$	(20,446	)	$	184
Unrealized gain (loss)		22,607			(44,705	)
Total	$	2,161		$	(44,521	)

NOTE 4: DEBT

The following table presents the Company’s debt:

	August 26, 2018		November 26, 2017
	(Dollars in thousands)
Long-term debt
5.00% senior notes due 2025	$	485,115	$	483,683
3.375% senior notes due 2027		540,940		555,177
Total long-term debt	$	1,026,055	$	1,038,860
Short-term debt
Short-term borrowings	$	35,790	$	38,451
Total debt	$	1,061,845	$	1,077,311

Senior Revolving Credit Facility

The Company’s unused availability under its senior secured revolving credit facility was $669.1 million at August 26, 2018, as the Company’s total availability of $713.6 million was reduced by $44.5 million of letters of credit and other credit usage allocated under the credit facility.

Interest Rates on Borrowings

The Company’s weighted-average interest rate on average borrowings outstanding during the nine months ended August 26, 2018 was 5.00%, as compared to 5.80% in the same period of 2017.

F-13

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE NINE MONTHS ENDED AUGUST 26, 2018

NOTE 5: EMPLOYEE BENEFIT PLANS

The following table summarizes the total net periodic benefit cost for the Company’s defined pension plans and postretirement benefit plans:

	Nine Months Ended
	August 26, 2018		August 27, 2017
	(Dollars in thousands)
Net periodic benefit cost:
Pension Benefits	$	2,434	$	8,952
Postretirement Benefits		2,777		3,443
Net periodic benefit cost	$	5,211	$	12,395

The Company increased the estimated contributions to its pension plans in 2018 from $94.7 million to $124.0 million.

NOTE 6: COMMITMENTS AND CONTINGENCIES

Forward Foreign Exchange Contracts

The Company uses over-the-counter derivative instruments to manage its exposure to foreign currencies. The Company is exposed to credit loss in the event of nonperformance by the counterparties to the forward foreign exchange contracts. However, the Company believes that its exposures are appropriately diversified across counterparties and that these counterparties are creditworthy financial institutions. See Note 3 for additional information.

Other Contingencies

Litigation.    In the ordinary course of business, the Company has various pending cases involving contractual matters, facility and employee-related matters, distribution matters, product liability claims, trademark infringement and other matters. The Company does not believe any of these pending legal proceedings will have a material impact on its financial condition, results of operations or cash flows.

Customs Duty Audits.    The Company imports both raw materials and finished garments into all of its operating regions and as such, is subject to numerous countries complex customs laws and regulations with respect to its import and export activity. The Company is currently undergoing audit assessments and the related legal appeal processes with various customs authorities. While the Company is vigorously defending its position and does not believe any of the claims for customs duty and related charges have merit, the ultimate resolution of these assessments and legal proceedings are subject to risk and uncertainty.

NOTE 7: DIVIDEND

In the first quarter of 2018, the Company’s Board of Directors declared a cash dividend of $90 million, payable in two $45 million installments. The Company paid the first installment in the first quarter of 2018. The second installment of $45 million is expected to be paid in the fourth quarter of 2018 based on the holders of record on October 5, 2018, and was recorded in “Other accrued liabilities” in the Company’s consolidated balance sheets.

F-14

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE NINE MONTHS ENDED AUGUST 26, 2018

The Company does not have an established dividend policy. The Company will continue to review its ability to pay cash dividends at least annually, and dividends may be declared at the discretion of the Company’s Board of Directors depending upon, among other factors, the Company’s financial condition and compliance with the terms of the Company’s debt agreements.

NOTE 8: ACCUMULATED OTHER COMPREHENSIVE LOSS

The following is a summary of the components of “Accumulated other comprehensive loss,” net of related income taxes:

	August 26, 2018			November 26, 2017
	(Dollars in thousands)
Pension and postretirement benefits	$	(225,013	)	$	(232,181	)
Net investment hedge losses		(44,759	)		(55,618	)
Foreign currency translation losses		(138,850	)		(111,092	)
Unrealized gains on marketable securities		4,383			4,048
Accumulated other comprehensive loss		(404,239	)		(394,843	)
Accumulated other comprehensive income attributable to noncontrolling interest		9,482			9,538
Accumulated other comprehensive loss attributable to Levi Strauss & Co.	$	(413,721	)	$	(404,381	)

No material amounts were reclassified out of “Accumulated other comprehensive loss” into net income other than insignificant amounts that pertain to the Company’s pension and postretirement benefit plans. These amounts are included in “Selling, general and administrative expenses” in the Company’s consolidated statements of income.

NOTE 9: OTHER INCOME (EXPENSE), NET

The following table summarizes significant components of “Other income (expense), net”:

	Nine Months Ended
	August 26, 2018			August 27, 2017
	(Dollars in thousands)
Foreign exchange management gains (losses)(1)	$	2,161		$	(44,521	)
Foreign currency transaction (losses) gains(2)		(10,528	)		7,216
Interest income		6,502			2,206
Investment income		734			629
Other, net		2,175			2,057
Total other income (expense), net	$	1,044		$	(32,413	)

(1) Gains and losses on forward foreign exchange contracts primarily resulted from currency fluctuations relative to negotiated contract rates. Losses in the nine-month period ended August 27, 2017 were primarily due to unfavorable currency fluctuations relative to negotiated contract rates on positions to sell the Mexican Peso, the Euro and the Canadian dollar.

F-15

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE NINE MONTHS ENDED AUGUST 26, 2018

(2) Foreign currency transaction gains and losses reflect the impact of foreign currency fluctuation on the Company’s foreign currency denominated balances. Losses in the nine-month period ended August 26, 2018 were primarily due to the weakening of the Euro and Brazilian Real against the US dollar. Gains in the nine-month period ended August 27, 2017 were primarily due to the strengthening of the Mexican Peso and Euro against the US dollar.

NOTE 10: INCOME TAXES

On December 22, 2017, the Tax Act was enacted in the United States. The Tax Act introduced many changes, including lowering the U.S. corporate tax rate from 35% to 21%, changes in incentives, provisions to prevent U.S. base erosion and significant changes in the taxation of international income, and provisions which allow for the repatriation of foreign earnings without U.S. tax. By operation of tax law, the Company will apply a blended U.S. statutory federal income tax rate of 22.4% for fiscal year 2018 based on the pro rata number of days in the fiscal year before and after the effective date of the Tax Act. The enactment of the Tax Act resulted in a provisional charge of $129.6 million to tax expense for the nine-month period ended August 26, 2018. This charge was comprised of a $91.5 million re-measurement of the Company’s deferred tax assets and liabilities based on the lower rates at which they are expected to reverse in the future as well as a $38.1 million one-time U.S. transition tax on undistributed foreign earnings. During the third quarter, the Company recorded a $7.1 million benefit mostly related to its provisional amount on re-measurement of deferred tax assets and liabilities due to the finalization of its U.S. tax return.

The provisions in the Tax Act are complex and broad. All components of the provisional charge of $129.6 million are based on the Company’s estimates as of August 26, 2018. Specifically, the transition tax and the re-measurement of deferred tax balances are provisional and have been calculated based on existing tax law and the best information available as of August 26, 2018. The final impact of U.S. tax reform may differ, possibly materially, due to factors such as changes in interpretations of the Tax Act, legislative action to address uncertainties that arise because of the Tax Act, changes to estimates the Company has utilized to calculate the provisional impacts, and additional guidance that may be issued by the U.S. government, among other items. As these various factors are finalized, any change will be recorded as an adjustment to the provision for income taxes in the period the amounts are determined during a measurement period granted by the SEC of up to one year after the enactment date of the Tax Act to finalize the accounting of the related income tax impacts.

In addition, the Company is still evaluating the Global Intangible Low Tax Income (“GILTI”) provisions of the Tax Act and their impact, if any, on the consolidated financial statements beginning fiscal year 2019, including whether the Company adopts an accounting policy to treat such taxes as a current-period expense when incurred or whether such amounts should be factored into the Company’s measurement of deferred taxes. As a result, the Company has not included an estimate of the tax expense related to this item as of August 26, 2018.

The effective income tax rate was 48.4% for the nine months ended August 26, 2018, compared to 20.2% for the same prior-year period. The increase in the effective tax rate in 2018 as compared to 2017 was driven by a 35.6% one-time tax charge related to the impact of the Tax Act described above, offset by a 3.6% discrete tax benefit from release of reserves for uncertain tax positions due to finalization of a foreign audit in the second quarter of 2018.

F-16

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE NINE MONTHS ENDED AUGUST 26, 2018

NOTE 11: EARNINGS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Basic earnings per share attributable to common stockholders is calculated by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share attributable to common stockholders adjusts the basic earnings per share attributable to common stockholders and the weighted-average number of common shares outstanding for the potentially dilutive impact of restricted stock units and stock appreciation rights using the treasury stock method. The following table sets forth the computation of the Company’s basic and diluted earnings per share as follows:

	Nine Months Ended
	August 26, 2018		August 27, 2017
	(Dollars in thousands, except per share amounts)
Numerator:
Net income attributable to Levi Strauss & Co.	$	186,044	$	165,651
Denominator:
Weighted-average common shares outstanding—basic		37,717,102		37,623,890
Dilutive effect of stock awards		1,057,256		772,194
Weighted-average common shares outstanding—diluted		38,774,357		38,396,083
Earnings per common share attributable to common stockholders:
Basic	$	4.93	$	4.40
Diluted	$	4.80	$	4.31
Anti-dilutive securities excluded from the calculation of diluted earnings per share attributable to common stockholders		17,374		599,038

NOTE 12: RELATED PARTIES

Charles V. Bergh, President and Chief Executive Officer, Peter E. Haas Jr., a director of the Company, Kelly McGinnis, Senior Vice President of Corporate Affairs and Chief Communications Officer, and Elizabeth O’Neill, Executive Vice President and President of Product, Innovation and Supply Chain were board members of the Levi Strauss Foundation, which is not a consolidated entity of the Company. Seth R. Jaffe, Executive Vice President and General Counsel, is Vice President of the Levi Strauss Foundation. During the nine-month period ended August 26, 2018, the Company donated $7.3 million to the Levi Strauss Foundation as compared to $6.9 million for the same prior-year period.

NOTE 13: BUSINESS SEGMENT INFORMATION

The Company manages its business according to three regional segments: the Americas, Europe and Asia. The Company considers its chief executive officer to be the Company’s chief operating decision maker. The Company’s chief operating decision maker manages business operations, evaluates performance and allocates resources based on the regional segments’ net revenues and operating income.

F-17

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE NINE MONTHS ENDED AUGUST 26, 2018

Business segment information for the Company is as follows:

	Nine Months Ended
	August 26, 2018			August 27, 2017
	(Dollars in thousands)
Net revenues:
Americas	$	2,119,820		$	1,918,657
Europe		1,225,295			938,719
Asia		638,465			580,861
Total net revenues	$	3,983,580		$	3,438,237
Operating income:
Americas	$	370,926		$	347,873
Europe		245,307			160,778
Asia		71,839			56,655
Regional operating income		688,072			565,306
Corporate expenses(1)		278,840			247,995
Total operating income		409,232			317,311
Interest expense		(45,659	)		(52,305	)
Loss on early extinguishment of debt		—			(22,793	)
Other (expense) income, net		1,044			(32,413	)
Income before income taxes	$	364,617		$	209,800

(1) Included in Corporate expenses for the nine month period ended August 27, 2017 is the recognition of approximately $8.3 million stock-based compensation expense related to prior periods, for the correction of the periods used for the recognition of expense associated with employees eligible to vest awards after retirement.

NOTE 14: SUBSEQUENT EVENTS

Events subsequent to Original Issuance of Financial Statements

In connection with the reissuance of the financial statements, we have evaluated subsequent events through October 19, 2018, which is the date the financial statements were available to be issued.

The Company’s Board of Directors declared a cash dividend of $90 million on January 30, 2018, payable in two $45 million installments. The Company paid the first and second installment on February 22, 2018 and October 18, 2018, respectively.

F-18

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Levi Strauss & Co.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Levi Strauss & Co. and its subsidiaries as of November 26, 2017 and November 27, 2016, and the results of their operations and their cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule of valuation and qualifying accounts as of and for each of the two years in the period ended November 26, 2017 appearing under Item 16(b) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

San Francisco, California

February 7, 2018, except for the effects of disclosing earnings per share information discussed in Note 19 to the consolidated financial statements, as to which the date is October 19, 2018

F-19

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	November 26, 2017			November 27, 2016
	(Dollars in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	633,622		$	375,563
Trade receivables, net of allowance for doubtful accounts of $11,726 and $11,974		485,485			479,018
Inventories:
Raw materials		3,858			2,454
Work-in-process		3,008			3,074
Finished goods		752,530			710,653
Total inventories		759,396			716,181
Other current assets		115,889			115,385
Total current assets		1,994,392			1,686,147
Property, plant and equipment, net of accumulated depreciation of $951,249 and $856,588		424,463			393,605
Goodwill		237,327			234,280
Other intangible assets, net		42,893			42,946
Deferred tax assets, net		537,923			523,101
Other non-current assets		117,694			107,017
Total assets	$	3,354,692		$	2,987,096
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	38,451		$	38,922
Accounts payable		289,505			270,293
Accrued salaries, wages and employee benefits		227,251			180,740
Restructuring liabilities		786			4,878
Accrued interest payable		6,327			5,098
Accrued income taxes		16,020			9,652
Other accrued liabilities		299,286			252,160
Total current liabilities		877,626			761,743
Long-term debt		1,038,860			1,006,256
Long-term capital leases		16,524			15,360
Postretirement medical benefits		89,248			100,966
Pension liability		314,525			354,461
Long-term employee related benefits		90,998			73,243
Long-term income tax liabilities		20,457			20,150
Other long-term liabilities		77,031			63,796
Total liabilities		2,525,269			2,395,975
Commitments and contingencies
Temporary equity		127,035			79,346
Stockholders’ Equity:
Levi Strauss & Co. stockholders’ equity
Common stock—$.01 par value; 270,000,000 shares authorized; 37,521,447 shares and 37,470,158 shares issued and outstanding		375			375
Additional paid-in capital		—			1,445
Retained earnings		1,100,916			935,049
Accumulated other comprehensive loss		(404,381	)		(427,314	)
Total Levi Strauss & Co. stockholders’ equity		696,910			509,555
Noncontrolling interest		5,478			2,220
Total stockholders’ equity		702,388			511,775
Total liabilities, temporary equity and stockholders’ equity	$	3,354,692		$	2,987,096

The accompanying notes are an integral part of these consolidated financial statements.

F-20

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

	Year Ended
	November 26, 2017			November 27, 2016
	(Dollars in thousands, except per share amounts)
Net revenues	$	4,904,030		$	4,552,739
Cost of goods sold		2,341,301			2,223,727
Gross profit		2,562,729			2,329,012
Selling, general and administrative expenses		2,095,560			1,866,493
Restructuring, net		—			312
Operating income		467,169			462,207
Interest expense		(68,603	)		(73,170	)
Loss on early extinguishment of debt		(22,793	)		—
Other income (expense), net		(26,992	)		18,223
Income before income taxes		348,781			407,260
Income tax expense		64,225			116,051
Net income		284,556			291,209
Net income attributable to noncontrolling interest		(3,153	)		(157	)
Net income attributable to Levi Strauss & Co.	$	281,403		$	291,052
Earnings per common share attributable to common stockholders:
Basic	$	7.48		$	7.76
Diluted	$	7.32		$	7.60
Weighted-average common shares outstanding:
Basic		37,617,735			37,514,156
Diluted		38,433,833			38,285,294

The accompanying notes are an integral part of these consolidated financial statements.

F-21

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year Ended
	November 26, 2017			November 27, 2016
	(Dollars in thousands)
Net income	$	284,556		$	291,209
Other comprehensive income (loss), before related income taxes:
Pension and postretirement benefits		30,125			(22,925	)
Net investment hedge (losses) gains		(59,945	)		(829	)
Foreign currency translation gains (losses)		40,256			(30,380	)
Unrealized gains (losses) on marketable securities		3,379			143
Total other comprehensive income (loss), before related income taxes		13,815			(53,991	)
Income tax benefit (expense) related to items of other comprehensive (loss) income		9,223			6,211
Comprehensive income, net of income taxes		307,594			243,429
Comprehensive income attributable to noncontrolling interest		(3,258	)		(625	)
Comprehensive income attributable to Levi Strauss & Co.	$	304,336		$	242,804

The accompanying notes are an integral part of these consolidated financial statements.

F-22

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Levi Strauss & Co. Stockholders
	Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interest		Total Stockholders’ Equity
	(Dollars in thousands)
Balance at November 29, 2015	$	375		$	3,291		$	705,668		$	(379,066	)	$	1,595	$	331,863
Net income		—			—			291,052			—			157		291,209
Other comprehensive (loss) income, net of tax		—			—			—			(48,248	)		468		(47,780	)
Stock-based compensation and dividends, net		—			9,649			(40	)		—			—		9,609
Reclassification to temporary equity		—			(10,563	)		—			—			—		(10,563	)
Repurchase of common stock		—			(932	)		(1,631	)		—			—		(2,563	)
Cash dividends paid		—			—			(60,000	)		—			—		(60,000	)
Balance at November 27, 2016		375			1,445			935,049			(427,314	)		2,220		511,775
Net income		—			—			281,403			—			3,153		284,556
Other comprehensive income, net of tax		—			—			—			22,933			105		23,038
Stock-based compensation and dividends, net		2			25,878			(70	)		—			—		25,810
Reclassification to temporary equity		—			(13,575	)		(34,114	)		—			—		(47,689	)
Repurchase of common stock		(2	)		(13,748	)		(11,352	)		—			—		(25,102	)
Cash dividends paid		—			—			(70,000	)		—			—		(70,000	)
Balance at November 26, 2017	$	375		$	—		$	1,100,916		$	(404,381	)	$	5,478	$	702,388

The accompanying notes are an integral part of these consolidated financial statements.

F-23

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended
	November 26, 2017			November 27, 2016
	(Dollars in thousands)
Cash Flows from Operating Activities:
Net income	$	284,556		$	291,209
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		117,387			103,878
Unrealized foreign exchange (gains) losses		24,731			(5,853	)
Realized (gain) loss on settlement of forward foreign exchange contracts not designated for hedge accounting		5,773			(17,175	)
Employee benefit plans’ amortization from accumulated other comprehensive loss and settlement losses		30,125			14,991
Loss on extinguishment of debt, net of write-off of unamortized debt issuance costs		22,793			—
Stock-based compensation		25,809			9,333
Deferred income taxes		(486	)		66,078
Other, net		8,005			2,813
Change in operating assets and liabilities:
Trade receivables		3,981			6,150
Inventories		(14,409	)		(121,379	)
Other current assets		1,828			(22,944	)
Other non-current assets		(6,862	)		(9,103	)
Accounts payable and other accrued liabilities		35,714			43,040
Restructuring liabilities		(4,274	)		(17,290	)
Income tax liabilities		2,478			7,653
Accrued salaries, wages and employee benefits and long-term employee related benefits		(9,408	)		(49,880	)
Other long-term liabilities		(1,800	)		5,029
Net cash provided by operating activities		525,941			306,550
Cash Flows from Investing Activities:
Purchases of property, plant and equipment		(118,778	)		(102,950	)
Proceeds from sale of assets		160			17,427
Proceeds on settlement of forward foreign exchange contracts not designated for hedge accounting		(5,773	)		17,175
Net cash used for investing activities		(124,391	)		(68,348	)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		502,835			—
Repayments of long-term debt		(525,000	)		(36,092	)
Proceeds from senior revolving credit facility		—			180,000
Repayments of senior revolving credit facility		—			(279,000	)
Proceeds from short-term credit facilities		35,333			29,154
Repayments of short-term credit facilities		(29,764	)		(18,219	)
Other short-term borrowings, net		(6,231	)		13,475
Payment of debt extinguishment costs		(21,902	)		—
Payment of debt issuance costs		(10,366	)		—
Repurchase of common stock, including shares surrendered for tax withholdings on equity exercises		(25,102	)		(2,563	)
Dividend to stockholders		(70,000	)		(60,000	)
Other financing, net		(1,536	)		(304	)
Net cash used for financing activities		(151,733	)		(173,549	)
Effect of exchange rate changes on cash and cash equivalents		8,242			(7,661	)
Net increase in cash and cash equivalents		258,059			56,992
Beginning cash and cash equivalents		375,563			318,571
Ending cash and cash equivalents	$	633,622		$	375,563
Noncash Investing Activity:
Property, plant and equipment acquired and not yet paid at end of period	$	22,664		$	19,903
Property, plant and equipment additions due to build-to-suit lease transactions		19,888			—
Supplemental disclosure of cash flow information:
Cash paid for interest during the period	$	52,097		$	67,052
Cash paid for income taxes during the period, net of refunds		54,602			57,148

The accompanying notes are an integral part of these consolidated financial statements.

F-24

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Levi Strauss & Co. (the “Company”) is one of the world’s largest brand-name apparel companies. The Company designs, markets and sells—directly or through third parties and licensees—products that include jeans, casual and dress pants, tops, shorts, skirts, jackets, footwear and related accessories, for men, women and children around the world under the Levi’s^®, Dockers^®, Signature by Levi Strauss & Co.™ and Denizen^® brands. The Company operates its business through three geographic regions: Americas, Europe and Asia.

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company and its wholly-owned and majority-owned foreign and domestic subsidiaries are prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. The Company is privately held primarily by descendants of the family of its founder, Levi Strauss, and their relatives.

The Company’s fiscal year ends on the last Sunday of November in each year, although the fiscal years of certain foreign subsidiaries end on November 30. Fiscal 2017 and 2016 were 52-week years, ending on November 26, 2017 and November 27, 2016, respectively. Each quarter of fiscal years 2017 and 2016 consisted of 13 weeks. All references to years relate to fiscal years rather than calendar years.

Out-of-Period Adjustments

For the year ended November 26, 2017, the Company’s results include an out-of-period adjustment, which increased selling, general and administrative expenses by approximately $8.3 million and decreased net income by approximately $5.1 million. This item, which originated in prior years, relates to the correction of the periods used for the recognition of stock-based compensation expense associated with employees eligible to vest in awards after retirement. The Company has evaluated the effects of this out-of-period adjustment, both qualitatively and quantitatively, and concluded that the correction of this amount was not material to the current period or the periods in which they originated, including quarterly reporting.

Reclassification

Certain amounts in Note 20 “Business Segment Information” have been conformed to the November 26, 2017 presentation. Effective as of the beginning of 2017, certain of our global expenses that support all of the Company’s regional segments, including global e-commerce infrastructure and global brand merchandising, marketing and design, previously recorded centrally in the Company’s Americas region segment and Corporate expenses, have now been allocated to the Company’s three regional business segments, and reported in their operating results. Business segment information for the prior-year periods has been revised to reflect this change in presentation.

Certain insignificant amounts on the consolidated statements of cash flows have been conformed to the November 26, 2017 presentation.

F-25

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the related notes to the consolidated financial statements. Estimates are based upon historical factors, current circumstances and the experience and judgment of the Company’s management. Management evaluates its estimates and assumptions on an ongoing basis and may employ outside experts to assist in its evaluations. Changes in such estimates, based on more accurate future information, or different assumptions or conditions, may affect amounts reported in future periods.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents are stated at fair value.

Accounts Receivable, Net

The Company extends credit to its customers that satisfy pre-defined credit criteria. Accounts receivable are recorded net of an allowance for doubtful accounts. The Company estimates the allowance for doubtful accounts based upon an analysis of the aging of accounts receivable at the date of the consolidated financial statements, assessments of collectability based on historic trends, customer-specific circumstances, and an evaluation of economic conditions. Actual write-off of receivables may differ from estimates due to changes in customer and economic circumstances.

Inventory Valuation

The Company values inventories at the lower of cost or market value. Inventory cost is determined using the first-in first-out method. The Company includes product costs, labor and related overhead, inbound freight, internal transfers, and the cost of operating its remaining manufacturing facilities, including the related depreciation expense, in the cost of inventories. The Company estimates quantities of slow-moving and obsolete inventory, by reviewing on-hand quantities, outstanding purchase obligations and forecasted sales. The Company determines inventory market values by estimating expected selling prices based on the Company’s historical recovery rates for slow-moving and obsolete inventory and other factors, such as market conditions, expected channel of distribution and current consumer preferences.

Income Tax Assets and Liabilities

The future effective tax rate will ultimately depend on the mix of earnings between domestic and foreign operations, the impact of certain undistributed foreign earnings for which no U.S. taxes have been provided because such earnings are planned to be indefinitely reinvested outside of the United States, changes in tax laws and regulations and potential resolutions on tax examinations, refund claims and litigation. Remittances of foreign earnings to the United States are planned based on projected cash flow, working capital and investment needs of our foreign and domestic operations. Based on these assumptions, the Company estimates the amount that will be distributed to the United States and provides U.S. federal taxes on these amounts. Material changes in the Company’s

F-26

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

estimates as to how much of the Company’s foreign earnings will be distributed to the United States or tax legislation that limits or restricts the amount of undistributed foreign earnings that the Company considers indefinitely reinvested outside the United States could materially impact the Company’s income tax provision and effective tax rate. Significant judgment is required in determining the Company’s worldwide income tax provision. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise from examinations in various jurisdictions and assumptions and estimates used in evaluating the need for valuation allowances.

The Company is subject to income taxes in both the United States and numerous foreign jurisdictions. The Company computes its provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carryforwards. All deferred income taxes are classified as non-current on the Company’s consolidated balance sheets. Deferred tax assets and liabilities are measured using the currently enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Significant judgments are required in order to determine the realizability of these deferred tax assets. In assessing the need for a valuation allowance, the Company’s management evaluates all significant available positive and negative evidence, including historical operating results, estimates of future taxable income and the existence of prudent and feasible tax planning strategies.

The Company continuously reviews issues raised in connection with all ongoing examinations and open tax years to evaluate the adequacy of its tax liabilities. The Company evaluates uncertain tax positions under a two-step approach. The first step is to evaluate the uncertain tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination based on its technical merits. The second step, for those positions that meet the recognition criteria, is to measure the tax benefit as the largest amount that is more than fifty percent likely to be realized. The Company believes that its recorded tax liabilities are adequate to cover all open tax years based on its assessment. This assessment relies on estimates and assumptions and involves significant judgments about future events. To the extent that the Company’s view as to the outcome of these matters change, the Company will adjust income tax expense in the period in which such determination is made. The Company classifies interest and penalties related to income taxes as income tax expense.

Property, Plant and Equipment

Property, plant and equipment are carried at cost, less accumulated depreciation. The cost is depreciated on a straight-line basis over the estimated useful lives of the related assets. Costs relating to internal-use software development are capitalized when incurred during the application development phase. Buildings are depreciated over 20 to 40 years, and leasehold improvements are depreciated over the lesser of the life of the improvement or the initial lease term. Buildings and leasehold improvements includes build-to-suit assets related to the construction of a building or leasehold improvement (generally on property owned by the landlord) when the Company concludes it has substantially all of the risks of ownership during construction of a leased property and therefore is deemed the owner of the project. The related financing obligation is recorded in “other accrued liabilities”. Machinery and equipment includes furniture and fixtures, automobiles and trucks, and

F-27

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

networking communication equipment, and is depreciated over a range from three to 20 years. Capitalized internal-use software is depreciated over periods ranging from three to seven years.

Goodwill and Other Intangible Assets

Goodwill resulted primarily from a 1985 acquisition of the Company by Levi Strauss Associates Inc., a former parent company that was subsequently merged into the Company in 1996, and the Company’s 2009 acquisitions. Goodwill is not amortized. Intangible assets are comprised of owned trademarks with indefinite useful lives which are not being amortized and acquired contractual rights.

Impairment

The Company reviews its goodwill and other non-amortized intangible assets for impairment annually in the fourth quarter of its fiscal year, or more frequently as warranted by events or changes in circumstances which indicate that the carrying amount may not be recoverable. The Company qualitatively assesses goodwill and non-amortized intangible assets to determine whether it is more likely than not that the fair value of a reporting unit or other non-amortized intangible asset is less than its carrying amount. During fiscal 2017, the Company performed this analysis by examining key events and circumstances affecting fair value and determined it is more likely than not that the reporting unit’s fair value is greater than its carrying amount. As such, no further analysis was required for purposes of testing of the Company’s goodwill or other non-amortized intangible asset for impairment.

If goodwill is not qualitatively assessed or if goodwill is qualitatively assessed and it is determined it is not more likely than not that the reporting unit’s fair value is greater than its carrying amount, a two-step quantitative approach is utilized. In the first step, the Company compares the carrying value of the reporting unit or applicable asset to its fair value, which the Company estimates using a discounted cash flow analysis or by comparison with the market values of similar assets. If the carrying amount of the reporting unit or asset exceeds its estimated fair value, the Company performs the second step, and determines the impairment loss, if any, as the excess of the carrying value of the goodwill or intangible asset over its fair value.

The Company reviews its other long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If the carrying amount of an asset exceeds the expected future undiscounted cash flows, the Company measures and records an impairment loss for the excess of the carrying value of the asset over its fair value.

To determine the fair value of impaired assets, the Company utilizes the valuation technique or techniques deemed most appropriate based on the nature of the impaired asset and the data available, which may include the use of quoted market prices, prices for similar assets or other valuation techniques such as discounted future cash flows or earnings.

Debt Issuance Costs

The Company capitalizes debt issuance costs on its senior revolving credit facility, which are included in “Other non-current assets” on the Company’s consolidated balance sheets. Capitalized debt issuance costs on the Company’s unsecured long-term debt are presented as a reduction to the debt outstanding on the Company’s consolidated balance sheets. The unsecured long-term debt

F-28

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

issuance costs are generally amortized utilizing the effective interest method whereas the senior revolving credit facility issuance costs are amortized utilizing the straight-line method. Amortization of debt issuance costs is included in “Interest expense” in the consolidated statements of income.

Deferred Rent

The Company is obligated under operating leases of property for manufacturing, finishing and distribution facilities, office space, retail stores and equipment. Rental expenses relating to operating leases are recognized on a straight-line basis over the lease term after consideration of lease incentives and scheduled rent escalations beginning as of the date the Company takes physical possession or control of the property. Differences between rental expense and actual rental payments are recorded as deferred rent liabilities included in “Other accrued liabilities” and “Other long-term liabilities” on the consolidated balance sheets.

Fair Value of Financial Instruments

The fair values of the Company’s financial instruments reflect the amounts that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value estimates presented in this report are based on information available to the Company as of November 26, 2017 and November 27, 2016.

The carrying values of cash and cash equivalents, trade receivables and short-term borrowings approximate fair value since they are short term in nature. The Company has estimated the fair value of its other financial instruments using the market and income approaches. Rabbi trust assets and forward foreign exchange contracts are carried at their fair values. The Company’s debt instruments are carried at historical cost and adjusted for amortization of premiums, discounts, or deferred financing costs, foreign currency fluctuations and principal payments.

Pension and Postretirement Benefits

The Company has several non-contributory defined benefit retirement plans covering eligible employees. The Company also provides certain health care benefits for U.S. employees who meet age, participation and length of service requirements at retirement. In addition, the Company sponsors other retirement or post-employment plans for its foreign employees in accordance with local government programs and requirements. The Company retains the right to amend, curtail or discontinue any aspect of the plans, subject to local regulations.

The Company recognizes either an asset or a liability for any plan’s funded status in its consolidated balance sheets. The Company measures changes in funded status using actuarial models which utilize an attribution approach that generally spreads individual events over the estimated service lives of the remaining employees in the plan. For plans where participants will not earn additional benefits by rendering future service, which includes the Company’s U.S. plans, individual events are spread over the plan participants’ estimated remaining lives. The Company’s policy is to fund its retirement plans based upon actuarial recommendations and in accordance with applicable laws, income tax regulations and credit agreements. Net pension and postretirement benefit income or expense is generally determined using assumptions which include expected long-term rates of return on plan assets, discount rates, compensation rate increases and medical and mortality trend

F-29

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

rates. The Company considers several factors including historical rates, expected rates and external data to determine the assumptions used in the actuarial models.

Employee Incentive Compensation

The Company maintains short-term and long-term employee incentive compensation plans. Provisions for employee incentive compensation are recorded in “Accrued salaries, wages and employee benefits” and “Long-term employee related benefits” on the Company’s consolidated balance sheets. The Company accrues the related compensation expense over the period of the plan and changes in the liabilities for these incentive plans generally correlate with the Company’s financial results and projected future financial performance.

Stock-Based Compensation

The Company has stock-based incentive plans, which allow for the issuance of cash or equity-settled awards to certain employees and non-employee directors. The Company recognizes stock-based compensation expense for share-based awards that are classified as equity based on the grant date fair value of the awards over the requisite service period, adjusted for estimated forfeitures. The cash-settled awards are classified as liabilities and stock-based compensation expense is measured using fair value at the end of each reporting period until settlement.

The Company’s common stock is not listed on any established stock exchange. Accordingly, the stock’s fair value on the grant date is established by the Company’s Board of Directors based on factors including the most recent valuation conducted by a third-party valuation firm. For each reporting period, the common stock’s fair value is estimated based upon an internally derived valuation consistent with the valuation methodology employed on the grant date. Determining the fair value of the Company’s stock requires complex judgments. The valuation process includes comparison of the Company’s historical and estimated future financial results with selected publicly-traded companies and application of a discount for the illiquidity of the stock to derive the fair value of the stock. The Company uses this valuation for, among other things, making determinations under its stock-based compensation plans, such as the grant date fair value, redemption and intrinsic value of the awards.

For stock appreciation rights that are classified as equity, the Company uses the Black-Scholes valuation model to estimate the grant date fair value, unless the awards are subject to a market condition, in which case the Company uses a Monte Carlo simulation valuation model. The grant date fair value of equity-classified restricted stock units that are not subject to a market condition, is based on the fair value of the Company’s common stock on the date of grant, adjusted to reflect the absence of dividends for those awards that are not entitled to dividend equivalents. For restricted stock units that include a market condition, the Company uses a Monte Carlo simulation valuation model to estimate the grant date fair value. For share-based awards that are classified as liabilities, the fair value of the awards is estimated using the intrinsic value method, which is based on the Company’s common stock fair value on each measurement date.

The Black-Scholes option pricing model and the Monte Carlo simulation model require the input of highly subjective assumptions including volatility. Due to the fact that the Company’s common stock is not publicly traded, the computation of expected volatility is based on the average of the implied volatilities and the historical volatilities over the expected life of the awards, of a representative peer

F-30

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

group of publicly-traded entities. Other assumptions include expected life, risk-free rate of interest and dividend yield. For equity awards with a service condition, the expected life is derived based on historical experience and expected future post-vesting termination and exercise patterns. For equity awards with a performance condition, the expected life is computed using the simplified method until historical experience is available. The risk-free interest rate is based on zero coupon U.S. Treasury bond rates corresponding to the expected life of the awards. Dividend assumptions are based on historical experience.

Due to the job function of the award recipients, the Company has included stock-based compensation cost in “Selling, general and administrative expenses” in the consolidated statements of income.

Self-Insurance

Up to certain limits, the Company self-insures various loss exposures primarily relating to workers’ compensation risk and employee and eligible retiree medical health benefits. The Company carries insurance policies covering claim exposures which exceed predefined amounts, per occurrence and/or in the aggregate. Accruals for losses are made based on the Company’s claims experience and actuarial assumptions followed in the insurance industry, including provisions for incurred but not reported losses.

Derivative Financial Instruments and Hedging Activities

The Company recognizes all derivatives as assets and liabilities at their fair values, which are included in “Other current assets”, “Other non-current assets”, “Other accrued liabilities” or “Other long-term liabilities” on the Company’s consolidated balance sheets. The Company uses derivatives to manage exposures that are sensitive to changes in market conditions, such as foreign currency risk. Additionally, some of the Company’s contracts contain provisions that are accounted for as embedded derivative instruments. The Company does not designate its derivative instruments for hedge accounting; changes in the fair values of these instruments are recorded in “Other income (expense), net” in the Company’s consolidated statements of income. The non-derivative instruments the Company designates and that qualify for hedge accounting treatment hedge the Company’s net investment position in certain of its foreign subsidiaries. For these instruments, the Company documents the hedge designation by identifying the hedging instrument, the nature of the risk being hedged and the approach for measuring hedge effectiveness. The ineffective portions of these hedges are recorded in “Other income (expense), net” in the Company’s consolidated statements of income. The effective portions of these hedges are recorded in “Accumulated other comprehensive loss” on the Company’s consolidated balance sheets and are not reclassified to earnings until the related net investment position has been liquidated.

Foreign Currency

The functional currency for most of the Company’s foreign operations is the applicable local currency. For those operations, assets and liabilities are translated into U.S. Dollars using period-end exchange rates; income and expenses are translated at average monthly exchange rates; and equity accounts are translated at historical rates. Net changes resulting from such translations are recorded as a component of translation adjustments in “Accumulated other comprehensive loss” on the Company’s consolidated balance sheets.

F-31

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

Foreign currency transactions are transactions denominated in a currency other than the entity’s functional currency. At each balance sheet date, each entity remeasures the recorded balances related to foreign-currency transactions using the period-end exchange rate. Unrealized gains or losses arising from the remeasurement of these balances are recorded in “Other income (expense), net” in the Company’s consolidated statements of income. In addition, at the settlement date of foreign currency transactions, the realized foreign currency gains or losses are recorded in “Other income (expense), net” in the Company’s consolidated statements of income to reflect the difference between the rate effective at the settlement date and the historical rate at which the transaction was originally recorded.

Noncontrolling Interest

Noncontrolling interest includes a 16.4% minority interest of third parties in Levi Strauss Japan K.K., the Company’s Japanese subsidiary.

Revenue Recognition

Net sales is primarily comprised of sales of products to wholesale customers, including franchised stores, and direct sales to consumers at the Company’s company-operated and e-commerce stores and at the Company’s company-operated shop-in-shops located within department stores. The Company recognizes revenue on sales of products when the goods are shipped or delivered and title to the goods passes to the customer provided that: there are no uncertainties regarding customer acceptance; persuasive evidence of an arrangement exists; the sales price is fixed or determinable; and collectability is reasonably assured. The revenue is recorded net of an allowance for estimated returns, discounts and retailer promotions and other similar incentives. Licensing revenues from the use of the Company’s trademarks in connection with the manufacturing, advertising, and distribution of trademarked products by third-party licensees are earned and recognized as products are sold by licensees based on royalty rates set forth in the licensing agreements.

The Company recognizes allowances for estimated returns in the period in which the related sale is recorded. The Company recognizes allowances for estimated discounts, retailer promotions and other similar incentives at the later of the period in which the related sale is recorded or the period in which the sales incentive is offered to the customer. The Company estimates non-volume based allowances based on historical rates as well as customer and product-specific circumstances. Sales and value-added taxes collected from customers and remitted to governmental authorities are presented on a net basis in the Company’s consolidated statements of income.

Net sales to the Company’s ten largest customers totaled approximately 28% and 30% of net revenues for 2017 and 2016, respectively. No customer represented 10% or more of net revenues in any of these years.

Cost of Goods Sold

Cost of goods sold includes the expenses incurred to acquire and produce inventory for sale, including product costs, labor and related overhead, inbound freight, internal transfers, and the cost of operating the Company’s remaining manufacturing facilities, including the related depreciation expense.

F-32

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

Selling, General and Administrative Expenses

Selling, general and administrative expenses (“SG&A”) are primarily comprised of costs relating to advertising, marketing, selling, distribution, information technology and other corporate functions. Selling costs include, among other things, all occupancy costs associated with company-operated stores and with the Company’s company-operated shop-in-shops located within department stores. The Company expenses advertising costs as incurred. For 2017 and 2016 total advertising expense was $323.3 million and $284.0 million, respectively. Distribution costs include costs related to receiving and inspection at distribution centers, warehousing, shipping to the Company’s customers, handling and certain other activities associated with the Company’s distribution network. These expenses totaled $173.4 million and $168.3 million for 2017 and 2016, respectively.

Changes in Accounting Principle

• In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, Compensation—Stock Compensation (Topic 718). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The Company elected to early adopt all provisions of this new accounting standard in the first quarter of 2017 and will maintain the current forfeiture policy to estimate forfeitures expected to occur to determine stock-based compensation expense. Subsequent to the adoption, exercises of stock awards during fiscal year 2017 resulted in a $6.0 million income tax benefit.

• In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 designates the appropriate cash flow classification for debt prepayment or extinguishment costs, the maturing of a zero coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. In certain circumstances, transactions may require bifurcation to appropriately allocate components among operating, investing and financing activities. The Company adopted this standard in the second quarter of 2017 and there was no material impact on its consolidated financial statements.

Recently Issued Accounting Standards

The following recently issued accounting standards, all of which are FASB ASUs, have been grouped by their required effective dates for the Company:

First Quarter of 2018

• In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which clarifies that, for inventories measured at the lower of cost and net realizable value, net realizable value should be determined based on the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. The Company does not anticipate that the adoption of

F-33

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

this new accounting standard will have a material impact on its consolidated financial statements.

First Quarter of 2019

• In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715) Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. ASU 2017-07 changes the income statement presentation of defined benefit plan expense by requiring separation between operating expense (service cost component) and non-operating expense (all other components, including interest cost, amortization of prior service cost, curtailments and settlements, etc.). The operating expense component is reported with similar compensation costs while the non-operating components are reported in Other Income and Expense. In addition, only the service cost component is eligible for capitalization as part of an asset such as inventory or property, plant and equipment. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

• In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this update defers the effective date of ASU 2014-09 for all entities by one year. Additional ASUs have been issued that are part of the overall new revenue guidance including: ASU 2016-08: Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10: Identifying Performance Obligations and Licensing and ASU 2016-12: Narrow Scope Improvements and Practical Expedients. The Company is in the process of evaluating the new standard against its existing accounting policies, including the timing of revenue recognition, and its arrangements with customers, to determine the effect the guidance will have on its consolidated financial statements.

• In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. ASU 2017-09 provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This ASU does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions, or award classification and would not be required if the changes are considered non-substantive. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

• In March 2016, the FASB issued ASU No. 2016-04, Liabilities—Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products which aligns recognition of prepaid stored-value product financial liabilities (for example, prepaid gift cards), with Topic 606, Revenues from Contracts with Customers, for non-financial liabilities. In

F-34

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

general, certain of these liabilities may be extinguished proportionally in earnings as redemptions occur, or when redemption is remote if issuers are not entitled to the unredeemed stored value. The Company does not anticipate that the adoption of this new accounting standard will have a material impact on its consolidated financial statements.

• In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires that the income tax consequences of an intra-entity transfer of an asset other than inventory be recorded when the transfer occurs. Under this guidance, current income taxes and deferred income taxes will move when assets (such as intellectual property and property, plant and equipment) are transferred between consolidated subsidiaries. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

• In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown in the statement of cash flows. The Company does not anticipate that the adoption of this new accounting standard will have a material impact on its consolidated financial statements.

First Quarter of 2020

• In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which requires the identification of arrangements that should be accounted for as leases by lessees. In general, for operating or financing lease arrangements exceeding a twelve month term, a right-of-use asset and a lease obligation will be recognized on the balance sheet of the lessee while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The Company is in the process of gathering information to evaluate real estate, personal property, and other arrangements that may meet the definition of a lease. Given its significant number of leases, the Company anticipates the new guidance will have a significant impact on the consolidated balance sheets.

• In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 refines and expands hedge accounting for both financial and commodity risks. This ASU creates more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. In addition, this ASU makes certain targeted improvements to simplify the application of hedge accounting guidance. The Company does not currently apply hedge accounting to its derivative transactions and does not anticipate that the adoption of this new accounting standard will have a material impact on its consolidated financial statements.

First Quarter of 2021

• In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates the two-step process that required identification of potential impairment and a separate measure of the actual impairment. The annual assessment of goodwill impairment will be determined by using the difference between the carrying amount and the fair value of the reporting unit. The

F-35

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

NOTE 2: PROPERTY, PLANT AND EQUIPMENT

The components of property, plant and equipment (“PP&E”) were as follows:

	November 26, 2017			November 27, 2016
	(Dollars in thousands)
Land	$	8,239		$	8,178
Buildings and leasehold improvements		422,168			379,217
Machinery and equipment		452,950			407,527
Capitalized internal-use software		450,558			418,493
Construction in progress		41,797			36,778
Subtotal		1,375,712			1,250,193
Accumulated depreciation		(951,249	)		(856,588	)
PP&E, net	$	424,463		$	393,605

Depreciation expense for the years ended November 26, 2017 and November 27, 2016 was $117.4 million and $103.7 million, respectively.

NOTE 3: GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill by business segment for the years ended November 26, 2017 and November 27, 2016, were as follows:

	Americas			Europe			Asia		Total
	(Dollars in thousands)
Balance, November 29, 2015	$	207,816		$	26,024		$	1,201	$	235,041
Foreign currency fluctuation		(93	)		(683	)		15		(761	)
Balance, November 27, 2016		207,723			25,341			1,216		234,280
Foreign currency fluctuation		42			2,983			22		3,047
Balance, November 26, 2017	$	207,765		$	28,324		$	1,238	$	237,327

Other intangible assets, net, were as follows:

	November 26, 2017							November 27, 2016
	Gross Carrying Value		Accumulated Amortization			Total		Gross Carrying Value		Accumulated Amortization			Total
	(Dollars in thousands)
Non-amortized intangible assets:
Trademarks	$	42,743	$	—		$	42,743	$	42,743	$	—		$	42,743
Amortized intangible assets:
Acquired contractual rights		480		(330	)		150		2,843		(2,640	)		203
Total	$	43,223	$	(330	)	$	42,893	$	45,586	$	(2,640	)	$	42,946

F-36

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

For the year ended November 27, 2016, amortization of these intangible assets was $0.2 million. The amortization of these intangible assets in subsequent fiscal years is immaterial.

As of November 26, 2017, there was no impairment to the carrying value of the Company’s goodwill or non-amortized intangible assets.

NOTE 4: FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the Company’s financial instruments that are carried at fair value:

	November 26, 2017						November 27, 2016
	Fair Value		Fair Value Estimated Using				Fair Value		Fair Value Estimated Using
			Level 1 Inputs(1)		Level 2 Inputs(2)				Level 1 Inputs(1)		Level 2 Inputs(2)
	(Dollars in thousands)
Financial assets carried at fair value
Rabbi trust assets	$	31,139	$	31,139	$	—	$	27,131	$	27,131	$	—
Forward foreign exchange contracts, net(3)		6,296		—		6,296		23,267		—		23,267
Total	$	37,435	$	31,139	$	6,296	$	50,398	$	27,131	$	23,267
Financial liabilities carried at fair value
Forward foreign exchange contracts, net(3)	$	23,799	$	—	$	23,799	$	5,533	$	—	$	5,533

(1) Fair values estimated using Level 1 inputs are inputs which consist of quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Rabbi trust assets consist of a diversified portfolio of equity, fixed income and other securities. See Note 12 for more information on rabbi trust assets.

(2) Fair values estimated using Level 2 inputs are inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly and include among other things, quoted prices for similar assets or liabilities in markets that are active or inactive as well as inputs other than quoted prices that are observable. For forward foreign exchange contracts, inputs include foreign currency exchange and interest rates and, where applicable, credit default swap prices.

(3) The Company’s over-the-counter forward foreign exchange contracts are subject to International Swaps and Derivatives Association, Inc. master agreements.

F-37

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

The following table presents the carrying value, including related accrued interest, and estimated fair value of the Company’s financial instruments that are carried at adjusted historical cost:

	November 26, 2017				November 27, 2016
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
	(Dollars in thousands)
Financial liabilities carried at adjusted historical cost
6.875% senior notes due 2022(1)(2)	$	—	$	—	$	527,102	$	550,700
5.00% senior notes due 2025(1)		485,419		507,185		483,735		480,121
3.375% senior notes due 2027(1)(2)		559,037		590,266		—		—
Short-term borrowings		38,727		38,727		39,009		39,009
Total	$	1,083,183	$	1,136,178	$	1,049,846	$	1,069,830

(1) Fair values are estimated using Level 1 inputs and incorporate mid-market price quotes. Level 1 inputs are inputs which consist of quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

(2) On February 28, 2017, the Company issued €475 million in aggregate principal amount of 3.375% senior notes due 2027. On March 3, 2017, the Company completed a cash tender offer for $370.3 million of the 6.875% senior notes due 2022 and the remaining $154.7 million was called on March 31, 2017 for redemption on May 1, 2017. See Note 6 for additional information.

NOTE 5: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company’s foreign currency management objective is to minimize the effect of fluctuations in foreign exchange rates on nonfunctional currency cash flows and selected assets or liabilities without exposing the Company to additional risk associated with transactions that could be regarded as speculative. Forward exchange contracts on various currencies are entered into to manage foreign currency exposures associated with certain product sourcing activities, some intercompany sales, foreign subsidiaries’ royalty payments, interest payments, earnings repatriations, net investment in foreign operations and funding activities. The Company manages certain forecasted foreign currency exposures and uses a centralized currency management operation to take advantage of potential opportunities to naturally offset foreign currency exposures against each other. The Company had designated a portion of its outstanding Euro-denominated senior notes as a net investment hedge to manage foreign currency exposures in its foreign operations. The Company does not apply hedge accounting to its derivative transactions. As of November 26, 2017, the Company had forward foreign exchange contracts to buy $769.1 million and to sell $213.2 million against various foreign currencies. These contracts are at various exchange rates and expire at various dates through February 2019.

F-38

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

The table below provides data about the carrying values of derivative instruments and non-derivative instruments:

	November 26, 2017								November 27, 2016
	Assets		(Liabilities)			Derivative Net Carrying Value			Assets		(Liabilities)			Derivative Net Carrying Value
	Carrying Value		Carrying Value						Carrying Value		Carrying Value
	(Dollars in thousands)
Derivatives not designated as hedging instruments
Forward foreign exchange contracts(1)	$	3,403	$	(253	)	$	3,150		$	30,160	$	(6,893	)	$	23,267
Forward foreign exchange contracts(2)		2,893		(23,546	)		(20,653	)		1,481		(7,014	)		(5,533	)
Total	$	6,296	$	(23,799	)				$	31,641	$	(13,907	)
Non-derivatives designated as hedging instruments
Euro senior notes	$	—	$	(562,780	)				$	—	$	—

(1) Included in “Other current assets” or “Other non-current assets” on the Company’s consolidated balance sheets.

(2) Included in “Other accrued liabilities” or “Other long-term liabilities” on the Company’s consolidated balance sheets

The Company’s over-the-counter forward foreign exchange contracts are subject to International Swaps and Derivatives Association, Inc. master agreements. These agreements permit the net-settlement of these contracts on a per-institution basis and are presented accordingly. The table below presents the gross and net amounts of these contracts recognized on the Company’s consolidated balance sheets by type of financial instrument:

	November 26, 2017									November 27, 2016
	Gross Amounts of Recognized Assets/ (Liabilities)			Gross Amounts Offset in the Balance Sheet			Net Amount of Assets/ (Liabilities) Presented in the Balance Sheet			Gross Amounts of Recognized Assets/ (Liabilities)			Gross Amounts Offset in the Balance Sheet			Net Amount of Assets/ (Liabilities) Presented in the Balance Sheet
	(Dollars in thousands)
Over-the-counter forward foreign exchange contracts
Financial assets	$	3,218		$	(3,146	)	$	72		$	29,240		$	(8,374	)	$	20,866
Financial liabilities		(20,876	)		3,146			(17,730	)		(10,365	)		8,374			(1,991	)
Total							$	(17,658	)							$	18,875
Embedded derivative contracts
Financial assets	$	3,078		$	—		$	3,078		$	2,401		$	—		$	2,401
Financial liabilities		(2,923	)		—			(2,923	)		(3,542	)		—			(3,542	)
Total							$	155								$	(1,141	)

F-39

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

The table below provides data about the amount of gains and losses related to derivative instruments and non-derivative instruments designated as net investment hedges included in “Accumulated other comprehensive loss” (“AOCI”) on the Company’s consolidated balance sheets, and in “Other income (expense), net” in the Company’s consolidated statements of income:

	Gain or (Loss) Recognized in AOCI (Effective Portion)						Gain or (Loss) Recognized in Other Income (Expense), Net (Ineffective Portion and Amount Excluded from Effectiveness Testing)
							Year Ended
	As of November 26, 2017			As of November 27, 2016			November 26, 2017		November 27, 2016
	(Dollars in thousands)
Forward foreign exchange contracts	$	4,637		$	4,637
Yen-denominated Eurobonds		(19,811	)		(19,811	)	$	—	$	2,627
Euro-denominated senior notes		(75,697	)		(15,751	)		—		—
Cumulative income taxes		35,253			12,168
Total	$	(55,618	)	$	(18,757	)

The table below provides data about the amount of gains and losses related to derivatives not designated as hedging instruments included in “Other income (expense), net” in the Company’s consolidated statements of income:

	Year Ended
	November 26, 2017			November 27, 2016
	(Dollars in thousands)
Forward foreign exchange contracts:
Realized (loss) gain	$	(5,773	)	$	17,175
Unrealized loss(1)		(35,394	)		(1,315	)
Total	$	(41,167	)	$	15,860

(1) The unrealized loss in 2017 is primarily driven by losses on contracts to sell the Mexican Peso, the Euro and the British Pound, as a result of the USD weakening at year end.

F-40

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

NOTE 6: DEBT

The following table presents the Company’s debt:

	November 26, 2017		November 27, 2016
	(Dollars in thousands)
Long-term debt
6.875% senior notes due 2022	$	—	$	524,396
5.00% senior notes due 2025		483,683		481,860
3.375% senior notes due 2027		555,177		—
Total long-term debt	$	1,038,860	$	1,006,256
Short-term debt
Short-term borrowings		38,451		38,922
Total debt	$	1,077,311	$	1,045,178

Senior Revolving Credit Facility

The Company is a party to a Second Amended and Restated Credit Agreement for a senior secured revolving credit facility. The credit facility provides for an asset-based facility, in which the borrowing availability is primarily based on the value of the U.S. Levi’s^® trademarks and the levels of accounts receivable and inventory in the United States and Canada, as further described below.

Availability, interest and maturity.    The maximum availability under the credit facility is $850.0 million, of which $800.0 million is available to the Company for revolving loans in U.S. Dollars and $50.0 million is available to the Company for revolving loans either in U.S. Dollars or Canadian Dollars. Subject to the availability under the borrowing base, the Company may make and repay borrowings from time to time until the maturity of the credit facility. The Company may make voluntary prepayments of borrowings at any time and must make mandatory prepayments if certain events occur. Of the maximum availability of $850.0 million, the U.S. Levi’s^® trademarks are deemed to add the lesser of (i) $350.0 million and (ii) 65% of the net orderly liquidation value of such trademarks to the borrowing base. Upon the maturity date of May 23, 2022, all of the obligations outstanding under the credit facility become due.

On May 23, 2017, the Company amended its senior secured revolving credit facility to extend the term through May 23, 2022 as noted above. The terms of the Second Amended and Restated Credit Agreement are similar to the terms under the previous version of the credit facility. The interest rate for borrowings under the credit facility was reduced from LIBOR plus 125 – 200 basis points to LIBOR plus 125 – 175 basis points, depending on borrowing base availability, and the rate for undrawn availability was reduced from 25 – 30 basis points to 20 basis points. All other terms of the original credit agreement, including, without limitation, guarantees and security, covenants, events of default, have not been materially changed as a result of the Second Amended and Restated Credit Agreement and remain in full force and effect. Costs of approximately $2.4 million associated with the amendment and restatement of the revolving credit facility, representing underwriting fees and other expenses, were capitalized and will be amortized to interest expense over the term of the facility.

The Company’s unused availability under its amended and restated senior secured revolving credit facility was $758.3 million at November 26, 2017, as the Company’s total availability of

F-41

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

$803.6 million, based on the collateral levels discussed above, was reduced by $42.7 million of stand-by letters of credit and by $2.6 million of other credit usage allocated under the facility. The Company has stand-by letters of credit with various international banks serving as guarantees to cover U.S. workers’ compensation claims and the working capital requirements for certain subsidiaries, primarily India.

Guarantees and security.    The Company’s obligations under the Second Amended and Restated Credit Agreement are guaranteed by its domestic subsidiaries. The obligations under the Second Amended and Restated Credit Agreement are secured by specified domestic assets, including certain U.S. trademarks associated with the Levi’s^® brand and accounts receivable, goods and inventory in the United States. Additionally, the obligations of Levi Strauss & Co. (Canada) Inc. under the credit agreement are secured by Canadian accounts receivable, goods, inventory and other Canadian assets. The lien on the U.S. Levi’s^® trademarks and related intellectual property may be released at the Company’s discretion so long as it meets certain conditions; such release would reduce the borrowing base.

Covenants.    The Second Amended and Restated Credit Agreement contains customary covenants restricting the Company’s activities as well as those of the Company’s subsidiaries, including limitations on the ability to sell assets; engage in mergers; enter into capital leases or certain leases not in the ordinary course of business; enter into transactions involving related parties or derivatives; incur or prepay indebtedness or grant liens or negative pledges on the Company’s assets; make loans or other investments; pay dividends or repurchase stock or other securities; guaranty third-party obligations; make capital expenditures; and make changes in the Company’s corporate structure. There are exceptions to these covenants, and some are only applicable when unused availability falls below specified thresholds. In addition, the Second Amended and Restated Credit Agreement includes, as a financial covenant, a springing fixed charge coverage ratio of 1.0:1.0, which arises when availability falls below a specified threshold.

Events of default.    The Second Amended and Restated Credit Agreement contains customary events of default, including payment failures; failure to comply with covenants; failure to satisfy other obligations under the credit agreements or related documents; defaults in respect of other indebtedness; bankruptcy, insolvency and inability to pay debts when due; material judgments; pension plan terminations or specified underfunding; substantial stock ownership changes; and specified changes in the composition of the Company’s Board of Directors. The cross-default provisions in the Second Amended and Restated Credit Agreement apply if a default occurs on other indebtedness in excess of $50.0 million and the applicable grace period in respect of the indebtedness has expired, such that the lenders of or trustee for the defaulted indebtedness have the right to accelerate. If an event of default occurs under the Second Amended and Restated Credit Agreement, the lenders may terminate their commitments, declare immediately payable all borrowings under the credit facility and foreclose on the collateral.

Redemption of Senior Notes due 2022

The Company issued $525.0 million in aggregate principal amount of 6.875% senior notes due 2022 (the “Senior Notes due 2022”). The Senior Notes due 2022 were tendered and redeemed in March 2017 as described in the “Issuance of Senior Notes due 2027” section below.

F-42

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

Senior Notes due 2025

Principal, interest, and maturity.    On April 27, 2015, the Company issued $500.0 million in aggregate principal amount of 5.00% senior notes due 2025 (the “Senior Notes due 2025”) to qualified institutional buyers and to purchasers outside the United States, which were later exchanged for new notes in the same principal amount with substantially identical terms, except that the new notes were registered under the Securities Act of 1933, as amended (the “Securities Act”). The notes are unsecured obligations that rank equally with all of the Company’s other existing and future unsecured and unsubordinated debt. The Senior Notes due 2025 will mature on May 1, 2025. Interest on the notes is payable semi-annually in arrears on May 1 and November 1.

The Company may redeem some or all of the Senior Notes due 2025 prior to May 1, 2020, at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, and a “make-whole” premium; on or after this date, the Company may redeem all or any portion of the notes, at once or over time, at redemption prices specified in the indenture governing the notes, plus accrued and unpaid interest, if any, to the date of redemption. In addition, at any time prior to May 1, 2018, the Company may redeem up to a maximum of 40% of the original aggregate principal amount of the Senior Notes due 2025 with the proceeds of certain equity offerings at a redemption price of 105% of the principal amount of the Senior Notes due 2025, plus accrued and unpaid interest, if any, to the date of redemption. The Company recorded a discount of $13.9 million in conjunction with the issuance of the Senior Notes due 2025, related to tender and redemption premiums paid to certain holders of the Senior Notes due 2020 who participated in the issuance of the Senior Notes due 2025, which will be amortized to interest expense over the term of the notes. Costs of approximately $6.9 million associated with the issuance of the notes, representing underwriting fees and other expenses, were capitalized and will be amortized to interest expense over the term of the notes.

Covenants.    The indenture contains covenants that limit, among other things, the Company’s and certain of the Company’s subsidiaries’ ability to incur additional debt, make certain restricted payments, consummate specified asset sales, enter into transactions with affiliates, incur liens, impose restrictions on the ability of its subsidiaries to pay dividends or make payments to the Company and its restricted subsidiaries, merge or consolidate with another person, and dispose of all or substantially all of the Company’s assets or the assets of its restricted subsidiaries. The indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the trustee under the indenture or holders of at least 25% in principal amount of the then outstanding Senior Notes due 2025 may declare all the Senior Notes due 2025 to be due and payable immediately. Upon the occurrence of a change in control (as defined in the indenture), each holder of notes may require the Company to repurchase all or a portion of the notes in cash at a price equal to 101% of the principal amount of notes to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of purchase.

Issuance of Senior Notes due 2027

Principal, interest and maturity.    On February 28, 2017, the Company issued €475 million in aggregate principal amount of 3.375% senior notes due 2027 (the “Senior Notes due 2027”) to qualified institutional buyers and to purchasers outside the United States, which were later exchanged

F-43

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

for new notes in the same principal amount with substantially identical terms, except that the new notes were registered under the Securities Act. The notes are unsecured obligations that rank equally with all of the Company’s other existing and future unsecured and unsubordinated debt. The Senior Notes due 2027 will mature on March 15, 2027.

Interest on the notes is payable semi-annually in arrears on March 15 and September 15. At any time prior to March 15, 2020, the Company may redeem up to a maximum of 40% of the aggregate principal amount of the Senior Notes due 2027 with the proceeds of certain equity offerings at a redemption price of 103.375% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption. In addition, the Company may redeem some or all of the Senior Notes due 2027 prior to March 15, 2022, at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, and a “make-whole” premium; on or after this date, the Company may redeem all or any portion of the notes, at once or over time, at redemption prices specified in the indenture governing the notes, plus accrued and unpaid interest, if any, to the date of redemption. Costs of approximately $8.0 million associated with the issuance of the notes, representing underwriting fees and other expenses, were capitalized and will be amortized to interest expense over the term of the notes.

Covenants.    The indenture contains covenants that limit, among other things, the Company’s and certain of the Company’s subsidiaries’ ability to incur additional debt, pay dividends or make other restricted payments, consummate specified asset sales, enter into transactions with affiliates, incur liens, impose restrictions on the ability of its subsidiaries to pay dividends or make payments to the Company and its restricted subsidiaries, merge or consolidate with another person, and sell, assign, transfer, lease convey or otherwise dispose of all or substantially all of the Company’s assets or the assets of its restricted subsidiaries. The indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include payment failures, failure to comply with covenants, failure to satisfy other obligations under the agreement or related documents, defaults in respect of other indebtedness, bankruptcy, insolvency and ability to pay debts when due, material judgments, pension plan terminations or specified underfunding, and substantial stock ownership changes. Generally, if an event of default occurs, the trustee under the indenture or holders of the Senior Notes due 2027 may declare all the Senior Notes due 2027 to be due and payable immediately. Upon the occurrence of a change in control (as defined in the indenture), each holder of notes may require the Company to repurchase all or a portion of the notes in cash at a price equal to 101% of the principal amount of notes to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of purchase.

Use of Proceeds and Loss on Early Extinguishment of Debt.    On March 3, 2017, the Company completed a cash tender offer for $370.3 million of the 6.875% Senior Notes due 2022 and the remaining $154.7 million was called on March 31, 2017 for redemption on May 1, 2017.

The tender offer and redemption, as well as underwriting fees associated with the new issuance, were primarily funded with the proceeds from the issuance of the Senior Notes due 2027, as well as cash on hand. The Company recorded a $22.8 million loss on early extinguishment of debt. The loss includes $21.9 million of tender and call premiums on the retired debt.

F-44

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

Short-term Borrowings

Short-term borrowings consist of term loans and revolving credit facilities at various foreign subsidiaries which the Company expects to either pay over the next twelve months or refinance at the end of their applicable terms. Certain of these borrowings are guaranteed by stand-by letters of credit allocated under the Company’s amended and restated senior secured revolving credit facility.

Principal Payments on Debt

The table below sets forth, as of November 26, 2017, the Company’s required aggregate short-term and long-term debt principal payments (inclusive of premium and discount):

	(Dollars in thousands)
2018	$	38,451
2019		—
2020		—
2021		—
2022		—
Thereafter		1,051,862
Total future debt principal payments	$	1,090,313

Interest Rates on Borrowings

The Company’s weighted-average interest rate on average borrowings outstanding during 2017 and 2016 was 5.60% and 6.37%, respectively. The weighted-average interest rate on average borrowings outstanding includes the amortization of capitalized issuance costs, including underwriting fees and other expenses, and excludes interest on obligations to participants under deferred compensation plans.

Dividends and Restrictions

The terms of the indentures relating to the Company’s unsecured notes and its amended and restated senior secured revolving credit facility agreement contain covenants that restrict the Company’s ability to pay dividends to its stockholders. For information about the Company’s dividend payments, see Note 15. As of November 26, 2017, and at the time the dividends were paid, the Company met the requirements of its debt instruments.

Subsidiaries of the Company that are not wholly-owned subsidiaries and that are “restricted subsidiaries” under the Company’s indentures are permitted under the indentures to pay dividends to all stockholders either on a pro rata basis or on a basis that results in the receipt by the Company or a restricted subsidiary that is the parent of the restricted subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis.

The terms of the indentures relating to the Company’s unsecured notes and its amended and restated senior secured revolving credit facility agreement contain covenants that restrict (in each case subject to certain exceptions) the Company or any restricted subsidiary from entering into any

F-45

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

arrangements that would restrict the payment of dividends or of any obligation owed by the restricted subsidiary to the Company or any other restricted subsidiary, the making of any loans or advances to the Company or any other restricted subsidiary, or transferring any of its property to the Company or any other restricted subsidiary.

NOTE 7: GUARANTEES

Indemnification agreements.    In the ordinary course of business, the Company enters into agreements containing indemnification provisions under which the Company agrees to indemnify the other party for specified claims and losses. For example, the Company’s trademark license agreements, real estate leases, consulting agreements, logistics outsourcing agreements, securities purchase agreements and credit agreements typically contain such provisions. This type of indemnification provision obligates the Company to pay certain amounts associated with claims brought against the other party as the result of trademark infringement, negligence or willful misconduct of Company employees, breach of contract by the Company including inaccuracy of representations and warranties, specified lawsuits in which the Company and the other party are co-defendants, product claims and other matters. These amounts generally are not readily quantifiable; the maximum possible liability or amount of potential payments that could arise out of an indemnification claim depends entirely on the specific facts and circumstances associated with the claim. The Company has insurance coverage that minimizes the potential exposure to certain of such claims. The Company also believes that the likelihood of material payment obligations under these agreements to third parties is low.

Covenants.    The Company’s long-term debt agreements and the Second Amended and Restated Credit Agreement contain customary covenants restricting its activities as well as those of its subsidiaries, including limitations on its and its subsidiaries’ ability to sell assets; engage in mergers; enter into capital leases or certain leases not in the ordinary course of business; enter into transactions involving related parties or derivatives; incur or prepay indebtedness or grant liens or negative pledges on its assets; make loans or other investments; pay dividends or repurchase stock or other securities; guaranty third-party obligations; make capital expenditures; and make changes in its corporate structure. For additional information, see Note 6. As of November 26, 2017, the Company was in compliance with all of these covenants.

NOTE 8: EMPLOYEE BENEFIT PLANS

Pension plans.    The Company has several non-contributory defined benefit retirement plans covering eligible employees. Plan assets are invested in a diversified portfolio of securities including stocks, bonds, cash equivalents and other alternative investments including real estate investment trust funds. Benefits payable under the plans are based on years of service, final average compensation, or both. The Company retains the right to amend, curtail or discontinue any aspect of the plans, subject to local regulations.

Postretirement plans.    The Company maintains plans that provide postretirement benefits to eligible employees, principally health care, to substantially all U.S. retirees and their qualified dependents. These plans were established with the intention that they would continue indefinitely. However, the Company retains the right to amend, curtail or discontinue any aspect of the plans at any time. The plans are contributory and contain certain cost-sharing features, such as deductibles and

F-46

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

coinsurance. The Company’s policy is to fund postretirement benefits as claims and premiums are paid.

The following tables summarize activity of the Company’s defined benefit pension plans and postretirement benefit plans:

	Pension Benefits						Postretirement Benefits
	2017			2016			2017			2016
	(Dollars in thousands)
Change in benefit obligation:
Benefit obligation at beginning of year	$	1,191,934		$	1,194,365		$	112,451		$	117,740
Service cost		9,975			8,234			172			200
Interest cost		36,853			37,819			3,148			3,223
Plan participants’ contribution		570			484			4,376			4,172
Actuarial loss (gain)(1)		59,121			33,948			(5,516	)		5,556
Net curtailment loss		132			119			—			—
Impact of foreign currency changes		15,545			(15,435	)		—			—
Plan settlements		(410	)		(417	)		—			—
Net benefits paid		(69,868	)		(67,183	)		(15,956	)		(18,440	)
Benefit obligation at end of year	$	1,243,852		$	1,191,934		$	98,675		$	112,451
Change in plan assets:
Fair value of plan assets at beginning of year		837,322			838,551			—			—
Actual return on plan assets(2)		117,188			49,986			—			—
Employer contribution		52,386			31,147			11,580			14,268
Plan participants’ contributions		570			484			4,376			4,172
Plan settlements		(410	)		(417	)		—			—
Impact of foreign currency changes		11,518			(15,246	)		—			—
Net benefits paid		(69,868	)		(67,183	)		(15,956	)		(18,440	)
Fair value of plan assets at end of year		948,706			837,322			—			—
Unfunded status at end of year	$	(295,146	)	$	(354,612	)	$	(98,675	)	$	(112,451	)

(1) 2017 and 2016 actuarial losses in the Company’s pension benefit plans resulted from changes in discount rate assumptions. Changes in financial markets during 2017 and 2016, including a decrease in corporate bond yield indices, resulted in an increase in benefit obligations.

(2) The increase in return on plan assets in 2017 was primarily due to better-than-expected asset performance of U.S. and international equity securities.

F-47

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

Amounts recognized in the Company’s consolidated balance sheets as of November 26, 2017 and November 27, 2016, consist of the following:

	Pension Benefits						Postretirement Benefits
	2017			2016			2017			2016
	(Dollars in thousands)
Unfunded status recognized on the balance sheet:
Prepaid benefit cost	$	24,644		$	5,555		$	—		$	—
Accrued benefit liability—current portion		(9,316	)		(9,142	)		(9,427	)		(11,485	)
Accrued benefit liability—long-term portion		(310,474	)		(351,025	)		(89,248	)		(100,966	)
	$	(295,146	)	$	(354,612	)	$	(98,675	)	$	(112,451	)
Accumulated other comprehensive loss:
Net actuarial loss	$	(362,602	)	$	(385,942	)	$	(21,878	)	$	(28,665	)
Net prior service benefit		419			420			—			—
	$	(362,183	)	$	(385,522	)	$	(21,878	)	$	(28,665	)

The accumulated benefit obligation for all defined benefit plans was $1.2 billion at both November 26, 2017 and November 27, 2016. Information for the Company’s defined benefit plans with an accumulated or projected benefit obligation in excess of plan assets is as follows:

	Pension Benefits
	2017		2016
	(Dollars in thousands)
Accumulated benefit obligations in excess of plan assets:
Aggregate accumulated benefit obligation	$	1,091,856	$	1,079,316
Aggregate fair value of plan assets		775,859		725,830
Projected benefit obligations in excess of plan assets:
Aggregate projected benefit obligation	$	1,131,873	$	1,086,842
Aggregate fair value of plan assets		812,082		726,675

F-48

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

The components of the Company’s net periodic benefit cost were as follows:

	Pension Benefits						Postretirement Benefits
	2017			2016			2017			2016
	(Dollars in thousands)
Net periodic benefit cost:
Service cost	$	9,975		$	8,234		$	172		$	200
Interest cost		36,853			37,819			3,148			3,223
Expected return on plan assets		(48,581	)		(48,422	)					—
Amortization of prior service benefit		(62	)		(61	)		—			—
Amortization of actuarial loss		13,489			12,036			1,271			2,967
Curtailment (gain) loss		106			(140	)		—			—
Special termination benefit		—			—						—
Net settlement loss (gain)		126			49						—
Net periodic benefit cost		11,906			9,515			4,591			6,390
Changes in accumulated other comprehensive loss:
Actuarial loss (gain)		(9,785	)		32,187			(5,516	)		5,556
Amortization of prior service benefit		62			61			—			—
Amortization of actuarial loss		(13,489	)		(12,036	)		(1,271	)		(2,967	)
Curtailment gain (loss)		—			173			—			—
Net settlement (loss) gain		(126	)		(49	)		—			—
Total recognized in accumulated other comprehensive loss		(23,338	)		20,336			(6,787	)		2,589
Total recognized in net periodic benefit cost and accumulated other comprehensive loss	$	(11,432	)	$	29,851		$	(2,196	)	$	8,979

The amounts that will be amortized from “Accumulated other comprehensive loss” into net periodic benefit cost in 2018 for the Company’s defined benefit pension and postretirement benefit plans are expected to be $12.5 million and $0.9 million, respectively.

F-49

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

Assumptions used in accounting for the Company’s benefit plans were as follows:

	Pension Benefits						Postretirement Benefits
	2017			2016			2017			2016
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate		3.8	%		4.0	%		3.7	%		3.8	%
Expected long-term rate of return on plan assets		5.8	%		5.9	%
Rate of compensation increase		3.4	%		3.4	%
Weighted-average assumptions used to determine benefit obligations:
Discount rate		3.4	%		3.8	%		3.4	%		3.7	%
Rate of compensation increase		3.4	%		3.4	%
Assumed health care cost trend rates were as follows:
Health care trend rate assumed for next year								6.3	%		6.4	%
Rate trend to which the cost trend is assumed to decline								4.4	%		4.4	%
Year that rate reaches the ultimate trend rate								2037			2038

For the Company’s U.S. benefit plans, the discount rate used to determine the present value of the future pension and postretirement plan obligations was based on a yield curve constructed from a portfolio of high quality corporate bonds with various maturities. Each year’s expected future benefit payments are discounted to their present value at the appropriate yield curve rate, thereby generating the overall discount rate. The Company utilized a variety of country-specific third-party bond indices to determine the appropriate discount rates to use for the benefit plans of its foreign subsidiaries.

The Company bases the overall expected long-term rate of return on assets on anticipated long-term returns of individual asset classes and each pension plans’ target asset allocation strategy based on current economic conditions. For the U.S. pension plan, the expected long-term returns for each asset class are determined through a mean-variance model to estimate 20-year returns for the plan.

Health care cost trend rate assumptions are not a significant input in the calculation of the amounts reported for the Company’s postretirement benefits plans. A one percentage-point change in assumed health care cost trend rates would have no significant effect on the total service and interest cost components or on the postretirement benefit obligation.

Consolidated pension plan assets relate primarily to the U.S. pension plan. The Company utilizes the services of independent third-party investment managers to oversee the management of U.S. pension plan assets.

The Company’s investment strategy is to invest plan assets in a diversified portfolio of domestic and international equity securities, fixed income securities and real estate and other alternative investments with the objective of generating long-term growth in plan assets at a reasonable level of risk. Prohibited investments for the U.S. pension plan include certain privately placed or other non-marketable debt instruments, letter stock, commodities or commodity contracts and derivatives of mortgage-backed securities, such as interest-only, principal-only or inverse floaters. The current target allocation percentages for the Company’s U.S. pension plan assets are 50% for equity securities and

F-50

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

real estate with an allowable deviation of plus or minus 8% and 50% for fixed income securities with an allowable deviation of plus or minus 8%.

The fair value of the Company’s pension plan assets by asset class are as follows:

	Year Ended November 26, 2017
Asset Class	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Cash and cash equivalents	$	1,164	$	1,164	$	—	$	—
Equity securities(1)
U.S. large cap		209,568		—		209,568		—
U.S. small cap		42,874		—		42,874		—
International		141,924		—		141,924		—
Fixed income securities(2)		463,617		—		463,617		—
Other alternative investments
Real estate(3)		69,546		—		69,546		—
Private equity(4)		764		—		—		764
Hedge fund(5)		14,934		—		14,934		—
Other(6)		4,315		—		4,315		—
Total investments at fair value	$	948,706	$	1,164	$	946,778	$	764

	Year Ended November 27, 2016
Asset Class	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Cash and cash equivalents	$	2,676	$	2,676	$	—	$	—
Equity securities(1)
U.S. large cap		190,811		—		190,811		—
U.S. small cap		37,434		—		37,434		—
International		144,241		—		144,241		—
Fixed income securities(2)		395,995		—		395,995		—
Other alternative investments
Real estate(3)		53,783		—		53,783		—
Private equity(4)		1,344		—		—		1,344
Hedge fund(5)		7,337		—		7,337		—
Other(6)		3,701		—		3,701		—
Total investments at fair value	$	837,322	$	2,676	$	833,302	$	1,344

(1) Primarily comprised of equity index funds that track various market indices.

(2) Predominantly includes bond index funds that invest in long-term U.S. government and investment grade corporate bonds.

F-51

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

(3) Primarily comprised of investments in U.S. Real Estate Investment Trusts.

(4) Represents holdings in a diversified portfolio of private equity funds and direct investments in companies located primarily in North America. Fair values are determined by investment fund managers using primarily unobservable market data.

(5) Primarily invested in a diversified portfolio of equities, bonds, alternatives and cash with a low tolerance for capital loss.

(6) Primarily relates to accounts held and managed by a third-party insurance company for employee-participants in Belgium. Fair values are based on accumulated plan contributions plus a contractually-guaranteed return plus a share of any incremental investment fund profits.

The fair value of plan assets are composed of U.S. plan assets of $775.9 million and non-U.S. plan assets of $172.8 million. The fair values of the substantial majority of the equity, fixed income and real estate investments are based on the net asset value of commingled trust funds that passively track various market indices.

The Company’s estimated future benefit payments to participants, which reflect expected future service, as appropriate are anticipated to be paid as follows:

	Pension Benefits		Postretirement Benefits		Total
	(Dollars in thousands)
2018	$	68,564	$	11,565	$	80,129
2019		66,263		11,037		77,300
2020		66,986		10,645		77,631
2021		67,966		10,187		78,153
2022		70,559		9,617		80,176
2023-2027		353,302		38,696		391,998

At November 26, 2017, the Company’s contributions to its pension plans in 2018 were estimated to be approximately $94.7 million.

NOTE 9: EMPLOYEE INVESTMENT PLANS

The Company’s Employee Savings and Investment Plan (“ESIP”) is a qualified plan that covers eligible home office employees. The Company matches 125% of ESIP participant’s contributions to all funds maintained under the qualified plan up to the first 6.0% of eligible compensation. Total amounts charged to expense for the Company’s employee investment plans for the years ended November 26, 2017 and November 27, 2016 were $13.4 million and $12.0 million, respectively.

NOTE 10: EMPLOYEE INCENTIVE COMPENSATION PLANS

Annual Incentive Plan

The Annual Incentive Plan (“AIP”) provides a cash bonus that is earned based upon the Company’s business unit and consolidated financial results as measured against pre-established internal targets and upon the performance and job level of the individual. Total amounts charged to expense for this plan for the years ended November 26, 2017 and November 27, 2016 were $88.0 million and $68.3 million, respectively. Total amounts accrued for this plan as of November 26,

F-52

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

2017 and November 27, 2016 were $85.4 million and $68.5 million, respectively. The increase in the amounts charged to expense and liability balance in comparison to prior year reflects improved achievement against the internal targets.

Long-Term Incentive Plans

2016 Equity Incentive Plan (“EIP”).    In July 2006, the Company’s Board of Directors adopted, and the stockholders approved, the EIP. The EIP was subsequently amended in 2011 and 2014 and then amended and restated by the Company’s Board of Directors and approved by the stockholders in April 2016. For more information on this plan, see Note 11.

Cash Long-Term Incentive Plan (“LTIP”).    The Company established a long-term cash incentive plan effective at the beginning of 2005. In 2017, this program was replaced by cash-settled phantom restricted stock units. Refer to Note 11 for more information. Executive officers are not participants in this plan. Performance will be measured at the end of a three-year period based on the Company’s performance against the following pre-established targets: (i) the target compound annual growth rate in the Company’s net revenues over the three-year period; (ii) the Company’s average margin of net earnings over the three-year period adjusted for certain items such as interest and taxes and total stockholder return over the three-year period relative to an expanded peer group. Awards will be paid out in the quarter following the end of the three-year period based on Company performance against the pre-established targets.

The Company recorded expense for the LTIP of $4.5 million, and $4.9 million for the years ended November 26, 2017 and November 27, 2016, respectively. As of November 26, 2017 and November 27, 2016, the Company had accrued a total of $10.6 million and $10.2 million, respectively, for the LTIP.

NOTE 11: STOCK-BASED INCENTIVE COMPENSATION PLANS

The Company recognized stock-based compensation expense of $57.1 million and $20.3 million, and related income tax benefits of $22.0 million and $7.8 million, respectively, for the years ended November 26, 2017 and November 27, 2016, respectively. As of November 26, 2017, there was $48.1 million of total unrecognized compensation cost related to unvested equity and liability awards, which cost is expected to be recognized over a weighted-average period of 1.76 years. No stock-based compensation cost has been capitalized in the accompanying consolidated financial statements.

For the year ended November 26, 2017, the Company’s results include an out-of-period adjustment, which increased selling, general and administrative expenses by approximately $8.3 million and decreased net income by $5.1 million. This item, which originated in prior years, relates to the correction of the periods used for the recognition of stock-based compensation expense associated with employees eligible to vest awards after retirement.

2016 Equity Incentive Plan

Under the Company’s EIP, a variety of stock awards, including stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights (“SARs”) and cash or equity settled awards may be granted. The aggregate number of shares of common stock authorized for issuance under the EIP is 8,000,000 shares. At November 26, 2017, the number of shares available for issuance is 3,253,994 shares.

F-53

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

Under the EIP, stock awards have a maximum contractual term of seven years and generally must have an exercise price at least equal to the fair market value of the Company’s common stock on the grant date. Awards generally vest according to terms determined at the time of grant, or as otherwise determined by the Company’s Board of Directors in its discretion.

Upon the exercise of a stock-settled SAR, the participant will receive shares of common stock. The number of shares of common stock issued per SAR unit exercised is equal to (i) the excess of the per-share fair market value of the Company’s common stock on the date of exercise over the exercise price of the SAR, divided by (ii) the per-share fair market value of the Company’s common stock on the date of exercise.

Effective 2017, stock-settled RSUs which include service or performance conditions were issued to certain employees. Each recipient’s vested RSUs are converted to a share of common stock within 30 days of vesting. These RSUs do not have “dividend equivalent rights”.

Non-employee members of the Company’s Board of Directors receive RSUs annually. Each recipient’s vested RSUs are converted to a share of common stock six months after their discontinuation of service with the Company. The RSUs additionally have “dividend equivalent rights” of which dividends paid by the Company on its common stock are credited by the equivalent addition of RSUs.

Shares of common stock will be issued from the Company’s authorized but unissued shares and are subject to the Stockholders Agreement that governs all shares.

Shares of common stock issued under the EIP contain certain repurchase rights, which may be exercised only with respect to shares of the Company’s common stock that have been held by a participant for at least six months following their issuance date. The holder is exposed to the risk and rewards of ownership for a reasonable period of time. Accordingly, the SARs and RSUs are classified as equity awards. Stock-based awards settled in cash are classified as liability awards and based on expected vesting, included as a components of “Accrued salaries, wages and employee benefits” or “Other long-term liabilities” on the accompanying consolidated balance sheets.

Temporary equity.    Equity-classified stock-based awards that may be settled in cash at the option of the holder are presented on the balance sheet outside of permanent equity. Accordingly, “temporary equity” on the accompanying consolidated balance sheets includes the redemption value of these awards generally related to the elapsed service period since the grant date reflecting patterns of compensation cost recognition, as well as the fair value of the common stock issued pursuant to the EIP. The increase in temporary equity from the year ended November 27, 2016 to November 26, 2017 was primarily due to an appreciation in the fair value of the Company’s common stock price and additional compensation cost recognition for awards.

Equity Awards

SARs.    The Company grants SARs, which include service or performance conditions, to a small group of the Company’s senior executives. SARs with service conditions (“Service SARs”) vest from three-and-a-half to four years, and have maximum contractual lives of seven years. SARs with performance conditions (“Performance SARs”) vest at varying unit amounts, up to 150% of those

F-54

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

awarded, based on the attainment of certain three-year cumulative performance goals and have maximum contractual lives of seven years. The Company did not grant Performance SARs in 2017. SARs activity during the year ended November 26, 2017 was as follows:

	Service SARs									Performance-based SARs
	Units			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value		Units			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
	(Units and dollars in thousands)
Outstanding at November 27, 2016		3,102		$	49.35		3.9				1,202		$	60.68		5.0
Granted		234			69.00						—			—
Exercised		(806	)		38.80						(56	)		58.75
Forfeited		—			—						—			—
Expired		—			—						—			—
Canceled, performance condition not met		—			—						(67	)		64.76
Outstanding at November 26, 2017		2,530		$	54.52		3.5				1,079		$	60.52		4.1
Vested and expected to vest at November 26, 2017		2,502		$	54.38		3.5	$	75,358		1,082		$	60.80		4.0	$	25,632
Exercisable at November 26, 2017		1,788		$	49.47		2.8	$	62,634		408		$	49.67		2.6	$	14,195

The aggregate intrinsic values are calculated as the difference between the exercise price of the underlying SARs and the fair value of the Company’s common stock that were in-the-money at that date.

	November 26, 2017		November 27, 2016
	(Dollars in thousands)
Aggregate intrinsic value of Service SARs exercised during the year	$	25,572	$	1,443
Aggregate intrinsic value of Performance SARs exercised during the year	$	883	$	986

Unrecognized future compensation costs as of November 26, 2017 of $5.9 million for Service SARs and $1.8 million for Performance SARs are expected to be recognized over weighted-average periods of 2.13 years and 1.08 years, respectively. The Company believes it is probable that the performance-based SARs will vest.

The weighted-average grant date fair value of SARs was estimated using the Black-Scholes option valuation model, unless the awards were subject to market conditions, in which case the Company utilized the Monte Carlo simulation model. The weighted-average grant date fair values and

F-55

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

corresponding weighted-average assumptions used in the Black-Scholes option valuation model were as follows:

	Service SARs Granted						Performance SARs Granted
	2017			2016			2016
Weighted-average grant date fair value	$	16.13		$	15.74		$	15.94
Weighted-average assumptions:
Expected life (in years)		4.9			4.8			5.0
Expected volatility		32.5	%		36.4	%		36.3	%
Risk-free interest rate		1.9	%		1.1	%		1.1	%
Expected dividend		2.7	%		2.5	%		2.5	%

The weighted-average grant date fair value of SARs subject to market conditions was estimated using a Monte Carlo simulation model. The weighted-average grant date fair values and corresponding weighted-average assumptions used in the model were as follows:

	Performance SARs Granted
	2016
Weighted-average grant date fair value	$	20.56
Weighted-average assumptions:
Expected life (in years)		4.8
Expected volatility		36.5	%
Risk-free interest rate		1.5	%
Expected dividend		2.6	%

Service and Performance RSUs.    The Company grants RSUs, which include service or performance conditions, to a small group of the Company’s senior executives. RSUs with service conditions (“Service RSUs”) vest in three years. RSUs with performance conditions (“Performance RSUs”) vest at varying unit amounts, up to 200% of those awarded, based on the attainment of certain three-year cumulative performance goals. Service and Performance RSU activity during the year ended November 26, 2017 was as follows:

	Service RSUs						Performance RSUs
	Units		Weighted- Average Fair Value		Weighted- Average Remaining Contractual Life (Years)		Units		Weighted- Average Fair Value		Weighted- Average Remaining Contractual Life (Years)
	(Units in thousands)
Outstanding at November 27, 2016		—	$	—				—	$	—
Granted		55		69.00				109		69.00
Vested		—		—				—		—
Forfeited		—		—				—		—
Expired		—		—				—		—
Outstanding at November 26, 2017		55	$	69.00		2.4		109	$	69.00		2.4

F-56

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

Unrecognized future compensation cost as of November 26, 2017 of $1.3 million for Service RSUs and $2.9 million for Performance RSUs are expected to be recognized over a weighted-average period of 1.55 years and 1.55 years, respectively.

The Company estimated the grant date fair value of Service and Performance RSUs using factors including the most recent valuation conducted by a third-party valuation firm, unless the awards were subject to market conditions, in which case it utilized the Monte Carlo simulation model. The weighted-average grant date fair value for both Service RSUs and Performance RSUs granted without a market condition during 2017 was $64.86. The weighted-average grant date fair value and corresponding weighted-average assumptions used in the Monte Carlo valuation model were as follows:

	Performance RSU Granted
	2017
Weighted-average grant date fair value	$	82.33
Weighted-average assumptions:
Expected life (in years)		3.0
Expected volatility		33.5	%
Risk-free interest rate		1.4	%
Expected dividend		2.7	%

RSUs to the Board of Directors.    The Company grants RSUs to certain members of its Board of Directors (“Board RSUs”). The total fair value of Board RSUs granted to during the year ended November 26, 2017 of $1.6 million was estimated using the fair value of the Company’s common stock. The total fair value of RSUs outstanding, vested and expected to vest as of November 26, 2017 was $6.5 million.

Board RSUs vest in a series of three equal installments at thirteen months, twenty-four months and thirty-six months following the date of grant. However, if the recipient’s continuous service terminates for a reason other than cause after the first vesting installment, but prior to full vesting, then the remaining unvested portion of the award becomes fully vested as of the date of such termination.

Liability Awards

The Company grants cash settled phantom restricted stock units, which include service or performance conditions, to select levels of the Company’s management. Upon vesting of a phantom restricted stock unit, the participant will receive a cash payout in an amount equal to the vested units multiplied by the fair value of the Company’s common stock at the end of the service or performance period.

Phantom restricted stock units with service conditions (“Phantom Service RSUs”) granted during 2017 vest in three years. For Phantom Service RSUs prior to 2017, the actual number of Phantom Service RSUs to vest is subject to a minimum and maximum, based on the fair value of the common stock at the end of the three-year performance period. Phantom restricted stock units with performance conditions (“Phantom Performance RSUs”) vest at varying unit amounts, up to 200% of those awarded, based on attainment of certain three-year cumulative performance goals.

F-57

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

Liability award activity during the year ended November 26, 2017 was as follows:

	Phantom Service RSUs							Phantom Performance RSUs
	Units			Weighted- Average Fair Value		Weighted- Average Fair Value At Period End		Units			Weighted- Average Fair Value		Weighted- Average Fair Value At Period End
Outstanding at November 27, 2016		639		$	65.92	$	67.00		—		$	—	$	—
Granted		407			69.75				113			69.28
Vested		(134	)		64.53				—			—
Performance adjustment		74			67.34				—			—
Forfeited		(111	)		67.09				(9	)		69.00
Outstanding at November 26, 2017		875		$	67.88	$	84.50		104		$	69.30	$	84.50
Expected to vest at November 26, 2017		785		$	67.94	$	84.50		88		$	69.28	$	84.50

The total fair value of Phantom Service RSU awards vested during 2017 and 2016 was $9.2 million and $15.8 million. The weighted-average fair value of Phantom Service RSUs at the grant date was estimated based on the fair value of the Company’s common stock. The Company accrued for $41.0 million of Phantom Service RSUs and Phantom Performance RSUs as of November 26, 2017.

Unrecognized future compensation cost as of November 26, 2017 of $31.0 million for Phantom Service RSUs and $5.4 million for Phantom Performance RSUs are expected to be recognized over a weighted-average period of 1.71 years and 2.03 years, respectively. The Company believes it is probable that the liability awards will vest.

NOTE 12: LONG-TERM EMPLOYEE RELATED BENEFITS

Long-term employee-related benefit liabilities primarily consist of the Company’s liabilities for its deferred compensation plans.

Deferred compensation plan for executives and outside directors, established January 1, 2003.    The Company has a non-qualified deferred compensation plan for executives and outside directors that was established on January 1, 2003 and amended thereafter. The deferred compensation plan obligations are payable in cash upon retirement, termination of employment and/or certain other times in a lump-sum distribution or in installments, as elected by the participant in accordance with the plan. As of November 26, 2017 and November 27, 2016, these plan liabilities totaled $29.4 million and $23.6 million. The Company held funds of approximately $31.1 million and $27.1 million in an irrevocable grantor’s rabbi trust as of November 26, 2017 and November 27, 2016, respectively, related to this plan. Rabbi trust assets are classified as available-for-sale marketable securities and are included in “Other current assets” or “Other non-current assets” on the Company’s consolidated balance sheets. Unrealized gains and losses on these marketable securities are reported as a separate component of stockholders’ equity and included in AOCI on the Company’s consolidated balance sheets.

Deferred compensation plan for executives, prior to January 1, 2003.    The Company also maintains a non-qualified deferred compensation plan for certain management employees relating to

F-58

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

compensation deferrals for the period prior to January 1, 2003. The rabbi trust is not a feature of this plan. As of November 26, 2017 and November 27, 2016, liabilities for this plan totaled $31.8 million and $32.2 million, respectively.

Interest earned by the participants in deferred compensation plans was $8.1 million and $2.5 million for the years ended November 26, 2017 and November 27, 2016, respectively. The charges were included in “interest expense” in the Company’s consolidated statements of income.

NOTE 13: RESTRUCTURING

In 2016, the Company completed a global productivity initiative designed to streamline operations and fuel long-term profitable growth. The Company does not anticipate any significant additional costs associated with the global productivity initiative.

For the year ended November 27, 2016, the Company recognized net restructuring charges of $0.3 million, and related charges of $7.2 million. The net restructuring charges were recorded in “Restructuring, net” in the Company’s consolidated statements of income. The related charges, which consist primarily of consulting fees for the Company’s centrally-led cost-savings, productivity projects and transition-related projects, represented costs incurred associated with ongoing operations and thus were recorded in “Selling, general and administrative expenses” in the Company’s consolidated statements of income.

NOTE 14: COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

The Company is obligated under operating leases for manufacturing, finishing and distribution facilities, office space, retail stores and equipment. At November 26, 2017, obligations for future minimum payments under operating leases were as follows:

	(Dollars in thousands)
2018	$	185,160
2019		146,726
2020		122,634
2021		98,537
2022		78,540
Thereafter		220,460
Total future minimum lease payments	$	852,057

In general, leases relating to real estate may include renewal options of various length. The San Francisco headquarters office lease contains multiple renewal options of up to 57 years. Rental expense for the years ended November 26, 2017 and November 27, 2016 was $220.2 million and $204.6 million, respectively.

Forward Foreign Exchange Contracts

The Company uses over-the-counter derivative instruments to manage its exposure to foreign currencies. The Company is exposed to credit loss in the event of nonperformance by the

F-59

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

counterparties to the forward foreign exchange contracts. However, the Company believes that its exposures are appropriately diversified across counterparties and that these counterparties are creditworthy financial institutions. See Note 5 for additional information.

Other Contingencies

Litigation.    In the ordinary course of business, the Company has various pending cases involving contractual matters, facility and employee-related matters, distribution matters, product liability claims, trademark infringement and other matters. The Company does not believe any of these pending legal proceedings will have a material impact on its financial condition, results of operations or cash flows.

NOTE 15: DIVIDEND

The Company paid cash dividends totaling $70 million on our common stock in two $35 million installments in the second and fourth quarters of 2017, and cash dividends of $60 million in the second quarter of 2016. Subsequent to the Company’s year end, the Company’s Board of Directors declared a cash dividend of $90 million, payable in two $45 million installments. The Company expects to pay the first installment in the first quarter of 2018 and the second installment in the fourth quarter of 2018.

The Company does not have an established annual dividend policy. The Company will continue to review its ability to pay cash dividends at least annually, and dividends may be declared at the discretion of the Company’s Board of Directors depending upon, among other factors, the Company’s financial condition and compliance with the terms of the Company’s debt agreements.

NOTE 16: ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive income (loss) is summarized below:

	Levi Strauss & Co.															Noncontrolling Interest
	Pension and Postretirement Benefits			Translation Adjustments						Unrealized Gain (Loss) on Marketable Securities
				Net Investment Hedges			Foreign Currency Translation						Total			Foreign Currency Translation		Totals
	(Dollars in thousands)
Accumulated other comprehensive (loss) income at November 29, 2015	$	(236,340	)	$	(18,247	)	$	(126,359	)	$	1,880		$	(379,066	)	$	8,965	$	(370,101	)
Gross changes		(22,925	)		(829	)		(30,848	)		143			(54,459	)		468		(53,991	)
Tax		7,238			319			(1,291	)		(55	)		6,211			—		6,211
Other comprehensive (loss) income, net of tax		(15,687	)		(510	)		(32,139	)		88			(48,248	)		468		(47,780	)
Accumulated other comprehensive (loss) income at November 27, 2016		(252,027	)		(18,757	)		(158,498	)		1,968			(427,314	)		9,433		(417,881	)
Gross changes		30,125			(59,945	)		40,151			3,379			13,710			105		13,815

F-60

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

	Levi Strauss & Co.															Noncontrolling Interest
	Pension and Postretirement Benefits			Translation Adjustments						Unrealized Gain (Loss) on Marketable Securities
				Net Investment Hedges			Foreign Currency Translation						Total			Foreign Currency Translation		Totals
	(Dollars in thousands)
Tax		(10,279	)		23,084			(2,283	)		(1,299	)		9,223			—		9,223
Other comprehensive (loss) income, net of tax		19,846			(36,861	)		37,868			2,080			22,933			105		23,038
Accumulated other comprehensive (loss) income at November 26, 2017	$	(232,181	)	$	(55,618	)	$	(120,630	)	$	4,048		$	(404,381	)	$	9,538	$	(394,843	)

No material amounts were reclassified out of “Accumulated other comprehensive loss” into net income other than those that pertain to the Company’s pension and postretirement benefit plans. See Note 8 for additional information. These amounts are included in “Selling, general and administrative expenses” in the Company’s consolidated statements of income.

NOTE 17: OTHER INCOME (EXPENSE), NET

The following table summarizes significant components of “Other income (expense), net”:

	Year Ended
	November 26, 2017			November 27, 2016
	(Dollars in thousands)
Foreign exchange management gains (losses)(1)	$	(41,167	)	$	15,860
Foreign currency transaction (losses) gains(2)		7,853			(7,166	)
Interest income		3,380			1,376
Investment income		629			976
Other(3)		2,313			7,177
Total other income (expense), net	$	(26,992	)	$	18,223

(1) Gains and losses on forward foreign exchange contracts primarily result from currency fluctuations relative to negotiated contract rates. Losses in 2017 were primarily due to unfavorable currency fluctuations relative to negotiated contract rates on positions to sell the Mexican Peso, the Euro and the British Pound. Gains in 2016 were primarily due to favorable currency fluctuations relative to negotiated contract rates on positions to sell the Mexican Peso.

(2) Foreign currency transaction gains and losses reflect the impact of foreign currency fluctuation on the Company’s foreign currency denominated balances. Gains in 2017 were primarily due to the strengthening of the Mexican Peso and Euro against the US dollar. Losses in 2016 were primarily due to the weakening of various currencies against the U.S. Dollar.

(3) Income in 2016 principally relates to business insurance recoveries.

F-61

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

NOTE 18: INCOME TAXES

The Company’s income tax expense was $64.2 million and $116.1 million and the Company’s effective income tax rate was 18.4% and 28.5% for the years ended November 26, 2017 and November 27, 2016, respectively.

Subsequent to November 26, 2017, the Tax Cuts and Jobs Act was enacted, and includes, among other items, a reduction in the federal corporate income tax rate from 35% to 21% and a deemed repatriation of foreign earnings. See Note 23 for more information.

The decrease in the effective tax rate in 2017 as compared to 2016 was primarily due to additional net foreign tax credits from repatriations from foreign operations as compared to 2016 and release of valuation allowances on deferred tax assets of foreign subsidiaries, primarily Japan.

The Company’s income tax expense differed from the amount computed by applying the U.S. federal statutory income tax rate of 35% to income before income taxes as follows:

	Year Ended
	November 26, 2017					November 27, 2016
	(Dollars in thousands)
Income tax expense at U.S. federal statutory rate	$	122,073		35.0	%	$	142,541		35.0	%
State income taxes, net of U.S. federal impact		7,598		2.2	%		6,943		1.7	%
Change in valuation allowance		(9,624	)	(2.8	)%		—		—
Impact of foreign operations		(50,650	)	(14.5	)%		(28,727	)	(7.1	)%
Reassessment of tax liabilities		(5,553	)	(1.6	)%		(2,387	)	(0.6	)%
Deduction related to subsidiaries		—		—			(6,788	)	(1.7	)%
Other, including non-deductible expenses		381		0.1	%		4,469		1.2	%
Total	$	64,225		18.4	%	$	116,051		28.5	%

Impact of foreign operations.    The tax rate benefit is due to $32.0 million impact resulting from a favorable mix of earnings in jurisdictions with lower effective tax rates and $18.6 million from repatriation of foreign earnings in 2017. The tax rate benefit in 2016 is primarily due to a favorable mix of earnings in jurisdictions with lower effective tax rates.

Release of Valuation Allowance.    The $9.6 million tax benefit in 2017 is primarily due to the release of valuation allowances on deferred tax assets of certain foreign subsidiaries, primarily in Japan where management concluded that it is more likely than not that such assets will be realized.

Reassessment of tax liabilities.    The $5.6 million tax benefit is primarily attributable to the remeasurement of a tax position and the lapse of statutes of limitations in various jurisdictions in 2017. The $2.4 million tax benefit is primarily attributable to the lapse of statutes of limitations in various jurisdictions in 2016.

Deduction related to subsidiaries.    In 2016, the $6.8 million benefit is primarily related to a discrete tax benefit attributable to deductions for worthless debts in a consolidated subsidiary.

F-62

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

The U.S. and foreign components of income before income taxes were as follows:

	Year Ended
	November 26, 2017		November 27, 2016
	(Dollars in thousands)
Domestic	$	67,407	$	189,478
Foreign		281,374		217,782
Total income before income taxes	$	348,781	$	407,260

Income tax expense consisted of the following:

	Year Ended
	November 26, 2017			November 27, 2016
	(Dollars in thousands)
U.S. Federal
Current	$	7,936		$	7,122
Deferred		1,240			66,840
	$	9,176		$	73,962
U.S. State
Current	$	3,441		$	2,097
Deferred		4,157			4,846
	$	7,598		$	6,943
Foreign
Current	$	53,334		$	40,754
Deferred		(5,883	)		(5,608	)
	$	47,451		$	35,146
Consolidated
Current	$	64,711		$	49,973
Deferred		(486	)		66,078
Total income tax expense	$	64,225		$	116,051

F-63

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

Deferred Tax Assets and Liabilities

The Company’s deferred tax assets and deferred tax liabilities were as follows:

	November 26, 2017			November 27, 2016
	(Dollars in thousands)
Deferred tax assets
Foreign tax credit carryforwards	$	123,593		$	92,845
State net operating loss carryforwards		8,302			8,721
Foreign net operating loss carryforwards		59,157			85,095
Employee compensation and benefit plans		214,798			247,235
Advance royalties		46,757			58,633
Accrued liabilities		29,169			28,680
Sales returns and allowances		39,030			29,338
Inventory		19,553			14,272
Property, plant and equipment		8,826			6,971
Unrealized foreign exchange gains or losses		23,058			—
Other		1,069			14,472
Total gross deferred tax assets		573,312			586,262
Less: Valuation allowance		(38,692	)		(68,212	)
Deferred tax assets, net of valuation allowance		534,620			518,050
Total net deferred tax assets	$	534,620		$	518,050

Foreign tax credit carryforwards.    The foreign tax credit carryforwards at November 26, 2017, are subject to expiration through 2023 if not utilized.

Foreign net operating loss carryforwards.    As of November 26, 2017, the Company had a deferred tax asset of $59.2 million for foreign net operating loss carryforwards of $213.7 million. Approximately $111.9 million of these operating losses are subject to expiration through 2026. The remaining $101.8 million are available as indefinite carryforwards under applicable tax law.

Valuation Allowance.    The following table details the changes in valuation allowance during the year ended November 26, 2017:

	Valuation Allowance at November 27, 2016		Changes in Related Gross Deferred Tax Asset			Change/ (Release)			Valuation Allowance at November 26, 2017
	(Dollars in thousands)
U.S. state net operating loss carryforwards	$	1,720	$	(200	)	$	—		$	1,520
Foreign net operating loss carryforwards and other foreign deferred tax assets		66,492		(10,019	)		(19,301	)		37,172
	$	68,212	$	(10,219	)	$	(19,301	)	$	38,692

At November 26, 2017, the Company’s valuation allowance primarily related to its gross deferred tax assets for state and foreign net operating loss carryforwards, which reduced such assets to the

F-64

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

amount that will more likely than not be realized. The $19.3 million release during 2017 was attributable to the release of valuation allowances on deferred tax assets, primarily in Japan and Sweden.

Unremitted earnings of certain foreign subsidiaries.    For the year ended November 26, 2017, management asserted indefinite reinvestment on $264 million of undistributed foreign earnings, as management determined that this amount is required to meet ongoing working capital needs in certain foreign subsidiaries; no U.S. income taxes have been provided for such earnings. This is an increase versus the prior year which reflects management’s broader approach considering the realignment of the foreign subsidiary ownership structure. If the Company were to repatriate such foreign earnings to the United States, the deferred tax liability associated with such earnings would have been approximately $70 million.

Uncertain Income Tax Positions

As of November 26, 2017, the Company’s total gross amount of unrecognized tax benefits was $33.8 million, of which $28.1 million could impact the effective tax rate, if recognized, as compared to November 27, 2016, when the Company’s total gross amount of unrecognized tax benefits was $29.1 million, of which $21.7 million could have impacted the effective tax rate, if recognized.

The following table reflects the changes to the Company’s unrecognized tax benefits for the year ended November 26, 2017 and November 27, 2016:

	November 26, 2017			November 27, 2016
	(Dollars in thousands)
Unrecognized tax benefits beginning balance	$	29,053		$	32,704
Increases related to current year tax positions		4,779			1,970
Increases related to tax positions from prior years		5,625			45
Decreases related to tax positions from prior years		(4,050	)		(584	)
Settlement with tax authorities		—			—
Lapses of statutes of limitation		(1,956	)		(4,266	)
Other, including foreign currency translation		335			(816	)
Unrecognized tax benefits ending balance	$	33,786		$	29,053

The Company believes that it is reasonably possible that unrecognized tax benefits could decrease within the next twelve months by as much as $2.4 million due to the lapse of statutes of limitations.

As of November 26, 2017, and November 27, 2016, accrued interest and penalties primarily relating to non-U.S. jurisdictions were $2.5 million and $4.1 million, respectively.

The Company files income tax returns in the United States and in various foreign (including Belgium, Hong Kong and Mexico), state and local jurisdictions. With few exceptions, examinations have been completed by tax authorities or the statute of limitations has expired for United States federal, foreign, state and local income tax returns filed by the Company for years through 2008.

F-65

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

NOTE 19: EARNINGS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Basic earnings per share attributable to common stockholders is calculated by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share attributable to common stockholders adjusts the basic earnings per share attributable to common stockholders and the weighted-average number of common shares outstanding for the potentially dilutive impact of restricted stock units and stock appreciation rights using the treasury stock method. The following table sets forth the computation of our basic and diluted earnings per share as follows:

	Year Ended
	November 26, 2017		November 27, 2016
	(Dollars in thousands, except per share amounts)
Numerator:
Net income attributable to Levi Strauss & Co.	$	281,403	$	291,052
Denominator:
Weighted-average common shares outstanding—basic		37,617,735		37,514,156
Dilutive effect of stock awards		816,098		771,139
Weighted-average common shares outstanding—diluted		38,433,833		38,285,294
Earnings per common share attributable to common stockholders:
Basic	$	7.48	$	7.76
Diluted	$	7.32	$	7.60
Anti-dilutive securities excluded from the calculation of diluted earnings per share attributable to common stockholders		697,282		719,600

NOTE 20: RELATED PARTIES

Charles V. Bergh, President and Chief Executive Officer, Peter E. Haas Jr., a director of the Company, Kelly McGinnis, Senior Vice President of Corporate Affairs and Chief Communications Officer, and Elizabeth O’Neill, Senior Vice President and Chief Supply Chain Officer, are board members of the Levi Strauss Foundation, which is not a consolidated entity of the Company. Seth R. Jaffe, Senior Vice President and General Counsel, is Vice President of the Levi Strauss Foundation. During 2017 and 2016, the Company donated $7.3 million and $6.9 million, respectively, to the Levi Strauss Foundation.

NOTE 21: BUSINESS SEGMENT INFORMATION

The Company manages its business according to three regional segments: the Americas, Europe and Asia. The Company considers its chief executive officer to be the Company’s chief operating decision maker. The Company’s chief operating decision maker manages business operations, evaluates performance and allocates resources based on the regional segments’ net revenues and operating income. The Company reports net trade receivables and inventories by segment as that information is used by the chief operating decision maker in assessing segment performance. The Company does not report its other assets by segment as that information is not used by the chief operating decision maker in assessing segment performance.

F-66

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

Effective as of the beginning of 2017, certain of the Company’s global expenses that support all regional segments, including global e-commerce infrastructure and global brand merchandising, marketing and design, previously recorded centrally in the Americas region segment and Corporate expenses, are now allocated to the three regional business segments, and reported in operating results. Business segment information for the prior-year periods have been revised to reflect the change in presentation.

Business segment information for the Company is as follows:

	Year Ended
	November 26, 2017			November 27, 2016
	(Dollars in thousands)
Net revenues:
Americas	$	2,774,050		$	2,683,008
Europe		1,312,276			1,091,362
Asia		817,704			778,369
Total net revenues	$	4,904,030		$	4,552,739
Operating income:
Americas(1)	$	529,310		$	507,802
Europe(2)		198,662			154,829
Asia		78,257			80,862
Regional operating income		806,229			743,493
Corporate:
Restructuring, net		—			313
Restructuring-related charges		—			7,195
Other corporate staff costs and expenses(3)		339,060			273,778
Corporate expenses		339,060			281,286
Total operating income		467,169			462,207
Interest expense		(68,603	)		(73,170	)
Loss on early extinguishment of debt		(22,793	)		—
Other income (expense), net		(26,992	)		18,223
Income before income taxes	$	348,781		$	407,260

(1) Included in Americas’ operating income for the year ended November 27, 2016 is the recognition of approximately $7.0 million benefit from resolution of a vendor dispute and related reversal of liabilities recorded in a prior period.

(2) Included in Europe’s operating income for the year ended November 27, 2016 is a gain of $6.1 million related to the sale-leaseback of the Company’s distribution center in the United Kingdom in the second quarter of 2016.

(3) Included in Corporate expenses for the year ended November 26, 2017 is the recognition of approximately $8.3 million of stock-based compensation expense related to prior periods, for the correction of the periods used for the recognition of expense associated with employees eligible to vest in awards after retirement.

F-67

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

	Year Ended
	November 26, 2017		November 27, 2016
	(Dollars in thousands)
Depreciation and amortization expense:
Americas	$	37,802	$	30,322
Europe		17,479		12,574
Asia		9,836		8,210
Corporate		52,270		52,772
Total depreciation and amortization expense	$	117,387	$	103,878

	November 26, 2017
	Americas		Europe		Asia		Unallocated		Consolidated Total
	(Dollars in thousands)
Assets:
Trade receivables, net	$	322,712	$	99,807	$	52,029	$	10,937	$	485,485
Inventories		402,151		162,391		118,852		76,002		759,396
All other assets		—		—		—		2,109,811		2,109,811
Total assets									$	3,354,692

	November 27, 2016
	Americas		Europe		Asia		Unallocated		Consolidated Total
	(Dollars in thousands)
Assets:
Trade receivables, net	$	326,211	$	94,106	$	46,510	$	12,191	$	479,018
Inventories		391,713		125,029		121,544		77,895		716,181
All other assets		—		—		—		1,791,897		1,791,897
Total assets									$	2,987,096

F-68

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

Geographic information for the Company was as follows:

	Year Ended
	November 26, 2017		November 27, 2016
	(Dollars in thousands)
Net revenues:
United States	$	2,347,860	$	2,302,668
Foreign countries		2,556,170		2,250,071
Total net revenues	$	4,904,030	$	4,552,739
Net deferred tax assets:
United States	$	450,270	$	444,295
Foreign countries		87,653		78,806
Total net deferred tax assets	$	537,923	$	523,101
Long-lived assets:
United States	$	312,656	$	311,358
Foreign countries		141,660		108,332
Total long-lived assets	$	454,316	$	419,690

NOTE 22: QUARTERLY FINANCIAL DATA (UNAUDITED)

Set forth below are the consolidated statements of operations for the first, second, third and fourth quarters of 2017 and 2016.

Year Ended November 26, 2017	First Quarter			Second Quarter			Third Quarter(1)			Fourth Quarter
	(Dollars in thousands)
Net revenues	$	1,101,991		$	1,067,855		$	1,268,391		$	1,465,793
Cost of goods sold		537,438			509,463			611,762			682,638
Gross profit		564,553			558,392			656,629			783,155
Selling, general and administrative expenses		456,213			495,741			510,309			633,297
Operating income		108,340			62,651			146,320			149,858
Interest expense		(19,934	)		(17,895	)		(14,476	)		(16,298	)
Loss on early extinguishment of debt		—			(22,793	)		—			—
Other income (expense), net		408			(18,087	)		(14,734	)		5,421
Income before income taxes		88,814			3,876			117,110			138,981
Income tax expense (benefit)		28,693			(13,847	)		27,631			21,748
Net income		60,121			17,723			89,479			117,233
Net loss (income) attributable to noncontrolling interest		22			(207	)		(1,487	)		(1,481	)
Net income attributable to Levi Strauss & Co.	$	60,143		$	17,516		$	87,992		$	115,752

(1) The third quarter of 2017 includes an out-of-period adjustment which increased selling, general and administrative expenses by approximately $9.5 million and decreased net income by

F-69

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

approximately $5.8 million. This item, which originated in prior years, relates to the correction of the periods used for the recognition of stock-based compensation expense associated with employees eligible to vest in awards after retirement.

Year Ended November 27, 2016	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(Dollars in thousands)
Net revenues	$	1,056,500		$	1,011,587		$	1,185,111		$	1,299,541
Cost of goods sold		496,902			494,389			592,305			640,131
Gross profit		559,598			517,198			592,806			659,410
Selling, general and administrative expenses		441,163			459,351			448,525			517,454
Restructuring, net		1,848			(191	)		(627	)		(718	)
Operating income		116,587			58,038			144,908			142,674
Interest expense		(14,902	)		(20,411	)		(19,170	)		(18,687	)
Other (expense) income, net		(2,219	)		4,295			4,679			11,468
Income before income taxes		99,466			41,922			130,417			135,455
Income tax expense		33,175			10,862			32,713			39,301
Net income		66,291			31,060			97,704			96,154
Net loss (income) attributable to noncontrolling interest		(455	)		(335	)		614			19
Net income attributable to Levi Strauss & Co.	$	65,836		$	30,725		$	98,318		$	96,173

NOTE 23: SUBSEQUENT EVENTS

We have evaluated subsequent events through February 7, 2018, which is the date the financial statements were available to be issued.

Subsequent to November 26, 2017, the Tax Cuts and Jobs Act was enacted in the United States, which includes, among other items, a reduction in the federal corporate income tax rate from 35% to 21% and a deemed repatriation of foreign earnings. The Company is in the process of evaluating the impact of the recently enacted law on its consolidated financial statements. The preliminary impact of these items, which only include the transitional impact and do not include estimates of the on-going impact of the lower U.S. statutory rate, is estimated to be in the range of $110 million to $160 million. The transition charge will be reflected in the financial statements for the fiscal quarter ending February 25, 2018. For more information on the Company’s income taxes, refer to Note 18.

Events subsequent to Original Issuance of Financial Statements (unaudited)

In connection with the reissuance of the financial statements, we have evaluated subsequent events through October 19, 2018, which is the date the financial statements were available to be issued.

As a result of the enactment of the Tax Cuts and Jobs Act, distributions to the United States by the Company’s foreign subsidiaries will not result in the incurrence of U.S. income taxes.

F-70

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)

FOR THE YEARS ENDED NOVEMBER 26, 2017 AND NOVEMBER 27, 2016

The Company’s Board of Directors declared a cash dividend of $90 million on January 30, 2018, payable in two $45 million installments. The Company paid the first and second installment on February 22, 2018 and October 18, 2018, respectively.

F-71

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

             Shares

Class A Common Stock

Goldman Sachs & Co. LLC

J.P. Morgan

BofA Merrill Lynch

Morgan Stanley

Evercore ISI

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of the Class A common stock being registered. All amounts shown are estimates except for the Securities and Exchange Commission, or the SEC, registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the exchange listing fee.

	Amount to be Paid
SEC registration fee	$	*
FINRA filing fee		*
Initial exchange listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent and registrar fees		*
Miscellaneous fees and expenses		*
Total	$	*

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers.

We are incorporated under the laws of the State of Delaware. Section 102 of the Delaware General Corporation Law, or the DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

As permitted by the DGCL, (A) our amended and restated certificate of incorporation will provide that we are authorized to indemnify our directors and officers (and any other persons whom applicable law permits) to the fullest extent permitted by Delaware law and (B) our amended and restated bylaws

II-1

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

will provide that: (1) we are required to indemnify our directors and executive officers to the fullest extent permitted by the DGCL; (2) we may, in our discretion, indemnify our other officers, employees and agents as set forth in the DGCL; (3) we are required, upon satisfaction of certain conditions, to advance all expenses incurred by our directors and executive officers in connection with certain legal proceedings; (4) the rights conferred in the amended and restated bylaws are not exclusive; (5) we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and (6) we may secure insurance on behalf of any director, officer, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law.

Our policy is to enter into agreements with our directors and executive officers that require us to indemnify them against expenses, judgments, fines, settlements and other amounts that any such person becomes legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of us or any of our affiliates, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, our best interests. These indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. At present, no litigation or proceeding is pending that involves any of our directors or officers regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

We maintain a directors’ and officers’ liability insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which we have lawfully indemnified the directors and officers. The policy contains various exclusions.

In addition, the underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, or otherwise.

See the undertakings set forth in response to Item 17 herein.

Item 15. Recent Sales of Unregistered Securities.

The following sets forth information regarding all unregistered securities issued by us since October 2015 through the date of the prospectus that is a part of this registration statement. All awards of stock appreciation rights, or SARs, restricted stock units, or RSUs, and performance restricted stock units, or PRSUs, described in this Item 15 were made under our 2016 Equity Incentive Plan, or EIP, and were granted under Section 4(a)(2) of the Securities Act, which generally provides an exemption from registration for transactions by an issuer not involving any public offering. We did not receive any proceeds from the issuance or vesting of any of these awards.

All SARs described in this Item 15 were granted with an exercise price, and all RSUs and PRSUs described in this Item 15 had an initial value, equal to the fair market value of our common stock, as determined under our EIP, on the date of grant. Upon the exercise of SARs, the recipient is entitled to receive shares of common stock with an aggregate fair market value equal to the excess of the per share fair market value of our common stock on the date of exercise over the exercise price, multiplied by the number of SARs exercised.

July 2018

On July 17, 2018, our board of directors approved an award of RSUs (representing an aggregate of 11,114 shares of common stock) to our non-employee directors as part of such directors’ annual compensation.

II-2

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

The RSUs were granted with the following vesting schedule: one-third vests on each of the 13, 24 and 36 month anniversary of the date of grant. On the vesting date of the RSUs, the recipient is entitled to receive one share of common stock for every RSU that vests. If the recipient’s service terminates (for reason other than cause) after the first vesting period, but prior to full vesting of the RSUs, then any unvested portion of the RSUs will fully vest as of the date of such termination. The RSUs include a deferral delivery feature, under which the recipient will not receive the vested award until six months following his or her cessation of service on our board of directors. For subsequent grants, recipients have the opportunity to make deferral elections regarding when shares of common stock are to be delivered in settlement of vested RSUs. If the recipient does not elect to defer the receipt of shares, then the RSUs are immediately converted into shares of common stock upon vesting. The RSUs have “dividend equivalent rights,” of which dividends paid by us on our common stock are credited by the equivalent addition of RSUs.

January 2018

On January 30, 2018, our board of directors approved an award of SARS (representing an aggregate of 194,604 shares of common stock), RSUs (representing an aggregate of 48,970 shares of common stock) and PRSUs (representing an aggregate of 97,947 shares of common stock at target performance levels and 195,894 shares of common stock at maximum performance levels) to certain of our executives.

The SARS and RSUs were granted with the following vesting schedule: 25% vests annually on the first, second, third and fourth anniversary of the date of grant. The PRSUs were granted with the following vesting schedule: (i) 50% vests to the extent we have achieved certain goals based on (a) our average earnings before interest and taxes, or Adjusted EBIT, excluding charitable contribution expense, margin percentage and (b) the compound annual growth rate, or CAGR, of our net revenues, each over fiscal years 2018, 2019 and 2020; and (ii) 50% vests based on our performance against a three-year market-related relative total stockholder return goal. Our board of directors will determine the extent to which these PRSU goals have been satisfied on or before March 1, 2021. On the vesting date of the RSUs and any earned PRSUs, the recipient is entitled to receive one share of common stock for every RSU and PRSU that vests.

July 2017

On July 19, 2017, our board of directors approved an award of RSUs (representing an aggregate of 19,204 shares of common stock) to our non-employee directors as part of such directors’ annual compensation.

The RSUs were granted with the following vesting schedule: one-third vests on each of the 13, 24 and 36 month anniversary of the date of grant. On the vesting date of the RSUs, the recipient is entitled to receive one share of common stock for every RSU that vests. After the recipient of vested RSUs has held the shares of common stock for six months, he or she may require us to repurchase, or we may require him or her to sell to us, such shares. If the recipient’s service terminates (for reason other than cause) after the first vesting period, but prior to full vesting of the RSUs, then any unvested portion of the RSUs will fully vest as of the date of such termination. The RSUs include a deferral delivery feature, under which the recipient will not receive the vested award until six months following his or her cessation of service on our board of directors. Recipients of RSUs receive additional grants as dividend equivalents.

February 2017

On February 1, 2017, our board of directors approved an award of SARs (representing an aggregate of 243,031 shares of common stock), RSUs (representing an aggregate of 54,705 shares of

II-3

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

common stock) and PRSUs (representing an aggregate of 109,415 shares of common stock at target performance levels and 218,830 shares of common stock at maximum performance levels) to certain of our executives.

The SARS were granted with the following vesting schedule: 25% vests annually on the first, second, third and fourth anniversary of the date of grant. The RSUs were granted with the following vesting schedule: 100% vests on the third anniversary of the date of grant. The PRSUs were granted with the following vesting schedule: (i) 50% vests to the extent we have achieved certain goals based on (a) our average Adjusted EBIT, excluding charitable contribution expense, margin percentage and (b) the CAGR of our net revenues, each over fiscal years 2017, 2018 and 2019; and (ii) 50% vests based on our performance against a three-year market-related relative total stockholder return goal. Our board of directors will determine the extent to which these PRSU goals have been satisfied on or before March 1, 2020. On the vesting date of the RSUs and any earned PRSUs, the recipient is entitled to receive one share of common stock for every RSU and PRSU that vests.

July 2016

On July 13, 2016, our board of directors approved an award of SARs (representing an aggregate of 177,455 shares of common stock at target performance levels and 212,946 shares of common stock at maximum performance levels) to certain of our executives and an award of RSUs (representing an aggregate of 21,652 shares of common stock) to our non-employee directors as part of such directors’ annual compensation.

The SARs were granted in two groups and are identical except as described below. SARs representing 106,473 shares of common stock were service-vested SARs and were granted with the following vesting schedule: 25% vests on the first anniversary of the date of grant, and 75% vests monthly over 36 months commencing on the month following such first anniversary. SARs representing 70,982 shares of common stock at target performance levels and 106,473 shares of common stock at maximum performance levels were performance-based SARs and were granted with the following vesting schedule: (i) 50% vests to the extent we have achieved certain goals based on (a) our average Adjusted EBIT, excluding charitable contribution expense, margin percentage and (b) the CAGR of our net revenues, each over fiscal years 2016, 2017 and 2018; and (ii) 50% vests based on our performance against a three-year market-related relative total stockholder return goal. Our board of directors will determine the extent to which these performance-based SAR goals have been satisfied on or before March 1, 2019.

The RSUs were granted with the following vesting schedule: one-third vests on each of the 13, 24 and 36 month anniversary of the date of grant. On the vesting date of the RSUs, the recipient is entitled to receive one share of common stock for every RSU that vests. If the recipient’s service terminates (for reason other than cause) after the first vesting period, but prior to full vesting of the RSUs, then any unvested portion of the RSUs will fully vest as of the date of such termination. The RSUs include a deferral delivery feature, under which the recipient will not receive the vested award until six months following his or her cessation of service on our board of directors. For subsequent grants, recipients have the opportunity to make deferral elections regarding when shares of common stock are to be delivered in settlement of vested RSUs. If the recipient does not elect to defer the receipt of shares, then the RSUs are immediately converted into shares of common stock upon vesting. The RSUs have “dividend equivalent rights,” of which dividends paid by us on our common stock are credited by the equivalent addition of RSUs.

February 2016

On February 9, 2016, our board of directors approved an award of SARs (representing an aggregate of 871,153 shares of common stock) to certain of our executives.

II-4

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

The SARs were granted in two groups and are identical except as described below. SARs representing 522,694 shares of common stock were service-vested SARs and were granted with the following vesting schedule: 25% vests on the first anniversary of the date of grant, and 75% vests monthly over 36 months commencing on the month following such first anniversary. SARs representing 348,459 shares of common stock were performance-based SARs and were granted with the following vesting schedule: (i) 50% of the award vests to the extent we have achieved certain goals based on (a) our average Adjusted EBIT, excluding charitable contribution expense, margin percentage and (b) the CAGR of our net revenues, each over fiscal years 2016, 2017 and 2018; and (ii) 50% vests based on our performance against a three-year market-related relative total stockholder return goal. Our board of directors will determine the extent to which these performance-based SAR goals have been satisfied on or before March 1, 2019. Upon the exercise of the SARs, the recipient is entitled to receive common stock with an aggregate fair market value equal to the excess of the per share fair market value of our common stock on the date of exercise over the exercise price, multiplied by the number of SARs exercised.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

The exhibits to this registration statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

(b) Financial Statement Schedules

Other than the “Valuation and Qualifying Accounts” schedule below, all schedules have been omitted because they are inapplicable, not required or the information is included in the Consolidated Financial Statements or Notes thereto.

	Levi Strauss & Co. and Subsidiaries Valuation and Qualifying Accounts
Allowance for Doubtful Accounts	Balance at Beginning of Period		Additions Charged to Expenses		Deductions(1)		Balance at End of Period
	(Dollars in thousands)
November 26, 2017	$	11,974	$	1,645	$	1,893	$	11,726
November 27, 2016	$	11,025	$	2,195	$	1,246	$	11,974
Sales Returns	Balance at Beginning of Period		Additions Charged to Net Sales		Deductions(1)		Balance at End of Period
	(Dollars in thousands)
November 26, 2017	$	36,457	$	211,741	$	200,797	$	47,401
November 27, 2016	$	34,021	$	195,718	$	193,282	$	36,457
Sales Discounts and Incentives	Balance at Beginning of Period		Additions Charged to Net Sales		Deductions(1)		Balance at End of Period
	(Dollars in thousands)
November 26, 2017	$	105,477	$	342,169	$	312,507	$	135,139
November 27, 2016	$	86,274	$	325,843	$	306,640	$	105,477

II-5

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Valuation Allowance Against Deferred Tax Assets	Balance at Beginning of Period		Charges/(Releases) to Tax Expense			(Additions)/Deductions		Balance at End of Period
	(Dollars in thousands)
November 26, 2017	$	68,212	$	(19,301	)	$	10,219	$	38,692
November 27, 2016	$	75,753	$	(2,514	)	$	5,027	$	68,212

(1) The charges to the accounts are for the purposes for which the allowances were created.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification by the registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) For the purpose of determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (a) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act; (b) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (c) the portion of any other free writing prospectus relating to the offering containing material

II-6

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (d) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-7

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

EXHIBIT INDEX

Exhibit Number	Description of Document
1.1*	Form of Underwriting Agreement
3.1**	Restated Certificate of Incorporation of the Registrant, as currently in effect
3.2*	Form of Amended and Restated Certificate of Incorporation of the Registrant, to be effective upon completion of this offering
3.3**	Amended and Restated Bylaws of the Registrant, as currently in effect
3.4*	Form of Amended and Restated Bylaws of the Registrant, to be effective upon completion of this offering
4.1*	Form of Class A common stock certificate of the Registrant
4.2**	Indenture relating to the 5.00% Senior Notes due 2025, dated April 27, 2015, between the Registrant and Wells Fargo, National Association, as trustee
4.3**	Indenture relating to the 3.375% Senior Notes due 2027, dated February 28, 2017, between the Registrant and Wells Fargo, National Association, as trustee
4.4*	Registration Rights Agreement, dated February 28, 2017, between the Registrant and Merrill Lynch International
4.5**	U.S. Security Agreement, dated September 30, 2011, by the Registrant and certain subsidiaries thereof in favor of JP Morgan Chase Bank, N.A.
4.6*	Registration Rights Agreement, dated                     , among the Registrant and the stockholders named therein
5.1*	Opinion of Cooley LLP
10.1	Stockholders Agreement, dated April 15, 1996, among LSAI Holding Corp. (predecessor of the Registrant) and the stockholders named therein
10.2	First Amendment to Stockholders Agreement, dated December 22, 2014
10.3	Amended and Restated 2016 Equity Incentive Plan
10.4**	Form of Stock Appreciation Right Grant Notice and Agreement under the 2016 Equity Incentive Plan
10.5**	Form of Restricted Stock Unit Award Grant Notice and Agreement under the 2016 Equity Incentive Plan
10.6**	Form of Performance Vested Restricted Stock Unit Award Grant Notice and Agreement under the 2016 Equity Incentive Plan
10.7*	2019 Equity Incentive Plan and forms of option agreement, option notice, exercise notice, restricted stock unit notice and restricted stock unit agreement thereunder
10.8*	2019 Employee Stock Purchase Plan
10.9**	Excess Benefit Restoration Plan
10.10	Supplemental Benefit Restoration Plan
10.11	First Amendment to Supplemental Benefit Restoration Plan
10.12	Severance Plan for the Worldwide Leadership Team, effective March 1, 2017
10.13	Annual Incentive Plan, effective November 25, 2013

II-8

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Exhibit Number	Description of Document
10.14	Amended and Restated Deferred Compensation Plan for Executives and Outside Directors, effective January 1, 2011
10.15	First Amendment to Amended and Restated Deferred Compensation Plan for Executives and Outside Directors, dated August 26, 2011
10.16	Rabbi Trust Agreement, effective January 1, 2003, between the Registrant and Boston Safe Deposit Trust Company
10.17	Employment Agreement, dated June 9, 2011, between the Registrant and Charles V. Bergh
10.18	Amendment to Employment Agreement, effective May 8, 2012, between the Registrant and Charles V. Bergh
10.19	Amendment to Employment Agreement, effective January 30, 2018, between the Registrant and Charles V. Bergh
10.20	Employment Offer Letter, dated April 29, 2016, between the Registrant and Roy Bagattini
10.21	Employment Offer Letter, dated July 18, 2013, and Extension of Assignment Letter, dated July 6, 2016, between the Registrant and Seth Ellison
10.22	Employment Offer Letter, dated September 19, 2016, between the Registrant and David Love
10.23	Employment Offer Letter, dated December 10, 2012, between the Registrant and Harmit Singh
10.24*	Form of Amended and Restated Indemnification Agreement, between the Registrant and each of its directors and executive officers
10.25	Lease, dated July 31, 1979, between the Registrant and Blue Jeans Equities West
10.26	Amendment to Lease, dated January 1, 1988, between the Registrant and Blue Jeans Equities West
10.27	Second Amendment to Lease, dated November 12, 2009, among the Registrant, Blue Jeans Equities West, Innsbruck LP and Plaza GB LP
10.28	Second Amended and Restated Credit Agreement, dated May 23, 2017, among the Registrant, Levi Strauss & Co. (Canada) Inc., certain other subsidiaries of the Registrant party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Multicurrency Administrative Agent, and the other financial institutions, agents and arrangers party thereto.
10.29	Master Services Agreement, dated November 7, 2014, between the Registrant and Wipro Limited
10.30	Exhibits to Master Services Agreement, between the Registrant and Wipro Limited
21.1**	Subsidiaries of the Registrant
23.1*	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
23.2*	Consent of Cooley LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)
99.1*	Consent of Joshua E. Prime

* To be filed in a subsequent amendment to this registration statement.

** Previously filed.

II-9

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California, on                 ,         .

LEVI STRAUSS & CO.
By:
	Charles V. Bergh President, Chief Executive Officer and Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles V. Bergh, Harmit Singh and Seth R. Jaffe, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Charles V. Bergh	President, Chief Executive Officer and Director (Principal Executive Officer)
Harmit Singh	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Gavin Brockett	Senior Vice President and Global Controller (Principal Accounting Officer)
Stephen C. Neal	Chairman of the Board of Directors
Troy Alstead	Director
Jill Beraud	Director
Robert A. Eckert	Director

II-10

Confidential Treatment Requested by Levi Strauss & Co.

Pursuant to 17 C.F.R. Section 200.83

Signature	Title	Date
Spencer C. Fleischer	Director
David A. Friedman	Director
Peter E. Haas Jr.	Director
Christopher J. McCormick	Director
Jenny Ming	Director
Patricia Salas Pineda	Director

II-11

EX-10.1

Exhibit 10.1

STOCKHOLDERS’ AGREEMENT

THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) dated as of April 15, 1996 is among LSAI HOLDING CORP., a Delaware corporation (the “Company”), and those parties listed as signatories hereto (together with such additional signatories as may be deemed added from time to time pursuant to Section 2.4 hereof, the “Stockholders”).

RECITALS

WHEREAS, the Stockholders are all currently holders of shares of Class L common stock, par value $0.10 (the “Class L Shares”), of Levi Strauss Associates Inc., a Delaware corporation (“LSAI”) and are parties to an agreement restricting transfers of those Class L Shares;

WHEREAS, each Stockholder is a party to a Stock Subscription Agreement (a “Stock Subscription Agreement”), in which such Stockholder has committed at the closing of the transactions contemplated thereby (the “Closing”) to purchase (the “Purchase”) shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) in an amount specified in the Stock Subscription Agreement and at a per share price of one Class L Share (all of the shares of such Common Stock issued and outstanding immediately following the Closing, together with any other shares of Common Stock or other capital stock entitling the record owner thereof to vote in elections of directors generally which are issued by the Company during the life of this Agreement to any holder who is, by the terms of this Agreement or otherwise required to subject such shares to this Agreement, the “Shares”);

WHEREAS, each Stockholder is, concurrently with the delivery of this Agreement, executing and delivering a voting trust agreement (the “Voting Trust Agreement”) to which all the shares of Common Stock outstanding immediately following the Closing will be subject, and pursuant to which all such shares together with certain additional shares of Common Stock and other securities specified in the Voting Trust Agreement will be represented by Voting Trust Certificates (“Voting Trust Certificates”) for as long as the Voting Trust Agreement is in effect;

WHEREAS, LSAI Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Acquisition”), the Company, and LSAI, have entered into an Agreement and Plan of Merger, dated as of February 8, 1996, providing, among other things, for the merger (the “Merger”) of Acquisition with and into LSAI;

WHEREAS, it is a condition precedent to the Purchase that all Stockholders participating therein enter into this Agreement and the Voting Trust Agreement, with the end result being that immediately following the Purchase all the outstanding shares of Common Stock shall be subject to this Agreement and the Voting Trust Agreement:

WHEREAS, the Stockholders and the Company believe that, in addition to the rights, restrictions and obligations created by the Voting Trust Agreement with respect to the voting of shares of Common Stock and the governance of the Company, additional rights, restrictions and obligations regarding the Shares, and the related Voting Trust Certificates, are reasonable and appropriate to provide for the long-term, stable and consistent ownership and governance of the Company, and are in the best interests of the Company and the Stockholders;

NOW, THEREFORE, in consideration of the premises and of the representations, warranties and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1

THE VOTING TRUST AGREEMENT

1.1    Shares; Voting Trust Certificates. (a) So long as the Voting Trust Agreement is in effect: (i) the trustee (the “Trustee”) of the voting trust (the “Voting Trust”) shall be the owners of record of all the Shares; (ii) a Stockholder’s beneficial ownership of Shares shall be evidenced, not by certificates of common stock, but by a Voting Trust Certificate; (iii) the Voting Trust Certificates shall represent both the beneficial ownership of the number of Shares specified therein and the participation of such Shares in the Voting Trust and (iv) any transfer of Voting Trust Certificates shall be deemed to effect a transfer of the Shares represented thereby , and any transfer of Shares shall be deemed to effect a transfer of any Voting Trust Certificate so representing.

(b)    It is understood that immediately following the Closing, all shares then outstanding will be subject to the Voting Trust Agreement (as well as this Agreement). The Company shall have the right to issue shares of Common Stock, whether treasury shares or newly issued shares, in any way and to any transferee that the Board approves, subject to the Company Certificate of Incorporation, By-Law , and to applicable law (a “Company Transfer”). Any transferee who is already a Stockholder shall be bound by this Agreement with respect to the shares received in such Company Transfer. All other transferees who receive shares in such a Company Transfer shall sign a Confirming Document pursuant to Section 2.4 hereof and thereby become Stockholders. Following the Closing, in the event the Voting Trust Agreement is no longer in effect but this Agreement remains in effect, it is possible that shares of Common Stock will be issued or outstanding which are “Shares” for purposes of this Agreement but are not subject to the Voting Trust Agreement and hence not represented by Voting Trust Certificates.

ARTICLE 2

RESTRICTIONS ON TRANSFER

2.1    No Transfers. Except as explicitly permitted by this Agreement, no Stockholder shall, directly or indirectly, sell, assign, give, pledge or encumber or otherwise transfer (each a “Transfer”), to any person or entity, any Share (or any related Voting Trust Certificates), during the term of this Agreement.

2.2    Permitted Transfers; Permitted Transferees. (a) So long as a Stockholder complies with the terms of this Agreement in its entirety, such Stockholder may:

(i)    Transfer Shares (together with any related Voting Trust Certificates) to (A) the spouse (or ex-spouse if the Transfer is pursuant to a marital dissolution order), any lineal ancestor, any lineal descendant or any adopted child (or a spouse of any of the foregoing) of such Stockholder (each a “Related Party”), or (B) if such Stockholder is a trust, to a Related Party of such trust’s grantor;

(ii)    Transfer Shares (together with any related Voting Trust Certificates) to (A) any lineal descendant or adopted child of or (B) any lineal descendent or adopted child of such lineal descendent or adopted child of, any of such Stockholder Related Parties (for example, a stepchild of a Stockholder) (collectively, “Other Related Parties”);

(iii)    Transfer Shares (together with any related Voting Trust Certificates) to a trust of which there are no beneficiaries other than (A) such Stockholder (the granter), (B) Related Parties of such Stockholder or (C) Other Related Parties of such Stockholder, provided that the Stockholder or the beneficiaries or the trustees of such a Trust have the power to act with respect to the Trust’s assets without obtaining court approval;

2

(iv)    Transfer Shares (together with any related Voting Trust Certificates) to any charitable organization which qualifies under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) including any transfer in trust for the benefit of such organization, provided that such charitable organization (A is controlled by either such Stockholder , a Related Party of such Stockholder or an Other Related Party of such Stockholder (“control” here meaning majority representation by such person on the board of directors, trustees or comparable governing body of such organization) or (B) has been approved by a majority of the members of the board of directors of the Company (the “Board”) present at a meeting of the Board at which a quorum is present;

(v)    Transfer Shares (together with any related Voting Trust Certificates) to (or in trust for the benefit of The San Francisco Foundation, The Marin Foundation, the Jewish Community Federation of San Francisco, the Peninsula, Marin and Sonoma Counties, the University of California at Berkeley, Stanford University and such other public charitable organizations which (A) qualify under Section 501(c)(3) of the Code and (B) have been approved as transferees prior to the time of Transfer by a majority of the members of the Board present at a meeting at which a quorum is present;

(vi)    Transfer Shares (together with any related Voting Trust Certificates) to such Stockholder’s legal representative in the event such Stockholder becomes incompetent;

(vii)    Transfer Shares (together with any related Voting Trust Certificates) to another Stockholder;

(viii)    Transfer Shares (together with any related Voting Trust Certificates) to a partnership in which the only persons or entities who are permitted to be partners would otherwise be capable of receiving such Shares directly in accordance with this Section 2.2(a);

(ix)    Transfer Shares (together with any related Voting Trust Certificates) to the Company or an entity owned or controlled by the Company; and

(x)    Transfer Shares (together with any related Voting Trust Certificates) if such Transfer or transferee is approved prior to such Transfer by two-thirds of the members of the Board present at a meeting at which a quorum is present.

Any transfer made pursuant to this Section 2.2(a) is a “Permitted Transfer”. Any persons or entities who are capable of receiving Shares in accordance with this Section 2.2(a) are referred to as “Permitted Transferees”.

(b)    Testamentary Transfers of Shares (together with any related Voting Trust Certificates) from a Stockholder’s estate, and Transfers of Shares (together with any related Voting Trust Certificates) made by the legal representative of a deceased Stockholder, shall be Permitted Transfers only if such Transfers would have been Permitted Transfers had they been made by such Stockholder prior to his or her death.

(c)    Notwithstanding Sections 2.2(a) and (b) hereof, a Transfer of Shares (together with any related Voting Trust Certificates) shall only be a Permitted Transfer if made in compliance with the terms of this Agreement in its entirety and with all state and federal securities laws. Any Transfer of Shares (or any related Voting Trust Certificates) made in violation of such laws shall also constitute a violation of this Agreement.

3

2.3    Prior Notification. Any Transfer of Shares and any related Voting Trust Certificates made pursuant to this Agreement, other than a Transfer made pursuant to Section 2.8 hereof, shall require, at least five days prior to the desired effective date of the Transfer, the delivery to the Company of evidence reasonably satisfactory to the Company that the Transfer is a Permitted Transfer and a Confirming Document (as hereinafter defined) executed by the proposed transferee.

2.4    Transferee Bound. No Transfer of Shares or of any related Voting Trust Certificates other than Transfers to the Company or to a Stockholder shall be effective unless the person or entity receiving such Shares (together with any related Voting Trust Certificates) (the “Transferee”), executes an appropriate document (a “Confirming Document”), substantially in the form attached to this Agreement as Exhibit A, confirming that the Transferee takes those Shares and any related Voting Trust Certificates subject to all the terms and conditions of this Agreement (and, if related Voting Trust Certificates are transferred, the Voting Trust Agreement,) without limitation. The Confirming Document must be delivered to and approved by the Company prior to the Transfer of Shares (and any related Voting Trust Certificates) to that Transferee. So long as the Transfer is otherwise made in accordance with the terms of this Agreement, the Company shall not unreasonably withhold its approval of a proposed Confirming Document. Upon approval of the Confirming Document (except for Confirming Documents executed pursuant to Section 2.6 hereof) and assuming completion of the underlying Transfer, the Transferee’s signature on the Confirming Document shall constitute an execution of a counterpart of this Agreement, and such Transferee shall become a Stockholder signatory of this Agreement. Additionally, if the Voting Trust Agreement is still in effect and Voting Trust Certificates were so transferred, the Company shall, within ten days of such notification to the Company, deliver to the Trustees a copy of the Confirming Document attesting to the fact that the Transferee has become the Stockholder with respect to such transferred Shares (and the related Voting Trust Certificates) and is so bound by the Voting Trust Agreement.

2.5    Non-Conforming Transfers. The Company’s Certificate of Incorporation provides that any purported Transfer of Share to a Transferee who is not or who does not become a Stockholder pursuant to Section 2.4 hereof (a “Non-Conforming Transferee,” and such transfer, a “Non-Conforming Transfer”), shall be null and void. The Company shall not register, recognize or give effect to any such Non-Conforming Transfer, and the Company shall continue to recognize on its books and records the transferor of such Shares as the holder thereof.

2.6    Pledges of Stock. A Stockholder may pledge his or her Shares (together with any related Voting Trust Certificates) to a commercial bank, savings and loan institution, brokerage firm or any other lender as security for any indebtedness of that Stockholder to that lender; provided, however, that prior to the pledge becoming effective, the lender must first execute and deliver to the Company an appropriate Confirming Document, pursuant to Section 2.4 hereof which Confirming Document shall be subject to the Company’s approval as provided in Section 2.4 hereof .

2.7    Stock Certificate Legends. Each outstanding certificate representing Shares (the “Stock Certificates”) shall bear legends reading substantially as follow :

The shares represented by this certificate were acquired for investment only and not for resale. They have not been registered for resale under the Securities Act of 1933 or any state securities laws. These shares may not be sold, transferred, pledged, or hypothecated unless first registered under such laws, or unless the Corporation has received evidence satisfactory to it that registration under such laws is not required.

4

The shares represented by this certificate are subject to restriction on transfer and certain rights of the Corporation to purchase the shares on the terms set forth in a Stockholders’ Agreement initially entered into as of April 15, 1996 among the Corporation and its stockholders, a copy of which may be obtained from the Corporation or from the holder of this certificate. No transfer of such shares will be made on the books of the Corporation unless accompanied by evidence of compliance with the terms of such Stockholders’ Agreement.

The Stock Certificates shall bear any additional legend which may be appropriate for compliance with state securities or blue sky laws. However, to the extent such Shares are subject to the Voting Trust Agreement, only the Trustees shall hold such certificates. Stockholders shall hold Voting Trust Certificate substantially in the form attached as Exhibit A to the Voting Trust Agreement with respect to Shares which are subject to the Voting Trust Agreement. Upon termination of the Voting Trust Agreement, the Trustee shall cause all Stock Certificates held by them to be cancelled and the Stockholders shall exchange with the Company any Voting Trust Certificate then held for Stock Certificates representing that number of Shares formerly represented by the Voting Trust Certificate held thereby and, as provided in the Voting Trust Agreement, will deliver them to the appropriate holders.

2.8    Certain Involuntary Transfers. (a) If a Stockholder involuntarily transfers, directly or indirectly, any Shares (or any related Voting Trust Certificates) for any reason (other than to a former spouse pursuant to a court order with respect to the dissolution of the marriage) and the transfer is not to a Permitted Transferee, that transferor Stockholder (the “Transferor Stockholder”) shall give written notice within 30 days after the involuntary transfer (a “Transferor’s Notice”) to the Company, with a copy to the Transferee, stating the fact that the involuntary transfer occurred, the reason therefor, the date of the transfer, the name and address of the Transferee, the terms of the transfer and the number of Shares (and any related Voting Trust Certificates) acquired by the Transferee (the “Offered Securities”). An “involuntary transfer” includes a foreclosure upon or other seizure of Shares (together with any related Voting Trust Certificate) by a creditor of a Stockholder, but does not include action under a pledge arrangement permitted under Section 2.6 of this Agreement.

(b)    For a period of 60 days after the date of receipt of the Transferor’s Notice or, failing receipt of such notice, 60 days after the date the Company sends written notice to the Transferee that the transfer is an “involuntary Transfer” subject to repurchase under this Section 2.8, the Company shall have the irrevocable and exclusive option to buy up to all of the Offered Securities at the price provided for in subsection (d) of this Section 2.8; provided, however, that the Company may not purchase any of the Offered Securities unless either: (i) the Company purchases all of the Offered Securities; or (ii) the Transferor Stockholder consents to the purchase of less than all of the Offered Securities. The Company’s option is exercisable by delivery of a written notice to the Transferor Stockholder within 15 days after the date of the Transferor’s Notice. The Company’s rights are assignable, in whole or in part, by action of the Board.

(c)    If the Transferor’s Notice is properly given, and if the Company does not exercise its option to purchase the Offered Securities or does not purchase all of the Offered Securities, then the involuntary transfer shall stand and the Offered Securities shall not be subject to any further right of repurchase by the Company, provided that the Transferee executes a Confirming Document which is subsequently approved by the Company.

5

(d)    The purchase price for the Offered Securities purchased under this Section 2.8 shall be the appraised value of the Shares (with no separate value being attributable to any Voting Trust Certificates relating to such Shares) as of the most recent appraisal obtained by the Company if such appraisal is as of a date not more than eighteen months prior to the involuntary transfer, and if such an appraisal has not been obtained, the purchase price for the Offered Securities shall be equal to the lower of the price which the involuntary Transferee offered to pay for the Offered Securities (such price represented either by consideration tendered or indebtedness repaid or cancelled) or the book value of the Shares (with no separate value being attributable to any Voting Trust Certificates relating to such Shares and with book value never to be deemed less than the par value of the Shares, even if the Company has a negative net worth) at the end of the preceding fiscal year of the Company, as determined by the Chief Financial Officer of the Company.

2.9    Tag-Along Rights in Significant Transactions. For a five-year period beginning on the Termination Date (as defined in Section 4.l), no Stockholder may Transfer Shares (or any related Voting Trust Certificates) representing more than 10% of the then outstanding Shares (such transferor Stockholder, the “Selling Stockholder”) to a third party other than a Permitted Transferee (a “Third Party”), unless the Selling Stockholder shall give written notice to each other Stockholder at least 20 days prior to such transaction and shall make all such arrangements as are necessary such that each other Stockholder shall have the right to participate (a “Tag-Along Right”) in such sale by selling the same percentage of such Stockholder’s Shares to the Third Party as the percentage of the aggregate number of Shares then owned by the Selling Stockholder to be sold by the Selling Stockholder for the same consideration per Share (with no separate consideration or value being attributable to any related Voting Trust Certificate), and otherwise on the same terms as the Selling Stockholder sells its Shares (with no separate consideration or value being attributable to any related Voting Trust Certificates). Such arrangements shall include the time and place of closing, closing deliveries and similar matters.

ARTICLE 3

REGISTRATION; PURCHASE; REPRESENTATION

3.1    No Entitlements. Nothing in this Agreement (a) entitles any Stockholder to obtain registration or qualification of any Shares (or any related Voting Trust Certificates) under the Securities Act of 1933 (the “Securities Act”) or any state securities laws; (b) provides any Stockholder with any right to have such Stockholder’s Shares (or any related Voting Trust Certificates) or any portion thereof purchased or redeemed by the Company or by any other party, it being understood that any estate tax policy of the Company, which may be in place from time to time, contemplating, among other things, repurchase by the Company of Shares from estates of deceased Stockholders to provide funds for payment of estate or similar taxes, will be a policy and will not create a binding obligation on the part of the Company; or (c) entitles any Stockholder or family group to a position on, or a representative on, the Company’s Board of Directors, or to be represented as or by a Trustee.

ARTICLE 4

MISCELLANEOUS PROVISIONS

4.1    Term. The term of this Agreement shall commence at the moment the Purchase is consummated (the “Effective Date”) and shall terminate upon the earlier of: (a) the execution and delivery of a written agreement to that effect by the holders of record of at least two-thirds of the Shares then outstanding (who shall, for this purpose, be deemed to be the holders of record of Shares to the extent such Shares are not subject to the Voting Trust Agreement and shall be the holders of record of Voting Trust Certificates relating to any Shares which are then subject to the Voting Trust Agreement) or

6

(b) unless extended by agreement of the parties as contemplated by Section 4.5 hereof, the twentieth anniversary of the Effective Date (the first occurrence of either (a) or (b) being the “Termination Date”), provided that in either case Section 2.9 of this Agreement shall not terminate until the fifth anniversary of the Termination Date.

4.2    Injunctive Relief. The parties acknowledge that it will be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations imposed on them by this Agreement and that, in the event of any such failure, an aggrieved person will be irreparably damaged and will not have an adequate remedy at law. Any such person shall, therefore, be entitled to injunctive relief, including specific performance, to enforce those obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties shall raise the defense that there exists an adequate remedy at law.

4.3    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective heirs, executors, administrators and permitted successors and assigns. This Agreement shall apply to, and all of the foregoing parties, heirs, executors, administrators and permitted successors and assigns shall be bound by this Agreement with respect to, any securities issued in respect of (or in exchange for) Shares or any related Voting Trust Certificates in connection with any transaction to the extent such securities are of the type that would be deposited with or retained by the Voting Trustees under Article VIII or Article X of the Voting Trust Agreement as in effect on the date hereof (regardless of whether the Voting Trust Agreement is terminated or amended). Without limiting the foregoing, the parties intend for the obligations under this Agreement to survive the death of any party or other person, including any Stockholder, Trustee or other person, and to be specifically enforceable against any deceased party’s heirs, executors, administrators, representatives, successors or assigns to the fullest extent permitted by law (including, without limitation, California Probate Code Section 9680).

4.4    Governing Law. Regardless of the place of execution of this Agreement, the domicile or residence of any Stockholder, the location of the principal executive office of the Company, or any other fact or circumstance, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflicts of laws principles). EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS OF THE STATE OF DELAWARE AND THE FEDERAL COURTS LOCATED IN THE STATE OF DELAWARE IN ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURTS (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS PARAGRAPH AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SUCH COURTS OR IN THE STATE OF DELAWARE OTHER THAN FOR SUCH PURPOSE. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY SUCH ACTION, SUIT OR PROCEEDING. Service of process on a Stockholder or Stockholders in any action arising out of or relating to this Agreement shall be effective if delivered to such Stockholder or Stockholders in accordance with Section 4.8. These provisions reflect the overall objective of this Agreement to provide for the long-term, stable and consistent ownership and governance of the Company.

4.5    Amendment. This Agreement may be amended (including, without limitation, an amendment extending its term generally or the duration of any of its particular provisions) only by an instrument in writing reciting that it is an amendment to this Agreement, and signed by the Company as approved by a majority of the Board at a meeting at which a quorum is present and by the holders of

7

record of two-thirds of the outstanding Shares at the time of the amendment (who shall, for this purpose, be deemed to be the holders of record of Shares to the extent the Voting Trust Agreement is no longer in effect and shall be the holders of record of Voting Trust Certificates to the extent the Voting Trust Agreement is then in effect).

4.6    Filing; Inspection. The Company shall cause a copy of this Agreement to be filed with the Secretary of the Company and kept with the records of the Company. So long as this Agreement is in effect, the Company shall make this Agreement available for inspection by any Stockholder at the principal offices of the Company.

4.7    No Third Party Beneficiaries. This Agreement is for the benefit of its parties and their transferees who become bound by this Agreement, and is not intended for the benefit of any other person. This Agreement may be amended pursuant to Section 4.5 hereof in any manner without the consent of any other person who is not a party.

4.8    Notices. All notices given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if sent by registered or certified mail, return receipt requested, by messenger, or by a nationally recognized overnight delivery company, to the party or parties to be given such notice at the address set forth below. Notices to Stockholders shall be sent to the respective addresses specified by such parties on the signature pages to this Agreement, or in such other manner as such holders may have communicated in writing to the Company. Notices to the Company shall be addressed to:

LSAI Holding Corp.

Levi’s Plaza

1155 Battery Street

San Francisco, California 94111

Attn: Corporate Secretary

or to such other address as the Company may have communicated in writing to the parties to this Agreement.

4.9    Entire Agreement. This Agreement contains all of the terms and conditions agreed upon by the parties relating to its subject matter, represents the final, complete and exclusive statement of the parties, and supersedes any and all prior agreements, negotiations, correspondence, understandings and communications of the parties, whether oral or written, including the 1991 Class L Stockholders’ Agreement by and among LSAI and certain of its stockholders (which is hereby deemed amended by consent of the holders of Class L Shares as evidenced by the execution of this Agreement so as to terminate upon the effectiveness of this Agreement); provided that this Agreement does not supersede, and should be enforced in conjunction with, the Voting Trust Agreement and related Voting Trust Support Agreement, the Stock Subscription Agreements, and the Merger Agreement.

4.10    Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. Additionally, the execution of a Confirming Document (other than those Confirming Documents executed pursuant to Section 2.6 hereof which shall not be deemed to constitute execution of a counterpart to this Agreement until such time as the pledge becomes effective), when approved, shall constitute the execution of a counterpart to this Agreement, and the signatory thereof shall be benefited and obligated to the same extent as an original signatory hereto. Notwithstanding the foregoing, Robert D. Haas or any other duly authorized officer of the Company may execute this Agreement by providing an appropriate facsimile signature, and any counterpart or amendment hereto containing such facsimile signature shall

8

for all purposes be deemed an original instrument duly executed by the Company. In the event that such a facsimile signature is used, Robert D. Haas or such other duly authorized officer shall execute, in original, a certificate attesting to the entry into this Agreement or any amendment hereto, which certificate shall list the names of all of the parties to this Agreement or amendment and shall be filed with the permanent records of the Company.

4.11    Validity of Provisions; Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provision of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

LSAI HOLDING CORP.
By	/s/ Robert D. Haas
	ROBERT D. HAAS
	Chairman of the Board and Chief Executive Officer

STOCKHOLDERS:

(signature)

(type or print name)

ADDRESS:

9

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO THE

STOCKHOLDERS’ AGREEMENT

THIS FIRST AMENDMENT TO THE STOCKHOLDERS’ AGREEMENT (this “Amendment”), dated as the Amendment Effective Date (as defined below), is made and entered into by and among Levi Strauss & Co. (as successor to LSAI Holding Corp.), a Delaware corporation (the “Company”), and the holders of at least two-thirds of the outstanding Shares (as defined in the Stockholders’ Agreement) at the time of the Amendment Effective Date. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Stockholders’ Agreement.

WHEREAS, on April 15, 1996, the Company and the stockholders of the Company named therein entered into that certain Stockholders’ Agreement, dated April 15, 1996 (as amended, restated or modified from time to time, the ‘‘Stockholders’ Agreement”); and

WHEREAS, pursuant to, and in accordance with, Section 4.5 of the Stockholders’ Agreement, the Company and the Stockholders desire to amend the Stockholders’ Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth in this Amendment, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

AMENDMENTS

Section 1.1    Amendment of Section 4.1. Section 4.1 of the Stockholders’ Agreement is hereby deleted in its entirety and replaced with the following:

4.1    Term. The term of this Agreement shall commence on April 15, 1996 (the “Effective Date”) and shall terminate upon the earliest to occur of: (a) the execution and delivery of a written agreement to that effect by the holders of record of at least two-thirds of the Shares then outstanding, (b) 180 days following the consummation of an initial public offering and sale of Common Stock for cash pursuant to an effective registration statement on Form S-1 or any successor form under the Securities Act of 1933, as amended (an “IPO”) (or such earlier date following the consummation of an IPO that the Board shall determine) and ( c) April 15, 2019; provided that in the case of this clause (c), such date may be extended for a maximum of two, two-year periods (that is, until April 15, 2021 and until April 15, 2023) upon a majority vote of the Board of Directors (the occurrence of the first of (a), (b) and (c), including any extensions, being the “Termination Date”); provided that in the case of clause (a) or (c), Section 2.9 of this Agreement shall not terminate until the fifth anniversary of the Termination Date.

MISCELLANEOUS

Section 1.2    Effect of Amendment. This Amendment shall not constitute an amendment or modification of any provision of, or schedule or exhibit to, the Stockholders’ Agreement not expressly referred to in this Amendment. Except as expressly amended or modified in this Amendment, the provisions of the Stockholders’ Agreement are and remain in full force and effect. Whenever the Stockholders’ Agreement is referred to in the Stockholders’ Agreement or in any other agreement, document or instrument, such reference shall be deemed to be to the Stockholders’ Agreement, as amended by this Amendment, whether or not specific reference is made to this Amendment.

Section 1.3    Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to any conflicts of laws principles thereof).

Section 1.4    Counterparts; Amendment Effective Date. This Amendment may be executed in any number of counterparts, all of which together shall constitute one instrument, each of which may be executed by less than all of the Stockholders, and shall be effective (the “Amendment Effective Date”) and enforceable against the Company and each of the Stockholders upon the execution by Company of this Amendment in accordance with Section 4.5 of the Stockholders’ Agreement and the execution and delivery to the Company of counterparts to this Amendment by the holders of at least two-thirds of the outstanding Shares at the time of the delivery of the last counterpart to this Amendment comprising at least two-thirds of the outstanding Shares.

Section 1.5    Severability. The Stockholders and the Company hereto agree that the terms and provisions in this Amendment are reasonable and shall be binding and enforceable in accordance with the terms hereof and, in any event, that the terms and provisions of this Amendment shall be enforced to the fullest extent permissible under law. In the event that any term or provision of this Amendment shall for any reason be adjudged to be unenforceable or invalid, then such unenforceable or invalid term or provision shall not affect the enforceability or validity of the remaining terms and provisions of this Amendment, and the Stockholders and the Company hereby agree to replace such unenforceable or invalid term or provision with an enforceable and valid arrangement which in its economic effect shall be as close as possible to the unenforceable or invalid term or provision.

Section 1.6    Titles and Subtitles. The titles and subtitles used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment.

Section 1.7    Further Assurances. The Stockholders agree, without further consideration, to execute such further instruments and to take such further actions as may be necessary or desirable to carry out the purposes and intent of this Amendment.

[signature page follows]

2

The foregoing Amendment is hereby executed as of the Amendment Effective Date.

THE COMPANY LEVI STRAUSS & CO. (as successor to LSAI Holding Corp.)
By:	/s/ Charles V. Bergh
Name:	Charles V. Bergh
Title:	President & CEO
Date:	December 22, 2014

STOCKHOLDERS:

(signature)

(type or print name)

ADDRESS:

First Amendment to the Stockholders’ Agreement

EX-10.3

Exhibit 10.3

LEVI STRAUSS & CO.

2016 EQUITY INCENTIVE PLAN

(EFFECTIVE AS OF APRIL 13, 2016)

Levi Strauss & Co., having adopted the Levi Strauss & Co. 2006 Equity Incentive Plan on July 13, 2006, and having amended the plan on several subsequent occasions, hereby amends and restates the plan in its entirety and renames it the 2016 Equity Incentive Plan, effective as of April 13, 2016, as follows:

1. GENERAL.

(a)    Eligible Award Recipients. The persons eligible to receive discretionary Awards are Employees, Directors and Consultants.

(b)    Available Awards. The Plan provides for the grant of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, and (vii) Other Stock Awards. The Plan also provides for the grant of Performance Cash Awards.

(c)    Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive Awards as set forth in Section 1(a), to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such eligible recipients may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

2. DEFINITIONS.

As used in the Plan, the following definitions shall apply to the capitalized terms indicated below:

(a)    “Affiliate” means (i) any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, provided each corporation in the unbroken chain (other than the Company) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain, and (ii) any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. The Board, in its sole discretion, shall have the authority to determine (i) the time or times at which the foregoing ownership tests are applied, and (ii) whether “Affiliate” includes entities other than corporations within the foregoing definition.

(b)    “Award” means a Stock Award or a Performance Cash Award.

(c)    “Board” means the Board of Directors of the Company.

(d)    “Capitalization Adjustment” has the meaning ascribed to that term in Section 11(a).

(e)    “Cause” means that the Participant has: (i) committed any willful, intentional or grossly negligent act materially injuring the interest, business or reputation of the Company or an Affiliate; (ii) engaged in any willful misconduct, including insubordination, in respect of his or her duties or obligations to the Company or an Affiliate; (iii) violated or failed to comply in any material respect with the Company’s

1.

or any Affiliate’s published rules, regulations or policies (including, without limitation, the Company’s Worldwide Code of Business Conduct), as in effect from time to time; (iv) committed a felony or misdemeanor involving moral turpitude, fraud, theft or dishonesty (including entry of a nolo contendere plea resulting in conviction of a felony or misdemeanor involving moral turpitude, fraud, theft or dishonesty); (v) misappropriated or embezzled any property of the Company or an Affiliate (whether or not a misdemeanor or felony); (vi) failed, neglected or refused to perform the employment or Board duties, as applicable, 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 (vii) breached any applicable employment agreement. For purposes of this Section 2(e), “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.

(f)    “Code” means the Internal Revenue Code of 1986, as amended.

(g)    “Committee” means a committee of one (1) or more members of the Board to whom authority has been delegated by the Board in accordance with Section 3(c).

(h)    “Common Stock” means the common stock of the Company; provided, however, that after an IPO Date, such term shall mean the class of common stock of the Company that was sold to the public in the initial public offering.

(i)    “Company” means Levi Strauss & Co., a Delaware corporation.

(j)    “Consultant” means any person, including an advisor, who is engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services.

(k)    “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service; provided, however, if the corporation for which a Participant is rendering service ceases to qualify as an Affiliate, as determined by the Board in its sole discretion, such Participant’s Continuous Service shall be considered to have terminated on the date such corporation ceases to qualify as an Affiliate. For example, a change in status from an employee of the Company to a consultant of an Affiliate or to a Director shall not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy or in the written terms of the Participant’s leave of absence or, in the case of a Director, as determined by the Board.

(l)    “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i)    a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;

2.

(ii)    a sale or other disposition of at least ninety percent (90%) of the outstanding voting securities of the Company;

(iii)    the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv)    the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

The foregoing definition shall not include transfers of shares by one Permitted Holder to another Permitted Holder.

(m)    “Covered Employee” means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to stockholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code.

(n)    “Director” means a member of the Board.

(o)    “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code or, in the case of a Director, as determined by Board.

(p)    “Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan.

(q)    “Entity” means a corporation, partnership or other entity.

(r)    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(s)    “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:

(i)    If the Common Stock is listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price (or closing bid if no sales were reported) for the Common Stock on the date of determination, then the Fair Market Value shall be the closing selling price (or closing bid if no sales were reported) on the last preceding date for which such quotation exists.

(ii)    In the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board based upon an independent appraisal in compliance with Section 409A of the Code or, in the case of an Incentive Stock Option, in compliance with Section 422 of the Code.

(t)    “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

3.

(u)    “IPO Date” means the date of completion of the Company’s initial underwritten public offering, if any, of the Common Stock pursuant to a registration statement.

(v)    “Non-Employee Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”) does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

(w)    “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

(x)    “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(y)    “Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.

(z)    “Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

(aa)    “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(bb)    “Other Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to Section 7(d).

(cc)    “Other Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(dd)    “Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

(ee)    “Own,” “Owned,” “Owner,” “Ownership” A person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

4.

(ff)    “Participant” means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.

(gg)    “Performance Cash A ward” means an award of cash granted pursuant to Section 7(d)(ii).

(hh)    “Performance Criteria” means the one or more criteria that the Board shall select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that shall be used to establish such Performance Goals may be based on any one of, or combination of, the following: (i) earnings before interest, taxes, depreciation, amortization, and rent (“EBITDAR”); (ii) earnings before interest, taxes, depreciation and amortization (“EBITDA”); (iii) earnings before interest and taxes (“EBIT”); (iv) EBITDAR, EBITDA, EBIT or earnings before taxes and unusual or nonrecurring items as measured either against the annual budget or as a ratio to revenue or return on total capital; (v) net earnings; (vi) earnings per share; (vii) net income; (viii) gross profit margin; (ix) operating margin; (x) operating income; (xi) net worth; (xii) cash flow; (xiii) cash flow per share; (xiv) total stockholder return; (xv) return on capital; (xvi) stock price performance; (xvii) revenues; (xviii) costs; (xix) working capital; (xx) capital expenditures; (xxi) changes in capital structure; (xxii) economic value added; (xxiii) industry indices; (xxiv) expenses and expense ratio management; (xxv) debt reduction; (xxvi) profitability of an identifiable business unit or product; (xxvii) levels of expense, cost or liability by category, operating unit or any other delineation; and (xxviii) implementation or completion of projects or processes. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award. The Board shall, in its sole discretion, define the manner of calculating the Performance Criteria it selects to use for a Performance Period. The Board may establish Performance Goals that are based on other criteria, as determined in its sole discretion, with respect to Awards that are not intended to comply with the performance-based compensation exception under Code Section 162(m).

(ii)    “Performance Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period based upon the Performance Criteria. Performance Goals may be set on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, in absolute terms or relative to internally generated business plans, relative to the performance of one or more comparable companies or a relevant index and/or in accordance with such other parameters adopted by the Board. The Board is authorized to make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as follows: (i) to exclude restructuring and/or other nonrecurring charges; (ii) to exclude exchange rate effects, as applicable; (iii) to exclude the effects of changes to generally accepted accounting standards required by the Financial Accounting Standards Board; (iv) to exclude the effects of any statutory adjustments to corporate tax rates; (v) to exclude the effects of any “extraordinary items” as determined under generally accepted accounting principles; (vi) to exclude any other unusual, non-recurring gain or loss or other extraordinary item; (vii) to respond to, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development; (viii) to respond to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions; (ix) to exclude the dilutive effects of acquisitions or joint ventures; (x) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following such divestiture; (xi) to exclude the effect of any change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common shareholders other than regular cash dividends; (xii) to reflect a corporate transaction, such as a merger, consolidation, separation (including a spinoff or other distribution of stock or property by a corporation), or reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code); (xiii) to reflect any partial or complete corporate liquidation; and (xiv) to make such other equitable adjustments it deems advisable in its sole discretion. The Board also retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals.

5.

(jj)    “Performance Period” means the one or more periods of time, which may be of varying and overlapping durations, as the Board may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Stock Award or a Performance Cash Award.

(kk)    “Performance Stock Award” means a Stock Award granted pursuant to Section 7(d)(i).

(ll)    “Permitted Holders” means the holders of Voting Stock as of the date of adoption of this Plan by the Board, together with any Person who is a “Permitted Transferee,” as that term is defined in the Stockholders’ Agreement, except that transferees under Section 2.2(a)(x) of the Stockholders’ Agreement (which includes, without limitation, Participants) shall not be Permitted Holders for purposes of this Plan.

(mm)    “Person” means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

(nn)    “Plan” means this Levi Strauss & Co. 2016 Equity Incentive Plan.

(oo)    “Restricted Stock Award” means an award of shares of Common Stock which is granted pursuant to Section 7(a).

(pp)    “Restricted Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(qq)    “Restricted Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to Section 7(b).

(rr)    “Restricted Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement shall be subject to the terms and conditions of the Plan.

(ss)    “Retirement” means the termination of a Participant’s Continuous Service on or after the date on which such Participant has met the age and service requirements as defined and determined under the Company retirement plan applicable to the Participant.

(tt)    “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

(uu)    “Securities Act” means the Securities Act of 1933, as amended.

(vv)    “Stock Appreciation Right” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 7(c).

(ww)    “Stock Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be subject to the terms and conditions of the Plan.

6.

(xx)    “Stock Award” means any right granted under the Plan, including an Option, a Restricted Stock Award, a Stock Appreciation Right, a Restricted Stock Unit Award, an Other Stock Award, or a Performance Stock Award.

(yy)    “Stock Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(zz)    “Stockholders’ Agreement” means the Stockholders’ Agreement dated as of April 15, 1996 between the Company and the stockholders of the Company party thereto.

(aaa)    “Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

(bbb)    “Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.

(ccc)    “Voting Stock” means all classes of the Company’s capital stock (including Common Stock) outstanding at the time of reference and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors of the Company.

3. ADMINISTRATION.

(a)    Administration by Board. The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee, as provided in Section 3(c).

(b)    Powers of Board. The Board or the Committee, to the extent delegated to the Committee pursuant to Section 3(c), shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i)    To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(ii)    To determine from time to time (1) which of the persons eligible under the Plan shall be granted Awards; (2) when and how each Award shall be granted; (3) what type or combination of types of Awards shall be granted; (4) the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive cash or Common Stock pursuant to an Award; (5) the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person; and (6) the Fair Market Value applicable to a Stock Award.

7.

(iii)    To accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest.

(iv)    To effect, at any time and from time to time, (1) the reduction of the exercise price of any outstanding Option or the strike price of any outstanding Stock Appreciation Right under the Plan; or (2) the cancellation of any outstanding Option or Stock Appreciation Right under the Plan and the grant in substitution therefor of (a) a new Option or Stock Appreciation Right under the Plan or another equity plan of the Company covering the same or a different number of shares of Common Stock, (b) a Restricted Stock Award, (c) a Restricted Stock Unit Award, (d) an Other Stock Award, (e) cash, and/or (f) other valuable consideration (as determined by the Board, in its sole discretion); provided, however, that no such reduction or cancellation may be effected if it is determined, in the Company’s sole discretion, that such reduction or cancellation would result in any such outstanding Option or Stock Appreciation Right becoming subject to the requirements of Section 409A of the Code.

(v)    Prior to an IPO Date, to cancel an Award, to the extent not vested, with or without substitution of consideration pursuant to Section 3(b)(iv).

(vi)    To amend the Plan or an Award as provided in Section 12.

(vii)    To terminate or suspend the Plan as provided in Section 13.

(viii)    Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company which are not in conflict with the provisions of the Plan.

(ix)    To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by individuals who are foreign nationals or employed outside the United States.

(c)    Delegation to Committee.

(i)    General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

(ii)    Section 162(m) and Rule 16b-3 Compliance. In the sole discretion of the Board, once such statutes or rules are applicable to the Company, the Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the Board or the Committee, in its sole discretion, may (1) delegate to a committee of one or more members of the Board who need not be Outside Directors the authority to grant Awards to eligible persons who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Award, or (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code, and/or (2) delegate to a committee of one or more members of the Board who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who are not then subject to Section 16 of the Exchange Act.

8.

(d)    Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

4. SHARES SUBJECT TO THE PLAN.

(a)    Award Pool. Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the number of shares of Common Stock that may be made subject to, and issued pursuant to, Stock Awards shall not exceed, in the aggregate, 8,000,000 shares of Common Stock; provided, however, that Stock Awards that by their terms may only be settled in cash shall not count against such limit.

(b)    Reversion of Shares to the Award Pool. If any (i) Stock Award shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised or settled in full, (ii) shares of Common Stock issued to a Participant pursuant to a Stock Award are forfeited to the Company due to the failure to meet a contingency or condition required for the vesting of such Stock Awards, or (iii) Options or Stock Appreciation Rights are cancelled in accordance with the cancellation and regrant provisions of Section 3(b)(iv), then the shares of Common Stock not issued under such Stock Award, or forfeited to the Company, shall revert to and again become available under the Plan. If any shares subject to a Stock Award are not delivered to a Participant because the Stock Award is exercised through a reduction of shares subject to the Stock Award (i.e., “net exercised”) or an appreciation distribution in respect of a Stock Appreciation Right is paid in shares of Common Stock, the number of shares subject to the Stock Award that are not delivered to the Participant shall remain available under the Plan. If any shares subject to a Stock Award are not delivered to a Participant because such shares are withheld in satisfaction of the withholding of taxes incurred in connection with the exercise of an Option or Stock Appreciation Right or the issuance or vesting of shares under a Restricted Stock Award, Restricted Stock Unit Award, or Other Stock Award, the number of shares that are not delivered to the Participant shall remain available under the Plan.

(c)    Incentive Stock Option Limit. Notwithstanding anything to the contrary in this Section 4(c), subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be made subject to, and issued pursuant to the exercise of, Incentive Stock Options shall be 8,000,000 shares of Common Stock.

(d)    Source of Shares. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.

5. ELIGIBILITY.

(a)    Eligibility for Specific Awards. Incentive Stock Options may be granted only to Employees. Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. Performance Cash Awards may be granted to Employees, Directors and Consultants.

(b)    Ten Percent Stockholders. A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

9.

6. OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option. The provisions of separate Options need not be identical; provided, however, that each Option Agreement shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

(a)    Term. No Option shall be exercisable after the expiration of ten (10) years from the date of grant, or such shorter period specified in the Option Agreement; provided, however, that an Incentive Stock Option granted to a Ten Percent Stockholder shall be subject to the provisions of Section 5(b).

(b)    Exercise Price of an Incentive Stock Option. Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, the exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner consistent with the provisions of Section 424(a) of the Code.

(c)    Exercise Price of a Nonstatutory Stock Option. The exercise price of each Nonstatutory Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, a Nonstatutory Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner consistent with the provisions of Section 424(a) of the Code and the Treasury Regulations under Code Section 409A.

(d)    Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option shall be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion (and, in the case of an Incentive Stock Option and to the extent required by Applicable Laws, shall be determined at the time of grant), by any combination of the methods of payment set forth below. The Board shall have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The methods of payment permitted by this Section 6(d) are:

(i)    by cash or check;

(ii)    pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds;

(iii)    by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;

(iv)    by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, the Company shall

10.

accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided further, however, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable thereafter to the extent that (i) shares are used to pay the exercise price pursuant to the “net exercise,” (ii) shares are delivered to the Participant as a result of such exercise, and (iii) shares are withheld to satisfy tax withholding obligations; or

(v)    in any other form of legal consideration that may be acceptable to the Board.

(e)    Transferability of Options. The following restrictions on the transferability of Options shall apply:

(i)    Restrictions on Transfer. An Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder, provided, however, that the Board may permit a transfer of a Nonstatutory Stock Option to a revocable trust or as permitted by Rule 701 of the Securities Act of 1933, as amended.

(ii)    Beneficiary Designation. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option. In the absence of such a designation, the executor or administrator of the Optionholder’s estate shall be entitled to exercise the Option.

(f)    Vesting of Options Generally. The total number of shares of Common Stock subject to an Option may vest and therefore become exercisable in periodic installments that may or may not be equal. The Option may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on performance or other criteria) as the Board may deem appropriate, including, without limitation, the provisions of Section 9(a). The vesting provisions of individual Options may vary. The provisions of this Section 6(f) are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised.

(g)    Termination of Continuous Service. Subject to the provisions of Section 8(a), if an Optionholder’s Continuous Service terminates (other than for Cause or upon the Optionholder’s death, Retirement or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s Continuous Service (or such longer period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.

(h)    Extension of Termination Date. An Optionholder’s Option Agreement may provide that if the exercise of the Option following the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s death, Retirement or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of a period of three (3) months after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option Agreement.

11.

(i)    Retirement or Disability of Optionholder. Subject to the provisions of Section 8(a), if an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Retirement or Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the expiration of the term of the Option as set forth in the Option Agreement or (ii) the date eighteen (18) months following such termination of Continuous Service (or such longer period specified in the Option Agreement); provided, however that if the conclusion of such period occurs at a time when such Optionholder’s final opportunity to exercise the Option is during a period of less than two (2) weeks due to the limitations set forth in Section 8(a) (or if the cumulative opportunity to exercise was less than six (6) months), then such Optionholder (or permitted transferee) may exercise the Option Right during the next following 2- month permitted exercise period (or subsequent 2-month permitted exercise periods to the extent necessary to reach a cumulative exercise opportunity of six (6) months); provided further, however, that such exercise in no event shall be permitted following the expiration date of the Option. If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.

(j)    Death of Optionholder. Subject to the provisions of Section 8(a), if (i) an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death, or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death, the Option may be exercised (to the extent that the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionholder’s death, but only within the period ending on the earlier of (i) (i) the expiration of the term of such Option as set forth in the Option Agreement, or (ii) the date eighteen (18) months following the date of death (or such longer period specified in the Option Agreement); provided, however that if the conclusion of such period occurs at a time when the final opportunity to exercise the Option by the Optionholder’s estate or other beneficiary is during a period of less than two (2) weeks due to the limitations set forth in Section 8(a) (or if the cumulative opportunity to exercise was less than six (6) months), then such estate or other beneficiary may exercise the Option Right during the next following 2-month permitted exercise period (or subsequent 2-month permitted exercise periods to the extent necessary to reach a cumulative exercise opportunity of six (6) months); provided further, however, that such exercise in no event shall be permitted following the expiration date of the Option. If, after the Optionholder’s death, the Option is not exercised within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.

(k)    Termination for Cause. If an Optionholder’s Continuous Service is terminated for Cause, (i) the Option shall terminate upon the termination date of such Optionholder’s Continuous Service, and the Optionholder shall be prohibited from exercising the Option from and after the time of such termination of Continuous Service; and (ii) to the extent permitted by applicable law, the Company may rescind any transfer of Common Stock to the Optionholder that occurred within six (6) months prior to such termination of Continuous Service or demand that the Optionholder pay over to the Company the proceeds received by the Optionholder upon the sale, transfer or other transaction involving the Common Stock in such manner and on such terms and conditions as the Company may require, and the Company shall be entitled to set-off against the amount of such proceeds any amount owed to the Company by the Optionholder to the fullest extent permitted by law.

(l)    Early Exercise. The Option may include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Any unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board determines to be appropriate. The Company shall not be required to exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option.

12.

7. PROVISIONS OF AWARDS OTHER THAN OPTIONS.

(a)    Restricted Stock Award. Each Restricted Stock Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical; provided, however, that each Restricted Stock Award Agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i)    Consideration. A Restricted Stock Award may be awarded in consideration for (i) past or future services rendered to the Company or an Affiliate, or (ii) any other form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

(ii)    Vesting. Shares of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.

(iii)    Termination of Continuous Service. If Participant’s Continuous Service terminates, the Company may receive, pursuant to a forfeiture condition, any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement. If such termination is for Cause, to the extent permitted by applicable law, the Company may rescind the transfer of shares of Common Stock awarded to a Participant that ceased to be subject to a forfeiture condition within six (6) months prior to such termination of Continuous Service or demand that the Participant pay over to the Company the proceeds received by the Participant upon the sale, transfer or other transaction involving the Common Stock in such manner and on such terms and conditions as the Company may require, and the Company shall be entitled to set-off against the amount of such proceeds any amount owed to the Company by the Optionholder to the fullest extent permitted by law.

(iv)    Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole discretion consistent with Section 7(f), so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement.

(b)    Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical; provided, however, that each Restricted Stock Unit Award Agreement shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

13.

(i)    Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law.

(ii)    Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.

(iii)    Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.

(iv)    Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award after the vesting of such Restricted Stock Unit Award.

(v)    Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all the terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.

(vi)    Termination of Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service. If such termination is for Cause, to the extent permitted by applicable law, the Company may rescind the transfer of any shares of Common Stock (or their cash equivalent) in respect of Restricted Stock Units that vested within six (6) months prior to such termination of Continuous Service or demand that the Participant pay over to the Company the proceeds received by the Participant upon the sale, transfer or other transaction involving the Common Stock in such manner and on such terms and conditions as the Company may require, and the Company shall be entitled to set-off against the amount of such proceeds any amount owed to the Company by the Participant to the fullest extent permitted by law.

(c)    Stock Appreciation Rights. Each Stock Appreciation Right Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. Stock Appreciation Rights may be granted as stand-alone Stock Awards or in tandem with other Stock Awards; provided, however, that a Stock Appreciation Right shall not be granted in tandem with any other Stock Award if it is determined, in the Company’s sole discretion, that such grant would be subject to the requirements of Section 409A of the Code. The terms and conditions of Stock Appreciation Right Agreements may change from time to time, and the terms and conditions of separate Stock Appreciation Right Agreements need not be identical; provided, however, that each Stock Appreciation Right Agreement shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

14.

(i)    Term. No Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of grant, or such shorter period specified in the Stock Appreciation Right Agreement.

(ii)    Strike Price. Each Stock Appreciation Right will be denominated in shares of Common Stock equivalents. The strike price of each Stock Appreciation Right granted as a stand-alone or tandem Stock Award shall not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock equivalents subject to the Stock Appreciation Right on the date of grant.

(iii)    Calculation of Appreciation. The appreciation distribution payable on the exercise of a Stock Appreciation Right will be not greater than an amount equal to the excess of (i) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right) of a number of shares of Common Stock equal to the number of share of Common Stock equivalents in which the Participant is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation Right on such date, over (ii) the strike price that will be determined by the Board at the time of grant of the Stock Appreciation Right.

(iv)    Vesting. At the time of the grant of a Stock Appreciation Right, the Board may impose such restrictions or conditions to the vesting of such Stock Appreciation Right as it, in its sole discretion, deems appropriate.

(v)    Exercise. To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right, which provisions may include, without limitation, a restriction on the periods during which a vested Stock Appreciation Right may be exercised pursuant to Section 8(a).

(vi)    Payment. The appreciation distribution in respect of a Stock Appreciation Right may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and set forth in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right.

(vii)    Termination of Continuous Service. Subject to the provisions of Section 8(a), if a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s death, Retirement or Disability), the Participant may exercise his or her Stock Appreciation Right (to the extent that the Participant was entitled to exercise such Stock Appreciation Right as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Participant’s Continuous Service (or such longer period specified in the Stock Appreciation Right Agreement), or (ii) the expiration of the term of the Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Stock Appreciation Right within the time specified herein or in the Stock Appreciation Right Agreement (as applicable), the Stock Appreciation Right shall terminate.

(viii)    Extension of Termination Date. A Participant’s Stock Appreciation Right Agreement may provide that if the exercise of the Stock Appreciation Right following the termination of the Participant’s Continuous Service (other than upon the Participant’s death, Retirement or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Stock Appreciation Right shall terminate on the earlier of (i) the expiration of a period of three (3) months after the termination of the Participant’s Continuous Service during which the exercise of the Stock Appreciation Right would not be in violation of such registration requirements, or (ii) the expiration of the term of the Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement.

15.

(ix)    Retirement or Disability of Participant. Subject to the provisions of Section 8(a), if a Participant’s Continuous Service terminates as a result of the Participant’s Retirement or Disability, the Participant may exercise his or her Stock Appreciation Right (to the extent that the Participant was entitled to exercise such Stock Appreciation Right as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the expiration of the term of the Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement or (ii) the date eighteen (18) months following such termination of Continuous Service (or such longer period specified in the Stock Appreciation Right Agreement), provided, however that if the conclusion of such period occurs at a time when such Participant’s final opportunity to exercise the Stock Appreciation Right is during a period of less than two (2) weeks due to the limitations set forth in Section 8(a) (or if the cumulative opportunity to exercise was less than six (6) months), then such Participant (or permitted transferee) may also exercise the Stock Appreciation Right during the next following 2-month permitted exercise period (or subsequent 2-month permitted exercise periods to the extent necessary to reach a cumulative exercise opportunity of six (6) months); provided further, however, that such exercise in no event shall be permitted following the expiration date of the Stock Appreciation Right. If, after termination of Continuous Service, the Participant does not exercise his or her Stock Appreciation Right within the time specified herein or in the Stock Appreciation Right Agreement (as applicable), the Stock Appreciation Right shall terminate.

(x)    Death of Participant. Subject to the provisions of Section 8(a), if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Stock Appreciation Right Agreement after the termination of the Participant’s Continuous Service for a reason other than death, the Stock Appreciation Right may be exercised (to the extent that the Participant was entitled to exercise such Stock Appreciation Right as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Stock Appreciation Right by bequest or inheritance or by a person designated to exercise the option upon the Participant’s death, but only within the period ending on the earlier of (i) the expiration of the term of such Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement, or (ii) the date eighteen (18) months following the date of death (or such longer period specified in the Stock Appreciation Right Agreement); provided, however that if the conclusion of such period occurs at a time when the final opportunity to exercise the Stock Appreciation Right by the Participant’s estate or other beneficiary is during a period of less than two (2) weeks due to the limitations set forth in Section 8(a) (or if the cumulative opportunity to exercise was less than six (6) months), then such estate or other beneficiary may also exercise the Stock Appreciation Right during the next following 2-month permitted exercise period (or subsequent 2-month permitted exercise periods to the extent necessary to reach a cumulative exercise opportunity of six (6) months); provided further, however, that such exercise in no event shall be permitted following the expiration date of the Stock Appreciation Right. If, after the Participant’s death, the Stock Appreciation Right is not exercised within the time specified herein or in the Stock Appreciation Right Agreement (as applicable), the Stock Appreciation Right shall terminate.

(xi)    Termination for Cause. If a Participant’s Continuous Service is terminated for Cause, (i) the Stock Appreciation Right shall terminate upon the termination date of such Participant’s Continuous Service, and the Participant shall be prohibited from exercising the Stock Appreciation Right from and after the time of such termination of Continuous Service; and (ii) to the extent permitted by applicable law, the Company may rescind any transfer of Common Stock (or its cash equivalent) to the Participant that occurred within six (6) months prior to such termination of Continuous Service or demand that the Participant pay over to the Company the proceeds received by the Participant upon the sale, transfer or other transaction involving the Common Stock in such manner and on such terms and conditions as the Company may require, and the Company shall be entitled to set-off against the amount of such proceeds any amount owed to the Company by the Participant to the fullest extent permitted by law.

16.

(d)    Performance Awards.

(i)    Performance Stock Awards. A Performance Stock Award is either a Restricted Stock Award or Restricted Stock Unit Award that may be granted, may vest, or may be exercised based upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Board, in its sole discretion.

(ii)    Performance Cash Awards. A Performance Cash Award is a cash award that may be granted upon the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award may, but need not, require the completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Board, in its sole discretion.

(e)    Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock may be granted either alone or in addition to Stock Awards provided for under Section 6 and the preceding provisions of this Section 7. Subject to the provisions of the Plan, the Board shall have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.

(f)    Restrictions on Transfer. Stock Awards under this Section 7 shall not be transferable except by will or by the laws of descent and distribution and, in the case of Stock Appreciation Rights, shall be exercisable during the lifetime of the holder only by the holder, provided, however, that the Board may permit a transfer to a revocable trust or as permitted by Rule 701 of the Securities Act of 1933, as amended. Notwithstanding the foregoing, the holder of a Stock Appreciation Right may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of such holder, shall thereafter be entitled to exercise the Stock Appreciation Right. In the absence of such a designation, the executor or administrator of such holder’s estate shall be entitled to exercise the Stock Appreciation Right.

8.      EXERCISE PROCEDURES PRIOR TO IPO DATE; PARTICIPANT PUT RIGHTS; COMPANY CALL RIGHTS; AGREEMENTS RELATING TO COMMON STOCK.

(a)    Limitation on Exercise of Options and Stock Appreciation Rights Prior to IPO Date. Prior to an IPO Date, a Participant shall be permitted to exercise an Option or a Stock Appreciation Right, to the extent vested, as provided in the applicable provisions of Section 6 or Section 7(c), but the period during which such exercise shall be permitted shall be further limited to the period or periods, as the case may be, of (i) two (2) months following the later of (A) the Company’s receipt of the independent appraisal as of December 31 referred to in Section 2(s)(ii), and (B) the date of the most recent filing of the Company’s Form 10-K following such December 31; and (ii) two (2) months following the later of (A) the Company’s receipt of the independent appraisal as of June 30 referred to in Section 2(s)(ii), and (B) the date of the most recent filing of the Company’s Form 10-Q following such June 30. If the termination of a Participant’s Continuous Service for a reason other than Retirement, Disability or death occurs at a time when, as a result

17.

of the foregoing limitation, exercise thereafter would not be permitted for a period of at least thirty (30) days during the three (3) months following such termination, then such Participant (or such Participant’s estate or other beneficiary in the event of death, or other permitted transferee) may also exercise the Option or Stock Appreciation Right during the next following 2-month permitted exercise period; provided, however, that such exercise in no event shall be permitted following the expiration date of the Option or Stock Appreciation Right.

(b)    Participant Put Rights. Prior to an IPO Date, a Participant (or such Participant’s estate or other beneficiary in the event of death) shall have the right to require the Company to repurchase shares of Common Stock acquired pursuant to a Stock Award in accordance with the following provisions:

(i)    Defined Terms. For purposes of this Section 8(b), the following definitions shall apply to the capitalized terms indicated below:

(1)    “Put Period” means each of the periods of (i) two (2) months following the later of (A) the Company’s receipt of the independent appraisal as of December 31 referred to in Section 2(s)(ii), and (B) (B) the date of the most recent filing of the Company’s Form 10-K following such December 31; and (ii) two (2) months following the later of (A) the Company’s receipt of the independent appraisal as of June 30 referred to in Section 2(s)(ii), and (B) the date of the most recent filing of the Company’s Form 10-Q following such June 30.

(2)    “Put Notice” means the written notice (which may be delivered electronically) by which a Participant (or such Participant’s estate or other beneficiary in the event of death) indicates a decision to require the Company to purchase shares of Common Stock pursuant to the provisions of this Section 8(b).

(ii)    Application of Put Period. During a Put Period, a Participant (or such Participant’s estate or other beneficiary in the event of death) may require the Company to, and the Company will be obligated to, repurchase shares of Common Stock then held by such person; provided, however, that only shares of Common Stock that have been held by a Participant for at least six (6) months following their date of issuance (including, for this purpose, the period during which such shares were held by such Participant’s estate or other beneficiary in the event of death) shall be subject to such put right.

(iii)    Purchase Price. The purchase price in all of the transactions described in this Section 8(b) shall be Fair Market Value, determined pursuant to Section 2(s)(ii) based on the independent appraisal most recently received by the Company before the commencement of the applicable Put Period.

(iv)    Put Right Mechanics. The Participant (or such Participant’s estate or other beneficiary in the event of death) may exercise a put right pursuant to this Section 8(b) by delivering to the Company, during any of the Put Periods provided in this Section 8(b), a Put Notice, signed by such holder; the stock certificate(s) representing the shares of Common Stock subject to the Put Notice, properly endorsed for transfer; and any other documents that the Company may reasonably request. Following the Company’s receipt and approval of such documents, the Company shall issue to such Participant, estate or other beneficiary its check in payment of the purchase price for the shares of Common Stock. Once submitted to the Company, a Put Notice is irrevocable.

(v)    Put Rights Personal. Except as described below in this Section 8(b)(v), the put rights created by the Plan are personal to a Participant; that is, they do not run with the Stock Awards or with the shares of Common Stock acquired pursuant thereto. In general, if a Stock Award or shares of Common Stock acquired pursuant thereto are transferred to another person, as permitted by the Stockholders’ Agreement or any other agreement that may relate to the transfer of such shares, that person

18.

will not be entitled to exercise the put rights and to sell the shares of Common Stock under this Section 8(b). Notwithstanding the foregoing limitation, the estate or other beneficiary of a deceased Participant shall be permitted to exercise put rights to the same extent as the Participant, and in selling shares of Common Stock pursuant to this Section 8(b), all limitations and document delivery conditions shall apply to the estate or other beneficiary of a deceased Participant.

(vi)    Termination for Cause. If a Participant’s Continuous Service is terminated for Cause, all put rights shall terminate.

(c)    Company Call Rights. Prior to an IPO Date, the Company shall have the right, but not the obligation, to repurchase all shares of Common Stock acquired pursuant to a Stock Award, in accordance with the following provisions:

(i)    Defined Terms. For purposes of this Section 8(c), the following definitions shall apply to the capitalized terms indicated below:

(1)    “Call Period” means each of the periods of (i) three (3) months following the later of (A) the Company’s receipt of the independent appraisal as of December 31 referred to in Section 2(s)(ii), and (B) (B) the date of the most recent filing of the Company’s Form 10-K following such December 31; and (ii) three (3) months following the later of (A) the Company’s receipt of the independent appraisal as of June 30 referred to in Section 2(s)(ii), and (B) the date of the most recent filing of the Company’s Form 10-Q following such June 30.

(2)    “Call Notice” means the written notice (which may be delivered in electronic form) by which the Company indicates its decision to repurchase shares of Common Stock pursuant to the provisions of this Section 8(c).

(ii)    Application of Call Period. During a Call Period, the Company, subject to the rules set forth herein, shall be entitled to repurchase any or all of the shares of Common Stock then held by a Participant (or such Participant’s estate or other beneficiary in the event of death, or other permitted transferee); provided, however, that only shares that have been held for at least six (6) months following their date of issuance (including, for this purpose, the period such shares were held by the estate or other beneficiary of a deceased Participant, or other permitted transferee) may be repurchased.

(iii)    Unilateral Right. The Company may exercise its call rights under this Section 8(c) whether or not the Participant (or such Participant’s estate or other beneficiary in the event of death, or other permitted transferee) wishes to sell, and such holders of Common Stock will be obligated to sell on delivery of a Call Notice. The Company may make its decision in its sole discretion, without regard to the tax or other financial consequences to the holder of the Common Stock and without regard to decisions it may make with respect to other holders of Common Stock who are subject to the provisions of this Section 8(c).

(iv)    Purchase Price. The purchase price in all of the transactions described in this Section 8(c) shall be Fair Market Value, determined pursuant to Section 2(s)(ii) based on the independent appraisal most recently received by the Company before the commencement of the applicable Call Period.

(v)    Call Right Mechanics. The Company may exercise a call right pursuant to this Section 8(c) by delivering, during any of the Call Periods provided in this Section 8(c), to the Participant (or such Participant’s estate or other beneficiary in the event of death, or other permitted transferee) a Call Notice. Within fifteen (15) business days after receiving such Call Notice, such holder of Common Stock shall deliver to the Company the stock certificate(s) representing the shares of Common Stock subject to

19.

the Call Notice, properly endorsed for transfer, a copy of the Call Notice signed by such holder and any other documents that the Company may reasonably request. Following the Company’s receipt and approval of such documents, the Company shall issue and deliver to such Participant, estate, other beneficiary, or other permitted transferee its check in payment of the purchase price for the shares of Common Stock. The Company shall be free to complete such purchase transaction even if the Participant, estate, other beneficiary, or other permitted transferee fails to deliver the stock certificate(s) for the shares of Common Stock to be purchased; in that case, the Participant, estate, other beneficiary, or other permitted transferee shall supply the Company, at its request, with the “lost certificate” assurance contemplated by the Company’s Bylaws.

(vi)    Waiver. The Company may waive any of the limitations on the exercise of its call rights under this Section 8(c), other than those relating to the time such rights may be exercised and the purchase price for Common Stock.

(vii)    Future Transferees Bound. The call rights created by this Plan shall bind any transferee of the Common Stock; that is, they will run with the Stock Awards and with the shares of Common Stock acquired pursuant thereto. Should a Participant transfer Common Stock to another person (whether before or after a termination of Continuous Service), the Company will be entitled to exercise the call rights and purchase the Common Stock from such transferee (or any subsequent transferees of such transferee) under this Section 8(c). For example, if a Participant transfers Common Stock to his or her children, the Company would be entitled to purchase the Common Stock from such children (or their transferees) as provided in this Section 8(c). Certificates representing the Common Stock will bear a conspicuous legend describing the Company’s call right, and a Participant may not transfer Common Stock without first providing to the Company a document, in a form satisfactory to the Company, signed by the transferee and confirming the continuing effectiveness of the Company’s call rights after the transfer and the transferee’s obligations to provide the documents described in Section 8(f).

(d)    Interrelationship of Put Rights and Call Rights. A Participant’s put right and the Company’s call right shall both be exercisable concurrently; provided, however, that put rights and call rights exercised during a Put Period and Call Period that commence on the same date shall be given effect as to the total number of shares of Common Stock (not to exceed the total number then held by the Participant, such Participant’s estate or other beneficiary in the event of death, or other permitted transferee) subject to the Put Notice and the Call Notice.

(e)    Limitation on Repurchases of Common Stock. The Company shall not be obligated to complete a repurchase of its Common Stock from any person, whether pursuant to a put right or a call right, if:

(i)    the repurchase would, as determined by the Company in its sole discretion: (A) result in the violation of any applicable law, including, without limitation, those laws limiting the Company’s ability to repurchase its capital stock, fraudulent conveyance laws and securities laws, or (B) violate or conflict with the provisions of the certificate of incorporation of the Company or of any agreement or instrument to which the Company or any Affiliate is a party or by which it is bound (including, without limitation, any credit agreement or bond indenture with respect to the debt securities of the Company or an Affiliate), whether now or in the future, it being understood that the Company is free to create or bind itself to any provision that limits or restricts its ability to purchase shares of Common Stock pursuant to the Plan;

(ii)    there shall have been threatened, instituted, or pending any action or proceeding by any governmental, regulatory, or administrative agency or authority or tribunal, domestic or foreign, or by any other person, domestic or foreign, before any court or governmental, regulatory, or administrative

20.

authority or agency or tribunal, domestic or foreign, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit, or otherwise affect the repurchase, or in the Company’s sole discretion, and irrespective of whether it is directed at or affects the repurchase as such, could materially affect the Company’s business, financial condition, income, operations, or prospects or otherwise materially impair in any way the contemplated future conduct of the Company’s business;

(iii)    there shall have been any action threatened, pending, or taken, or any approval withheld, or any statute, rule, regulation, judgment, order, or injunction threatened, invoked, proposed, sought, promulgated, enacted, entered, amended, enforced, or considered to apply to the repurchase, the Plan or the Company, by any court or any government or governmental, regulatory, or administrative agency or authority or tribunal, domestic or foreign, which, in the Company’s sole discretion, would or might directly or indirectly result in any of the consequences referred to in this Section 8(e);

(iv)    there shall have occurred or be continuing: (A) the declaration of any banking moratorium or suspension of payments in respect of banks in the United States (whether or not mandatory); (B) any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market; (C) the commencement of a war, armed hostilities, or any other national or international crisis directly or indirectly involving the United States; (D) any limitation (whether or not mandatory) by any governmental, regulatory, or administrative agency or authority on, or any event which, in the Company’s sole discretion, might affect, the extension of credit by banks or other lending institutions in the United States; or (E) any change in the general political, market, economic, or financial conditions in the United States or abroad that could have a material adverse effect on the business, condition (financial or otherwise), income, operations, or prospects of the Company;

(v)    a tender or exchange offer for any or all of the shares of Common Stock, or any merger, business combination, or other similar transaction with or involving the Company, shall have been proposed, announced, or made by any person;

(vi)    the person fails to deliver the documents contemplated by Sections 8(b)(iv) or 8(c)(v), as the case may be;

(vii)    the Company concludes, in its sole discretion, that the repurchase will be treated as a dividend, rather than as an exchange, under Section 302(b)(2) or 302(b)(3) of the Code; Code;

(viii)    the Company concludes, in its sole discretion, that the repurchase would be inadvisable in view of (A) a pending or planned initial underwritten public offering of the Common Stock or other financing transaction, (B) pending or planned dividends, redemptions or other distributions to the Company’s stockholders or (C ) any change that has occurred or has been threatened in the business, condition (financial or otherwise), income, operations, liquidity, stock ownership, or prospects of the Company; or

(ix)    an IPO Date shall have occurred prior to the completion of such repurchase.

The Company in its sole discretion shall decide whether any of the foregoing events or circumstances has occurred or is occurring. If it so concludes, then, in its sole discretion, it may reject, in whole or in part, a pending or later-issued Put Notice or revoke, in whole or in part, a pending Call Notice, as the case may be. These rules are for the Company’s sole benefit. It may assert them regardless of the circumstances giving rise to the event (including its own action or inaction), or it may ignore them and proceed with the repurchase. In addition, the Company may assert or ignore them with respect to a repurchase, regardless of whether it makes the same decision with respect to repurchases (contemporaneous or not) involving other persons.

21.

The Company’s exercise of certain of its rights under this Section 8(e) shall have the following consequences:

(i)    If the Company has rejected a Put Notice and the person otherwise would have no further opportunities to exercise that put right, then the person (again subject to this Section 8(e) shall be entitled to exercise the put right during the next Put Period. If the person does not exercise the put right at that time, then it shall expire.

(ii)    If the Company has rejected a Put Notice and the person otherwise would have later opportunities to exercise that put right, then the rejection shall have no special effect.

(iii)    If the Company has revoked a Call Notice and the Company otherwise would not have further opportunities to exercise that call right, then the Company (again subject to this Section 8(e) shall be entitled to exercise the call right during the next Call Period.

(iv)    If the Company has revoked a Call Notice and the Company otherwise would have later opportunities to exercise the call right, then the revocation shall have no special effect.

(f)    Agreements Relating to Common Stock. The Company may require a Participant (or such Participant’s estate or other beneficiary in the event of death, or other permitted transferee), as a condition to exercising or acquiring Common Stock under any Stock Award, (i) to enter into the Stockholders’ Agreement (or any successor to that agreement) or any other agreement relating to stock transfers or voting as the Company may determine in its sole discretion; and (ii) to enter into a written understanding and acknowledgement that the Participant (or such Participant’s estate or other beneficiary in the event of death, or other permitted transferee) will have no entitlement to: (A) participate in any secondary offering or other share sale that may be executed as part of an initial public offering, private equity issuance or other transaction; (B) obtain registration or qualification of shares of Common Stock under the Securities Act or any state securities laws; (C) participate in any registration rights, stock transfer, right of first offer, right of first refusal or other agreement that may be entered into by Permitted Holders in connection with an initial public offering, private equity issuance, other transaction or otherwise; or (D) receive any right to have such Common Stock repurchased by the Company upon termination of Continuous Service for any reason or at any other time.

9. COVENANTS OF THE COMPANY.

(a)    Availability of Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Stock Awards.

(b)    Securities Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained.

22.

10. MISCELLANEOUS.

(a)    Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards shall constitute general funds of the Company.

(b)    Stockholder Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award unless and until (i) such Participant has satisfied all requirements for exercise of the Stock Award pursuant to its terms, (ii) such Participant has paid any amount that may be owed in connection with such exercise and (iii) shares of Common Stock shall have been issued to such Participant.

(c)    No Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or other instrument executed thereunder or in connection with any Award granted thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

(d)    Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).

(e)    Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act, or (ii) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

(f)    Withholding Obligations. To the extent provided by the terms of a Stock Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to a Stock Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such

23.

means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award (but only the extent necessary to cover the minimum statutory withholding obligations or otherwise avoid adverse accounting consequences); or (iii) by such other method as may be set forth in the Stock Award Agreement. For purposes of the foregoing sentence, the Company’s withholding obligation and the satisfaction of such obligation through the withholding of shares of Common Stock shall be based upon Fair Market Value.

(g)    Electronic Delivery. Any reference herein to a “written” agreement or document shall include any agreement or document delivered electronically or posted on the Company’s intranet.

11. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS.

(a)    Capitalization Adjustments. If any change is made in, or other events occur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the effective date of the Plan set forth in Section 14 without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company (each a “Capitalization Adjustment”) the Board shall appropriately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 4(a); (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 4(c) to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder; and (iii) the class(es) and the number of securities and price per share of stock subject to outstanding Stock Awards. Notwithstanding the foregoing, the Board shall proportionately adjust the number of securities and price per share of stock subject to outstanding Stock Awards in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution with respect to the Common Stock effected without receipt of consideration by the Company. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (Notwithstanding the foregoing, except as required by applicable law, the conversion of any convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by the Company.)

(b)    Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, all outstanding Stock Awards shall terminate immediately prior to the completion of such dissolution or liquidation; provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.

(c)    Corporate Transaction. The following provisions shall apply to Stock Awards in the event of a Corporate Transaction unless otherwise provided in a written agreement between the Company or any Affiliate and the holder of the Stock Award:

(i)    Stock Awards May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan (including, but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or the successor’s

24.

parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation may choose to assume or continue only a portion of a Stock Award or substitute a similar stock award for only a portion of a Stock Award. The terms of any assumption, continuation or substitution shall be set by the Board in accordance with the provisions of Section 3(b).

(ii)    Stock Awards Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants)” the vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) shall (contingent upon the effectiveness of the Corporate Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate Transaction), and such Stock Awards shall terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Stock Awards shall lapse (contingent upon the effectiveness of the Corporate Transaction). No vested Restricted Stock Unit Award shall terminate pursuant to this Section 11(c) (ii) without being settled by delivery of shares of Common Stock, their cash equivalent, any combination thereof, or in any other form of consideration, as determined by the Board, prior to the effective time of the Corporate Transaction. Notwithstanding anything in this Section 11(c)(ii) to the contrary, any put rights and call rights pursuant to Section 8 shall survive the Corporate Transaction, unless the shares of Common Stock acquired pursuant to the Stock Award are converted into securities of a surviving corporation or acquiring corporation (or its parent company) that are listed or traded on any established stock exchange or market.

(iii)    Stock Awards Held by Others. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be exercised) shall not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common Stock not subject to the Company’s right of repurchase) shall terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards shall not terminate and may continue to be exercised notwithstanding the Corporate Transaction. No vested Restricted Stock Unit Award shall terminate pursuant to this Section 11(c)(iii) without being settled by delivery of shares of Common Stock, their cash equivalent, any combination thereof, or in any other form of consideration, as determined by the Board, prior to the effective time of the Corporate Transaction. Notwithstanding anything in this Section 11(c)(iii) to the contrary, any put rights and call rights pursuant to Section 8 shall survive the Corporate Transaction, unless the shares of Common Stock acquired pursuant to the Stock Award are converted into securities of a surviving corporation or acquiring corporation (or its parent company) that are listed or traded on any established stock exchange or market.

(iv)    Payment for Stock Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event a Stock Award will terminate if not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Stock Award may not exercise such Stock Award but will receive a payment, in such form as may be determined by the Board, equal in value to the excess, if any, of (i) the value of the property the holder of the Stock Award would have received upon the exercise of the Stock Award, over (ii) any exercise price payable by such holder in connection with such exercise.

25.

(v)    Corporate Transactions Not Precluded. Nothing in this Section 11 or elsewhere in the Plan shall preclude the Company from entering into a Corporate Transaction or shall require the Company to enter into a Corporate Transaction or negotiate any particular terms for a Corporate Transaction.

12. AMENDMENT OF THE PLAN AND AWARDS.

(a)    Amendment of Plan. Subject to the limitations, if any, of applicable law, the Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 11(a), no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy applicable law.

(b)    Stockholder Approval. The Board, in its sole discretion, may submit any other amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to Covered Employees.

(c)    Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith.

(d)    No Impairment of Rights. With the exception of actions taken pursuant to Section 3(b)(iv) and 3(b) (v), rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. Notwithstanding the foregoing, the February 9, 2016 amendment and restatement of the Plan shall not amend the terms of Awards granted on or prior to February 9, 2016.

(e)    Amendment of Awards. The Board, at any time and from time to time, may amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable than previously provided in the Stock Award Agreement or the written terms of a Performance Cash Award, subject to any specified limits in the Plan that are not subject to Board discretion; provided, however, that with the exception of actions taken pursuant to Section 3(b)(iv) and 3(b)(v), the rights under any Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.

13. TERMINATION OR SUSPENSION OF THE PLAN.

(a)    Plan Term. The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of February 9, 2016. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

(b)    No Impairment of Rights. Suspension or termination of the Plan shall not impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant.

26.

14. EFFECTIVE DATE OF PLAN.

The Plan was adopted by the Board and approved by the Company’s stockholders on July 13, 2006, amended on December 7, 2011 and February 5, 2014, and approved by the Company’s stockholders on April 9, 2014. The Plan, as amended and restated on February 9, 2016 shall become effective on April 13, 2016, but no Stock Award shall be exercised (or, in the case of a Restricted Stock Award, Restricted Stock Unit Award, or Other Stock Award shall be granted) unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.

15. CHOICE OF LAW.

The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.

27.

EX-10.10

Exhibit 10.10

LEVI STRAUSS & CO.

SUPPLEMENTAL BENEFIT RESTORATION PLAN

AMENDED AND RESTATED

EFFECTIVE AS OF JANUARY 1, 2005

SECTION 1 INTRODUCTION

1.1 Purpose and History of the Plan. Levi Strauss & Company (the “Company”) established the Levi Strauss Associates Inc. Supplemental Benefit Restoration Plan (the “Plan”) on November 27, 1989 to provide benefits to a select group of management and highly compensated employees of the Company that could not otherwise be provided under its tax-qualified retirement plans due to Code limits.

Effective November 29, 2004, the Company amended and restated the Plan to (i) reflect that this Plan is intended exclusively to provide benefits in excess of those provided under the HOPP, and (ii) freeze benefit accruals under the Plan for all employees except Eligible Employees.

By this instrument, the Company hereby amends and restates the Plan effective January 1, 2005 to comply with the final regulations issued under Code Section 409A. Any amounts accrued and vested before January 1, 2005 are “grandfathered” and shall be administered and paid pursuant to the terms of the Prior Plan. The Plan as amended and restated herein shall apply to a Participant’s benefit accrued on and after January 1, 2005.

1.2 Status of the Plan. The Plan is intended to be an unfunded plan maintained by the Company “primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Section 201(2), 301(a)(3) and 401(a)(1), and the Plan shall be interpreted and administered consistent with this intent.

SECTION 2 DEFINITIONS

2.1 “Actuarial Equivalent Value” shall have the meaning assigned to it under the HOPP.

2.2 “Approved Leave of Absence” means a military, sick or other bona fide leave of absence approved by the Company under its policies which does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract.

2.3 “Beneficiary” means the person or persons designated by the Participant in writing to receive payment of benefits under the HOPP as a result of the Participant’s death.

2.4 “Benefit” means the amount accrued and/or vested under the Plan on or after January 1, 2005.

2.5 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations and rulings issued thereunder. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

2.6 “Committee” means the Administrative Committee of Retirement Plans or its delegate.

2.7 “Company” means Levi Strauss & Company, a Delaware corporation, or any successor corporation thereto.

1

2.8 “Disability” means permanent incapacitation that results in the Participant being determined to be disabled and granted disability benefits under Title II of the Social Security Act. The effective date of a Participant’s Disability shall be the date on which he or she is determined to be disabled under the Social Security Act without regard to any retroactive period of benefit payments awarded under the Social Security Act.

2.9 “Eligible Employee” means an employee who, as of November 28, 2004: (i) participates in the HOPP; (ii) is at least age fifty (50); (iii) has at least ten (10) years of service (as defined in the HOPP) and (iv) is actively employed by the Company.

2.10 “HOPP” means the Revised Home Office Pension Plan of Levi Strauss & Co.

2.11 “Limit” means the Code Section 401(a)(17) limit on compensation or the Code Section 415 limit on benefits under the HOPP

2.12 “Participant” means an Eligible Employee who meets the requirements for participation under Section 3.

2.13 “Prior Plan” means the Levi Strauss & Co. Supplemental Benefit Restoration Plan, as amended and restated effective November 29, 2004.

2.14 “Termination of Employment” means when the Participant ceases to perform services for the Company and all majority- owned subsidiaries of the Company, or such services decrease to a level that is 20 percent or less of the average level of services performed by the Participant over the immediately preceding 36-month period. However, temporary absence from employment because of vacation or Approved Leaves of Absences, and transfers of employment among the Company and its majority-owned subsidiaries shall not be a Termination of Employment.

SECTION 3 PARTICIPATION

3.1 Each Eligible Employee who accrues a benefit under Section 4 after the Effective Date shall be a Participant.

SECTION 4 AMOUNT OF PLAN BENEFITS

A Participant’s Benefit shall equal the benefit the Participant would be entitled to receive under the HOPP determined without regard to any Limit reduced by the benefit the Participant is entitled to receive under the HOPP with respect to accruals on and after January 1, 2005.

4.1 Vesting. A Participant shall become fully vested in his Benefit when such Participant becomes vested under the HOPP.

SECTION 5 TIME AND FORM OF PAYMENT

5.1 Benefits Distributed On or After January 1, 2005 and Before January 1, 2008

(a) Benefits shall be paid to the Participant, his or her Beneficiary (as applicable) at the same time or times, in the same form, and subject to any applicable adjustments, as his or her benefit under the HOPP. Except as provided in subparagraph (b), benefits shall not be paid in the form of a single lump sum.

2

(b) Notwithstanding the foregoing, if the present value of the Participant’s Benefit is $50,000 or less at the time he or she commences payment under the HOPP, such benefit shall be paid in a lump sum. For purposes of this Section 5.1, the present value of any benefit attributable to the HOPP shall be determined in the same manner as single sum payments under Section 9.5 of the HOPP.

5.2 Benefits Distributed On or After January 1, 2008

(a) Time for Distribution – A Participant’s benefit shall be distributed upon the later of:

(i) The first month following the month after the Participant incurs a Termination of Employment; or

(ii) The first month following the month the Participant turns age 55 (collectively, the “Distribution Date”).

(b) Payment Form. A Participant’s Benefit distribution form depends on the present value of his or her Benefit as of the first business day of the month following the month the Participant incurs a Termination of Employment (the “Determination Date”).

(i) A Participant whose Benefit is $50,000 or less on the Determination Date shall receive a lump sum payment.

(ii) A Participant whose Benefit is greater than $50,000 as of the Determination Date shall receive payment in the form of an annuity. The Participant may elect among annuities of Actuarial Equivalent Value by returning an election form to the Committee no later than three months preceding the Participant’s Distribution Date. If the Participant does not make a timely election, payments shall automatically commence on the Participant’s Distribution Date in a straight life annuity for unmarried Participants and a 100% joint and survivor annuity for married Participants.

SECTION 6 DEATH BENEFITS

(a) Death While in Pay Status. If the Participant dies after annuity payments commence, the Participant’s Beneficiary will receive the survivor annuity portion, if any, of the distribution form elected by the Participant pursuant to Section 5.2(b)(ii).

(b) Death Prior to Benefit Payment Commencement.

(i) Time of Payment. If a Participant is age 55 or older when he or she dies, payment shall be made or begin to be made in the month following the date of the Participant’s death. If a Participant dies before age 55, payment shall be made or begin to be made in the month following the month in which the Participant would have attained age 55.

(ii) Form of Payment. If a Participant dies before his or her Distribution Date, the form in which the Benefit shall be paid to the Participant’s Beneficiary depends on the present value of the Participant’s Benefit determined as of the date specified in Section 6(b)(i).

(1) The Beneficiary of a Participant whose Benefit is $50,000 or less shall receive a lump-sum payment.

(2) The Beneficiary of a Participant whose Benefit is more than $50,000 will receive the monthly benefit that would be payable if the Participant elected to receive a 100% qualified joint and survivor annuity with his or her Beneficiary as contingent annuitant.

3

SECTION 7 SOURCE OF PAYMENT

All payments of benefits hereunder shall be paid in cash from the general funds of the Company, and no special or separate fund shall be established, nor other segregation of assets made, to assure such payments; provided, however, that the Company may establish a bookkeeping reserve to meet its obligations hereunder. Nothing in the Plan, nor any action taken pursuant to the provisions of the Plan, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company or the Committee and any employee or other person. If any employee or other person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company.

SECTION 8 ADMINISTRATION OF THE PLAN

8.1 Plan Administration and Interpretation. The Committee shall oversee the administration of the Plan. The Committee shall have complete control and authority to determine the rights and benefits and all claims, demands and actions arising out of the provisions of the Plan of any Eligible Employee, Participant, Beneficiary, deceased Participant, or other person having or claiming to have any interest under the Plan. Benefits under the Plan shall be paid only if the Committee decides in its discretion that the Eligible Employee, Participant or Beneficiary is entitled to them. Notwithstanding any other provision of the Plan to the contrary, the Committee shall have complete discretion to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Eligible Employees and Participants and any person claiming under or through any Eligible Employee or Participant, in the absence of clear and convincing evidence that the Committee acted arbitrarily and capriciously. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant, a Beneficiary, the Company or a trustee (if any). The Committee shall have the responsibility for complying with any reporting and disclosure requirements of ERISA.

8.2 Powers, Duties, Procedures. The Committee shall have such powers and duties, may adopt such rules and tables, may act in accordance with such procedures, may appoint such officers or agents, may delegate such powers and duties, may receive such reimbursements and compensation, and shall follow such claims and appeal procedures with respect to the Plan as the Committee may establish.

8.3 Claims Procedure.

(a) Initial Claim Determination. Claims by a Participant or Beneficiary shall be presented in writing to the Committee. The Committee shall review the claim and determine whether the claim should be approved or denied. In the event the claim is denied (in whole or in part), the Committee shall notify the Participant or Beneficiary in writing of such denial within 90 days after receipt of the claim. The letter of denial shall set forth the following information:

(i) the specific reason or reasons for the denial;

4

(ii) specific reference to pertinent Plan provisions on which the denial is based;

(iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;

(iv) an explanation that a full and fair review by the Committee of the decision denying the claim may be requested by the claimant or his authorized representative by filing with the Committee, within 60 days after such notice has been received, a written request for such review; and

(v) an explanation that if such request is so filed, the claimant or his authorized representative may review relevant documents and submit issues and comments in writing within the same 60 day period specified in paragraph (a)(iv) above.

(b) Extension of Time for Notice of Denial. If special circumstances require an extension of time beyond the 90 day period described in paragraph (a) above, the claimant shall be so advised in writing within the initial 90 day period. In no event shall such extension exceed an additional 90 days. If the Committee does not respond within 90 or 180 days, the claimant may consider the appeal denied.

(c) Appeal of the Committee’s Determination. Any claimant may submit a written request for review of the decision denying the claim if:

(i) The claim is denied by the Committee.

(ii) No reply at all is received after 90 days; or

(iii) The Committee has extended the time by an additional 90 days and no reply is received.

(d) Time of Committee Decision. The decision of the Committee shall be made promptly, and not later than 60 days after the Committee receives the request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receiving the request for review. The claimant shall be given a copy of the decision promptly. The decision shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent Plan provisions on which the decision is based. If the Committee does not respond within 60 or 120 days, the claimant may consider the appeal denied.

(e) Exhaustion of Remedy. No claimant shall institute any action or proceeding in any state or federal court of law or equity, or before any administrative tribunal or arbitrator, for a claim for benefits under the Plan, until he has first exhausted the procedures set forth in this Section.

8.4 Information. To enable the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all matters relating to the compensation of Participants, their employment, retirement, death, termination of employment, and such other pertinent facts as the Committee may require.

5

8.5 Indemnification of Committee. The Company agrees to indemnify and to defend to the fullest extent permitted by law any director, officer or employee who serves on the Committee (including any such individual who formerly served on the Committee) against all liabilities, damages, costs and expenses (including reasonable attorneys’ fees and amounts paid in settlement of any claims approved by the Employer in writing in advance) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith.

SECTION 9 AMENDMENT OR TERMINATION

9.1 Amendment. The Company may, in its sole discretion, amend or modify the Plan at any time, in whole or in part, by action of its Board of Directors or designated officer; provided, however, that no such action shall retroactively impair or otherwise adversely affect the rights of any person to benefits under the Plan that accrued prior to the date of such action, as determined by the Committee.

9.2 Termination.

(a) Although the Company anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that it will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Company reserves the right to discontinue its sponsorship of the Plan and/or to terminate the Plan at any time with respect to all of its Participants, by action of the Company’s Board of Directors or designated officer. The termination of the Plan shall not reduce the amount of any benefit to which the Participant or Beneficiary is entitled to receive under the Plan as of the termination date. Except as provided in paragraph (b) below, benefits shall be maintained under the Plan until such amounts would otherwise have been distributed in accordance with the terms of the Plan and Participants’ validly filed payment elections.

(b) Upon termination of the Plan, the Board of Directors reserves the discretion to accelerate distribution of Participants’ benefits (including those Participants in pay status) in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix).

SECTION 10 GENERAL PROVISIONS

10.1 The right of any Participant or other person to the payment of benefits under the Plan may not be assigned, transferred, pledged or encumbered, either voluntarily or by operation of law, except as provided in Section 11 with respect to qualified domestic relations orders, or as provided below. If any person shall attempt to, or shall, assign, transfer, pledge or encumber any amount payable hereunder, or if by reason of his bankruptcy or other event happening at any time any such payment would be made subject to his debts or liabilities, or would otherwise devolve upon anyone else and not be enjoyed by him or his Beneficiary, the Committee may, in its sole discretion, terminate his interest in any such payment and direct that the same be held and applied to, or for the benefit of, such person, his spouse, children or other dependents, or any other persons deemed to be the natural objects of his bounty, or any of them, in such manner as the Committee may deem proper.

10.2 Any payment to any Participant or Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims under the Plan against the Company, the Committee and a trustee (if any) under the Plan, and the Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect. If any Participant or Beneficiary is determined by the Committee to be incompetent

6

by reason of physical or mental disability (including minority) to give a valid receipt and release, the Committee may cause the payment or payments becoming due to such person to be made to another person for his benefit without responsibility on the part of the Committee, the Company or a trustee (if any) to follow the application of such funds. In the case of a benefit payable on behalf of a Participant, if the Committee is unable to locate the Participant or Beneficiary to whom such benefit is payable, upon the Committee’s determination thereof, such benefit shall be forfeited to the Company. Notwithstanding the foregoing, if subsequent to any such forfeiture the Participant or Beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be restored to the Plan by the Company.

10.3 The Committee shall make appropriate arrangements for satisfaction of any federal or state payroll withholding tax required upon the accrual or payment of any Plan benefits.

10.4 Neither the Plan, nor any action taken hereunder, shall be construed as giving to any employee the right to be retained in the employ of the Company, or as affecting the right of the Company to dismiss any employee.

10.5 The captions preceding the sections hereof have been inserted solely as a matter of convenience, and in no way define or limit the scope or intent of any provisions hereof.

10.6 To the extent Federal laws do not control, the Plan and all rights thereunder shall be governed by, and construed in accordance with, the laws of the State of California.

SECTION 11 QUALIFIED DOMESTIC RELATIONS ORDER

Any other provision of this Plan notwithstanding, a Participant’s benefit under the Plan shall be payable to any “alternate payee,” as such person is defined in Section 414(p)(8) of the Code, as provided in a domestic relations order with respect to the Plan, which would constitute a qualified domestic relations order within the meaning of Section 414(p)(1)(A) of the Code, if the Plan were subject to Section 414(p) of the Code. Determinations under this Section 11, including but not limited to determination of whether an order would constitute a qualified domestic relations order, shall be made by the Committee, or its designee, in its sole discretion. The rights of any alternate payee hereunder are subject to the provisions of the Plan as administered with respect to alternate payees, and the Committee may require an alternate payee to acknowledge that his or her rights are subject to such provisions.

SECTION 12 DISCRETION TO ACCELERATE PAYMENT

(a) The Committee shall have the discretion to make a distribution, or accelerate the time of payment of an accrued benefit if payment is required for:

(i) FICA, FUTA and/or the corresponding withholding provisions of applicable state and local taxes with respect to benefits accrued under the Plan. Any such distribution shall not exceed the aggregate of such tax withholding and shall reduce the Participant’s accrued benefit to the extent of such distributions; or

(ii) Payment of state, local or foreign tax obligations arising from participation in the Plan that apply to benefits accrued under the Plan and FUTA resulting from such payment. Any such payment shall not exceed the amount of such taxes due as a result of Plan participant.

7

(b) The Committee is authorized to accelerate the time or schedule of a payment under the Plan to an individual other than the Participant, or to make a payment under the Plan to an individual other than the Participant, to the extent necessary to fulfill a domestic relations order (as defined in Code Section 414(p)(1)(B)). Payment to an alternate payee under a domestic relations order shall be made within 60 days after the Committee approves such order.

(c) The Committee shall have the discretion to accelerate the time or schedule of a payment under the Plan if the Plan fails to meet the requirements of Code Section 409A and regulations promulgated thereunder, provided that any such payment does not exceed the amount required to be included in income as a result of such failure.

* * *

8

IN WITNESS WHEREOF, LEVI STRAUSS & CO. has caused this Plan to be executed by its duly authorized officer, as of this 29th day of August, 2008.

LEVI STRAUSS & CO.
By:	/s/ Cathy Unruh
Its:	Senior Vice President, Human Resources

EX-10.11

Exhibit 10.11

FIRST AMENDMENT

TO THE

LEVI STRAUSS & CO. SUPPLEMENTAL BENEFIT RESTORATION PLAN

WHEREAS, LEVI STRAUSS & CO. (“LS&Co.”) maintains the Levi Strauss & Co. Supplemental Benefit Restoration Plan, amended and restated effective as of January 1, 2005 (the “Plan”), to provide benefits to a select group of management and highly compensated employees; and

WHEREAS, pursuant to Section 9.1 of the Plan, the Board of Directors of LS&Co. is authorized to amend the Plan at any time and for any reason; and

WHEREAS, LS&Co. desires to amend the Plan to cease benefit accruals for all Plan participants effective as of May 31, 2011; and

WHEREAS, by resolutions duly adopted on June 22, 2000, the Board of Directors of LS&Co. authorized the President and Chief Executive Officer to take certain actions with respect to the Plan; and

WHEREAS, the amendments herein are within the delegated authority of John Anderson.

NOW THEREFORE BE IT RESOLVED, effective as of May 31, 2011, the Plan is hereby amended in the following respects:

1. The following sentence is hereby added to the end of Section 1.1 to read as follows:

“Effective May 31, 2011, the Company amended the Plan to freeze benefit accruals under the Plan for all Eligible Employees.”

2. The following sentence is hereby added to Section 2.4 to read as follows:

“Notwithstanding the foregoing, no Participant shall accrue any additional Benefits under the Plan on or after June 1, 2011.”

3. The following sentence is hereby added to Section 2.12 to read as follows:

“Notwithstanding the foregoing, no Eligible Employee shall become a Participant under the Plan on or after June 1, 2011.”

4. The following sentence is hereby added to Section 3.1 to read as follows:

“Notwithstanding the foregoing, no Eligible Employee shall become a Participant under the Plan on or after June 1, 2011.”

5. The following sentence is hereby added to the introduction of Section 4 to read as follows:

“Notwithstanding the foregoing, no Participant shall accrue any additional Benefits under the Plan on or after June 1, 2011.”

* * *

1

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed this 19th day of May, 2011.

LEVI STRAUSS & CO.
By:	/s/ John Anderson
	John Anderson
	President and Chief Executive Officer

2

EX-10.12

Exhibit 10.12

LEVI STRAUSS & CO.

SEVERANCE PLAN FOR THE WORLDWIDE LEADERSHIP TEAM

TABLE OF CONTENTS

		Page
1.	Definitions		2
2.	Eligibility for Severance Payments and Severance Benefits		5
3.	Amount and Form of Severance Payments and Severance Benefits		6
4.	Administration		10
5.	Amendment or Termination		10
6.	Claims Procedure		11
7.	Source of Payments		12
8.	Inalienability		12
9.	Recovery of Payments Made by Mistake		12
10.	No Enlargement of Employment Rights		12
11.	Applicable Law		12
12.	Severability		12
13.	Execution		13

LEVI STRAUSS & CO.

SEVERANCE PLAN FOR THE WORLDWIDE LEADERSHIP TEAM

Introduction. Levi Strauss & Co. (the “Company”) hereby establishes the Levi Strauss & Co. Severance Plan (the “Plan”) for the benefit of eligible members of the Worldwide Leadership Team (“WLT Member”) of the Company. The Plan implements the severance terms approved by the Company’s Board of Directors (the “Board”) effective March 1, 2017.

The purpose of the Plan is to provide an eligible WLT Member with Severance Payments and Severance Benefits in the event the WLT Member’s employment is terminated under circumstances entitling the WLT Member to Severance Payments and Severance Benefits, as determined in the sole discretion of the Company. The Plan is an unfunded welfare benefit plan for purposes of ERISA, a severance pay plan within the meaning of United States Department of Labor Regulation Section 2510.3-2(b) and an involuntary separation pay plan within the meaning of Treasury Regulation Section 1.409A-1(b)(9). Except as set forth herein, this Plan supersedes all prior policies and practices of the Company with respect to severance, separation pay and separation benefits for WLT Members whose employment is terminated on or after March 1, 2017. Except as set forth herein, this Plan is the only severance program for such WLT Members and specifically supersedes the Levi Strauss & Co, Executive Severance Plan with respect to WLT Members.

1. Definitions.

1.1. “Cause” means that the WLT Member has:

(a) committed any willful, intentional or grossly negligent act materially injuring the interest, business or reputation of the Company or an affiliate of the Company;

(b) engaged in any willful misconduct, including insubordination, in respect of his or her duties or obligations to the Company or an affiliate of the Company;

(c) violated or failed to comply in any material respect with the Company’s or any affiliate of the Company’s published rules, regulations or policies (including, without limitation, the Company’s Worldwide Code of Business Conduct), as in effect from time to time;

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

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

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

(g) breached any applicable employment agreement.

2

For purposes of this Section 1.1, “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.

1.2. “Change in Control” means:

(a) Any person (as that term is used in Sections 13(d) and Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes a beneficial owner or acquires, or has acquired beneficial ownership (as that term is used in Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), of more than 50% (except with respect to an acquisition by the existing stockholders of the Company as of March 1, 2017 as “Permitted Transfers” under Section 2.2 (other than Section 2.2(a)(iv), (v) or (x), or Section 2.2(a)(vii) insofar as to a stockholder thereunder is described in any of Section 2.2(a)(iv), (v) or (x), or Section 2.2(a)(viii) insofar as a partner thereunder is described in any of 2.2(a)(iv), (v), or (x)) of the Stockholders Agreement among the existing stockholders dated as of April 15, 1996) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (“Voting Securities”) of the Company, excluding, however, any acquisition of Voting Securities: (i) directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (ii) by the Company or a subsidiary of the Company, (iii) by an employee benefit plan (or related trust) sponsored or maintained by the Company or entity controlled by the Company, or (iv) pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or

(b) Individuals who, as of March 1, 2017, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to March 1, 2017 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election or removal of the directors of the Company or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or

(c) The Company shall be merged or consolidated with, or, in any transaction or series of transactions, substantially all of the business or assets of the Company shall be sold or otherwise acquired by, another corporation or entity unless, as a result thereof, (i) the stockholders of the Company immediately prior thereto shall beneficially own, directly or indirectly, at least 60% of the combined Voting Securities of the surviving, resulting or transferee corporation or entity (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (“Newco”) immediately thereafter in substantially the same proportions as their ownership immediately prior to such corporate transaction, (ii) no person beneficially owns (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, and the rules and regulations promulgated thereunder), directly or indirectly, 30% or more, of the combined Voting Securities of Newco immediately after such corporate transaction except to the extent that such ownership of the Company existed prior to such corporate transaction and (iii) more than 50% of the members of the Board of Directors of Newco shall be Incumbent Directors; or

(d) The stockholders of the Company approve a complete liquidation or dissolution of the Company.

3

Provided, however, that to the extent necessary to avoid taxation under Code Section 409A, a “Change in Control” shall not be deemed to occur unless the transaction or transactions satisfy Treasury Regulation Section 1.409A-3(i)(5). For the avoidance of doubt, the consummation of an initial public offering of the Company’s common stock shall not constitute a “Change in Control”.

1.3. “Company” means Levi Strauss & Co.

1.4. “Compensation” means:

(a) For purposes of determining an eligible WLT Member’s Severance Pay under Section 3.1(a), the WLT Member’s annual base salary rate in effect on his or her Termination Date divided by fifty-two (52).

Compensation = annual base salary

                             52

(b) For purposes of determining an eligible WLT Member’s Severance Pay under Section 3.1(b), (i) the sum of the WLT Member’s (A) annual base salary rate in effect on his or her Termination Date, plus (B) target bonus amount under the Annual Incentive Plan (“AIP”) for the fiscal year in which the WLT Member’s termination is announced (ii) divided by fifty-two (52).

Compensation = annual base salary + AIP target bonus for the fiscal year in which the termination is announced

52

Compensation is solely used for purposes of determining an eligible WLT Member’s Severance Pay under the Plan.

1.5 “Employee” means a common-law employee of the Company on the Home Office Payroll, including an employee classified by the Company as a U.S. expatriate employee, who is not subject to the overtime provisions of the Fair Labor Standards Act, and who is a Home Office Payroll employee, and who has not signed an agreement that he or she is not entitled to benefits from the Company. An Employee does not include any person who is designated by the Company as an independent contractor or an employee of a third party (including, but not limited, to a “leased employee,” within the meaning of Section 414(n) of the Internal Revenue Code of 1986, as amended (the “Code”)) or any individual who has entered into an independent contractor or consultant agreement with the Company. Individuals not treated as Employees by the Company on its payroll records are excluded from Plan participation even if a court or administrative agency determines that such individuals are Employees.

1.6. “ERISA” means the Employee Retirement Income Security Act of 1974 as amended.

1.7. “Good Reason” means a material negative change in the employment relationship without the WLT Member’s prior written consent, as evidenced by the occurrence of any of the following: (i) a material diminution in the WLT Member’s duties, responsibilities or authority; (ii) material reduction of WLT Member’s base salary except for across-the-board changes for senior executives of the Company; (iii) the mandatory relocation of the WLT Member’s principal business location to an office more than fifty (50) miles from the WLT Member’s primary residence; or (v) material breach by the Company of any applicable employment agreement.

For each event described above in this Section 1.7, the WLT Member must notify the Company within ninety (90) days of the occurrence of the event and the Company shall have thirty (30) days after receiving such notice in which to cure. If the Company fails to cure, the WLT Member’s voluntary termination shall not be considered to be for Good Reason for purposes of this Plan unless the WLT Member voluntarily terminates employment not later than thirty (30) days after the expiration of the cure period.

4

1.8. “General Release Agreement” means a legally binding document, in a form acceptable to the Company, in which an Employee waives any and all claims against the Company (as defined in the General Release Agreement) related to his or her employment or separation from employment. Whether or not a WLT Member chooses to sign the General Release Agreement is completely at his or her discretion.

1.9. “Plan” means the Levi Strauss & Co. Severance Plan for WLT Members, as set forth in this instrument and as hereafter amended.

1.10. “Severance Benefits” means the severance benefits provided to a WLT Member pursuant to Section 3.2 on account of his or her termination from the Company.

1.11. “Severance Payment(s)” or “Severance Pay” means the payments to an eligible WLT Member pursuant to Section 3.1 on account of his or her termination from the Company.

1.12. “Termination Date” means the WLT Member’s final day of employment with the Company which date, in the case of the WLT Member’s involuntary termination, shall be communicated by the Company to the WLT Member; provided, however, that to the extent necessary to avoid taxation under Code Section 409A, a WLT Member’s Termination Date shall be the date the WLT members experiences a “separation from service” within the meaning of Code Section 409A and the Treasury Regulations thereunder.

1.13. “WLT Member” means each Employee identified on Appendix A.

1.14. “Year of Service” means a twelve (12)-month period of employment beginning on the later of the WLT Member’s hire or rehire date. Years of Service are calculated in full twelve (12)-month periods with no credit for partial years.

2. Eligibility for Severance Payments and Severance Benefits.

2.1. General Eligibility. Except as otherwise provided in the Plan, a WLT Member is entitled to Severance Payments and Severance Benefits under the Plan only if his or her employment with the Company is (i) involuntarily terminated by action of the Company without Cause or (ii) voluntarily terminated by action of the WLT Member for Good Reason.

2.2. Exclusions. A WLT Member is not eligible for Severance Payments or Severance Benefits if he or she:

(a) Voluntarily resigns before his or her Termination Date, except to the extent that the WLT Member’s voluntary resignation is for Good Reason;

(b) Is terminated because of failure to return from an approved leave of absence;

(c) Ceases to be a WLT Member as defined by the Plan;

(d) Terminates employment with the Company by reason of death;

(e) Receives consulting fees from the Company following his or her Termination Date; or

5

(f) Is entitled to long-term disability benefits from the Company-sponsored long-term disability plan as of the date the involuntary termination would have occurred had the individual been actively at work on such date.

In addition, if an individual has a written agreement with the Company that provides for severance, separation pay or separation benefits, the terms of such agreement will determine such individual’s severance rights and such individual shall not be eligible for Severance Payments or Severance Benefits (except to the extent such agreement specifically provides for participation in the Plan). For the avoidance of doubt, pursuant to his employment agreement with the Company dated June 9, 2011, as amended, the Company’s Executive Officer is eligible to participate in the Plan but the severance protections relating to his equity awards will be governed by Sections 10(b) and 13(c) of such agreement (and the applicable grant agreements) and not by the terms of the Plan.

3. Amount and Form of Severance Payments and Severance Benefits.

3.1. Payment Amount. An eligible WLT Member is entitled to receive the following Severance Payments:

(a) Severance Payments upon Involuntary Termination without Cause or Voluntary Termination for Good Reason. In exchange for signing a General Release Agreement and not timely revoking it, an eligible WLT Member who (i) is involuntarily terminated from the Company without Cause or voluntarily terminates employment from the Company for Good Reason and (ii) is not eligible for Severance Pay under Section 3.1(b) will be eligible to receive Severance Pay and Severance Benefits, subject to Section 3.3. An eligible WLT Member will receive Severance Pay under this Section 3.1(a) in accordance with the following table:

Chief Executive Officer	104 weeks of Compensation
Other WLT Members	78 weeks of Compensation

(b) Severance Payments upon Change in Control and Involuntary Termination without Cause or Voluntary Termination for Good Reason. In exchange for signing a General Release Agreement and not timely revoking it, an eligible WLT Member who is involuntarily terminated from the Company without Cause or voluntarily terminates employment from the Company for Good Reason within eighteen (18) months immediately following a Change in Control will be eligible to receive Severance Pay and Severance Benefits, subject to Section 3.3. An eligible WLT Member will receive Severance Pay under this Section 3.1(b) in accordance with the following table:

Chief Executive Officer	156 weeks of Compensation
Other WLT Members	104 weeks of Compensation

3.2. Severance Benefits.

(a) “COBRA” Continuation Coverage. A WLT Member and his or her eligible dependents who are enrolled in a Company-sponsored medical, dental or vision plan on the WLT Member’s Termination Date are eligible to continue coverage under these programs for up to eighteen (18) months (or such longer period as may be applicable) under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) Generally, the WLT Member is required to pay the full cost of this coverage, plus a two percent (2%) administrative fee.

6

If a WLT Member and/or his or her eligible dependents timely elect(s) to receive medical continuation coverage through COBRA, the Company will provide a special subsidy at the coverage level in effect as of the WLT Member’s Termination Date through the earlier of (i) the end of the WLT Member’s severance payment period under Section 3.1(a) or 3.1(b) above, as applicable or (ii) eighteen (18) months from the WLT Member’s Termination Date (the “Subsidized COBRA Period”) During the Subsidized COBRA Period, the WLT Member will only be required to pay the same share of the applicable premium for medical coverage that would apply if the WLT Member were participating in the medical plan as an active employee. After the Subsidized COBRA Period, the WLT Member will be required to pay the full applicable COBRA premium for medical coverage to continue such coverage for the remainder of the COBRA period. The Company will not subsidize Company-sponsored dental and vision benefits continuation coverage under COBRA.

If the WLT Member and/or the WLT Member’s eligible dependents become eligible for coverage under another group health plan at any time between the WLT Member’s Termination Date and the end of the Subsidized COBRA Period or are otherwise ineligible for COBRA, the WLT Member shall promptly notify the Company and the Company shall no longer be obligated to provide subsidized medical coverage to the WLT Member and/or the WLT Member’s eligible dependents. All of the terms and conditions of the corresponding medical, dental and/or vision plans sponsored by the Company, as amended from time to time, will apply to a WLT Member (and his or her eligible dependents) receiving COBRA continuation coverage. All periods of Company-subsidized coverage are counted toward the maximum continuation coverage period under COBRA

(b) Life Insurance Continuation. The Company will pay the cost of premiums under its standard basic life insurance program of ten-thousand dollars ($10,000) for the same duration that it subsidizes the COBRA coverage under paragraph (a) above. Such payments shall be made in the same time and form as the Severance Payments in accordance with Section 3.4 hereof.

(c) Retiree Medical Benefits. To the extent a WLT Member is eligible for the Company’s retiree health benefits program, if such WLT Member retires and becomes covered by the Company’s retiree health benefits program, the Company will pay the full cost for the retiree medical coverage for the same duration that it subsidizes the COBRA coverage under paragraph (a) above, reduced by the period during which the WLT Member was receiving subsidized COBRA coverage.

(d) Outplacement Benefits. Eligible WLT Members may be entitled to receive reasonable outplacement counseling and job search benefits. In no event will the Company provide such outplacement benefits to an eligible WLT Member later than December 31 of the second year following his or her Termination Date.

(e) Equity Awards.

(i) If a WLT Member (1) has been granted a Stock Appreciation Right or Restricted Stock Unit Award from the Company, (2) such Stock Appreciation Right or Restricted Stock Unit Award is subject to time-based vesting and (3) the WLT Member’s Termination Date is at least twelve (12) months after the date of grant of such Stock Appreciation Right or Restricted Stock Unit Award, the Stock Appreciation Right or Restricted Stock Unit Award shall continue to vest for the duration of the WLT Member’s severance payment period under Section 3.1(a). The post-termination exercise period of any Stock Appreciation Rights that continue to vest in accordance with the preceding sentence shall run from the end of the severance payment period under Section 3.1(a) instead of from the WLT Member’s Termination Date. Section 3.2(e)(i) does not apply if the WLT Member is eligible for Severance Pay under Section 3.1(b). In that event, Equity Awards granted to a WLT Member will be governed solely by the applicable plan or the applicable award agreement.

7

(ii) If a WLT Member (1) has been granted a Performance Award from the Company on or after January 1, 2017 and (2) becomes eligible for Severance Pay under Section 3.1(b), vesting of such Performance Award shall be accelerated in full to the WLT Member’s Termination Date and the WLT Member shall receive a payout of the Performance Award at 100% of the target award opportunity within 10 days following the 60^th day after the WLT Member’s separation from service.

(iii) Any other equity awards previously granted to a WLT Member will be governed solely by the applicable plan or the applicable award agreement.

(f) Prorated Annual Bonus. A WLT Member will be entitled to a prorated annual bonus for the fiscal year in which the termination occurs, based on actual financial results and 100% for the individual component. Such bonus will paid no later than the 15^th day of the third month following the last day of the Company’s fiscal year in which the termination occurs.

(g) No Substitute Payments. A WLT Member may not receive cash or any other benefit in lieu of the available Severance Benefits.

3.3. Conditions and Limitations on Severance Payments and Severance Benefits. Severance Pay and Severance Benefits a are specifically conditioned upon the WLT Member signing and not later revoking a General Release Agreement at a time and in a manner to be determined by the Company. Under no circumstances will any Severance Pay or Severance Benefits be made to a WLT Member who elects not to sign, or who revokes, a General Release Agreement. The consideration for the General Release Agreement will be the Severance Pay and Severance Benefits the eligible WLT Member would not otherwise be eligible to receive.

3.4. Form and Timing of Severance Payments and Severance Benefits.

(a) Severance Payments under Section 3.1(a) will be paid in installments in accordance with the Company’s regular payroll payment schedule following the eligible WLT Member’s Termination Date and Severance Payments under Section 3.1(b) will be paid in a lump sum upon the eligible WLT Member’s Termination Date; provided, however, that any Severance Pay and Severance Benefits which become available will commence only after the General Release Agreement has been signed, and the revocation period, if any, for the signed General Release Agreement has passed.

(b) If the Company reemploys an eligible WLT Member who is receiving Severance Pay or Severance Benefits under the Plan, the individual will become ineligible and such pay and benefits will cease effective as of the reemployment date.

(c) If a WLT Member dies before Severance Payments are completed, any remaining Severance Payments will be made to the WLT Member’s estate in a lump-sum within sixty (60) days after the WLT Member’s death.

8

(d) The amounts payable pursuant to Section 3.1(a) will cease if the WLT Member accepts other employment or professional relationship with a competitor of the Company (defined as another company primarily engaged in the apparel design or apparel retail business or any retailer with apparel sales in excess of $500 million annually), or if the WLT Member breaches his or her remaining obligations to the Company (e.g., the WLT Member’s duty to protect confidential information and/or agreement not to solicit Company employees).

3.5. Plant Shut-Down or Mass Layoff. If the WLT Member is laid off or discharged because of a plant shut-down or mass layoff to which the federal, or any state, Worker Adjustment and Retraining Notice Act (“WARN”) applies, Severance Payments and Severance Benefits will not be available, except as provided in this Section 3.5. The Company shall provide notice of termination of employment (and may, at its discretion, place employees on paid administrative leave during some portion or all of the WARN notice period), or pay in lieu of notice, or a combination of notice and pay in lieu of notice in accordance with the provisions of WARN. The amount of severance payments to which the WLT Member is entitled under the Plan shall be determined by subtracting the number of days’ pay in lieu of notice (or pay received while on administrative leave during a period for which WARN notice is given) he/she receives pursuant to WARN from the amount of severance payments to which he or she would be otherwise entitled under this Plan. The period of Company-subsidized medical and life insurance coverage under Section 3.2, however, shall not be reduced by the time during which the WLT Member receives continued medical coverage or continued life-insurance coverage as part of the WARN notice period. Instead, the period of Company-subsidized medical and life-insurance coverage under Section 3.2 shall commence as of the date the WARN notice period expires.

3.6. General Release Agreement. The General Release Agreement will be furnished to an eligible WLT Member. It is completely within the eligible WLT Member’s own discretion as to whether he or she elects to sign the General Release Agreement. An eligible WLT Member is encouraged to review the General Release Agreement with his or her personal attorney at his or her own expense, if he or she so desires.

Time Frame for Signing. A WLT Member less than age forty (40) on the date he/she receives the General Release Agreement, must sign, date and return it to the Plan Administrator within seven (7) calendar days of the date of receipt, unless a later date is expressly stated in the General Release Agreement. Minnesota residents, who are less than age forty (40) on the date of receipt, must sign and return the General Release Agreement within twenty-one (21) calendar days of the date of receipt, unless a later date is expressly stated in the General Release Agreement.

A WLT Member age forty (40) or older on the date he/she receives the General Release Agreement, must sign and return it at any time within twenty-one (21) calendar days of the date of receipt (for an individual termination) or at any time within forty-five (45) calendar days of receipt (for a group termination), unless a later date is expressly stated in the General Release Agreement. In the event of a group termination, as determined in the sole discretion of the Company, the Company will furnish affected WLT Members with such additional information as may be required by law.

Revocation Right. A WLT Member who is less than age forty (40) and is not a Minnesota resident on the date of receipt, cannot revoke the General Release Agreement once he/she has signed it. A WLT Member who is age forty (40) or over and not a Minnesota resident, may revoke his/her signed General Release Agreement in writing within seven (7) days after his/her signing the General Release Agreement. A WLT Member who is a Minnesota resident on the date of receipt, may revoke his/her signed General Release Agreement in writing within fifteen (15) calendar days after it is signed and returned. Any such revocation shall be made in writing and shall be received by the Plan Administrator within the seven (7)-day or fifteen (15)-day periods as described.

9

Notwithstanding the foregoing, in all events the WLT Member must execute the General Release Agreement, and any revocation period must have expired, not later than sixty (60) days after the Termination Date in order to receive Severance Pay and Severance Benefits. If such sixty (60)-day period ends in the calendar year following the year that includes the Termination Date, payment of any Severance Pay or Severance Benefits that are subject to Code Section 409A shall be paid or commence to be paid on the first normal payroll date of the calendar year following the year that includes the Termination Date or such later time required by the payment schedule applicable to the payment or benefit, the date the General Release Agreement becomes effective, or Section 3.8 below; provided that the first payment shall include all amounts that would have been paid to the WLT Member if payment had commenced on the Termination Date, if applicable.

3.7. Withholding; Taxes. The Company will withhold from all Severance Payments and Severance Benefits all required federal, state, local and other taxes and any other payroll deductions required. In addition, the Company reserves the right to treat the COBRA subsidy described in Section 3.2(a) and any other benefit hereunder as taxable compensation to the WLT Member (without a tax gross-up) or to restructure such benefit(s), in each case, to the extent necessary or advisable under applicable law.

3.8. Code Section 409A Compliance. For purposes of Code Section 409A, each “payment” (as defined by Code Section 409A) made under the Plan will be considered a “separate payment.” Each such payment will be deemed exempt from Code Section 409A to the full extent permissible under the “short-term deferral exemption” under Treasury Regulation Section 1.409A-1(b)(4) and, with respect to amounts that are not exempt under the short-term deferral exemption or any other exemption and are paid no later than the last day of the second taxable year following the taxable year containing the WLT Member’s Termination Date, the “two years/two times” separation pay exemption under Treasury Regulation Section 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. In the event that any WLT Member is a “specified employee” as defined in Code Section 409A on the WLT Member’s Termination Date, Severance Pay or Severance Benefits that are subject to Code Section 409A shall not be paid until the earlier of the first (1st) payroll date that occurs on or after the date that is six (6) months and one day following the Termination Date, or the date of the WLT Member’s death, and all amounts that would otherwise have been paid prior to such date shall be paid as soon as practicable after such date in a lump sum without interest. The Plan is intended to comply in all respects with Code Section 409A, and to the maximum extent permitted by law shall be so construed. Notwithstanding the foregoing, in no event shall the Company have liability to a WLT Member for any penalty or other adverse tax consequences resulting from Code Section 409A or otherwise.

4. Administration.

The Company is the “Plan Administrator” of the Plan and the “named fiduciary” within the meaning of such terms as defined in ERISA. The Company has the discretionary authority to determine eligibility for Plan benefits and to construe the terms of the Plan, including the making of factual determinations. Severance Pay and Severance Benefits a under the Plan will be payable only if the Company determines in its sole discretion that the WLT Member is entitled to them. The decisions of the Company will be final and conclusive with respect to all questions concerning the administration of the Plan. The Company may delegate to other persons responsibilities for performing certain of its duties under the Plan and may seek such expert advice as it deems reasonably necessary with respect to the Plan. The Company may rely upon the information and advice furnished by such delegatees and experts, unless actually knowing such information and advice to be inaccurate or unlawful.

5. Amendment or Termination.

WLT Members do not have any vested rights to Severance Payments or Severance Benefits. The Company reserves the right, in its sole and unlimited discretion, to amend or terminate the Plan at any time by action of the Human Resources Committee of the Board, or the Board in the case of Severance Pay and Severance Benefits for the Chief Executive Officer, without prior notice to any WLT Member.

10

6. Claims Procedure.

(a) Any person who believes he or she is entitled to any payment under the Plan (“Applicant”) may submit a claim in writing to the Company. Any such claim should be sent to the Health & Welfare Plans Administrative Committee (the “Committee”), c/o Levi Strauss & Co., P.O. Box 7215, San Francisco, CA 94120, Attention: Vice President, Compensation, Benefits & HR Services. If a claim is denied in whole or in part, the Committee will furnish the Applicant within ninety (90) days after receipt of such claim with a written notice, written in a manner calculated to be understood by the Applicant, which includes (i) the specific reason(s) for the denial, (ii) specific references to the Plan provisions on which the denial is based, (iii) a description of any additional material or information necessary for properly completing the claim and an explanation why such material or information is necessary, (iv) a statement that the Applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to his or her claim, and (v) an explanation of the Plan’s appeal procedures. The ninety (90)- day period for responding to a claim may be extended by up to an additional ninety (90) days if the Applicant is given a written notice of the extension, including an explanation of the reason for the extension and an estimate of when the claim will be resolved, by the end of the initial ninety (90)-day period.

(b) An Applicant may appeal the denial of his or her claim and have the Committee reconsider the decision. The Applicant or the Applicant’s authorized representative has the right to: (i) request an appeal by written notice to the Committee at the address identified above no later than sixty (60) days after the receipt of the notice from the Committee denying the Applicant’s claim, (ii) upon request and free of charge, review or receive copies of any documents, records or other information relevant to the Applicant’s claim, and (iii) submit written comments, documents, records and other information relating to the Applicant’s claim in writing to the Committee. In deciding the Applicant’s appeal, the Committee will take into account all comments, documents, records and other information submitted by the Applicant relating to the claim, regardless of whether such information was submitted or considered in the initial review of the claim. If the Applicant does not provide all the necessary information for the Committee to process the appeal, the Committee may request additional information and set deadlines for the Applicant to provide that information.

(c) The Committee’s decision on review will be in writing, written in a manner calculated to be understood by the Applicant, and will include (i) specific reason(s) for the decision, (ii) specific references to the Plan provisions on which the decision is based, (iii) a statement that the Applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to his or her claim, and (iv) a statement of the Applicant’s right to bring a civil action under ERISA Section 502(a) following a denial of his or her appeal for benefits. The notice will be delivered to the Applicant within sixty (60) days after the request for review is received, unless extraordinary circumstances require a longer period, in which event the sixty (60)-day period may be extended by up to an additional sixty (60) days if the Applicant is given a written notice of the extension, including an explanation of the reason for the extension and an estimate of when the appeal will be resolved, by the end of the initial sixty (60)-day period.

(d) The provisions of this Section 6 are intended to comply with ERISA Section 503 and the Regulations issued thereunder, and will be so construed. In accordance with such Regulations, each Applicant will be entitled, upon written request and without charge, to review and receive copies of all material relevant to his or her claim within the meaning of Department of Labor Regulation Section 2560.503-1(m)(8), and to be represented by a qualified representative.

11

(e) In further consideration of being permitted to participate in the Plan, each eligible WLT Member agrees on behalf of himself or herself, and all other persons claiming through him or her, that he or she will not commence any action at law or equity (including without limitation any action under ERISA Section 502), or any proceeding before any administrative agency, for payment of any benefit under this Plan without first filing a written claim for such benefit and appealing the denial of that claim in accordance with the provisions of this Section 6, and in any event not more than one-hundred eighty (180) days after the appeal is denied in accordance with paragraph (c) above.

7. Source of Payments.

All Severance Payments and Severance Benefits will be paid in cash from the general funds of the Company; no separate fund will be established under the Plan and the Plan will have no assets. Any right of any person to receive any payment under the Plan will be no greater than the right of any other unsecured creditor of the Company.

8. Inalienability.

In no event may any WLT Member sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors nor liable to attachment, execution or other legal process.

9. Recovery of Payments Made by Mistake.

An eligible WLT Member must return to the Company any Severance Payment or Severance Benefit, or portion thereof, made by a mistake of fact or law. The Company has all remedies available at law or in equity for the recovery of such amounts.

10. No Enlargement of Employment Rights.

Neither the establishment or maintenance of the Plan, the payment of any amount by the Company nor any action of the Company will confer upon any individual any right to be continued as an Employee nor any right or interest in the Plan other than as provided in the Plan. Other than an Employee who has a written agreement to the contrary signed by the President, Chief Executive Officer or a Senior Vice President of the Company, every Employee is an employee-at-will whose employment with the Company may be terminated by the Company or the Employee at any time with or without cause and with no notice.

11. Applicable Law.

The provisions of the Plan will be construed, administered and enforced in accordance with ERISA and, to the extent applicable, the laws of the State in which the WLT Member resides on his or her Termination Date.

12. Severability.

If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.

12

13. Execution.

IN WITNESS WHEREOF, Levi Strauss & Co., by its duly authorized officer, has executed the Plan on the date indicated below.

LEVI STRAUSS & CO.

Elizabeth Wood

Senior Vice President & Chief Human Resources Officer

        Dated:

13

APPENDIX A

For purposes of this Plan, the following positions are designated as Worldwide Leadership Team members (WLT), assuming the Employee in the position is also a U.S. Home Office Payroll Employee at the time of termination:

President & Chief Executive Officer

Executive Vice President & President, Global Brands

Executive Vice President & President, Global Retail

Executive Vice President & President, Global Ecommerce

Executive Vice President & President, Americas

Executive Vice President & President, Europe

Executive Vice President & President, Asia, ME, Africa

Executive Vice President & Chief Financial Officer

Senior Vice President & Chief Supply Chain Officer

Executive Vice President & General Counsel

Senior Vice President & Chief Human Resources Officer

Senior Vice President & Chief Communications Officer

This list is subject to change and may be revised at any time.

EX-10.13

Exhibit 10.13

LEVI STRAUSS & CO.

ANNUAL INCENTIVE PLAN

1. Purpose

The purpose of the Levi Strauss & Co. Annual Incentive Plan (the “Plan”) is to reward individual achievement of results toward objectives established by Levi Strauss & Co. (the “Company”) for the 2014 fiscal year beginning November 25, 2013 and ending November 30, 2014 and subsequent fiscal years.

2. Definitions

2.1 “Active Employment” means the 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.

2.2 “Award” means an award to a Participant with respect to a Performance Period pursuant to the provisions of the Plan.

2.3 “Base Salary” means, except as otherwise defined by the Committee, the Participant’s base annual wage rate in effect on the last day of the Performance Period, excluding bonuses, overtime, shift differential or any other additional pay items.

2.4 “Beneficiary” means the Participant’s (i) surviving spouse; (ii) living descendants per stirpes; or (iii) duly appointed and qualified executor or personal representative or estate. The Committee may permit Participants to designate other persons as Beneficiaries, but no designation of a Beneficiary shall be effective unless made in accordance with the procedure specified by the Committee and actually received by the Committee prior to the Participant’s death.

2.5 “Board” means the Board of Directors of the Company, as constituted from time to time.

2.6 “Cause” means, except as otherwise determined by the Committee, a finding by the Committee that the Participant has: (a) committed any willful, intentional or grossly negligent act materially injuring the interest, business or reputation of the Company; (b) engaged in any willful misconduct, including insubordination, in respect of his or her duties or obligations to the Company; (c) 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; (d) committed a felony or misdemeanor involving moral turpitude, fraud, theft or dishonesty (including entry of a nolo contendere plea resulting in conviction of a felony or misdemeanor involving moral turpitude, fraud, theft or dishonesty); (e) misappropriated or embezzled any property of the Company (whether or not a misdemeanor or felony); (f) 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 (g) breached any applicable employment or other agreement with the Company. Fort this purpose, “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.

2.7 “Committee” means the Human Resources Committee of the Board.

2.8 “Long-Term Disability” means the employee is disabled within the meaning of, and eligible for benefits under, a long-term disability program or equivalent program maintained by the Company or a Subsidiary employing such employee

2.9 “Participant” means, with respect to a Performance Period, each individual that is classified by the Company as an employee, is in Active Employment during the Performance Period, and is selected by the Committee to participate in the Plan for such Performance Period on such terms determined by the Committee. Persons that are not employees of the Company and work for the Company solely as independent contractors or consultants (in each case, as classified by the Company) shall not be eligible to participate in the Plan even if they are reclassified as employees by the Internal Revenue Service, any government agency, a court, or any other person or governing body. No person shall be a Participant unless he or she is on the payroll of the Company on or before August 31 of the applicable Performance Period, unless otherwise determined by the Committee.

2.10 “Performance Goals” means a formula or standard determined by the Committee (in its sole discretion) for a Performance Period utilizing one or more of the following factors and any adjustment(s) thereto established by the Committee: (a) comparable store sales growth; (b) earnings; (c) earnings before interest and taxes (EBIT); (d) earnings per share; (e) return on equity; (f) return on net assets; (g) return on invested capital; (h) gross sales; (i) net sales; (j) net earnings; (k) free cash flow; (l) total shareholder return; (m) stock price; (n) gross margin; (o) operating margin; (p) market share; (q) inventory levels or inventory turn; (r) cost reduction or containment; (s) customer satisfaction; (t) employee turnover or satisfaction; (u) sales per square foot or sales per employee; (v) working capital; (w) revenue or net revenue; and (x) any combination of the above. As determined in the discretion of the Committee, the Performance Goals for any Performance Period may (a) differ from Participant to Participant; (b) be based on the performance of the Company as a whole or the performance of a specific Participant or a subsidiary, division, department, region, store, function or business unit of the Company; and (c) be measured on an absolute basis or in relation to the Company’s peers or an index.

2.11 “Performance Period” means the fiscal year of the Company.

2.12 “Plan” means this Annual Incentive Plan as amended from time to time.

2.13 “Retirement” means, except as otherwise determined by the Committee, a voluntary termination of employment by a Participant who meets the age and service requirements as defined and determined under the Company retirement plan applicable to the Participant.

2.14 “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, in its sole discretion, deems to be a Subsidiary.

3. Administration of the Plan

The Plan is administered by the Committee. The Committee may delegate its authority under the Plan to such other person or persons as the Committee designates from time to time. In administering the Plan, the Committee may, in its discretion, employ compensation consultants, accountants and counsel and other persons to assist or render advice and other services, all at the expense of the Company. The Committee has the power, in its sole discretion, to interpret the Plan and to adopt rules and procedures it deems appropriate for the administration and implementation of the Plan. The Committee’s determinations and interpretations will be conclusive and binding on all individuals. Responsibilities include (but are not limited to) the following: (a) design and interpret the Plan (including ambiguous terms); (b) approve Participants’ incentive target amounts; (c) approve Performance Goals; (d) approve any incentive pool amounts under the Plan and (e) approve other terms and conditions that may be recommended by the Chairman of the Board or the Chief Executive Officer. The Committee may delegate its day-to-day administrative responsibilities to Company employees and may delegate to Company management the authority to approve amendments to the Plan.

4. Eligibility and Participation

For each Performance Period, the Committee in its sole discretion determines the employees who are Participants and therefore eligible to participate in the Plan with respect to such Performance Period.

5. Amount of Awards

5.1 With respect to each Participant, the Committee shall establish an individual incentive target for the applicable Performance Period. A Participant’s incentive target shall be expressed as a percentage or multiple of Base Salary as determined by the Committee. The Committee shall also establish one or more Performance Goals to be met during such Performance Period and/or individual performance conditions. The Performance Goals and/or the Participant’s individual performance conditions may directly determine the amount of a Participant’s payout or the Performance Goals may establish an incentive pool for the Company or the Participant’s business or similar unit to be allocated to the Participant based on individual performance, the performance of the Participant’s business or similar unit and/or other factors, each in accordance with rules established by the Committee. Except as otherwise determined by the Committee, if a Participant fails to meet his or her individual performance conditions under the Plan, if any, then he or she will be ineligible to receive a payout under the Plan. Actual bonus payout amounts will be reviewed and approved by the Participant’s manager and a member of the Worldwide Leadership Team (“WLT”) and will be subject to any incentive pool limitations established by the Committee, except as otherwise determined by the Committee.

5.2 The maximum amount that can be paid under the Plan to any Participant with respect to any Performance Period is $10,000,000.

5.3 Except as otherwise determined by the Committee, the Participant’s incentive target will be determined based on the Participant’s incentive target and Base Salary as of the last day of the Performance Period without proration.

5.4 Except as otherwise determined by the Committee, if an individual ceases to be a Participant before the end of the Performance Period, other than due to termination of employment, the Participant’s incentive target will be prorated for the length of time he or she worked as a Participant.

5.5 If the Committee designates an individual to become a Participant after the beginning of the Performance Period but on or before August 31 of the Performance Period (or such other date determined by the Committee in its sole discretion), the Participant’s Award will be prorated for the length of time he or she worked as a Participant unless otherwise determined by the Committee. Unless otherwise determined by the Committee, rehired individuals are not entitled to receive credit for prior periods of employment, unless the Participant was involuntarily terminated by the Company without Cause and rehired in the same Performance Period.

5.6 Participants who are on an approved leave of absence during the Performance Period will have their Award prorated to the whole day to exclude any leave of absence in the Performance Period where the Participant is on unpaid status, meaning the individual is not receiving regular pay or is under the Time Off With Pay Program or similar program (“TOPP”). If a Participant is using TOPP while on a leave of absence, TOPP must be taken in full day increments except when being used to supplement other forms of leave related income (i.e. short-term disability, state disability insurance, etc.). This includes leaves for FMLA, Workers’ Compensation, short-term disability, personal leave and military leave. When there are two or more discontinuous leaves in the same Performance Period, the periods of unpaid leave are summed for purposes of calculating the prorated Award.

6. Payment of Awards

6.1 Unless otherwise determined by the Committee, a Participant must be in Active Employment on the date the Award is to be paid. The Committee may make exceptions in the case of Retirement, termination by the Company without Cause, death or Long-Term Disability or under other circumstances, as determined by the Committee in its sole discretion. Notwithstanding the foregoing, in order to comply with the short-term deferral exception under Section 409A of the Code, if the Committee waives the requirement that a Participant must be employed on the date the Award is to be paid, payout shall occur no later than the 15th day of the third month following the later of (i) the end of the Company’s taxable year in which such requirement is waived or (ii) the end of the calendar year in which such requirement is waived.

6.2 Any Awards made under the Plan shall be paid in cash.

6.3 Except as otherwise determined by the Committee, if a Participant dies after the end of a Performance Period and has earned a bonus payout under the Plan, such payout will be distributed to the Participant’s Beneficiary.

7. General

7.1 Tax Matters. The Company shall have the right to deduct from all Awards any federal, state, local income, payroll and/or other taxes required by law to be withheld with respect to such payments. The Company also may withhold from any other amount payable by the Company or any affiliate to the Participant an amount equal to the taxes required to be withheld from any Award. The Company or any Subsidiary has not provided, and will not provide, any tax, financial, legal or other advice related to participation in the Plan, including, but not limited to, tax or financial consequences of participating in the Plan. No provision of the Plan, or any document or presentation about the Plan given to Participants or anyone else, will be interpreted as reflecting such advice.

7.2 Claim to Awards and Employment Rights. Neither this document nor the existence of the Plan is intended to, nor do they imply, any promise of continued employment by the Company. Employment may be terminated with or without Cause, and with or without notice, at any time, for any reason, at the option of the Company or the employee. No one other than the Board, Chief Executive Officer, President or a Senior Vice President of the Company may approve any agreement with an employee that guarantees his or her employment. Such an agreement must be in writing and signed by such an authorized individual.

7.3 Beneficiaries. The Committee, in its sole discretion, may permit payment to a Beneficiary of Awards due under the Plan, if any, in the event of the Participant’s death.

7.4 Nontransferability. A person’s rights and interests under the Plan, including any Award previously made to such person or any amounts payable under the Plan, may not be assigned, pledged, or transferred except, in the event of a Participant’s death, to a designated beneficiary as provided in the Plan, or in the absence of such designation, by will or the laws of descent and distribution.

7.5 Indemnification. Each person who is or shall have been a member of the Committee and each employee of the Company or an affiliate who is delegated a duty under the Plan shall be indemnified and held harmless by the Company from and against any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or proceeding to which he may be a party or in which he may be involved by reason of any action or failure to act under the Plan and against and from any and all amounts paid by him in

satisfaction of judgment in any such action, suit or proceeding against him, provided such loss, cost, liability or expense is not attributable to such person’s willful misconduct. Any person seeking indemnification under this provision shall give the Company prompt notice of any claim and shall give the Company an opportunity, at its own expense, to handle and defend the same before the person undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any power than the Company may have to indemnify them or hold them harmless.

7.6 Expenses. The expenses of administering the Plan shall be borne by the Company.

7.7 Titles and Headings. The titles and headings of the sections of the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

7.8 Governing Law. The Plan and all incentive payouts hereunder will be governed by the laws of the State of California. In applying the laws of the State of California, its rules on choice of law will be disregarded. It is the understanding and intent of the Company that all payments pursuant to the Plan will be exempt from the definition of deferred compensation subject to Section 409A of the Internal Revenue Code and Sections 17501 and 24601 of the California Revenue and Taxation Code, or if not so exempt shall be paid in a manner that conforms to such provisions, and the Plan shall, to be maximum extent permitted by law, be so administered and construed; provided, however, that in no event shall the Company, the plan administrator, or any of their respective members, officers, directors, employees or agents have any liability to any Participant by reason of any additional tax or penalties that may be imposed on any Participant by reason of such provisions.

7.9 Severability. If any provision of the Plan is held to be illegal or invalid for any reason, the illegality or invalidity will not affect the remaining provisions of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision were not part of the Plan.

7.10 No Waiver. Failure of the Company to enforce at any time any provision of the Plan will in no way be construed to be a waiver of such provision or any other provision of the Plan.

7.11 Incorrect Payment of Benefits. If the Committee determines in its sole discretion that the Plan made any overpayment of the amount of any benefits due any payee under the Plan, the Committee may require the payee to return the excess to the Plan or take any other action deemed reasonable by the Committee which may include, without limitation, offset of the excess against any other amount owed to the payee, and each Participant by acceptance of an Award consents to such offset.

7.12 Entire Agreement. This official Plan document represents the exclusive and complete statement of the subject matter hereof, and supersedes any and all prior or contemporaneous understandings, representations, documents and communications between the Company or any Subsidiary and any Participant, whether oral or written, relating to thereto. In the event of any conflict between the provisions of this official Plan document, as amended from time to time, and any other document or presentation describing or otherwise relating to the Plan, this official document will control.

7.13 Other Benefits. No creation of interests or payment of cash under the Plan will be taken into account in determining any benefits under any compensation, pension, retirement, savings, profit sharing, group insurance, welfare or other employee benefit plan of the Company or any Subsidiary. However, unless determined otherwise by the Committee, a Participant may be eligible to elect to defer incentive payments under the terms of the Levi Strauss & Co. Deferred Compensation Plan for Executives. Please refer to the terms of such plan for information regarding possible deferral elections.

7.14 Unfunded Status. The Plan is unfunded. An Award is an unsecured claim against the general assets of the Company, or Subsidiary, as applicable. Although the Company or a Subsidiary may establish a bookkeeping reserve to meet its obligations, any rights acquired by any Participant are no greater than the right of any unsecured general creditor of the Company or any Subsidiary. The Company or any Subsidiary is not required to segregate any assets for incentive payments, and neither the Company, nor any Subsidiary, the Board, the Committee nor the Committee is deemed to be a trustee as to any incentive payment under the Plan. Any liability of the Company or Subsidiary to any Participant is based solely upon any contractual obligations that may be created by the Plan. No provision of the Plan, under any circumstances, gives any Participant or other person any interest in any particular property or assets of the Company or its Subsidiaries. No incentive payment is deemed to be secured by any pledge of, or other encumbrance or security interest in, any property of the Company, or any Subsidiary. Neither the Company, nor any Subsidiary, the Board, nor the Committee is required to give any security or bond for the performance of any obligation that may be created under the Plan.

7.15 No Limit on Capital Structure Changes. The establishment and operation of the Plan will not limit the ability of the Company or of any Subsidiary to reclassify, recapitalize or otherwise change its capital or debt structure; to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize; to pay dividends or make other distributions to stockholders; to repurchase stock or to issue stock; or to take any action in respect of its manufacturing, marketing, distribution, merchandising, operations, management or any other aspect of its business. Notwithstanding the above, the Committee may, in its discretion, adjust the manner in which the performance measures are calculated at any time or from time to time to take into account changes in the Company’s business that the Committee believes affect the relationship between the Company’s performance and such value.

8. Amendments, Suspension or Termination of the Plan

The Committee may modify, amend or terminate any and all provisions of the Plan at any time and for any reason during its existence, and establish rules and procedures for its administration, at its discretion and without notice.

9. Adoption

To record the restatement of the Plan, the Company has caused its duly authorized officer to execute this document on the date indicated herein.

Levi Strauss & Co.

By:	/s/ Ivor Solomon
	Ivor Solomon
	VP, Total Rewards
Date:	9/24/2014
By:	/s/ Chip Bergh
	Chip Bergh
	CEO
Date:	9/24/2014

EX-10.14

Exhibit 10.14

LEVI STRAUSS & CO.

DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND

OUTSIDE DIRECTORS

MASTER PLAN DOCUMENT

AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2011

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINITIONS		1
1.1	“ACCOUNT”		1
1.2	“AFFILIATE”		1
1.3	“ANNUAL BONUS”		1
1.4	“ANNUAL COMPANY CONTRIBUTION”		2
1.5	“ANNUAL INSTALLMENT METHOD”		2
1.6	“BASE ANNUAL SALARY”		2
1.7	“BENEFICIARY” OR “BENEFICIARIES”		2
1.8	“BOARD”		2
1.9	“CODE”		2
1.10	“COMMITTEE”		2
1.11	“COMPANY”		3
1.12	“COMPANY CONTRIBUTION ACCOUNT”		3
1.13	“DIRECTOR”		3
1.14	“DIRECTOR FEES”		3
1.15	“DISABILITY”		3
1.16	“ELECTIVE DEFERRAL”		3
1.17	“ELECTIVE DEFERRAL ACCOUNT”		3
1.18	“EMPLOYEE”		3
1.19	“EMPLOYER”		3
1.20	“ERISA”		3
1.21	“ESIP”		3
1.22	“ESIP DEFERRAL CONTRIBUTION”		4
1.23	“ESIP DEFERRAL CONTRIBUTION ACCOUNT”		4
1.24	“ESIP MAKE-UP ACCOUNT”		4
1.25	“ESIP MAKE-UP CONTRIBUTION”		4
1.26	“ESIP MATCHING CONTRIBUTION”		4
1.27	“ESIP MATCHING CONTRIBUTION ACCOUNT”		4
1.28	“HOPP”		4
1.29	“IN-SERVICE DISTRIBUTION”		4
1.30	“INVESTMENT COMMITTEE”		4
1.31	“MEASUREMENT VEHICLES”		4

i

1.32	“PARTICIPANT”	4
1.33	“PERFORMANCE-BASED COMPENSATION”	5
1.34	“PLAN”	5
1.35	“PLAN YEAR”	5
1.36	“RETIREMENT,” “RETIRE(S)” OR “RETIRED”	5
1.37	“RETIREMENT DATE”	5
1.38	“SEPARATION FROM SERVICE BENEFIT”	5
1.39	“SEPARATION FROM SERVICE”	5
1.40	“TRUST”	6
1.41	“TRUSTEE”	6
1.42	“UNFORESEEABLE FINANCIAL EMERGENCY”	6
ARTICLE 2	ELIGIBILITY AND PARTICIPATION	6
2.1	ELIGIBILITY	6
2.2	ENROLLMENT AND PARTICIPATION	6
2.3	CESSATION OF PARTICIPATION	6
ARTICLE 3	DEFERRALS AND CONTRIBUTIONS	7
3.1	BASE ANNUAL SALARY	7
3.2	ANNUAL BONUS	7
3.3	ESIP DEFERRAL CONTRIBUTION	8
3.4	DIRECTOR FEES	8
3.5	NEWLY-ELIGIBLE EMPLOYEES OR DIRECTORS	8
3.6	COMPANY CONTRIBUTION	9
3.7	ESIP MAKE-UP CONTRIBUTION	9
3.8	ESIP MATCHING CONTRIBUTION	9
ARTICLE 4	ACCOUNTS	9
4.1	ESTABLISHMENT OF ACCOUNTS	9
4.2	VESTING	10
4.3	CREDITING/DEBITING OF ACCOUNTS	10
4.4	FICA AND OTHER TAXES	11
ARTICLE 5	DISTRIBUTION OF ACCOUNT	12
5.1	TIME FOR DISTRIBUTION	12
5.2	IN-SERVICE DISTRIBUTION	12
5.3	BENEFITS UPON RETIREMENT	12

ii

5.4	SEPARATION FROM SERVICE BENEFIT	13
5.5	BENEFITS UPON DEATH	13
5.6	DISABILITY BENEFIT	13
5.7	UNFORESEEABLE FINANCIAL EMERGENCY	13
5.8	DISCRETION TO ACCELERATE PAYMENT	14
ARTICLE 6	BENEFICIARY DESIGNATION	14
6.1	BENEFICIARY	14
6.2	NO BENEFICIARY DESIGNATION	14
6.3	DOUBT AS TO BENEFICIARY	15
6.4	DISCHARGE OF OBLIGATIONS	15
ARTICLE 7	LEAVE OF ABSENCE	15
ARTICLE 8	TERMINATION, AMENDMENT OR MODIFICATION	15
8.1	TERMINATION	15
8.2	AMENDMENT	16
8.3	EFFECT OF PAYMENT	16
ARTICLE 9	ADMINISTRATION	16
9.1	COMMITTEE DUTIES	16
9.2	AGENTS	16
9.3	BINDING EFFECT OF DECISIONS	16
9.4	INDEMNITY OF COMMITTEE	16
ARTICLE 10	CLAIMS PROCEDURES	16
10.1	PRESENTATION OF CLAIM	16
10.2	NOTIFICATION OF DECISION	17
10.3	REVIEW OF A DENIED CLAIM	17
10.4	DECISION ON REVIEW	18
10.5	LEGAL ACTION	18
ARTICLE 11	TRUST	18
11.1	ESTABLISHMENT OF THE TRUST	18
11.2	INTERRELATIONSHIP OF THE PLAN AND THE TRUST	18
11.3	DISTRIBUTIONS FROM THE TRUST	18
ARTICLE 12	MISCELLANEOUS PROVISIONS	18
12.1	STATUS OF PLAN	18

iii

12.2	UNSECURED GENERAL CREDITOR	19
12.3	NONASSIGNABILITY	19
12.4	RIGHT TO OFFSET	19
12.5	NOT A CONTRACT OF EMPLOYMENT	19
12.6	GOVERNING LAW	19
12.7	NOTICE	19
12.8	SUCCESSORS	20
12.9	SPOUSE’S INTEREST	20
12.10	VALIDITY	20
12.11	INCOMPETENT	20
12.12	DISTRIBUTION IN THE EVENT OF TAXATION	20
12.13	INSURANCE	20
12.14	EFFECT ON OTHER PLANS	20

iv

LEVI STRAUSS & CO.

DEFERRED COMPENSATION PLAN

FOR

EXECUTIVES AND OUTSIDE DIRECTORS

(Amended and Restated Effective as of January 1, 2011)

PURPOSE

The Company established the Plan effective as of January 1, 2003 to provide a means by which a select group of management or highly compensated employees and directors, who contribute materially to the continued growth, development and future business success of the Company and its participating subsidiaries, may elect to defer receipt of all or a portion of their compensation or bonuses to save for retirement. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

The Plan was amended and restated effective as of January 1, 2008 to make such modifications as were necessary to comply with Code Section 409A regarding deferred compensation as well as other necessary and desirable changes. Any amounts previously earned and deferred under the Plan which were vested as of December 31, 2004 shall be administered pursuant to the terms of the Plan in effect at that time. From January 1, 2005 through December 31, 2007, the Company operated the Plan in good faith compliance with Code Section 409A and guidance issued thereunder, permitting distribution elections and changes consistent with IRS transition relief. Such elections and changes are documented in materials distributed to participants and completed election forms.

The Plan is hereby amended and restated effective as of January 1, 2011 to make modifications to the Plan and reflect changes in the Company’s deferred compensation programs.

The Company reserves the right in its sole discretion to further amend or modify the Plan to comply with regulations or other guidance promulgated by the Department of the Treasury under Code Section 409A.

ARTICLE 1

DEFINITIONS

For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1 “Account” shall mean the Participant’s Elective Deferral Account, Company Contribution Account, ESIP Deferral Contribution Account, ESIP Make-Up Account and ESIP Matching Contribution Account. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the benefits to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2 “Affiliate” means any member of the group of corporations, trades or businesses or other organizations comprising the “controlled group” with Levi Strauss & Co. under Section 414 of the Code.

1.3 “Annual Bonus” shall mean any of the following bonuses payable by the Company during a Plan Year to a Participant while an Employee or Director and a Participant during that Plan Year:

(a) Payments under the Levi Strauss & Co. Annual Incentive Plan, except for such payments in the Plan Year in which the Employee is hired or becomes newly eligible during a Plan Year;

1

(b) Payments under the Leadership Shares Plan of Levi Strauss & Co.;

(c) Payments under any regularly paid bonus program of Levi Strauss & Co.;

(d) Any retention bonus payable to an Employee;

(e) Any non-recurring special bonus that the Committee designates, in writing, as eligible for deferral under this Plan; or

(f) Payments pursuant to a deferral agreement between the Company and a newly-eligible employee.

1.4 “Annual Company Contribution” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.6.

1.5 “Annual Installment Method” shall be an annual installment payment payable over the number of years selected by the Participant in accordance with this Plan. Each annual installment shall be calculated by multiplying the applicable vested Account by a fraction, the numerator of which is one (1) and the denominator of which is the remaining number of annual payments due the Participant; provided that the first installment may be further reduced to account for a partial-year payment, if applicable. For the first installment, the vested Account balance of the Participant shall be calculated as of the close of business on, or as soon as practicable after, the Participant’s Retirement Date. Remaining annual installments shall be calculated as of the December 31st immediately preceding the Plan Year in which the installment is payable.

1.6 “Base Annual Salary” shall mean the annual cash compensation payable by the Company during a Plan Year to a Participant for services rendered while an Employee and a Participant during that Plan Year, excluding bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, directors fees and other fees, and automobile and other allowances paid to a Participant for services rendered (whether or not such allowances are included in the Employee’s gross income). Base Annual Salary shall be calculated before reduction for amounts deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of the Company, but shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 132(f), 402(e)(3), 402(h), or 403(b).

1.7 “Beneficiary” or “Beneficiaries” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 6, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.8 “Board” shall mean the board of directors of Levi Strauss & Co. The Board may delegate to any committee, subcommittee or any of its members, or to any agent, its authority to perform any act under the Plan, including without limitation those matters involving the exercise of discretion. Any such delegation of discretion will be subject to revocation at any time at the discretion of the Board. Any reference in this Plan document to the Board with respect to such delegated authority will be deemed a reference to its delegate or delegates.

1.9 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.10 “Committee” shall mean the Administrative Committee for Retirement Plans, as described in Article 9.

2

1.11 “Company” shall mean Levi Strauss & Co., a Delaware corporation, or any successor to all or substantially all of the Company’s assets or business.

1.12 “Company Contribution Account” shall mean (i) the sum of the Participant’s Company Contributions, plus (ii) amounts credited or debited in accordance with all the applicable crediting and debiting provisions of this Plan that relate to the Participant’s Company Contribution Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.

1.13 “Director” shall mean an individual who receives remuneration while serving as a member of the board of directors of the Company, provided he or she is also not an Employee while serving in such capacity.

1.14 “Director Fees” shall mean the annual fees payable by the Company during a Plan Year to a Participant, including retainer fees and meeting fees, for services performed while a Director and a Participant during that Plan Year.

1.15 “Disability” shall mean the Participant is determined to be totally disabled by the Social Security Administration.

1.16 “Elective Deferral” shall mean that portion of a Participant’s Base Annual Salary, Annual Bonus and Director Fees that a Participant elects to defer in accordance with Article 3 for any one Plan Year. In the event of a Participant’s Retirement, Disability, death or Separation from Service prior to the end of a Plan Year, such year’s Elective Deferral shall be the actual amount withheld prior to such event.

1.17 “Elective Deferral Account” shall mean (i) the sum of all of a Participant’s Elective Deferrals, plus (ii) amounts credited or debited in accordance with all the applicable crediting and debiting provisions of this Plan that relate to the Participant’s Elective Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Elective Deferral Account.

1.18 “Employee” shall mean any individual whose remuneration for services rendered to an Employer, as recognized by an Employer, is reported on Federal Income Tax Form W-2. An individual’s status as an “Employee” will be determined by the Committee and such determination will be conclusive and binding on all persons notwithstanding any contrary determination of Employee status by any court or governmental agency, including, but not limited to, the Internal Revenue Service. The term Employee excludes an Employee who is designated as ineligible pursuant to a written agreement between the Employee and an Employer.

1.19 “Employer” means the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have adopted the Plan with the written consent of the Board.

1.20 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.21 “ESIP” shall mean the Employee Savings and Investment Plan of Levi Strauss & Co., as it may be amended from time to time, or any successor plan.

3

1.22 “ESIP Deferral Contribution” shall mean a percentage of a Participant’s compensation, as defined in the ESIP (but without regard to the limit imposed by Section 401(a)(17)), that the Participant elects to defer in accordance with Article 3 for any Plan Year.

1.23 “ESIP Deferral Contribution Account” shall mean (i) the sum of all of a Participant’s ESIP Deferral Contributions plus (ii) amounts credited or debited in accordance with all the applicable crediting and debiting provisions of this Plan that relate to the Participant’s ESIP Deferral Contributions, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her ESIP Deferral Contribution Account.

1.24 “ESIP Make-Up Account” shall mean (i) the sum of all of a Participant’s ESIP Make-Up Contributions, plus (ii) amounts credited or debited in accordance with all the applicable crediting or debiting provisions of this Plan that related to the Participant’s ESIP Make-Up Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s ESIP Make-Up Account.

1.25 “ESIP Make-Up Contribution” shall mean, for any fiscal year of the Company, the amount of Employer matching contributions under the ESIP that would have been payable to or for an Employee while a participant in ESIP but for the deferral of Base Annual Salary or Annual Bonus under the Plan.

1.26 “ESIP Matching Contribution” shall mean an amount equal to 125% of the Participant’s ESIP Deferral Contribution and elective deferral contribution under the ESIP up to 6% of the Participant’s compensation, as defined in the ESIP (but without regard to the limitation imposed by Code Section 401(a)(17)) reduced by the amount of matching contributions actually made on behalf of the Participant under the ESIP.

1.27 “ESIP Matching Contribution Account” shall mean (i) the sum of all of a Participant’s ESIP Matching Contributions plus (ii) amounts credited or debited in accordance with all the applicable crediting and debiting provisions of this Plan that relate to the Participant’s ESIP Matching Contributions, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her ESIP Matching Contribution Account.

1.28 “HOPP” shall mean the Revised Home Office Pension Plan of Levi Strauss & Co., as it may be amended from time to time, or any successor plan.

1.29 “In-Service Distribution” shall mean a lump sum payment in an amount that is equal to all or a portion of the Elective Deferral the Participant elects to have distributed as an In-Service Distribution under Section 5.2, credited and debited in the manner provided in Section 4.3, and calculated as of the last business day of the month prior to the date distribution occurs.

1.30 “Investment Committee” shall mean the Investment Committee for Retirement Plans.

1.31 “Measurement Vehicles” shall mean the investment vehicles designated by the Investment Committee, in its sole discretion, and selected by a Participant for purposes of crediting and debiting such Participant’s Account, as described in Section 4.3.

1.32 “Participant” shall mean any Employee or Director who (i) is selected by the Company to participate in the Plan and (ii) has an Account in the Plan.

4

1.33 “Performance-Based Compensation” means compensation the entitlement to or amount of which is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months, as determined by the Committee in accordance with Treasury Regulation Section 1.409A-1(e).

1.34 “Plan” shall mean this Levi Strauss & Co. Deferred Compensation Plan for Executives and Outside Directors, as it may be amended from time to time.

1.35 “Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.36 “Retirement,” “Retire(s)” or “Retired” shall mean:

(a) In the case of an Employee, the Participant’s Separation From Service with an Employer at or after attaining (i) age 55 with 15 years of service or (ii) age 65 with five years of service.

(b) In the case of a Director, the Director’s Separation from Service, for a reason other than death.

1.37 “Retirement Date” shall mean the first day of the month coincident with or next following the date a Participant Retires.

1.38 “Separation from Service Benefit” shall mean the benefit set forth in Article 5.

1.39 “Separation from Service” shall mean the Participant’s termination of employment with all Employers and Affiliates, voluntarily or involuntarily, for any reason other than on account of death or Disability, as determined by the Committee in accordance with Treasury Regulations Section 1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

(a) For a Participant who provides services to an Employer as an Employee, except as otherwise provided in part (c) of this Section, a Separation from Service shall occur when such Participant has experienced a termination of employment with such Employer. A Participant shall be considered to have experienced a termination of employment when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (i) no further services will be performed for the Employer after a certain date, or (ii) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an Employee or as an independent contractor) will permanently decrease to less than 50% of the average level of bona fide services performed by such Participant over the immediately preceding 36 month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months.

Notwithstanding the foregoing, the Participant’s employment relationship with the Employer shall be treated as continuing intact while the individual is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months (or longer, if required by statute or contract). If the period of the leave exceeds six months and the Participant’s right to reemployment is not provided either by statute or contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period for purposes of Code Section 409A only.

5

(b) For a Participant who provides services to an Employer as an independent contractor, a Separation from Service shall occur upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for such Employer, provided that the expiration of such contract(s) is determined by the Committee to constitute a good-faith and complete termination of the contractual relationship between the Participant and such Employer.

1.40 “Trust” shall mean one or more trusts established by the Company in its sole discretion.

1.41 “Trustee” shall mean the individuals or corporation appointed by the Investment Committee under Section 11.1 to administer the Trust in accordance with the terms of the Plan and trust agreement.

1.42 “Unforeseeable Financial Emergency” shall mean a severe financial hardship to the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, a Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Code Section 152(b)(1), (b)(2), and (d)(1)(B)); (b) loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined by the Committee based on the relevant facts and circumstances. In any case, payment may not be made to the extent that such hardship is or may be relieved (x) through reimbursement or compensation by insurance or otherwise, (y) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or (z) by cessation of deferrals under the Plan.

ARTICLE 2

ELIGIBILITY AND PARTICIPATION

2.1 Eligibility. Participation in the Plan shall be limited to a select group of management or highly compensated Employees and Directors of the Company, as determined by the Committee in its sole discretion.

2.2 Enrollment and Participation. To participate initially, an Employee or Director shall properly complete and timely submit a deferral election form to the Committee. Election forms shall be completed and filed with the Committee by the time periods set forth in Article 3 for the particular type of compensation elected for deferral or during such other enrollment period as the Committee determines in accordance with such Article. If no election form is filed or if submission of an election form is not timely, the amount deferred shall be deemed to be zero. A Participant may change or revoke a deferral election at any time before such election becomes irrevocable, which shall occur as of the applicable deadline specified in Article 3 unless the Committee establishes an earlier deadline. Unless the Committee determines otherwise, a new election form shall be required for each Plan Year in which a Participant wishes to defer a type of compensation eligible for deferral.

2.3 Cessation of Participation.

(a) If the Committee determines that a Participant no longer qualifies as a member of a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall prevent the Participant from making future deferral elections as of the first day of the next succeeding Plan Year until

6

the Participant again satisfies the Plan’s eligibility requirements. In the event such Participant again satisfies the Plan’s eligibility requirements, in order to participate in the Plan, he or she must timely complete and file an election form with the Committee by the time periods set forth in Article 3. Such Participant shall remain a Participant in the Plan until his or her Account balance is paid in full.

(b) Elective Deferrals and/or an ESIP Deferral Contribution commitment made by a Participant who incurs a Disability shall be canceled upon such event. If such Participant returns to active employment and he or she is eligible to participate in the Plan, a deferral election may be made in accordance with Articles 2 and 3. Elective Deferrals and/or ESIP Deferral Contributions made by a Participant who has been determined by the Committee to experience an Unforeseeable Financial Emergency will cease. Any deferral election in a subsequent Plan Year will be subject to the provisions of Articles 2 and 3. In either event, the Participant shall remain a Participant in the Plan until his or her Account is paid in full.

(c) Notwithstanding anything in the Plan to the contrary, a Participant shall cease to be an active Participant (i.e., no deferrals or contributions) upon the earliest to occur of his or her Separation from Service, death or Disability. Any outstanding deferral election shall be given effect to the extent any amounts covered by such election are paid after such event.

ARTICLE 3

DEFERRALS AND CONTRIBUTIONS

3.1 Base Annual Salary.

(a) For each Plan Year, a Participant may elect to defer a minimum of 5% and a maximum of 100% of his or her Base Annual Salary. If an election is made for less than 5%, the amount deferred shall be deemed to be zero.

(b) (b) A Participant’s election form with respect to the deferral of Base Annual Salary shall be filed with the Committee before the beginning of each Plan Year in which the Base Annual Salary is earned.

(c) Subject to Section 2.2, such deferral elections shall be irrevocable as of the first day of the Plan Year to which the election form relates.

3.2 Annual Bonus.

(a) For each Plan Year, a Participant may elect to defer a minimum of 1% and a maximum of 100% of each component of his or her Annual Bonus.

(b) (b) A Participant’s election form with respect to the deferral of an Annual Bonus shall be filed with the Committee before the beginning of the Plan Year in which the Annual Bonus is earned. Notwithstanding the foregoing, to the extent the Committee determines that an Annual Bonus constitutes Performance-Based Compensation, the Committee in its sole discretion may permit a Participant to file a deferral election form on or before a date that occurs no later than six months before the end of the performance period. In no event shall an election form for Performance Based Compensation be filed when such compensation is readily ascertainable (within the meaning of Code Section 409A and regulations issued thereunder).

7

(c) Subject to Section 2.2, such deferral election shall be irrevocable as of the first day of the Plan Year to which the deferral election form relates or the deadline established by the Committee for Performance-Based Compensation, as the case may be.

3.3 ESIP Deferral Contribution.

(a) For each Plan Year, a Participant may make an ESIP Deferral Contribution as a percentage (1% minimum and 75% maximum) of the Participant’s compensation, as defined under the ESIP, but without regard to the limitation imposed by Code Section 401(a)(17). Such election shall not take effect until the Participant is no longer eligible to make elective deferrals (other than catch-up contributions) under the ESIP because he or she has reached the maximum amount allowed under either Code Section 402(g) or Code Section 401(a)(17).

(b) A Participant’s election form with respect to an ESIP Deferral Contribution shall be filed with the Committee before the beginning of each Plan Year in which the ESIP Deferral Contribution is earned.

(c) Subject to Section 2.2, such deferral election shall be irrevocable as of the first day of the Plan Year to which the deferral election form relates.

3.4 Director Fees.

(a) For each Plan Year, a Participant may elect to defer a minimum of 5% and a maximum of 100% (in a whole percentage) of Director Fees. If an election is made for less than 5%, the amount deferred shall be deemed to be zero.

(b) A Participant’s election form with respect to the deferral of Director Fees shall be filed with the Committee before the beginning of each Plan Year in which the Director Fees are earned.

(c) Subject to Section 2.2, such deferral elections shall be irrevocable as of the first day of the Plan Year to which the election form relates.

3.5 Newly-Eligible Employees or Directors. Notwithstanding anything in the Plan to the contrary, a newly-eligible Employee or Director shall be given thirty days from the date he becomes eligible to participate in the Plan (as determined in accordance with Treasury Regulation Section 1.409A-2(a)(7)(ii) and the “plan aggregation” rules provided in Treasury Regulation Section 1.409A-1(c)(2)) to complete and submit an election form with respect to Base Annual Salary, an Annual Bonus or Director Fees, and such election shall apply only to amounts paid for services performed after the date on which the election is effective. If an election made in accordance with this Section 3.5 relates to compensation earned based upon a specified performance period, the amount eligible for deferral shall be equal to (i) the total amount of compensation for the performance period, multiplied by (ii) a fraction, the numerator of which is the number of days remaining in the service period after the Participant’s deferral election is made, and the denominator of which is the total number of days in the performance period. Subject to Section 2.2, any deferral election made in accordance with this Section 3.5 shall be irrevocable as of the thirtieth day after the date the Employee or Director becomes eligible to participate in the Plan.

8

3.6 Company Contribution.

(a) During any Plan Year, an Employer may, in its discretion, credit an amount to a Participant’s Company Contribution Account. The Participant must be employed on the date the contribution is made in order to receive such contribution. The Participant’s distribution and Measurement Vehicle elections for the year in which the Company Contribution is made will apply to the amount credited to the Participant’s Company Contribution Account. If the Participant does not have a distribution or Measurement Vehicle election for the year in which the Company Contribution is made, such amount will be invested in the default Measurement Vehicle and paid in accordance with Sections 5.4, 5.5, 5.6, 5.7 and 5.8.

(b) For any Plan Year in which an Employer makes a profit-sharing contribution under the ESIP, an Employer may, in its discretion, credit an amount to a Participant’s Company Contribution Account equal to the difference which would have been allocated under the ESIP without regard to the Code Section 415 limit and the aggregate amount actually allocated to the ESIP. No contribution will be made under this subsection unless the employee is eligible to participate in the ESIP as of the last working day of such Plan Year.

3.7 ESIP Make-Up Contribution. A Participant’s ESIP Make-Up Account shall be credited an ESIP Make-Up Contribution, if applicable.

3.8 ESIP Matching Contribution. An Employer, in its sole and absolute discretion, may credit a Participant’s ESIP Matching Contribution Account with an ESIP Matching Contribution if such Participant elected to make an ESIP Deferral Contribution.

ARTICLE 4

ACCOUNTS

4.1 Establishment of Accounts. Bookkeeping accounts shall be established for each Participant to reflect the deferrals of amounts made for the Participant’s benefit, together with adjustments for income, gains or losses attributable thereto. Accounts are established solely for the purpose of tracking deferrals made by Participants or contributions made by an Employer and any income or adjustments thereto. Unless the Committee determines otherwise, the Plan shall maintain and credit the following sub-Accounts:

(a) Company Contribution Account. The Company Contribution amount, if any, shall be credited to the Company Contribution Account as of the date determined by the Employer in its sole discretion.

(b) Elective Deferral Account. The Participant’s Elective Deferral Account shall reflect a Participant’s Elective Deferrals credited on his or her behalf. The Base Annual Salary portion of the Elective Deferral shall be withheld from payroll according to the Participant’s election. The Annual Bonus and/or Director Fees portion of the Elective Deferral shall be withheld at the time the Annual Bonus and/or Director Fees are, or otherwise would be, paid to the Participant. Elective Deferrals shall be credited to a Participant’s Elective Deferral Account at the time such amounts would otherwise have been paid to the Participant, or as soon as practicable thereafter.

9

(c) ESIP Deferral Account. A Participant’s ESIP Deferral Contribution shall be withheld from payroll and credited to his or her ESIP Deferral Account according to the Participant’s election.

(d) ESIP Make-Up Account. ESIP Make-Up Contributions shall be credited to a Participant’s ESIP Make-Up Account in accordance with the Company’s payroll practice.

(e) ESIP Matching Contribution Account. ESIP Matching Contributions, if any, shall be credited to a Participant’s ESIP Matching Contribution Account for each period during a Plan Year, as determined by the Board of Directors.

4.2 Vesting. Subject to Section 12.2:

(a) A Participant shall at all times be 100% vested in his or her Elective Deferral Account, ESIP Deferral Contribution Account, ESIP Make-Up Account and ESIP Matching Contribution Account;

(b) Except as provided in subsection (c), a Participant shall be vested in his or her Company Contribution Account in accordance with the vesting schedule(s) set forth in his or her employment agreement or any other agreement entered into between the Participant and the Employer. If not addressed in such an agreement, a Participant shall vest in his or her Company Contribution Account in accordance with a schedule established by the Company; and

(c) Upon Retirement a Participant’s Company Contribution Account shall immediately become 100% vested.

4.3 Crediting/Debiting of Accounts. A Participant shall be permitted to allocate his or her Account among Measurement Vehicles. The Investment Committee may discontinue, substitute or add a Measurement Vehicle. The Investment Committee or its delegate shall give the Participant ample advance notice of such a change. The Measurement Vehicles are used solely to credit or debit amounts to a Participant’s Account.

(a) Election of Measurement Vehicles. The Participant shall specify on the election form the percentage of his or her Account to be allocated to a Measurement Vehicle in 1% increments. A Participant may change the percentage allocation among Measurement Vehicles by submitting a new election form. Any change will take effect as soon as reasonably practicable after the Form is submitted.

(b) Failure to Elect Measurement Vehicles. If a Participant fails to make an election to allocate his or her Account under this Section 4.3, the Committee will apply a default Measurement Vehicle until the Participant submits an election form selecting one or more Measurement Vehicle(s).

(c) Crediting or Debiting Method. A Participant’s Account shall be credited or debited on a daily basis based on the performance of each Measurement Vehicle selected by the Participant. The performance of each elected Measurement Vehicle (either positive or negative) will be based on the performance of the underlying measurement standard (e.g., underlying mutual fund or the Company’s performance).

10

(d) No Actual Investment. The Measurement Vehicles are to be used for measurement purposes only, and the crediting or debiting of such amounts to a Participant’s Account shall not be construed as an actual investment of the Account in any investment vehicle underlying such Measurement Vehicle. In the event that an Employer or the Trustee, in its own discretion, decides to invest funds in any or all of the investment vehicles underlying any Measurement Vehicles, no Participant shall have any rights in or to such investments themselves. A Participant’s Account shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company as to his or her Account balance.

(e) Distributions. Upon distribution, the Committee or its delegate shall determine the value of the Participant’s Account based on the applicable Measurement Vehicle(s). If the Participant elected to receive his or her benefit in the Annual Installment Method and the Account is allocated among two or more Measurement Vehicles, the Committee shall reduce the balance of each Measurement Vehicle on a pro-rata basis to make each installment payment.

4.4 FICA and Other Taxes.

(a) Elective Deferrals. The Participant’s Employer shall withhold the Participant’s share of FICA and other employment taxes that apply to the Elective Deferral from that portion of the Participant’s Base Annual Salary and/or Annual Bonus that is not deferred hereunder. If necessary, the Committee may make a distribution from the Participant’s Elective Deferral Account pursuant to Section 5.8 in order to comply with this Section 4.4.

(b) ESIP Make-Up Contributions. The Participant’s Employer shall withhold the Participant’s share of FICA and other employment taxes that apply to the ESIP Make-Up Contribution from such ESIP Make-Up Contribution. If necessary, the Committee may reduce the Participant’s Base Annual Salary and/or Annual Bonus that is not deferred hereunder in order to comply with this Section 4.4.

(c) ESIP Deferral Contributions and ESIP Matching Contributions. The Participant’s Employer shall withhold the Participant’s share of FICA and other employment taxes that may apply to the ESIP Deferral Contribution and ESIP Matching Contribution. If necessary, the Participant’s Base Annual Salary and/or Annual Bonus that is not deferred hereunder may be reduced in order to comply with this Section 4.4.

(d) Company Contribution Account. When a Participant becomes vested in a portion of his or her Company Contribution Account, the Participant’s Employer shall withhold from the Participant’s Base Annual Salary and/or Annual Bonus that is not deferred, in a manner determined by the Employer, the Participant’s share of FICA and other employment taxes. If necessary, the Committee may make a distribution from the vested portion of the Participant’s Company Contribution Account pursuant to Section 5.8 in order to comply with this Section 4.4.

(e) Distributions. The Participant’s Employer, or the Trustee, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer, or the Trustee, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer and the Trustee to the extent permissible under Code Section 409A and regulations issued thereunder.

11

ARTICLE 5

DISTRIBUTION OF ACCOUNT

5.1 Time for Distribution. Except as otherwise provided in this Article 5 and Sections 8.1, 12.4 and 12.12, distribution of a Participant’s Account shall be made on the earliest to occur of:

(a) The date elected by a Participant under Section 5.2 with respect to an In-Service Distribution;

(b) The date set forth in Section 5.3 with respect to the Participant’s Retirement;

(c) The date set forth in Section 5.4 with respect to the Participant’s Separation from Service;

(d) The date set forth in Section 5.5 with respect to the Participant’s death; or

(e) The date set forth in Section 5.6 with respect to the Participant’s Disability.

Notwithstanding any other provision of the Plan to the contrary, in no event shall the distribution of any Account be accelerated to a time earlier than which it would otherwise have been paid, whether by amendment of the Plan, exercise of the Committee’s discretion or otherwise, except as permitted by Section 5.8 or Treasury Regulations issued pursuant to Code Section 409A.

5.2 In-Service Distribution. A Participant may irrevocably elect to receive all or a portion of an Elective Deferral in the form of a future lump sum In-Service Distribution while an Employee or a Director. Subject to the other terms and conditions of this Plan, each In-Service Distribution shall be paid out during the first 60 days of any Plan Year designated by the Participant that is at least three Plan Years after the Plan Year in which the Elective Deferral was deferred. For example, if a three-year In-Service Distribution is elected for Elective Deferrals that are deferred in the Plan Year commencing January 1, 2008, the In-Service Distribution would become payable during a 60 day period commencing January 1, 2012.

(a) Election to Further Defer In-Service Distribution. A Participant may submit a written request to the Committee to postpone (up to two (2) times with respect to each In-Service Distribution election) his or her In-Service Distribution election up to a minimum of five additional years, provided that such request is received by the Committee at least 12 months prior to the date on which the particular In-Service Distribution election would have expired.

(b) Other Benefits Take Precedence Over In-Service Distribution. Should an event occur that triggers a benefit under Sections 5.3, 5.4, 5.5, or 5.6, any Elective Deferral or ESIP Deferral Contribution, subject to credits or debits, as applicable, that is subject to an In-Service Distribution election under this Section 5.2 shall not be paid in accordance with Section 5.2 but shall be paid in accordance with the other applicable Section.

5.3 Benefits Upon Retirement. Upon a Participant’s Retirement, the Participant’s vested Account calculated as of the close of business on, or as soon as practicable after, his or her Retirement Date shall be paid or begin to be paid within 60 days after the Participant’s Retirement Date. Remaining installments, if any, shall be paid during each January following his or her Retirement Date. Payment shall be made in such form as determined below, taking into account any changes to an elected form of payment pursuant to paragraph (c).

12

(a) A Participant’s remaining Account balance shall be paid in a lump sum if:

(i) timely elected by the Participant pursuant to the Plan; or

(ii) the Participant’s remaining Account balance at the time of Retirement is less than $25,000 even if the Participant elected an installment payment form.

(b) Subject to paragraph (a)(ii), a Participant may elect to receive payment of his or her Account balance pursuant to the Annual Installment Method over a period of two, five, 10, 15 or 20 years.

(c) The Participant may change his or her election to an allowable alternative payout form (lump sum or alternative installment period) by submitting a new election form to the Committee, provided that (i) any such election form is received at least 12 months before the Participant’s Retirement Date and (ii) payment is delayed for a minimum of five (5) years after the date the initial payment would otherwise have been paid or commenced. If the Participant’s Retirement Date occurs before such 12 month period has elapsed, then the election to change the payment form shall not take effect.

5.4 Separation from Service Benefit. Upon a Participant’s Separation from Service for any reason other than Retirement, death or Disability, the Participant’s vested Account calculated as of the close of business on, or as soon as practicable after, the date the Participant experiences a Separation from Service shall be paid in a lump sum within 60 days after the date of Separation from Service.

5.5 Benefits Upon Death. If a Participant dies (i) after Retirement but before the retirement benefit is paid in full or (ii) before he Retires, experiences a Separation from Service, or suffers a Disability, the Participant’s Beneficiary shall receive a lump sum payment equal to the remaining vested balance in the Participant’s Account calculated as soon as practicable after the Participant’s death. The lump sum payment shall be made by the end of the year in which the Participant dies or, if later, by the 15th day of the third month following the Participant’s death.

5.6 Disability Benefit. A Participant who incurs a Disability shall receive a lump sum payment equal to his or her vested Account balance calculated as soon as practicable after the Participant incurs the Disability. Such lump sum payment shall be made within 60 days of the Committee’s determination of the Participant’s Disability.

5.7 Unforeseeable Financial Emergency. A Participant who experiences an Unforeseeable Financial Emergency may petition the Committee in writing to receive a partial or full payout from the Plan upon demonstration that he has suffered an Unforeseeable Financial Emergency, and that the distribution is necessary to alleviate the financial hardship created by the Unforeseeable Financial Emergency. The payout shall not exceed the lesser of (i) the sum of the Participant’s Elective Deferral Account, ESIP Deferral Contribution Account, ESIP-Make Up Account or ESIP Matching Contribution Account, plus the vested portion of his or her Company Contribution Account, calculated as if such Participant were receiving a Separation from Service Benefit, or (ii) the amount reasonably needed to satisfy the Unforeseeable Financial Emergency. If the petition for a payout is approved by the Committee payout shall be made within 60 days of the date of approval. Upon the Committee’s determination that a Participant has experienced an Unforeseeable Financial Emergency, the Participant’s existing deferral election shall be cancelled pursuant to Section 2.3(b).

13

5.8 Discretion to Accelerate Payment.

(a) The Committee shall have the discretion to make a distribution, or accelerate the time or schedule of payment from a Participant’s Account if payment is required for:

(i) FICA, FUTA and/or the corresponding withholding provisions of applicable state and local taxes with respect to compensation deferred under the Plan. Any such distribution shall not exceed the aggregate of such tax withholding and shall reduce the Participant’s account balance to the extent of such distributions; or

(ii) Payment of state, local or foreign tax obligations arising from participation in the Plan that apply to an amount deferred under the Plan and FUTA resulting from such payment. Any such payment shall not exceed the amount of such taxes due as a result of Plan participation.

(b) The Committee is authorized to accelerate the time or schedule of a payment under the Plan to an individual other than the Participant, or to make a payment under the Plan to an individual other than the Participant, to the extent necessary to fulfill a domestic relations order (as defined in Code Section 414(p)(1)(B)). Payment to an alternate payee under a domestic relations order shall be made in a lump sum within 60 days after the Committee approves such order.

(c) The Committee shall have the discretion to accelerate the time or schedule of a payment under the Plan if the Plan fails to meet the requirements of Code Section 409A and regulations promulgated thereunder, provided that any such payment does not exceed the amount required to be included in income as a result of such failure.

ARTICLE 6

BENEFICIARY DESIGNATION

6.1 Beneficiary. Each Participant shall have the right, at any time, to designate a Beneficiary(ies) (both primary and contingent) to receive his or her vested Account upon death. A Participant may designate or change a Beneficiary by completing and signing a Beneficiary designation form. Upon the Committee’s receipt of a Participant’s new Beneficiary designation form, all prior Beneficiary designations filed by that Participant shall be canceled. The Committee shall be entitled to rely on the last Beneficiary designation form filed by the Participant and received by the Committee prior to his or her death.

6.2 No Beneficiary Designation. If a Participant fails to designate a Beneficiary or if all designated Beneficiaries predecease the Participant, then payment of a Participant’s vested Account shall be made in the following order:

(a) To the Participant’s surviving spouse, if any;

(b) If the Participant has no surviving spouse, then to his or her living children;

(c) If the Participant has no living children, then to his or her living parents;

14

(d) If the Participant has no living parents, then to his or her living brothers and sisters; or

(e) If the Participant has no living brothers or sisters, then to his or her estate.

6.3 Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Company to either withhold such payments until this matter is resolved to the Committee’s satisfaction, or pay such amount into any court of appropriate jurisdiction, with such court ordered payment completely discharging the liability of the Plan, the Company, and the Committee.

6.4 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Plan, the Company and the Committee from all further obligations under this Plan with respect to that Beneficiary.

ARTICLE 7

LEAVE OF ABSENCE

If a Participant is authorized by an Employer to take a paid or unpaid bona fide leave of absence for any reason, the employment relationship is treated as continuing intact and deferral elections shall remain in force if the period of such leave does not exceed six months, or longer, so long as the Participant retains a right to reemployment under an applicable statute or by contract. If the Participant is on a leave of absence during the time for filing deferral election forms, the Participant shall be permitted to complete a deferral election form for the upcoming Plan Year. Upon return from leave, deferrals shall occur pursuant to the election form in effect for that Plan Year. If no election was made for the Plan Year in which the Participant returns from leave, no deferral shall be withheld.

ARTICLE 8

TERMINATION, AMENDMENT OR MODIFICATION

8.1 Termination. Although the Company anticipates that it will continue the Plan for an indefinite period of time, the Company reserves the right to discontinue its sponsorship of the Plan and/or to terminate the Plan in full or in part at any time with respect to any or all of its participating Employees, Directors, and adopting subsidiaries, regardless of any resulting income tax or other consequences to Participants and their Beneficiaries.

(a) Partial Termination. The Company may partially terminate the Plan by instructing the Committee not to accept any additional deferral elections. If such a partial termination occurs, the Plan shall continue to operate and be effective with regard to deferral elections entered into prior to the effective date of such partial termination.

(b) Complete Termination. The Company may completely terminate the Plan by instructing the Committee not to accept any additional deferral elections, and by terminating all ongoing deferral elections effective as of the end of the Plan Year during which the Plan termination occurs. In the event of complete termination, the Company reserves the discretion to accelerate distribution of Participants’ Accounts (including those Participants in pay status pursuant to an installment election) in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix).

15

8.2 Amendment. The Company reserves the right, at any time, to amend or modify the Plan in whole or in part, regardless of any resulting income tax or other consequences to Participants and their Beneficiaries. However, no amendment or modification shall decrease or restrict the value of a Participant’s vested Account in existence at the time the amendment or modification is made, calculated as if the Participant had Retired or experienced a Separation from Service, as appropriate, as of the effective date of the amendment or modification. The amendment or modification of the Plan shall not affect any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification. The Company’s power to amend or modify the Plan includes the power to suspend or freeze participation in the Plan, provided such suspension or freeze does not cause a prohibited acceleration of compensation under Code Section 409A. In such circumstance, the Company may, in its sole discretion, re-institute the ability of any Participant or group of Participants to make deferrals under Article 3 at any time, provided such action is taken consistent with Code Section 409A.

8.3 Effect of Payment. The full payment of a Participant’s benefit under the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries.

ARTICLE 9

ADMINISTRATION

9.1 Committee Duties. Except as otherwise provided in this Article 9, this Plan shall be administered by the Committee. Members of the Committee may be Participants under this Plan. The Committee shall also have the discretion and authority to establish, amend, interpret, and enforce all appropriate rules and procedures for the administration of the Plan and to resolve any and all questions including interpretations of this Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.

9.2 Agents. In the administration of this Plan, the Committee may, from time to time, employ agents, including Employees, and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to the Company. Any such delegation will be subject to revocation at any time at the discretion of the Committee. Any reference in this Plan document to the Committee with respect to such delegated authority will be deemed a reference to its delegate or delegates.

9.3 Binding Effect of Decisions. Any decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and procedures established hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

9.4 Indemnity of Committee. The Company shall indemnify and hold harmless the Committee, the members of the Committee, and any Employee to whom the duties of the Committee may be delegated, against any and all claims, losses, damages, expenses or liabilities incurred by the Company arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, or any such Employee.

ARTICLE 10

CLAIMS PROCEDURES

10.1 Presentation of Claim. Any Participant may submit to the Committee a written claim for a determination with respect to the amounts distributable to him or her from the Plan. If such claim relates to the contents of a notice received by the Participant, the claim must be made within 60 days after such notice was received by the Participant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Participant.

16

10.2 Notification of Decision. The Committee shall consider a Participant’s claim within 90 days of receiving the claim; provided that if the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Participant prior to the termination of the initial 90 day period. In no event shall such extension exceed a period of 90 days from the end of the initial 90 day period. The extension notice shall indicate the special circumstances requiring an extension of time. The Committee shall notify the Participant in writing:

(a) That the Participant’s requested determination has been made, and that the claim has been allowed in full; or

(b) That the Committee has reached a conclusion contrary, in whole or in part, to the Participant’s requested determination. In such case, the notice shall set forth in a manner calculated to be understood by the Participant:

(i) The specific reason(s) for the denial of the claim, or any part of it;

(i) Specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(ii) A description of any additional material or information necessary for the Participant to perfect the claim, and an explanation of why such material or information is necessary;

(iii) An explanation of the claim review procedure set forth in Section 10.3 below; and

(iv) A statement of the Participant’s right to bring a civil action under ERISA following an adverse benefit determination on review.

10.3 Review of a Denied Claim. On or before 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Participant (or the Participant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. The Participant (or the Participant’s duly authorized representative) may:

(a) Upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Participant’s claim for benefits;

(b) Submit written comments or other documents; and/or

(c) Request a hearing, which the Committee, in its sole discretion, may grant.

17

10.4 Decision on Review. The Committee shall render its decision on review no later than 60 days after the Committee receives the Participant’s written request for a review of the denial of the claim; provided that if the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Participant prior to the termination of the initial 60 day period. In no event shall such extension exceed a period of 60 days from the end of the initial 60 day period. The extension notice shall indicate the special circumstances requiring an extension of time. In rendering its decision, the Committee shall take into account all comments, documents, records and other information submitted by the Participant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The decision shall be written in a manner calculated to be understood by the Participant, and shall contain:

(a) Specific reasons for the decision;

(b) Specific reference(s) to the pertinent Plan provisions upon which the decision was based;

(c) A statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Participant’s claim for benefits; and

(d) A statement of the Participant’s right to bring a civil action under ERISA.

10.5 Legal Action. A Participant’s compliance with the foregoing provisions of this Article 10 is a mandatory prerequisite to a Participant’s right to commence any legal or equitable action with respect to any claim for benefits under this Plan.

ARTICLE 11

TRUST

11.1 Establishment of the Trust. In order to provide assets from which to fulfill the obligations of the Participants and their Beneficiaries under the Plan, the Company may establish a Trust by a trust agreement with a third party, the Trustee, to which the Company may, in its discretion, contribute cash or other property, including securities issued by the Company. The Trustee shall be authorized, upon written instructions received from the Committee or investment manager appointed by the Committee, to invest and reinvest the assets of the Trust in accordance with the applicable trust agreement, including the disposition of Trust assets and reinvestment of the proceeds in one or more investment vehicles designated by the Committee or investment manager appointed by the Committee.

11.2 Interrelationship of the Plan and the Trust. The provisions of the Plan shall govern the rights of a Participant or Beneficiary to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Company, Participants, Beneficiaries and the creditors of the Company to the assets transferred to the Trust.

11.3 Distributions From the Trust. The Company’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Company’s obligations under this Plan.

ARTICLE 12

MISCELLANEOUS PROVISIONS

12.1 Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted in a manner consistent with that intent.

18

12.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Company. For purposes of the payment of benefits under this Plan, any and all of the Company’s assets shall be, and remain, the general assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

12.3 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, any amounts payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, non-assignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law, including, but not limited to, a Participant’s or any other person’s bankruptcy or insolvency.

12.4 Right to Offset. Notwithstanding any Plan provision to the contrary, payment under the Plan may be accelerated or a payment may be made under the Plan as satisfaction of a debt of the Participant to an Employer where such debt is incurred in the ordinary course of the service relationship between the Participant and Employer, provided that the entire amount of reduction in any of the Participant’s taxable years does not exceed $5,000 and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

12.5 Not a Contract of Employment. Nothing contained in the Plan will give any Employee or Director the right to be retained in the employment of the Company or affect the right of the Company to dismiss any Employee or Director. The adoption and maintenance of the Plan will neither constitute a contract between the Company and any Employee or Director nor consideration for, or an inducement to or condition of, the employment or services of any Employee or Director.

12.6 Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of California without regard to its conflicts of laws principles.

12.7 Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail or private delivery service to the following address: Administrative Committee, c/o U.S. Retirement Benefits, Manager, Human Resources, Levi Strauss & Co., P.O. Box 7215, San Francisco, CA 94120.

Alternatively, any notice or filing required or permitted to be given to the Committee under this Plan may be given in writing by facsimile or other electronic media, as determined to be acceptable by the Committee. Notice to the Committee shall be deemed given as of the date of actual receipt by the Committee.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail or private delivery service to the last known address of such Participant appearing on the records of the Company, or sent by facsimile or other electronic media, as determined to be acceptable by the Committee. Notice to a Participant shall be deemed given when personally delivered, when sent by mail or private delivery service, or when successfully transmitted using facsimile or other electronic means.

19

12.8 Successors. The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.

12.9 Spouse’s Interest. The interest in the benefits hereunder of a Participant’s spouse who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable prior to or upon death by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

12.10 Validity. In case any provision of this Plan shall be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

12.11 Incompetent. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared legally incompetent or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

12.12 Distribution in the Event of Taxation. If, for any reason, all or any portion of a Participant’s benefits under this Plan becomes taxable to the Participant prior to receipt, a Participant may petition the Committee or Trustee for a distribution of that portion of his or her benefit that has become taxable. Upon the grant of such a petition, which grant shall not be unreasonably withheld, the Company shall distribute to the Participant immediately available funds in an amount equal to the taxable portion of his or her benefit (which amount shall not exceed a Participant’s unpaid vested Account under the Plan). If the petition is granted, the tax liability distribution shall be made within 90 days of the date when the Participant’s petition is granted. Such a distribution shall affect and reduce the benefits to be paid under this Plan.

12.13 Insurance. The Company, on its own behalf or on behalf of the Trustee, and, in its sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the Trust may choose. The Company or the Trustee, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Company shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Company has applied for insurance.

12.14 Effect on Other Plans. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Company. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

* * *

20

IN WITNESS WHEREOF, the Company has adopted this Plan document as of 12/29, 2010.

LEVI STRAUSS & CO.
By:	/s/ Cathy Unruh
	Cathy Unruh
Title:	Senior Vice President, Human Resources

21

EX-10.15

Exhibit 10.15

FIRST AMENDMENT

LEVI STRAUSS & CO.

DEFERRED COMPENSATION PLAN FOR

EXECUTIVES AND OUTSIDE DIRECTORS

WHEREAS, Levi Strauss & Co. (“LS&Co.”) maintains the Levi Strauss & Co. Deferred Compensation Plan for Executives and Outside Directors, amended and restated as of January 1, 2011 (the “Plan”) to provide a deferred compensation program for a select group of management, highly compensated employees or directors;

WHEREAS, Section 8.2 of the Plan provides that LS&Co. may amend the Plan at any time and for any reason; and

WHEREAS, the amendment herein is within the delegated authority of Cathy Unruh.

WHEREAS, LS&Co. desires to amend the Plan, effective as of the execution date of this First Amendment, to allow newly-eligible employees to elect to make ESIP deferral contributions.

NOW THEREFORE, the Plan is hereby amended, effective as of the date this First Amendment is executed below, in the following respects:

1. Section 3.3(b) of the Plan is hereby amended in its entirety to read as follows:

“(b) A Participant’s election form with respect to an ESIP Deferral Contribution shall be filed with the Committee before the beginning of each Plan Year in which the ESIP Deferral Contribution is earned; provided, however, that for newly-eligible Employees, such election shall be filed with the Committee in accordance with Section 3.5 below.”

2. Section 3.3(c) of the Plan is hereby amended in its entirety to read as follows:

“(c) Subject to Section 2.2, such deferral elections shall be irrevocable as of the first day of the Plan Year to which the election form relates or for newly-eligible Employees, and in accordance with Section 3.5 below, as of the thirtieth day after the date the Employee or Director becomes eligible to participate in the Plan.”

3. Section 3.5 of the Plan is hereby amended in its entirety to read as follows:

“3.5 Newly-Eligible Employees or Directors. Notwithstanding anything in the Plan to the contrary, a newly-eligible Employee or Director shall be given thirty days from the date he becomes eligible to participate in the Plan (as determined in accordance with Treasury Regulation Section 1.409A-2(a)(7)(ii) and the “plan aggregation” rules provided in Treasury Regulation Section 1.409A- 1(c)(2)) to complete and submit an election form with respect to Base Annual Salary, an Annual Bonus, ESIP Deferral Contribution or Director Fees, as applicable, and such election shall apply only to amounts paid for services performed after the date on which the election is effective. If an election made in accordance with this Section 3.5 relates to compensation earned based upon a specified performance period, the amount eligible for deferral shall be equal to (i) the total amount

1

of compensation for the performance period, multiplied by (ii) a fraction, the numerator of which is the number of days remaining in the service period after the Participant’s deferral election is made, and the denominator of which is the total number of days in the performance period. Subject to Section 2.2, any deferral election made in accordance with this Section 3.5 shall be irrevocable as of the thirtieth day after the date the Employee or Director becomes eligible to participate in the Plan.”

* * *

IN WITNESS WHEREOF, the undersigned has caused this First Amendment to be executed this 26th day of August, 2011.

LEVI STRAUSS & CO.
By:	/s/ Cathy Unruh
	Cathy Unruh
	Senior Vice President, Human Resources

2

EX-10.16

Exhibit 10.16

RABBI TRUST AGREEMENT

by and between

LEVI STRAUSS & CO.

and

BOSTON SAFE DEPOSIT AND TRUST COMPANY

TABLE OF CONTENTS

1. ESTABLISHMENT OF TRUST	1
2. TRUST FUNDING REQUIREMENT	2
3. PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES	3
4. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT	4
5. PAYMENTS TO COMPANY	5
6. INVESTMENT AND ADMINISTRATIVE AUTHORITY	5
7. CONTRACTUAL SETTLEMENT AND INCOME; MARKET PRACTICE SETTLEMENTS	7
8. DISPOSITION OF INCOME	8
9. ACCOUNTING BY TRUSTEE	8
10. RESPONSIBILITY OF TRUSTEE	8
11. COMPENSATION AND EXPENSES OF TRUSTEE…	10
12. CHANGE OF CONTROL	10
13. RESIGNATION AND REMOVAL OF TRUSTEE	11
14. APPOINTMENT OF SUCCESSOR	11
15. AMENDMENT OR TERMINATION	12
16. MISCELLANEOUS	12
17. RELIANCE OF REPRESENTATIONS	13

i

RABBI TRUST AGREEMENT

THIS RABBI TRUST AGREEMENT is effective this 1st day of January 1, 2003, by and between LEVI STRAUSS & CO. (“Company”) and BOSTON SAFE DEPOSIT AND TRUST COMPANY (“Trustee”).

WHEREAS, the Company has adopted the nonqualified deferred compensation Plan listed in Appendix A (the “Plan” or, if additional plans are added, collectively referred to as the “Plan”);

WHEREAS, the Company has incurred or expects to incur liability under the terms of such Plan with respect to the individuals participating in such Plan (individually a “Participant” and collectively the “Participants”);

WHEREAS, the Company wishes to establish a trust (the “Trust”) and to contribute to the Trust the assets that shall be held therein, subject to the claims of the Company’s creditors in the event of the Company’s Insolvency, as defined in Section 4, until paid to Participants and their beneficiaries in such manner and at such times as specified in the Plan and this Rabbi Trust Agreement;

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) and benefits under an excess benefit plan as that term is defined in Section 3(36) of ERISA to certain employees in excess of the limitations on contributions and benefits imposed by ss.415 of the Internal Revenue Code of 1986, as amended,; and;

WHEREAS, it is the intention of the Company to make contributions to the Trust to provide a source of funds to meet its liabilities under the Plan.

NOW THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1. Establishment of Trust.

(a) The Company hereby establishes the Trust with the Trustee, consisting of such sums of money and other property acceptable to the Trustee as from time to time shall be paid and delivered to and accepted by the Trustee from the Company (the “Trust Fund”). The Trustee shall have no duty to determine or collect contributions under the Plan and shall have no responsibility for any property until it is received and accepted by the Trustee. The Company shall have the sole duty and responsibility for the determination of the accuracy or sufficiency of the contributions to be made under the Plan.

All such money and other property paid or delivered to and accepted by the Trustee shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Rabbi Trust Agreement.

(b) The Trust hereby established shall be irrevocable; notwithstanding the fact that the Trust is irrevocable, the Company may terminate the Plan (or any of them) at any time.

1

(c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. The Company represents and warrants to the Trustee that: (i) the Plan for which benefits are or may become payable under this Trust is not subject to Part 4 of Title I of ERISA; and (ii) the Plan covers, and will cover, only (x) a select group of management or highly compensated employees as contemplated by Section 401(a) of ERISA and interpretations, opinions, and rulings of the Department of Labor thereunder or (y) participants in an excess benefit plan as defined in Section 3(36) of ERISA.

(d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the purposes of paying Participants under the Plan, expenses of the Trust and, in the event of Insolvency, obligations of the Company to its general creditors as herein set forth. The Participants and their beneficiaries shall have no preferred claim on, nor any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Rabbi Trust Agreement shall be unsecured contractual rights of the Participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 4(a) herein.

(e) In addition to the contributions necessary to meet the Trust Funding Requirement (as defined in Section 2), the Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Rabbi Trust Agreement. Neither the Trustee nor any Participant or beneficiary shall have any right to compel such additional deposits.

Section 2. Trust Funding Requirement.

From time to time but in no event less than annually, the Company shall determine the amount that would be needed to pay Participants and their beneficiaries the benefit which they have accrued pursuant to the terms of the Plan (as certified to the Trustee by the Company) as of the date of the valuation. For purposes of this valuation, the Company shall disregard the total amount credited to the LS&CO. Performance Tracking Vehicle Fund (as defined in the Plan) as of such valuation date. The remaining amount is referred to herein as the “Trust Funding Requirement.” In the event that the fair market value of the Trust assets as of any valuation date before a Change of Control is less than 90% of the Trust Funding Requirement on such date, the Company shall make an additional contribution to the Trust in an amount sufficient to bring the fair market value of the assets in the Trust up to 90% of the Trust Funding Requirement as of the valuation date. Further, the Company shall establish the Trust Funding Requirement as of the date of any Change of Control. If the fair market value of the Trust Fund as of the valuation date is less than the Trust Funding Requirement on such date, the Company shall make an additional contribution so the value of trust assets equals the Trust Funding Requirement as of the valuation date. After a Change of Control, the Company shall establish the Trust Funding Requirement on a semi-annual basis and make additional contributions as necessary to bring the value of the Trust Fund up to the Trust Funding Requirement as of the valuation date. Contributions under this Section 2, if any, shall be made as soon as reasonably practicable after the Trust Funding Requirement is established for a valuation date.

2

When computing the Trust Funding Requirement, the Company may exclude the benefits attributable to any participant if contributions to the Trust Fund on behalf of the participant could cause the participant to incur income tax liability on account of the contribution.

Section 3. Payments to Plan Participants and Their Beneficiaries.

(a) The Company shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), and that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. The Company shall be responsible for notifying the Trustee of any change in the information on the Payment Schedule. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with such Payment Schedule.

It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plan and the Trust Fund, including without limitation income taxes payable on the Trust Fund’s income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust Fund pursuant to the Plan, and all reporting required in connection with any such taxes. To the extent that the Company is required by applicable law to pay or withhold such taxes or to file such reports, such obligation shall be a responsibility allocated to the Company, as the case may be, hereunder. To the extent the Trustee is required by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligation, shall direct the Trustee with respect to the performance of such obligations and shall provide the Trustee with all information required by the Trustee to meet such obligations. Notwithstanding the foregoing, the Company may elect to pay any applicable taxes directly. In the event the Company pays taxes directly, such amounts may be reimbursed from Trust assets by the Trustee, provided that the Company certifies the amount of taxes paid directly and instructs the Trustee to remit a reimbursement of such taxes to the Company.

(b) The entitlement of a Participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. The Company shall notify the Trustee of such determination and shall direct commencement of payments of such benefits.

(c) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their beneficiaries. If requested by the Company, the Trustee shall reimburse the Company for any benefits under the Plan and Trust which are paid by the Company or otherwise satisfied. In addition, if the principal of the Trust, together with any earnings thereon, are not sufficient to make payment of benefits in accordance with the terms of the Plan, the Company shall immediately make up the balance of each such payment as it falls due. The Trustee shall notify the Company when principal and earnings are not sufficient.

3

Section 4. Trustee Responsibility regarding Payments to Trust Beneficiary When Company Is or Is Alleged to Be Insolvent.

(a) The Trustee shall cease payment of benefits to the Participants and their beneficiaries if the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Rabbi Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. A determination of Insolvency under the terms of this Rabbi Trust Agreement does not constitute an admission of insolvency by the Company for any other purpose.

(b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.

(1) The Board of Directors and the Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of the Company’s Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Participants or their beneficiaries. In all cases, the Trustee shall be entitled to conclusively rely upon the written certification of the Board of Directors or the Chief Executive Officer of the Company when determining whether the Company is Insolvent.

(2) Unless the Trustee has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency.

(3) If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to the Participants or their beneficiaries and shall hold the assets of the Trust for the benefit of the Company’s general creditors except that the Trustee’s fees and expenses may continue to be paid pursuant to Section 11 subject to any applicable bankruptcy rules. Nothing in this Rabbi Trust Agreement shall in any way diminish any rights of the Participants or their beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Plan or otherwise.

(4) The Trustee shall resume the payment of benefits to the Participants or their beneficiaries in accordance with Section 3 of this Rabbi Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent).

4

(c) Provided that there are sufficient assets if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 4(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to the Participants or their beneficiaries under the terms of the Plan (as certified to the Trustee by the Company) for the period of such discontinuance less the aggregate amount of any payments made to the Participants or their beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 5. Payments to Company.

Except as otherwise specifically provided in this Rabbi Trust Agreement, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits has been made to the Participants and their beneficiaries pursuant to the terms of the Plan (as certified to the Trustee by the Company). Notwithstanding the above, in the event that the Company reasonably determines as of any valuation date that the fair market value of Trust assets exceeds 110% of the Trust Funding Requirement (the amount of such excess over 110% referred to hereinafter as “Trust Surplus”), then the Company may direct the Trustee to transfer to the Company such assets as shall be designated by the Company in an amount not to exceed the Trust Surplus. The Trustee shall be entitled to rely solely on the Company’s representation that the amounts directed to be returned to the Company do not exceed the applicable Trust Surplus and shall have no duty to review the Company’s determination of the amount of the Trust Surplus. In addition, the Company may direct the Trustee to transfer to the Company Trust Fund assets in an amount necessary to avoid triggering taxable income to a Participant or beneficiary if such Participant or beneficiary would be required to recognize income tax on such funds if they remain in the Trust. The Trustee shall be entitled to rely solely on the Company’s representation that the amount directed to be returned to the Company could become taxable to a Participant or beneficiary and shall have no duty to review the Company’s determination of the amount.

Section 6. Investment and Administrative Authority.

(a) Prior to a Change of Control the Company shall establish and maintain written investment guidelines (the “Investment Guidelines”), which may be revised by the Company from time to time, for the investment of the assets in the Trust Fund. The Trust Fund shall at all times be managed in accordance with the Investment Guidelines then in effect. The Company may appoint and remove one or more investment managers from time to time to manage specified portions of the Trust Fund. To the extent that assets of the Trust Fund are not so managed by an investment manager appointed by the Company, the Company shall manage all such assets. The Company and each investment manager shall designate in writing the persons who are authorized to represent such party in dealing with the Trustee. Except as provided in subsection (b) below, the Trustee shall have no investment duties for the Trust Fund. The Trustee shall have no duty to inquire whether investment directions received from the Company or an investment manager are in accordance with the Plan or the Investment Guidelines, or to review the assets purchased, retained or sold.

(b) After a Change of Control, the Trustee shall have and exercise sole investment discretion with respect to all of the Trust Fund in accordance with the Investment Guidelines in effect immediately prior to a Change of Control, a copy of which shall be provided prior to a Change of Control to the Trustee by the Company. The Trustee’s sole responsibility with regard to investment discretion shall be to exercise such

5

discretion in accordance with the Investment Guidelines. Thereafter, the Investment Guidelines may be changed from time to time by mutual agreement of the Trustee and the Company. The Trustee may, in its sole discretion, appoint, retain or terminate an investment manager (including any affiliate of the Trustee) to manage all or a portion of the Trust Fund in accordance with the current Investment Guidelines.

(c) The Company shall have the right at any time, and from time to time, in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by Company in a non-fiduciary capacity without the approval or consent of any person in a fiduciary capacity.

(d) In addition to those powers conferred by law, the Trustee shall have the following powers:

(1) The Trustee may invest and reinvest the principal and income of the Trust and keep it invested, without distinction between principal and income, in any security or property pursuant to the direction of the Company or an investment manager appointed by the Company prior to a Change of Control and in the Trustee’s sole discretion after a Change of Control; provided, however, that in no event may the Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by the Company, other than a de minimis amount held in common investment vehicles in which the Trustee invests. Also, in no event shall the Trust be invested in real estate. For this purpose, “real estate” includes, but is not limited to, real property, leaseholds, mineral interests, and any form of assets which is secured by any of the foregoing. All rights associated with assets of the Trust shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with the Participants.

(2) The Trustee may collect and receive any and all money and other property due the Trust and give full discharge therefor.

(3) The Trustee may deposit cash into interest bearing accounts in the banking department of the Trustee or an affiliated banking organization;

(4) The Trustee may purchase, enter, sell, hold, and generally deal in any manner in and with contracts for the immediate or future delivery of financial instruments of any issuer or of any other property and may also grant, purchase, sell, exercise, permit to expire, permit to be held in escrow, or otherwise acquire, dispose of, hold and generally deal in any manner with and in all forms of options or any combination thereof pursuant to the direction of the Company or an investment manager appointed by the Company prior to a Change of Control, and in the Trustee’s sole discretion after a Change of Control provided that such investments are in accordance with the Investment Guidelines.

(5) The Trustee may settle, compromise or submit to arbitration any claims, debt or damages due or owing to or from the Trust; the Trustee may also commence or defend suits or legal proceedings to protect any interest of the Trust, and may represent the Trust in all suits or legal proceedings in any court or before any other body or tribunal.

6

(6) The Trustee may take all action necessary to pay for authorized transactions, including the temporary advancement of cash or securities to settle security purchases and/or foreign exchange or contracts for foreign exchange and any property at any time held in the Trust Fund shall be security therefore to the extent of such advancement until it is repaid.

(7) The Trustee may appoint custodians, subcustodians or subtrustees, domestic or foreign (including affiliates of the Trustee), as to part or all of the Trust. The Trustee shall not be responsible or liable for any losses or damages suffered by the Company arising as a result of the insolvency of any custodian, subcustodian or subtrustee, except to the extent the Trustee was negligent in its selection or continued retention of such custodian, subcustodian or subtrustee. In no event shall Trustee be liable for the acts or omissions of any custodian, subcustodian or subtrustee appointed pursuant to the direction of the Company or an investment manager.

(8) The Trustee may hold property in nominee name, in bearer form, or in book entry form, in a clearinghouse corporation or in a depository (including an affiliate of the Trustee), so long as the Trustee’s records clearly indicate that the assets held are a part of the Trust. The Trustee shall not be responsible for any losses resulting from the deposit or maintenance of securities or other property (in accordance with market practice, custom, or regulation) with any recognized foreign or domestic clearing facility, book-entry system, centralized custodial depository, or similar organization.

(9) The Trustee may generally do all acts, whether or not expressly authorized, which the Trustee may deem necessary or desirable for the protection of the Trust.

Section 7. Settlement and Income; Market Practice Settlements.

(a) In accordance with the Trustee’s standard operating procedure, the Trustee shall credit the Trust Fund with income, which shall include interest, dividends and return of capital, and maturity proceeds on securities on contractual payment date net of any taxes or upon actual receipt. To the extent the Trustee credits income on contractual payment date, the Trustee may reverse such accounting entries to the contractual payment date if the Trustee reasonably believes that such amount will not be received.

(b) In accordance with the Trustee’s standard operating procedure, the Trustee will attend to the settlement of securities transactions on the basis of either contractual settlement date accounting or actual settlement date accounting. To the extent the Trustee settles certain securities transactions on the basis of contractual settlement date accounting, the Trustee may reverse to the contractual settlement date any entry relating to such contractual settlement if the Trustee reasonably believes that such amount will not be received.

(c) Settlements of transactions may be effected in trading and processing practices customary in the jurisdiction or market where the transaction occurs. The Company acknowledges that this may, in certain circumstances, require the delivery of cash or securities (or other property) without the concurrent receipt of securities (or other property) or cash. In such circumstances, the Trustee shall have no responsibility for nonreceipt of payment (or late payment) or nondelivery of securities or other property (or late delivery) by the counterparty.

7

Section 8. Disposition of Income.

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

Section 9. Accounting by Trustee.

The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee.

Within sixty (60) days following the close of each calendar year and within ninety (90) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. If, within 120 days after the Trustee mails to the Company a statement with respect to the Trust, the Company has not given the Trustee written notice of any exception or objection thereto, the statement shall be deemed to have been approved, and in such case, the Trustee shall not be liable for any matters in such statements. The Company or its agent shall have the right at its own expense and with prior written notice to the Trustee to inspect the Trustee’s books and records directly relating to the Trust Fund during normal business hours.

Section 10. Responsibility of Trustee.

(a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Plan (as certified to the Trustee by the Company) or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a third party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b) The Trustee is not a party to and has no duties or responsibilities under the Plan other than those that may be expressly contained in this Rabbi Trust Agreement. In any case in which a provision of this Rabbi Trust Agreement conflicts with any provision in the Plan, this Rabbi Trust Agreement shall control.

(c) The Trustee shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Rabbi Trust Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by the proper party or parties.

8

(d) The Company agrees to indemnify and hold harmless the Trustee, its parent, subsidiaries and affiliates, and each of their respective officers, directors, employees and agents from and against all liability, loss and expense, including reasonable attorneys’ fees and expenses incurred by the Trustee or any of the foregoing indemnitees arising out of or in connection with this Rabbi Trust Agreement, except as a result of the Trustee’s own negligence, willful misconduct, bad faith or breach of this Agreement or of its fiduciary duties . The Trustee shall be fully indemnified by the Company for any action taken in accordance with, or any failure to act in the absence of, the Company’s or an investment manager’s directions. If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee’s costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments except where the Trustee is determined to be liable due to its negligence, willful misconduct, bad faith, or breach of this Rabbi Trust Agreement or of its fiduciary duties. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. This Section 10(d) shall survive the termination of this Rabbi Agreement.

(e) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder and as a part of its reimbursable expenses under this Agreement, pay counsel’s reasonable compensation and expenses. The Trustee shall be entitled to rely on and may act upon advice of counsel on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice.

(f) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals, including affiliates, to assist it in performing any of its duties or obligations hereunder.

(g) The Trustee shall have without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

(h) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

(i) Notwithstanding anything in this Rabbi Trust Agreement to the contrary contained herein, the Trustee shall not be responsible or liable for any losses to the Trust resulting from any event beyond the reasonable control of the Trustee, its agents or custodians, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de

9

jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event. This Section shall survive the termination of this Rabbi Trust Agreement.

(j) The Trustee shall not be liable for any act or omission of any other person, except to the extent that such person is an agent of the Trustee (not appointed pursuant to the direction of the Company or an investment manager) or under the control of the Trustee, in carrying out any responsibility imposed upon such person and under no circumstances shall the Trustee be liable for any indirect, consequential, or special damages with respect to its role as Trustee.

Section 11. Compensation and Expenses of Trustee.

The Company shall pay all Trustee’s fees and expenses necessary for the Trustee to fulfill its duties hereunder as mutually agreed between the parties. If not so paid within sixty (60) days after an invoice is sent to the Company, the fees and expenses shall be paid from the Trust. The Company acknowledges that as part of the Trustee’s compensation, the Trustee may earn interest on balances including disbursement balances and balances arising from purchase and sale transactions. If the Trustee advances cash or securities to the Trust for any purpose, or in the event that the Trustee shall incur or be assessed taxes, interest, charges, expenses, assessments, or other liabilities in connection with the performance of this Rabbi Trust Agreement, except such as may arise from its own negligent failure to act or willful misconduct, any property at any time held in the Trust Fund shall be, to the extent of the advance, security therefor and the Trustee shall be entitled to collect from the Trust sufficient cash for reimbursement, and if such cash is insufficient, dispose of the assets of the Trust Fund to the extent necessary to obtain reimbursement. To the extent the Trustee advances funds to the Trust for disbursements or to effect the settlement of purchase transactions, the Trustee shall be entitled to collect from the Trust either (i) with respect to domestic assets, an amount equal to what would have been earned on the sums advanced (an amount approximating the “federal funds” interest rate) or (ii) with respect to non-domestic assets, the rate applicable to the appropriate foreign market.

Section 12. Change of Control.

(a) For purposes of this Rabbi Trust Agreement, the term “Change of Control” has the meaning given it in the U.S. Dollar Indenture, dated as of January 18, 2001, between the Company and Citibank, N.A. (the “Indenture”), as in effect on the date of this Rabbi Trust Agreement and without regard to any subsequent (i) amendment or termination of the Indenture or (ii) full payment or defeasance of the securities issued under, or other discharge of the Company’s liabilities under, the Indenture.

(b) The Company shall have the duty to inform the Trustee in writing upon the occurrence of a Change of Control. The Trustee shall be entitled to conclusively rely upon such written certification of the Company and shall have no responsibility or liability for determining whether a Change of Control has occurred.

10

Section 13. Resignation and Removal of Trustee.

(a) The Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and the Trustee agree otherwise.

(b) The Trustee may be removed by the Company on sixty (60) days notice or upon shorter notice accepted by the Trustee, except that after a Change of Control as defined herein, the Trustee may not be removed by the Company for one year.

(c) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within ninety (90) days after receipt of the notice of resignation, removal or transfer, unless the Company extends the time limit.

(d) If the Trustee resigns or is removed, a successor shall be appointed in accordance with Section 14 hereof by the effective date of resignation or removal under paragraphs (a) or (b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. The Trustee shall continue to fulfill its duties hereunder and shall receive compensation pursuant to Section 11 until the successor’s appointment is effective. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

(e) If the Trustee resigns within one year of a Change of Control, as defined herein, the Trustee shall select a successor Trustee in accordance with the provisions of Section 14(c) hereof prior to the effective date of the Trustee’s resignation.

Section 14. Appointment of Successor.

(a) If the Trustee resigns or is removed in accordance with Section 13(a) or (b) hereof, the Company shall appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer.

(b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

(c) If the Trustee resigns pursuant to the provisions of Section 13(e) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer.

11

Section 15. Amendment or Termination.

(a) Subject to Section 15(c), this Rabbi Trust Agreement may be amended by a written instrument which is executed by the Trustee and Company and which recites that it is an amendment to this Rabbi Trust Agreement. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan (as certified to the Trustee by the Company) or shall make the Trust revocable.

(b) The Trust shall not terminate until the date on which the Participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan (as certified to the Trustee by the Company). Upon termination of the Trust any assets remaining in the Trust shall be returned to the Company.

(c) Notwithstanding any other provision in this Rabbi Trust Agreement, this Rabbi Trust Agreement may not be amended within one year after the occurrence of a Change of Control, unless the Trustee determines, in its discretion, that such amendment is necessary for the administration of the trust and does not conflict with or alter the provisions of the Plan.

Section 16. Miscellaneous.

(a) Neither the Company nor the Trustee may assign this Rabbi Trust Agreement without the prior written consent of the other, except that the Trustee may assign its rights and delegate its duties hereunder to any corporation or entity which directly or indirectly is controlled by, or is under common control with, the Trustee. This Rabbi Trust Agreement shall be binding upon, and inure to the benefit of, the Company and the Trustee and their respective successors and permitted assigns. Any entity which shall by merger, consolidation, purchase, or otherwise, succeed to substantially all the trust business of the Trustee shall, upon such succession and without any appointment or other action by the Company, be and become successor trustee hereunder, upon notification to the Company

(b) Any provision of this Rabbi Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(c) Benefits payable to Participants and their beneficiaries under this Rabbi Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(d) Notwithstanding anything to the contrary contained elsewhere in this Rabbi Trust Agreement, any reference to the Plan or Plan provisions which require knowledge or interpretation of the Plan shall impose a duty upon the Company to communicate such knowledge or interpretation to the Trustee. The Trustee shall have no obligation to know or interpret any portion of the Plan and shall in no way be liable for any proper action taken contrary to the Plan.

12

(e) This Rabbi Trust Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. The parties hereby expressly waive, to the full extent permitted by applicable law, any right to trial by jury with respect to any judicial proceeding arising from or related to this Rabbi Trust Agreement.

Section 17. Reliance of Representation.

(a) The Company and the Trustee each acknowledge that the other will be relying, and shall be entitled to rely, on the representations, undertakings and acknowledgments of the other as set forth in this Rabbi Trust Agreement. The Company and the Trustee each agree to notify the other promptly if any of its representations, undertakings, or acknowledgments set forth in this Rabbi Trust Agreement ceases to be true.

(b) The Company and the Trustee hereby each represent and warrant to the other that it has full authority to enter into this Agreement upon the terms and conditions hereof and that the individual executing this Rabbi Trust Agreement on their behalf has the requisite authority to bind the Company and the Trustee to this.

The parties have executed this Rabbi Trust Agreement as of the dates set forth below.

LEVI STRAUSS & CO.

By:

Name:

Title:

Date:

BOSTON SAFE DEPOSIT AND TRUST COMPANY

By:

Name:

Title:

Date:

13

RABBI TRUST AGREEMENT

Between Levi Strauss & Co. and Boston Safe Deposit and Trust Company

APPENDIX A

Name of Plan

The Levi Strauss & Co. Deferred Compensation Plan for Executives and Outside Directors

14

EX-10.17

Exhibit 10.17

EMPLOYMENT AGREEMENT

THIS AGREEMENT (“Agreement”) is entered into this 9th day of June, 2011, by and between Charles V. Bergh (“Executive”) and Levi Strauss & Co., a Delaware corporation (the “Corporation”).

For ease of reference, this Agreement is divided into the following parts which taken together constitute one integrated agreement between the parties, which begin on the pages indicated:

FIRST PART:	TERM OF EMPLOYMENT, DUTIES AND SCOPE, COMPENSATION AND BENEFITS DURING EMPLOYMENT, RELOCATION BENEFITS (Sections 1 - 7, beginning on page 2)
SECOND PART:	COMPENSATION AND BENEFITS IN CASE OF TERMINATION WITHOUT CAUSE OR FOR GOOD REASON AND OTHER TERMINATIONS (Sections 8 - 11, beginning on page 6)
THIRD PART:	COMPENSATION AND BENEFITS IN CASE OF A TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OCCURRING WITHIN TWO YEARS AFTER A CHANGE IN CONTROL, LIMITATION ON PAYMENTS (Sections 12 - 14, beginning on page 10)
FOURTH PART:	RELEASE OF CLAIMS, SECTION 409A, CONFIDENTIAL INFORMATION AND CODE OF ETHICS, SEVERABILITY, SUCCESSORS, MISCELLANEOUS PROVISIONS, SIGNATURE PAGE (Sections 15 - 21, beginning on page 14)

1

FIRST PART: TERM OF EMPLOYMENT, DUTIES AND SCOPE, COMPENSATION AND BENEFITS DURING EMPLOYMENT, RELOCATION BENEFITS

Section 1. Term of Employment

(a) Start Date. The Corporation agrees to employ Executive, and Executive agrees to be employed by the Corporation at its headquarters in San Francisco, California, under the terms of this Agreement, commencing on a date to be agreed by the parties that is not later than September 1, 2011 (the “Start Date”) until the earlier of (1) the date of Executive’s death or (2) the date when Executive’s employment terminates pursuant to Section 1(b), (c) or (d) below (the “Term”). As a condition to Executive’s employment hereunder (including the receipt of any payments or benefits), Executive agrees to take the following action prior to the Start Date: (1) to resign from all Board of Directors on which Executive is currently a member; and (2) to complete the Corporation’s standard new hire paperwork provided to Executive.

(b) Early Termination or Resignation. Executive’s employment with the Corporation will be “at-will” employment and may be terminated by the Corporation at any time and for any reason by giving Executive written notice. Executive may terminate Executive’s employment for any reason by giving the Corporation not less than thirty (30) calendar days’ advance written notice. The foregoing shall be subject to all of the rights and obligations described herein.

(c) Termination for Cause. The Corporation may terminate Executive’s employment at any time for Cause. For all purposes under this Agreement, “Cause” shall mean (i) willful misconduct or gross negligence that is materially and demonstrably injurious to the interest, business or reputation of the Corporation, (ii) conviction (including entry of a nolo contender plea) of a felony or misdemeanor involving fraud, theft or dishonesty, other than due to Limited Vicarious Liability, (iii) embezzlement or material misappropriation of any property of the Corporation, or (iv) willful and continuous failure to substantially perform Executive’s employment duties (including, without limitation, Executive’s inability to perform such duties as a result of chronic alcoholism or drug addiction).

“Limited Vicarious Liability” means any liability which is (A) based on acts of the Corporation for which Executive is responsible solely as a result of his office(s) with the Corporation and (B) provided that (x) he was not directly involved in such acts and either had no prior knowledge of such intended actions or promptly acted reasonably and in good faith to attempt to prevent the acts causing such liability or (y) he did not have a reasonable basis to believe that a law was being violated by such acts.

For purposes of this Agreement, no act, or failure to act, by Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith and without reasonable belief that Executive’s act or failure to act was in the best interest of the Corporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Corporation’s Board of Directors (the “Board of Directors”) or based upon the advice of counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interest of the Corporation.

The termination of employment of Executive shall not be “for Cause” unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of then sitting directors of the Board of Directors at a meeting of the Board of Directors called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board of Directors), finding that Executive is guilty of the conduct described in clauses (i), (ii), (iii) or (iv) above, and specifying the particulars in detail and, in the case of any act or failure to act forming a basis for such proposed termination under clause (iv), Executive shall be provided not less than thirty (30) days within which to cure any such conduct.

2

(d) Termination for Disability. The Corporation may terminate Executive’s employment for Disability by giving Executive not less than thirty (30) days advance written notice. For all purposes under this Agreement, “Disability” shall have the meaning set forth in Treasury Regulation Section 1.409A-3(i)(4)(i) and (iii).

Section 2. Duties and Scope of Employment

(a) Position. The Corporation agrees that, during the Term, Executive shall serve in the positions of President and Chief Executive Officer of the Corporation. Executive shall be given such duties, responsibilities and authorities as are commensurate with his positions and shall report directly to the Board of Directors. The Board of Directors shall elect Executive onto the Board of Directors effective on the Start Date (or such earlier date as the parties may agree). Executive shall not receive any compensation for his services on the Board of Directors. Without limiting the foregoing, Executive may be required to serve as an officer or director of one or more of the Corporation’s subsidiaries.

(b) Obligations. During the Term, Executive shall devote Executive’s full business efforts and time to the business and affairs of the Corporation as needed to carry out his duties and responsibilities. For the duration of the Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board of Directors; provided, however, the foregoing shall not preclude Executive from engaging in civic and charitable activities, or from serving on the board of directors of one other non- competitive entity with approval of the Board of Directors (which approval shall not be unreasonably withheld) on or after the first (1st) anniversary of the Start Date, as long as such activities and board service does not interfere or conflict with Executive’s duties and responsibilities to the Corporation and its subsidiaries. As a condition to Executive’s employment hereunder (including the receipt of payments or benefits hereunder), Executive represents that no restrictive covenant exists preventing Executive from performing his duties and responsibilities for the Corporation.

Section 3. Base Compensation

During the Term, the Corporation agrees to pay Executive as compensation for services to the Corporation and its subsidiaries a base salary at the annual rate of $1,200,000. Such salary shall be payable in accordance with the standard payroll procedures of the Corporation and will be subject to review and adjustment (up or down) in a manner that is consistent with the other members of the executive team and in making such adjustments the Corporation shall consider competitive benchmarks to relevant peer companies. The annual compensation specified in this Section 3 as in effect from time to time is referred to in this Agreement as the “Base Compensation.”

Section 4. Annual Incentive Compensation

During the Term, the Corporation shall award Executive an annual cash incentive compensation opportunity under its Annual Incentive Plan (or any successor plan) (“AIP”) having a target amount equal to 135% of the Base Compensation (“Target AIP”) and shall be payable at the Target AIP or such lesser or greater amount as is provided under the AIP in accordance with Executive’s achievement of the performance measures and levels in effect for the Corporation’s applicable fiscal year, including, without limitation, achievement of individual performance measures and application of Corporation discretion with respect to awards under the AIP. Such Target AIP shall be subject to review and adjustment (up or

3

down) in a manner that is consistent with the other members of the executive team and in making such adjustments the Corporation shall consider competitive benchmarks to relevant peer companies. Performance measures and levels with respect to the AIP shall be determined by the Board of Directors or the Human Resources Committee thereof, in its sole discretion, in accordance with the terms and conditions of the AIP; provided, however, that, in respect of the 2011 fiscal year, Executive shall be paid annual cash incentive compensation in an amount that is not less than 100% of the Base Compensation, which shall be prorated in accordance with the fraction, the numerator of which is the number of days Executive was employed by the Corporation in the 2011 fiscal year and the denominator of which is 365.

Section 5. Long-Term Incentive Compensation

On the later of the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances.

In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock.

The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any).

Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.

4

Section 6. Additional Benefits

(a) In General. During the Term, Executive shall be eligible to participate in the employee benefit plans and programs maintained by the Corporation of general applicability to other senior executives of the Corporation, subject to the generally applicable terms and conditions of the plan or program in question and the discretion and determinations of any person, committee or entity administering such plan or program made in accordance with the terms and conditions of such plan or program. The Corporation reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

(b) Miscellaneous Perquisites. During the Term, Executive shall be entitled to perquisites consistent with the perquisites provided to the Corporation’s predecessor Chief Executive Officer (excluding any expatriate allowances). During the Term, Executive will also be entitled to such other perquisites consistent with competitive market practices, as determined in the sole discretion of the Board of Directors.

(c) Relocation Benefits. The Corporation shall provide or reimburse Executive for certain expenses relating to Executive’s relocation from Boston, Massachusetts to the San Francisco Bay Area, as set forth in the Corporation’s Homeowner Relocation Benefits Level A policy summarized in Schedule B; provided, however, that (1) a 20% cost-of living allowance shall apply for purposes thereof such that Executive will be eligible for the cost of living allowance summarized in Schedule B and (2) the marketing incentive set forth in the “Other Incentives” section of such summary shall not be provided to Executive.

(d) Employment Bonus. Within seven calendar (7) days after the Start Date, the Corporation shall pay Executive a one-time sign-on bonus in the amount of $1,850,000 (the “Employment Bonus”). If Executive terminates his employment pursuant to Section 1(b) other than for Good Reason or due to Disability (or other than due to his death), or if Executive’s employment hereunder is terminated by the Corporation for Cause, in each case, prior to the first anniversary of the Start Date, Executive shall repay to the Corporation the entire Employment Bonus upon such termination. Such repayment shall be required to be made for the full amount set forth above and shall not be reduced for any taxes paid by Executive with respect to the Employment Bonus.

(e) Vacation. Executive will be entitled to paid time off, in accordance with the Corporation’s policy applicable to senior executive officers, with the timing and duration of specific vacations mutually and reasonably agreed to by the parties hereto. Upon Executive’s termination of employment, Executive will be entitled to receive Executive’s accrued but unpaid paid time off through the date of Executive’s termination of employment.

Section 7. Business Expenses and Travel

During the Term, Executive shall be authorized to incur and shall be reimbursed for all necessary and reasonable business expenses incurred in connection with Executive’s duties hereunder, and the Corporation shall reimburse Executive for such expenses upon presentation of an itemized account and appropriate supporting documentation, in each case, in accordance with the Corporation’s policies with respect thereto.

5

SECOND PART: COMPENSATION AND BENEFITS IN CASE OF TERMINATION WITHOUT CAUSE OR FOR GOOD REASON AND OTHER TERMINATIONS

Section 8. Terminations

This Second Part of the Agreement, consisting of Sections 8 through 11, describes the benefits and compensation, if any, payable in case of a termination of Executive’s employment hereunder that does not entitle Executive to benefits or compensation under the Third Part of this Agreement. In the event of a termination of employment that entitles Executive to compensation or benefits under the Third Part of this Agreement, no compensation or benefits shall be payable under this Second Part.

Section 9. Termination Without Cause; Termination for Good Reason

In the event that Executive’s employment terminates as a result of a Qualifying Termination (as defined below), then, subject to Sections 15 and 16 and compliance by Executive with his obligations set forth in Section 17, Executive shall be entitled to receive the payments and benefits described in Sections 9(b), (d) and (e) for any Qualifying Termination occurring at any time following the Start Date through the fourth anniversary of the Start Date and the benefits described in Section 9(c) for any Qualifying Termination occurring at any time. Following the expiration of such four (4) year anniversary, in lieu of the payments and benefits described in Sections 9(b), (d) and (e), Executive shall participate in any severance policy applicable to the other senior executives of the Corporation in effect at such time in accordance with the terms of such policy.

(a) Qualifying Termination. A Qualifying Termination occurs if at any time following the Executive’s Start Date, and in the case of Section 9(b), (d) and (e) through the fourth anniversary of the Start Date:

(1) The Corporation terminates Executive’s employment for any reason other than Cause or Disability; or

(2) Executive resigns for “Good Reason”, which means in the absence of Executive’s written consent, Executive’s termination of employment within ninety (90) days following the expiration of any cure period (set forth below) following the occurrence of one or more of the following: (i) any diminution or material alteration of Executive’s title, duties, authority or responsibilities (including reporting requirements), including if Executive is not the most senior officer of the parent company or other entity resulting from any Change in Control (as defined in Section 13(f) hereof), whether a strategic, financial or other party effecting such Change in Control; however, excluding an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Corporation promptly after receipt of notice by Executive; (ii) any failure to elect and re-elect (in any instance occurring prior to an initial public offering of the Corporation’s common stock) or to nominate for re-election (in any instance occurring on or following such an initial public offering), Executive as a member of the Board of Directors; (iii) any material breach by the Corporation of a material provision of this Agreement or other material compensatory agreement between Executive and the Corporation or any subsidiary (including any equity or other long-term incentive award agreement), which is not cured by the Corporation (or subsidiary) within thirty (30) days after notice by Executive; (iv) requiring Executive to be based at any office or location more than fifty (50) miles from the Corporation’s principal offices currently located in San Francisco; or (v) the failure of a successor to the assets or business of the Corporation to assume the obligations of the Corporation under this Agreement. Executive will not resign for Good Reason without first providing the Corporation with written notice within sixty (60) days of his first knowledge of the event that Executive believes constitutes “Good Reason” identifying the acts or omissions constituting the grounds for Good Reason and any cure period provided under such circumstances above.

6

For avoidance of doubt, termination of Executive’s employment by reason of death shall not constitute a Qualifying Termination.

(b) Severance Payments. The Corporation shall pay to Executive following the date of the employment termination and ratably spread over the succeeding twenty-four (24) months, in accordance with the Corporation’s standard payroll procedures, an aggregate amount equal to two times (2x) the sum of the Base Compensation and Target AIP.

(c) Equity Vesting. Notwithstanding anything to the contrary in the 2006 EIP (or any successor plan) or any award thereunder, excepting the case in which Executive was eligible under Section 10(a) and that the Qualifying Termination shall thereby be deemed a Qualifying Retirement Termination and Section 10(b) shall govern, the unvested portion of Executive’s then outstanding equity and other long-term incentive awards that would have vested during the twenty-four (24) months following the date of Executive’s termination had his employment not so terminated will vest immediately prior to Executive’s Qualifying Termination, and all vested equity and other long-term incentive awards (including those vesting under the preceding clause) granted as SARs or stock options shall be exercisable and remain exercisable for eighteen (18) months following the date of Executive’s termination (but (i) in no event later the original term/expiration date of the award and (ii) only during an exercise window permitted under the terms the 2006 EIP (or substantially similar provisions under the successor thereto under which the applicable award is granted) as may apply prior to the occurrence of an initial public offering).

(d) Pro-Rated Bonus, Prior Year Bonus and Accrued Benefits. At such time as annual incentive compensation awards are paid by the Corporation to other senior executives, but no later than the fifteenth (15th) day of the third (3rd) month following the close of the later of the Corporation’s fiscal year or the calendar year in which Executive’s termination occurs, Executive shall be paid a pro-rated AIP award in respect of the performance period in which the Qualifying Termination occurs based on achievement of the objective performance goals applicable to such AIP award and the percentage of the performance period that has elapsed as of the date of the Qualifying Termination, treating any subjective performance goals as having been fully achieved, and without the exercise of any negative discretion by the Corporation in determining such amount of annual incentive compensation for Executive. Executive (or his Severance Beneficiary) will also be paid any earned but unpaid bonus in respect of the fiscal year prior to the fiscal year of Executive’s Qualifying Termination based on the achievement of the objective performance goals applicable to such AIP award, treating any subjective performance goals as having been fully achieved, and without the exercise of any negative discretion by the Corporation in determining such amount of annual incentive compensation for Executive. Executive shall also be entitled to his Accrued Benefits (as defined in Section 11) that are not duplicative of payments or benefits under this Section 9 or any other Corporation program, policy or agreement.

(e) Other Benefits. Executive shall be entitled to the following additional benefits:

(1) If Executive and/or Executive’s covered dependents elect(s) to receive medical coverage continuation through Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Corporation will pay the same percentage of the monthly cost of Executive’s COBRA medical coverage as it paid for Executive’s medical coverage during his active employment up to a maximum coverage period of 18 months. During the Corporation-subsidized COBRA coverage

7

period, Executive will be responsible for payment of the remainder of the cost of Executive’s COBRA medical coverage and for the full cost of any dental or vision coverage elected by the Executive. All periods of Corporation-subsidized coverage are counted toward the 18-month COBRA entitlement. After the Corporation-subsidized coverage period ends, the Executive will be responsible for payment of his entire COBRA premium. Continuation of COBRA coverage will not extend beyond the date on which Executive becomes eligible for coverage under another group health plan unless the new plan has a pre-existing condition limitation or Executive is entitled to Medicare. The benefits under this Section 9(e)(1) shall be delivered in a manner that satisfies applicable law.

(2) The Corporation will pay the cost of premiums under its standard basic life insurance program of $10,000 for the same duration that it subsidizes the COBRA coverage in Section 9(e)(1) above.

(3) If Executive is retiree-eligible to be covered by the Corporation’s retiree health benefits (if any), the Corporation will fully pay for retiree medical coverage for the same duration that it subsidizes the COBRA coverage set forth in Section 9(e)(1) above.

(4) Reasonable outplacement services for a chief executive officer-level position.

(f) Exclusive Remedy. In the event of a Qualifying Termination, the provisions of this Section 9 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Corporation may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement. Executive will be entitled to no other severance, benefits, compensation or other payments or rights upon such a Qualifying Termination other than those benefits expressly set forth in this Section 9 or pursuant to written equity or other long-term incentive award agreements with the Corporation.

Section 10. Retirement

In the event that Executive’s employment terminates as a result of a Qualifying Retirement Termination (as defined below), then, subject to Section 15 and compliance by Executive with his obligations set forth in Section 17, Executive shall be entitled to receive the payments and benefits described in Sections 10(b) and (c).

(a) Qualifying Retirement Termination. A Qualifying Retirement Termination occurs if, after the fifth anniversary of the Start Date, Executive resigns his employment with the Corporation for any reason other than in connection with an impending termination for Cause by the Company.

(b) Equity Vesting. Notwithstanding anything to the contrary in the applicable plan or agreement, (i) 100% of Executive’s outstanding equity and other long-term incentive awards that have remained outstanding for at least twelve (12) months will immediately fully vest upon Executive’s termination, and (ii) all vested equity and other long-term incentive awards (including those vesting under the preceding clause) granted as SARs or stock options shall be exercisable and remain exercisable for eighteen (18) months following the date of Executive’s termination, but (x) in no event later than the original term/expiration date of the award; and (y) only during an exercise window permitted under the terms the Corporation’s 2006 EIP (or substantially similar provisions under the successor thereto under which the applicable award is granted) as may apply prior to the occurrence of an initial public offering.

8

(c) Accrued Benefits. Executive shall be entitled to his Accrued Benefits (as defined in Section 11) that are not duplicative of benefits under this Section 10 or any other Corporation program, policy or agreement.

(d) Exclusive Remedy. In the event of Executive’s Qualifying Retirement Termination, the provisions of this Section 10 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Corporation may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement. Executive will be entitled to no other severance, benefits, compensation or other payments or rights upon such a Qualifying Retirement Termination other than those benefits expressly set forth in, this Section 10, Section 13 (if the Qualifying Retirement Termination also qualifies as a Qualifying CIC Termination) or pursuant to written equity or other long-term incentive award agreements with the Corporation.

Section 11. Other Terminations Under This Part

In the event of Executive’s termination by the Corporation or by Executive as a result of his Disability or in the event of Executive’s death, Executive (or his Severance Beneficiary, as applicable) shall be entitled to the vesting acceleration and SAR/stock option exercise benefits (a) provided in Section 9(c) in the event of such termination or death prior to the fifth anniversary of the Start Date or (b) provided in Section 10(b) in the event of such death or termination on or after the fifth anniversary of the Start Date.

In the event of Executive’s termination of employment hereunder for any reason, Executive shall be entitled to the Accrued Benefits that are not duplicative of any payments or benefits under this Agreement or any other Corporation program, policy or agreement. “Accrued Benefits” shall mean, subject to any applicable plan terms (including, without limitation, any vesting requirements), all accrued but unpaid compensation, benefits and reimbursements described in Sections 3, 4, 5, 6 and 7 of this Agreement for the period preceding the date of the termination, including in the case of Executive’s death or termination due to Disability, any Disability or death benefits to which Executive (or his estate or beneficiary(s)) may be entitled thereunder.

THIRD PART: COMPENSATION AND BENEFITS IN CASE OF A TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OCCURRING WITHIN TWO YEARS AFTER A CHANGE IN CONTROL, LIMITATION ON PAYMENTS

Section 12. Terminations Upon or Following a Change in Control

This Third Part of the Agreement, consisting of Sections 12 through 14, describes the benefits and compensation, if any, payable in the case of certain terminations of employment hereunder after a Change in Control (as defined in Section 13(e)) and describes the treatment of certain parachute payments, if any. The Second Part of this Agreement, consisting of Sections 8 through 11, describes benefits and compensation, if any, payable in case of a termination of employment hereunder to which this Third Part does not apply. If benefits and compensation are payable under this Third Part, then no benefits and compensation are payable under the Second Part.

Section 13. Termination Without Cause or Termination for Good Reason Upon or Following a Change in Control

In the event that Executive’s employment terminates as a result of a Qualifying CIC Termination (as defined below), then, subject to Sections 15 and 16 and compliance by Executive with his obligations set forth in Section 17, Executive shall be entitled to receive the payments and benefits described in Sections 13(b) and (c) plus the Accrued Benefits.

9

(a) Qualifying CIC Termination. A Qualifying CIC Termination occurs if at any time upon or within two (2) years following a Change in Control:

(1) The Corporation terminates Executive’s employment for any reason other than Cause or Disability (as defined under Sections 1(c) and 1(d)); or

(2) Executive resigns for Good Reason (which for purposes of this Third Part shall have the same requirements and meaning as provided in Section 9(a) above).

For avoidance of doubt, termination of Executive’s employment by reason of death shall not constitute a Qualifying CIC Termination.

(b) Severance Benefits. Following Executive’s Qualifying CIC Termination, Executive shall be entitled to all of the payments described in Sections 9(b), (d) and (e); provided, however, that the benefits described in Section 9(b) shall instead be paid in a single lump sum upon Executive’s Qualifying CIC Termination.

(c) Equity Vesting. Notwithstanding anything to the contrary in the 2006 EIP (or successor plan) or any award thereunder, 100% of Executive’s then (i) outstanding equity and other long-term incentive awards will immediately fully vest upon Executive’s Qualifying CIC Termination, and (ii) all vested equity and other long-term incentive awards (including those vesting under the preceding clause) granted as SARs or stock options shall be exercisable and remain exercisable for eighteen (18) months following the date of Executive’s termination (but in no event later the original term/expiration date of the award) (but to the extent that the 2006 EIP (or successor plan) and awards granted thereunder apply after such Change in Control in accordance with the terms thereof as in effect prior to such Change in Control and such Change in Control occurs prior to the occurrence of an initial public offering, only during an exercise window permitted thereunder). Section 9(c) shall govern any such termination following the second anniversary of the Change in Control.

(d) Exclusive Remedy. In the event of a Qualifying CIC Termination of Executive’s employment with the Corporation, the provisions of this Section 13 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Corporation may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement. Executive will be entitled to no other severance, benefits, compensation or other payments or rights upon such a Qualifying CIC Termination other than those benefits expressly set forth in this Section 13 or pursuant to written equity award agreements with the Corporation.

(e) “Change in Control” means:

(1) Any person (as that term is used in Sections 13(d) and Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes a beneficial owner or acquires, or has acquired beneficial ownership (as that term is used in Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), of more than 50% (except with respect to an acquisition by the existing stockholders of the Corporation as of the date of this Agreement as “Permitted Transfers” under Section 2.2 (other than Section 2.2(a)(iv), (v) or (x), or Section 2.2(a)(vii) insofar as to a stockholder thereunder is described in any of Section 2.2(a)(iv), (v) or (x), or Section 2.2(a)(viii) insofar as a partner thereunder is described in any of 2.2(a)(iv), (v), or (x)) of the Stockholders Agreement among the existing stockholders dated as of April 15, 1996) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (“Voting Securities”) of the Corporation, excluding, however, any acquisition of Voting Securities: (i) directly from the Corporation, other than an acquisition by

10

virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Corporation, (ii) by the Corporation or a subsidiary of the Corporation, (iii) by an employee benefit plan (or related trust) sponsored or maintained by the Corporation or entity controlled by the Corporation, or (iv) pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (3) below; or

(2) Individuals who, as of the Start Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors, provided that any individual becoming a director subsequent to such Start Date whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election or removal of the directors of the Corporation or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors; or

(3) The Corporation shall be merged or consolidated with, or, in any transaction or series of transactions, substantially all of the business or assets of the Corporation shall be sold or otherwise acquired by, another corporation or entity unless, as a result thereof, (i) the stockholders of the Corporation immediately prior thereto shall beneficially own, directly or indirectly, at least 60% of the combined Voting Securities of the surviving, resulting or transferee corporation or entity (including, without limitation, a corporation that as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) (“Newco”) immediately thereafter in substantially the same proportions as their ownership immediately prior to such corporate transaction, (ii) no person beneficially owns (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, and the rules and regulations promulgated thereunder), directly or indirectly, 30% or more, of the combined Voting Securities of Newco immediately after such corporate transaction except to the extent that such ownership of the Corporation existed prior to such corporate transaction and (iii) more than 50% of the members of the Board of Directors of Newco shall be Incumbent Directors; or

(4) The stockholders of the Corporation approve a complete liquidation or dissolution of the Corporation.

Provided, for any amount due to Executive that is a deferral of compensation payable upon the occurrence of a “Change in Control,” which payment is subject to Section 409A of the Internal Revenue Code (the “Code”) and the final regulations and any guidance promulgated thereunder or any state law equivalent (“Section 409A”), for the purpose of determining the timing or form of such payment, a “Change in Control” shall not be deemed to occur unless the transaction or transactions satisfy Treasury Regulation Section 1.409A-3(i)(5). For the avoidance of doubt, the consummation of an initial public offering of the Corporation’s common stock shall not constitute a “Change in Control” with respect to the Corporation.

Section 14. Limitation on Payments

(a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Corporation or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be

11

equal to the Best After-Tax Amount. The “Best After-Tax Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount under clauses (x) or (y), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 14(a) shall be made in accordance with the following order of priority: (i) stock options or stock appreciation rights whose exercise price exceeds the fair market value of the optioned stock (“Underwater Awards”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are then taxable, (iv) non-cash Full Credit Payments that are not then taxable (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive have any discretion with respect to the ordering of payment reductions. Notwithstanding the foregoing, to the extent that the Corporation submits any payment or benefit payable to Executive under this Agreement or otherwise to the Corporation’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7 and that Executive voluntarily affirmatively waives (in writing) his entitlement to such payment subject to such vote in accordance therewith, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 14.

(b) Any determination required under this Section 14 will be made in writing by an independent firm selected by the Corporation and Executive (the “Firm”), whose determination will be conclusive and binding upon Executive and the Corporation for all purposes. For purposes of making the calculations required by this Section 14, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Corporation and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 14. The Corporation will bear all costs and charges of the Firm in connection with any calculations contemplated by this Section 14.

FOURTH PART: RELEASE OF CLAIMS, SECTION 409A, CONFIDENTIAL INFORMATION AND CODE OF ETHICS, SEVERABILITY, SUCCESSORS, MISCELLANEOUS PROVISIONS, SIGNATURE PAGE

Section 15. Release of Claims

(a) Release of Claims. As a condition to the receipt of the payments and benefits described in the Second Part or Third Part of this Agreement, Executive shall execute a covenant not to sue and release of all claims arising out of Executive’s employment or the termination thereof including, but not limited to, any claim of discrimination under state or federal law in the form attached hereto as Exhibit B (which

12

shall be updated as necessary at the time of termination to reflect any applicable changes of law) (the “Release”). The Release must become effective no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline”), and if not, Executive will forfeit any right to severance payments or benefits under this Agreement.

To become effective, the Release must be executed by Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release. In addition, in no event will severance payments or benefits be paid or provided until the Release actually becomes effective. If the termination of employment occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which Executive’s separation from service (defined below) occurs, then any severance payments or benefits under this Agreement that would be considered Deferred Payments (as defined in Section 16(a)) will be paid, or commence to be paid, on the first normal payroll date to occur during the calendar year following the calendar year in which such separation occurs, or such later time as required by (i) the payment schedule applicable to each payment or benefit as set forth in the Second Part or Third Part of this Agreement, as applicable, (ii) the date the Release becomes effective, or (iii) Section 16(b); provided that the first payment shall include all amounts that would have been paid to Executive if payment had commenced on the date of Executive’s separation from service.

Section 16. Section 409A

(a) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive upon Executive’s termination of employment, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation not exempt under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement with respect to Deferred Payments, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A for purposes of determining the timing of payment hereunder. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A.

(b) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum upon Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement or referenced herein is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

13

(c) Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations is not intended to constitute to Deferred Payments for purposes of clause (a) above.

(d) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A- 1 (b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit is not intended to constitute Deferred Payments for purposes of clause (a) above. Any payment intended to qualify under this exemption must be made within the allowable time period specified in Section 1.409A-1 (b)(9)(iii) of the Treasury Regulations. “Section 409A Limit” will mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of his separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a) (17) for the year in which Executive’s separation from service occurred.

(e) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A, (1) all reimbursements hereunder shall be made on or prior to the last day of the calendar year following the calendar year in which the expense was incurred by Executive, (2) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (3) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided, in any other calendar year.

(f) Any tax gross-up that Executive is entitled to receive under this Agreement or otherwise shall be paid to Executive no later than December 31 of the calendar year following the calendar year in which Executive remits the related taxes.

(g) The foregoing provisions are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Corporation and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Section 17. Confidentiality Agreement and Code of Ethics

Executive agrees to enter into the Corporation’s standard Employee Invention and Confidentiality Agreement (the “Confidential Information Agreement”)and abide by the Corporation’s Worldwide Code of Business Conduct (the “WCOBC”) upon commencing employment hereunder. Executive’s receipt of any payments or benefits under the Second Part or Third Part of this Agreement will be subject to Executive continuing to comply with the terms of the Confidential Information Agreement and the WCOBC.

Section 18. Remedies

It is specifically understood and agreed that any breach of the provisions of Section 17 of this Agreement is likely to result in irreparable injury to the Corporation and/or its respective affiliates and that the remedy at law alone shall be an inadequate remedy for such breach, and that in addition to any other remedy the Parent or the Corporation may have, the Corporation shall be entitled to enforce the specific performance of this Agreement by Executive and to obtain both temporary and permanent injunctive relief without the necessity of proving actual damages.

14

Section 19. Severable Provisions

The provisions of this Agreement are severable and the invalidity of any one or more provisions shall not affect the validity of any other provision. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part because of the duration or scope thereof, the parties hereby agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.

Section 20. Successors

(a) Corporation’s Successors. This Agreement shall inure to the benefit of and be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Corporation’s business and/or assets.

(b) Executive’s Successors. The rights of Executive hereunder to payments and benefits shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. For all purposes under this Agreement, in the event of Executive’s death, any amount otherwise payable to him but for his death (including his death following a Qualifying Termination, Qualifying Retirement Termination or Qualifying CIC Termination) shall be paid to his designated beneficiary or, if none, his estate (his “Severance Beneficiary”).

Section 21.Miscellaneous Provisions

(a) Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Corporation (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(b) Whole Agreement. This Agreement (including the Schedules and Exhibits hereto), together with the Confidential Information Agreement and the WCOBC, contains the entire agreement of the parties with respect to the subject matter hereof and it replaces and supersedes any agreements, representations or understandings (whether oral or written and whether express or implied) that are not expressly set forth in this Agreement that have been made or entered into by either party with respect to the subject matter hereof.

(c) Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or three (3) business days after mailing by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices shall be addressed to Executive at the home address that Executive most recently communicated to the Corporation in writing. In the case of the Corporation, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of the office of the General Counsel.

15

(d) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California, irrespective of California’s choice-of-law principles.

(e) No Assignment of Benefits. The rights of any person to payments or benefits under this Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any action in violation of this Section 21(e) shall be void.

(f) Employment At Will; Limitation of Remedies. The Corporation and Executive acknowledge that Executive’s employment is at will, as defined under applicable law. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement.

(g) Employment Taxes. All payments made pursuant to this Agreement shall be subject to withholding of applicable taxes.

(h) Benefit Coverage Non-Additive. In the event that Executive is entitled to health plan coverage under more than one provision hereunder, only one provision shall apply, and neither the periods of coverage nor the amounts of benefits shall be additive.

(i) Discharge of Responsibility. The payments under this Agreement, when made in accordance with the terms of this Agreement, shall fully discharge all responsibilities of the Corporation (and its affiliates) to Executive that existed at the time of termination of Executive’s employment.

(j) Indemnification. To the fullest extent permitted by applicable law, the Articles of Incorporation and the by-laws of the Corporation (as in effect from time to time), the Corporation shall indemnify and hold harmless Executive for all economic consequences (e.g., damages, settlement, attorneys’ fees and lost compensation if enjoined) (i) in the event of any action or threatened action by VF Corporation (e.g., breach of fiduciary duty) except with respect to an action or threatened action resulting from Executive’s willful wrongdoing or gross negligence and (ii) for any acts or decisions made by him in good faith while performing services for the Corporation and its subsidiaries, whether in the capacity of officer, employee, director or employee benefit plan fiduciary; provided, in each case, that the Corporation shall not be liable or responsible to indemnify Executive hereunder for the economic consequences relating to Executive’s breach of Executive’s representation made in the last sentence of Section 2(b) hereof.

(k) No Mitigation. Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Agreement, nor shall any such payment or benefit be reduced by any earnings or benefits that Executive may receive from any other source.

(l) Inconsistency. In the event of any inconsistency between this Agreement (including the Schedules and Exhibits hereto) and any other plan, program, policy, practice or agreement in which Executive is a participant or a party, this Agreement shall control unless such other plan, program, practice and agreement supersedes this Agreement by specific reference to this paragraph 21(l).

[Signature Page Follows]

16

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Corporation by a duly authorized officer, as of the day and year first above written. Executive has consulted (or has had the opportunity to consult) with his own counsel (who is other than the Corporation’s counsel) prior to execution of this Agreement.

CHARLES V. BERGH
/s/ Charles V. Bergh
LEVI STRAUSS & CO.
By	/s/ Pat Pineda
Its	Human Resources Committee Chairperson

17

SCHEDULE A

Method for Determination of Long Term Incentive Grant Size

A. Methodology:

1) Fair Market Value of a share of common stock to be determined by Evercore independent valuation (or other reputable third-party valuation firm), including illiquidity discount.

Semi-annual appraisal to be determinative of each grant (currently, June 30, 2011 and December 31, 2011, respectively).

No Board of Directors discretion over valuation that is adverse to Executive

2) Black-Scholes multiple determined in accordance with the grant date methodology used by the Corporation for purposes of expensing the SAR in connection with its publicly-reported annual audited financial statements for such fiscal year.

3) Number of SARs to be granted, per grant, equals [$X] ÷ [FMV of a share of common stock on the date of grant (with illiquidity discount applied) x Black-Scholes multiple expressed as a percentage]. “$X” is the grant date value of the SAR award (e.g., $4,900,000 in the case of the Initial SAR Award).

4) Number of full-value awards to be granted (if any), per grant, equals $X ÷ FMV of a share of common stock on the date of grant (with illiquidity discount applied).

5) Round up to next share covered by the applicable award.

B. Example (for illustrative purposes only):

1) Undiscounted value of one share of common stock set forth in the third-party valuation:	$A
2) Illiquidity discount set forth in the third-party valuation:	B%
3) Fair market value of one share of common stock:	$44.50 [Represents $A multiplied by (100%-B%)]
4) Black-Scholes multiple:	37.00%
5) Black-Scholes value of one SAR:	$16.465
6) Minimum value of SAR grant:	$4,900,000
7) Number of SARs to be granted ($4,900,000 / $16.465):	297,601

18

SCHEDULE B

• All relocation benefits have a 6 month time limit of eligibility from the date of initiation.

• All transferees will be required to sign a payback agreement prior to the relocation start.

POLICY AREA	LEVEL A HOMEOWNER
Househunting	7 day trip paid as a lump sum and tax protected.
Temporary Living	Up to 60 days paid for lodging at new location. Employee must have a “dual” living situation. Paid as a lump sum and tax protected.
Final Move Costs	Airfare cost. Non taxable.
Shipment of Household Goods	A moving company is assigned to ship household goods and up to 2 cars from the old to the new location at company cost. Non taxable.
Miscellaneous Expense Allowance	An allowance equivalent to 2 weeks of your new salary to cover incidentals at new location. Taxable/not tax protected.
Destination Services	A full and comprehensive orientation to new community; includes real estate referral and mortgage counseling. Tax protected.
Spouse/Partner Employment Assistance Program	A program to help spouse/partner find employment at new location. Tax protected.
Home Purchase Assistance	Coverage of all one time purchase closing costs. Must be a pre-existing homeowner. Tax protected.
Other Incentives	Cash incentive to employee if home is sold within the 90 day marketing period. Taxable/not tax protected.
Buyer Value Option Program	Market home for first 90 days through the Marketing Assistance Program and close through 3rd party company. Non taxable event.
Cost of Living Allowance	If deemed to be a 20% minimum cost of living differential between old and new location. Payment capped at $50,000 gross. Differential times old salary is the allowance paid. Taxable/not tax protected.
Loan Subsidy Program	A dollar driven subsidy capped at $30,000 to cover interest payments. Applied through approved lender list. Taxable/Tax protected FICA only.

19

POLICY AREA	LEVEL A HOMEOWNER
Tax Assistance	LS&CO pays tax liability on all taxable relocation expenses that are tax protected.

20

EXHIBIT A

LEVI STRAUSS & CO.

2006 EQUITY INCENTIVE PLAN

STOCK APPRECIATION RIGHT GRANT NOTICE

Levi Strauss & Co. (the “Company”), pursuant to its 2006 Equity Incentive Plan (the “Plan”), hereby grants to Participant a Stock Appreciation Right covering the number of Common Stock equivalents (the “Stock Appreciation Rights”) set forth below (the “Award”). This Award is evidenced by a Stock Appreciation Right Agreement (the “Award Agreement”). The Award is subject to all of the terms and conditions as set forth herein and in the Award Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.

Participant:	Charles V. Bergh
Date of Grant:
Vesting Commencement Date:
Number of Stock Appreciation Rights:	[Per Schedule A of Employment Agreement]
Strike Price (Per Stock Appreciation Right):
Expiration Date:	[Insert date (7 years from date of grant)

Vesting Schedule:	25% of the shares subject to the Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/48th of the shares subject to the Award shall vest each month thereafter on the same calendar day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to Participant’s Continuous Service through each such vesting date, except as set forth herein.
	Notwithstanding the foregoing and anything contrary in the Plan, if Participant’s Continuous Service terminates due to (i) termination by the Company without “Cause”, (ii) Participant’s resignation for “Good Reason”, (iii) termination by the Company as a result of Participant’s “Disability” or (iv) Participant’s death, then the unvested portion of the Award that would have vested during the twenty-four (24) months following the date of termination had his employment not so terminated, will immediately vest upon such termination.
	Alternatively, if at any time upon or within two (2) years following a “Change in Control”, Participant’s Continuous Service terminates due to (i) termination by the Company for any reason other than for (x) “Cause”, (y) death or (z) “Disability”, or (ii) Participant’s resignation for “Good Reason”, then the Award will fully and immediately vest upon such termination. For the avoidance of doubt, if Participant is entitled to receive vesting acceleration pursuant to this paragraph, then this paragraph will apply and not the immediately preceding paragraph above.
	Alternatively, if (i) at any time after the fifth anniversary of Participant’s Start Date (as defined in Participant’s Employment Agreement with the Company, dated [                    ], 2011 (the “Employment Agreement”)), Participant’s Continuous Service terminates due to Participant’s resignation for any reason other than in connection with an impending termination for “Cause” by the Company and (ii) provided at least twelve (12) months have lapsed since the

1.

Date of Grant, then the Award will fully and immediately vest upon such termination. For the avoidance of doubt, if Participant is entitled to receive vesting acceleration pursuant to this paragraph, then this paragraph will apply and not the immediately preceding paragraphs above.

For purposes of the foregoing Vesting Schedule, “Cause”, “Disability”, “Good Reason” and “Change in Control” shall have the meaning defined in the Employment Agreement.

Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and agrees to, this Stock Appreciation Right Grant Notice, the Award Agreement, and the Plan. Participant further acknowledges that as of the Date of Grant, this Stock Appreciation Right Grant Notice, the Award Agreement, and the Plan set forth the entire understanding between Participant and the Company regarding the award of the Stock Appreciation Rights and supersede all prior oral and written agreements on that subject with the exception of (i) awards previously granted and delivered to Participant under the Plan, and (ii) the following agreements only:

OTHER AGREEMENTS:

LEVI STRAUSS & CO.	PARTICIPANT:
By:
Signature	Signature
Title: SVP Worldwide Human Resources	Date:
Date:

2

LEVI STRAUSS & CO.

2006 EQUITY INCENTIVE PLAN

STOCK APPRECIATION RIGHT AGREEMENT

Pursuant to your Stock Appreciation Right Grant Notice (“Grant Notice”) and this Stock Appreciation Right Agreement (the “Award Agreement”), Levi Strauss & Co. (the “Company”) has granted you a Stock Appreciation Right under its 2006 Equity Incentive Plan (the “Plan”) covering the number of Common Stock equivalents (“Stock Appreciation Rights”) as indicated in your Grant Notice (collectively, the “Award”). Defined terms not explicitly defined in this Award Agreement but defined in the Plan shall have the same definitions as in the Plan.

The details of your Award are as follows:

1. VESTING. Subject to the conditions and limitations contained herein, your Award shall vest as provided in your Grant Notice, provided that vesting shall cease upon the termination of your Continuous Service.

2. NUMBER OF SHARES AND STRIKE PRICE. The number of Common Stock equivalents subject to your Award and your strike price per share are set forth in your Grant Notice and may be adjusted from time to time for Capitalization Adjustments.

3. CALCULATION OF APPRECIATION. The amount payable upon exercise of each vested Award shall be equal to the excess of (i) the Fair Market Value per share of Common Stock on the date of exercise, over (ii) the Fair Market Value per share of Common Stock on the date of grant of the Award (as indicated in your Grant Notice).

4. PAYMENT. Subject to Section 12, the amount payable upon exercise of your Award shall be settled in whole shares of Common Stock rounded down to the nearest whole share based on the Fair Market Value of such shares at the time of exercise.

5. TERM. You may not exercise your Award before the commencement or after the expiration of its term. The term of your Award commences on the Date of Grant and expires upon the earliest of the following, as applies:

(a) immediately upon the termination of your Continuous Service for Cause;

(b) three (3) months after the termination of your Continuous Service for any reason other than the reasons set for in Section 5(a), (c), (d) and (e) of this Award Agreement; provided, however, (i) that if during any part of such three (3) month period your Award is not exercisable solely because of a condition set forth in Section 6, your Award shall not expire until the earlier of (A) the Expiration Date, or (B) the date it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service, and (ii) that prior to an IPO Date, the provisions of Section 8(a) of the Plan will have the effect of either limiting or extending the period during which exercise is permitted, depending upon the date on which the termination of your Continuous Services occurs;

(c) eighteen (18) months after the termination of your Continuous Service due to your Retirement; provided, however, that prior to an IPO Date, the provisions of Section 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted;

3

(d) eighteen (18) months after the termination of your Continuous Service due to your termination (i) by the Company without “Cause”, (ii) by the Company or you for “Disability”, or (iii) by you for “Good Reason” as such terms are defined in your Employment Agreement with the Company, dated [                    ], 2011; provided, however, that prior to an IPO Date, the provisions of Section 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted;

(e) eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates; provided, however, that prior to an IPO Date, the provisions of Section 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted;

(f) the Expiration Date indicated in your Grant Notice; or

(g) the day before the tenth (10th) anniversary of the Date of Grant.

For the avoidance of doubt, any termination of your Continuous Service in which you were eligible for Retirement, irrespective of the actual basis for your termination (except if due to Cause or an impending termination for Cause), will be deemed a termination of Continuous Service due to Retirement governed by Section 5(c).

6. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not exercise your Award unless either (i) the shares of Common Stock issuable upon such exercise are then registered under the Securities Act, or (ii) the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your Award also must comply with other applicable laws and regulations governing your Award, and you may not exercise your Award if the Company determines that such exercise would not be in material compliance with such laws and regulations.

7. EXERCISE.

(a) You may exercise the vested portion of your Award during its term by delivering a Notice of Exercise to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require. The exercise date shall be the business day on which your signed Notice of Exercise is received by the Company. If the Notice of Exercise is received after normal business hours for a given day, then the exercise date shall be considered to be the following business day. Notwithstanding the foregoing, prior to an IPO Date, you may exercise a vested Award only during the period or periods and subject to the further conditions set forth in Section 8(a) of the Plan.

(b) As a condition of exercise of the vested portion of your Award for shares of Common Stock, you will be required to enter into the Stockholders’ Agreement (or any successor to that agreement) and the Voting Trust Agreement (or any successor to that agreement), and such other agreements as the Company may require pursuant to Section 8(f) of the Plan.

(c) By exercising your Award you agree that you shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by you, for a period of time specified by the managing underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of a registration statement of the Company filed under the Securities Act (the “Lock Up Period”) in connection with an initial public offering of Common Stock, if any; provided, however, that nothing contained in this section shall prevent the exercise of a repurchase

4

right, if any, in favor of the Company during the Lock Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 7(c) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

8. TRANSFERABILITY. Your Award is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your Award.

9. PUT RIGHT. Prior to an IPO Date, you, pursuant to the provisions of Section 8 of the Plan, shall have the right, but not the obligation, to require the Company to repurchase any or all of the shares of Common Stock acquired pursuant to the exercise of your Award.

10. CALL RIGHT. Upon and after any termination of your Continuous Service but prior to an IPO Date, the Company, pursuant to the provisions of Section 8 of the Plan, shall have the right, but not the obligation, to repurchase all of the shares of Common Stock theretofore or thereafter acquired pursuant to the exercise of your Award.

11. AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or any Affiliate, or of the Company or an Affiliate to continue your employment or service. In addition, nothing in your Award shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the Company or any Affiliate.

12. WITHHOLDING OBLIGATIONS.

(a) At the time you exercise your Award, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your Award.

(b) Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may withhold from shares of Common Stock otherwise issuable to you upon the exercise of your Award a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid variable award accounting).

(c) You may not exercise your Award unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your Award when desired even though your Award is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied.

5

13. PERSONAL DATA. You understand that your employer, the Company, or an Affiliate hold certain personal information about you, including but not limited to your name, home address, telephone number, date of birth, national social insurance number, salary, nationality, job title, and details of all shares of Common Stock granted, cancelled, vested, unvested, or outstanding (the “Personal Data”). Certain Personal Data may also constitute “Sensitive Personal Data” within the meaning of applicable local law. Such data include but are not limited to Personal Data and any changes thereto, and other appropriate personal and financial data about you. You hereby provide express consent to the Company or an Affiliate to process any such Personal Data and Sensitive Personal Data. You also hereby provide express consent to the Company and/or an Affiliate to transfer any such Personal Data and Sensitive Personal Data outside the country in which you are employed or retained, including the United States. The legal persons for whom such Personal Data are intended are the Company and any broker company providing services to the Company in connection with the administration of the Plan. You have been informed of your right to access and correct your Personal Data by applying to the Company representative identified on the Grant Notice.

14. ADDITIONAL AGREEMENTS AND ACKNOWLEDGEMENTS. You hereby agree and acknowledge that:

(a) The rights and obligations of the Company with respect to your Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c) You have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.

(d) You will not question or contest in any way, whether pursuant to legal proceedings or otherwise, the Board’s determination of the Fair Market Value of Common Stock, whether for purposes of determining the strike price of your Award, the number of shares of Common Stock payable on exercise of your Award, or the amount payable on exercise of your put right or the Company’s call right pursuant to Section 8 of the Plan.

(e) You will not question or contest in any way, whether pursuant to legal proceedings or otherwise, the Company’s determination, pursuant to Section 8(e) of the Plan, to (i) reject, in whole or in part, your exercise of a put right or (ii) not exercise, in whole or in part, the Company’s call right.

(f) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(g) All obligations of the Company under the Plan and this Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

(h) Participation in the Plan is voluntary, and therefore, you must accept the terms and conditions of the Plan and this Award as a condition to participate in the Plan and receive this Award.

(i) The Plan is discretionary in nature and the Company can amend, cancel, or terminate it at any time. Section 3(b)(v) of the Plan to the contrary notwithstanding, this Award shall not be terminated or canceled without payment to you except to the extent the Award fails to vest or is forfeited, expires or otherwise terminates in accordance with its terms.

6

(j) This Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or other benefits in lieu of future awards, even if similar awards have been granted repeatedly in the past.

(k) All determinations with respect to any such future awards, including, but not limited to, the time or times when such awards are made, the number of shares of Common Stock, and performance and other conditions applied to the awards, will be at the sole discretion of the Company.

(l) The value of the shares of Common Stock and this Award is an extraordinary item of compensation, which is outside the scope of your employment or service contract, if any.

(m) The shares of Common Stock, this Award, or any income derived therefrom are a potential bonus payment not paid in lieu of any cash salary compensation and not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement benefits or similar payments.

(n) In the event of the termination of your Continuous Service, your eligibility to receive shares of Common Stock or payments under this Award or the Plan, if any, will terminate effective as of the date that you are no longer actively employed or retained regardless of any reasonable notice period mandated under local law, except as expressly provided in this Award.

(o) In the event of the termination of your Continuous Service for Cause, the Company, in its sole discretion, may rescind any transfer of Common Stock to you that occurred within six (6) months prior to such termination of Continuous Service or demand that you pay over to the Company the proceeds received by you upon the sale, transfer or other transaction involving the Common Stock in such manner and on such terms and conditions as the Company may require, and the Company shall be entitled to set-off against the amount of such proceeds any amount you owe to the Company to the fullest extent permitted by law.

(p) The future value of the shares of Common Stock is unknown and cannot be predicted with certainty.

(q) No claim or entitlement to compensation or damages arises from the termination of this Award or diminution in value of the shares of Common Stock and you irrevocably release the Company and its Affiliates, from any such claim that may arise.

(r) The Plan and this Award set forth the entire understanding between you, the Company and any Affiliate regarding the acquisition of the shares of Common Stock and supersede all prior oral and written agreements pertaining to this Award.

(s) Anything in the Plan to the contrary notwithstanding, in the event any extraordinary cash dividend is made to stockholders, the Board shall equitably adjust the exercise price of this Award to reflect any material decrease in the fair market value of a share of the Company’s Common Stock resulting from such extraordinary dividend, to the extent permissible without causing the Award to be a “deferral of compensation” under Section 409A of the Internal Revenue Code, and to the extent not so permissible the Company shall grant you such other award (including restricted stock units) or compensation as shall be equitable to compensate you for such decrease in value, as determined by the Company.

7

15. NOTICES. Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

16. HEADINGS. The headings of the Sections in this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the meaning of this Agreement.

17. SEVERABILITY. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

18. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control.

8

ATTACHMENT II

2006 EQUITY INCENTIVE PLAN

(SEE TAB A FOR 2006 EQUITY INCENTIVE PLAN DOCUMENT)

NOTICE OF EXERCISE

Levi Strauss & Co. 1155 Battery St. San Francisco, CA 94111 Date of Exercise:                             

Ladies and Gentlemen:

This constitutes notice that I elect to exercise my Stock Appreciation Right.

Stock appreciation right dated:

Number of Common Stock equivalents as to which stock appreciation right is exercised:

Certificates to be issued in name of:

By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Levi Strauss & Co. 2006 Equity Incentive Plan, and (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this stock appreciation right.

Very truly yours,

EXHIBIT B

LEVI STRAUSS & CO.

EXECUTIVE SEVERANCE PLAN

GENERAL RELEASE AGREEMENT

In accordance with Section 15 of your Employment Agreement with Levi Strauss & Co. dated            , 2011 (“Employment Agreement”), you must agree to sign and not later revoke this General Release Agreement (“Agreement”).

You and Levi Strauss & Co. (“LS&CO.”) hereby agree as follows:

1. Generally. If you sign this General Release Agreement in accordance with Section 15 of the Employment Agreement, and all applicable revocation periods have expired, you will receive satisfy the requirement thereof.

2. General Release.

a. In consideration for the payments, benefits and other rights under Section 9, Section 10 or Section 13 of the Employment Agreement (“Separation Benefits”), as applies, you, on your own behalf and on behalf of your heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably release, waive and forever discharge LS&CO. and its predecessors, successors, assigns, subsidiaries, related entities, officers, directors, voting trustees, shareholders, employees, agents, attorneys and insurers (collectively referred to as the “Company”) from any and all claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorney’s fees, and compensation in any form whatsoever, whether now known or unknown, which you have or may have (up through and including the date on which you sign this Agreement) against the Company on account of or in any way related to your employment by the Company or your separation therefrom, including but not limited to any and all claims for damages or injury, claims for wages, employment benefits, tort claims, and claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Employee Retirement Income Security Act of 1974, the National Labor Relations Act, the Fair Labor Standards Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Americans with Disabilities Act of 1990, and under any other federal, state or local law, statute (including but not limited to, the California Fair Employment & Housing Act or the California Labor Code), ordinance, guideline, regulation, order or common-law principle relating to employment, employment contracts, wrongful discharge or any other matter.

b. Notwithstanding the above General Release of all claims, you are not waiving or releasing: (i) claims for workers’ compensation; (ii) claims for medical conditions caused by exposure to hazards during your employment of which you were not aware before or at the time you sign this Agreement; (iii) claims arising after the date on which you sign this Agreement; (iv) claims for vested or accrued benefits under a Company’s employee benefit plan; (v) your right to file a charge with the Equal Employment Opportunity Commission (“EEOC”) or to participate in an EEOC investigation, (vi) all Separation Benefits, in consideration of your general release of claims hereunder, (vii) your right to indemnification and coverage as an insured under any contract of officers and directors liability insurance pursuant to Section 21(j) of the Employment Agreement or (viii) your rights as a stockholder of LS&CO. You are, however, waiving all rights to recover money or other individual relief in connection with any EEOC charge or investigation.

1.

3. California Based Employees. You also waive, release and promise never to assert any rights and benefits afforded by Section 1542 of the California Civil Code and any similar law of any state or territory of the United States and do so understanding and acknowledging the significance and consequences of such specific waiver of said provisions of law. Section 1542 of the California Civil Code states as follows:

“A General Release does not extend to claims which the Creditor does not know or suspect to exist in his or her favor at the time of executing the General Release, which, if known to him or her must have materially affected his or her settlement with the Debtor.”

4. Covenant Not to Sue. A “covenant not to sue” is a legal term which means you promise not to file a lawsuit in court. It is different from the General Release of claims contained in Section 1 above. Besides waiving and releasing the claims covered by Section 1, you further promise and represent that: (a) you have no pending lawsuits against the Company with any municipal, state, or federal court or non-governmental entity; and (b) you will not sue the Company for any reason whatsoever relating to anything that has happened through the date of this General Release Agreement and released hereby. However, this promise not to sue does not preclude you from bringing a lawsuit to challenge the enforceability of this General Release Agreement under the ADEA.

5. No Admission. The parties acknowledge and agree that this General Release Agreement does not constitute, is not intended to be, and shall not be construed, interpreted or treated in any respect as, an admission of liability or wrongdoing by either party for any purpose whatsoever. Further, each party acknowledges and agrees that there has been no determination that either party has violated any federal, state or local law, regulation, order or other legal principle or authority. You further acknowledge that no precedent, practice, policy or usage shall be established by this General Release Agreement or the amounts, benefits and rights due you under the Employment Agreement.

6. Consequences of Other Breach. You affirm that all non-compete, non-solicitation, confidential information (including as set forth at Section 17 of the Employment Agreement) and cooperation/non disparagement covenants applicable to you immediately prior to your termination of employment shall apply following your termination in accordance with the terms thereof.

7. Time To Consider Agreement. You acknowledge that you have been given at least 21 days to thoroughly consider this General Release Agreement.

8. Attorney Consultation. You acknowledge that you have been advised in writing to consult with an attorney at your own expense, if desired, prior to signing this General Release Agreement.

9. Time To Revoke Agreement. You understand that you may revoke this General Release Agreement within seven (7) days after its signing and that any revocation must be made in writing and submitted within such seven day period by registered mail, return receipt requested, to Senior Vice President of Human Resources, Levi Strauss & Co., 1155 Battery Street, San Francisco, CA 94111. You further understand that if you revoke this General Release Agreement, you shall not receive the Separation Benefits otherwise due you.

10. Consideration For Agreement. You also understand that the Separation Benefits which you will receive in exchange for signing and not later revoking this General Release Agreement are in addition to anything of value to which you already are entitled.

2

11. Release Of Unknown Claims. YOU FURTHER UNDERSTAND THAT THIS GENERAL RELEASE AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS TO DATE.

12. Severability. You acknowledge and agree that if any provision of this General Release Agreement (other than the Company’s obligation to provide the Separation Benefits and Section 2(b)(vii) and (viii) hereof) is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or controlling law, the remainder of this General Release Agreement shall continue in full force and effect.

13. Governing Law. This General Release Agreement in all respects shall be interpreted, enforced and governed under applicable federal law and in the event reference shall be made to State law, the internal laws of the State in which the Executive resides on his or her termination date will apply.

14. Acknowledgement. You further acknowledge and agree that you have carefully read and fully understand all of the provisions of this General Release Agreement and that you voluntarily enter into this General Release Agreement by signing below.

[signature page follows]

3

Charles V. Bergh

(Date)

PLEASE RETURN TO:

[Insert Name, Title and Address]

4

EX-10.18

Exhibit 10.18

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to the Employment Agreement (this “Amendment”) is effective as of May 8, 2012 and concerns the Employment Agreement entered into on June 9, 2011 (the “Agreement”), by and between Charles V. Bergh (“Executive”) and Levi Strauss & Co., a Delaware corporation (the “Corporation”). This Amendment is entered into to make certain clarifications to the Agreement to reflect the intent of both parties hereto. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Agreement.

1. Section 4 of the First Part of the Agreement entitled “Term of Employment, Duties and Scope, Compensation and Benefits during Employment, Relocation Benefits” shall be replaced in its entirety by the following:

Section 4. Annual Incentive Compensation

During the Term, the Corporation shall award Executive an annual cash incentive compensation opportunity under its Annual Incentive Plan (or any successor plan) (“AIP”) having a target amount equal to 135% of the Base Compensation (“Target AIP”) and shall be payable at the Target AIP or such lesser or greater amount as is provided under the AIP in accordance with Executive’s achievement of the performance measures and levels in effect for the Corporation’s applicable fiscal year, including, without limitation, achievement of individual performance measures and application of Corporation discretion with respect to awards under the AIP. Such Target AIP shall be subject to review and adjustment (up or down) in a manner that is consistent with the other members of the executive team and in making such adjustments the Corporation shall consider competitive benchmarks to relevant peer companies. Performance measures and levels with respect to the AIP shall be determined by the Board of Directors or the Human Resources Committee thereof, in its sole discretion, in accordance with the terms and conditions of the AIP; provided, however, that, in respect of the 2011 fiscal year, Executive shall be paid annual cash incentive compensation in an amount that is not less than 100% of the Target AIP, which shall be prorated in accordance with the fraction, the numerator of which is the number of days Executive was employed by the Corporation in the 2011 fiscal year and the denominator of which is 365.

2. This constitutes the entire Amendment to the Agreement between the parties. Except as expressly amended hereby, all terms and conditions contained in the Agreement shall remain in full force and effect.

1

In WITNESS WHEREOF, each of the parties has caused this Amendment to be duly authorized and signed.

Levi Strauss & Co.
By:	/s/ Greg B. Holmes
Name:	Greg B. Holmes
Title:	VP, Global Rewards COE & HR Services

Charles V. Bergh
By:	/s/ Charles V. Bergh

2

EX-10.19

Exhibit 10.19

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to the Employment Agreement (this “Amendment”) is effective as of January 30, 2018 and concerns the Employment Agreement entered into on June 9, 2011 (the “Agreement”), as amended, by and between Charles V. Bergh (“Executive”) and Levi Strauss & Co., a Delaware corporation (the “Corporation”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Agreement.

1.    Section 10(b) of the Second Part of the Agreement shall be replaced in its entirety by the following:

(b)    Equity Vesting. Notwithstanding anything to the contrary in the applicable plan or agreement and subject to Section 13(c) of this Agreement, (i) 100% of Executive’s outstanding equity and other long-term incentive awards that were granted after December 31, 2017 and have remained outstanding for at least twelve (12) months will continue to vest (determined as if Executive had remained in continuous service through each of the applicable vesting dates and subject to the achievement of any applicable performance conditions with respect to performance-based equity awards) and, if applicable, shall be settled following Executive’s termination in accordance with the settlement terms of the applicable grant agreement, and (ii) all vested equity and other long-term incentive awards (including those vesting under the preceding clause) granted as SARs or stock options shall be exercisable and remain exercisable for eighteen (18) months following the final vesting date under the applicable SAR or stock option (or for such longer period, if any, set forth in the applicable SAR or stock option grant agreement), but (x) in no event later than the original term/expiration date of the award; and (y) only during an exercise window permitted under the terms the Corporation’s 2006 EIP (or substantially similar provisions under the successor thereto under which the applicable award is granted) as may apply prior to the occurrence of an initial public offering. Executive’s outstanding equity and other long-term incentive awards that were granted prior to January 1, 2018, shall be governed by the terms of this Agreement (as in effect prior to its amendment on January 30, 2018) and the terms of the applicable grant agreement.

2.    Section 13(c) of the Third Part of the Agreement shall be replaced in its entirety by the following:

(c)    Equity Vesting. Notwithstanding anything to the contrary in the 2006 EIP (or successor plan) or any award thereunder, 100% of Executive’s then (i) outstanding equity and other long-term incentive awards that were granted after December 31, 2017 will immediately fully vest upon Executive’s Qualifying CIC Termination (and, in the case of performance-based equity awards, fully vest at target levels) and, if applicable, shall be settled following Executive’s Qualifying CIC Termination in accordance with the settlement terms of the applicable grant agreement, and (ii) all vested equity and other long-term incentive awards (including those vesting under the preceding clause) granted as SARs or stock options shall be exercisable and remain exercisable for eighteen (18) months following the date of Executive’s termination (or for such longer period, if any, set forth in the applicable SAR or stock option grant agreement), but in no event later the original term/expiration date of the award (but to the extent that the 2006 EIP (or successor plan) and awards granted thereunder apply after such Change in Control in accordance with the terms thereof as in effect prior to such Change in Control and such Change in Control occurs prior to the occurrence of an initial public offering, only during an exercise window permitted thereunder). Section 10(b) shall govern any such termination following the second anniversary of the Change in Control. Executive’s outstanding equity and other long-term incentive awards that were granted prior to January 1, 2018, shall be governed by the terms of this Agreement (as in effect prior to its amendment on January 30, 2018) and the terms of the applicable grant agreement.

3.    This constitutes the entire Amendment to the Agreement between the parties. Except as expressly amended hereby, all terms and conditions contained in the Agreement shall remain in full force and effect.

In WITNESS WHEREOF, each of the parties has caused this Amendment to be duly authorized and signed.

Levi Strauss & Co.
By:	/s/ Elizabeth Wood
Name:	Elizabeth Wood
Title:	SVP & Chief Human Resources Officer
Charles V. Bergh
By:	/s/ Charles V. Bergh
Name:	Charles V. Bergh
Title:	President & Chief Executive Officer

EX-10.20

Exhibit 10.20

April 29, 2016

Roy Bagattini

Dear Roy,

This letter sets forth the terms of our offer to you for the role of Executive Vice President & President, Levi Strauss Americas, reporting to me. This position is based in San Francisco.

Contingencies

This offer is contingent upon your ability to obtain and maintain the proper authorization to work in the United States. The Company will sponsor and assist you in filing a visa application. Included in this application will be a dependent visa that will enable your immediate family to accompany you to live in the United States. You are responsible for providing accurate documentation in a timely manner in order to obtain and maintain any documents which are required for entry and to perform work in the United States including but not limited to: entry visas or permits, work visas or permits, security permits or passes, and any other document(s) required to allow you to enter, remain and work in the United States.

Start Date

The Start Date of your new role is June 1, 2016. Your Start Date is subject to your receipt of a valid work permit and our receipt from you of a signed copy of this letter.

Salary

Effective on your Start Date, your annual salary will be $750,000 paid in USD.

Transition Bonus

You will receive a one-time contingent transition bonus of $1,000,000 (less applicable taxes) paid within 30 days of your Start Date. The bonus is offered in anticipation of the contributions you will make to our business over time and is intended to assist with your transition to the United States. Your entitlement to retain the full amount of the bonus is contingent on the following terms and conditions:

• In the event that you resign your employment or you are terminated For Cause (as defined below) at any time before completing at least twenty-four (24) months of employment, you will be required to repay a prorated portion of the bonus payment based on the number of completed months of active employment during the twenty- four (24) month repayment period. For example, if you were to resign your employment after completing 6 months and 15 days following the payment date, you will be required to repay 75% or $750,000. Any repayment will be due within ninety (90) days of your last day of employment. For Cause is defined as: (1) insubordination and/or failure to follow specific directions from your leadership team; (2) theft, fiscal mismanagement, or related improper conduct; (3) misrepresentation; (4) criminal activity of any type; (5) breach of the LS&Co. Worldwide Code of Business Conduct; or (6) gross negligence related to the performance of your work, and related reasons.

We have enclosed our standard Bonus Acknowledgment and Payback Agreement.

Annual Incentive Plan

You will continue to participate in our Annual Incentive Program (AIP). Under the current program, your annual target bonus will continue to be 80% of your base salary. Depending on results, your actual bonus, if any, may be higher or lower and can reach a maximum of 160% of your base salary. Bonuses for fiscal 2016 are scheduled for payment in February 2017 and you must be employed by LS&Co. on the payment date.

LS&Co. has the right to modify the program at any time. Management discretion can be used to modify the final award amount. Bonus payments are subject to supplemental income tax withholding.

Long-Term Incentives

You continue to be eligible for long-term incentive award(s), which give you the opportunity to share in LS&Co.’s success over time. Subject to Board approval in July 2016 and the provisions of the LS&Co.’s equity incentive plan for fiscal 2016, you will also receive a special one-time grant of Stock Appreciation Rights (SARs) with a grant date target value of $1,750,000. The strike price will be equal to the fair market value of LS&Co. stock as determined by a third party valuation firm and approved by the Board of Directors in July 2016. 60% of the total award is time-based and will vest 25% after the first year and monthly thereafter for years two through four. Subject to achievement of performance goals, the remaining 40% of the award is performance-based and will vest 100% after the end of year three. In any event, you must be employed on the vesting dates.

Management discretion can be used to modify the final award amount. Payments are subject to supplemental income tax withholding.

Benefits

The offer also includes participation in our U.S. 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 that includes reserved parking, Executive Medical Exams for you and your spouse, and a cash allowance of $15,000 (paid 50% in January and June). You will receive your first payment of $7,500 in June 2016.

You are eligible to accrue four (4) weeks of TOPP (Time Off with Pay Program) under our program.

Relocation

You are eligible to receive relocation benefits to facilitate your move to the San Francisco area. A Relocation Manager at Ernst & Young (“EY”) will contact you to provide information about your benefits and explain Levi Strauss & Co. relocation process and the level of service that we provide. During your relocation, it will be necessary for you to be in contact with a variety of external service providers who will assist you with your move. If there are questions that arise during the process, you may reach out to your Relocation Manager.

In the event that you separate from the company for any reason other than layoff before completing 24 months in your new role, you will be required to repay all or part of the company financed relocation assistance you received. Any such repayment may be deducted in whole or in part from any final payments due to you. A Relocation Payback Agreement is enclosed and must be signed and returned to the Company before any relocation benefits are delivered.

Tax Equalization

For calendar years 2016 and 2017, your Company compensation will be subject to the Company’s Tax Equalization policy. The philosophy of Tax Equalization is that you pay approximately the same amount of tax you would have paid had you remained in Singapore. This can include federal, state, provincial, township and social program taxes but does not include real estate property taxes. Any incremental tax liability in the United States for earnings and benefits related to your employment with the Company arising during 2016 and 2017 will be paid by the Company. You will be solely responsible for all U.S. and other incremental taxes related to personal assets and earnings.

The Company, through EY, provides and directly pays for tax consultation and tax preparation services. Singapore and United States tax returns will be prepared by EY at the expense of the Company. You are expected to cooperate with EY in furnishing timely, complete and accurate information necessary to prepare the tax returns. In addition, you are required to sign all documents necessary to implement the tax payment and equalization process (e.g., loan agreement, tax procedures memo). Should you choose to use your own tax service provider; the Company will NOT reimburse you for the fees of your own tax service provider.

If you exercise and/or sell equity, sell any real estate or experience any change in personal income, you are advised to notify EY within 30 days in advance, so that appropriate tax planning can be arranged. After 2017, you are solely responsible for your taxes without any tax equalization assistance from the Company. The one exception is any earned AIP payout for fiscal 2017 that is paid in the first quarter of fiscal 2018 will also be tax equalized.

Please contact Scott White, VP of Total Rewards, if you have questions about our incentive programs, benefits, or tax equalization policy.

Worldwide Code of Business Conduct

LS&Co.’s Worldwide Code of Business Conduct (WCOBC) sets out basic principles to guide all employees of the Company on how LS&Co. conducts business, while at the same time providing helpful guideposts for behavior while on the job. Compliance with the WCOBC is a fundamental condition of employment, and employees are required to sign a Statement of Commitment agreeing to abide by the principles set forth in the document. LS&Co.’s WCOBC is available for review on our website at http://www.levistrauss.com/careers/culture.

Non-Solicitation of Employees

In order to protect Confidential Information (as defined in the enclosed “Employee Invention and Confidentiality Agreement”), you agree that so long as you are employed by LS&Co., and for a period of one year thereafter, you will not directly or indirectly, on behalf of yourself, any other person or entity, solicit, call upon, recruit, or attempt to solicit any of LS&Co.’s employees or in any way encourage any

LS&Co. employee to leave their employment with LS&Co. You further agree that you will not directly or indirectly, on behalf of yourself, any other person or entity, interfere or attempt to interfere with LS&Co.’s relationship with any person who at any time was an employee, consultant, customer or vendor or otherwise has or had a business relationship with LS&Co.

Non-Disparagement

You agree now, and after your employment with the LS&Co. terminates not to, directly or indirectly, disparage LS&Co., its business activities, or any of its directors, managers, officers, employees, affiliates, agents or representatives to any person or entity.

At-Will Employment

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. Only the President & CEO or Senior Vice President & CHRO can authorize an employment agreement to the contrary and then such employment agreement must be in writing.

Please note that except for those agreements or plans referenced in this letter and attachments, this letter contains the entire understanding of the parties with respect to this offer of employment and supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) with respect to this offer of employment. Please review and sign this letter and the enclosed agreements, including the Employee Invention and Confidentiality Agreement. We must receive your signed letter and all executed agreements before or on your first day of employment. You may keep one original for your personal records.

Roy, we are very excited about you taking on this new role. We are confident that you will make a valuable contribution to LS&Co.’s business in the Americas.

Sincerely,

/s/ Chip Bergh

Chip Bergh

President & Chief Executive Officer

Signed:

/s/ Roy Bagattini	May 2, 2016
Roy Bagattini	Date

EX-10.21

Exhibit 10.21

July 18, 2013

Dear Seth,

Congratulations on your new position as Executive Vice President & President, Europe. The terms set out in this offer letter relate to your long-term international assignment in London and include the regulation of your employment at the end of this assignment.

You will be considered a seconded employee from Levi Strauss &Co. (LS&Co.) to Levi Strauss (U.K.) Limited, based in London, United Kingdom, in accordance with LS&Co.’s Global Assignment Policy. For the duration of your assignment, you will be seconded to Levi Strauss (U.K.) Limited, performing services in such capacity as determined by LS&Co. does not derive any profit from the activities performed by you as a seconded employee to Levi Strauss (U.K.) Limited.

Contingency

This offer is contingent upon your ability to obtain and maintain the proper work authorization in your host country. Our immigration attorneys will assist you in filing for the appropriate work authorization. You are responsible for providing accurate documentation in a timely manner in order to obtain and maintain any documents which are required for entry and to perform work in your host country including but not limited to: entry visas or permits, work visas or permits, security permits or passes, and any other document(s) required to allow you to enter, remain and work in your host country for the duration of the assignment.

Assignment Start Date

Your first day on assignment in London, United Kingdom is anticipated to be August 1, 2013 (the Assignment Start Date), subject to obtaining valid work authorization for the United Kingdom. The anticipated length of this assignment is through August 1, 2016.

Salary

Effective on July 18, 2013, your annual salary will be $550,000.

Annual Incentive Plan

You will continue to be eligible to participate in the Annual Incentive Program (AIP). Under the current program, your annual target bonus will be 80% of your base salary, with a 2013 target value of $440,000. Depending on results, your actual bonus, if any, may be higher or lower and can reach a maximum of 160%. Bonuses for fiscal 2013 are scheduled for payment in February 2014 and you must be employed by LS&Co. on the payment date. LS&Co. has the right to modify the program at any time.

Management discretion can be used to modify the final award amount. Bonus payments are subject to supplemental income tax withholding.

Long-Term Incentives

You will continue to be eligible for long-term incentives in effect during your employment with LS&Co. including, but not limited to Stock Appreciation Rights (SARs). The Company has the right to modify the program at any time including, but not limited to the target grant value.

Benefits

While you are on assignment in your host country, you and your family will be enrolled in the Cigna International health plan for medical and dental coverage. Questions about the plan may be directed to HR Services at                                 . You will continue to be eligible to participate in all other US benefit programs while on assignment in London.

Assignment Provisions

Pursuant to the LS&Co. Global Assignment Policy, you will be eligible for certain assignment benefits, including but not limited to, miscellaneous allowances, tax preparation services, and annual home visits. Please refer to the attached summary of the LS&Co. Global Assignment Policy included with this letter for more details.

Employment Status

You understand and agree that, throughout the duration of your assignment, your employment will continue in all respects to be governed by and under the laws of the state of California and relevant federal law of the United States.

Worldwide Code of Business Conduct

You agree to abide by all LS&Co. policies including, but not limited to, policies contained in the LS&Co.’s Worldwide Code of Business Conduct (WCOBC).

Non-Solicitation of Employees

In order to protect Confidential Information (as defined in the enclosed Employee Invention and Confidentiality Agreement), you agree that so long as you are employed by LS&Co., and for a period of one year thereafter, you will not directly or indirectly, on behalf of yourself, any other person or entity, solicit, call upon, recruit, or attempt to solicit any of LS&Co.’s employees or in any way encourage any LS&Co. employee to leave their employment with LS&Co. You further agree that you will not directly or indirectly, on behalf of yourself, any other person or entity, interfere or attempt to interfere with LS&Co.’s relationship with any person who at any time was an employee, consultant, customer or vendor or otherwise has or had a business relationship with LS&Co.

Non-Disparagement

You agree now, and after your employment with the LS&Co. terminates not to, directly or indirectly, disparage LS&Co. in any way or to make negative, derogatory or untrue statements about LS&Co., its business activities, or any of its directors, managers, officers, employees, affiliates, agents or representatives to any person or entity.

At-Will Employment

Nothing in this Agreement alters, or modifies your at-will employment relationship with LS&Co., which will continue throughout the period of the assignment, and will supersede any other employment relationship that might be implied under the host country laws.

This global assignment is subject to the business requirements of LS&Co. and your performance during the period of the assignment. Throughout the entire period of this assignment, you agree that you will not engage, directly or indirectly, either on your own or through the agency of another person, firm or corporation, in any other employment, profession, occupation, service or business whatsoever. Violation of this provision may result in the termination of your employment.

At the time the global assignment is terminated by LS&Co., you will be asked to return to your home country and report to LS&Co. if continued employment is available. LS&Co. will provide repatriation support to your home country, in accordance with the Global Assignment policies in effect at the time of your repatriation, whether employment is available or not, provided that you return to your home country within the timeframe specified by LS&Co. at the time of termination of the assignment.

LS&Co. cannot and does not guarantee that you will be reassigned to any position you occupied before accepting this assignment or that any employment will be offered to you upon completion or termination of this assignment.

Please note that except for those agreements or plans referenced in this letter and attachments, this letter contains the entire understanding of the parties with respect to this offer and supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) with respect to this offer. Please review and sign this letter and the attached Employee Invention and Confidentiality Agreement.

Seth, congratulations on your new position and assignment and this latest achievement in your career path at LS&Co.

Sincerely,

Chip Bergh

President & CEO

Signed:

/s/ Seth Ellison	July 18, 2013
Seth Ellison	Date

Attached: (1) Employee Invention and Confidentiality Agreement, and (2) Global Assignment Policy Summary

Summary of the LS&Co. Global Assignment Policy

Expatriate Relocation Assistance

During the term of your expatriate assignment, you will be eligible to receive certain payments, allowances and services in accordance with LS&Co.’s Global Assignment Policy. The delivery of these benefits will be coordinated by Weichert Relocation Resources, Inc. (WRRI), a global relocation and assignment management company. An Assignment Counselor from WRRI will reach out to you to provide an orientation to the program, including a Global Assignment Handbook that will describe the benefits and services associated with your expatriate assignment. Highlights of the Global Assignment Program are as follows:

• Pre-Assignment Trip of up to 7 days for you and your spouse, partner, and daughter to include business class airfare, lodging, meals and transportation.

• Travel to Host Country for you and your family at the time of your move via the most direct route and in accordance with US business travel policy.

• Home Country Lease Breaking Penalty Protection if needed to cover reasonable penalties for canceling a lease on your primary home country residence.

• Temporary Housing and Per Diem of $70 per day for up to 60 days in your host location at the time of your move.

• Destination Services provided by a designated provider to assist you with finding housing and settling in to your new location.

• Host Country Housing Allowance of up to US$12,000 per month beginning with the start of a rental agreement for long-term housing in your host country. If you choose a residence that exceeds the housing allowance limit, you will be responsible for paying the difference. The company will reimburse you for the cost of basic utilities in your host location (water, gas, electricity), excluding the cost of telephone, internet and television services. Note that a housing offset deduction will be deducted from your paycheck. If you are a homeowner, LS&Co. recommends that you put your home in property management as a rental property. Your Assignment Counselor will provide information about the property management services that are available. For homeowners, the housing offset deduction will be the lesser of your current mortgage plus utilities, or current rental income plus utilities. For renters, the housing offset deduction will be equivalent to your most recent rent in your home country plus average monthly utilities.

• Shipment of Household Goods and Personal Effects for you and your family in a 40 foot container to a maximum of 14,000 pounds/2,000 cubic feet, and an air shipment of up to 750 pounds/78 cubic feet. Shipments are limited to pickup at one point of origin (your home location) and delivery to one destination (your host location). Restrictions are outlined in the Global Assignment Handbook.

• Storage of Household Goods in your home location for items that you will not use in your host location, with some restrictions as outlined in the Global Assignment Handbook.

• Shipment of Pets to a maximum of 2 Pets. Covered expenses include the cost of the travel container, transportation and boarding not to exceed 30 days or required quarantine time in the host location. Veterinarian fees such as the cost of vaccinations and health certificates are not covered.

• A Goods & Services (G&S) Differential designed to ensure that your total purchasing power for goods and services in your host country is as similar as possible to that which you would have in your home city. The differential is paid via payroll checks and begins upon your move into long- term host country housing. The allowance is not paid while you are in temporary housing. The differential is calculated at the time you move into long-term housing using data produced by an outside vendor, Mercer/ORC, and is reviewed periodically and adjusted to reflect changes in exchange rates and goods & services indices. During your first 6 months on assignment, your G&S differential will be based on the Standard Index. During this time you will have the opportunity to assimilate into local buying practices and become a more efficient purchaser of goods and services in your host location. Upon reaching 6 months on assignment, your G&S differential will be moved to the Efficient Purchaser Index (EPI) and will be reduced accordingly.

• Miscellaneous Relocation Allowance of US$10,000 to cover expenses related to moving and establishing a household in your host country. This is a lump sum payment, and LS&Co. pays the taxes on this allowance.

• Home Country Automobile Disposition – Lease breakage fee for 1 auto will be provided.

• Immigration Support provided by designated immigration counsel to assist in obtaining work authorization for you in your host country, and dependent visas for your family.

• Language Training through a designated vendor not to exceed 150 hours.

• Cultural Orientation for up to 2 days for you and your family through a designated vendor.

• Annual Home Visit once per year for you and your accompanying family to include round trip business class airfare to your home country via the most direct route. Should you not have access to lodging or a car in your home country, reasonable accommodations and car rental (excluding gasoline) for 2 weeks will be reimbursed. Cost of meals, laundry, telephone calls, entertainment, and any other extras will not be reimbursed. Home visit requests are reviewed with your host country manager and are counted against your accrued time off. Note that you must accompany family members on the home visit in order for the expenses to be reimbursed.

• Tax Preparation Services provided through a designated vendor during your assignment and the year following the end of your assignment. Currently, Ernst & Young provides tax services to LS&Co.’s global assignees.

• Tax Equalization is provided to ensure that you realize neither a significant tax detriment nor a benefit as a result of the assignment. LS&Co. has contracted with Ernst & Young to prepare your home and host country tax returns, to administer the tax equalization program, and to provide tax orientation to you before your departure on assignment.

• Income you receive during your global assignment is taxable under the laws of your host county and the US. In order to avoid a double taxation burden, LS&Co. pays the taxes assessed on host country income. In addition, LS&Co. pays the tax assessed on certain allowances you receive while in your host country which represents payments you would not receive but for your global assignment. You remain fully responsible for the tax liability for all taxable income earned in a given year that represents your base salary, any incentive payments, tax on personal investments, and any other income not specifically related to your global assignment. This tax liability is referred to as Stay at Home Tax.

• To implement tax equalization, you agree to promptly furnish information to and permit Ernst & Young to complete your income tax returns for each year or partial year you are on this expatriate assignment (including any amendments to these returns recommended by Ernst & Young), and for up to five calendar years following the year in which you complete the expatriate assignment if deemed necessary. This agreement survives the end of your employment, and obliges you to have Ernst & Young perform this service even after you leave LS&Co. so that all appropriate tax credits may be taken. You further agree to amend returns from prior years to use foreign tax credits, when advised to do so by Ernst & Young. You also agree that Ernst & Young’s calculation of the Stay at Home Tax will be deducted from your paychecks, and from any incentive payments. You further acknowledge and agree that you are solely responsible for making timely payments of: (i) any additional US, state, or local tax that may be due after final tax calculations are completed by Ernst & Young for a given year, (ii) any host country taxes on income from sources other than LS&Co., (iii) any host country, US, state, and local taxes due on any income earned by your spouse, (iv) any taxes assessed by reason of the sale of your principal residence, the sale of a vacation home, or the sale of any other asset, (v) any penalties, fines, or interest due because you turned in information to Ernst & Young after the deadlines set by Ernst & Young, and (vi) the fees charged by Ernst & Young to research an unusual or complex personal tax issue. You further agree to promptly either repay to LS&Co. or endorse over to LS&Co. all refunds received from a host country taxing authority or the United States, a state, or a local taxing authority, when the refund should be remitted to LS&Co. under the tax equalization program in effect at LS&Co. at the time of the refund, and any social benefit payments.

• It is your responsibility to deliver your completed tax organizer to Ernst & Young on time, and to promptly respond to any requests for information from them. Any penalties incurred or interest accrued because of the late submission of information by you will be your sole responsibility. Any failure to execute documents on time, endorse checks, make required repayments, or otherwise comply with the requirements of the tax equalization program will be grounds for discipline, up to and including termination of employment. You further authorize and agree that if you fail to make required repayments or other payments due to LS&Co. as a result of the tax equalization program within the LS&Co. designated timeframe, LS&Co. may make payroll deductions to cover these repayments.

• A representative from Ernst & Young will contact you to answer any questions you may have about the tax equalization program.

• Repatriation Support will be provided at the conclusion of your assignment in accordance with the Global Assignment policy in effect at the time of your repatriation, provided that you return to your home country within the timeframe specified by LS&Co. Note that if you resign or are involuntarily terminated for any reason other than layoff, your repatriation support will be limited. At the time your assignment ends, your Assignment Counselor will provide details on the repatriation support that is available.

Upon termination of your global assignment, all allowances and payments related to your assignment will terminate.

More information about the program is provided in the Global Assignment Handbook. Questions may be directed to your Assignment Counselor Rena Bonadonna at WRRI, who can be reached at                                  or via                                 .

Benefit and Policy Amendments

The company reserves the right to modify, amend or terminate any and all policies, and provisions of its compensation and benefit plans, and establish rules and procedures for their administration at its discretion and without notice.

EMPLOYEE INVENTION AND CONFIDENTIALITY AGREEMENT

In exchange for my employment and the wages or salary paid to me for my services during my employment with Levi Strauss & Co., or its parent companies, subsidiaries, or affiliates (collectively the Company), I agree:

1.    I will promptly disclose to the company all inventions, improvements, technical developments, copyrightable material, designs, drawings, data, ideas or other discoveries (collectively Inventions) which I may conceive or make solely, or which I may conceive or make jointly or in common with others, during the scope and course of my employment, and which pertain to (a) garment, fabric, sundry, product, label, accessory, fixture, store or website designs, (b) garment or textile methods, supplies and equipment, sources, vendors, or products, (c) facilities, machines, distribution methods, inventory control methods, or other know-how pertaining to the manufacture or treatment of garments or fabrics, or the distribution of finished goods, (d) other business of the Company, and (e) Inventions, improvements or technical developments which are made or developed or reduced to practice at the Company’s expense or pursuant to a Company research or development project. I agree that all such Inventions are and shall be the sole property of the Company.

a. I assign to the Company complete ownership of all the Inventions specified in this paragraph, together with ownership to all patent applications and patents (United States and foreign) which the Company may desire to secure with respect to the same, and all copyrights, trade or service marks, work rights or other intellectual property rights relating to these Inventions.

b. I will cooperate with the Company to secure the Company’s rights to the Inventions and to procurements of United States and foreign patents, copyrights, and trade or service marks on such Inventions, and particularly to disclose to the Company all pertinent information and data with respect thereto and execute all applications, specifications, oaths, assignments and all other instruments which the Company deems necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to these Inventions.

c. If, during my employment with the Company, I incorporate into any Invention under this Agreement any other invention, improvement, development, concept, discovery or other proprietary information owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Invention.

2.    Confidential Information is any proprietary information, data, or trade secrets of the Company including, but not limited to, research, designs, product and business plans, forecasts, products, services, advertising, customers, customers lists, sourcing agreements, licensing agreements, vendor agreements, personnel information, markets, financial information, projections, software, developments, inventions, processes, formulas, technology, drawings, hardware, or other business information disclosed to me or made accessible to me by the Company to me directly or indirectly in writing, orally, electronically or by drawings, samples, parts or equipment, or in any other manner, I understand and agree that all Confidential Information pertaining to any aspect of the Company’s business made available, directly or indirectly, to me in my employment is proprietary information to be held in strict confidence and I will not disclose such information to third parties or use it for myself or for others

without the prior written consent of the Company. I understand and agree that my obligation of confidentiality remains in effect both during and after the period of my employment with the Company, until this information becomes part of the public domain through no direct or indirect action by me.

3.    As soon as my employment with the Company ends, I will promptly deliver to the Company all copies or other embodiments of Confidential Information in written or electronic form and all other drawings, blueprints, samples, manuals, letters, notes, notebooks, reports, electronic data, and all other materials relating to the Company’s business which are in my possession or under my control.

4.    This Agreement cannot be terminated or altered by changes in other terms of my employment, such as changes in duties, position or compensation, and will apply to the entire term of my employment, regardless of when I sign this Agreement, and will in no way alter the at-will nature of my employment. My employment may be terminated at any time by me or the Company with or without cause.

5.    I do not have any Invention, patented or unpatented, which I conceived or made before this date of my employment by the Company, whichever is later, except those I have described on Appendix A of this Agreement, which is an integral part of this Agreement. This Agreement does not apply to any Invention that is covered fully by the provisions of Section 2870 of the California Labor Code, the language of which is included in Appendix A.

6.    I understand that the Company is a private company. During my employment, I will make no public statements, to the press or otherwise, concerning the Company, its vendors, contractors, products, finances, practices, personnel, any of its plans or strategies, or any other aspect of its business without first obtaining the written permission of the head of corporate communications.

7.    I understand and agree that a violation of the provisions of this Agreement will cause irreparable damage to the Company, and that it will be impossible to estimate or determine the damage that will be suffered by the Company in the event I breach any of its provision. Therefore, I agree that in the event of any violation or threatened violation of my obligations hereunder, the Company will be entitled, as a matter of course, to an injunction from any court of competent jurisdiction, restraining any violation or threatened violation by me, and that the Company’s right to an injunction is in addition to other remedies the Company may have.

8.    If any provision of this Agreement is unenforceable, then the balance of all of its terms will nonetheless be enforceable.

EMPLOYEE:

Signature:

Name Printed:

LEVI STRAUSS & CO.

July 6, 2016

Seth Ellison

RE: Assignment Extension in Belgium

Dear Seth,

This letter is to confirm the extension of your assignment in Belgium as EVP and President, Europe no later than July 31, 2018.

You will continue to be considered a seconded employee from Levi Strauss & Co. (the “Company”) to Levi Strauss (UK) Limited, based in the United Kingdom, and on assignment to Levi Strauss & Co., Belgium, in accordance with the LS&Co.’s Global Assignment Policy. LS&Co. does not derive any profit from the activities performed by you as a seconded employee to Levi Strauss (UK) Limited, nor as an assigned employee to Levi Strauss & Co. Belgium.

This letter does not create a contract of employment, but simply seeks to confirm the conditions which pertain to your international assignment.

All terms and conditions as per your original assignment letter (“Assignment Letter”) dated September 16, 2013 shall remain unchanged during your assignment extension with the exception of your current annual salary of $615,000 USD.

You will continue to be subject to the terms of your original assignment letter and the Global Mobility Program of Levi Strauss & Co. The company reserves the right to modify, amend or terminate any and all policies, and provisions of its compensation and benefit plans, including, but not limited to, the Global Mobility Program, and establish rules and procedures for their administration at its discretion and without notice. Your global assignment and your employment relationship generally are subject to and governed by the laws of your home country in accordance with the terms of the Global Mobility Policy. This letter shall not be amended or supplemented unless in writing signed by you and a duly authorized representative of your home country.

Seth, I want to wish you a continued successful and fulfilling experience in your role.

Sincerely,

/s/ Scott White

Scott White

Please sign and return a copy of this letter as an indication of your understanding of and agreement with the conditions contained herein.

/s/ Seth Ellison	July 12, 2016
Seth Ellison	Date

Copy to:

Conny Verelst

Laura Peterson

EX-10.22

Exhibit 10.22

September 19, 2016

Dear David,

This letter sets forth the terms of our offer to you for the role of Executive Vice President & President, Levi Strauss Asia, Middle East, & Africa (“LSAMA”), reporting to me. The details of our offer are as follows:

Work Location and Assignment

You will be on a secondment assignment from Levi Strauss & Co., San Francisco, CA, US (“home country”), to Levi Strauss Asia Pacific Division Pte. Ltd., Singapore (“host country”). During your assignment, you will conduct such duties as Levi Strauss Asia Pacific Division Pte. Ltd., in its discretion, will direct. However, in all other respects you will continue to remain subject to the terms and conditions of your employment with the Company, including the Company’s Code of Business Conduct, confidentiality obligations and all appropriate statutes and regulations affecting corporations or their employees in your home country.

Your assignment in Singapore is anticipated to start from October 1, 2016 (“Start Date”) and last for three (3) years. Your start date is subject to your receipt of a valid work permit, medical clearances (if applicable) and our receipt from you of a signed copy of this letter.

Contingencies

This offer is contingent upon your ability to obtain and maintain the proper work authorization in your host country. The Company will assist you in filing for the appropriate work authorization. You are responsible for providing accurate documentation in a timely manner in order to obtain and maintain any documents which are required for entry and to perform work in your host country including but not limited to: entry visas or permits, work visas or permits, security permits or passes, and any other document(s) required to allow you to enter, remain and work in your host country for the duration of the assignment.

Salary

Effective on September 1, 2016, your annual salary will be $700,000 paid in USD.

Annual Incentive Plan

You will continue to participate in our Annual Incentive Program (AIP). Under the current program, your annual target bonus will now be 80% of your base salary. Depending on results, your actual bonus, if any, may be higher or lower and can reach a maximum of 160% of your base salary. For the remainder of fiscal 2016, your annual target bonus will remain 70% and the financial component of your bonus will be based on Total Company. Beginning in fiscal 2017, the financial component of your bonus will be based on Total Company and LSAMA financial performance. Bonuses for fiscal 2017 are scheduled for payment in February 2018 and you must be employed by LS&Co. on the payment date.

LS&Co. has the right to modify the program at any time. Management discretion can be used to modify the final award amount. Bonus payments are subject to supplemental income tax withholding.

Long-Term Incentives

You continue to be eligible for long-term incentive award(s), which give you the opportunity to share in LS&Co.’s success over time. Subject to Board approval in January 2017 and the provisions of the LS&Co.’s equity incentive plan for fiscal 2017, your fiscal 2017 long-term incentive target will be $700,000. You will also receive a special one-time grant with a target value of $250,000. You will receive more information and details on your long-term incentive grant at that time. LS&Co. has the right to modify the program at any time including, but not limited to the target grant value.

Benefits

While you are on assignment in your host country, HR Services will assist you with enrollment in the Cigna International Health Plan for medical and dental coverage. Questions about the plan may be directed to HR Services at 866-891-6725. You will continue to be eligible to participate in all other US benefit programs while on assignment.

Assignment Provisions

Pursuant to the LS&Co. Global Mobility Policy, you will be eligible for certain assignment benefits. A copy of the LS&Co. Global Mobility Policy is available upon request.

OTHER TERMS AND CONDITIONS

In addition to the annual package and international assignment package elements described in this letter and attachments, there are several other terms and conditions as part of the Global Mobility Program that are applicable to you throughout your global mobility assignment with the Company. These are outlined, as follows:

Tax Equalization

You will be subject to the Company’s Tax Equalization policy. The philosophy of Tax Equalization is that you pay approximately the same amount of tax you would have paid had you remained in your home country. This can include federal, state, provincial, township and social program taxes. Any incremental host country taxes arising from your assignment will be paid by the Company.

The Company, through Ernst & Young (“EY”), provides and directly pays for tax consultation and tax preparation services while you are on assignment. The consultation includes a required pre-assignment tax consultation to review the tax implications of your international assignment and the Company’s Tax Equalization Policy. The tax consultation can take place in your current country or in your host country as soon as practical upon arrival.

Home and host country tax returns will be prepared by EY at the expense of the Company. You are expected to cooperate with EY in furnishing timely, complete and accurate information necessary to prepare home and host country tax returns. In addition, you are required to sign all documents necessary to implement the tax payment and equalization process (e.g., loan agreement, tax procedures memo). Should you choose to use your own tax service provider; the Company will NOT reimburse you for the fees of your own tax service provider.

If you exercise and/or sell equity, sell any real estate or experience any change in personal income, you are advised to notify EY within 30 days, preferably in advance, so that appropriate tax planning can be arranged.

When you leave the assignment country, there may be taxes incurred in subsequent years. At the discretion of the Company, you may remain in the Tax Equalization Program to handle these taxes. In addition, some forms of long-term compensation (such as stock options) may be taxable in the assignment country even after you have departed. In general, after your assignment, you are responsible for taxes on equity income, pensions and other long-term compensation. However, to address these situations, the Company has specific provisions of the Tax Equalization policy that address post-assignment tax issues.

Repatriation

Repatriation support will be provided at the conclusion of your assignment in accordance with the Global Mobility Policy in effect at the time of your repatriation, provided that you return to your home country within the timeframe specified by LS&Co. Note that if you resign or are involuntarily terminated for any reason other than a reduction in force or job elimination, your repatriation support may be limited. At the time your assignment ends, your Assignment Counselor will provide details on the repatriation support that is available.

Upon termination of your global assignment, all allowances and payments related to your assignment will end.

Policy Amendments

The Company reserves the right to modify, amend or terminate any and all policies, and provisions of its compensation and benefit plans, including, but not limited to, the Global Mobility Program, and establish rules and procedures for their administration at its discretion and without notice.

Data Protection Act

To manage your assignment effectively we may need to process personal data relating to you for the purpose of personnel and employment administration. This may include the transfer of data to, and processing by, other offices, and across borders, including transfers between your host country and the U.S. and other locations. Examples could include providing the host country office with your bank account details, or an emergency contact number for a relative in your home country.

By signing this letter, you consent under the Data Protection Act, to the processing and transfers of this personal data. This is likely to include the provision that, from time to time, such data be transferred to other offices, including those based in countries within and outside of the EU and your host country. In the event of such transfers, data will be released to authorized individuals for administrative purposes only.

Non-Solicitation of Employees

In order to protect Confidential Information (as defined in the enclosed “Employee Invention and Confidentiality Agreement”), you agree that so long as you are employed by LS&Co., and for a period of one year thereafter, you will not directly or indirectly, on behalf of yourself, any other person or entity, solicit, call upon, recruit, or attempt to solicit any of LS&Co.’s employees or in any way encourage any LS&Co. employee to leave their employment with LS&Co. You further agree that you will not directly or indirectly, on behalf of yourself, any other person or entity, interfere or attempt to interfere with LS&Co.’s relationship with any person who at any time was an employee, consultant, customer or vendor or otherwise has or had a business relationship with LS&Co. Execution of the attached Employee Invention and Confidentiality Agreement, along with this letter agreement, is a prerequisite of this offer.

Non-Disparagement

You agree now, and after your employment with the LS&Co. terminates not to, directly or indirectly, disparage LS&Co., its business activities, or any of its directors, managers, officers, employees, affiliates, agents or representatives to any person or entity.

At-Will Employment

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. Only the President and Chief Executive Officer or Senior Vice President Human Resources can authorize an employment agreement to the contrary and then such employment agreement must be in writing. Your assignment in Singapore does not amend the employment at-will provision.

Please note that except for those agreements or plans referenced in this letter and attachments, this letter contains the entire understanding of the parties with respect to this offer of employment and supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) with respect to this offer of employment. Please review and sign this letter, the attached Employee Invention and Confidentiality Agreement, and the attached Relocation Payback Agreement as an indication of your understanding of an agreement with the conditions contained herein. We must receive executed originals of these documents. You may keep one original for your personal records.

Governing Law

This letter, your global assignment, and your employment relationship, generally are subject to and governed by the laws of your home country in accordance with the terms of the Global Mobility Policy. This letter may not be amended, supplemented, or superseded unless in writing signed by you and a duly authorized representative of your home country.

I have read and I hereby acknowledge and agree to abide by the terms of this letter and the Global Mobility Program of Levi Strauss & Co. (including the Tax Equalization Policy). I understand that if the Company determines that I owe any money to the Company based on any Tax Equalization Statement or any other policy of the Global Mobility Program, or based on any other payment made by the Company to me or on my behalf in connection with the assignment that is the subject of this letter, the Company will notify me of any monies due. If I do not remit payment of such monies due within 30 days of the date of the Company’s notification, then I authorize the Company to deduct from any compensation otherwise due to me, including bonuses or annual incentives, the full amount owed to the Company, and agree that the Company shall have all rights and remedies available to it to collect any unpaid amounts owed to it.

David, we are very excited about you taking on this new role. We are confident that you will make a valuable contribution to LS&Co.’s business in the LSAMA region.

Sincerely,

Chip Bergh

President & CEO

Signed:

/s/ DAVID LOVE	September 19, 2016
David Love	Date

Attached:

Employee Invention and Confidentiality Agreement

Long-Term Assignment Policy Summary

Relocation Payback Agreement

EX-10.23

Exhibit 10.23

December 10, 2012

Harmit Singh

100 East Huron St, Unit # 4803

Chicago, IL 60611

Dear Harmit:

I am delighted to confirm our offer of employment to join Levi Strauss & Co. (LS&Co.) as Executive Vice President & Chief Financial Officer, reporting to me. Your start date is to be January 16^th, 2013. The details of our offer are as follows:

Work Location

Your work location will be San Francisco, CA.

Salary

Your starting salary will be $12,987 per week (approximately $675,000.00 per year). This position is assigned to the Executive Band in the company’s compensation program.

Annual Incentive Plan

Your target participation in the Annual Incentive Program (AIP) is 80% of your base salary, with a 2013 target value of $540,000. AIP awards are prorated based on date of hire. This payment will be made in the first quarter of 2014. A detailed explanation of the program is included with this letter.

Long Term Incentive – Stock Appreciation Rights

You will participate in the Company’s Equity Incentive Plan each year. For 2013, you are entitled to receive Stock Appreciation Rights (SARs) with a total target value of $1,300,000.00. This grant would be made in February 2013, subject to Board approval. Should the terms of the Equity Incentive Plan or SAR program change prior to that date, your $1,300,000 target will not change.

Signing Bonus

You will receive a one-time signing bonus of $250,000.00 (less applicable taxes), paid within 30 days of your hire date.

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 twenty-four (24) months of employment, or you are terminated for cause before twenty-four (24) 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.

We will provide you with our standard a Signing Bonus Acknowledgment and Payback Agreement. Please sign and return the Payback Agreement.

Singh - 2

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 $15,000.00. The value of the perquisite cash allowance is $15,000.00 per year, paid out to you in two installments each year. The first payment is in January and the second is in June.

You are eligible to accrue three (3) weeks of TOPP (Time Off with Pay Program) during your first year of employment. We will make an exception and offer you an additional week of TOPP in your first year, banked in full at date of hire.

Relocation

You are eligible for relocation benefits to facilitate the move to the San Francisco area. A summary will be provided to you from Veronica Harris, Mobility Services. She will assist in the coordination of your relocation. Veronica can be reached at ______________.

The above describes some of the terms of Levi Strauss and 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 Dan Suffoletta, Vice President, HR Services at                                 .

Worldwide Code of Business Conduct

LS&Co.’s Worldwide Code of Business Conduct (WCOBC) sets out basic principles to guide all employees of the Company on how LS&Co. conducts business, while at the same time provides helpful guideposts for behavior while on the job. Compliance with the WCOBC is a fundamental condition of employment, and employees are required to sign a Statement of Commitment agreeing to abide by the principles set forth in the document. LS&Co.’s WCOBC is available for review on our website at http://www.levistrauss.com/careers/culture.

Severance

You are eligible to receive severance under the terms of the Company’s Executive Severance Plan, which may be amended at any time as set forth in the Plan. A summary of those terms is attached hereto, and is qualified in its entirety by the full policy which you have received.

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. Only the President, Chief Executive Officer or Senior Vice President Human Resources can authorize an employment agreement to the contrary and then such employment agreement must be in writing.

Singh - 3

Harmit, 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,

Chip Bergh

President and Chief Executive Officer

/s/ Harmit Singh	December 10, 2012
Signed:                                     Harmit Singh	Date

Attached:

Executive Severance Plan

EX-10.25

Exhibit 10.25

BUILDING A LEASE

TABLE OF CONTENTS

		Page No.
Article 1 – Premises			1
Article 2 – Definitions			1
Article 3 – Construction of Building A			5
3.1	Preparation and Approval of Plans and Specifications		5
3.2	Approval of Plans		6
3.3	Commencement of Construction		7
3.4	Cost of Work		9
3.5	Changes		10
3.6	Payment for Leasehold Improvements		10
3.7	Completion		11
3.8	Time for Completion		12
3.9	Notices		13
Article 4 – Original Term			14
4.1	Original Term		14
4.2	Memorandum of Term		14
4.3	Entry for Lessee’s Work		14
4.4	Early Possession		15
Article 5 – Rent			15
5.1	Base Rent Prior to 1994		15
5.2	Base Rent After 1994		18
5.3	Payment		20
5.4	Annual Adjustment		20
5.5	Proration		27

-i-

		Page No.
5.6	Accountant		27
5.7	Parties’ Intent as to Adjustments		27
5.8	Competitive Bids		28
5.9	Reduction in Reserved Rental		28
5.10	Reduction in Taxes		29
Article 6 – Renewal Options			29
6.1	Options		29
6.2	Rent		29
6.3	Limitations		30
Article 7 – Use			30
7.1	Permitted Use		30
7.2	Limitations		30
Article 8 – Alterations and Improvements			31
8.1	Lessee’s Right		31
8.2	Removal		31
8.3	Liens		32
Article 9 – Repair			32
9.1	Lessee’s Obligation		32
9.2	Lessor’s Obligation		33
Article 10 – Abandonment			33
Article 11 – Assignment and Subletting			33
11.1	Lessee’s Right		33
11.2	Subletting or Assignment to Affiliate		33
11.3	Sharing of Profits on Subletting or Assignment		34
11.4	Sale by Lessor		34

-ii-

		Page No.
Article 12 – Indemnification			35
12.1	Indemnity – Lessee		35
12.2	Lessee’s Waiver		35
12.3	Liability Insurance		35
12.4	Indemnity – Lessor		36
Article 13 – Property Insurance			36
13.1	Property Insurance		36
13.2	Subrogation Waiver		36
Article 14 – Services			37
14.1	Lessor’s Obligation – Common Areas		37
14.2	Lessor’s Obligation – Supplies and Services		37
14.3	Limitation on Lessor’s Liability		37
14.4	Special Requirements of Lessee		38
14.5	Special Security – Other Tenants		38
Article 15 – Taxes Payable by Lessee			38
Article 16 – Rules and Regulations			39
Article 17 – Holding Over			40
Article 18 – Entry by Lessor			40
Article 19 – Default			40
19.1	Events of Default		40
19.2	Abandonment – Personal Property		41
19.3	Remedies		41
Article 20 – Lessor’s Right to Perform Lessee’s Obligations			42
Article 21 – Destruction or Damage			42
21.1	Partial Destruction		42

-iii-

		Page No.
21.2	Repair of Lessee’s Property		43
21.3	Repair More Than Two Years		43
21.4	Damage During Final Five Years		44
Article 22 – Eminent Domain			44
Article 23 – Attorneys’ Fees			45
Article 24 – Surrender of Premises			45
Article 25 – Waiver			46
Article 26 – Notices			46
Article 27 – Compliance with Legal Requirements			47
Article 28 – No Light and Air Easement			47
Article 29 – Miscellaneous			47
Article 30 – Quiet Enjoyment			49
Article 31 – Parking and Storage			50
31.1	Parking		50
31.2	Storage		50
Article 32 – Arbitration			51
Article 33 – Exhibits			51

-iv-

LEASE

THIS LEASE, dated                                 , 1979, between BLUE JEANS EQUITIES WEST, a California general partnership, (Lessor), and LEVI STRAUSS & CO., a Delaware corporation, (Lessee),

W I T N E S S E T H:

ARTICLE 1

PREMISES

1.1    Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor, subject to the terms, covenants, agreements and conditions hereinafter set forth, the Premises, as hereinafter defined, located in Building A, as hereinafter defined, to be constructed upon that certain real property located in the City and County of San Francisco, State of California, as more particularly described on Exhibit A attached hereto, and all appurtenances including the right to use in common with others the Exterior Common Areas (as hereinafter defined), to have and to hold unto the Lessee, its successors and permitted assigns for the term of this lease. The real property described on Exhibit A hereto is owned by Lessor subject only to the matters affecting title noted on Exhibit A-1 hereto.

ARTICLE 2

DEFINITIONS

2.1    As used herein, the following words shall have the following meanings:

2.1.1    The word “City” shall mean the City and County of San Francisco.

2.1.2    The words “Levi’s Plaza” shall mean the property described on Exhibit A-3 and shown on the plat attached as Exhibit A-2 hereto and “Park Land” shall mean that portion of Levi’s Plaza designated as Park Land on the attached plat.

2.1.3    The words “Levi’s Embarcadero Two Space” shall mean that space within Two Embarcadero Center included within the definition of “Premises” under (i) that certain lease dated March 23, 1972 between Embarcadero Center as lessor and Levi Strauss & Co. as lessee as

amended by a letter agreement of March 23, 1972, Amendment No. 2 to Office Lease dated February 28, 1974, Amendment No. 3 to Office Lease dated April 21, 1975, and Amendment No. 4 to Office Lease dated July 1, 1977; (ii) that certain retail lease dated September 13, 1974 between Embarcadero Center Associates as lessor and Levi Strauss & Co. as lessee as amended by an addendum to retail lease dated September 13, 1974; and (iii) that certain undated letter agreement identified as REF.: 1100/22/1363 between Embarcadero Center and Levi Strauss & Co. relating to temporary occupancy of storage space A-3, A-Level in Two Embarcadero Center, as such leases and agreements may be further amended after the date hereof (“Levi’s Embarcadero Two Lease”).

2.1.4    The words “Building A” shall mean that certain building to contain approximately 332,128 square feet of Net Usable office space to be constructed at Sansome and Union streets as shown on Exhibit A-2 in accordance with the Approved Plans and Specifications as hereinafter defined.

2.1.5    The word “Premises” shall mean floors one through seven of Building A as such building and floors are shown on the Approved Plans and Specifications hereinafter defined and any other space leased to Lessee expressly under the terms of this lease.

2.1.6    The words “the Building” shall mean Building A.

2.1.7    The words “Net Usable Area” or “Net Usable Square Feet” shall mean:

(a)    as to the entire Building, 332,128 square feet being the aggregate of the Net Usable Area of all floors in the Building except storage and parking areas;

(b)    as to each floor, all areas within outside permanent Building walls, measured to the inside glass surface of outer Building walls, excluding public restrooms, elevator lobbies, janitor, building standard telephone and electrical closets, public stairs, elevator shafts, fire towers, flues, stacks, pipe shafts and vertical ducts, together with the enclosing walls thereof;

(c)    as of the date hereof the Net Usable Area computed in accordance with this paragraph of each floor in the Building as shown in the floor plans for the

-2-

Building dated May 30, 1979 and initialed by the parties is: lobby (first) floor, 49,839 square feet; second floor, 46,051 square feet; third floor, 48,524 square feet; fourth floor, 49,526 square feet; fifth floor, 49,102 square feet; sixth floor, 46,235 square feet; seventh floor, 42,851 square feet.

2.1.8    The words “Interior Common Area” shall mean public corridors and elevator lobbies providing access to tenant space, public restrooms, and public stairs and all other areas within the Building to which the public is or may be given access.

2.1.9    The words “Unavoidable Delays” shall mean delays caused by (i) strikes, boycotts or like obstructive action by employee or labor organizations, (ii) any general lockouts or other defensive action by employers, (iii) govern-mental action or restrictions, (iv) acts of God including extraordinary stormy or inclement weather or (v) enemy action, riot, civil disturbance or commotion, fire, earthquake, unavoidable casualty, (vi) inability to obtain materials or (vii) other causes beyond the control of the party seeking to excuse its delay on account of such cause.

2.1.10    The words “Occupancy Date” shall mean the date determined in accordance with paragraph 3.9(b) upon which the term hereof commences (whether or not Lessee has actually taken possession of the Premises).

2.1.11    The word “Affiliate” means, with respect to either party, any Person which controls or is controlled by such party or which is controlled by the same Person which controls such party and any Person which is a member with such party in the relationship of joint venture, partnership, trust or other form of business association concerning or which in any way affects the subject matter involved. “Person” shall mean and include, natural persons, corporations and associations. As used in this definition the term “control” or grammatical variations thereof means the ownership of stock having the right to exercise more than fifty percent (50%) of the total combined voting power of all classes of stock of the controlled corporation, issued and outstanding and entitled to vote for the election of directors, whether such ownership be direct ownership or indirect ownership through ownership of stock having the right to exercise more than fifty percent (50%) of the total combined voting power of all classes of stock of another corporation.

-3-

2.1.12    The words “Levi’s Embarcadero Center Obligations” shall mean any sum of money which Levi Strauss & Co. may become obligated to pay with respect to periods after the Occupancy Date hereunder under Levi’s Embarcadero Two Lease (as defined in 2.1.3) including, without limitation, rent, any and all monetary obligations to Landlord, expenses of compliance with Tenants’ non-monetary obligations, expenses of reletting, liabilities to third parties as tenant or sublessor of Levi’s Embarcadero Two Space (other than as a result of Lessee’s sole negligence), prorated personal property taxes billed 100% to lessee under Article 17 of said lease on lease-hold improvements not removed by Lessee and any other govern-mental charges or impositions (likewise prorated), but excluding any amounts due or payable by Levi Strauss & Co. with respect to any floor on which Levi Strauss & Co. occupies any space under Levi’s Embarcadero Two Lease.

2.1.13    The words “Construction, Operation and Leasing Agreement” shall mean that certain agreement of even date herewith between Lessor and Lessee governing the construction, operation and leasing of Levi’s Plaza. Such Agreement is incorporated herein by reference and Lessor and Lessee acknowledge that this lease and that agreement are supported by the same consideration.

2.1.14    The words “Exterior Common Areas” shall mean those portions of Levi’s Plaza including the Park Land owned or controlled by Lessor and held for the common use and benefit of the public and all tenants and owners within Levi’s Plaza and Seawall Lots 319 and 320 commencing on the date Lessor acquires ownership or control of said Lots and holds said Lots for the common use and benefit of the public and all tenants and owners within Levi’s Plaza, all as designated and delineated on the plat attached hereto as Exhibit A-2 if and so long as such areas are privately owned or controlled and held for such mutual benefit but excluding any portion thereof devoted to commercial or other revenue producing purposes.

2.1.15    The words “Lessee’s Leasehold Improvements” shall mean and include those physical additions to the Building shown on the plans prepared by Lessee Pursuant to paragraph 3.1(c) (i), (ii) (iii) & (iv) and changes made pursuant to paragraph 3.5 of this lease, which additions and changes are, under the terms hereof, to be paid for by Lessee, together with such alterations and additions

-4-

of like kind constructed and paid for by Lessee pursuant to paragraph 8.1. The words “Lessee’s Furniture and Fixtures” shall mean all other personal property and improvements placed or installed in the Premises by Lessee including furniture, furnishings, carpets, drapes, removable cabinets, light fixtures, communication and telephone equipment and other equipment and facilities and which are not included within the term Lessee’s Leasehold Improvements. The words “Lessee’s Property” shall mean and include all of Lessee’s Leasehold Improvements and Lessee’s Furniture and Fixtures.

2.1.16    The words “working days” or “business days” shall mean all calendar days except Saturdays, Sundays and all other days defined as full holidays by Section 6700, et seq. of the Government Code, as the same may be amended from time to time, or if such section is repealed, by any comparable state and/or federal law. The time in which any act provided herein is to be done is computed by excluding the first day and including the last. Unless a time period is to be measured by working days or business days, such period shall be measured by calendar days except where the last day of such period falls on a non-working day, in which event the time period shall run to the next working day.

ARTICLE 3

CONSTRUCTION OF BUILDING A

3.1    Preparation and Approval of Plans and Specifications.

(a)    Lessor has prepared and submitted to Lessee for its approval design development drawings for Building A, which design development drawings are dated September 1, 1978 and have been initialed by Lessor and Lessee. Lessee has approved such design development drawings subject to certain qualifications and conditions as marked thereon in writing by Howard Friedman and subject further to review of final working drawings, plans and specifications as herein set forth.

(b)    Lessor has prepared and submitted to Lessee for its approval working drawings, plans and specifications in final form for the construction of the shell of Building A, which working drawings, plans and specifications are dated May 30, 1979 and have been approved by Lessee and initialed by Lessor and Lessee.

-5-

(c)    Lessee shall furnish Lessor the following complete descriptive information, space plans or plans and specifications, as the case may be, for leasehold improvements and other work to be accomplished by Lessor in accordance with Lessee’s direction, by the dates listed below:

(i)    On or before July 30, 1979 drawings showing all imbedded items (i.e., conduits, additional pipes, miscellaneous iron items), location of vaults and all necessary detail of any vaults to be located in the basement of the Building; designation of the storage rooms to be utilized by Lessee, and any other details that will affect the construction of the basement and first floor areas of the Building.

(ii)    On or before September 17, 1979 all leasehold improvements which affect the basic structure of the Building, bearing walls and floors including special mechanical requirements relating thereto.

(iii)    On or before October 15, 1979 final space plans showing all leasehold improvements which affect the interior structure including interior partitions, doors, built-in cabinet work, electrical, plumbing and mechanical fixtures.

(iv)    On or before June 16, 1980 working drawings and specifications showing leasehold improvements which relate to interior finishes, including paints, wall coverings, floor coverings, drapes.

3.2    Approval of Plans.

(a)    Lessee shall have the right to approve or disapprove all plans and specifications prepared for the construction of Building A, including without limitation the final working drawings, plans and specifications, any material modifications thereof or supplements thereto, and any shop drawings for material components of the structure, mechanical facilities and equipment. The final working drawings, plans and specifications prepared by Lessor shall be in substantial conformance with the design development drawings approved by Lessee. Lessee may not unreasonably withhold its approval of any plans, drawings or specifications submitted to it in accordance with the foregoing.

-6-

(b)    Wherever Lessee’s approval or consent to any plans or specifications, changes to plans or specifications, shop drawings or other matters requiring Lessee’s approval hereunder is requested by Lessor, Lessee shall react to such request by either an approval or disapproval (specifying the basis for disapproval) within the shortest reasonable time but in no event longer than ten (10) working days after receipt by Lessee of such request which shall contain sufficient information to enable Lessee to make a decision. Failure of Lessee to approve, disapprove or otherwise respond in writing within such period shall be deemed an approval.

(c)    Any approval herein by Lessee of plans and specifications prepared by Lessor shall be non-technical approval of materials and equipment and design, and shall not be deemed to mean approval of structural capacity, adequacy of the design or other technical matters, and shall in no way create any liability to Lessor, Lessor’s contractors or employees or any third parties for any defect in design or materials and shall in no way relieve Lessor of its responsibility for proper and adequate design and construction of the Building or other improvements.

(d)    As soon as Lessor and Lessee have approved the final working drawings, plans and specifications for Building A, both the Lessee and Lessor will affix their signatures to the plans and specifications, and thereupon such plans and specifications shall be deemed incorporated herein, and such plans and specifications shall thereafter be referred to herein as the “Approved Plans and Specifications.” The same procedure shall be followed for the approval of Lessee’s plans and specifications for Lessee’s Leasehold Improvements to be installed and constructed by Lessor’s contractor, and when such plans and specifications shall have been approved by Lessor and Lessee and signed or initialed by them, such plans and specifications shall be included within the term “Approved Plans and Specifications.”

3.3    Commencement of Construction.

(a)    Lessor shall commence construction of Building A in accordance with the then Approved Plans and Specifications within 30 days following the issuance of a Foundation Permit by the City, and shall, subject to Unavoidable Delays, diligently prosecute the same to completion.

-7-

(b)    The Building shall be constructed and completed by Lessor in a good and workmanlike manner in accordance with the Approved Plans and Specifications and all applicable laws, ordinances, rules and regulations.

(c)    Lessor’s construction manager shall be responsible for the supervision of all details of the construction of the Building in accordance with Approved Plans and Specifications. Lessor’s construction manager shall submit to Lessee’s architect periodic progress reports as to the stage of completion of the Building. Such reports may be in the same form as those submitted to Lessor. Lessor’s construction manager shall also give to Lessee’s architect full and complete information concerning the course of construction. The purpose of this provision is not to provide for formal, periodic reports especially prepared for the Lessee, but to indicate that the parties agree that the Lessee’s architect shall be given full and open access to such information as he deems necessary, proper or desirable to the protection of Lessee’s interest in the construction of the Building and the installation of Lessee’s Leasehold Improvements. Lessee’s architect and other authorized agents, inspectors or contractors of Lessee shall be given access to the construction site for the purpose of reviewing and inspecting the construction of Lessee’s Leasehold Improvements. Lessee’s architect or other representative may report any problems, deficiencies, unauthorized changes, and the like to Lessor’s construction manager who shall cause the contractor to correct such matters to the reasonable satisfaction of Lessee’s architect. All change orders, extra work orders, field directions, consents, approvals, waivers and all other matters affecting the Lessee’s Leasehold Improvements shall require the prior written approval of Lessee’s architect, which approval shall not be unreasonably withheld; provided, however, without Lessor’s consent, Lessee’s architect shall not deal directly with any contractor or subcontractor but shall work only through Lessor’s construction manager, or other designated representative of the Lessor. No person other than Lessee’s architect, Howard Friedman, or an officer or agent of Lessee, having Lessee’s written authority to act, shall have the power or authority to bind Lessee on any matter relating to the construction of the Building or the Lessee’s Leasehold Improvements. Any person other than Howard Friedman claiming to have authority to act on behalf of Lessee must give written evidence of his authority to so act, and until such written authority is submitted to Lessor, Lessor shall not act pursuant to the directions of such person.

-8-

(d)    Lessor shall be responsible to Lessee for the construction of Lessee’s Leasehold Improvements and for workmanship and materials performed and used therein. Provided, however, Lessor’s contractual obligations to Lessee hereunder shall be no broader than the contractual obligation of Lessor’s general contractor given to Lessor in connection with the construction of the Building and Lessee’s Leasehold Improvements. Furthermore, after the expiration of Lessor’s warranty herein, Lessor shall assign and deliver to Lessee all manufacturer’s warranties covering facilities and equipment included as a part of the Lessee’s Leasehold Improvements. Nothing herein contained Shall constitute Lessor the agent of Lessee nor create any privity of contract between Lessee and Lessor’s contractors, laborers or materialmen, except to the extent that such privity is created by assignment of manufacturers’ or dealers’ warranties covering equipment and facilities. Lessee shall cooperate with Lessor by promptly delivering to Lessor its punch list of items to be corrected and defects in workmanship or materials, in order that Lessor may promptly cause its contractor to cure Such deficiencies.

3.4    Cost of Work. The entire cost of constructing the Building and other improvements shall be paid by Lessor except to the extent that Lessee is obligated hereunder. Lessee shall be responsible for and pay the cost of the Lessee’s Leasehold Improvements including changes therein made pursuant to paragraph 3.5, other than the cost of items of work that are to be paid for by Lessor in accordance with the Standard Work Letter attached hereto and marked Exhibit B. The Standard Work getter which is attached hereto as Exhibit B is hereby incorporated herein and shall become a part of the lease, and further defines the obligations of Lessor and Lessee with respect to the construction of Building A and the obligations of Lessor and Lessee with respect to Lessee’s Leasehold Improvements.

Immediately upon receipt of the plans and specifications covering various elements of the Lessee’s Leasehold Improvements, Lessor shall prepare a detailed breakdown of costs showing the cost of major items of work required to complete such improvements and designating the sums to be paid by

-9-

Lessor under the terms of the Standard Work Letter, and the amounts to be paid by the Lessee for the balance of the work. Such costs may include reimbursement of Lessor for identifiable direct costs incurred by Lessor in administering the construction of Lessee’s Leasehold Improvements (without indirect costs or profit to Lessor). For this purpose “direct costs” shall include the salaries of Lessor’s personnel employed in Lessor’s field office such as the construction manager while administering the construction of leasehold improvements (together with employee benefits and taxes attributable to such salaries), but shall not include salaries of personnel employed in the home office of Lessor. This breakdown of costs shall be approved by Lessor and Lessee in writing prior to the commencement of construction of such leasehold improvements.

3.5    Changes. Lessor shall not make any material changes in the Approved Plans and Specifications or substitute any materials for those specified without securing the prior written approval of Lessee, which approval shall not be unreasonably withheld. From time to time Lessee may make changes in the Approved Plans and Specifications for the Lessee’s Leasehold Improvements prior to final completion and request that Lessor implement such changes. If Lessee requests a change, Lessor shall notify Lessee in writing of the cost thereof or the saving, as the case may be (as quoted by Lessor’s contractor), and the period this change will delay completion of the work, if any, before executing the change. Lessee shall approve or disapprove the adjustment to the cost and the period of delay, if any, within five (5) working days of the receipt by Lessee of the computations thereof from Lessor. Upon approval by Lessee, Lessor shall cause such changes to be made.

3.6    Payment for Leasehold Improvements. Lessee shall reimburse Lessor monthly for the cost of the Lessee’s Leasehold Improvements that have been completed in the prior month which are, under paragraph 3.4 hereof, to be paid for by Lessee. Such bills shall reflect any retention pending final completion and shall be supported by such detail (invoices, materials bills, and the like) as may reasonably be required by Lessee. All bills submitted by Lessor on or before the 25th day of each month will be payable not later than the 10th day of the following month. No such payments by Lessee shall for any purpose be considered payments to Lessor in lieu of rent.

-10-

3.7    Completion.

(a)    For the purposes hereof, completion of the Work of Improvement as defined below shall mean: (i) substantial completion of The Building other than the completion of Lessee’s Leasehold Improvements in accordance with the Approved Plans and Specifications and the Standard Work Letter including the substantial completion of all interior and exterior construction, painting and cleaning, the removal of all debris, the substantial completion of all construction of sidewalks, walkways, passage ways, corridors and other means of ingress and egress to the Premises; (ii) the substantial completion of all of Lessee’s Leasehold Improvements in accordance with Approved Plans and Specifications except that portion of Lessee’s Leasehold Improvements which cannot be completed because of Lessee’s changes or failure of Lessee to submit plans as required hereunder; (iii) the substantial completion of all Exterior Common Areas within Blocks A, B & D all to the end that Lessee can occupy the Premises and enjoy the Exterior Common Areas and commence normal business without interruption or undue interference by Lessor’s contractors or employees; (iv) the issuance by the City of a Certificate of Occupancy (temporary) for the entire Building; and (v) the completion and leasing of at least 12,500 square feet of commercial space within Levi’s Plaza in accordance with paragraph 3.7(c)(iii) hereof and paragraph 4.2 of the Construction, Operation and Leasing Agreement.

(b)    For the purpose of this paragraph 3.7, paragraph 3.8 and paragraph 3.9 the Exterior Common Areas (as referred to in (c) (ii) below) shall be deemed complete even though:

(i)    the planting and irrigation of the landscaping has not been finally completed due to weather conditions, or

(ii)    during the course of the construction of the Exterior Common Areas an unavoidable physical casualty damages such Exterior Common Areas and despite Lessor’s best efforts causes a delay in completion provided that (i) Lessee has approved in writing Lessor’s schedule for commencement and completion of such Exterior Common Areas and (ii) Lessor is otherwise conforming to such schedule.

-11-

Nothing herein contained shall relieve Lessor of the obligation to complete such Exterior Common Areas at the earliest possible time notwithstanding the commencement of the term of this lease.

(c)    The “Work of Improvement” shall mean: (i) the construction of the Building in accordance with the Approved Plans and Specifications and the Standard Work Letter; (ii) The construction of the Exterior Common Areas in Blocks A, B and D, in accordance with Approved Plans and Specifications therefor, as described in the Construction, Operation and Leasing Agreement; (iii) the construction of the shell of at least 12,500 square feet of commercial space within Levi’s Plaza in accordance with the Construction, Operation and Leasing Agreement, such that the space is ready for the installation of tenant’s improvements.

3.8    Time for Completion.

(a)    Lessor shall use its best efforts to complete the Work of Improvement on or before March 31, 1981, but if Lessor shall be unable to complete the Work of Improvement on or before said date this lease shall not be voidable; provided, however, that (x) if Lessor for any reason other than Unavoidable Delays shall not have completed the Work of Improvement on or before 25 months from the issuance of the Foundation Permit for the Building, or (y) if Lessor for any reason including Unavoidable Delays shall not have completed the Work of Improvement on or before 37 months from the issuance of the Foundation Permit for the Building, then in either such event Lessee, upon ten days’ written notice to Lessor given on or after the 25th month or 37th month, as the case may be, shall have the right to terminate this lease at no further cost and at no liability to Lessee. Should either of such time limits not be met and Lessee thereby has the right to terminate, Lessor may by notice in writing to Lessee, request that Lessee either extend the time limit(s) or terminate this lease. Lessee shall, within 20 days of such request either grant Lessor an extension to a date certain or terminate this lease.

(b)    Notwithstanding the foregoing, Lessee shall have no right to terminate this lease nor shall the Occupancy Date be extended by reason of Lessor’s failure to complete within the time limits herein specified, to the extent that Lessor’s failure is directly attributable to: (i) a delay in

-12-

Lessee’s obligation to submit plans and specifications for Lessee’s work in accordance with the schedule set forth in 3.1(c), (ii) agreed periods of delay occasioned by Lessee’s changes in Approved Plans & Specifications pursuant to 3.5, or (iii) interference with Lessor’s contractors by Lessee’s contractors or employees installing Lessee’s Furniture and Fixtures. In the event of a delay in the performance of Lessor’s obligation which is directly attributable to Lessee’s failure to perform or Lessee’s change orders or interference with Lessor’s contractors as hereinabove set forth the time limits for completion shall be extended for the period of such delay or changes by Lessee and the Occupancy Date shall be accelerated by the period of Lessee’s delay or changes. However, the time period following Lessor’s notice of tender of possession under 3.9(b) shall be extended for that period of time directly attributable to the delay in Lessor’s submission of plans and specifications necessary to the planning and preparation of Lessee’s Leasehold Improvements, or the interference by Lessor or its contractors with Lessee’s installation of Lessee’s Furniture and Fixtures.

3.9    Notices. Lessor shall give Lessee the following notices:

(a)    Lessor shall give Lessee a notice of the estimated date of completion of the Work of Improvement not less than six months prior to such estimated completion date nor more than nine months prior to such estimated date.

(b)    Lessor shall notify Lessee of the date upon which the Work of Improvement was completed or will be completed as defined in paragraph 3.7 above (subject to extensions under 3.8) and accordingly the date upon which possession is or will be tendered to Lessee (which tender date may not be prior to the estimated completion date specified pursuant to subparagraph (a) above). The Occupancy Date and the commencement of the term hereof shall be the date upon which Lessee takes possession of the Premises and commences doing business therein or 15 working days following the date of such notice of tender of possession under this subparagraph 3.9(b), whichever first occurs. Subject only to the provisions of paragraph 3.8(b) hereof relating to delays occasioned by Lessee, the Occupancy Date shall not occur prior to completion of the Work of Improvement as defined in paragraph 3.7(a) hereof.

-13-

(c)    Lessee shall not be obligated to take possession, nor shall the Occupancy Date occur (without Lessee’s written consent) prior to March 31, 1981 unless the Occupancy Date under the Building B Lease (as defined in the Construction, Operation and Leasing Agreement) has likewise occurred by such earlier date.

ARTICLE 4

ORIGINAL TERM

4.1    Original Term. The original term of this Lease shall commence upon the Occupancy Date and shall continue for 20 years thereafter plus, if the Occupancy Date is not the first day of a calendar month, an additional period equal to the number of days from the Occupancy Date to the end of the calendar month in which the original term commences.

4.2    Memorandum of Term. Lessor and Lessee shall execute within 30 days after the Occupancy Date a memorandum of the actual commencement date of the original term hereof and based thereon the computed expiration date of the original term.

4.3    Entry for Lessee’s Work. Lessor shall permit Lessee and its agents to enter the Premises during the course of construction and prior to the Occupancy Date in order that the Lessee may install, through its own contractors, Lessee’s Furniture and Fixtures while Lessor’s contractors are working in the Premises. Lessor shall cooperate with Lessee’s efforts to install Lessee’s Furniture and Fixtures prior to the Occupancy Date to the extent reasonably practicable. Lessee shall use its best efforts to assure that Lessee’s contractors, workmen and mechanics shall work in harmony with and not interfere with the laborers employed by Lessor or Lessor’s mechanics or contractors. Lessor and Lessee shall each be responsible and liable for the acts, defaults and neglects of their agents, contractors, laborers and materialmen, and each shall hold the other harmless and defend the other from and against any liability, cost or expense incurred by the other and occasioned by the act, default or neglect of such con-tractors, laborers, mechanics and materialmen.

-14-

4.4    Early Possession. In the event Lessee shall, with Lessor’s consent, occupy any portion of the Premises prior to completion of the entire Premises and prior to the Occupancy Date, such occupancy shall be at the per square foot rental and subject to all of the provisions of this lease, except to the extent that Lessor and Lessee shall agree upon a reduced rental in consideration of the fact that the Premises are not fully complete. (Unless otherwise agreed, should Lessee take possession of any portion of a floor in the Building, the rent shall be calculated as if Lessee were occupying the entire floor.) Such early possession shall not advance the commencement date or the termination date of this lease. Furthermore, such early possession shall not operate to diminish or affect any right of Lessee to require completion and availability of the entire Premises or diminish or affect any right of Lessee, to the extent provided by the express terms of this lease, to cancel this lease (including the prior occupancy) because of incompletion or unavailability of the entire Premises. Except as otherwise provided in this paragraph or as required by the nature of the prior occupancy, such prior occupancy shall be deemed to be under all of the terms, covenants, conditions and provisions of this lease.

ARTICLE 5

RENT

The rent reserved and payable pursuant to this lease shall be computed in accordance with this Article 5 including without limitation any rental reduction under the provisions of paragraph 5.9 below.

5.1    Base Rent Prior to 1994. The Base Rent for the Premises from the commencement of the term through March 31, 1994 shall be computed as follows:

(a)    The sum of $13.28 per Net Usable Square Foot per year; plus

(b)    $.77 per Net Usable Square Foot per year (if at any time The Parkland is dedicated to The City and The City accepts such dedication, this amount shall be excluded from the computation); plus

(c)    An adjustment to such Base Rent of $14.05 ($13.28 + $.77) to reflect increases or decreases in Direct Expenses as defined in and pursuant to the terms of Levi’s Embarcadero Two Lease since January 1, 1977 which shall be computed in accordance with the following:

(i)    The Direct Expenses (excluding taxes) for the office space only (such Direct Expenses, excluding taxes shall be referred to as “E-2 Operating Expenses”) as of December 31, 1976 under Levi’s Embarcadero Two Lease were $1,893,583 (“E-2 Operating Expense Base – 1976”).

-15-

(ii)    The real estate and personal property tax (excluding property taxes ‘billed 100% to Lessee on leasehold improvements) element of Direct Expense at Embarcadero Two (“E-2 Tax Expense”) for the purpose of this computation shall be the amount of those assessed against Embarcadero Two and included in Direct Expenses under Levi’s Embarcadero Two Lease for the year ending December 31, 1979 (“E-2 Tax Expense Base – 1979”).

(iii)    The Usable Square Foot Conversion Factor is 1.16583 computed by dividing the rentable square feet in Levi’s Embarcadero Two Space by the usable square feet in Levi’s Embarcadero Two Space.

(iv)    The computation of a provisional adjustment of the Base Rent shall be accomplished as follows:

(aa)    Determine the sum of:

(x)    the difference between the E-2 Operating Expenses as of 12/31 of the year preceding the Occupancy Date and the E-2 Operating Expense Base – 1976,

(y)    the difference between the E-2 Tax Expense as of 12/31 of the year preceding the Occupancy Date and the E-2 Tax Expense Base 1979;

(bb)    Multiply the sum determined under (aa) above by Levi’s Percentage Share of Direct Expenses under Levi’s Embarcadero Two Lease as of 12/31 of the year preceding the Occupancy Date.

-16-

(cc)    Divide the result obtained under (bb) above by the number of rentable square feet used by Embarcadero Two in (bb) above to compute Levi’s Percentage Share of Direct Expenses.

(dd)    Multiply the quotient obtained under (cc) above by the Usable Square-Feet conversion Factor and add to or subtract from the result obtained the Base Rent of $14.05.

(v)    The provisional Base Rent will be paid commencing with the Occupancy Date. However, if the Occupancy Date occurs prior to the time when Embarcadero Two Direct Expenses for the period ending 12/31 of the year prior to the Occupancy Date are known (i.e.: during. the first quarter of 1981), the figures for the year earlier shall be used until the Embarcadero Two figures are submitted, at which point a retroactive adjustment in the provisional Base Rent shall be made. As soon as the necessary information is available a retroactive adjustment in the Base Rent shall likewise be made for the period between the Occupancy Date and the end of the calendar year in which the Occupancy Date occurs, based upon the increases or decreases in Direct Expenses for the calendar year in which the Occupancy Date occurs and such rate shall be paid through the date upon which the rate is further adjusted pursuant to subparagraph (vi) below.

(vi)    As soon as the necessary information is available the provisional Base Rent shall be finally adjusted using the same computation as expressed in (iv) above but carrying the Direct Expense computation through 12/31 of the Base Year under this lease. Such rate shall be retroactive to January 1 of the Base Year hereunder and shall be the Base Rent thereafter. The Base Year under this lease shall be the first full calendar year (commencing January 1 and ending December 31) after the Occupancy Date.

(vii)    For the purpose of the foregoing computation, any increase in the taxes imposed on Embarcadero Two after the fiscal year end 1979 by reason of any act, occurrence or event which occasions a reappraisal under Section 2(a) of Article XIIIA of the California Constitution and laws and regulations thereunder shall be disregarded and such taxes shall be computed as if no such act, occurrence or event had taken place.

-17-

(viii)    An example of the computations contemplated by this paragraph 5.1(c) is set forth in an Exhibit C hereto.

5.2    Base Rent After 1994. As of April 1, 1994 (the “adjustment date”), the Base Rent shall be computed as follows:

(a)    For the purposes of this paragraph, the following definitions shall apply:

(i)    The words “Market Rate” shall mean the average fair market rental for office space in Embarcadero Center Buildings One, Two, Three and Four as of the adjustment date hereunder. In determining such fair market rental the parties (or the arbitrator if arbitration becomes necessary) shall exclude from consideration (x) rents chargeable to tenants who lease less than two full floors in a building (or a number of square feet equivalent to two full floors) (y) any special allowances made or premiums paid for leasehold improvements. The Market Rate shall be calculated per Net Usable Square Foot for full service leases without escalation (except for taxes and operating expenses) more often than every ten years. If any lease in Embarcadero Center Buldings One, Two, Three or Four is written on a basis different from the foregoing, such lease shall be disregarded or an appropriate adjustment of the rental charged there-under shall be made for purposes of calculating the Market Rate. Lessor and Lessee shall, not less than six months nor more than nine months prior to the adjustment date, meet and confer for the purpose of attempting to make an agreement as to such Market Rate (each employing such experts as it shall deem necessary). Further, Lessor and Lessee shall each give the other full access to information concerning rents and leases at Embarcadero Center that it has. If within 30 days prior to the adjustment date the parties are unable to agree, either Lessor or Lessee may submit the issue to arbitration. The submission shall be accomplished by notice in writing to the other which notice shall name the arbitrator selected by the party demanding arbitration. Within 20 working days thereafter the other party shall select its arbitrator and notify the other party in

-18-

writing of its choice. Thereupon the two arbitrators so selected shall within 20 working days select a third arbitrator (unless within such 20 day period the two arbitrators have agreed upon the Market Rate in accordance with the foregoing criteria). The third arbitrator shall act as an umpire between the arbitrators selected by Lessor and Lessee. If the two arbitrators selected by the parties have agreed upon the Market Rate prior to the selection of the third arbitrator their decision shall be final and binding. Following the appointment of the third arbitrator his decision, made in concert with one or both of the other arbitrators, or individually, if unable to agree with either of them, shall be final and binding. The determination of the Market Rate shall be signed by Lessor and Lessee and shall be final and binding. The entire cost of the arbitration shall be borne equally by Lessor and Lessee.

(ii)    The words “Adjusted Market Rate” shall mean 95% of the Market Rate.

(b)    As of the adjustment date, the Base Rent hereunder shall be adjusted as follows:

(i)    If the Adjusted Market Rate is less than the Adjusted Base Rent (as defined in Section 5.4) as of January 1, after giving effect to the adjustment due for the next preceding Tax Year and Lease Year for Operating Expenses and any limitation pursuant to paragraph 5.4.12(h) then the Adjusted Market Rate shall be the Base Rent thereafter whether the Market Rate is greater or less than the Adjusted Base Rent.

(ii)    If the Adjusted Market Rate is in excess of the Adjusted Base Rent then being paid (as adjusted pursuant to (i) above), such Adjusted Base Rent will be increased by: (x) an amount equal to 15% of such Adjusted Base Rent (but not in excess of the Market Rate) + (y) 50% of the amount by which the Market Rate exceeds 115% of such Adjusted Base Rent. As so increased, the Adjusted Base Rent shall be the Base Rent thereafter.

-19-

(c)    Examples: the following are examples of the above computations.

(i)    If the Adjusted Base Rent then being paid is $20.00 per square foot after giving effect to the adjustment due for the next preceding Tax Year and Lease Year for Operating Expenses and any limitation pursuant to paragraph 5.4.12(h) and the Adjusted Market Rate is $15.00 per square foot, the new Base Rent will be $15.00 per square foot because the Adjusted Market Rate is less than the Adjusted Base Rent.

(ii)    If the Adjusted Base Rent then being paid is $20.00 per square foot, the Market Rate is $21.00 per square foot, but the Adjusted Market Rate is $19.95 per square foot, the new Base Rent will be $19.95 per square foot because even though the Market Rate is greater than the Adjusted Base Rent, the Adjusted Market Rate is less than the Adjusted Base Rent.

(iii)    If the Adjusted Base Rent then being paid is $20.00 per square foot and the Market Rate is $25.00 per square foot, the new Base Rent would be $24.00 per square foot ($20 x 115% = $23 plus 50% x [$25 minus $23] = $24).

5.3    Payment. Lessee agrees to pay, without deduction or offset, the applicable rent payable hereunder for the Premises to Lessor in advance in equal monthly installments on or before the first day of the first full calendar month of the original term hereof and on or before the first day of each and every successive calendar month thereafter during the original term hereof or any extension thereof. In the event the original term of this lease commences on a day other than the first day of a calendar month, then the installment of Base Rent for such first fractional month shall be proportionately reduced and paid on or prior to the Occupancy Date. Rent shall be paid to Lessor in lawful money of the United States of America at 411 Borel Avenue, Suite 600, San Mateo, California, 94402, or to such other person or at such other place as Lessor may from time to time designate in writing.

5.4    Annual Adjustment. The Base Rent payable hereunder shall be adjusted throughout the original term of this lease and any extension thereof in accordance with the terms of this paragraph and the Base Rent with such adjustment shall be referred to in this Lease as the “Adjusted Base Rent.”

-20-

5.4.1    The words “Lessee’s Percentage” shall mean:

(a)    As to Taxes, 93.4%. (Based on Lessor’s total cost of the office space in relation to the total cost of the Building including storage and parking);

(b)    As to Operating Expenses, 100% which is the ratio of the aggregate of the Net Usable Area of the Premises to the Net Usable Area of the Building (which Net Usable Area excludes storage and parking areas).

5.4.2    The word “Taxes” shall mean the real estate taxes, assessments and special assessments (other than water charges, sewer rents or parking taxes or gross receipts tax on parking revenue) imposed upon the Building and the land described on Exhibit A hereto by any governmental bodies or authorities including, by way of illustration and not by way of limitation, real and personal property taxes payable by Landlord or any tax (other than a tax related to net income or profits) levied wholly or partially in lieu of real or personal property taxes. The amount of Taxes attributable to any of the Lessee’s Property payment for which is due from Lessee pursuant to Article 15 or from any other tenant for such tenant’s improvements or personal property shall not be included in determining Taxes. Taxes shall also include 40.81% of Taxes levied and assessed on the Exterior Common Areas. Such percentage represents Building A’s allocable share of such Exterior Common Areas.

5.4.3    The words “Tax Year” shall mean the calendar year commencing January 1, of each year in which occurs any part of the term of this lease following a Base Tax Year.

5.4.4    The words “Base Tax Year” shall mean the first full calendar year following the Occupancy Date of this lease, provided, because of the adjustment in 1994 the Base Tax Year after such adjustment shall mean the period of 12 months commencing January 1, 1993 and provided further, following any further adjustment of the Base Rent on a renewal of this lease or otherwise wherein the rent is adjusted pursuant to the procedure set forth in 5.2, the Base Tax Year shall be the calendar year preceding the calendar year in which such adjustment occurs.

-21-

5.4.5    For each Tax Year, beginning with the Tax Year following the Base Tax Year, the Base Rent specified herein shall be increased or decreased by an amount equal to Lessee’s Percentage of the increase or decrease, as the case may be, in Taxes over or under the Taxes due and payable with respect to the Base Tax Year. If during the Base Tax Year the assessed value of the land and Building shall be lower than it otherwise would be due to the fact that any part of the Building is not occupied or is not completed, said Taxes payable or paid shall be deemed to be the amount calculated as though such assessed valuation had not been so lower.

5.4.6    Within 120 days following the termination of each Tax Year (hereinafter referred to as the “preceding Tax Year”), Lessor shall deliver to Lessee a statement which shall show the Taxes payable during the Base Tax Year and shall show the Taxes for the preceding Tax Year together with a calculation of the Lessee’s Percentage of any difference. Within 30 days following the delivery of such statement, Lessee shall pay to Lessor as additional rent an amount equal to the rental adjustment so computed for the preceding Tax Year and for the current Tax Year to the date of said statement prorated on the basis of Taxes for the preceding Tax Year. Subsequent to the date of such statement Lessee shall pay with each monthly installment of annual base rental one-twelfth (1/12) of the adjustment for Taxes as submitted by Lessor and due from Lessee to Lessor for the preceding Tax Year. Any over payment or under payment by Lessee for any Tax Year shall be adjusted when Lessor furnishes Tenant with a comparative statement for such Tax Year. Such adjustment shall be made by payment within 30 days of the balance of any under payment for such year by Lessee to Lessor, or by prompt payment by Lessor to Lessee of the balance of any over payment for such Tax Year or, at Lessee’s election, by applying such over payment by Lessee as a credit to succeeding monthly installments of rent.

5.4.7    The words “Operating Expenses” shall mean all direct costs of administration, operation and maintenance of the office space (including Interior Common Areas but excluding parking and storage areas) within the Building, determined in accordance with generally accepted accounting principles consistently applied, and shall include the following by way of illustration but not limitation: insurance, the cost of labor, materials, and services for the operation and maintenance of the Building, including but not limited to, water and sewer charges, garbage and waste disposal, license, permit and inspection fees, heat, light, power and other utilities, air conditioning and ventilation,

-22-

normal repairs, elevator and plumbing service, janitorial and cleaning service, maintenance contracts, watchmen, guards and personnel engaged in administration, operation and maintenance of the Building, together with payroll taxes and employee benefits applicable thereto, depreciation of office furniture and office equipment owned and used by Lessor in the operation of the Building, and supplies, materials and hand tools, all accrued and based on a calendar year type of operation, but excluding tenants’ alterations, painting of the premises of any lessee in the Building, depreciation on the Building and all equipment therein (other than such office furniture and office equipment), costs of a capital nature, finders fees, real estate agents’ commissions, interest, executive salaries, any amount separately paid or payable by Lessee under paragraphs 13.1 or 14.4 hereof or payments by any other tenant of a similar nature on account of such Operating Expenses. Such Operating Expenses shall also include 40.81% of the costs of operating, maintaining and repairing the Exterior Common Areas. Such percentage represents Building A’s allocable share of the Exterior Common Areas.

5.4.8    The words “Base Year for Operating Expenses” shall mean the first full calendar year commencing on January 1 following the Occupancy Date, and the words “Base Year Operating Expenses” shall mean the Operating Expenses, as herein defined, incurred in respect of the Base Year for Operating Expenses. Provided, because of the adjustment in 1994, the Base Year for Operating Expenses after such adjustment shall be the 12-month period commencing January 1, 1993 and provided further, following any further adjustment of the Base Rent on a renewal of this lease or otherwise wherein the rent is adjusted pursuant to the procedure set forth in paragraph 5.2, the Base Year for Operating Expenses shall be the calendar year preceding the calendar year in which such adjustment occurs.

5.4.9    The words “Lease Year for Operating Expenses” shall mean each 12-month period subsequent to a Base Year for Operating Expenses in which occurs any part of the term of this lease, and the words “Lease Year Operating Expenses” shall mean the Operating Expenses, as herein defined, incurred in respect of any Lease Year for Operating Expenses.

-23-

5.4.10    Annually, within 120 days after the expiration of each Lease Year for Operating Expenses, Lessor shall deliver to Lessee a comparative statement setting forth the Base Year Operating Expenses and the Lease Year Operating Expenses for the preceding Lease Year for Operating Expenses, together with a calculation of the Lessee’s percentage of any increase or decrease in the Operating Expenses over the Base Year for Operating Expenses. If such statement shows an increase in operating expenses over the Base Year for Operating Expenses, Lessee shall, within 30 days after receipt of such statement, pay to Lessor an amount equal to Lessee’s Percentage of such increase for the preceding Lease Year for Operating Expenses, and for the period of the current Lease Year for Operating Expenses to the date of said statement. As of the date of each such statement the monthly installments of annual rental due hereunder shall be increased (if there is an increase in Operating Expenses over the Base Year Operating Expenses) on account of Operating Expenses for the ensuing calendar months to the date of the next such statement by an amount equal to one-twelfth (1/12) of the amount payable to Lessor as additional rent for the preceding Lease Year for Operating Expenses pursuant to any such statement; provided, however, that if Lessor reasonably estimates that the cost of janitorial services and/or utilities provided to the Premises for the current Lease Year for Operating Expenses shall increase by more than 20% over the cost of providing the same for the preceding Lease Year for Operating Expenses, then Lessor may add one-twelfth (1/12) of such estimated increase to the monthly installments of rent for the ensuing calendar months to the date of the next such statement. Any overpayment or underpayment by Lessee for any Lease Year for Operating Expenses shall be adjusted when Lessor furnishes Lessee with a comparative statement for such Lease Year for Operating Expenses, such adjustment to be made by payment within 30 days of the balance of any underpayment for such year by Lessee to Lessor, or by the prompt payment by Lessor to Lessee of the balance of any overpayment for such Lease Year for Operating Expenses or, at Lessee’s election, by applying such overpayment by Lessee as a credit for succeeding monthly installments of rent.

-24-

5.4.11    Lessor agrees that during the term of this lease the Building shall be run as a first class office building and in a reasonable and prudent manner, and that during the Base Year for Operating Expenses all costs and expenses (including salaries and wages) includable in the Base Year Operating Expenses will be included at costs not less than the generally prevailing costs which would then be paid or incurred therefor by a reasonably prudent operator of a comparable first class office building (adjusted to at least 95% of occupancy) and that during each Lease Year for Operating Expenses all costs and expenses (including salaries and wages) includable in Lease Year Operating Expenses will be included at costs not in excess of those which would then be paid or incurred therefor by such operator.

5.4.12    Notwithstanding the foregoing, the aggregate escalation from December 31 of the Base Year hereunder through but not beyond March 31, 1994 shall be limited to the cumulative escalation payable for taxes and operating expenses per rentable square foot in Levi’s Embarcadero Two space from the Base Year hereunder through March 31, 1994 times the “gross square feet” (which is agreed to be 341,281 square feet) in Building A. Such limitation shall be computed as follows:

(a)    Determine the E-2 Operating Expenses (as defined in paragraph 5.1(c)(i)) as of December 31 of the Base Year under this lease (E-2 Operating Expense Base).

(b)    Determine the E-2 Tax Expense (as defined in paragraph 5.1(c)(ii)) as of December 31 of the Base Year under this lease (E-2 Tax Expense Base).

(c)    Determine the amount which would be payable each year and for the period January 1, 1994 through March 31, 1994 on Levi’s Embarcadero Two Space on account of escalation in E-2 Operating Expenses and E-2 Tax Expense above the E-2 Operating Expense and E-2 Tax Expense Base respectively as defined above. (Such amounts shall be calculated as if Lessee were occupying such space and shall be determined annually by multiplying such escalation by Levi’s Percentage Share of Direct Expenses). Determine the sum of escalation which would be payable for all years through March 31, 1994.

For the purposes of the foregoing computation the escalation experienced at Two Embarcadero Center for calendar year 1984 shall be included as escalation hereunder even though under the terms of that lease such escalation would be absorbed in a new Base Year and not charged to the lessee under that lease.

-25-

(d)    Divide the sum of the escalation determined under (c) above by the number of rentable square feet used to determine Lessee’s Percentage Share of Direct Expenses (see 5.1(c)(iv)(cc)).

(e)    Multiply the quotient derived in (d) above by the number of gross square feet, 341,281, in Building A. An example of the computation under this paragraph 5.4.12 is forth on Exhibit C-1.

(f)    The result obtained by the multiplication carried out in accordance with (e) above shall be the maximum amount chargeable by Lessor under this paragraph 5.4 for aggregate escalation in Taxes and Operating Expenses from December 31 of the Base Year under this lease through March 31, 1994; provided, however, if taxes at Embarcadero Two are increased after the Base Year hereunder by reason of an act, occurrence or event which occasions a reappraisal under Section 2(a) of Article XIII A of the California Constitution and the laws and regulations thereunder, the maximum allowable escalation for Taxes and Operating Expenses shall not be the sum of the results obtained by the multiplication under (e) above. In such event the maximum escalation for Taxes shall be the escalation in E-2 Tax Expense per rentable square feet at Embarcadero Two times the gross square feet in Building A, and the maximum escalation for Operating Expenses shall be the escalation in E-2 Operating Expenses per rentable square foot at Embarcadero Two times the number of gross square feet in Building A.

(g)    All escalation in Taxes and Operating Expenses shall be paid as charged in accordance with this lease; provided, however, any escalation charged and paid hereunder in excess of such limits shall be recovered as a credit against rent due commencing April 1, 1994 under this lease. Such credit shall be prorated equally over the rent due during the balance of the initial term.

-26-

(h)    For the sole purpose of determining the amount of “Adjusted Base Rent” under paragraph 5.2(b) the limitation shall be computed for the calendar year ending December 31, 1993 and the Adjusted Base Rent under 5.2(b) shall be reduced by the amount by which the Adjusted Base Rent then being charged exceeds such limitation.

(i)    If there is a significant change in the manner in which Direct Expenses are charged to the lessee under Levi’s Embarcadero Two Lease, Lessor and Lessee shall endeavor to adjust such difference in order to carry out the intent of this paragraph that escalation hereunder shall be no greater per gross square foot than that chargeable under Levi’s Embarcadero Two Lease.

5.4.13    The failure of Lessor to submit a statement required under paragraph 5.4.6 or 5.4.10 within the time limits therein specified shall not be deemed a waiver of its right to collect the additional rent. Lessor shall, however, following the expiration of such time limits submit a statement within 15 working days after a written request therefor by Lessee.

5.5    Proration. If, for any reason, this lease shall terminate on a day other than the last day of a calendar year, the rental adjustment payable by Lessee under paragraph 5.4 applicable to the calendar year in which such termination shall occur shall be prorated on the basis which the number of days from the commencement of said calendar year to and including such termination date bears to 365.

5.6    Accountant. The annual determination of Taxes and Operating Expenses and the Lessee’s Percentages Share thereof shall be made in accordance with generally accepted accounting principles and will be audited annually by such independent certified public accountant or accountants as may from time to time be designated by Lessor and approved in writing by Lessee (which approval shall not be unreasonably withheld) and a copy thereof made available to Lessee.

5.7    Parties’ Intent as to Adjustments. The language in paragraph 5.4 hereof providing for annual adjustments in rent contemplates that Operating Expenses in said Base Years will reflect normal administration, operation and maintenance of the Building. The parties further recognize, however, that such may not be the case, but that expenses may be distorted owing to various

-27-

circumstances and conditions, including for example, increased maintenance expenses resulting from continued construction operations in parts of the Building and decreased maintenance expenses resulting from work accomplished under a contractor’s warranty, as, for example, the manufacturer’s maintenance warranty for the elevators. Accordingly, the parties agree that appropriate consideration be given to such factors in arriving at said adjustments so that said Base Year for Operating Expenses will reflect such normal administration, operation and maintenance. Consistent with the expression of intent set forth in this subparagraph 5.7, the parties agree that it may be appropriate to arrive at said adjustments initially on an estimated basis, which will be subject to subsequent revision as normal expenses of administration, operation and maintenance become known, and appropriate payments or credits made.

5.8    Competitive Bids. If in any year Lessee, within 45 days after Lessor shall furnish it with a statement under 5.4.10, shall so request in writing, Lessor agrees that it will not enter into any contract for furnishing during the next succeeding Lease Year for Operating Expenses, janitorial or window-washing services to the Building or supplies for the normal operation of the Building without first obtaining competitive bids therefor. In such event, Lessor agrees to award the con-tract in question to the lowest responsible bidder (in the reasonable judgment of Lessor), provided, however, that Lessor in its discretion may award such contract to a person other than such lowest responsible bidder if during the period covered by such contract Operating Expenses shall be computed as if the contract had been awarded to such lowest responsible bidder.

5.9    Reduction in Reserved Rental. The Adjusted Base Rent reserved pursuant to this Article 5, shall be reduced, dollar for dollar, by the amount of any of Levi’s Embarcadero Center Obligations paid by Lessee and any and all such payments by Lessee shall be considered as payments of rent hereunder for any and all purposes hereof. Any such payments that are made in excess of the Adjusted Base Rent then due shall be considered prepayments of future rent during the balance of the term hereof and for any period beyond the original term hereof Lessee may extend this lease for less than the minimum renewal term for the sole purpose of exhausting such prepaid rent credit notwithstanding the minimum renewal term specified in Article 6.

-28-

5.10    Reduction in Taxes. If in any year after any Base Tax Year there is a reduction in ad valorem real property taxes payable with respect to the Building (or any taxes owed in lieu of such taxes) below those payable in such Base Tax Year, the Base Rent computed as of such Base Tax Year shall be reduced by Lessee’s Percentage (as defined in 5.4.1(a)) of the actual dollar amount of such decrease.

ARTICLE 6

RENEWAL OPTIONS

6.1    Options. Lessee shall have options to extend the term of this lease as herein set forth provided such term may not extend beyond December 31, 2079. The first two options shall each be for additional ten year terms and subsequent options shall be for terms designated by Lessee of not less than 10 years nor more than fifteen years after the expiration of the preceding extended term, with rental adjustment as next hereinafter provided, but otherwise upon all the terms, covenants, agreements and conditions herein contained. Each option shall be exercisable upon written notice from Lessee to Lessor not less than 12 months prior to the expiration of the original or any extended term of this lease, as the case may be, and as to options exercised after the first two options, Lessee shall in such notice specify the length of the renewal term.

6.2    Rent.

(a)    During the first renewal period and until January 1, 2004 the rent reserved shall be the Base Rent as of the expiration of the initial term and the Base Years for Taxes and Operating Expenses shall remain 1993.

(b)    During the first renewal period the rent shall be adjusted as of January 1, 2004 in accordance with the formula and procedures set forth in paragraph 5.2 above (except that the adjustment date shall be January 1, 2004). The Base Years for Taxes and Operating Expenses shall be the calendar year beginning January 1, 2003.

-29-

(c)    During the second renewal period the rent reserved shall be the Base Rent as of the expiration of the first renewal term and the Base Years for Taxes and Operating Expenses shall remain 2003.

(d)    For subsequent renewal periods the rental reserved shall be calculated as of the beginning of the renewal term in accordance with the formula and procedures set forth in paragraph 5.2 above (except that the adjustment date shall be the first day of the renewal term) and the Base Years for Taxes and Operating Expenses shall be the Base Years ending during or at the expiration of the preceding term.

6.3    Limitations. Nothing in this lease contained shall be deemed to grant Lessee any right whatsoever, and Lessee shall have no right, to extend or renew the term of this lease for a period beyond the last day of the calendar year 2079.

ARTICLE 7

USE

7.1    Permitted Use. The Premises shall be used for general office purposes, employee services (including a cafeteria) and other similar purposes germane to Lessee’s business. Notwithstanding the foregoing, Lessee shall also have the right to use a portion of the Premises as a retail store for the sale of its goods and related goods, wares and merchandise, but that portion of the Premises so used shall, for all purposes hereof, be considered a part of the Net Usable Area notwithstanding the fact that such portion is used for other than office purposes. This right of commercial use shall be personal to Levi Strauss & Co., or its Affiliates, or any other assignee permitted by the provisions of paragraph 11.2, and may not be assigned or sublet to any other person, firm or corporation.

7.2    Limitations. Lessee shall not do or permit to be done in or about the Premises, nor bring or keep or permit to be brought or kept therein, anything which is prohibited by or will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated, or which is prohibited by the standard form of fire insurance policy or will in any way increase the existing rate of or affect any fire or other insurance upon the

-30-

Building or any of its contents, or cause a cancellation of any insurance policy covering the Building or any part thereof or any of its contents. Lessee shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants if any of the Building (provided such other tenant’s rights are not in conflict with Lessee’s rights, in which event it shall be Lessor’s obligation to promptly remove such conflict), or injure them, or use or allow the Premises to be used for any improper, immoral, or unlawful purpose, nor shall Lessee cause, maintain or permit any nuisance in, on or about the Premises or commit or suffer to be committed any waste in or upon the Premises.

ARTICLE 8

ALTERATIONS AND IMPROVEMENTS

8.1    Lessee’s Right. Lessee shall have the right at any time, and from time to time at Lessee’s sole cost and expense, to remodel, redecorate and make such alterations in and to the Premises as may, in the sole judgment of Lessee, be necessary or proper to the continued use of the Premises by Lessee, provided, however, that Lessee shall give Lessor written notice not less than 10 days in advance of any remodeling of or alterations to the Premises costing in the aggregate in excess of $45,000. Any remodeling or alterations costing more than $45,000 shall be made only by a contractor or person approved in writing by Lessor, which approval shall not be unreasonably withheld. Lessee shall not, however, without the prior written consent of Lessor, which consent shall not be unreasonably withheld, make any alterations to the Premises which (a) affect the structure or the electrical, HVAC, or plumbing systems of the Building; (b) are visible from the exterior of the Building; or (c) lessen the fair market value of the Building. Lessee shall obtain all permits required by any governmental entity having jurisdiction prior to the commencement of any such work.

8.2    Removal. All alterations, additions, fixtures and improvements, whether temporary or permanent in character, made in or upon the Premises either by Lessee or Lessor, except Lessee’s Furniture and Fixtures, shall be Lessor’s property and, at the end of the original or extended term hereof, shall remain on the Premises without compensation to Lessee. However, during or at the

-31-

expiration of the original or any extended term hereof, Lessee may, and upon termination of this lease if so requested in writing by Lessor shall, remove from the Premises any and all Lessee’s Furniture and Fixtures, installed at the expense of Lessee, provided, however, that Lessee shall repair all damage occasioned by the removal thereof. Any of Lessee’s Furniture and Fixtures not so removed shall, at the option of the Lessor, become the property of Lessor.

8.3    Liens. Lessee shall keep the Premises, the Building and the land upon which the Building is situated, free from any liens arising out of any work performed, materials furnished or obligations incurred by Lessee. Lessor shall have the right to post and keep posted on the Premises any notices that may be provided by law or which Lessor may deem to be proper for the protection of Lessor, the Premises, the Building and said land from such liens.

ARTICLE 9

REPAIR

9.1    Lessee’s Obligation. Except as to latent defects as to which Lessor is responsible under paragraph 3.3(d) hereof and other matters which Lessee specifies in writing to Lessor prior to entry hereunder, by entry hereunder Lessee accepts the Premises as being in good and sanitary order, condition and repair. Lessee shall, at all times during the original and ex-tended term hereof and at Lessee’s sole cost and expense, keep Lessee’s Leasehold Improvements and every part thereof in good condition and make all repairs thereto and all repairs to the Premises caused by Lessee’s negligence. However, Lessee shall have no obligation as to casualties (other than under paragraph 21.2 hereof) or other repairs which are Lessor’s obligation. Subject to the provisions of Article 8 hereof, Lessee shall at the end of the original or extended term hereof surrender to Lessor the Premises and all alterations, additions and improvements thereto in the same condition as when received, ordinary wear and tear and damage by fire, earthquake, act of God or the elements excepted. Lessee hereby expressly waives all rights to make repairs at the expense of the landlord as provided for in Sections 1941 and 1942 of the Civil Code of the State of California, or any subsequent amendment thereof or any other statute or law which may hereafter be passed by the State of California during the term of this lease authorizing the tenant to make repairs at the expense of the landlord.

-32-

9.2    Lessor’s Obligation. Lessor shall, at its expense, keep the Premises and the Building in good order and repair, including without limitation the plumbing, hardware, wiring and other equipment, air conditioning, gas and electricity service, except the repairs which are the responsibility of Lessee under paragraph 9.1 above, or repairs made necessary by reason of the construction or installation of Lessee’s Property. Lessor has no obligation, and has made no promise, to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, except as specified herein; no representations respecting the condition of the Premises or the Building have been made by Lessor to Lessee, except as specifically herein set forth.

ARTICLE 10

ABANDONMENT

Lessee shall not abandon the Premises at any time during the original or any extended term hereof.

ARTICLE 11

ASSIGNMENT AND SUBLETTING

11.1    Lessee’s Right. Lessee may assign this lease or an interest herein and may also sublet the whole or a part of the Premises, provided the written consent of Lessor to any such assignment or subletting is first obtained by Lessee. If, during the original or any extended term hereof, Lessee requests the written consent of Lessor to any such assignment or subletting, Lessor’s consent thereto shall not unreasonably be withheld. A consent to one assignment or subletting shall not be deemed to be a consent to any subsequent assignment or subletting, and any such subsequent assignment or subletting without Lessor’s con-sent shall be void and shall, at Lessor’s option, terminate this lease. This lease shall not, nor shall any interest therein, be assignable as to the interest of Lessee by operation of law.

11.2    Subletting or Assignment to Affiliate. Lessee shall have the right to sublet the whole or any part of the Premises to an Affiliate without the consent of Lessor. Lessee shall have the right to assign this lease without the consent of Lessor to any corporation acquiring all of Lessee’s assets

-33-

business in connection with a corporate reorganization, including a merger or consolidation to which Lessee is a party, or to any corporation purchasing all or substantially all Of the business and assets of Lessee, or to a corporation purchasing all or substantially all of the stock of Lessee, provided that in each such instance such successor corporation shall execute and deliver to Lessor an instrument in writing in form and substance satisfactory to Lessor assuming all of the obligations and liabilities imposed upon Lessee herein or arising hereunder and provided further that the successor shall have a net worth at least equal to the net worth of Lessee immediately prior to the merger, acquisition, etc.

11.3    Sharing of Profits on Subletting and Assignment. If Lessee sublets any portion of the Premises or assigns this lease (except as permitted in either case by paragraph 11.2), Lessor and Lessee shall share the net profits, if any, calculated as follows. “Net profits” on subleases shall be deter-mined annually on an aggregate basis for all subleases of the Premises (except those permitted by paragraph 11.2) in accordance with generally accepted accounting principles. Net profits on an assignment (except as permitted by paragraph 11.2) shall be determined in accordance with generally accepted accounting principles. Lessee shall pay Lessor 25% of the net profits so determined (i) on subletting, either monthly or annually at the option of Lessee, and (ii) on an assignment, as received by Lessee. If Lessee pays such share monthly, the amount thereof shall be subject to annual adjustment. Nothing herein contained shall abrogate the requirement of Lessor’s consent to an assignment of this lease or any interest therein or subletting of the whole or any part of the Premises as set forth in paragraph 11.1.

11.4    Sale by Lessor. In the event of a sale or other conveyance by Lessor of the Building, the same shall operate to release Lessor from any liability accruing after the date of such sale or conveyance upon any of the covenants or conditions, expressed or implied, herein contained in favor of Lessee, and in such event Lessee agrees to look solely to the responsibility of the successor in interest of Lessor as to any such obligations accruing after the date of such sale or conveyance and the acceptance of such conveyance shall constitute an assumption by the successor of all of Lessor’s obligations hereunder. Following such sale or conveyance Lessee agrees to attorn to any such successor in interest of Lessor.

-34-

ARTICLE 12

INDEMNIFICATION

12.1    Indemnity – Lessee. Lessee agrees that Lessor shall not at any time or to any extent whatsoever be liable, responsible, or in anywise accountable for any loss, injury, death or damage to persons or property which at any time may be suffered or sustained by Lessee or by any person whosoever may at any time be using or occupying or visiting the Premises or be in, on or about the same, whether such loss, injury, death or damage shall be caused by or in anywise result from or arise out of any act, omission, or negligence of Lessee or of any occupant, tenant, visitor or user of any portion of the Premises, or which shall result from or be caused by any other matter or thing whether of the same kind as or of a different kind than the matters or things above set forth, except those arising by reason of the negligence or willful act of Lessor, its agents, contractors or employees, and Lessee shall forever indemnify, defend, hold and save Lessor free and harmless of, from and against any and all claims, liability, loss or damage whatsoever on account of any such loss, injury, death or damage, except those arising by reason of the negligence or willful act of Lessor, its agents, contractors or employees (except to the extent that Lessor’s negligence is insured by the policies required to be carried by Lessee under paragraph 12.3 hereof).

12.2    Lessee’s Waiver. Lessee hereby waives all claims against Lessor for damages to the property of Lessee in, upon or about the Premises, and for injuries to persons or property in or about the Premises, from any cause arising at any time, except those arising by reason of the negligence or willful act of Lessor, its agents or employees.

12.3    Liability Insurance. Lessee shall at all times during the term hereof and at its own cost and expense procure and continue in force bodily injury liability and property damage liability insurance, which policies shall name Lessor as an additional insured. Such insurance shall be in an amount of a combined limit for bodily injury and property damage of not less than $2,000,000. The aforementioned minimum policy limits shall not, however, limit the liability of Lessee hereunder. True copies of such insurance policies or certificates of insurance showing the nature and extent of the coverage thereunder shall be furnished to Lessor and shall reflect Lessor as an additional insured. No such policy shall be cancelable or subject to reduction of coverage or to any other modification except after 15 days’ prior written notice to Lessor by the insurer.

-35-

12.4    Indemnity – Lessor. Lessor shall and does hereby indemnify Lessee and Lessor shall save Lessee free and harmless of, from and against any and all claims, liability, expense, loss or damage whatsoever on account of any such loss, injury, death or damage which may be caused by reason of the negligence or willful act of Lessor, its agents or employees (except to the extent that Lessor’s negligence is insured by the policy required to be carried by Lessee under paragraph 12.3 above).

ARTICLE 13

PROPERTY INSURANCE

13.1    Property Insurance. During the term of this lease Lessor agrees to take out property insurance to 90% of the full replacement value of the Building and Lessee’s Lease-hold Improvements. Such insurance shall cover all risks including fire and collapse (excluding flood and earthquake). Lessor shall not be obligated to take out any insurance upon Lessee’s Furniture and Fixtures. Lessee shall pay to Lessor that portion of the insurance premium reasonably allocable to the portion of Lessee’s Property insured by Lessor. The insurance payable by Lessor and reimbursed by Lessee covering any portion of Lessee’s Property shall not be included within the term Operating Expenses hereunder. The proceeds of any insurance held by Lessor on Lessee’s Property shall be paid to Lessee in the event of an insured casualty.

13.2    Subrogation Waiver. Each party hereby re-leases the other from any and all liability or responsibility to the other or anyone claiming through or under any of them by way of subrogation or otherwise for any loss or damage to property caused by an occurrence insured against by the releasor by a fire or extended coverage policy or supplementary con-tract, even if such fire or other casualty shall have been caused by the fault or negligence of the other party, or anyone for whom such party may be responsible; provided, however, this release shall be applicable and in force and effect only with respect to loss or damage occurring during such time as the releasor’s policy shall contain a clause or endorsement to the effect that any such release shall not adversely affect or impair said policies or prejudice the right of the releasor to recover thereunder. Each party shall request its insurance carrier to include in the respective policies such a clause or endorsement.

-36-

ARTICLE 14

SERVICES

14.1    Lessor’s Obligation – Common Areas. Lessor will maintain the Exterior Common Areas and the public and common areas of the Building, such as lobbies, stairs, corridors and rest rooms, in first class order and condition except for damage occasioned by the negligent or willful act of Lessee, which damage shall be repaired by Lessor at Lessee’s expense.

14.2    Lessor’s Obligation – Supplies and Services.

(a)    Lessor will furnish the Premises with (i) electricity for lighting and the operation of office machines, (ii) heating, ventilation and air conditioning reasonably required for the comfortable occupation of the Premises and (iii) elevator services. These services shall be provided for a period of 10 hours each working day and for five hours on Saturday mornings. Lessor will provide a security system as provided in the Construction, Operation and Leasing Agreement.

(b)    Lessor will provide (i) rest room supplies, (ii) cleaning equipment and supplies, (iii) replacement of light bulbs for building standard lights, (iv) filters for heating and air conditioning system and (v) supplies for garbage removal and garbage removal equipment.

(c)    Lessor will furnish the Premises with the janitorial services listed on Exhibit D hereto through a reputable outside contractor.

(d)    The expense of providing the services required by paragraphs 14.1, 14.2(a), (b) and (c) shall, subject to generally accepted accounting principles and the qualification of paragraph 5.4.7, be included in Operating Expenses.

14.3    Limitation on Lessor’s Liability. Lessor shall not be liable for any damages directly or indirectly resulting from, nor shall the rent herein reserved be abated by reason of (i) the installation, use or interruption of use of any equipment in connection with the furnishing of any of the

-37-

foregoing services, or (ii) failure to furnish or delay in furnishing any such services when such failure or delay is caused by accident or any condition beyond the reasonable control of Lessor, or by the making of necessary repairs or improvements to the Premises or to the Building, or rationing or other governmental restriction on use of water or electricity, gas or any other form of energy or any other service or utility serving the Premises or the Building. The temporary failure to furnish any of such services shall not be construed as an eviction of Lessee or relieve Lessee from the duty of observing and performing any of the provisions of this lease.

14.4    Special Requirements of Lessee. If Lessee requests that Lessor provide special service outside of normal business hours Lessor shall provide such special services if reasonably available and the cost thereof shall be paid by Lessee to Lessor upon billing by Lessor. Whenever heat generating machines or equipment are used in the Premises by Lessee which affect the temperature otherwise maintained by the air conditioning system, Lessor shall have the right to install supplementary air conditioning units in the Premises, and the cost thereof, including the cost of installation and the cost of operation and maintenance thereof, shall be paid by Lessee to Lessor upon billing by Lessor. If Lessee installs electrical equipment requiring power in excess of that required for normal office use in the Building, Lessee shall pay Lessor upon billing for the cost of such excess. Any such expenses paid by Lessee hereunder shall not be included in the term Operating Expenses.

14.5    Special Security – Other Tenants. To the extent, if any, that an increase in the security guards or services shall be made by Lessor by reason of the special requirements of a specific tenant or tenants (other than Lessee) in the Building, Operating Expenses shall not be increased to reflect the increase in cost of such increase in security guards or services.

ARTICLE 15

TAXES PAYABLE BY LESSEE

In addition to the monthly rent and other charges to be paid by Lessee hereunder, Lessee shall reimburse Lessor upon demand for any and all taxes payable by Lessor (other than net income taxes) whether or not now customary or within the contemplation of the parties hereto which are: (a) upon or

-38-

measured by the monthly rent or other charges payable hereunder, including, without limitation, any gross income tax or excise tax levied by the City, the State of California, the Federal government or any other governmental body with respect to the receipt of such rental; (b) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Lessee of the Premises or any portion thereof; (c) upon or measured by the cost or value of Lessee’s Property; (d) upon this transaction or any document to which Lessee is a party creating or transferring an interest or an estate in the Premises. In the event that it shall not be lawful for Lessee to so reimburse Lessor, the monthly rent and other charges payable to Lessor under this Lease shall be revised to net Lessor the same net rent and other charges after imposition of any such tax upon Lessor as would have been payable to Lessor prior to the imposition of any such tax. None of the kinds of taxes described in this Article 15 imposed with respect to this lease or any other lease of the Building shall be included within the definition of Taxes in Article 5 of this Lease.

Lessor agrees that it will use its best efforts to have all of Lessee’s Leasehold Improvements separately assessed to Lessee by the Assessor of the City. If and to the extent that any portion of Lessee’s Leasehold Improvements are assessed to Lessor as a part of the Building, Lessee shall pay to Lessor any additional taxes actually payable by Lessor by reason of the fact that Lessee’s Leasehold Improvements are not separately assessed to Lessee. For the purpose of making this allocation the parties shall seek access to the Assessor’s field notes and any other information available to the parties which would be helpful in making such allocation.

ARTICLE 16

RULES AND REGULATIONS

Lessee shall faithfully observe and comply with the rules and regulations annexed to this Lease as Exhibit E and all reasonable modifications of and additions thereto from time to time put into effect by Lessor. The rules and regulations annexed to leases of space in Levi’s Plaza to tenants other than Lessee shall not materially differ from those annexed to this lease insofar as the same relate to Exterior Common Areas or to any acts that may be dangerous, offensive or objectionable to other tenants.

-39-

ARTICLE 17

HOLDING OVER

If, with Lessor’s written consent, Lessee holds possession of the Premises after expiration of the term or any extended term hereof, Lessee shall become a tenant from month to month upon the terms herein specified but at a monthly rent equivalent to the then prevailing monthly rent paid by Lessee at the expiration of the term or any extended term hereof pursuant to all of the provisions of this lease, payable in advance on or before the first day of each month, and Lessee shall give Lessor written notice at least one month prior to the date of termination of such monthly tenancy of its intention to terminate such tenancy.

ARTICLE 18

ENTRY BY LESSOR

Lessor may enter the Premises at reasonable hours to (a) inspect the same, (b) exhibit the same to prospective lenders, purchasers or tenants, (c) determine whether Lessee is complying with all its obligations hereunder, (d) supply janitor services and any other service to be provided by Lessor to Lessee hereunder, (e) post notices of nonresponsibility, and (f) make repairs required of Lessor under the terms hereof or repairs to any adjoining space or utility services, or make repairs, alterations or additions to any other portion of the Building, provided, however, that all such work shall be done as promptly as reasonably possible and so as to cause as little interference to Lessee as reasonably possible.

ARTICLE 19

DEFAULT

19.1    Events of Default. If (a) Lessee shall fail to pay any rent or other sum payable hereunder for a period of 10 days after written notice by Lessor, or (b) Lessee shall fail to observe, keep or perform any of the other terms, covenants, agreements or conditions contained herein or in the rules and regulations described hereinabove and on the part of Lessee to be observed or performed for a period of 45 days after written notice by Lessor, or (c) Lessee shall become bankrupt or insolvent, or make a transfer in fraud of creditors, or make an assignment for the benefit of creditors, or take or have taken

-40-

against Lessee any proceedings of any kind under any provision of the Federal Bankruptcy Act or under any other insolvency, bankruptcy or reorganization act, or (d) a receiver is appointed for a substantial part of the assets of Lessee and not removed within 90 days after appointment, or (e) Lessee shall abandon the Premises, or (f) this lease or any estate of Lessee here-under shall be levied upon under any attachment or execution and such levy be not released or satisfied within 90 days there-after, any such event shall be considered a default by Lessee, and, in any of said events, Lessor, besides other rights and remedies it may have, shall have the immediate right of re-entry and may remove all persons and property from the Premises. In the event that the default specified in the notice provided for in clause (b) of the preceding sentence is of such a type that it cannot be cured or corrected within said 45-day period, then Lessee shall not be in default hereunder if it shall commence the correction of such default so specified within said 45-day period and diligently prosecute the same to completion.

19.2    Abandonment – Personal Property. If Lessor’s right of re-entry is exercised following abandonment of the Premises by Lessee, then Lessor may consider any personal property belonging to Lessee and left on the Premises to also have been abandoned, in which case Lessor may dispose of all such personal property in any manner Lessor shall deem proper and is hereby relieved of all liability for doing so.

19.3    Remedies. If Lessee breaches this lease and abandons the Premises before the end of the original or any extended term of this lease, or if Lessee’s right to possession is terminated by Lessor because of a breach of this lease, then in either such case, Lessor may recover from Lessee all damages suffered by Lessor as the result of Lessee’s failure to perform its obligations hereunder, including, but not restricted to, the worth at the time of the award (computed in accordance with paragraph (3) of Subdivision (a) of Section 1951.2 of the California Civil Code) of the amount by which the rent then unpaid hereunder for the balance of the term of this lease, exceeds the amount of such rental loss for the same period which Lessee proves could be reasonably avoided by Lessor, and in such case, Lessor, prior to the award, may relet the Premises for the purpose of mitigating damages suffered by Lessor because of Lessee’s failure to perform its obligations hereunder; provided, however, that even

-41-

though Lessee has abandoned the Premises following such breach, this lease shall nevertheless continue in full force and effect for as long as Lessor does not terminate Lessee’s right of possession, and until such termination, Lessor may enforce all its rights and remedies under this lease, including the right to recover the rent from Lessee as it becomes due hereunder.

ARTICLE 20

LESSOR’S RIGHT TO PERFORM LESSEE’S OBLIGATIONS

All covenants and agreements to be performed by Lessee under any of the terms of this lease shall be at its sole cost and expense and except as otherwise specifically provided herein without any abatement of rent. If Lessee shall fail to pay any sum of money, other than rent, required to be paid by it here-under or shall fail to perform any other act on its part to be performed hereunder and such failure shall continue for 30 days after notice thereof by Lessor, Lessor may, but shall not be obligated so to do, and without waiving or releasing Lessee from any obligations of Lessee, make any such payment or perform any such other act on Lessee’s part to be made or performed as in this lease provided. All sums so paid by Lessor and all necessary incidental costs shall be deemed additional rent hereunder and shall be payable to Lessor on demand together with interest at 10% per annum, and Lessor shall have (in addition to any other right or remedy of Lessor) the same rights and remedies in the event of nonpayment thereof by Lessee as in the case of default by Lessee in the payment of rent.

ARTICLE 21

DESTRUCTION OR DAMAGE

21.1    Partial Destruction. If a portion of the Premises or a portion of the Building necessary for ingress to and egress from the Premises is damaged by fire, earthquake, act of God, the elements or other casualty, Lessor shall diligently undertake to repair the same and shall complete such repairs within two years, subject to Unavoidable Delays. To the extent permitted by law, Lessor shall restore the Premises in accordance with Approved Plans and Specifications to the condition in which it existed prior to such casualty; provided, however, that if Lessor wishes to depart materially from Approved Plans and Specifications in restoring the Premises, it may do so only if it submits complete

-42-

descriptive information, plans and specifications detailing material changes in the Approved Plans and Specifications and such changes are approved by Lessee in accordance with the procedure established by paragraph 3.2 hereof. Subject to the provisions of paragraphs 21.3 and 21.4, this lease shall remain in full force and effect except that an equitable reduction in rent shall be allowed Lessee for such part of the Premises as shall be rendered practicably unusable by Lessee in the conduct of its business during the time such part is so unusable. Lessee waives the provisions of California Civil Code sections 1932(2) and 1933(4) with respect to destruction of the Premises.

21.2    Repair of Lessee’s Property. Notwithstanding the foregoing, Lessor shall have no obligation to repair or restore any of Lessee’s Property and, to the extent permitted by law, Lessee shall cause Lessee’s Property to be repaired and restored, provided that Lessee shall have the right (subject to the provisions of Article 8) to make such changes, deletions, alterations as it may deem fit in the repair and restoration of Lessee’s Property. Lessor shall cooperate with Lessee in the repair and restoration of Lessee’s Property.

21.3    Repair More Than Two Years. If the Building is destroyed or the Premises so substantially damaged by fire or other casualty that repairs cannot be made within two years, either party hereto may, by written notice to the other given within 90 days of such casualty terminate this lease as of the date of such fire or other casualty, except that Lessor shall not have such right if at the time of such fire or other casualty there are any remaining Embarcadero Center Obligations. If Lessor or Lessee terminates this lease under this paragraph 21.3 or paragraph 21.4 then Lessee may terminate any other of its leases in Levi’s Plaza (except the Building E Lease, as defined in the Construction, Operation and Leasing Agreement) on 180 days’ notice given within fifteen months from the termination of this lease. If Lessor fails for any reason including Unavoidable Delays to complete the repairs within 36 months of the occurrence of the casualty then Lessee may terminate this lease and any other of its leases in Levi’s Plaza (except the Building E Lease, as defined in the Construction, Operation and Leasing Agreement) upon 180 days’ prior notice given within twelve months after the expiration of such 36 month period.

-43-

21.4    Damage During Final Five Years. If the Building is destroyed or damaged during the last five years of the term of this lease or of any extension thereof to the extent of 33.33% or more of the then replacement value of the Building then either party may terminate this lease as of the date of such damage or destruction by giving written notice to the other within 60 days after such casualty of its election so to do, unless within such 60 days Lessee shall give notice of its intention to extend the term in accordance with the provisions of this lease in which case the lease shall not be terminated although notice of termination has previously been given by Lessor.

ARTICLE 22

EMINENT DOMAIN

(a)    If all or any part of the Premises shall be taken as a result of the exercise of the power of eminent domain, this lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, Lessee shall have the right to terminate this lease as to the balance of the Premises by written notice to the other within 30 days after such date, provided, however, that a condition to the exercise by Lessee of such right to terminate shall be that the portion of the Premises taken shall in Lessee’s reasonable judgment be of such extent and nature as to substantially handicap, impede or impair Lessee’s use of the balance of the Premises. In the event of any partial taking, Lessor shall restore the Premises and the Building and shall be entitled to any and all compensation, damages, income, rent, awards, or any interest therein whatsoever which may be paid or made in connection therewith except that Lessee shall be entitled to the entire amount of the award with respect to the appropriation of Lessee’s Furniture and Fixtures and shall further be entitled to an amount equal to the unamortized cost (determined in accordance with generally accepted accounting principles consistently applied) of Lessee’s Leasehold Improvements less costs of restoration. Lessee shall have no claim against Lessor for the value of any unexpired term of this lease. In the event of a partial taking of the Premises which does not result in a termination of this lease, the monthly rent there-after to be paid shall be equitably reduced.

-44-

(b)    If all or any portion of the Premises shall be taken by the exercise of the right of eminent domain for governmental occupancy for a limited period, this lease shall not terminate and Lessee shall continue to perform and observe all of its obligations hereunder as though such taking had not occurred except only to the extent that it may be prevented from so doing by reason of such taking. Lessee, however, shall in no event be excused from the payment of rental and all other sums and charges required to be paid by Lessee under this lease. In the event of such a taking as in this section referred to, Lessee shall be entitled to receive the entire amount of any award made for such taking (whether paid by way of damages, rent or otherwise) and Lessor hereby assigns such award to Lessee unless the period of governmental occupancy extends beyond the termination of the then existing term of this lease, in which case the award shall be apportioned between Lessor and Lessee as of the date of such termination and, in such apportionment, Lessor shall receive the full amount, if any, of any portion of said award which represents the cost of restoration at the termination of any such governmental occupancy. Lessee covenants that at the termination of any such governmental occupancy it will, at its sole cost and expense, restore the Premises as nearly as may be reasonably possible to the condition in which the same was prior to such taking, but Lessee shall not be required to do such restoration work if on or prior to the date of such termination of governmental occupancy the term of this lease shall have terminated or if such date of termination of governmental occupancy shall occur less than five (5) years prior to the termination of the term of this lease, in which event Lessee shall be entitled to the proceeds of the award except for any part thereof representing the cost of restoration, which latter part shall belong to Lessor.

ARTICLE 23

ATTORNEYS’ FEES

In the event of any action or proceeding brought by either party against the other under this lease, the prevailing party shall be entitled to recover for the fees of its attorneys in such action or proceeding such amount as the court may adjudge reasonable.

ARTICLE 24

SURRENDER OF PREMISES

The voluntary or other surrender of this lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subleases or subtenancies, or may, at the option of Lessor, operate as an assignment to Lessor of any or all such subleases or subtenancies.

-45-

ARTICLE 25

WAIVER

The waiver by Lessor or Lessee of any term, covenant, agreement or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, agreement or condition herein contained, nor shall any custom or practice which may grow up between the parties in the administration of the terms of this lease be construed to waive or to lessen the right of Lessor or Lessee to insist upon the performance by Lessee or Lessor in strict accordance with said terms. The subsequent acceptance of rent hereunder by Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant, agreement or condition of this lease, other than the failure of Lessee to pay the particular rent so accepted, regardless of Lessor’s knowledge of such preceding breach at the time of acceptance of such rent.

ARTICLE 26

NOTICES

All notices and demands which may or are required to be given by either party to the other hereunder shall be in writing and shall be deemed to have been fully given when either delivered personally or when actually delivered by U.S. mail or otherwise to the following addresses and addressed as follows:

To Lessor:	Blue Jeans Equities West 411 Borel Avenue – Suite 600 San Mateo, California 94402
To Lessee:	Levi Strauss & Co. Two Embarcadero Center San Francisco, California 94106 Attention:    Peter T. Jones                     General Counsel

-46-

The address to which any notice, demand or other writing may be given or made or sent to either party may be changed upon written notice given by such party as above provided. If the U.S. mails are used to send a notice such notice shall be sent by registered or certified mail return receipt requested.

ARTICLE 27

COMPLIANCE WITH LEGAL REQUIREMENTS

Lessee shall at its sole cost and expense promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force, with the requirements of any board of fire underwriters or other similar body now or hereafter constituted, with any direction or occupancy certificate issued pursuant to any law by any public officer or officers, as well as the provisions of all recorded documents affecting the Premises on the date of execution hereof, insofar as any are required by reason of the use or occupancy of the Premises by Lessee.

ARTICLE 28

NO LIGHT AND AIR EASEMENT

Any diminution or shutting off of light or air by any structure which may be erected on lands adjacent to the Premises shall in no way affect this lease or impose any liability on Lessor except buildings constructed by Lessor within Levi’s Plaza not in accordance with plans for the development of Levi’s Plaza approved by Lessee.

ARTICLE 29

MISCELLANEOUS

29.1    The words “Lessor” and “Lessee” as used hereunder shall include the plural as well as the singular. Words used in the masculine gender include the feminine and neuter.

29.2    The paragraph headings of this lease are not a part of this lease and shall have no effect upon the construction or interpretation of any part hereof.

29.3    Time is of the essence of this lease and each and all of its provisions.

-47-

29.4    Submission of this instrument for examination or signature by Lessee does not constitute a reservation of or option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Lessor and Lessee.

29.5    The terms, covenants, agreements and conditions herein contained, shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto.

29.6    All rent payable by Lessee to Lessor hereunder, if not paid within 10 days of its due date, shall bear interest from the due date until paid at the rate of 10% per annum. All amounts of money other than rent, payable by Lessee to Lessor hereunder, if not paid when due and within 30 days after written demand therefor, shall bear interest from the due date until paid at the rate of 10% per annum.

29.7    This lease shall be governed by and construed pursuant to the laws of the State of California.

29.8    The language in all parts of this lease shall in all cases be construed as a whole according to its fair meaning and not strictly for nor against either Lessor or Lessee.

29.9    The terms, covenants, agreements and conditions contained in this lease shall become effective upon execution and delivery of this lease by the parties hereto.

29.10    If Lessee shall use or permit the use of the Premises, or any part thereof, for any purpose, or do any act, or permit any act to be done, on the Premises (whether or not permitted by the provisions of this lease or the Rules and Regulations annexed hereto), which shall result in an increase in the existing rate of any insurance upon the Building, Lessee, upon written demand by Lessor, shall promptly pay the amount of such increase and shall continue to pay the same so long as such increase shall remain in effect.

29.11    This lease may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

-48-

29.12    Wherever in this lease the Lessor’s or the Lessee’s approval or consent is required such approval or consent must be in writing and executed by a person having express authority to grant such approval or consent.

29.13    Lessee shall, at any time during the term of this lease, upon not less than 30 days prior written notice-from Lessor, execute and deliver to Lessor a statement in writing certifying that this lease is unmodified and in full force and effect (or if modified, stating the nature of such modification) and the date to which rent or other charges are paid in advance, if any, and acknowledging that there are not to Lessee’s knowledge any uncured defaults on the part of Lessor hereunder, or specifying such defaults if they are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises.

29.14    In the event of any act or omission by the Lessor after the commencement of the term hereof which would give the Lessee the right to terminate this lease or to claim a partial or total eviction, the Lessee shall not exercise any such right (a) until it shall have given written notice, by registered or certified mail, of such act or omission to the holder of any mortgage whose name and address shall have been furnished to the Lessee in writing, at the last address so furnished, and (b) until the time period herein specified for performance by Lessor, or if none is specified a reasonable period of time for remedying such act or omission shall have elapsed following the giving of such notice; provided that following the giving of such notice, the Lessor or said holder shall, with reasonable diligence, have commenced and continued to remedy such act or omission or to cause the same to be remedied.

ARTICLE 30

QUIET ENJOYMENT

Provided Lessee has performed all of the terms, covenants, agreements and conditions of this lease, including the payment of rent, Lessee shall peaceably and quietly hold and enjoy the Premises for the original term and, if applicable, extended terms herein described, subject to the terms and conditions of this lease.

-49-

ARTICLE 31

PARKING AND STORAGE

31.1    Parking. Lessor hereby grants to Lessee an option at any time or times during the term hereof to use parking stalls on a monthly rental basis for parking within the parking areas provided in the Building. Rent shall be payable therefor at the lowest rate then charged (except van pool rates) in other parking space within Levi’s Plaza including Block F. (Lessee’s car pool vans shall be entitled to any special van rate.) Such option may be exercised by Lessee by notice to Lessor in writing designating the number of stalls desired, and the parking stalls shall be made available to Lessee as soon as possible thereafter. Lessee may select all of parking stalls within the Building subject to Lessor’s obligation under that certain Agreement and Notice of Special Restriction under the Tanning Code (the “Ice House Agreement”), recorded in Book B 23 at page 325 on November 2, 1973, Official Records of the City and County of San Francisco, and subject further to Lessor’s right to provide up to 20 spaces in the Building to tenants of Building C. Lessor shall use its best efforts to fulfill the obligation expressed in the Ice House Agreement by making spaces available thereunder in the Parking Structure (as defined in the Construction, Operation and Leasing Agreement) or otherwise relieve the Building from the effect of the Ice House Agreement. If and to the extent that the spaces are taken by the Ice House Agreement Lessor shall provide such spaces in the Parking Structure or if the Parking Structure is not complete then in locations satisfactory to Lessee.

31.2    Storage. The storage areas within the Building may be leased by Lessee from time to time for a monthly rental, payable in advance, of $0.50 per square foot, subject to adjustments to reflect changes in the Consumer Price Index after the Occupancy Date, as hereinbelow provided. Such storage space shall be let for terms of not less than three years nor more than 10 years. Lessee shall have options to renew for periods through the expiration of this lease. The rental herein specified shall be adjusted every three years to reflect 50% of the percentage changes in the revised Consumer Price Index for Urban Wage Earners and Clerical Workers (all items San Francisco-Oakland Metropolitan Area) over the level of the index on the Occupancy Date provided such rent shall not be less than $0.50 per foot nor greater than the rent for similar space then being offered to other tenants within Levi’s Plaza. A floor plan of the basement identifying storage areas dated May 30, 1979 has been initialed by the parties.

-50-

ARTICLE 32

ARBITRATION

Should any dispute arise between Lessor and Lessee under the provisions of Articles 3, 5, 8, 9, 11.3, 14, 15, 16, 21, 22, or 31 of this lease (but not otherwise), such dispute shall be settled by arbitration in accordance with the rules then obtaining of the American Arbitration Association, or its successor, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The party desiring such arbitration shall give written notice to that effect to the other party, specifying the dispute to be arbitrated, and the matter shall thereupon be submitted for settlement to the American Arbitration Association in accordance with its procedural rules then pertaining. The costs of arbitration shall be divided equally among the parties. The provisions of this paragraph are specifically inapplicable to the arbitration of the “Market Rent” under paragraph 5.2.

ARTICLE 33

EXHIBITS

The following exhibits, namely, Exhibits A, A-1, A-2, A-3, B, C, C-1, D, and E, are attached to this lease and by this reference made a part hereof to wit:

Exhibit
A	Land Description
A-1	Title Exceptions
A-2	Plat of Levi’s Plaza
A-3	Description of Levi’s Plaza
B	Standard Work Letter
C	Base Rent Computations
C-1	Maximum Escalation Computations
D	Janitorial Services
E	Rules and Regulations

-51-

IN WITNESS WHEREOF, the parties hereto have executed this lease dated as aforesaid.

BLUE JEANS EQUITIES WEST,
By		EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, Its general partner
By:
	Its
By:	/s/ Jim S. Joseph
		JIM S. JOSEPH,
		Its general partner
By:	/s/ Gerson Bakar
		GERSON BAKAR,
		Its general partner
By:	/s/ Alfred S. Wilsey
		ALFRED S. WILSEY,
		Its general partner
LEVI STRAUSS & CO.
By:	/s/ Walter Haas, Jr.
	Its
By:	/s/ George Daly
	Its

-52-

BUILDING A

LEGAL DESCRIPTION

LOT 7 AS SHOWN ON PARCEL MAP OF BLOCK ‘A’, LEVI’S PLAZA, RECORDED APRIL 20, 1979 IN BOOK 10 OF PARCEL MAPS AT PAGE 49, RECORDS OF CITY AND COUNTY OF SAN FRANCISCO, STATE OF CALIFORNIA.

EXHIBIT A

1. (Affects portion of Parcel 9, but exact location of said easement not determinable.)

A 5 foot easement for ingress and egress and for sewer purposes as created by Agreement dated April 24, 1941, by and between Merchants Ice and Storage Company, a corporation, and Alexander Harr and Louise Horr, his wife, recorded June 16, 1941, Look 3762, page 250, Official Records, disclosed by instrument recorded May 11, 1978, book 0568, page 15, Series A102696, Official Records.

2. (Affects Assessor’s Lot 2, Block 102)

Order No. 89,330 of the Department of Public Works of the City and of San Francisco, condemning improvements on the property or a portion thereof, designated as Lot 2, Block 108, 60 Union Street, recorded November 2, 1071, Book 8573, page 963, Series No. 27562, Official Records.

Action to abate public nuisance, Case Po. 637780, Superior Court, San Francisco County, California, City and County of San Francisco, a municipal corporation, Plaintiff, vs., The Travelers Insurance Company, Defendants, notice of which was recorded March 21, 1975, Book 8989, page 178, Series No. X56854, Official Records.

Stipulated Injuction and Interlocutory Judgment recorded January 20, Book C115, page 893, Series No. Y53712, Official Records.

3. (Affects Parcels 1, 7, 8 and 9)

Agreement and Notice of Special Restriction under The City Planning Code, by The Travelers Insurance Company, a Connecticut corporation and Century Properties Equity Partnership 72 and R.G. Andersen, Trustees D.B.A. Century 21 and Andersen Associates, a Joint Venture, relating to the use of said land for the Parking of Automobiles, dated October 24, 1973, recorded November 2, 1973, Book 8823, page 325, Series W29498, Official Records.

4. UNRECORDED LEASES, on the conditions and provisions contained therein, for of the following tenants as disclosed by an inspection of said land off-record information:

Robert J. Rice, dba Robert J. Rice Enterprises

Granat-Yamanishi

BJW Associates

5. Rights or claims of parties in possession and not shown of record.

6. (Affects Assessor’s Lot 3, Block 108)

An overhang along the western boundary of the land described herein s disclosed by that certain survey by Dan Coleman Associates dated 3/10/68, Job No. 528210.

7. (Affects Assessor’s Lot 4, Block 108)

Overhangs along the westerly and northerly boundaries of the land ascribed herein as disclosed by that certain survey by Dan Coleman Associates dated 10/10/68, Job No. 528210.

8. (Affects Assessor’s Lot 4, Block 108)

Encroachments along the westerly and southerly boundaries of the land ascribed herein as disclosed by that certain survey by Dan Coleman Associates dated 10/10/68, Job No. 523210.

EXHIBIT A-1

9. (Affects Assessor’s Lot 18, Block 108)

Overhang along the northerly boundary of the land described herein s disclosed by that certain survey by Dan Coleman Associates dated 3/10/68, Job No. 528210.

10. (Affects Assessor’s Lot 2, Block 85)

Encroachment of a roof overhang from the adjoining property over the southwesterly portion of the land described herein as disclosed by that certain survey by Dan Coleman Associates dated 10/10/68, Job No. .7.8210.

11. (Affects Assessor’s Lots 1 & 2, Block 85)

Overhangs along the easterly boundary of the land described herein as disclosed by that certain survey by Dan Coleman Associates dated -)/10/68, Job No. 528210.

12. Affects Assessor’s Lots 5 & 6, Block 107)

Overhangs along the southerly and easterly boundaries of the land described herein as disclosed by that certain survey by Dan Coleman Associates dated 10/10/68, Job No. 528210.

13. LACK OF RIGHTS OF VEHICULAR ACCESS to and from the street; said rights having been released and relinquished by deed:

To:	City and Country of San Francisco, a municipal corporation
From:	Travelers Insurance Company
Dated:	February 6, 1979
Recorded, Official Records: March 16, 1979
Series No.:	B031553
Affects:	1.	All of Filbert Street from the easterly line of Sansome Street to the westerly line of Battery Street.
	2.	All of Filbert Street from the easterly line of Battery Street to the generally westerly line of the Embarcadero.
	3.	All of Greenwich Street from the easterly line of Battery Street to the generally westerly line of the Embarcadero.

EXHIBIT A-2

EXHIBIT A-3

PARCEL 1:

LOTS 5,6 and 7 as shown on the Map entitled, “PARCEL MAP OF BLOCK ‘B’, LEVI’S PLAZA, SAN FRANCISCO, CALIFORNIA, BEING A SUBDIVISION OF REAL PROPERTY ON A PORTION FIFTY VARA BLOCK NO. 27, ALSO BEING: ASSESSOR’S BLOCK 84”, recorded April 20, 1979 in the office of the Recorder of the City and County of San Francisco, State of California, in Book 10 of Parcel Maps at page 50.    (Block B)

PARCEL 4: Certain space above the following described real property:

BEGINNING at the point of intersection of the northerly line of Greenwich and the westerly line of Sansome Street; running thence northerly along the westerly line of Sansome Street 68 feet and 9 inches; thence at a right westerly 91 feet and 8 inches; thence at a right angle southerly 68 feet and 9 inches to the northerly line of Greenwich Street; thence at a right angle y along said line of Greenwich Street 91 feet and 8 inches to the point of Beginning.

BEING a portion of 50 Vara Block No. 42.    (Portion of Block F)

PARCEL 5: Certain space above the following described real property:

BEGINNING at the point of intersection of the former southerly line of Street and the easterly line of Montgomery Street; running thence easterly along said southerly line of Lombard Street 412 feet and 6 inches to the westerly line of Sansome Street; thence at a right angle southerly along said line of Sansome Street 206 feet and 3 inches; thence at a right westerly 91 feet and 8 inches; thence at a right angle southerly 68 feet and 9 inches to the northerly line of Greenwich Street; thence at a right angle westerly along said line of Greenwich Street 320 feet and 10 inches to the easterly line of Montgomery Street; thence at a right angle northerly along said line of Montgomery Street 275 feet to the point of beginning.

BEING a part of 50 Vara Block No. 42.    (Portion of Block F)

PARCEL 6:

BEGINNING at the point of intersection of the southerly line of Greenwich Street with the easterly line of Battery Street 102 feet and 8 inches to the southwesterly line of the Embarcadero, so-called; thence southeasterly along the southwesterly line of the Embarcadero 306 feet and 11-5/8 inches to the northerly line of Filbert Street; thence westerly along said northerly line of Filbert Street 238 feet and 1 inch to the easterly line of Battery Street; thence at a right angle northerly along said easterly line of Battery Street 275 feet to the point of beginning.

BEING a portion of 50 Vara Block No. 13.    (Block D)

PARCEL 7:

Beginning at the point of intersection of the easterly line of Battery Street and the northerly line of Union Street; running thence easterly and along said line of Union Street 275 feet and 0-1/2 inches to the westerly lone of Front Street; thence at a right angle northerly and along said line of Front Street 275 feet to the southerly line of Filbert Street; thence at angle westerly and along said line of Filbert Street 275 feet 0-1/2 inches to the easterly line of Battery Street; thence at a right angle southerly and along said line of Battery Street 275 feet to the point of beginning.

Being 50 Vara Block No. 14.    (Block C)

EXHIBIT A-4

PARCEL 8:

LOTS 7 and 8 as shown on the Map entitled, “PARCEL MAP OF BLOCK ‘A’, LEVI’S PLAZA, SAN FRANCISCO, CALIFORNIA, BEING A SUBDIVISION OF REAL PROPERTY ON A PORTION FIFTY VARA BLOCK NO. 28, ALSO BEING ASSESSOR’S BLOCK 107”, recorded April 20, 1979 in the office of the Recorder of the City and County of San Francisco, State of California, in book 10 of Parcel Maps at page 49.    (Block A)

PARCEL 9:

Beginning at a point on the westerly line of Sansome Street, distant thereon 82 feet and 6 inches northerly from the northerly line of Filbert Street; running thence northerly and along said line of Sansome Street 193 feet and 1 inches to the southerly line of Greenwich Street; thence at a right angle westerly and along said line of Greenwich Street 137 feet and 6 inches; thence at a right angle southerly 137 feet and 6 inches; thence at a right angle easterly 50 feet; thence at a right angle southerly 55 feet and 7 inches; thence at a right angle easterly 87 feet and 6 inches to the westerly line of Sansome Street and the point of beginning.

Being a portion of 50 Vara Block No. 43.    (Block E)

Standard Work Letter

Exhibit B

I. STANDARD LEASEHOLD IMPROVEMENTS

Lessor agrees to install and pay for the following standard leasehold improvements in the Building:

(a) PARTITIONS. One lineal foot of 9’-0” high Lessor’s standard drywall partition for each 15 square feet of Net Usable Square Feet as shown on final space plans furnished by Lessee. Partitions shall consist of 2-1/2” metal studs with 5/8” gypsum board.

(b) DOORS. One Lessor’s standard full height, solid core hardwood veneered door with latchset for each 350 square feet of Net Usable Square Feet. One lockset and closer will be substituted for latchset on entrance doors adjacent to elevator lobby on individual floors. Entrance doors shall be 1-3/4” thick solid core wood with walnut veneer. Hardware for entrance doors shall consist of three butt hinges, one lever type lockset and one closer. Finish and lockset shall be bronze 10B. Finish for the closer shall be paint. Interior doors shall be 1-3/4” thick solid core wood with walnut veneer. Hardware for interior doors shall consist of three butt hinges and one cylindrical type latchset. Hardware finish shall be bronze 10B.

(c) WALL FINISHES. Two coats of paint in colors selected by Lessee from assortment of Lessor’s standard colors. Paint shall be latex type.

(d) AIR CONDITIONING. Duct Work, supply and return grilles and thermostats to provide air conditioning to suit normal general office space occupancy. The air conditioning system shall be designed to maintain space conditions at 72 degrees F, in the summer, and 70 degrees F, in the winter, or as regulated by the Federal Energy Commission and/or any other regulatory agency having jurisdiction. Office floors shall be served by a central outside air system providing approximately 15 CFM of fresh air per person.

Individual office floors shall be low pressure variable air volume duct systems with hot water terminal reheat for the perimeter spaces with one zone for each 1200 s.f. of leased area. No zone shall serve an area greater than 2000 s.f. or 3000 CFM, whichever comes first.

Air distribution shall be through ceiling supply diffusers with return through ceiling registers and/or light troffers.

(e) LIGHTING. One Lessor’s standard fluorescent light fixture (3-tube, recessed, 2’ x 4’) for each 65 square feet of Net Usable Square Feet, Fixture is recessed type with return air slot and extruded aluminum hinged door frames.

Fixture has 3-40 watt rapid start lamps in which the middle lamp is wired and switched and the two outermost lamps are wired and switched together. Lens is virgin acrylic prismatic.

(f) CEILING. Lessor’s standard ceiling. Acoustical panels shall be of mineral composition and fine fissured pattern. Sizes shall be 12” x 24” x 3/4” (scored at 12”) with kerfed edge and factory applied white finish having a light reflective over 75% (concealed spline installation).

(g) WINDOW COVERING. Lessor’s standard drapery window covering on all exterior windows. Window covering shall be a fabric with a content of 70% Verel, 25% Viscose Rayon, and 5% Nylon. Fabric weight is 12.4 oz. per lineal yard (51” width). Shading coefficient is .45 or better.

(h) FLOOR COVERING. Lessor’s standard vinyl asbestos tile, or a credit to Lessee for areas in which carpet is installed in lieu of tile. Tile is 12” x 12” thru grain with vinyl composite 1/8” thick with marbleized pattern.

(i) ELECTRICAL AND TELEPHONE OUTLETS. One standard duplex electrical convenience floor outlet installed in raceway of underfloor duct system for each 150 square feet of Net Usable Square Feet. Outlets installed prior to placement of concrete

Page 2 of 4

shall be flush floor outlets with caps. If installed after concrete floor is poured, outlet fitting shall be die cast aluminum with brushed satin finish. Base dimensions shall be 4-1/2” x 4-1/2” maximum for service of either telephone or electrical. Fittings for telephone and electrical combination shall have maximum base dimensions of 10-1/2” x 4-1/2”. All fittings shall have a maximum height of 3”.

All materials and equipment will be new and of recent manufacture, and all work will be consistent with the best practices and standards in the building construction industry.

Finish work shall be firm, well anchored, in true alignment, plumb, level, with smooth, clean uniform appearance without waves, distortions, holes, marks, cracks, stains, or discoloration. Jointings shall be close fitting, neat, well scribed.

Finish work shall have no exposed unsightly anchors or fastenings and shall not present hazardous, unsafe or unfinished protrusions, offsets, burrs, raw edges, or sharp corners. All work shall have provision for expansion, contraction and shrinkage as necessary to pre-vent cracks, buckling and warping.

All work will comply with local codes and be of finish quality, consistent with the best practices and standards in the construction industry.

Quantities of the above standard leasehold improvements which are required to meet the needs of Lessee’s plans, and which exceed the described allowances, will be installed by Lessor’s contractor, at the expense of the Lessee. Cost credits will be available to Lessee for the substitution of certain standard Lessee’s Leasehold Improvements with Lessee’s choice of the same kind of improvements, but of a different specification. The improvements for which cost credits will be provided are as follows:

(a)        Partitions

(b)        Doors

(c)        Wall Finishes

(d)        Lighting

Page 3 of 4

(e)        Ceiling

(f)        Floor Covering

(g)        Electrical/Telephone Outlets

The amount of the cost credit will be the cost to Lessor of the particular standard leasehold improvement. Specifications of substitutions by Lessee will be subject to the approval of Lessor, which approval shall not be unreasonably withheld.

Page 4 of 4

EXHIBIT C

BASE AND PROVISIONAL RENT CALCULATIONS

PURSUANT TO PARAGRAPH 5.1

Assumption:

LSC occupies Levi Plaza on March 31, 1981. E-2 Operating Expense data for Embarcadero the year 1980 is not available until June 30, 1981 and each year thereafter the E-2 Operating Expense data is not available until June 30 of the subsequent year.

	12-31-79		12-31-80		12-31-81		12-31-82
(1)    E-2 Operating Expense at EC-IIa/	$	2,063,000	$	2,120,000	$	2,190,000	$	2,250,000
(2)    E-2 Tax Expense at EC-IIa/		617,000		630,000		640,000		650,000

For the purpose of determining the provisional rent pursuant to 5.1(c)(iv) and the Base.Rent as of January 1, 1982, the following calculation would be made:

A. Example:    Rent payable as of March 31, 1981 – Provisional rent based on December 31, 1979 data:

Per (1) above, E-2 Operating Expenses as of December 31, 1979	$	2,063,000
Less:E-2 Operating Expense base – 1976 – 5.1(c)(i)		1,893,583	b/
5.1(c)(iv)(aa)(x)	$	169,417		$	169,417
Per (2) above, E-2 Tax Expense as of December 31, 1979	$	617,000
Less: E-2 Tax Expense base – 1979 – 5.1(c)(ii)		617,000	c/
5.1(c)(iv)(aa)(y)		-0-			-0-
5.1(c)(iv)(aa)				$	169,417
5.1(c)(iv)(bb) – Levi’s percentage share of direct expenses:
39.01%d/ x $169,417		=		$	66,090
5.1(c)(iv)(cc) – $ 66,090		=		$	.2607
253,527 s.f.		=
5.1(c)(iv)(dd) – Usable Square Feet Conversion Factor
1.16583 x $.2607				$	.3039
Add:					14.0500
Provisional rent as of March 31, 1981				$	14.3539

1.

EXHIBIT C (cont.)

BASE AND PROVISIONAL RENT CALCULATIONS

PURSUANT TO PARAGRAPH 5.1

B. Example:    On June 30, 1981 data for 1980 is received. The calculation for the adjusted provisional rent for the remainder of 1981 and the retroactive lump sum payment from March 31, 1981 to June 30, 1981 would be as follows, per 5.1(c)(v):

Per (1) above, E-2 Operating Expenses as of December 31, 1980	$	2,120,000
Less:        E-2 Operating Expense base – 1976 – 5.1(c)(i):		(1,893,583	)
5.1(c)(iv)(aa)(x)	$	226,417		$	226,417
Per (2) above, E-2 Tax Expense as of December 31, 1980	$	630,000
Less:        E-2 Tax Expense base – 1979 – 5.1(c)(ii)		(617,000	)c/
5.1(c)(iv)(aa)(y)	$	13,000		$	13,000
5.1(c)(iv)(aa)				$	239,417
5.1(c)(iv)(bb)    39.01% x $239,417		=		$	93,397
5.1(c)(iv)(cc)    $ 93,397		=		$	.3684
253,527 s.f.
5.1(c)(iv)(dd)    1.16583 x $.3684		=		$	.4295
Add:					14.0500
Adjusted provisional rent as of March 31, 1981 payable from July 1, 1981 to December 31, 1981:				$	14.4795
Less: Initial computation of provisional rent					(14.3539	)
Equals: Shortfall per s.f. per year				$	.1256
Retroactive lump sum payment due from March 31, 1981 to June 30, 1981:    $.1256 x 332,128 s.f.: x 3/12				$	10,428.82

2.

EXHIBIT C (cont.)

BASE AND PROVISIONAL RENT CALCULATIONS

PURSUANT TO PARAGRAPH 5.1

C. Example:    On June 30, 1982 data for 1981 is received. The calculation for the adjusted provisional rent for the remainder of 1982 and the retroactive lump sum payment from March 31, 1981 to June 30, 1982 would be as follows, per 5.1(c)(v):

Per (1) above, E-2 Operating Expenses as of December 31, 1981	$	2,190,000
Less:        E-2 Operating Expense base – 1976 – 5.1(c)(i):		(1,893,583	)
5.1(c)(iv)(aa)(x)	$	296,417		$	296,417
Per (2) above, E-2 Tax Expense as of December 31, 1981	$	640,000
Less:        E-2 Tax Expense base – 1979 – 5.1(c)(ii)		617,000	c/
5.1(c)(iv)(aa)(y)	$	23,000		$	23,000
5.1(c)(iv)(aa)				$	319,417
5.1(c)(iv)(bb)    39.01% x $319,417		=		$	124,605
5.1(c)(iv)(cc)    $124,605		=		$	.4915
253,527 s.f.
5.1(c)(iv)(dd)    1.16583 x $.4915		=		$	.5730
Add:					14.0500
Adjusted provisional rent as of March 31, 1981 payable from July 1, 1981 to December 31, 1982:				$	14.6230
Less: Adjusted provisional rent computed under ‘B’ above					(14.4795	)
Equals: Shortfall per s.f. per year				$	.1435
Retroactive lump sum payment due from March 31, 1981 to June 30, 1981:    $.1435 x 332,128 s.f.: x 15/12				$	59,575.46

3.

EXHIBIT C (cont.)

BASE AND PROVISIONAL RENT CALCULATIONS

PURSUANT TO PARAGRAPH 5.1

D. Example:    On June 30, 1983 data for 1982 is received. The calculation for the Base Rent for the remainder of 1983 and the retroactive lump sum payment from January 1, 1982 to June 30, 1983 would be as follows, per 5.1(c)(vi):

Per (1) above, E-2 Operating Expenses as of December 31, 1982	$	2,250,000
Less:        E-2 Operating Expense base – 1976 – 5.1(c)(i):		(1,893,583	)
5.1(c)(iv)(aa)(x)	$	356,417		$	356,417
Per (2) above, E-2 Tax Expense as of December 31, 1982	$	650,000
Less:        E-2 Tax Expense base – 1979 – 5.1(c)(ii)		(617,000	)c/
5.1(c)(iv)(aa)(y)	$	33,000		$	33,000
5.1(c)(iv)(aa)				$	389,417
5.1(c)(iv)(bb)    39.01% x $389,417		=		$	151,912
5.1(c)(iv)(cc)    $151,912		=		$	.5992
253,527 s.f.
5.1(c)(iv)(dd)    1.16583 x $.5992		=		$	.6986
Add:					14.0500
Base rent as of January 1, 1982 payable from June 30, 1983 to December 31, 1983:				$	14.7486
Less: Adjusted provisional rent computed under ‘C’ above					(14.6230	)
Equals: Shortfall per s.f. per year				$	.1256
Retroactive lump sum payment due from January 1, 1982 to June 30, 1983:    $.1256 x 332,128 s.f.: x 18/12				$	62,572.92

4.

EXHIBIT C (cont.)

BASE AND PROVISIONAL RENT CALCULATIONS

PURSUANT TO PARAGRAPH 5.1

Footnotes:

a/ Per schedule currently entitled:    Embarcadero Center

Levi Strauss Building-Office Tower

Schedule of Direct operating Expenses

Levi Strauss & Company

b/ Per “Schedule of Direct Operating Expenses – Levi Strauss & Company, 1976 and 1974 (Base Year)”

	Adjusted Direct Costs
	95%
Line:    Total Adjusted Direct Costs	$	2,982,997
Less Line:    Real Estate & Personal Property Tax		(1,089,414	)
5.1(c)(i)	$	1,893,583

c/ Estimated Real Estate & Personal Property Tax for the year 1979:

	100	%	$	771,000
Allocable to Office Tower	80	%	$	617,000

d/ Levi’s percentage share of direct expenses as of December 31, 1976:

253,527 s.f.	=	39.01	%
649,820

5.

EXHIBIT C-1

LIMITATION OF ESCALATION PURSUANT

TO PARAGRAPH 5.4.12

ASSUMPTIONS:

5.4.12(a)	E-2 Operating Expenses at EC II in 1982 (Levi’s Plaza’s base year )	$	2,250,00
5.4.12(b)	E-2 Tax Expense at EC II in 1982 (Levi’s Plaza’s base year )		650,00
	E-2 Base Year Operating and Tax Expenses	$	2,900,00

LSC rentable square feet used to determine lessee’s percentage share of direct expenses is .253,527 s.f. Rentable square feet is used for EC II and Levi’s Plaza for purposes of calculating the limitations per 5.4.12, whereas rentable square feet is to be converted to useable square feet for all other rent computations under the lease.

5.4.12(c)	EC II	BASE YEAR OPERATING EXPENSE AS IF LSC OCCUPIED SPACE
		AT EC II AND ITS SHARE OF DIRECT EXPENSES WAS 39%

	Operating & Tax Expense			Increase from Base		39% Allocable to LSC Space
1982	$	2,900,000			—		—
1983		3,000,000		$	100,0000	$	39,000
1984		3,080,000			180,000		70,200
1985		3,250,000			350,000		136,500
1986		3,300,000			400,000		156,000
1987		3,360,000			460,000		179,400
1988		3,410,000			510,000		198,900
1989		3,510,000			610,000		237,900
1990		3,590,000			690,000		269,100
1991		3,700,000			800,000		312,000
1992		3,800,000			900,000		351,000
1993		3,950,000			1,050,000		409,500
1/1/94 to 3/31/94		4,075,000	(annualized)		293,750		114,562	(25% of increase)
	$	42,025,000		$	6,343,750	$	2,474,062

EXAMPLE:    PER 5.14.12

			$2,474,062 per 5.4.12(c) above
5.4.12(d)	$9.7586	=	253,527 s.f.
5.4.12(e)	$9.7586	x	341,281 rentable s.f. =$3,330,425
	Maximum escalation chargeable by Lessor at Levi’s Plaza from 1/1/83 to 3/31/94

EXHIBIT D

GENERAL OFFICE AND COMMON AREA CLEANING AND JANITORIAL SERVICES

5 DAYS PER WEEK – Empty wastepaper baskets, trash containers, ash trays, and other receptacles.

Vacuum carpets and rugs, spot clean as required (tenant charge). Sweep and dust mop resilient and hard floors.

Wet mop spillage.

Dust and wipe clean office furniture, water fountains and coolers – empty waste water. Arrange office furniture.

Fingerprint clean entrance door glass and partition glass.

Clean restrooms, sanitize fixtures and floor surfaces. Refill restroom dispensers.

Sweep and dust stairwells and landings as required. Maintain janitor’s closets in an orderly manner.

Secure buildings upon completion of work.

Clean elevators – maintain tile flooring. Maintain carpeting – shampoo as required.

Dust counters,’-windowsills and file cabinets.

MONTHLY –

LOBBIES AND ENTRYWAYS Wash interior and exterior first level glass at entry areas as required to maintain a first-class appearance.

Scrub and wax hard surface floors.

Spray-buff hard surface floors as required to maintain a first-class appearance.

SEMI-ANNUALLY WINDOWS Wash interior windows and Atrium glass.

Wash exterior windows.

THREE TIMES A YEAR – Wash exterior Atrium glass. Clean all partition glass.

ANNUALLY –

HIGH DUSTING Dust high partitions, ledges, mouldings and ventilating grilles.

CARPETS – Shampoo high traffic areas. Anti-stat if required.

EVERY THREE YEARS –

LIGHTING Clean all building standard lighting fixtures.

EXHIBIT D-1

LIMITATION OF ESCALATION PURSUANT TO PARAGRAPH 5.4.12

(continued)

ASSUMPTION:

OPERATING AND TAX EXPENSE ESCALATIONS

FROM 1/1/83 to 3/31/94 AT LEVI’S’PLAZA

	Operating & Tax Expense			Actual Escalation Charged
1982	$	1,550,000			–
1983		1,600,000		$	50,000
1984		1,650,000			100,000
1985		1,710,000			160,000
1986		1,740,000			190,000
1987		1,780,000			230,000
1988		1,810,000			260,000
1989		1,850,000			300,000
1990		1,870,000			320,000
1991		1,900,000			350,000
1992		1,920,000			370,000
1993		2,020,000			470,000
1/1/94 to 3/31/94		2,040,000	(annualized)		122,500	(25% of increase)
	$	21,890,000		$	2,922,500

Thus, all amounts actually charged by Levi’s Plaza. are within the limitation. If the amount actually charged was $3,700,000 rather than $2,922,500, then $369,575 (3,700,000 – 3,330,425) would be a credit pro rated equally on the rent due for the balance of the initial term per 5.4.12(g).

2.

EXHIBIT E

Agreement of Lease

with            

Dated:                                 

RULES AND REGULATIONS

1.    Landlord shall have the right to control and operate the public portions of the Building and the Public facilities, as well as facilities furnished for the common use of the tenants, in such manner as it deems best for the benefit of the tenants generally. No tenant shall invite to the Demised Premises, or permit the visit of, persons in such numbers or under such conditions as to interfere with the use and enjoyment of the entrances, corridors, elevators and facilities of the Building by other tenants.

2.    Landlord reserves the right to close and keep locked all entrance and exit doors of the Building outside of Normal Business Hours as Landlord may deem to be advisable for the protection of the property. All tenants, their employees, or other persons entering or leaving the building at any time when it is so locked may be required to sign the Building register when so doing, and the watchman in charge may refuse admit to the Building while it is so locked Tenant or any of Tenant’s employees, or any other person, without a pass previously arranged, or other satisfactory identification showing his right of access to the Building at such time. Landlord assumes no responsibility and shall not be liable for any damage resulting from any error in regard to any such pass or identification, or from the admission of any unauthorized person to the Building.

3.    Landlord reserves the right to exclude or expel from the Building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of the Rules and Regulations of the Building or in violation of any law, order, ordinance, or governmental regulation.

4.    The entries, corridors, stairways and elevators shall not obstructed by any Tenant, or used for any other purpose than ingress or egress to and from its respective offices. Tenant shall not bring into or keep within the Building any animal or vehicle without written consent of the Landlord.

5.    No tenant shall obtain or accept for use in the Demised Premises, ice, coffee service, catering, drinking water, barbering or bootblacking from any person not authorized by Landlord in writing to furnish such services.

6.    Freight, furniture, business equipment, merchandise and bulky matter of any description ordinarily shall be delivered to and removed from the Demised Premises only in the freight elevator and through the service entrances and corridors, but special arrangements will be made for moving large quantities or heavy items of furniture, equipment and supplies into or out of the Building.

7.    All entrance doors in the Demised Premises shall be left locked when the Demised Premises are not in use.

8.    Tenant shall not attach or permit to be attached additional locks or similar devices to any door, transom or window of the premises; change existing locks or the mechanism thereof; or make or permit to be made any keys for any door thereof other than those provided by Landlord. (If more than two keys for one lock are desired Landlord will provide them upon payment therefor by Tenant.)

9.    Canvassing, soliciting or peddling in the Building is prohibited and each tenant shall cooperate to prevent the same.

10.    Tenant shall not advertise the business, profession or activities of Tenant in any manner which violates the letter or spirit of any code of ethics adopted by any recognized association or organization pertaining thereto or use the name of the Building for any purpose other than that of the business address of Tenant.

11.    Except as provided in this Lease, no sign, placard, picture, name, advertisement or notice, visible from the exterior of any Lessee’s premises shall be inscribed, painted, affixed, or otherwise displayed by any Lessee on any part of the Building without the prior written consent of Lessor. If Lessor shall have given such consent at any time, such consent shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Lessor and shall not be construed as dispensing with the necessity of obtaining specific written consent of Lessor with respect to each and every other sign, placard, picture, name, advertisement or notice. Lessor will adopt and furnish to Lessee general guidelines relating to signs on the office floors. Lessee agrees to conform to such guidelines, but may request approval of Lessor for modifications, which approval will not be unreasonably withheld. All approved signs or lettering on doors shall be printed, painted, affixed or inscribed at the expense of the Lessee by a person approved by Lessor, which approval will not be unreasonably withheld.

12.    The directory of the Building will be provided for the display of the name and location of Lessees, any Affiliate of any Lessee, as defined in the Lease, and a reasonable number of the principal officers and employees of such persons, and Lessor reserves the right to exclude any other names therefrom. Any additional name which Lessee shall desire to place upon said directory must first be approved by Lessor, and, if so approved, a charge will be made therefor.

13.    The drinking fountains, lavatories, water closets and urinals shall not be used for any purpose other than those for which they were installed.

14.    No awnings or other projections over or around the windows or entrances of the Demised Premises shall be installed by any tenant. No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with any window or door of the Premises without the prior written consent of the Landlord. Tenant shall not make any changes which will alter the Building’s appearance from the outside of the Building without prior written consent of the Lessor.

15.    Rooms or other areas used in common by tenants shall be subject to such regulations as are posted therein.

16.    Landlord is not responsible to any tenant for the non-observance or violation of the Rules and Regulations by any other tenant.

17.    Landlord reserves the right by written notice to Tenant, to rescind, alter or waive any rule or regulation at any time prescribed for the Building when, in Landlord’s judgment, it is necessary, desirable or proper for the best interest of the Building and its tenants. Waiver by Lessor shall not be construed as a waiver of such Rules and Regulations in favor of any other Lessee or Lessees, and shall not prevent Lessor from thereafter enforcing any such Rules and Regualations against any or all of the Lessees of the Building.

18.    The Tenant shall not exhibit, sell or offer for sale on the Premises or in the Building any article or thing except those articles and things essentially connected with the stated use of the Premises by the Tenant without the advance consent of the Landlord. Nor shall any Lessee carry on, or permit or

-2-

allow any employee or other person to carry on, the business of stenography, typewriting or any similar business in or from the premises for the service or accommodation of occupants of any other portion of the Building, nor shall the premises of any Lessee be used for manufacturing of any kind, or any business or activity other than that specifically provided for in such Lessee’s lease.

19.    The Tenant shall never use any picture or likeness of the Building in any circulars, notices, advertisements or correspondence without the Landlord’s consent.

20.    The Tenant shall cooperate fully with the Landlord to assure the effective operation of the Building’s air conditioning system. If Tenant shall so use the Premises that noxious or objectionable fumes, vapors and odors exist beyond the extent to which they are discharged or eliminated by means of the flues and other devices contemplated by the various plans, specifications and leases, then Tenant shall, provide proper ventilating equipment for the discharge of such excess fumes, vapors and odors so that they shall not enter into the air conditioning system or be discharged into other vents or flues of the Building or annoy any of the tenants of the Building or adjacent properties. The design location and installation of such equipment shall be subject to Landlord’s approval.

21.    The Premises shall not be used for the storage of merchandise held for sale to the general public or for lodging. No cooking shall be done or permitted by the Lessee on the premises except in that area or those areas in which cooking and food preparation facilities are in-stalled and operated under, pursuant to, and in accordance with, all applicable Federal, State and City laws, codes, ordinances, rules and regulations. The operation of any food service facility by the Lessee or a concessionaire of the Lessee shall be restricted to use by employees of the tenant and any Affiliate thereof and their invited guests and shall not be available for use by the general public. Use by the Lessee of Underwriters’ Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar beverages shall be permitted in areas other than those specifically designated for food service, provided that such use is in accordance with all applicable Federal, State and City laws, codes, ordinances, rules and regulations.

22.    All loading and unloading of merchandise, supplies, materials, garbage and refuse shall be made only through such entryways and elevators and at such times as the Landlord shall designate. In its use of .the loading areas in the basement, the Tenant shall not obstruct or permit the obstruction of said loading area and at no time shall park or allow its officers, agents or employees to park vehicles therein except for loading or unloading.

23.    There shall not be used or kept anywhere in the Building by any tenant or persons or firms visiting or transacting business with a tenant any hand trucks, or other vehicles of any kind except those equipped with rubber tires and side guards.

24.    The Tenant shall not contract for any work or service which might involve the employment of labor incompatible with the Building employees or employees of contractors doing work or performing services by or on behalf of the Landlord.

25.    No Lessee shall employ any person, or persons other than the janitor of Lessor for the purpose of cleaning the premises, unless otherwise agreed to by Lessor in writing. Except with the written consent of Lessor, no person or persons other than those approved by Lessor shall be permitted to enter the Building for the purpose of cleaning the same. No Lessee shall cause any unnecessary labor by reason of such Lessee’s carelessness or indifference in the preservation of good order and cleanliness. Lessor shall in no way be responsible to any Lessee for any loss of property on the premises, or for any damage done to the furniture or other effects of any Lessee by the janitor or any other employee or any other person, except when such loss or damage is caused by the negligence or wilful act of Lessor, its agent or employee. Janitor service shall include ordinary dusting and cleaning by the janitor assigned to such work

-3-

and shall not include beating of carpets or rugs or moving of furniture or other special services. Janitor service will not be furnished on nights when rooms are occupied after 9:30 P.M. unless, by agreement in writing, service is extended to a later hour for specifically designated rooms.

26.    No Lessee shall install any radio or television antenna, loud-speaker, or other device on the roof or exterior walls of the Building, without the prior written consent of Lessor.

-4-

EX-10.26

Exhibit 10.26

AMENDMENT TO LEASE

(LEVI STRAUSS BUILDING)

SAN FRANCISCO, CALIFORNIA

BLUE JEANS EQUITIES WEST

(Lessor)

and

LEVI STRAUSS & CO.

(Lessee)

January 1, 1998

TABLE OF CONTENTS

		Page
1.	Defined Terms		1
2.	Extension of Lease Term		1
3.	Additional Options to Extend the Lease		1
4.	Rent		4
5.	Lessee’s Alterations and Improvements		9
6.	Holding Over		12
7.	Parking		13
8.	Subordination and Attornment; Non-Disturbance Agreement		13
9.	Environmental Matters		14
10.	Environmental Casualty		16
11.	Right of First Offer		17
12.	Signage		20
13.	Notices		21
14.	Rules and Regulations		21
15.	No Use of Lessee’s Cafeteria by the General Public		21
16.	Liability of Equitable		21
17.	Amendments		22
18.	Relation to Lease		22
19.	Successors and Assigns		22
20.	Attorneys’ Fees		22
21.	Applicable Law		22
22.	Time of the Essence		22
23.	Counterparts		22

List of Schedules 24

Schedule 4(c)	Calculation of Rental Rate of Comparable Leases as Adjusted for Tenant Improvements
Schedule 9(e)	List of Environmental Reports and Disclosures
Schedule 11(c)	List of Existing Superior Rights of Superior Right Holders

-i-

AMENDMENT TO LEASE

(Levi Strauss Building)

THIS AMENDMENT TO LEASE (this “Amendment”) by and between BLUE JEANS EQUITIES WEST (“Lessor”) and LEVI STRAUSS & CO. (“Lessee”), is dated as of the 1st day of January, 1998.

This Amendment is based upon the following facts and circumstances:

A.    Lessor and Lessee are currently parties to that certain Lease, dated as of July 31, 1979, as amended by that certain Letter of Understanding (“LOU”), dated as of June 28, 1984 (collectively, the “Lease”), covering those certain premises (the “Premises”) in the Levi Strauss Building (the “Building”) located in that certain complex commonly known as Levi’s Plaza, in San Francisco, California (“Levi’s Plaza”), all as more particularly described in the Lease;

B.    Pursuant to the terms and conditions of the Lease, Lessee has successive options to extend the Lease term for option terms extending through December 31, 2079. Lessee now desires to exercise its first option to extend, extending the term of the Lease to December 31, 2012, upon the terms and conditions provided in the Lease, as modified by this Amendment and that certain “Memorandum of Understanding (Levi Strauss Building)” and “Work Agreement (Levi Strauss Building)”, each dated contemporaneously herewith, by and between Lessor and Lessee (collectively, the “Extension Documents”); and

C.    In addition to the aforesaid exercise of Lessee’s option and the extension of the term of the Lease pursuant thereto, Lessor and Lessee desire to enter into the Extension Documents to address ambiguities and provisions in the Lease about which the parties have had questions or conflicts, with the intent that, going forward, ambiguities, questions and conflicts can be minimized.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as of January 1, 1998 (the “Effective Date”), the Lease is hereby amended as set forth below:

1.    Defined Terms. As used herein, the term “Property” shall mean the Building and the land described in Exhibit A to the Lease. Any other capitalized items used herein and not otherwise defined herein shall have the same meanings as set forth in the Lease.

2.    Extension of Lease Term. Lessee hereby exercises its option to extend the term of the Lease pursuant to Paragraph 6.1 thereof, and Lessor and Lessee hereby agree that, notwithstanding anything to the contrary contained in Paragraphs 4.1 or 6.1 or elsewhere in the Lease, the term of the Lease is hereby extended to December 31, 2012.

3.    Additional Options to Extend the Lease.

(a)    Lessor and Lessee have agreed that the manner in which Lessee shall exercise its renewal options under the Lease shall be as described in this Paragraph 3, provided, however, that, in any event, consistent with the limit of the term provided in Paragraph 6.1 of the Lease, Lessee’s renewal options shall not extend the term of the Lease beyond December 31, 2079. Lessee’s rights to extend the term as provided in this Paragraph 3 shall be personal to Lessee and shall not be assignable by Lessee nor included in any rights of any sublessee from Lessee, provided, however, that Lessee may assign its rights to extend the term in connection with an assignment of the Lease to an Affiliate or a

1

Permitted Assignee (as defined in the Memorandum of Understanding (Levi Strauss Building)) and Lessee may grant a sublessee an option to extend contingent upon Lessee’s exercise of its right to extend as provided hereunder if, on the date Lessee exercises an option to extend and on the date the respective option term commences, Lessee occupies not less than three hundred fifty thousand (350,000) rentable square feet of space in Levi’s Plaza. Lessee’s rights to extend the term as provided in this Paragraph 3 shall further be subject to the following conditions precedent: (i) Lessee shall be-entitled to exercise an option to extend the Lease as to the entire Premises covered thereby only if, on the date Lessee exercises such option to extend and on the date the respective option term commences, Lessee occupies not less than three hundred fifty thousand (350,000) rentable square feet of space in Levi’s Plaza, and if Lessee occupies less than 350,000 rentable square feet of space in Levi’s Plaza on either of the aforesaid dates, Lessee shall not be entitled to extend this Lease as to the entire Premises but shall only be entitled to exercise such right to extend the term as to the actual amount of rentable square feet in the Building occupied by Lessee, subject, however, to the right of Lessor to relocate Lessee pursuant to the terms and conditions of Paragraph 3(c) below; and (ii) Lessee shall not be in default under the Lease beyond any applicable cure periods either on the date Lessee exercises its option to extend or the date on which the respective option term commences. For purposes of this Paragraph 3(a) and Paragraphs 3(c) below, space shall be deemed “occupied” by Lessee if, and only if, on the date Lessee exercises its option to extend and on the date the respective option term commences, (A) such space is leased to Lessee (and, except as permitted in the following clause (B), such space will not, as of the date the respective option term commences, be subject to a sublease or assignment by Lessee or any other form of occupancy agreement between Lessee and any third party), or (B) such space is subleased or assigned by Lessee to a Permitted Assignee, an Affiliate or a Lessee Contractor (as defined in the Memorandum of Understanding (Levi Strauss Building)). Lessee shall have seven (7) additional options to extend the term of the Lease, and the first six (6) additional options shall each be for a term of ten (10) years and the seventh (7th) additional option shall be for a term of seven (7) years (each, including the first such extension exercised in this Amendment to Lease, an “Option Term”), with rental adjustments for each Option Term as provided in Paragraph 4 of this Amendment, but otherwise upon all the terms, covenants, agreements and conditions herein contained. Each option shall be exercisable by written notice from Lessee to Lessor not less than eighteen (18) months and not more than twenty-four (24) months prior to the expiration of the then effective term of this Lease. In the event an option to extend the Lease is exercised in a timely fashion, the Lease shall be extended for the Option Term upon all of the terms and conditions of the Lease, provided, however, that the Base Rent for each Option Term shall be an amount equal to one hundred percent (100%) of the then fair market rental value of the Premises as determined pursuant to Paragraph 4(c) of this Amendment, and the Base Rent and Lessee’s Percentage of Taxes and Operating Expenses shall be adjusted as necessary to reflect any increase or decrease in the aggregate number of rentable square feet occupied by Lessee.

(b)    Prior to the commencement of the next Option Term (commencing on January 1, 2013), if any, Lessor and Lessee shall each have the one time right to elect to have an architect, duly licensed in California and reasonably approved by the non-requesting party, verify the rentable area of the Premises. The measurement of the Premises shall be at the sole cost and expense of the requesting party. The architect shall measure the Premises in accordance with the Standard Method for Measuring Floor Area in Office Buildings published by BOMA, ANSI/BOMA 765.1-1996 (the “1996 BOMA Standard”, provided that if the 1996 BOMA Standard is replaced by a successor BOMA standard method, the successor standard method published by BOMA (or any comparable successor organization) most recently prior to the commencement of the next Option Term (commencing on January 1, 2013) shall be used (the “Remeasurement Standard”)) and certify its measurement of the rentable area. If such measurement reflects a rentable area of the Premises different from that set forth in Paragraph 2 of the Memorandum of Understanding (Levi Strauss Building) and such certified measurement is approved by the parties, then effective upon the commencement of the next Option Term, the rentable area of the Premises shall be adjusted upward or downward as may be appropriate, and the Base Rent and Additional

2

Rent payable by Lessee shall be adjusted accordingly. In addition, effective upon the commencement of the first Option Term, the references in Paragraph 3(a) above and Paragraphs 3(c), 11(f) and 12 below to “three hundred fifty thousand (350,000) rentable square feet” shall be modified to be a number equal to the total rentable square feet of the Levi Strauss Building as determined pursuant to the provisions of this Paragraph 3(b). In the event Lessor and Lessee do not agree upon the aforesaid certified measurement and are unable to reach agreement upon the proper measurement of the Premises within thirty (30) days from receipt of such certification, the dispute shall be resolved pursuant to the dispute resolution process of subparagraph 4(g) below, modified to substitute “appraisers” with “architects” who are duly licensed in California with at least ten (10) years professional experience. If the dispute resolution process substantially confirms the measurement by the original architect, the party challenging the measurement by the original architect shall pay the cost of the original architect.

(c)    Notwithstanding anything to the contrary contained herein, in the event that Lessee occupies less than 350,000 rentable square feet of space in Levi’s Plaza on the date Lessee exercises its option to extend or on the date the respective Option Term commences, Lessor shall have the right to relocate all of Lessee’s space in the Building to (i) the lower floors of the Building if Lessee occupies three (3) or less full floors in the Building (but not less than one (1) full floor) on either of the aforesaid dates, and (ii) other space within Levi’s Plaza (excluding for this purpose, the building located at 1355 Sansome Street, commonly known as the “Saddleman Building”) if Lessee occupies less than one (1) full floor in the Building on either of the aforesaid dates; provided, however, that Lessor’s right to relocate Lessee shall be subject to the following conditions: (A) the number of net rentable square feet so substituted shall not materially vary from the number of net rentable square feet that Lessee would occupy if the Premises were not relocated; (B) the substituted premises shall be contiguous space; and (C) Lessor shall build-out the substituted premises and shall pay all expenses reasonably incurred by Lessee in connection therewith, including without limitation, reasonable actual space planning, programming and construction expenses related to improving and decorating the substituted premises, so that it will be substantially comparable to the Premises in utility, appearance and amenities, Lessee’s reasonable incidental costs (such as, for example, overtime or additional or temporary personnel charges) in connection with such relocation, reasonable actual costs of replicating Lessee’s communications and computer wiring and systems in the substituted premises, and the reasonable actual costs of moving Lessee’s furniture and equipment to the new premises in a manner that does not substantially interfere with the conduct of Lessee’s business. Lessee shall not be required to accept materially inferior space as substituted premises. Lessor shall deliver to Lessee written notice of its election to relocate Lessee no later than: (x) sixteen (16) months prior to the expiration of the then effective term of the Lease in the event that Lessee occupies three (3) or less full floors in the Building on the date Lessee exercises its option to extend, or (y) two (2) months after the commencement of the applicable Option Term in the event that Lessee occupies three (3) or less full floors in the Building on the date the applicable Option Term commences. With respect to any proposed relocation pursuant to the foregoing clause (x), Lessee shall be required to relocate within ninety (90) days after receipt of notice from Lessor designating such substituted premises; provided, however, in no event shall such relocation be earlier than the end of the then-current Term of the Lease or later than fifteen (15) months after the commencement of the applicable Option Term, unless otherwise agreed by Lessor and Lessee in writing. With respect to any proposed relocation pursuant to the foregoing clause (y), Lessee shall be required to relocate to the substitute premises within ninety (90) days after receipt of notice from Lessor designating such substituted premises; provided, however, in no event shall such relocation be later than fifteen (15) months after the commencement of the applicable Option Term, unless otherwise agreed by Lessor and Lessee in writing. Notwithstanding the foregoing, Lessee shall not be required to relocate under this Paragraph 3(c) if either (i) Lessor fails to give timely notice to relocate pursuant to the terms and conditions of this Paragraph, or (ii) Lessor fails to give Lessee notice designating the substituted premises either concurrently with the notice to relocate, or if later, at any time within the period commencing three (3) months prior to the commencement of the applicable Option Term and expiring twelve (12) months after the commencement

3

of the applicable Option Term, or (iii) the substitute premises are not substantially completed and delivered to Lessee within thirty (30) days after the required relocation date under clause (x) or (y) above, as applicable. Lessor agrees to use its best efforts to accomplish relocation on a single weekend, and Lessor further agrees that if, following Lessor’s substantial completion and delivery of the substituted premises, the relocation of Lessee to substitute premises pursuant to this Paragraph 3(c) causes a substantial interference with or disruption of Lessee’s use and occupancy of the substituted premises so as to prevent or materially and adversely interfere with the conduct of Lessee’s business therein, Lessee shall have the right to a rental credit equal to one day’s Base Rent for each business day that Lessee is unable to conduct its business in the substituted premises; provided, however, in no event shall any such rent credit exceed an amount equal to ten (10) day’s Base Rent.

If the Premises are relocated pursuant to this Paragraph 3(c), this Lease and every term, covenant and condition hereof shall remain in full force and effect and thereupon be deemed applicable to the new premises, provided, however, that the Base Rent for the substituted premises upon the commencement of the applicable Option Term or the relocation date, as applicable, shall be ninety-seven percent (97%) of Fair Market Rental Value (as defined in Paragraph 4 below) for such Option Term, determined as provided in Paragraph 4 below, and the Base Rent and Lessee’s Percentage of Operating Expenses and Taxes shall be adjusted as necessary to reflect any increase or decrease in the aggregate number of rentable square feet contained in the new premises, and Lessor and Lessee shall promptly execute a document confirming such adjustments. In the event that Lessee exercises additional options for the so-called “substituted premises”, the Base Rent for any and all such additional Option Terms shall be ninety-seven percent (97%) of Fair Market Rental Value, determined as provided in Paragraph 4 below.

4.    Rent.

(a)    During the period commencing as of January 1, 1998, and expiring on December 31, 2012 (the “First Extended Lease Term”), the Base Rent payable by Lessee shall be as follows:

(i)    For the period January 1, 1998, through December 31, 2002, the sum of Nine Million Four Hundred Forty-One Thousand One Hundred Forty-Eight and No/100 Dollars ($9,441,148) per year, payable as otherwise provided in the Lease in equal monthly installments of Seven Hundred Eighty-Six Thousand Seven Hundred Sixty-Two and No/100 Dollars ($786,762) (provided, however, that as a concession to Lessee to defray a portion of the costs to be incurred by Lessee in constructing improvements to the Premises, Lessor agrees that Lessee shall not pay any Base Rent for the months of January through March, 1998 (the “1998 Base Rent Abatement”) but, during such period, Lessee shall be responsible for payment of Lessee’s Percentage of the Taxes and Operating Expenses incurred by Lessor during such period);

(ii)    For the period January 1, 2003, through December 31, 2007, the sum of Eleven Million Two Hundred Fifteen Thousand One Hundred Thirty-Three and No/100 Dollars ($11,215,133) per year, payable as otherwise provided in the Lease in equal monthly installments of Nine Hundred Thirty-Four Thousand Five Hundred Ninety-Four and No/100 Dollars ($934,594); and

(iii)    For the period January 1, 2008, through December 31, 2012, the sum of Thirteen Million Three Hundred Forty-Three Thousand Nine Hundred Fifteen and No/100 Dollars ($13,343,915) per year, payable as otherwise provided in the Lease in equal monthly installments of One Million One Hundred Eleven Thousand Nine Hundred Ninety-Three and No/100 Dollars ($1,111,993).

4

The aforesaid rental schedule is based upon and reflects Lessee’s agreement that, from and after January 1, 1998, Lessee shall be responsible, at its sole cost and expense, for directly contracting and paying for all utilities (including, without limitation, electricity, gas, water, sewer and scavenger services) and janitorial services provided to Lessee, and Lessee shall directly contract with such utility or service provider for such utilities and janitorial services and shall pay directly to such utility or service providers all fees, charges and other costs billed or incurred in connection therewith.

(b)    During the First Extended Lease Term, for purposes of determining annual adjustments to the Base Rent pursuant to Paragraph 5.4 of the Lease, the Base Year for Operating Expenses shall be the calendar year 1998 and the Base Tax Year shall be the July 1, 1998 – June 30, 1999 Tax Year (as defined in the Memorandum of Understanding (Levi Strauss Building)).

(c)    During each additional Option Term specified in Paragraph 3 above, the Base Rent for such Option Term shall be an amount equal to one hundred percent (100%) of the then fair market rental value of the Premises (the “Fair Market Rental Value”). As used herein, Fair Market Rental Value shall mean the rental rate for the Premises in their “as is” condition determined by reference to the weighted average monthly amount per rentable square foot, including, without limitation, base rent, additional rent and all other monetary payments and rent escalations, that a willing tenant has agreed to pay and a willing landlord has agreed to accept, in an arms length transaction, for space in the Comparable Buildings (as defined in subparagraph 4(c)(i) below) leased pursuant to Comparable Leases (as defined in subparagraph 4(c)(ii) below), and taking into consideration the additional factors set forth in subparagraphs 4(c)(iii) and 4(c)(iv) below to the extent provided therein:

(i)    For purposes hereof, the “Comparable Buildings” shall mean the following office buildings located in downtown San Francisco which shall be the only office buildings other than the Premises considered for purposes of determining Fair Market Rental Value and, within each such respective building, except as otherwise expressly set forth in this Paragraph 4(c), consideration shall be given only to the particular allowed floors described below:

Buildings	Allowed Floors	Rental Rate Discount
1)  Hills Plaza	Floors 2 through Top Floors	None
2)  One Maritime Plaza	Floors 2 through 12	5%
3)  Embarcadero Center I	Floors 5 through 20	None
4)  Embarcadero Center II	Floors 2 through 15	None
5)  Embarcadero Center III	Floors 2 through 15	None
6)  Embarcadero Center IV	Floors 2 through 20	10%
7)  Bank of America Plaza  (555 California Street)	Floors 2 through 26	10%

In addition, with respect to any Comparable Lease located within a Comparable Building for which a discount is specified in the foregoing table, the rental rate determined to apply to such Comparable Lease, after taking into consideration the additional factors set forth in subparagraphs 4(c)(iii) and 4(c)(iv) below (to the extent provided therein), shall, for comparison purposes, be adjusted by applying the percentage discount specified in the foregoing table. Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that the Comparable Buildings, the allowed floors, and rental rate discounts specified in the foregoing table have been agreed upon by the parties after consideration of and

5

with an appropriate adjustment relating to each Comparable Building’s location, views, and building appeal (the “Predetermined Comparison Factors”), and in determining the rental rate of any Comparable Lease and comparing the Comparable Leases to this Lease, the Predetermined Comparison Factors shall not be either reexamined or taken into further consideration.

(ii)    For purposes hereof, “Comparable Leases” shall mean fully executed leases for premises utilized for office purposes, located entirely or substantially entirely within the allowed floors of the Comparable Buildings as set forth in the foregoing table above, and including at least one full floor and not less than forty thousand (40,000) rentable square feet (excluding areas subject to expansion options), with lease execution dates within the Comparison Period (as defined below) and lease-term commencement dates within the period specified below, for a term not less than eight (8) years and not more than twelve (12) years (excluding extension or renewal options); but excluding any leases that are (A) sublease transactions, (B) transactions involving a tenant that owns an equity interest in the landlord or in the Comparable Building, or (C) transactions that are renewals or extensions or expansions of an existing lease that are not based on a fair market rental determination (it being understood that an expansion transaction shall be considered only if it is based on a fair market rental determination and either (a) the expansion space alone is above the minimum size threshold specified above, or (b) the expansion space is included as a part of a larger transaction in which the aggregate space is above the minimum size threshold specified above). Comparable Leases shall have been executed within the twelve (12) month period prior to the commencement of the Option Term (the “Comparison Period”) and shall provide for the commencement date to occur within thirty (30) months after the date of execution. If there are fewer than six (6) Comparable Leases satisfying all of the foregoing criteria specified in this subparagraph 4(c)(ii), then the Comparison Period shall be expanded in steps of two (2) months, for each step adding one month at each end of the Comparison Period (providing the maximum Comparison Period shall be twenty-four (24) months), until there are at least six (6) leases that satisfy the foregoing criteria, or the maximum Comparison Period is reached. If the maximum Comparison Period has been reached and there continue to be fewer than six (6) leases that satisfy all of the foregoing criteria, then the original twelve (12) month Comparison Period shall be reinstated subject to expansion as specified above and the forty thousand rentable square foot minimum size threshold specified above shall be reduced in one thousand (1,000) rentable square foot increments until a total of six (6) Comparable Leases have been identified (including all the Comparable Leases of forty thousand (40,000) rentable square feet or more previously identified in the originally expanded Comparison Period), provided, however, in no event shall a lease of less than twenty thousand (20,000) rentable square feet be used. For example, in the event that only three (3) Comparable Leases are identified in the originally expanded Comparison Period, the original twelve (12) month Comparison Period shall be reinstated and the minimum size threshold shall be reduced in one thousand (1,000) rentable square foot increments until three (3) additional Comparable Leases are identified or it is determined that there are no Comparable Leases of twenty thousand (20,000) rentable square feet or more; if a total of three (3) additional Comparable Leases has not been so identified in the original Comparison Period, then the Comparison Period shall be expanded in two (2) month increments as described above, and for each two (2) month increment, the minimum size threshold shall be reduced in one thousand (1,000) rentable square foot increments until the total of three (3) additional Comparable Leases has been identified. All Comparable Leases, including any “new” Comparable Leases (i.e., those not yet executed at the beginning of the process of determining Fair Market Rental Value subsequently executed during such process), satisfying all of the foregoing criteria specified in this subparagraph 4(c)(ii) may be considered by the parties and the appraisers until such time as there is a final determination of the Fair Market Rental Value. Leases in the Comparable Buildings that are not Comparable Leases shall not be considered without the prior consent of each of Lessor and Lessee.

6

(iii)    To assure that the Fair Market Rental Value reflects the adjustments agreed upon by the parties (disregarding the Predetermined Comparison Factors and any brokerage commissions paid in connection with the Comparable Leases), the parties and/or appraisers shall make appropriate adjustments to the rental rates of the Comparable Leases after considering the following factors and comparing the Comparable Leases to this Lease:

(A)    the rental rate of any Comparable Lease shall be adjusted to account for any differences, if any, between such Comparable Lease and this Lease with respect to the base years for operating expenses, taxes, and other payments;

(B)    if a tenant under a Comparable Lease is receiving free rent, landlord lease assumption payments or allowances, moving expenses and/or other customary and ordinary material economic office rental market concessions and inducements, the rental rate of such Comparable Lease shall be adjusted to account for the amortized portion of the rental attributable to such concessions and inducements;

(C)    if the base rent of a Comparable Lease includes payment by the landlord for utilities, janitorial services or other material expenses for standard office hour usage, and such expenses are directly contracted for and paid by Lessee under this Lease, then the rental rate of such Comparable Lease shall be adjusted to account for the portion of the rental attributable to such expenses;

(D)    if a tenant under a Comparable Lease is receiving parking allowances or parking rights in a proportionately greater or lesser amount than the parking allowances or parking rights provided to Lessee under this Lease, then the rental rate of such Comparable Lease shall be adjusted to account for the portion of the rental attributable to such greater or lesser benefit being provided to the tenant under said Comparable Lease (provided, that parking rights afforded Lessee under the Ice House Agreement shall not be taken into consideration);

(E)    the rental rate of any Comparable Lease shall be adjusted to account for any differences between a “Comparable Lease Tenant Improvement Package” granted to a tenant under a Comparable Lease, and the “Adjusted Value of the Premises’ Tenant Improvements”, which adjustment, if any, shall be determined in accordance with the provisions contained in Schedule 4(c) attached hereto;

(F)    if the rentable square footage of a Comparable Lease premises has been established utilizing a measurement standard other than the Remeasurement Standard, the rental rate of such Comparable Lease shall be adjusted (either up or down) to be equivalent to the rental rate per rentable square foot that would result in the same total base rent amount if the Remeasurement Standard had instead been utilized to calculate the rentable square footage of such Comparable Lease premises; and

(G)    any other material and relevant factor that, in a good faith determination of the Fair Market Rental Value, should fairly and reasonably be taken into account, excluding the Predetermined Comparison Factors and any brokerage commissions paid in connection with the Comparable Leases.

(iv)    Whenever it is necessary or appropriate to utilize a discount rate in connection with the determination of Fair Market Rental Value pursuant to this Paragraph 4(c), the parties and/or appraisers shall agree upon and use a discount rate that is reasonably appropriate under the then-prevailing market conditions.

7

(d)    Notwithstanding anything in subparagraph 4(c) to the contrary, in no event shall the Base Rent for any Option Term be less than the Adjusted Base Rent in effect for the term ending immediately prior to such Option Term. The Base Year for Operating Expenses for each Option Term shall be the calendar year in which such Option Term commences and the Base Tax Year shall be the Tax Year that commences in the first calendar year of the Option Term.

(e)    During the Comparison Period and until such time as the Fair Market Rental Value has been finally determined for the Option Term, each party shall promptly give the other full access to all written information that it has concerning the Comparable Leases, including, without limitation, copies of lease agreements. Each party shall agree to appropriate and reasonable confidentiality agreements preserving the confidentiality of shared information.

(f)    Not later than six (6) months prior to the commencement of the Option Term in question, Lessor shall notify Lessee in writing of Lessor’s determination of the Base Rent for such Option Term, based on the provisions of subparagraph 4(c) above (“Lessor’s Rent Notice”). Lessor’s notice may be accompanied by Lessor’s summary of any Comparable Leases relied upon by Lessor and any adjustments made to the rentals therein by Lessor. Lessor and Lessee shall, no later than thirty (30) days after Lessee’s receipt of Lessor’s Rent Notice, meet and confer regarding Lessor’s determination of Fair Market Rental Value. If Lessee does not agree with Lessor’s determination of Fair Market Rental Value and the parties are unable to agree on an alternative determination, then, within sixty (60) days after Lessee’s receipt of Lessor’s Rent Notice, Lessee shall have the right either to (i) accept Lessor’s statement of Base Rent as the Base Rent for the Option Term, or (ii) elect to determine the Fair Market Rental Value pursuant to an appraisal process to be conducted pursuant to the provisions of subparagraph 4(g) below (the “appraisal”). Failure on the part of Lessee to elect such appraisal process within such sixty (60) day period shall constitute acceptance of the Base Rent for the Option Term as determined by Lessor. If Lessee elects to determine the Fair Market Rental Value pursuant to the appraisal process, the appraisal shall be concluded within sixty (60) days after the date of Lessee’s election, subject to extension for an additional thirty (30) day period if a third appraiser is required and does not act or is not able to act in a timely manner and/or as necessary to allow for expansion of the Comparison Period as set forth in subparagraph 4(c)(ii) above. To the extent that the appraisal has not been completed prior to the expiration of any preceding period for which Base Rent has been determined, Lessee shall pay Base Rent at the rate applicable during such preceding period, with an adjustment to be made once Fair Market Rental Value is ultimately determined by such appraisal, as provided herein.

(g)    In the event that Lessee elects to determine the Fair Market Rental Value pursuant to an appraisal process, the appraisal shall be conducted as follows:

(i)    Lessee shall make a demand for an appraisal in writing within sixty (60) days after receipt of Lessor’s Rent Notice given under Paragraph 4(f) above, specifying therein the name and address of the person to act as the appraiser on its behalf. The appraiser shall be qualified as a real estate appraiser (and shall be a member of the American Institute of Real Estate Appraisers (MAI) or any comparable successor organization) with at least ten (10) years professional experience and shall be familiar with the rental value of first-class commercial office space in the San Francisco financial and north waterfront districts. Failure on the part of Lessee to make a proper demand and appointment in a timely manner for such appraisal shall constitute a waiver of the right thereto; provided, however, that no technical defect (including, without limitation, any dispute concerning the qualifications of an appraiser) in a notice that timely and fairly advises Lessor that Lessee demands an appraisal shall be a waiver. Within seven (7) days after the service of the demand for such appraisal, Lessor shall give notice to Lessee, specifying the name and address of the person designated by Lessor to act as the appraiser on its behalf who shall be similarly qualified. Failure on the part of Lessor to make such appointment in a timely manner shall constitute a waiver of the right thereto, in which event appointment of party appraisers shall be deemed complete; provided, however, that no technical defect (including, without limitation, any dispute concerning the qualifications of an appraiser) in a notice that timely and fairly advises Lessee of Lessor’s appointment of an appraiser shall be a waiver.

8

(ii)    In the event that two appraisers are chosen pursuant to subparagraph 4(g)(i) above, the appraisers so chosen shall, within thirty (30) days after the second appraiser is appointed, determine the Fair Market Rental Value. In connection therewith, the appraisers shall each view the Premises and the premises pertaining to the Comparable Leases and shall meet and confer with each other about the Fair Market Rental Value. If the two appraisers are unable to agree upon a determination of Fair Market Rental Value within such thirty (30) day period, they, themselves, shall appoint a third appraiser, who shall be a competent and impartial person with qualifications similar to those required of the first two appraisers pursuant to subparagraph 4(g)(i) above. In the event they are unable to agree upon such appointment within three (3) days after expiration of said thirty (30) day period, the third appraiser shall be selected by the parties themselves, if they can agree thereon, within a further period of four (4) days. If the parties do not so agree, then either party, on behalf of both, may request appointment of such a qualified person by the then Presiding Judge of the Superior Court in and for the City and County of San Francisco, pursuant to such procedure as the Presiding Judge shall determine, acting in his private and not in his official capacity, and the other party shall not raise any question as to such Judge’s full power and jurisdiction to entertain the application for and make the appointment.

(iii)    Where the Fair Market Rental Value cannot be resolved by agreement between the two appraisers selected by Lessor and Lessee or settlement between the parties prior to or during the course of the appraisal process, the Fair Market Rental Value shall be determined by the three appraisers within thirty (30) days of the appointment of the third appraiser in accordance with the following procedure: The appraiser selected by each of the parties shall state in writing his or her determination of the Fair Market Rental Value supported by the reasons therefor with counterpart copies to each party. The appraisers shall arrange for a simultaneous exchange of such proposed resolutions. The role of the third appraiser shall be to select which of the two proposed resolutions most closely approximates his or her determination of the Fair Market Rental Value. In connection therewith, the third appraiser may view the Premises and the premises pertaining to the Comparable Leases. The third appraiser shall have no right to propose a middle ground or any modification of either of the two proposed resolutions. The third appraiser shall issue a written statement explaining his or her decision. The resolution he or she chooses as most closely approximating his or her determination shall constitute the decision of the appraisers and be final and binding upon the parties.

(iv)    In the event of a failure, refusal or inability of any appraiser to act, his or her successor shall be appointed by him or her or by the party who appointed said appraiser if the appraiser is unable or unwilling to act, but in the case of the third appraiser, his or her successor shall be appointed in the same manner as provided for appointment of the third appraiser. Any decision in which the appraiser appointed by Lessor and the appraiser appointed by Lessee concur shall be binding and conclusive upon the parties. Each party shall pay the fee and expenses of its respective appraiser and both shall share the fee and expenses of the third appraiser, if any.

5.    Lessee’s Alterations and Improvements. The provisions of this Paragraph 5 are intended to restate the provisions of Paragraph 8.1 of the Lease and are intended hereafter to govern Lessee’s rights to make alterations and improvements to the Premises, and, accordingly, Paragraph 8.1 of the Lease is hereby deleted from the Lease and replaced with the following. Any Alterations hereafter made to the Premises by Lessee shall constitute “Lessee’s Leasehold Improvements” for purposes of the Lease.

9

Lessee shall have the right at any time and from time to time, at Lessee’s sole cost and expense, to remodel, redecorate and make alterations or improvements (collectively, “Alterations”) in and to the Premises; provided, however, that Lessee shall not, without the prior written consent of Lessor, which consent shall not be unreasonably withheld, make any Alterations to the Premises which: (a) will materially affect the structure or structural components of the Building (including by way of illustration but not limitation, the construction of interior stairwells, skylights, dumbwaiters and additional floor supports), the heating, ventilating and air conditioning systems, or any other mechanical, electrical or plumbing systems of the Building, (b) will be visible from the exterior of the Building (excluding Alterations that will not be visible from the exterior of the Building when the window coverings are closed, subject to Lessee’s agreement to keep such window coverings closed upon the request of Lessor), or (c) will be located outside or underneath the Building, (each of said items (a) through (c) are referred to herein as a “Major Improvement” and collectively as the “Major Improvements”). Any and all Alterations made pursuant to this Paragraph shall be done by Lessee at its sole cost and expense and subject to the following conditions:

(i)    Lessee shall submit plans and specifications (the “Plans and Specifications”) for any proposed Alterations costing in excess of Fifty Thousand Dollars ($50,000) to Lessor not less than ten (10) days in advance of the commencement of any construction on the Premises. Unless the Alterations covered by the Plans and Specifications constitute a Major Improvement requiring Lessor’s consent pursuant to the proviso in the first sentence of this Paragraph 5, Lessor’s review of the Plans and Specifications shall only be for Lessor’s own information and Lessor’s approval of the Plans and Specifications shall not be required as a pre-condition for the making of the Alterations by Lessee. For any Alterations requiring Lessor’s consent hereunder, Lessor’s consent shall be deemed granted unless Lessor provides Lessee with written notice of non-approval (including Lessor’s reason(s) therefor) within ten (10) business days after Lessor’s receipt of Lessee’s request for such consent. Notwithstanding whether any Plans and Specifications are reviewed by Lessor, or by Lessor’s architect, engineer or other consultants whether for informational or approval purposes, and notwithstanding any advice or assistance which may be rendered to Lessee by Lessor or Lessor’s architect, engineer or other consultants, Lessor is not in any way warranting or representing that the Plans and Specification are suitable for their intended use or comply with applicable laws and regulations, and Lessor shall have no liability whatsoever in connection with the Plans and Specifications, nor any responsibility for any omissions or errors contained therein.

(ii)    In the event the Alterations proposed by Lessee include any Major Improvement, then, in addition to requiring the prior consent of Lessor as hereinabove provided, the construction of any such Major Improvement by the Lessee shall also be subject to Lessor’s right to require Lessee to remove any such Major Improvement at the expiration or earlier termination of the term of this Lease; provided, however, that Lessor shall, at the time of granting its approval of any such Major Improvement, advise Lessee in writing that such approved Major Improvement must be removed at the expiration or earlier termination of this Lease. Lessee shall not be required to remove: (1) any Alterations not constituting a Major Improvement, or (2) any Major Improvement as to which Lessor did not advise Lessee at the time Lessor granted its approval to the making thereof that Lessee would be required to remove same.

10

(iii)    Lessee shall have the right to construct its own Alterations and to select the general contractor and all subcontractors for any Alterations; provided, however, that Lessee shall select the general contractor and any major subcontractors (including, without limitation, mechanical, plumbing, HVAC, electrical and fire protection subcontractors) from a list of at least three (3) general contractors and a list of major subcontractors, which lists shall be approved by Lessor and Lessee, which approval shall not be unreasonably withheld by either Lessor or Lessee.

(iv)    All Alterations and construction work relating thereto shall comply with all laws, rules, orders, directives, regulations and requirements of all governmental entities having jurisdiction over the Building or over such work, and Lessee shall be responsible for obtaining, at its sole cost and expense, all building and other permits necessary in connection with the Alterations prior to the commencement of any work on the same.

(v)    Lessor shall have the right, during the period of any construction of Alterations hereunder, to review and monitor the progress of such construction, and Lessee shall reimburse Lessor for Lessor’s reasonable costs and expenses actually incurred for the purpose of retaining any third parties to review plans and specifications and other construction documents and monitor the construction of Lessee’s Alterations; provided, however, that Lessee shall not be obligated to reimburse Lessor for any costs attributable to employees of Lessor who are then devoting their services full time to Levi’s Plaza. If requested by Lessor, representatives of Lessor shall be given adequate notice of and shall be entitled to attend regularly scheduled job meetings concerning any Alterations.

(vi)    Lessee shall indemnify, defend and hold Lessor harmless from and against any and all claims, liability, loss or damage whatsoever arising out of or in connection with the construction of any Alterations, except to the extent that the same arise from the negligence or willful misconduct of Lessor, its agents, contractors or employees. Lessor shall have the right, in connection with the approval of any Alterations requiring Lessor’s consent hereunder, to require that Lessee obtain and maintain a performance bond during the period of construction of such Alterations, provided, however, that Lessor shall be responsible, at its sole cost and expense, for the cost of any such performance bond.

(vii)    During the design and construction of any Alterations, Lessee’s architects, designers, contractors and subcontractors shall at all times conduct their work in a manner that does not materially impede or interfere with any other work in any portion of Levi’s Plaza. In addition, Lessee’s architects, designers, contractors and subcontractors shall not materially interfere with any vendors, contractors or agents who are then providing services to Lessor in connection with the Premises, the Building or Levi’s Plaza. Lessor shall notify Lessee in writing of any union contracts entered into by Lessor that Lessor reasonably believes could be violated by Lessee’s contractors or subcontractors (the “Union Contracts”), and Lessee shall use its commercially reasonable efforts and act diligently to insure that its major contractors and subcontractors for any and all Alterations, primary janitorial contractors, and primary utility servicers (excluding minor and/or occasional contractors, subcontractors and servicers) shall not cause the Lessor to be in breach of any Union Contracts at any time during the design or construction of the Alterations. Subject to the foregoing provisions of this subparagraph 5(vii), Lessor agrees that it shall not materially impede or interfere with Lessee’s

11

contractors or subcontractors at any time during the construction of any Alterations (except to the extent that Lessor or its agents or contractors may reasonably be required to take any action necessary to the ongoing operation of the Building, in which event Lessor and its agents and contractors shall use commercially reasonable efforts to minimize any interference with Lessee’s contractors or subcontractors).

(viii)    During the construction of any Alterations, trash removal shall be done continually at Lessee’s cost and expense, and no trash, debris or other waste may be deposited at any time outside the Premises other than in areas which Lessor designates for dumpsters or temporary consolidation of trash prior to collection. Storage of Lessee’s contractors’ and subcontractors’ construction materials, tools and equipment shall be confined within the Premises and in areas designated for such purposes by the general contractor and approved by Lessor. In no event shall any materials or debris be stored outside of the Premises without Lessor’s prior written consent.

(ix)    Within a reasonable period following Substantial Completion of any Alterations work for which plans and specifications were required to obtain a building permit for such work, Lessee shall furnish Lessor with a copy of the “record” plans and specifications showing the changes made to the Premises. As used herein, the term “Substantial Completion” shall mean that the work in question is complete subject only to normal punch list items that do not affect the beneficial use thereof.

(x)    Lessor shall have the right to post in a conspicuous location on the Premises, as well as record within the City and County of San Francisco, a Notice of Nonresponsibility in connection with any Alterations constructed by Lessee hereunder.

6.    Holding Over. Article 17 of the Lease is hereby deleted in its entirety and replaced with the following:

If, with Lessor’s prior written consent, Lessee holds possession of the Premises after expiration of the term or any extended term hereof, Lessee shall become a tenant from month to month upon the terms herein specified but at a monthly rent equivalent to one hundred fifty percent (150%) of the then prevailing monthly Adjusted Base Rent paid by Lessee at the expiration of the term or any extended term hereof pursuant to all of the provisions of this Lease, payable in advance on or before the first day of each month, and Lessee shall give Lessor written notice at least one (1) month prior to the date of termination of such monthly tenancy of its intention to terminate such tenancy. In addition, and notwithstanding any provisions to the contrary contained in this Lease, Lessee shall have the right, upon eighteen (18) months prior written notice to Lessor, to extend the then current term of this Lease for a period of six (6) months upon the terms herein specified but at a monthly rent equivalent to one hundred seventy-five percent (175%) of the aggregate then prevailing monthly Adjusted Base Rent paid by Lessee at the expiration of the then current term hereof pursuant to all of the provisions of this Lease, payable in advance on or before the first day of each month.

12

7.    Parking. Paragraph 31.1 of the Lease is hereby supplemented by adding the following at the end thereof:

In addition to the foregoing rights and Lessee’s parking rights in Levi’s Plaza as set forth in the Ice House Agreement, and notwithstanding any rights of tenants of Building C to park automobiles in the Building’s parking areas, Lessor hereby guarantees to Lessee the continuing right at any time or times during the term of this Lease (including any Option Term) to use up to six (6) parking stalls on a monthly rental basis for parking within the parking areas provided in the Building. Rent shall be payable therefor at the lowest rate then currently charged for reserved parking at the 101 Lombard Street Garage, as such may be adjusted from time to time.

8.    Subordination and Attornment; Non-Disturbance Agreement.

(a)    Subject to the provisions hereof, this Lease, as amended hereby, shall be subject and subordinate to any mortgage, deed of trust, or other hypothecation for security now or hereafter placed upon the Property and to any and all advances made on the security thereof or Lessor’s interest therein, and to all renewals, modifications, consolidations, replacements and extensions thereof. In the event any mortgage or deed of trust to which this Lease is subordinate is foreclosed or a deed in lieu of foreclosure is given to the mortgagee or beneficiary, Lessee shall attorrn to the purchaser at the foreclosure sale or to the grantee under the deed in lieu of foreclosure, provided that, as a condition precedent to such subordination and attornment, such purchaser or grantee shall in an instrument reasonably acceptable to Lessee acknowledge that so long as Lessee is not in default (beyond any applicable cure periods) under the terms of this Lease such purchaser or grantee shall recognize Lessee’s rights as the tenant under this Lease and this Lease shall not be disturbed or affected by any such sale or deed in lieu thereof Lessee agrees to execute any documents which Lessor reasonably considers necessary, and which are in form and substance reasonably acceptable to Lessee, to effectuate such subordination, to make the Lease prior to the lien of any mortgage or deed of trust, or to evidence such attornment.

(b)    In the event any mortgage or deed of trust to which this Lease is subordinate is foreclosed or a deed in lieu of foreclosure is given to the mortgagee or beneficiary, this Lease shall not be barred, terminated, cut off or foreclosed nor shall the rights and possession of Lessee (including, without limitation, the rights of Lessee under this Lease as to the application of the proceeds of casualty or rental interruption insurance or condemnation to rebuild the Premises or improvements therein) be disturbed or superceded by any deed of trust or mortgage if Lessee shall not then be in default in the payment of rental and other sums due under the Lease or otherwise be in default under the terms of this Lease beyond any applicable cure periods, and if Lessee shall attorn to the purchaser or grantee as provided in subparagraph (a) above or, if requested, enter into a new lease for the balance of the term of this Lease upon the same terms and provisions as are contained in this Lease. The provisions of subparagraph (a) above regarding subordination of the Lease to any mortgage or deed of trust or other hypothecation now in existence or hereafter executed are conditioned upon each such senior instrument and any future such instrument containing the commitments specified in this subparagraph (b) and to the execution and recordation of a non-disturbance and attornment agreement in recordable form and otherwise in form and substance reasonably acceptable to Lessor, Lessee and the holder of any such senior instrument, providing that Lessee’s rights under this Lease shall not be terminated or affected so long as Lessee is not in default under the terms of this Lease beyond any applicable cure periods specified under the Lease. With respect to any existing senior instrument, Lessor hereby agrees, within sixty (60) days from execution of this Amendment, to deliver to Lessee a non-disturbance and attornment agreement in form and substance consistent herewith and reasonably acceptable to Lessee, executed by the holder of such senior instrument.

13

9.    Environmental Matters.

(a)    As used herein, the following items shall have the following meanings: “Environmental Activity” means any actual use, storage, treatment, existence, release, emission, discharge, generation, manufacture, disposal or transportation of any Hazardous Materials from, into, on, under or about the Building, the Premises or Levi’s Plaza; “Environmental Requirements” means all present and future federal, state, regional or local laws relating to the use, storage, treatment, existence, release, emission, discharge, generation, manufacture, disposal or transportation of any Hazardous Materials; and “Hazardous Materials” means any chemical, compound, material, mixture, living organism or substance that is now or hereafter becomes defined or listed in, or otherwise classified pursuant to any Environmental Requirement as a hazardous substance, hazardous material, hazardous waste, extremely hazardous waste, infectious waste, toxic substance, toxic pollutant or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity or toxicity, including, without limitation, any polychlorinated biphenyls (PCB’s), asbestos, lead based paint or building materials, radon, petroleum, natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas), and under and/or above ground tanks.

(b)    Lessee shall not engage in nor permit the occurrence of any Environmental Activity at any time, except that Lessee may use on the Premises ordinary and customary office products and cleaning supplies and other materials customarily used in Lessee’s business, all of which are used, stored and removed in compliance with all applicable Environmental Requirements or any other applicable laws or regulations. Lessee shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses, and other governmental and regulatory approvals required under any Environmental Requirements for any Environmental Activity by Lessee, its employees, agents, representatives or contractors, including, without limitation, the discharge of materials or wastes (appropriately treated) into or through any sanitary sewer serving the Building or the Premises, and upon termination of the Lease, Lessee shall cause all of its Hazardous Materials to be removed from the Building and the Premises in accordance with and in compliance with all applicable Environmental Requirements. Upon receipt of written notice thereof, Lessee shall immediately notify Lessor in writing of: any regulatory action that has been instituted, or threatened in writing, by any governmental agency or court with respect to Lessee that relates to any Environmental Activity on, under or about the Premises, Property or Levi’s Plaza by Lessee; any claim relating to any Environmental Activity by Lessee in, on or about the Premises, Property or Levi’s Plaza, or that arises out of or in connection with any Hazardous Materials of Lessee’s in, on, under or about the Premises, Property or Levi’s Plaza or removed from the Premises, Property or Levi’s Plaza; or any actual material release on, under or about the Premises, Property or Levi’s Plaza or any adjacent property of any Hazardous Materials of Lessee’s, except any Hazardous Materials whose discharge or emission is expressly authorized by and in compliance with a permit issued by a federal, state, regional or local governmental agency pursuant to Environmental Requirements. Lessee shall promptly provide Lessor with copies of any notices of violation received by Lessee from federal, state, regional or local governments, agencies or courts with respect to any Environmental Activity or Environmental Requirement applicable to the Premises, Property or Levi’s Plaza.

(c)    Lessor shall not engage in nor permit the occurrence of any Environmental Activity at any time that unreasonably interferes with Lessee’s use of the Premises, the Building or the Exterior Common Areas. Any Environmental Activity conducted by Lessor, its

14

employees, agents, representatives or contractors shall be in compliance with all applicable Environmental Requirements and any other applicable laws or regulations. In connection therewith, Lessor shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses, and other governmental and regulatory approvals required under any Environmental Requirements for any Environmental Activity by Lessor, its employees, agents, representatives or contractors, including, without limitation, the discharge of materials or wastes (appropriately treated) into or through any sanitary sewer serving the Building or the Premises. Upon receipt of written notice thereof, Lessor shall promptly notify Lessee in writing of any regulatory action that has been instituted, or threatened in writing, by any governmental agency or court with respect to Lessor that relates to any Environmental Activity on, under or about the Premises, Property or Levi’s Plaza by Lessor; any claim relating to any Environmental Activity by Lessor in, on or about the Premises, Property or Levi’s Plaza, or that arises out of or in connection with any Hazardous Materials of Lessor’s in, on, under or about the Premises, Property or Levi’s Plaza or removed from the Premises, Property or Levi’s Plaza; or any actual material release on, under or about the Premises, Property or Levi’s Plaza or any adjacent property of any Hazardous Materials of Lessor’s, except any Hazardous Materials whose discharge or emission is expressly authorized by and in compliance with a permit issued by a federal, state, regional or local governmental agency pursuant to Environmental Requirements. Upon receipt of written notice thereof, and in addition to providing Lessee any notices and disclosures that are required pursuant to any applicable Environmental Requirement or by any other applicable laws or regulations, Lessor shall promptly provide Lessee with copies of any notices from federal, state, regional or local governments, agencies or courts with respect to any Environmental Activity or Environmental Requirement applicable to the Premises, Property or Levi’s Plaza.

(d)    Lessee shall indemnify, defend (by counsel reasonably acceptable to Lessor), protect, and hold Lessor and each of Lessor’s officers, directors, shareholders, partners, employees, agents, successors and assigns, free and harmless from and against any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys’ fees) to the extent arising from or caused by (i) an Environmental Activity by Lessee, its employees, agents, representatives or contractors, or (ii) Lessee’s failure to comply with any Environmental Requirement that is applicable to the Building, Premises or Levi’s Plaza as a result of any Environmental Activity thereon by Lessee, its employees, agents, representatives or contractors. Lessor shall indemnify, defend (by counsel reasonably acceptable to Lessee), protect, and hold Lessee and each of Lessee’s officers, directors, shareholders, partners, employees, agents, successors and assigns, free and harmless from and against any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys’ fees) to the extent arising from or caused by (1) an Environmental Activity by Lessor, its employees, agents, representatives or contractors, or (2) Lessor’s failure to comply with any Environmental Requirement that is applicable to the Building, Premises or Levi’s Plaza as a result of any Environmental Activity thereon by Lessor, its employees, agents, representatives or contractors. Lessee’s and Lessor’s obligations under this Paragraph shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any repair, damage or cleanup, removal or remediation action, or detoxification or decontamination of the Building or the Premises, or the preparation and implementation of any closure, remedial action or other plans in connection therewith that are required as a result of any Environmental Activity by Lessor or Lessee, as the case may be, and shall survive the expiration or earlier termination of the term of the Lease. The provisions of this Paragraph shall survive the termination of the Lease.

(e)    Lessor represents and warrants to Lessee that as of the date of this Amendment: (i) to Lessor’s actual knowledge, the only written environmental reports or studies (the “Reports”) in Lessor’s or its managing agent’s possession or reasonable control pertaining to Hazardous Materials in, on, under or about the Premises, Property or Levi’s Plaza, are those Reports listed on Schedule 9(e) attached hereto, copies of which Lessor has delivered to Lessee, and (ii) except as described on Schedule 9(e) or in the Reports listed thereon, to Lessor’s actual knowledge, there has been

15

no Environmental Activity in violation of Environmental Requirements in, on, under or about the Premises, Property, or Levi’s Plaza. For purposes of this subparagraph (e), when the phrase to the “knowledge” of Lessor is used, it shall be deemed to refer solely to the present actual knowledge of Jim Joseph, Gerson Bakar, James M. Piane, Alfred S. Wilsey and Michael D. Franklin as of the date of this Amendment and shall not mean or include or be construed to mean or include any implied, imputed or constructive knowledge of any kind of any or all of said individuals, it being expressly understood and acknowledged by Lessee that said individuals have not made and have no duty, express or implied, to make, any independent investigation or inquiry of any kind whatsoever with respect to the subject matter of the representations and warranty contained in this Paragraph 9(e).

10.    Environmental Casualty.

(a)    As used herein, the following items shall have the following meanings: “Environmental Casualty” shall mean an Environmental Activity, other than an Environmental Activity arising from or caused wholly by Lessee, its employees, agents, representatives or contractors, or to which Lessee, its employees, agents, representatives or contractors materially contributed, which results in (i) a catastrophic event or condition that renders the Building, Premises or Levi’s Plaza or portions thereof inaccessible or unsafe for human habitation (“Catastrophic Event or Condition”), or (ii) an order or finding of a court, agency or other applicable governmental authority (“Government Decree”) (A) requiring Environmental Remediation in, on or about the Building, Premises or Levi’s Plaza, and (B) prohibiting any and all persons from using or accessing the Building, Premises or Levi’s Plaza or portions thereof, and/or (C) identifying the Building, Premises, or Levi’s Plaza or portions thereof as a state or federal “Superfund” site; and “Environmental Remediation” shall mean any investigation, site monitoring, containment, cleanup, removal, restoration or other environmental remediation required in accordance with applicable Environmental Requirements.

(b)    If the Building, Premises or Levi’s Plaza or a portion thereof necessary for Lessee’s access to or business operations at the Building or Premises is affected by an Environmental Casualty, Lessor shall within one hundred eighty (180) days after the occurrence of the Catastrophic Event or Condition or the issuance of the Governmental Decree, as applicable (or within such earlier time as required for the health and safety of occupants of Levi’s Plaza or as otherwise expressly set forth in the Governmental Decree) (the “Investigation Period”), determine what Environmental Remediation is required to remediate the Catastrophic Event or Condition or to comply with the Governmental Decree and the likely length of time that will be required to complete such Environmental Remediation. During the Investigation Period, Lessor shall use commercially reasonable efforts to keep Lessee apprised of its assessments and any material developments regarding the Environmental Remediation. Lessor shall notify Lessee on or before the expiration of the Investigation Period whether the Environmental Remediation can be completed within one (1) year from the expiration of the Investigation Period, and if the Environmental Remediation can be completed within such period, then Lessor shall, at its sole cost and expense, diligently undertake to complete the Environmental Remediation within one (1) year after the expiration of the Investigation Period, subject to extension for Unavoidable Delays. Lessor shall complete the Environmental Remediation in accordance with all Environmental Requirements or as otherwise required under applicable law. Unless otherwise expressly required by Governmental Decree or applicable Environmental Requirement, in no event shall Lessor be obligated to undertake any cleanup other than to attain cleanup standards appropriate to the continuing commercial use of the Premises and Levi’s Plaza, and more stringent cleanup standards imposed with respect to residential or other uses shall not apply. Lessor shall have the sole and exclusive right to negotiate with the applicable agency as to whether or not Environmental Remediation of the Environmental Casualty is required and if so, the standards for such required Environmental Remediation; provided that if Lessee is named or made the subject of or included in any order, directive or the like, then Lessee shall have the right to representation of its interests in connection therewith. Subject to the provisions of Subparagraph (d) below, this Lease

16

shall remain in full force and effect except that an equitable reduction in rent shall be allowed Lessee for such part of the Premises as shall be rendered inaccessible to Lessee or practicably unusable by Lessee in the conduct of its business during the time such portion of the Premises is so inaccessible or unusable. Lessee waives the provisions of California Civil Code sections 1932(2) and 1933(4) or any similar successor statutes or laws with respect to destruction of the Premises. If Lessor notifies Lessee that the Environmental Remediation cannot be completed within one (1) year after the expiration of the Investigation Period, then the rights of the parties shall be as set forth in Paragraph 10(d) below.

(c)    Notwithstanding the foregoing, except to the extent damage thereto is caused by the negligence or willful misconduct of Lessor, its employees, agents, representatives or contractors, Lessor shall have no obligation to repair or restore any of Lessee’s Property and, to the extent permitted by law and provided that Lessor has commenced and is prosecuting any Environmental Remediation required by this Paragraph 10, Lessee shall cause Lessee’s Property to be repaired and restored, provided that Lessee shall have the right (subject to the provisions of Article 8 of the Lease, as amended hereby) to make such changes, deletions, and/or alterations as it may deem fit in the repair and restoration of Lessee’s Property. Lessor shall cooperate with Lessee in the repair and restoration of Lessee’s Property.

(d)    If it is determined pursuant to Paragraph 10(b) above that the Environmental Remediation cannot be completed within one (1) year after the expiration of the Investigation Period and the Environmental Casualty renders the Building or Premises substantially inaccessible to or unuseable for Lessee’s business operations, either party hereto may, by written notice to the other given within sixty (60) days after the expiration of the Investigation Period, terminate this Lease effective as of the date that is ninety (90) days from the date of such notice. If Lessor has undertaken the Environmental Remediation pursuant to Paragraph 10(b) above and fails for any reason to complete the Environmental Remediation within one (1) year after the expiration of the Investigation Period, subject to extension for Unavoidable Delays, and provided that the Environmental Casualty and/or Environmental Remediation continues to render the Building or Premises substantially inaccessible to or unusable for Lessee’s business operations, then Lessee may terminate this Lease upon ninety (90) days’ prior written notice given to Lessor within thirty (30) days after the expiration of such one (1) year period.

(e)    Except as expressly set forth herein, the provisions of this Paragraph 10 are in addition to, and not by way of limitation of, any and all rights and remedies available to Lessee at law or in equity.

11.    Right of First Offer. Lessor hereby grants to Lessee a right of first offer with respect to office space that becomes available in Levi’s Plaza (excluding for this purpose, (a) the building located at 1355 Sansome Street, commonly known as the Saddleman Building, (b) any space in this Building or Levi’s Plaza with respect to which Lessor has terminated a portion of this Lease or all or any portion of any other lease between Lessor and Lessee pursuant to the terms and conditions of Lessor’s Right of Recapture (as defined in the Memorandum of Understanding (Levi Strauss Building) or as otherwise defined in the applicable lease), and (c) the Premises under this Lease and any and all other premises in Levi’s Plaza under lease between Lessor and Lessee, as of the date hereof or as otherwise negotiated in the future, including without limitation, the premises covered by the Swing Space Lease (as defined below)) (the “First Offer Space”). Lessee’s right of first offer as provided in this Paragraph 11 shall be personal to Lessee and shall not be assignable by Lessee nor included in any rights of any sublessee from Lessee (provided, however, that Lessee may assign its right of first offer in connection with an assignment of the Lease to an Affiliate or a Permitted Assignee, and Lessee may grant a sublessee an option to expand contingent upon Lessee’s exercise of its right of first offer as provided hereunder), and shall be subject to the following terms and conditions:

17

(a)    Procedure for Offer. From and after the Effective Date, Lessor shall notify Lessee (the “First Offer Notice”) from time to time when any First Offer Space becomes available for lease to third parties, provided that no Superior Right Holder wishes to exercise a Superior Right (as such terms are defined in subparagraph (c) below) to lease such space and that such right of first offer has not otherwise terminated as set forth in subparagraph (f) below. Pursuant to such First Offer Notice, Lessor shall offer to lease to Lessee the then available First Offer Space. The First Offer Notice shall describe the space so offered to Lessee and shall set forth the base rent and additional rent (the “First Offer Rent”), the term for such lease of space, and the other material economic terms and other lease terms upon which Lessor is willing to lease such space to Lessee. The terms and conditions contained in the First Offer Notice shall be based upon the then prevailing fair market rent and economic terms.

(b)    Procedure for Acceptance. If Lessee wishes to exercise Lessee’s right of first offer with respect to the space described in the First Offer Notice, then within twelve (12) business days after delivery of the First Offer Notice to Lessee, Lessee shall deliver written notice to Lessor of Lessee’s exercise of its right of first offer with respect to the entire space described in the First Offer Notice, either on the terms contained in the First Offer Notice or on terms to be negotiated between Lessor and Lessee as provided herein (“Lessee’s Exercise Notice”). If Lessee does not so notify Lessor within such twelve (12) business day period, then Lessor shall be free to lease the space described in the First Offer Notice to any third party, and Lessee shall have no further rights hereunder with respect to such space, until Lessee’s rights hereunder revive as provided in subparagraph (g) below. Concurrently with or prior to delivery of Lessee’s Exercise Notice, one of the following conditions must be or must have been satisfied in order for Lessee to exercise its right of first offer with respect to the space described in the First Offer Notice: (i) the term of that certain Office Lease, dated as of January 1, 1998, by and between Lessor and Lessee, covering those certain premises located on floors one and two of the East Wing of that certain building in Levi’s Plaza commonly known as the Koshland Building (the “Swing Space Lease”) must have expired, or must be scheduled to expire on or prior to the First Offer Space Commencement Date (as defined in subparagraph (e) below); (ii) Lessee shall give, or previously shall have given, written notice of its election to terminate the Swing Space lease pursuant to the terms and conditions of Article 35 of the Swing Space Lease; or (iii) Lessee shall give, or previously shall have given, written notice of its election to convert the Swing Space Lease pursuant to the terms and conditions of Article 36 of the Swing Space Lease. Notwithstanding anything to the contrary contained herein, Lessee must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Lessor to Lessee at any particular time (provided that all such space is contiguous space or has otherwise been vacated by a single tenant or occupant (“single user space”)), and Lessee may not elect to lease only a portion thereof. If Lessee does not elect to exercise its right of first offer with respect to all of the contiguous or single user space then offered by Lessor, Lessee shall have no further right of first offer with respect to that space, until Lessee’s rights hereunder revive as provided in subparagraph (g) below. In the event that Lessee does deliver Lessee’s Exercise Notice to Lessor within the twelve (12) business day period and Lessee’s Exercise Notice states that such exercise shall be on terms to be negotiated between Lessor and Lessee, then Lessor and Lessee agree to negotiate in good faith for a period of up to twenty (20) days after Lessor’s receipt of Lessee’s Exercise Notice to determine the fair market First Offer Rent and other material economic terms and other lease terms for the space described in the First Offer Notice based on the then prevailing fair market rent and economic terms. If Lessor and Lessee cannot in good faith agree upon the First Offer Rent and other material economic terms and other lease terms for the space described in the First Offer Notice within such twenty (20) day period, then Lessor shall be free to lease the space described in the First Offer Notice to any third party and Lessee shall have no further right of first offer with respect to that space, until Lessee’s rights hereunder revive as provided in subparagraph (g) below. Lessor and Lessee acknowledge and agree that the determination of the First Offer Rent and other material economic terms and lease terms for the space described in the First Offer Notice shall not be subject to arbitration or other judicial determination in the event that Lessor and Lessee are unable to agree thereon; provided, however, nothing contained herein shall excuse either Lessor’s or Lessee’s obligation to act in good faith.

18

(c)    Superior Rights. Lessee’s right of first offer shall be subordinate to the following: (i) all renewal and expansion rights of HarperCollins Publishers Incorporated (“Harper”) pursuant to that certain Office Lease, dated as of November 22, 1991, covering approximately 55,657 rentable square feet located in the Koshland Building – East Wing, 3^rd and 4^th floors, and any renewal rights (but excluding any expansion rights) of such lease agreement to be negotiated in the future with Harper; (ii) all renewal and expansion rights of UDV North America, Inc. (“UDV”) pursuant to that certain Office Lease, dated as July 15, 1998, covering approximately 35,006 rentable square feet located in the Koshland Building – West Wing, 3^rd and 4^th 4 floors, and that certain First Amendment to Lease currently pending execution covering approximately 4,000 rentable square feet in the Koshland Building – West Wing, 1^st floor, and any renewal rights (but excluding any expansion rights) of such lease agreements to be negotiated in the future with UDV; (iii) all renewal and expansion rights of Lowe & Partners/SMS, Inc. (“Lowe”) pursuant to that certain Office Lease, dated as October 29, 1998, covering approximately 18,117 rentable square feet located in the Koshland Building – West Wing, 2^nd floor, and any renewal rights (but excluding any expansion rights) of such lease agreement to be negotiated in the future with Lowe; and (iv) all renewal and expansion rights of Larry Halprin (“Halprin”) pursuant to that certain Office Lease currently pending execution covering approximately 2,600 rentable square feet in the Koshland Building – West Wing, 1^st floor, and any renewal rights (but excluding any expansion rights) of such lease agreement to be negotiated in the future with Halprin (collectively, the “Superior Rights”). Harper, UDV, Lowe and Halprin shall from time to time hereinafter be collectively referred to as the “Superior Right Holders”. The Superior Rights of the Superior Right Holders that have been agreed upon in writing as of the execution date of this Amendment are set forth on Schedule 11(c) attached hereto.

(d)    Construction In First Offer Space. Lessee shall take any and all First Offer Space in its then “as is” condition, with such tenant improvement allowance, if any, offered by Lessor in the First Offer Notice or as otherwise negotiated between Lessor and Lessee as provided in subparagraph (b) above. Except as provided in the First Offer Notice or as otherwise negotiated between the parties as provided in subparagraph (b) above, Lessor shall have no obligation to construct or install any improvements, furnishings or equipment whatsoever in the First Offer Space.

(e)    Execution of Lease. If Lessee timely exercises Lessee’s right to lease the space described in the First Offer Notice, Lessor and Lessee shall within thirty (30) days thereafter execute a lease agreement for such First Offer Space upon the terms and conditions set forth in the First Offer Notice or as otherwise negotiated between Lessor and Lessee as provided in subparagraph (b) above. Lessee shall commence payment of the First Offer Rent for the space described in the First Offer Notice and the term of such First Offer Space shall commence (“First Offer Commencement Date”) upon the date set forth in the First Offer Notice or as otherwise negotiated between Lessor and Lessee as provided in subparagraph (b) above. Notwithstanding anything to the contrary contained herein, if any default exists under this Lease beyond any applicable cure period either at the time Lessee exercises any right of first offer or at any time thereafter prior to or upon the First Offer Space Commencement Date, Lessor shall have, in addition to all of Lessor’s rights and remedies under this Lease, the right to terminate Lessee’s right to lease the First Offer Space and to cancel unilaterally Lessee’s exercise of its right of first offer.

(f)    Termination of Right of First Offer. The right of first offer contained in this Paragraph 11 shall automatically terminate and be of no further force or effect in the event that, at any time during the term of this Lease, Lessee occupies less than three hundred fifty thousand (350,000) rentable square feet within Levi’s Plaza. For purposes hereof, space shall be deemed “occupied” by Lessee if, and only if, (i) such space is leased to Lessee (and, except as permitted in the following clause (ii), such space is not subject to a sublease or assignment by Lessee or any other form of occupancy agreement between Lessee and any third party), or (ii) such space is subleased or assigned by Lessee to a Permitted Assignee, an Affiliate or a Lessee Contractor.

19

(g)    Revival. Lessee’s right of first offer for the First Offer Space is a continuing right of first offer. In the event that Lessee does not exercise its right of offer with respect to any space offered by Lessor in a First Offer Notice as described in subparagraph (b) above or Lessor and Lessee cannot in good faith agree upon the First Offer Rent and other material economic terms and other lease terms for the space described in the First Offer Notice as provided in subparagraph (b) above, Lessor shall be free to lease the space described in the subject First Offer Notice to any third party (a “Third Party Lease”), and Lessor may grant to the tenant under any such Third Party Lease extension rights and expansion rights, provided that any expansion rights shall be limited to an expansion of no more than fifteen percent (15%) of the premises originally leased under such Third Party Lease (for example, if the Third Party Lease originally is for 50,000 rentable square feet, then Lessor may grant the tenant an expansion right for not more than an additional 7,500 rentable square feet). Notwithstanding anything to the contrary herein, Lessee’s right of first offer for the First Offer Space shall revive upon the expiration or earlier termination of any Third Party Lease, and Lessor thereupon shall be required to offer such space to Lessee pursuant to the terms and conditions of this Paragraph 11.

12.    Signage. During the term of the Lease and so long as Lessee occupies the entire Building, Lessee shall have the exclusive right to erect and maintain signage with its corporate name and/or logo on the exterior of the Building and on monuments within the Exterior Common Areas. If Lessee does not so occupy the entire Building, Lessee shall have a nonexclusive right to erect and maintain such signage, in size and location appropriately reflecting Lessee’s proportional occupancy of Levi’s Plaza and the Building. Lessee shall comply, at its sole cost and expense, with any and all laws, statutes, ordinances and governmental rules, regulations or requirements applicable to such signage, and all such signage shall be subject to Lessor’s prior approval, which approval shall not be unreasonably withheld. In addition, so long as Lessee, a Permitted Assignee, or an Affiliate of Lessee (a) is the Lessee under the Lease, (b) occupies at least three hundred fifty thousand (350,000) rentable square feet within Levi’s Plaza, and (c) maintains its corporate headquarters or that of its Americas Division within Levi’s Plaza or within that certain building located at the corner of Union and Sansome Streets and commonly known as “The Icehouse”, Lessee shall have the right to maintain the “Levi’s Plaza” identity with respect to Levi’s Plaza. In the event that any of the conditions contained in the foregoing clauses (a), (b) and (c) are not satisfied, either Lessor or Lessee shall have the right to remove the “Levi” name from the Levi’s Plaza complex at the sole cost and expense of the requesting party, upon which all use of the “Levi” name to identify the Property shall cease and Lessor shall thereafter have the right, in its sole and absolute discretion, to rename Levi’s Plaza. For purposes hereof, space shall be deemed “occupied” by Lessee if, and only if, (i) such space is leased to Lessee (and, except as permitted in the following clause (ii), such space is not subject to a sublease or assignment by Lessee or any other form of occupancy agreement between Lessee and any third party), or (ii) such space is subleased or assigned by Lessee to a Permitted Assignee, an Affiliate or a Lessee Contractor.

20

13.    Notices. Article 26 of the Lease is hereby deleted in its entirety and the following is substituted therefor:

Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile with a confirmation receipt (and a copy sent by a commercial overnight courier that guarantees next day delivery and provides a receipt), or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows:

To Lessor: Blue Jeans Equities West

c/o Interland-Jalson

201 Filbert Street, Suite 301

San Francisco, California 94133

Attn.: General Manager

Fax No.: (415) 956-8097

To Lessee: Levi Strauss & Co.

Corporate Real Estate Department

1155 Battery Street

San Francisco, California 94111

Attn.: Real Estate Manager

Fax No.: (415) 501-3960

with a copy to: Levi Strauss & Co.

Corporate Legal Department

1155 Battery Street

San Francisco, California 94111

Attn.: General Counsel

Fax No.: (415) 501-7650

or to such other address as either party may from time to time specify by notice to the other party in accordance with the provisions hereof. Notice shall be deemed effective upon receipt, or on the date delivery is attempted and refused. Notice or communication to any Lender shall be addressed to such Lender at such address as it shall from time to time designate by written notice to Lessee, given to Lessee in accordance with this Article.

14.    Rules and Regulations. Rule 10 of the Rules and Regulations attached as Exhibit E to the Lease is hereby deleted in its entirety.

15.    No Use of Lessee’s Cafeteria by the General Public. The Rules and Regulations attached to the Lease expressly provide that the use of any food service facility operated on the Premises by Lessee shall be restricted to use by employees of Lessee and its Affiliates and their invited guests and shall not be available for use by the general public. Lessee hereby agrees that it shall at all times during the term of the Lease act in good faith and use commercially reasonable efforts to limit use of Lessee’s Cafeteria to employees and invited guests of Lessee and its Affiliates and to prevent use of Lessee’s Cafeteria by the general public.

16.    Liability of Equitable. Notwithstanding anything to the contrary in this Amendment or in any other Extension Document, it is expressly understood and agreed that The Equitable Life Assurance Company of the United States (“Equitable”), as one of the partners in the entity constituting Lessor, is acting solely on behalf and for the benefit of Separate Account No. PPF-JV870 and any liability Equitable may have hereinunder or in any Extension Document shall be limited to, and payable and collectible only out of, assets allocated to, or held by Equitable for the benefit of Separate Account No. PPF-JV870 (including, without limitation, the subject property) and no other property or asset of Equitable, or its employees, shareholders, contractholders or policyholders, shall be subject to any lien, levy, execution, setoff or other enforcement procedure for satisfaction of any right or remedy of Lessee in connection with the transaction contemplated hereby.

21

17.    Amendments. The Lease, this Amendment and the items incorporated herein contain all of the agreements of the parties hereto with respect to the subject matter hereof. No provisions of the Lease, as amended by this Amendment, may be amended or modified in any manner whatsoever except by an agreement in writing signed by Lessor and Lessee. Notwithstanding the foregoing, Lessor and Lessee acknowledge and agree that as of the Effective Date the LOU (as defined in Recital A hereof) shall be null and void and of no further force or effect.

18.    Relation to Lease. In the event of any conflict or discrepancy between the Lease and this Amendment, the provisions of this Amendment shall control. Except as specifically restated or revised pursuant to this Amendment and the Extension Documents, all of the terms and conditions of the Lease shall be unaffected hereby and shall remain in full force and effect.

19.    Successors and Assigns. Subject to the provisions of Article 11 of the Lease, as amended, this Amendment shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.

20.    Attorneys’ Fees. In the event that either Lessor or Lessee fails to perform any of its obligations under this Amendment or in the event a dispute arises in any judicial or arbitration proceeding (excluding any proceeding under Paragraph 3(b) above to determine the area of the Premises, and excluding any appraisal proceeding under Paragraph 4(g) above) concerning the meaning or interpretation of any provision of this Amendment, the defaulting party or the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by the other party in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable counsel fees and disbursements. Any such attorneys’ fees and other expenses incurred by either party in enforcing a judgment in its favor under this Amendment shall be recoverable separately from and in addition to any other amount included in such judgment, and such attorneys’ fees obligation is intended to be severable from the other provisions of this Amendment and to survive and not be merged into any such judgment.

21.    Applicable Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California.

22.    Time of the Essence. Time shall be of the essence in every particular of this Amendment.

23.    Counterparts. This Amendment may be executed in one or more counterparts each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

22

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

Lessee:		Lessor:
LEVI STRAUSS & CO.		BLUE JEANS EQUITIES WEST
By:	/s/ Susan Shipley	By:	/s/ Gerson Bakar
Title:	Vice President, Real Estate	Its:	Gerson Bakar
Date:		Date:	April 01
By:	/s/ William B. Chiasson
Title:	SVP and CFO
Date:

23

LIST OF SCHEDULES

Schedule 4(c)	Calculation of Rental Rate of Comparable Leases as Adjusted for Tenant Improvements
Schedule 9(e)	List of Environmental Reports and Disclosures
Schedule 11(c)	List of Existing Superior Rights of Superior Right Holders

24

SCHEDULE 4(c)

Calculation of Rental Rate of Comparable Leases

as Adjusted for Tenant Improvements

This Schedule 4(c) sets forth the process by which the parties and/or appraisers shall determine the Fair Market Rental Value utilizing the “effective rental rates” of the Comparable Leases as adjusted for tenant improvements (for purposes hereof, the “effective rental rates” shall be the rental rates of the Comparable Leases with the adjustments, as appropriate, set forth in Paragraph 4(c)(iii) of this Amendment, excluding any adjustment for tenant improvements as provided in Paragraph 4(c)(iii)(E) of this Amendment and hereunder). The adjustments in this Schedule 4(c) provide a methodology for comparing the “Adjusted Value of the Premises’ Tenant Improvements” (as defined below) with the value of the “Comparable Lease Tenant Improvement Package” (as defined below) under each Comparable Lease, and adjusting the effective rental rates under the Comparable Leases so that such rental rates are based on a tenant improvement package that is comparable to the Adjusted Value of the Premises’ Tenant Improvements.

Step One – Determination of “Adjusted Value of the Premises’ Tenant Improvements”.

The parties and/or appraisers shall determine the then-current value of the tenant improvements in the Premises, based on the fair market value of the improvements. The “then-current value of the tenant improvements in the Premises” shall then be used to calculate the “Adjusted Value of the Premises’ Tenant Improvements” as follows: The “Adjusted Value of the Premises’ Tenant Improvements” shall mean a per rentable square foot valuation of such tenant improvements (x) up to and including the first twenty-five dollars ($25) per rentable square foot of the then-current value of the tenant improvements in the Premises, plus (y) seventy-five percent (75%) of the then-current value of the tenant improvements in the Premises in excess of twenty-five dollars ($25) per rentable square foot, if any. For example:

(1) if the then-current value of the tenant improvements in the Premises is fifty-two dollars ($52) per rentable square foot, the Adjusted Value of the Premises’ Tenant Improvements shall be an amount equal to twenty-five dollars ($25) plus seventy-five percent (75%) of twenty-seven dollars ($27), i.e. forty-five and 25/100 dollars ($45.25) per rentable square foot; and

(2) if the then-current value of the tenant improvements in the Premises is ten dollars ($10) per rentable square foot, the Adjusted Value of the Premises’ Tenant Improvements shall be an equivalent amount up to twenty-five dollars ($25), i.e. ten dollars ($10) per rentable square foot.

Step Two – Determination of “Comparable Lease Tenant Improvement Package”.

The Comparable Lease Tenant Improvement Package shall be determined by the parties and/or appraisers for each of the Comparable Lease premises on a per rentable square foot basis. The “Comparable Lease Tenant Improvement Package” shall be equal to the sum of: (a) the contributory value of any existing tenant improvements in the Comparable Lease premises, plus (b) the contributory value of any new tenant improvements to be provided to the tenant by the landlord (excluding any “base building work” undertaken by such landlord, as such work is then defined by the then-customary practices of the owners of the Comparable Buildings), plus (c) the tenant improvement allowance, if any, granted to the tenant by the landlord for such Comparable Lease. For purposes hereof, “contributory value” shall mean the value, if any, that a particular component adds to the rental value of the Comparable Lease premises. For example:

	Comp 1		Comp 2		Comp 3
Contributory Value of Existing Tenant Improvements	$	30.00	$	15.00	$	30.00
(plus) Contributory Value of New Tenant Improvements to be provided by the Landlord (excluding Base Building Work)		-0-	$	10.00	$	15.00
(plus) the Tenant Improvement Allowance	$	30.00		-0-		-0-
Comparable Lease Tenant Improvement Package	$	60.00	$	25.00	$	45.00

Step Three – Calculation of Rental Rate of Comparable Leases as Adjusted for Tenant Improvements

For each Comparable Lease, the Comparable Lease Tenant Improvement Package shall be offset against the Adjusted Value of the Premises’ Tenant Improvements to derive an “Improvement Differential” (which may be a positive or negative number). The Improvement Differential shall be amortized over the term of the Comparable Lease and discounted at a rate that is reasonably appropriate under the then-prevailing market conditions. The amortized Improvement Differential shall then be added to (if the amortized Improvement Differential is a positive number) or subtracted from (if the Improvement Differential is a negative number) the effective rent for said Comparable Lease (as otherwise determined by the parties and/or appraisers pursuant to Paragraph 4(c) of this Amendment) to derive the rental rate for said Comparable Lease as adjusted for tenant improvements.

Step Four – Calculation of Fair Market Rental Value of Premises.

The effective rental rates for each Comparable Lease as adjusted for tenant improvements shall be averaged on the basis of a weighted average such that the Comparable Leases with the greatest rentable square footage shall be accorded the most weight to obtain the Fair Market Rental Value of the Premises, i.e., the average effective rental rate for the Comparable Leases as adjusted for tenant improvements. Notwithstanding the foregoing, in no event shall any one (1) Comparable Lease be weighted such that it accounts for more than twenty-five percent (25%) of the weighted average.

2

Example of the Calculation of Rental Rates of Comparable Leases Adjusted for Tenant Improvements*

	Comp 1			Comp 2		Comp 3
	50,000 sq.ft.			100,000 sq.ft.		150,000 sq.ft.
Adjusted Value of the Premises’ Tenant Improvements	$	45.00		$	45.00	$	45.00
(minus) Comparable Lease Tenant Improvement Package	$	60.00		$	25.00	$	45.00
Improvement Differential	($	15.00	)	$	20.00	$	0
Amortized Improvement Differential**	($	2.08	)	+$	2.77	$	0
Effective (Ten Year) Rental Rate	$	45.00		$	35.00	$	40.00
(plus/minus) Amortized Improvement Differential	($	2.08	)	+$	2.77	$	0
Adjusted Rental Rate of Comparable Leases	$	42.92		$	37.77	$	40.00

* For purposes of this example, we have used three Comparable Leases with terms of ten years each. The valuations, effective rent and lease terms have been included for purposes of illustration only. The parties acknowledge that for the actual determination of Fair Market Rental Value the parties and/or appraisers must comply with the provisions of Paragraph 4(c) of the Amendment.

** For purposes of this example, the Improvement Differential has been amortized (payable monthly in advance) at seven percent (7%) over a ten (10) year period.

3

Example of the Calculation of Fair Market Rental Value of Premises

The Adjusted Rental Rate of Comparable Leases are weighed and averaged to determine the Fair Market Rental Value:

	Comp 1			Comp 2			Comp 3			Comp 4			Comp 5			Comp 6			TOTAL
Step One
Square Footage of Comparable Lease		100,000			100,000			100,000			100,000			200,000			400,000			1,000,000
Percentage of Total Square Footage		10	%		10	%		10	%		10	%		20	%		40	%		100	%
Step Two (as necessary)
Revised Square Footage of Comparable Leases*		100,000			100,000			100,000			100,000			200,000			200,000			800,000
Revised Percentage of Total Square Footage		12.5	%		12.5	%		12.5	%		12.5	%		25	%		25	%		100	%
Step Three
Adjusted Rental Rate of Comparable Leases	$	42.92		$	37.77		$	40.00		$	38.00		$	42.00		$	40.00
(times) Revised Percentage of Total Square Footage		12.5	%		12.5	%		12.5	%		12.5	%		25	%		25	%
Weighted Rental Rates of Comparable Lease	$	5.365		$	4.721		$	5.000		$	4.750		$	10.500		$	10.000		$	40.336
																			Rounded
Fair Market Rental Value of Premises																			$	40.34

* Square Footage may be revised to ensure that no Comparable Lease accounts for more than twenty-five percent (25%) of the weighted average.

4

SCHEDULE 9(e)

List of Environmental Reports and Disclosures

ENVIRONMENTAL REPORTS AND DISCLOSURES

LEVI’S PLAZA, SAN FRANCISCO, CA

Air Monitoring for Formaldehyde, Koshland Building, Fourth Floor,

Levi Plaza, San Francisco

December 24, 1996

The Cohen Group

Environmental Site Assessment

May 2, 1995

CTL Environmental Services

Quick Letter/Fax – Recommendations Regarding II Fornaio

October 15, 1992

Salas O’Brien Engineers, Inc.

Quick Letter/Fax – Indoor Air Quality Additions to Metasys at Levi Plaza

October 7, 1992

Salas O’Brien Engineers, Inc.

Quick Letter/Fax – Inspection of II Fornaio

October 6, 1992

Salas O’Brien Engineers, Inc.

Monitoring for Airborne Radon, Carbon Monoxide and Carbon Dioxide,

Levi Plaza

San Francisco

October 28, 1991

J. M. Cohen, Inc.

Drinking Water Sampling, Levi’s Plaza Development,

San Francisco, California

October 11, 1991

Dames & Moore

Indoor Air Quality Investigation, Interland-Jalson, 1155 Battery Street,

San Francisco, California

August 30, 1991

J. M. Cohen, Inc.

Testing of Building B Sump Water

August 15, 1991

J. M. Cohen, Inc.

Report

Preliminary Site Assessment

Levi’s Plaza Project

San Francisco, California

July 12, 1991

Dames & Moore

2

Air Quality in the Stern Building

July 10, 1989

J. M. Cohen, Inc.

Levi’s Plaza, San Francisco, California

Interland-Jalson Management Office

June 11, 1988

Versar, Inc.

Air Monitoring of Carbon Monoxide and Carbon Dioxide Levels,

Interland-Jalson Management Office and Levi Plaza Parking Garage

January 15, 1988

J. M. Cohen, Inc.

Radon Monitoring in Building A Basement

Levi Plaza, San Francisco

September 13, 1987

J. M. Cohen, Inc.

Indoor Air Quality Survey, Administrative Offices

August 30, 1987

J. M. Cohen, Inc.

Radon Monitoring in Buildings A, C, & F

Levi Plaza, San Francisco

June 16, 1987

J. M. Cohen, Inc.

Quality of Indoor Environment in Levi Plaza

Buildings A, C, E and ISC

February 16, 1987

J. M. Cohen, Inc.

Asbestos Inspection of Levi Plaza

August 20, 1986

J. M. Cohen, Inc.

3

SCHEDULE 11(c)

List of Existing Superior Rights of Superior Right Holders

1. HarperCollins Publishers Incorporated

(a) Option to Extend For a five (5) year term

(b) Right of First Offer on contiguous space

2. UDV North America, Inc.

(a) Option to Extend for a five (5) year term

3. Lowe & Partners / SMS, Inc.

(a) Option to Extend for a five (5) year term

EX-10.27

Exhibit 10.27

SECOND AMENDMENT TO LEASE

(Levi Strauss Building)

The Second Amendment to Lease (this “Second Amendment”) by and between (a) BLUE JEANS EQUITIES WEST, a California general partnership, INNSBRUCK LP, a California limited partnership, and PLAZA GB LP, a California limited partnership, as tenants in common (collectively, “Lessor”), and (b) LEVI STRAUSS & CO., a Delaware corporation (“Lessee”) is dated and effective as of this 12th day of November, 2009 (“Effective Date”).

This Second Amendment is based upon the following facts and circumstances, each of which Lessor and Lessee hereby acknowledge and agree to be true and correct:

A.    Lessor and Lessee are currently parties to that certain Lease, dated as of July 31, 1979 (“Original Lease”), as amended by: (i) that certain Amendment to Lease (Levi Strauss Building), dated as of January 1, 1998 (“First Amendment”), and (ii) that certain Memorandum of Understanding (Levi Strauss Building), dated as of January 1, 1998 (“MOU”) (the Original Lease as amended by the First Amendment, the MOU and this Second Amendment shall be referred to herein as the “Lease”), covering those certain premises (the “Premises”) in the Levi Strauss Building (the “Building”) located in that certain complex commonly known as Levi’s Plaza (“Levi’s Plaza”) in San Francisco, California, all as more particularly described in the Lease; provided, however, as set forth in this Second Amendment, from and after January 1, 2013 (a) the MOU shall have no further force or effect with respect to periods of the term on or after January 1, 2013, and (b) Paragraphs 1, 5, 6, 8, 9, 10, 13, 14 and 17 through 23 of the First Amendment and Schedule 4(c) and Schedule 9(e) shall be the only remaining operative provisions of the First Amendment with respect to periods of the term on or after January 1, 2013.

B.    Lessor and Lessee have previously entered into that (i) that certain Letter of Understanding, dated June 28, 1984 (“LOU”), and (ii) that certain Work Agreement (Levi Strauss Building), dated as of January 1, 1998 (“Prior Work Agreement”); provided, however, that (a) pursuant to Paragraph 17 of the First Amendment, the LOU is null, void and of no force or effect, and (b) the operative provisions of the Prior Work Agreement have been performed prior to the date of this Second Amendment and, as such, the Prior Work Agreement is of no further force or effect.

C.    Lessor and Lessee have previously entered into that certain Construction, Operation and Leasing Agreement (“COLA”) with respect to the Building and Levi’s Plaza; provided, however, the operative provisions of the COLA have either been performed prior to the date of this Second Amendment or have been amended and superseded in their entirety by the terms of this Second Amendment and, as such, the COLA shall have no further force or effect with respect to periods on or after the Effective Date.

D.    Pursuant to the terms and conditions of the Original Lease (as clarified by the First Amendment), Lessee has successive options to extend the term for Option Terms extending through December 31, 2079.

E.    Lessee has previously exercised its first option to extend the term as part of the First Amendment, in connection with which Lessee extended the term until December 31, 2012, upon the terms and conditions provided in the Original Lease and COLA, as amended by the First Amendment, MOU and Prior Work Agreement.

F.    Lessee has now exercised its second option to extend the term of the Lease, extending the term until December 31, 2022, in connection with such extension, Lessor and Lessee are entering into this Second Amendment to acknowledge Lessee’s exercise of such second option to extend and the extension of the term pursuant thereto, and to clarify certain ambiguities in the Original Lease (as amended by the MOU and First Amendment), and revise certain rights with respect to other properties forming Levi’s Plaza.

-1-

G.    Except as otherwise defined herein, capitalized terms shall have the same meaning as ascribed to them in the Original Lease, as amended by the First Amendment.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Lessor and Lessee, effective as of the Effective Date set forth above, the Lease is hereby amended as set forth below:

1.    Premises; Lease. Lessor and Lessee agree that the rentable square footage of the Premises is THREE HUNDRED FIFTY-FOUR THOUSAND SEVEN HUNDRED NINETY-SEVEN (354,797) square feet. Notwithstanding any provision in the Lease to the contrary, except as provided in Paragraph 3(c) of this Second Amendment, Lessor shall not have any right to relocate the location of the Premises. Accordingly, Paragraphs 3(b) and 3(c) of the First Amendment are hereby deleted in their entirety. From and after the Effective Date, the term Lease, as used in the Original Lease, the MOU, the First Amendment and this Second Amendment, shall mean and refer to the Original Lease as amended by the MOU, the First Amendment and this Second Amendment.

2.    Extension of Term. Lessee hereby exercises and Lessor hereby accepts and acknowledges Lessee’s timely and proper exercise of its second option to extend the term of the Lease pursuant to Paragraph 6.1 of the Original Lease, as modified by Paragraph 3(a) of the First Amendment, and Lessor and Lessee agree that notwithstanding anything in the Lease to the contrary that the term of the Lease is hereby extended to December 31, 2022, with the period commencing January 1, 2013 and expiring on December 31, 2022 constituting the “Second Extended Term”. Notwithstanding anything to the contrary set forth in Paragraph 6.2 of the Original Lease or Paragraph 4(c) of the First Amendment, the Base Rent payable by Lessee during the Second Extended Term shall be as set forth in Paragraph 4(a) below.

3.    Provisions for Exercise of Subsequent Options To Extend The Term. Lessee and Lessor hereby acknowledge and agree that Paragraph 3 of the First Amendment is deleted in its entirety and replaced with the provisions of this Paragraph 3. Under the Original Lease, Lessee was granted options (each an “Option”) to extend the term of the Original Lease; provided, however, that the Options could not extend the term of the Lease beyond December 31, 2079. The current Second Extended Term reflects Lessee’s exercise of the second such Option (“Second Extension Option”), and from and after January 1, 2013, Lessee shall have six (6) remaining Options to extend the term of the Lease, with the first five (5) such remaining Options each being for a term of ten (10) years and the sixth (6th) remaining Option being for a term of seven (7) years (each, an “Option Term” and the first extension term exercised pursuant to the First Amendment and the second extension option exercised pursuant to this Second Amendment shall also each be referred to as an Option Term). In connection with Lessee’s exercise of the Second Extension Option, Lessor and Lessee have agreed that the manner in which Lessee shall exercise each of the extension Options arising under the Lease from and after the Second Extension Option shall be as described in this Paragraph 3; provided, however, that, in any event (consistent with the limit of the term provided in Paragraph 6.1 of the Lease) Lessee’s extension Options shall not extend the term of the Lease beyond December 31, 2079. Except as provided in subparagraph (b) below, any exercise of an Option by Lessee shall be an extension of the term of the Lease for the entire Premises then leased by Lessee.

(a)    Lessee’s rights to extend the term as provided in this Paragraph 3 shall be personal to Lessee and shall not be assignable by Lessee nor included in any rights of any sublessee of Lessee; provided, however, that Lessee may assign its right to extend the term in connection with an assignment of the Lease to an Affiliate of Lessee or a Permitted Assignee (as such terms are defined in Paragraph 12 below) and, so long as the Square Footage Threshold (as defined below) has not been exceeded (and will

-2-

not be exceeded by any proposed sublease incorporating such contingent provision), Lessee may grant a sublessee an option to extend its sublease beyond the then current expiration of the term if, and only if, such extension is expressly contingent upon Lessee’s valid exercise of its right to extend as provided hereunder. As used herein, the term “Square Footage Threshold” shall mean either (x) third party subleases of portions of the Premises that have a term that exceeds the date that is one (1) year prior to the expiration of the then current Option Term (“Long Term Subleases”), covering in the aggregate (with all other Long Term Subleases) not more than sixty thousand (60,000) rentable square feet of the Premises, provided, that subleases to any Permitted Assignee, any Affiliate of Lessee, any Lessee Contractor or any Excluded Subtenants (as such terms are defined in Paragraph 12 below) shall not be included within such calculation, or (y) third party subleases of portions of the Premises that have a term that does not exceed the date which is one (1) year prior to the expiration of the then current Option Term (“Short Term Subleases”), covering in the aggregate (with all other Short Term Subleases and Long Term Subleases) not more than one hundred thousand (100,000) rentable square feet of the Premises, provided, that subleases (whether Short Term Subleases or Long Term Subleases) to any Permitted Assignee, any Affiliate of Lessee, any Lessee Contractor or any Excluded Subtenants shall not be included within such calculation.

(b)    Lessee’s rights to extend the term as provided in this Paragraph 3 shall further be subject to Lessee not being in default under the Lease beyond any applicable cure periods, either on the date Lessee exercises any Option to extend or the date on which the respective Option Term commences. If the Square Footage Threshold is then being exceeded on the date Lessee exercises its Option to extend the term (such Option Term, herein the “Subject Option Term”), then:

(i) any exercise of an Option by Lessee shall only extend the term as to the rentable square footage of the portions of the Premises occupied by Lessee (including any Relocation Space (as defined in Paragraph 3(c) below) (any portion of the Premises not so occupied shall be referred to herein as the “Unoccupied Surrender Premises”); with space being deemed “occupied” by Lessee if, and only if, on the date Lessee exercises its Option with respect to the Subject Option Term: (A) such space is leased to Lessee (and, except as permitted in the following clause (B), such space will not, as of the date the Subject Option Term commences, be subject to a sublease or assignment by Lessee or any other form of occupancy agreement between Lessee and any third party), or (B) such space is subleased or assigned by Lessee to a Permitted Assignee, an Affiliate of Lessee, a Lessee Contractor or an Excluded Subtenant;

(ii) the Unoccupied Surrender Premises shall be surrendered by Lessee one (1) day prior to the commencement of the Subject Option Term in the condition required pursuant to the Lease,

(iii) if the Unoccupied Surrender Premises was not previously separately demised from the remainder of the Premises by Lessee, then Lessee shall, at Lessee’s sole cost and expense, separately demise the Unoccupied Surrender Premises from the remainder of the Premises, using Building standard materials, which separate demising shall be completed on or before the commencement of the Subject Option Term (unless otherwise completed in accordance with Lessor’s exercise of a Relocation Option as defined in and set forth pursuant to Paragraph 3(c) below), and

(iv) the parties shall execute an amendment to the Lease pursuant to which (x) all of Lessee’s obligations pertaining to the Premises to remain following surrender of such Unoccupied Surrender Space (i.e. commencing upon the commencement of the Subject Option Term), including those for Base Rent, Adjusted Base Rent, Lessee’s Percentage of Operating Expenses and Adjusted Taxes for the Building and any additional rent

-3-

and other charges due hereunder shall be reduced in proportion to the reduction in the rentable square footage of the Premises caused thereby, the amount of such reductions to be determined by multiplying such obligations by a fraction, the numerator of which is the rentable square footage of space to be surrendered and the denominator of which is the rentable square footage of the entire Premises immediately prior to such surrender, (y) the Operating Expense provisions within the Lease (including, without limitation, Lessee’s obligation for payment of Lessee’s Percentage of Operating Expenses with respect to the Building) and the parties respective maintenance and repair obligations under Paragraph 11 of the Second Amendment shall be adjusted to reflect the fact that Lessor will once again assume control over operation of the Building, provided, that, in adjusting the Operating Expense provisions and the parties respective obligations under the Lease for maintenance, repairs and replacements, the parties shall strive to reformulate their respective rights, obligations and responsibilities in a fashion consistent with the practices in effect prior to Lessee’s assumption of the operation and maintenance of the Building, and (z) Lessor shall manage the maintenance and repair of the Building in a manner consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings, including, without limitation, instituting competitive bidding practices, if any, with respect to contractors and vendors which are customarily adhered to by the owners of the Comparable Maintenance Standards Buildings in connection with maintenance and repair of the Comparable Maintenance Standards Buildings.

(c)    If, pursuant to the operation of Paragraph 3(b) above, Lessee has exercised an Option to extend the term with respect to less than all of the Premises (such Option Term, herein the “Subject Option Term”), then Lessor shall also have the option (herein, the “Relocation Option”) exercisable in Lessor’s sole discretion, to elect to relocate all or any portion of any Non-Protected Space (as hereinafter defined), if any, to other space within the Building. For purposes of this Paragraph 3(c), the term “Non-Protected Space” shall mean any portion of the Premises as to which the term of the Lease has been extended for the Subject Option Term that (A) is located upon a floor where any Unoccupied Surrender Premises is located, and (B) was not previously separately demised from the subject Unoccupied Surrender Premises in connection with Lessor approved demising plans in connection with a third party sublease which was consented to in writing by Lessor pursuant to the provisions of Paragraph 11.1 of the Lease. Lessor’s Relocation Option shall be exercised, if at all, not less than sixty (60) days after Lessee exercises the applicable Option (“Relocation Notice”), specifying therein the subject Non-Protected Space (herein, the “Relocation Space”) which Lessor intends to so relocate, and the location to which Lessor will relocate such Relocation Space (the “Relocated Premises”), which relocation shall occur on the last day immediately preceding the commencement of the Subject Option Term (the “Relocation Date”). In connection with the foregoing, Lessee and Lessor hereby acknowledge and agree that:

(i) the Relocation Space shall be surrendered by Lessee on the Relocation Date in the condition required pursuant to the Lease;

(ii) shall, at Lessee’s sole cost and expense, separately demise any Non-Protected Space that Lessor does not desire to relocate and any Relocated Premises from the Unoccupied Surrender Premises, using Building standard materials, which separate demising shall be completed on or before the Relocation Date;

(iii) the number of net rentable square feet of the Relocated Premises shall not materially vary from the number of net rentable square feet of the Relocation Space;

-4-

(iv) if Lessor desires to relocate Non-Protected Space, Lessor and Lessee shall meet and confer in good faith to reach agreement on the consolidation of the Relocation Space on the floor on which the Non-Protected Space is located, the configuration of the Relocated Premises in a manner that results in an equitable allocation of the window line between the Relocated Premises and the Unoccupied Surrender Premises on the floor and that results in the Relocated Premises and Unoccupied Surrender Premises being generally equivalent in terms of marketability; provided, however, if there is Unoccupied Surrender Premises located on more than one floor of the Building on which Non-Protected Space is also located, then Lessor and Lessee shall meet and confer in good faith to reach agreement on the consolidation of the Unoccupied Surrender Space to the extent reasonably practicable and the configuration of the Relocated Premises in a manner that results in an equitable allocation of the window line between the Relocated Premises and the Unoccupied Surrender Premises on each affected floor and that results in the Relocated Premises and Unoccupied Surrender Premises being generally equivalent in terms of marketability; and

(v) Lessee shall, at Lessee’s sole cost and expense, build-out the Relocated Premises, as Lessee deems appropriate, and shall pay all expenses incurred by Lessee in connection with such relocation.

(d)     Lessee’s lease of the Premises (as the same may be reduced by the surrender of any Unoccupied Surrender Premises) during each Option Term shall be upon all the terms, covenants, agreements and conditions contained in the Lease, as amended by this Second Amendment; provided, however, in no event shall Lessee’s extension Options extend the term of the Lease beyond December 31, 2079. Each Option to be exercised after January 1, 2013 shall be exercisable by written notice from Lessee to Lessor not less than eighteen (18) months and not more than twenty-four (24) months prior to the expiration of the then effective term of the Lease. In the event an Option to extend the Lease is exercised in a timely fashion, the Lease shall be extended for the then applicable Option Term upon all of the terms and conditions of the Lease, as amended by this Second Amendment, provided, however, that the Base Rent for such Option Term shall be an amount equal to one hundred percent (100%) of the then Fair Market Rental Value of the Premises, as determined pursuant to Paragraph 4(c) of this Second Amendment.

(e)     Lessee’s delivery of a notice exercising an extension Option shall be irrevocable, notwithstanding the fact that (I) the Base Rent for the applicable Option Term, or (II) due to the provisions of item (iii) of Paragraph 3(b), potentially the aggregate size of the Premises during such Option Term, has not yet been determined on the date of such exercise by Lessee.

4.    Rent. With respect to all periods from and after January 1, 2013, Paragraph 6.2 of the Original Lease shall be deleted in its entirety and Paragraph 4 of the First Amendment shall be deleted in its entirety and replaced with this Paragraph 4.

(a)     Notwithstanding anything to the contrary set forth in Paragraph 4(c) below, during the Second Extended Term the Base Rent payable by Lessee shall be as follows:

(i)    For the period January 1, 2013, through December 31, 2013, the sum of TEN MILLION ONE HUNDRED ELEVEN THOUSAND SEVEN HUNDRED FIFTEEN DOLLARS ($10,111,715) per year, payable as otherwise provided in the Lease in equal monthly installments of EIGHT HUNDRED FORTY-TWO THOUSAND SIX HUNDRED FORTY-THREE DOLLARS ($842,643).

(ii)    For the period January 1, 2014, through December 31, 2014, the sum of TEN MILLION FOUR HUNDRED SIXTY-SIX THOUSAND FIVE HUNDRED TWELVE DOLLARS ($10,466,512) per year, payable as otherwise provided in the Lease in equal monthly installments of EIGHT HUNDRED SEVENTY-TWO THOUSAND TWO HUNDRED NINE DOLLARS ($872,209).

-5-

(iii)    For the period January 1, 2015, through December 31, 2015, the sum of TEN MILLION EIGHT HUNDRED TWENTY-ONE THOUSAND THREE HUNDRED NINE DOLLARS ($10,821,309) per year, payable as otherwise provided in the Lease in equal monthly installments of NINE HUNDRED ONE THOUSAND SEVEN HUNDRED SEVENTY-SIX DOLLARS ($901,776).

(iv)    For the period January 1, 2016, through December 31, 2016, the sum of ELEVEN MILLION ONE HUNDRED SEVENTY-SIX THOUSAND ONE HUNDRED SIX DOLLARS ($11,176,106) per year, payable as otherwise provided in the Lease in equal monthly installments of NINE HUNDRED THIRTY-ONE THOUSAND THREE HUNDRED FORTY-TWO DOLLARS ($931,342).

(v)    For the period January 1, 2017, through December 31, 2017, the sum of ELEVEN MILLION FIVE HUNDRED THIRTY THOUSAND NINE HUNDRED THREE DOLLARS ($11,530,903) per year, payable as otherwise provided in the Lease in equal monthly installments of NINE HUNDRED SIXTY THOUSAND NINE HUNDRED NINE DOLLARS ($960,909).

(vi)    For the period January 1, 2018, through December 31, 2018, the sum of ELEVEN MILLION EIGHT HUNDRED EIGHTY-FIVE THOUSAND SEVEN HUNDRED DOLLARS ($11,885,700) per year, payable as otherwise provided in the Lease in equal monthly installments of NINE HUNDRED NINETY THOUSAND FOUR HUNDRED SEVENTY-FIVE DOLLARS ($990,475).

(vii)    For the period January 1, 2019, through December 31, 2019, the sum of TWELVE MILLION TWO HUNDRED FORTY THOUSAND FOUR HUNDRED NINETY-SEVEN DOLLARS ($12,240,497) per year, payable as otherwise provided in the Lease in equal monthly installments of ONE MILLION TWENTY THOUSAND FORTY-ONE DOLLARS ($1,020,041).

(viii)    For the period January 1, 2020, through December 31, 2020, the sum of TWELVE MILLION FIVE HUNDRED NINETY-FIVE THOUSAND TWO HUNDRED NINETY-FOUR DOLLARS ($12,595,294) per year, payable as otherwise provided in the Lease in equal monthly installments of ONE MILLION FORTY-NINE THOUSAND SIX HUNDRED EIGHT DOLLARS ($1,049,608).

(ix)    For the period January 1, 2021, through December 31, 2021, the sum of TWELVE MILLION NINE HUNDRED FIFTY THOUSAND NINETY-ONE DOLLARS ($12,950,091) per year, payable as otherwise provided in the Lease in equal monthly installments of ONE MILLION SEVENTY-NINE THOUSAND ONE HUNDRED SEVENTY-FOUR DOLLARS ($1,079,174).

(x)    For the period January 1, 2022, through December 31, 2022, the sum of THIRTEEN MILLION THREE HUNDRED FOUR THOUSAND EIGHT HUNDRED EIGHTY-EIGHT DOLLARS ($13,304,888) per year, payable as otherwise provided in the Lease in equal monthly installments of ONE MILLION ONE HUNDRED EIGHT THOUSAND SEVEN HUNDRED FORTY-ONE DOLLARS ($1,108,741).

The aforesaid rental schedule is based upon and reflects Lessee’s agreement that, from and after January 1, 2013, (x) Lessee’s obligations for the maintenance, repair and operating expenses under the Lease shall be interpreted in accordance with the intent that the Lease provisions relating to payment of Taxes and Operating Expenses shall be converted from a Base Year computation to a straight net basis computation, as contemplated by the provisions of this Second Amendment, and (y) Lessee shall be responsible, at its

-6-

sole cost and expense, for (A) performing maintenance and repair of the Building pursuant to the duties and obligations set forth in Paragraph 11(a) below, and (B) directly contracting and paying for all utilities (including, without limitation, electricity, gas, water, sewer and scavenger services) and janitorial services provided to Lessee, and Lessee shall directly contract with such utility or service provider for such utilities and janitorial services and shall pay directly to such utility or service providers all fees, charges and other costs billed or incurred in connection therewith; provided, however, that Lessor shall procure, and (subject to Lessee’s obligation with respect to payment of Lessee’s Percentage of Operating Expenses for the Building and Exterior Common Areas with respect thereto) pay all costs of, garbage and recycling collection services for the Building and Exterior Common Areas.

(b)    Intentionally Omitted.

(c)    During each additional Option Term validly exercised pursuant to Paragraph 6.1 of the Original Lease (as modified by Paragraph 3 of this Second Amendment), the Base Rent for such Option Term shall be an amount equal to one hundred percent (100%) of the fair market rental value of the Premises (the “Fair Market Rental Value”) as measured during the applicable Comparison Period (as such term is defined in Paragraph 4(c)(ii) below). As used herein, the Fair Market Rental Value shall mean the rental rate for the Premises in their “as is” condition determined by reference to the weighted average monthly amount per rentable square foot, including, without limitation, base rent, additional rent and all other monetary payments and rent escalations, that a willing tenant has agreed to pay and a willing landlord has agreed to accept, in an arms length transaction, for space in the Comparable Buildings (as defined in Paragraph 4(c)(i) below) leased pursuant to Comparable Leases (as defined in Paragraph 4(c)(ii) below), and taking into consideration the additional factors set forth in Paragraphs 4(c)(iii) and 4(c)(iv) below to the extent provided therein:

(i)    For the purposes hereof, the term “Comparable Buildings” shall mean Class A office buildings (including the Building and other buildings in Levi’s Plaza and in the vicinity of Levi’s Plaza) of not less than 100,000 square feet of total space, including rentable space and common areas, located within San Francisco, taking into account adjustments for location, amenities, building efficiency, the condition of the space and building and all concessions offered by the landlords with respect to each such property.

(ii)    For purposes hereof, “Comparable Leases” shall mean fully executed leases that (A) subject to adjustment as provided below, are for premises utilized for office purposes, located entirely or substantially entirely within the Comparable Buildings and including at least one full floor and not less than forty thousand (40,000) rentable square feet, excluding areas subject to expansion options (the “Size Threshold”), (B) subject to adjustment as provided below, have lease execution dates within the twelve (12) month period beginning on the date six (6) months prior to the date Lessee exercises the applicable Option (the “Comparison Period”) and lease term commencement dates that occur within thirty (30) months after such execution date, (C) have a term of not less than eight (8) years and not more than twelve (12) years (excluding extension or renewal options), (D) are not sublease transactions (except in cases where the master lease is a ground lease or a lease entered into for financing purposes), (E) do not involve a tenant that owns an equity interest in the landlord or in the Comparable Building, (F) are not renewals or extensions or expansions of an existing lease (except as permitted below), (G) are not executed by an institutional lender in possession following a foreclosure by such institutional lender (except as permitted below), and (H) are not for space at a property that was, at the time such lease was executed, subject to a deed of trust that was being foreclosed (except as permitted below) (the criteria in the preceding items (A) through (H) are referred to herein collectively as the “Comparable Lease Criteria”).

-7-

Initial Review: Initially, Lessor and Lessee shall review leases within the Comparable Buildings meeting the Size Threshold and executed during the Comparison Period in an effort to identify at least six (6) Comparable Leases (as defined utilizing the Comparable Lease Criteria) (each lease so identified shall be referred to herein as a “Qualifying Comparable Lease” and the initial review conducted by Lessee and Lessor shall be referred to herein as the “Initial Review”).

Second Review: If, after review of leases within the Comparable Buildings meeting the Size Threshold and executed during the Comparison Period, there are fewer than six (6) Qualifying Comparable Leases (as defined utilizing the Comparable Lease Criteria) identified following the Initial Review, then Lessor and Lessee shall make adjustments to the Comparison Period (as provided below) in an attempt to identify sufficient additional Comparable Leases to be added to the Qualifying Comparable Leases identified during the Initial Review to reach six (6) Qualifying Comparable Leases (this second review conducted by Lessee and Lessor shall be referred to herein as the “Second Review” and each Comparable Lease identified during this Second Review shall constitute a Qualifying Comparable Lease notwithstanding the fact that the Comparison Period has been so adjusted). During the Second Review, the Comparison Period shall be expanded in two (2) month increments, for each increment adding one (1) month at each end of the Comparison Period, until there are sufficient additional Comparable Leases identified during such Second Review when added to the Qualifying Comparable Leases identified during the Initial Review so that there are at least six (6) Qualifying Comparable Leases; provided, however, in no event shall the Comparison Period be expanded to exceed twenty-four (24) months in length.

Third Review: If the Comparison Period has been expanded to twenty-four (24) months and there continue to be fewer than six (6) Qualifying Comparable Leases identified following the Second Review, then Lessor and Lessee shall make adjustments to the Size Threshold (as provided below) in an attempt to identify sufficient additional Comparable Leases to be added to the Qualifying Comparable Leases identified during the Initial Review and the Second Review to reach six (6) Qualifying Comparable Leases (this third review conducted by Lessee and Lessor shall be referred to herein as the “Third Review” and each Comparable Lease identified during this Third Review shall constitute a Qualifying Comparable Lease notwithstanding the fact that the Size Threshold is adjusted as provided herein). During the Third Review, the original twelve (12) month Comparison Period shall be reinstated and the Size Threshold shall be reduced in increments of one thousand (1,000) rentable square feet until there are sufficient additional Comparable Leases identified during such Third Review when added to the Qualifying Comparable Leases identified during the Initial Review and the Second Review so that there are at least six (6) Qualifying Comparable Leases; provided, however, that in no event shall the Size Threshold be reduced below twenty-thousand (20,000) rentable square feet.

Fourth Review: If the Size Threshold has been reduced to twenty-thousand (20,000) rentable square feet and there continue to be fewer than six (6) Qualifying Comparable Leases identified following the Third Review, then Lessor and Lessee shall make adjustments to the Comparison Period (as provided below) in an attempt to identify sufficient additional Comparable Leases to be added to the Qualifying Comparable Leases identified during the Initial Review, the Second Review and the Third Review to reach six (6) Qualifying Comparable Leases (this fourth review conducted by Lessee and Lessor shall be referred to herein as the “Fourth Review” and each Comparable Lease identified during this Fourth Review shall constitute a Qualifying Comparable Lease notwithstanding the fact that the Size Threshold and the Comparison Period is adjusted as provided herein). During the Fourth Review, Lessor and Lessee shall reinstate the original forty-thousand (40,000) rentable square foot Size Threshold, the Comparison Period shall be increased in two (2) month increments, for each increment adding one month at each end of the Comparison Period, and the Size Threshold shall be reduced (in tandem with the increases in the Comparison Period) in increments of three thousand three hundred thirty-three (3,333) rentable square feet until there are sufficient additional Comparable Leases identified during such Fourth Review when added to the Qualifying Comparable Leases identified during the Initial Review, the Second Review and the Third Review so that there are at least six (6) Qualifying Comparable Leases; provided, however, that in no event shall the Comparison Period exceed twenty-four (24) months, nor shall the Size Threshold be less than twenty thousand (20,000) rentable square feet.

-8-

Fifth Review: If the Comparison Period has been expanded to twenty-four (24) months utilizing the Size Threshold of twenty thousand (20,000) rentable square feet and there continue to be fewer than six (6) Qualifying Comparable Leases identified following the Fourth Review, then Lessor and Lessee shall reinstate the original twelve (12) month Comparison Period and the original forty thousand (40,000) square foot Size Threshold and shall review leases that (x) are renewals or extensions of existing leases that are negotiated at arm’s length between the landlord and tenant without reference to any minimum rent requirements established by an existing lease, (y) leases that are executed by an institutional lender following a foreclosure by such institutional lender, and (z) leases for space at a property that was, at the time such lease was executed, subject to a deed of trust that was being foreclosed (leases identified in the preceding items (x), (y) and (z) shall be referred to herein as the “Suspect Leases”) in an attempt to identify sufficient additional Comparable Leases to be added to the Qualifying Comparable Leases identified during the Initial Review, the Second Review, the Third Review and the Fourth Review to reach six (6) Qualifying Comparable Leases (this fifth review conducted by Lessee and Lessor shall be referred to herein as the “Fifth Review” and each Comparable Lease identified during this Fifth Review shall constitute a Qualifying Comparable Lease notwithstanding the fact that the Suspect Lease violates the Comparable Lease Criteria set forth in items (F), (G) or (H) above); provided, however, that Suspect Leases may only be considered to the extent necessary to achieve a total of six (6) Qualifying Comparable Leases and in no event shall more than three (3) Suspect Leases be included as Qualifying Comparable Leases.

Sixth Review: If the Suspect Leases have been considered and there continue to be fewer than six (6) Qualifying Comparable Leases identified following the Fifth Review, then Lessor and Lessee shall make adjustments to the Comparison Period (as provided below) in an attempt to identify sufficient additional Comparable Leases together with Suspect Leases to be added to the Qualifying Comparable Leases identified during the Initial Review, the Second Review, the Third Review, the Fourth Review and the Fifth Review to reach six (6) Qualifying Comparable Leases (this sixth review conducted by Lessee and Lessor shall be referred to herein as the “Sixth Review” and each Comparable Lease identified during this Sixth Review shall constitute a Qualifying Comparable Lease notwithstanding the fact that the Comparison Period is adjusted as provided herein or Suspect Leases are included which violate the Comparable Lease Criteria set forth in items (F), (G) or (H) above); provided, however, in no event shall more than three (3) Suspect Leases be included as Qualifying Comparable Leases, whether during the Fifth Review or this Sixth Review. During the Sixth Review, the Comparison Period shall be increased in two (2) month increments, for each increment adding one month at each end of the Comparison Period, until there are sufficient additional Comparable Leases identified during such Sixth Review when added to the Qualifying Comparable Leases identified during the Initial Review, the Second Review, the Third Review, the Fourth Review and the Fifth Review so that there are at least six (6) Qualifying Comparable Leases; provided, however, that in no event shall the Comparison Period exceed twenty-four (24) months.

Seventh Review: If the Suspect Leases have been considered and the Comparison Period has been expanded to twenty-four (24) months and there continue to be fewer than six (6) Qualifying Comparable Leases identified following the Sixth Review, then the Comparison Period shall remain at twenty-four (24) months and Lessor and Lessee shall make adjustments to the Size Threshold (as provided below) in an attempt to identify sufficient additional Comparable Leases together with Suspect Leases to be added to the Qualifying Comparable Leases identified during the Initial Review, the Second Review, the Third Review, the Fourth Review, the Fifth Review and the Sixth Review to reach six (6) Qualifying Comparable Leases (this seventh review conducted by Lessee and Lessor shall be referred to herein as the “Seventh Review” and each Comparable Lease identified during this Seventh Review shall constitute a Qualifying Comparable Lease notwithstanding the fact that the Comparison Period and Size Threshold are each adjusted as provided herein or Suspect Leases are included which violate the Comparable Lease Criteria set forth in items (F),

-9-

(G) or (H) above); provided, however, in no event shall more than three (3) Suspect Leases be included as Qualifying Comparable Leases, whether during the Fifth Review, the Sixth Review or this Seventh Review. During the Seventh Review, the Comparison Period shall remain at twenty-four (24) months and the Size Threshold shall be reduced in increments of one thousand (1,000) rentable square feet until there are sufficient additional Comparable Leases identified during such Seventh Review when added to the Qualifying Comparable Leases identified during the Initial Review, the Second Review, the Third Review, the Fourth Review, the Fifth Review and the Sixth Review so that there are at least six (6) Qualifying Comparable Leases; provided, however, that in no event shall the Size Threshold be decreased below twenty-thousand (20,000) square feet.

Notwithstanding the foregoing, if at least six (6) Qualifying Comparable Leases have not been identified despite the completion of the seven reviews described above, the parties and the Qualified Appraisers may consider any lease transactions or other data as evidence of Fair Market Rental Value, with the understanding that in the event such other transactions or data are presented to a third Qualified Appraiser pursuant to Paragraph 4(g) (iii) below, the third Qualified Appraiser shall make its own assessment of the probative value of such other transactions or data.

(iii)    To assure that the Fair Market Rental Value reflects the adjustments agreed upon by the parties (disregarding any brokerage commissions paid in connection with the Qualifying Comparable Leases), the parties or appraisers shall make appropriate adjustments to the rental rates of the Qualifying Comparable Leases after considering the following factors and comparing the Qualifying Comparable Leases to the Lease:

(A)    the rental rate of any Qualifying Comparable Lease shall be adjusted to account for any differences (such as a base year computation method), if any, between such Qualifying Comparable Lease and the Lease with respect to the operating expenses, taxes, and other payments;

(B)    if a tenant under a Qualifying Comparable Lease is receiving free rent, landlord lease assumption payments or allowances, moving expenses or other customary and ordinary material economic office rental market concessions and inducements, the rental rate of such Qualifying Comparable Lease shall be adjusted to account for the amortized portion of the rental attributable to such concessions and inducements;

(C)    if the base rent of a Qualifying Comparable Lease includes payment by the landlord for utilities, janitorial services or other material expenses for standard office hour usage, and such expenses are directly contracted for and paid by Lessee under the Lease, then the rental rate of such Qualifying Comparable Lease shall be adjusted to account for the portion of the rental attributable to such expenses;

(D)    if a tenant under a Qualifying Comparable Lease is receiving parking allowances or parking rights in a proportionately greater or lesser amount than the parking allowances or parking rights provided to Lessee under the Lease, then the rental rate of such Qualifying Comparable Lease shall be adjusted to account for the portion of the rental attributable to such greater or lesser benefit being provided to the tenant under said Qualifying Comparable Lease;

(E)    the rental rate of any Qualifying Comparable Lease shall be adjusted to account for any differences between a “Comparable Lease Tenant Improvement Package” granted to a tenant under a Qualifying Comparable Lease, and the “Adjusted Value of the Premises’ Tenant Improvements”, which adjustment, if any, shall be determined in accordance with the provisions contained in Schedule 4(c) attached to the First Amendment;

-10-

(F)    if the rentable square footage of a Qualifying Comparable Lease premises has been established utilizing a measurement standard other than the Standard Method for Measuring Floor Area in Office Buildings published by BOMA, ANSI/BOMA 765.1-1996 (the “1996 BOMA Standard”, provided that if the 1996 BOMA Standard is replaced by a successor BOMA standard method, the successor standard method published by BOMA (or any comparable successor organization) most recently prior to the commencement of the subject Option Term for which the Fair Market Rental Value is being determined shall be used (the “Remeasurement Standard”), the rental rate of such Qualifying Comparable Lease shall be adjusted (either up or down) to be equivalent to the rental rate per rentable square foot that would result in the same total base rent amount if the Remeasurement Standard had instead been utilized to calculate the rentable square footage of such Qualifying Comparable Lease premises; and

(G)    any other material and relevant factor that, in a good faith determination of the Fair Market Rental Value, should fairly and reasonably be taken into account, excluding any brokerage commissions paid in connection with the Qualifying Comparable Leases; provided, however, the determination of Fair Market Rental Value shall be made without consideration of hypothetical or speculative future market conditions as may exist at the time of the beginning of the Option Term, but must be made based upon the rental terms set forth in the Qualifying Comparable Leases.

(iv)    Whenever it is necessary or appropriate to utilize a discount rate in connection with the determination of Fair Market Rental Value pursuant to this Paragraph 4(c), the parties or appraisers shall agree upon and use a discount rate that is reasonably appropriate under the then-prevailing market conditions.

(d)     Notwithstanding anything in Paragraph 4(c) to the contrary, in no event shall the Base Rent for any Option Term, excluding the Second Extended Term, be less than the Base Rent in effect for the term ending immediately prior to such Option Term; provided, however, Lessor and Lessee hereby acknowledge that Base Rent figures will vary depending upon whether the Lease is written on a triple net basis, a gross basis, or a modified gross (i.e. Base Year operating expense) basis and Lessor and Lessee agree that in determining the effect of this Paragraph, adjustments shall be made to the respective Base Rent figures to ensure that the Base Rent for the end of a particular term is being measured on a comparable and equitable basis to the Base Rent to be in effect at the start of the ensuing Option Term.

(e)     During the Comparison Period and until such time as the Fair Market Rental Value has been finally determined for the Option Term, each party shall promptly give the other full access to all written information that it has concerning the Comparable Leases, including, without limitation, copies of lease agreements. Each party shall agree to appropriate and reasonable confidentiality agreements preserving the confidentiality of shared information.

(f)     Within two hundred forty (240) days after the date on which Lessee delivers to Lessor its notice of the exercise of an Option, Lessee and Lessor shall notify each other in writing of their respective proposed Base Rent for such Option Term (“Rent Proposal Notice”). Lessor and Lessee shall arrange for a simultaneous exchange of such Rent Proposal Notices. If the proposed Base Rent set forth in Lessor’s Rent Proposal Notice is less than or equal to one hundred five percent (105%) of the proposed Base Rent set forth in Lessee’s Rent Proposal Notice, then the Base Rent during such Option Term shall be the average amount of the two proposed Base Rent amounts. If the proposed Base Rent set forth in Lessor’s Rent Proposal Notice is greater than one hundred five percent (105%) of the proposed Base Rent set forth in Lessee’s Rent Proposal Notice, then Lessor and Lessee shall thereafter promptly meet and confer regarding Lessor’s proposed Base Rent for such Option Term and Lessee’s proposed Base Rent for such Option Term in an attempt to reach agreement on a determination of the Base Rent for such Operation Term. If the parties are thereafter unable to agree on a determination of Base Rent for such Option Term,

-11-

then, within sixty (60) days after Lessee’s receipt of Lessor’s Rent Proposal Notice, Lessee shall have the right either to (i) accept Lessor’s statement of Base Rent reflected in Lessor’s Rent Proposal Notice as the Base Rent for the Option Term, or (ii) elect to determine the Fair Market Rental Value pursuant to an appraisal process to be conducted pursuant to the provisions of Paragraph 4(g) below (the “appraisal”). Failure on the part of Lessee to elect such appraisal process within such sixty (60) day period shall constitute acceptance of the Base Rent for the Option Term as determined by Lessor, as stated within Lessor’s Rent Proposal Notice. If Lessee elects to determine the Fair Market Rental Value pursuant to the appraisal process, the appraisal shall be concluded on or before the Outside Determination Date (as defined in Paragraph 4(g)(ii) below), subject to extension if a third appraiser is required and does not act or is not able to act in a timely manner. To the extent that the appraisal has not been completed prior to the commencement of an Option Term, Lessee shall continue to pay Base Rent at the rate in effect during the last month of the term prior to commencement of the subject Option Term until the Fair Market Rental Value has been determined and, within thirty (30) days after the Fair Market Rental Value is ultimately determined by such appraisal, as provided herein, Lessee shall pay to Lessor an amount equal to the difference between the amounts previously paid by Lessee during such Option Term as Base Rent and the amount that should have been paid using the actual Base Rent for the subject Option Term.

(g)     In the event that Lessee elects to determine the Fair Market Rental Value pursuant to an appraisal process, the appraisal shall be conducted as follows:

(i)    Lessee shall make a demand for an appraisal in writing within sixty (60) days after receipt of Lessor’s Rent Proposal Notice given under Paragraph 4(f) above, specifying in such written demand the name and address of the person to act as the appraiser on Lessee’s behalf. The appraiser shall be a Qualified Appraiser (as defined below). Failure on the part of Lessee to make a proper and timely demand for such appraisal and appointment of a Qualified Appraiser shall constitute a waiver of the right thereto; provided, however, that no technical defect (including, without limitation, any dispute concerning the qualifications of a proposed Qualified Appraiser) in a notice that timely and fairly advises Lessor that Lessee demands an appraisal shall be a waiver. Within thirty (30) days after the service of the demand for such appraisal, Lessor shall give written notice to Lessee, specifying the name and address of the person designated by Lessor to act as the Qualified Appraiser on its behalf. Failure on the part of Lessor to make such appointment in a timely manner shall constitute a waiver of the right thereto, in which event appointment of party appraisers shall be deemed complete; provided, however, that no technical defect (including, without limitation, any dispute concerning the qualifications of a proposed Qualified Appraiser) in a notice that timely and fairly advises Lessee of Lessor’s appointment of an appraiser shall be a waiver. As used herein, the term “Qualified Appraiser” shall mean a real estate appraiser who (a) is a member of the American Institute of Real Estate Appraisers (MAI) or any comparable successor organization, (b) has at least ten (10) years professional experience within San Francisco, (c) is generally familiar with first-class commercial office space in and has experience in arbitrating the fair market rental value of commercial office spaces within San Francisco, and (d) has arbitrated the fair market value of at least three (3) separate commercial office space leases covering not less than fifty thousand (50,000) rentable square feet each.

(ii)    In the event that two Qualified Appraisers are chosen pursuant to Paragraph 4(g)(i) above, the Qualified Appraisers so chosen shall, no later than the date (the “Outside Determination Date”) that is sixty (60) days following the date on which the second such Qualified Appraiser is chosen, determine the Fair Market Rental Value. In connection therewith, the Qualified Appraisers shall each view the Premises and the premises pertaining to the Qualifying Comparable Leases and shall meet and confer with each other about the Fair Market Rental Value. If the two Qualified Appraisers are unable to agree upon a determination of Fair Market Rental Value on or before the Outside Determination Date (as the same may have been extended pursuant to Paragraph 4(g)(iv) below), then they, themselves, shall appoint a third Qualified Appraiser, who shall be impartial. In the event they are unable to agree upon such appointment within ten (10) days after expiration of the Outside Determination Date,

-12-

the third Qualified Appraiser shall be selected by the parties themselves, if they can agree thereon, within a further period of seven (7) days. If the parties do not so agree within such further seven (7) day period, then either party, on behalf of both, may request appointment of such a Qualified Appraiser by the then Presiding Judge of the Superior Court in and for the City and County of San Francisco (pursuant to such procedure as the Presiding Judge shall determine, acting in his private and not in his official capacity), and the other party shall not raise any question as to such Judge’s full power and jurisdiction to entertain the application for and make the appointment.

(iii)    Where the Fair Market Rental Value cannot be resolved by agreement between the two Qualified Appraisers selected by Lessor and Lessee or settlement between the parties prior to or during the course of the appraisal process, the Fair Market Rental Value shall be determined by the three Qualified Appraisers within thirty (30) days of the appointment of the third Qualified Appraiser in accordance with the following procedure: The Qualified Appraiser selected by each of the parties shall state in writing his or her determination of the Fair Market Rental Value supported by the reasons therefor with counterpart copies to each party. The Qualified Appraisers shall arrange for a simultaneous exchange of such proposed resolutions. The role of the third Qualified Appraiser shall be to select which of the two proposed resolutions most closely approximates his or her determination of the Fair Market Rental Value. In connection therewith, the third Qualified Appraiser may view the Premises and the premises pertaining to the Qualifying Comparable Leases. The third Qualified Appraiser shall have no right to propose a middle ground or any modification of either of the two proposed resolutions. The third Qualified Appraiser shall issue a written statement explaining his or her decision. The resolution he or she chooses as most closely approximating his or her determination shall constitute the decision of the Qualified Appraisers and be final and binding upon the parties.

(iv)    In the event of a failure, refusal or inability of any Qualified Appraiser to act, his or her successor shall be appointed by him or her or by the party who appointed said Qualified Appraiser if the Qualified Appraiser is unable or unwilling to act, but in the case of the third Qualified Appraiser, his or her successor shall be appointed in the same manner as provided for appointment of the third Qualified Appraiser and, in connection therewith, the Outside Determination Date shall be extended to be the date upon which Lessor and Lessee first learned that the third Qualified Appraiser failed, refused or was unable to act. Any decision in which the Qualified Appraiser appointed by Lessor and the Qualified Appraiser appointed by Lessee concur shall be binding and conclusive upon the parties. Each party shall pay the fee and expenses of its respective Qualified Appraiser and both shall share the fee and expenses of the third Qualified Appraiser, if any.

5.    Lessee Approval Rights with Respect to other Tenants located within Levi’s Plaza.

(a)     Key Competitors. Notwithstanding anything to the contrary contained within the Lease, Lessor shall not, without the prior consent of Lessee, lease space within Levi’s Plaza, or consent to the assignment of a lease within Levi’s Plaza, or consent to the sublease of space within Levi’s Plaza, to any Key Competitor (as such term is defined below); provided, however, in connection with Lessor’s consent to an assignment of a lease or sublease of space, no such limitation shall apply nor shall any consent of Lessee be required if the withholding of Lessor’s consent would violate the terms of the underlying lease or otherwise result in a violation of applicable law. “Key Competitors” means apparel companies in the retail or wholesale marketplace similar to the competitors listed as Key Competitors below, as such list may be updated from time to time as provided below, that design, manufacture or sell products that directly compete with any of Lessee’s brands, products, or companies. Key Competitors include, but are not limited to: The Gap Inc (including Old Navy and Banana Republic); VF-Corp (including Lee and Wrangler brands); Abercrombie & Fitch (including Hollister and Ruehl); American Eagle; Ralph Lauren Brands (including Polo and RL); Tommy Hilfiger; Calvin Klein; Seven for All Mankind; Lucky; Guess; Liz Claiborne; Jordache; and G-Star. Lessee will notify Lessor not less frequently than every five (5) years of its Key Competitors and shall have the right to notify Lessor at any time of companies that are Key Competitors as Lessee becomes aware of their identity.

-13-

(b)     Consent Process. If Lessor desires to lease any space at Levi’s Plaza or consent to an assignment or sublease to a prospective tenant that (i) is identified above as a Key Competitor, (ii) has been identified by Lessee as a Key Competitor in a writing delivered to Lessor after the date of this Amendment, or (iii) Lessor should reasonably believe, in Lessor’s reasonable judgment, based upon information provided to Lessor at such time, is a Key Competitor, Lessor will inform Lessee in writing in advance of entering into any binding agreement with such prospective tenant for any premises located within Levi’s Plaza (or, in the case of an assignment or sublease, prior to consenting to such assignment or sublease), which notice shall specify the name, type of business and proposed use by such prospective tenant; provided, however, in connection with Lessor’s consent to an assignment of a lease or sublease of space, no such limitation shall apply nor shall any notice to or consent of Lessee be required if the withholding of Lessor’s consent would violate the terms of the underlying lease or otherwise result in a violation of applicable law. If such prospective tenant/assignee/sublessee is an actual Key Competitor within the meaning of Paragraph 5(a) above, Lessee may withhold its consent to such proposed tenant/assignee/sublessee by written notice to Lessor delivered within six (6) business days after Lessor’s request, which notice shall indicate that such prospective tenant/assignee/sublessee is a Key Competitor together with a statement from Lessee explaining the basis on which the prospective tenant/assignee/sublessee constitutes a Key Competitor; provided, however, in connection with Lessor’s consent to an assignment of a lease or sublease of space, Lessee shall have no right to consent to or otherwise disapprove any such assignee or sublessee if the withholding of Lessor’s consent to any such assignment of a lease or subleasing of space would violate the terms of the underlying lease or otherwise result in a violation of applicable law. Failure of Lessee to approve or disapprove any such proposed tenant/assignee/sublessee within such six (6) business day period shall be deemed Lessee’s approval of such tenant/assignee/sublessee and such six (6) business day period shall constitute Lessee’s only review right with respect to such tenant/assignee/sublessee. Lessee’s determination of whether a prospective tenant/assignee/sublessee is a Key Competitor shall be made in good faith. If Lessor leases any space to an actual Key Competitor or consents to a sublease or assignment to a Key Competitor without obtaining Lessee’s consent when required hereunder, Lessor shall be liable for all actual costs, expenses, damages and losses incurred by Lessee as a result of such lease and tenancy; provided, however, (A) in the case of Lessor’s consent to an assignment of a lease or sublease of space, Lessor shall have no such liability to Lessee (irrespective of whether or not such assignee/sublessee is an actual Key Competitor) if the withholding of Lessor’s consent would violate the terms of the underlying lease or otherwise result in a violation of applicable law, and (B) in no event shall Lessor be liable to Lessee under any circumstances for injury or damage to, or interference with Lessee’s business, including, but not limited to, loss of profits or other revenues, loss of business opportunity or loss of goodwill; provided, further, however, that the parties hereby stipulate that in view of the irreparable harm likely to result to Lessee’s business in the event of a breach of the provisions of this Paragraph 5 by Lessor, Lessee shall be entitled to obtain injunctive relief to enforce its rights pursuant to this Paragraph 5, provided, that no such injunctive relief shall be afforded Lessee in the case of Lessor’s consent to an assignment of a lease or sublease of space, if the withholding of Lessor’s consent would violate the terms of the underlying lease or otherwise result in a violation of applicable law.

6.    Subordination and Attornment, Non-Disturbance Agreement. Supplementing the provisions of Paragraph 8 of the First Amendment, Lessee agrees to enter into and Lessor shall cause Lessor’s current lender to enter into a Subordination, Attornment and Non-Disturbance Agreement, concurrently with the execution of this Second Amendment by Lessor and Lessee, that in addition to the provisions set forth in Paragraph 8 shall include the lender’s agreement to be bound by Lessee’s offset rights set forth in Paragraph 15 below.

-14-

7.    Right of First Offer to Lease. Paragraph 11 of the First Amendment is deleted in its entirety and replaced with this Paragraph 7. In connection therewith, Schedule 11(c) to the First Amendment is deleted in its entirety and replaced with Schedule 7(c) attached hereto. Lessor hereby grants to Lessee a right of first offer with respect to office space that has Become Available (as hereinafter defined) in either the building located at 1255 Battery Street, San Francisco, California (the “Haas Building”) or the building located at 1265 Battery Street, San Francisco, California (the “Stern Building”) (such space within the Haas Building or the Stern Building, herein the “First Offer Space”). Lessee’s right of first offer as provided in this Paragraph 7 shall be personal to Lessee and shall not be assignable by Lessee nor included in any rights of any sublessee from Lessee (provided, however, that Lessee may assign its right of first offer in connection with an assignment of the Lease to an Affiliate of Lessee or a Permitted Assignee, and Lessee may grant a sublessee an option to expand contingent upon Lessee’s exercise of its right of first offer with respect to First Offer Space as provided hereunder), and shall be subject to the following terms and conditions:

(a)     Procedure for Offer. From and after the Effective Date, Lessor shall notify Lessee (the “First Offer Notice”) from time to time when any First Offer Space has Become Available for lease to third parties, provided that no Superior Rights Holder wishes to exercise a Superior Right (as such terms are defined in Paragraph 7(c) below) to lease such First Offer Space and that such right of first offer has not otherwise terminated as set forth in Paragraph 7(f) below. Pursuant to such First Offer Notice, Lessor shall offer to lease to Lessee the First Offer Space which has then Become Available. The First Offer Notice shall describe the First Offer Space so offered to Lessee and shall set forth the base rent, additional rent, the term for such lease of the First Offer Space, any tenant improvement allowance, relocation allowance, free rent period or similar economic enhancements or inducements to the prospective tenant, and the extent to which operating expenses, taxes and insurance are to be charged to the prospective tenant (collectively, the “First Offer Effective Rent”) and any expansion rights, rights of first offer to lease or extension rights (the “First Offer Renewal/Expansion Rights”) and such other lease terms upon which Lessor is willing to lease such First Offer Space to Lessee (the First Offer Effective Rent, the First Offer Renewal/Expansion Rights and such other terms are referred to herein as the “First Offer Terms”). The First Offer Terms shall be the then prevailing fair market rent and other terms which Lessor intends to offer the First Offer Space for lease to third parties.

(b)     Procedure for Acceptance.

(i)    With respect to First Offer Space that has Become Available (as such term is defined in Paragraph 7(c) below) on or before December 31, 2022, if Lessee wishes to exercise Lessee’s right of first offer with respect to the First Offer Space described in the First Offer Notice, then within twelve (12) business days after delivery of the First Offer Notice to Lessee, Lessee shall deliver written notice to Lessor (“Lessee’s Exercise Notice”), evidencing Lessee’s exercise of its right of first offer with respect to the entire First Offer Space described in the First Offer Notice, on the First Offer Terms. If Lessee does not so notify Lessor within such twelve (12) business day period, then Lessor shall be free to lease the First Offer Space described in the First Offer Notice to any third party, and Lessee shall have no further rights hereunder with respect to such First Offer Space, until Lessee’s rights hereunder revive as provided in Paragraph 7(g) below. Notwithstanding anything to the contrary contained herein, Lessee must elect to exercise its right of first offer, if at all, with respect to all of the First Offer Space offered by Lessor to Lessee at any particular time (provided that all such First Offer Space is contiguous space or has otherwise been vacated by a single tenant or occupant (herein, “single user space”)), and Lessee may not elect to lease only a portion thereof. If Lessee does not elect to exercise its right of first offer with respect to all of the contiguous or single user space then offered by Lessor, Lessee shall have no further right of first offer with respect to that First Offer Space, until Lessee’s rights hereunder revive as provided in Paragraph 7(g) below.

-15-

(ii)    With respect to First Offer Space that has Become Available after December 31, 2022, if Lessee wishes to exercise Lessee’s right of first offer with respect to the First Offer Space described in the First Offer Notice, then within twelve (12) business days after delivery of the First Offer Notice to Lessee, Lessee shall deliver Lessee’s Exercise Notice, evidencing Lessee’s exercise of its right of first offer with respect to the entire First Offer Space described in the First Offer Notice, either on the First Offer Terms or on terms to be negotiated between Lessor and Lessee as provided in this Paragraph 7(b)(ii). If Lessee does not so notify Lessor within such twelve (12) business day period, then Lessor shall be free to lease the First Offer Space described in the First Offer Notice to any third party, and Lessee shall have no further rights hereunder with respect to such First Offer Space, until Lessee’s rights hereunder revive as provided in Paragraph 7(g) below. Notwithstanding anything to the contrary contained herein, Lessee must elect to exercise its right of first offer, if at all, with respect to all of the First Offer Space offered by Lessor to Lessee at any particular time (provided that all such First Offer Space is “single user space” as such term is defined in the parenthetical within Paragraph 7(b)(i) above), and Lessee may not elect to lease only a portion thereof. If Lessee does not elect to exercise its right of first offer with respect to all of the contiguous or single user space then offered by Lessor, Lessee shall have no further right of first offer with respect to that First Offer Space, until Lessee’s rights hereunder revive as provided in Paragraph 7(g) below. In the event that Lessee does deliver Lessee’s Exercise Notice to Lessor within the twelve (12) business day period and Lessee’s Exercise Notice states that such exercise shall be on terms to be negotiated between Lessor and Lessee, then Lessor and Lessee agree to negotiate in good faith for a period of up to twenty (20) days after Lessor’s receipt of Lessee’s Exercise Notice to determine the rent (based on the then prevailing fair market rent), other economic terms and other material terms. If Lessor and Lessee cannot in good faith agree upon the rent, other economic and other material terms within such twenty (20) day period, then Lessor shall be free to lease the First Offer Space described in the First Offer Notice to any third party and Lessee shall have no further right of first offer with respect to that First Offer Space, until Lessee’s rights hereunder revive as provided in Paragraph 7(g) below. Lessor and Lessee acknowledge and agree that neither the determination of the First Offer Terms nor any negotiated rent (including, without limitation, the determination of the then prevailing fair market rent) and other economic terms shall be subject to arbitration or other judicial determination in the event that Lessor and Lessee are unable to agree thereon; provided, however, nothing contained herein shall excuse either Lessor’s or Lessee’s obligation to act in good faith.

(c)     Superior Rights. Lessee’s right of first offer shall be subordinate to the rights specifically described on Schedule 7(c) (collectively, the “Superior Rights”) of the named tenants (collectively, the “Superior Rights Holders”) under the leases (collectively, the “Superior Leases”) identified on Schedule 7(c) attached hereto, for so long as those named tenants remain the tenants under such Superior Leases and such Superior Leases remain in effect. Without limiting the foregoing, Lessor and Lessee acknowledge that Lessee currently occupies space within the Haas Building and the Stern Building (herein, the “Excluded Space”) pursuant to separate lease agreements between Lessor and Lessee. Notwithstanding anything to the contrary in the Lease, Lessee hereby acknowledges and agrees that (a) Lessee’s right of first offer provided in this Paragraph 7 shall not arise with respect to the Excluded Space until the expiration or earlier termination of the first lease of each portion of the Excluded Space between Lessor and a third party which commences following the date upon which Lessee’s lease of the subject Excluded Space expires or is otherwise terminated (each such first lease herein, an “Initial Excluded Space Lease”), and (b) for the purposes of this Paragraph 7, each such lease shall constitute a Superior Lease, the tenant thereunder shall constitute a Superior Rights Holder and any rights granted to such tenant in such lease shall constitute Superior Rights. As used in this Paragraph 7, the term “Become Available” shall mean that (i) with the exception of Lessee’s separate lease of the Excluded Space in existence on the date of this Second Amendment, the Superior Lease of the subject First Offer Space has terminated, either by default, mutual agreement, or expiration of the initial term of such Superior Lease, and (ii) the space which was the subject of such existing lease has not been relet to any of the Superior Rights Holders (including, any of the third party lessees of the Excluded Space referenced in the preceding sentence), or a permitted

-16-

assignee of any such Superior Rights Holder (as provided in the respective Superior Lease), immediately thereafter, either through (X) the exercise of any Superior Right within the subject Superior Lease, or (Y) the exercise of a Superior Right by any other Superior Rights Holder, or (Z) (1) with respect to all periods on or before December 31, 2022, in the case of leases of retail space only, the renewal, whether by right or negotiation, of the previous Superior Lease with respect to any such space by the Superior Rights Holder who was the tenant under the subject Superior Lease or any other party who is then in occupancy of the subject space under the subject Superior Lease, and (2) with respect to all periods after December 31, 2022, the renewal, whether by right or negotiation, of the previous Superior Lease with respect to any such space by the Superior Rights Holder who was the tenant under the subject Superior Lease or any other party who is then in occupancy of the subject space under the subject Superior Lease.

(i)    Request For Notice. Lessee shall have the right to submit a written request to Lessor (herein, an “Excluded Space Superior Rights Request”), requesting a list of the then existing Superior Rights contained within the then existing Initial Excluded Space Leases. If Lessee submits an Excluded Space Superior Rights Request, then Lessor shall, within thirty (30) days after receipt of such Excluded Space Superior Rights Request, provide Lessee with written notice of the Superior Rights contained within any then existing Initial Excluded Space Leases (herein, an “Excluded Space Superior Rights Notice”), which shall be binding upon Lessor as the complete list of Superior Rights contained within such Initial Excluded Space Leases covered by such Excluded Space Superior Rights Notice, but not binding with respect to any Initial Excluded Space Lease first executed after the date of such notice.

(d)     Construction In First Offer Space. Lessee shall take any and all First Offer Space in its then “as is” condition, with such tenant improvement allowance, if any, offered by Lessor in the First Offer Notice or, solely with respect to any First Offer Space that has Become Available after December 31, 2022, as otherwise negotiated between Lessor and Lessee as provided in Paragraph 7(b)(ii) above. Except as provided in the First Offer Notice or, solely with respect to any First Offer Space that has Become Available after December 31, 2022, as otherwise negotiated between the parties as provided in Paragraph 7(b)(ii) above, Lessor shall have no obligation to construct or install any improvements, furnishings or equipment whatsoever in the First Offer Space.

(e)     Execution of Lease. If Lessee timely exercises Lessee’s right to lease the First Offer Space described in the First Offer Notice, Lessor and Lessee shall within thirty (30) days thereafter execute a lease agreement for such First Offer Space upon the terms and conditions set forth in the First Offer Notice or, solely with respect to any First Offer Space that has Become Available after December 31, 2022, as otherwise negotiated between Lessor and Lessee as provided in Paragraph 7(b)(ii) above. Lessee shall commence payment of the First Offer Effective Rent for the First Offer Space described in the First Offer Notice and the term of such First Offer Space shall commence (“First Offer Commencement Date”) upon the date set forth in the First Offer Notice or, solely with respect to any First Offer Space that has Become Available after December 31, 2022, as otherwise negotiated between Lessor and Lessee as provided in Paragraph 7(b)(ii) above. Notwithstanding anything to the contrary contained herein, if any default exists under the Lease beyond any applicable cure period either at the time Lessee exercises any right of first offer or at any time thereafter prior to or upon the First Offer Space Commencement Date, Lessor shall have, in addition to all of Lessor’s rights and remedies under the Lease, the right to terminate Lessee’s right to lease the First Offer Space and to cancel unilaterally Lessee’s exercise of its right of first offer.

(f)     Suspension of Right of First Offer. The right of first offer contained in this Paragraph 7 shall be suspended and not available to Lessee at any time during the term of the Lease, that either (i) the Square Footage Threshold has been exceeded, or (ii) Lessee has assigned the Lease to a party that is not an Affiliate of Lessee, or (iii) the Premises constitute less than two hundred ninety thousand (290,000) rentable square feet within the Building. The Right of First Offer shall not be contingent on Lessee leasing space in either the Haas Building or the Stern Building as of the date of this Second Amendment or as of the date First Offer Space has Become Available in such buildings.

-17-

(g)     Revival. Lessee’s right of first offer for the First Offer Space is a continuing right of first offer; provided, however:

(i)    with respect to First Offer Space that has Become Available on or before December 31, 2022, Lessor and Lessee agree that in the event that Lessee does not exercise its right of first offer with respect to any First Offer Space offered by Lessor in a First Offer Notice as described in Paragraph 7(b)(i) above, Lessor shall be free to lease the First Offer Space described in the subject First Offer Notice to any third party (a “Third Party Lease”), and Lessor may grant to the tenant under any such Third Party Lease expansion rights, rights of first offer to lease or extension rights, provided that any expansion rights and rights of first offer shall be limited to an expansion or a right of first offer for space that is no more than fifteen percent (15%) of the size of the premises originally leased under such Third Party Lease (for example, if the Third Party Lease originally is for 50,000 rentable square feet, then Lessor may grant the tenant an expansion right or right of first offer for not more than an additional 7,500 rentable square feet); provided, however, (A) if Lessor is prepared to enter into a Third Party Lease of such First Offer Space at an effective rent that is less than ninety-five percent (95%) of the First Offer Effective Rent proposed in the First Offer Notice, then Lessor shall first re-offer such First Offer Space to Lessee at such lower effective rent in accordance with the provisions of this Paragraph 7, provided, that Lessee shall have only five (5) business days after the delivery of such First Offer Notice with respect to such re-offered First Offer Space to accept or reject the terms contained therein; and (B) if Lessor is prepared to enter into a Third Party Lease of such First Offer Space which provides expansion rights, rights of first offer to lease or extension rights to the prospective tenant which exceed the First Offer Renewal/Expansion Rights proposed in the First Offer Notice, then Lessor shall first re-offer such First Offer Space to Lessee with such additional expansion rights, rights of first offer to lease or extension rights in accordance with the provisions of this Paragraph 7, provided, that Lessee shall have only two (2) business days after the delivery of such First Offer Notice with respect to such re-offered First Offer Space to accept or reject the terms contained therein.

(ii)    with respect to First Offer Space that has Become Available after December 31, 2022, Lessor and Lessee hereby agree that in the event that Lessee does not exercise its right of first offer with respect to any First Offer Space offered by Lessor in a First Offer Notice as described in Paragraph 7(b)(ii) above or Lessor and Lessee cannot in good faith agree upon the First Offer Effective Rent and other lease terms for the First Offer Space described in the First Offer Notice as provided in Paragraph 7(b)(ii) above, Lessor shall be free to enter into a Third Party Lease with respect to the First Offer Space described in the subject First Offer Notice, and Lessor may grant to the tenant under any such Third Party Lease expansion rights, rights of first offer to lease or extension rights, provided that any expansion rights and rights of first offer shall be limited to an expansion or right of first offer of no more than fifteen percent (15%) of the premises originally leased under such Third Party Lease (for example, if the Third Party Lease originally is for 50,000 rentable square feet, then Lessor may grant the tenant an expansion right or right of first offer for not more than an additional 7,500 rentable square feet).

(iii)    Notwithstanding anything to the contrary in this Paragraph 7(g) or elsewhere herein, (x) Lessee hereby acknowledges and agrees that, for the purposes hereof and determination of when First Offer Space has Become Available, any Third Party Lease entered into pursuant to either Paragraph 7(g)(i) or Paragraph 7(g)(ii) above shall constitute a Superior Lease, the tenant thereunder shall constitute a Superior Rights Holder and to the extent such lease includes expansion rights, rights of first offer to lease or extension rights permitted under this Paragraph 7(g), such expansion rights, rights of first offer to lease and extension rights, if any, shall constitute Superior Rights, provided that with respect to leases for First Offer Space that Becomes Available on or prior to December 31, 2022, such

-18-

expansion rights, rights of first offer to lease or extension rights were offered to Lessee in the First Offer Notice with respect to such space or re-offered to Lessee pursuant to Paragraph 7(g)(i) above, and (y) if the space which is the subject of any such Third Party Lease shall have Become Available following the expiration or earlier termination of the subject Third Party Lease, then Lessee’s right of first offer for such First Offer Space shall revive upon the expiration or earlier termination of such Third Party Lease, and Lessor thereupon shall be required to offer such First Offer Space to Lessee pursuant to the terms and conditions of this Paragraph 7.

8.    Signage. Paragraph 12 of the First Amendment is deleted in its entirety and replaced with the provisions of this Paragraph 8. During the term of the Lease (A) and so long as Lessee leases at least two hundred fifty thousand (250,000) rentable square feet within the Building, Lessee shall have (x) the exclusive right to erect and maintain signage with its corporate name or logo on the exterior of the Building, and (y) the nonexclusive right to erect and maintain signage on monuments within the Exterior Common Areas, in size and location appropriately reflecting Lessee’s proportional occupancy of Levi’s Plaza and the Building, and (B) and so long as Lessee is leasing all of the rentable area in the Building, Lessee shall be entitled to install, maintain and replace signage promoting Lessee’s business on the exterior of the Building and on the Building windows, skylights and atria in locations and of a type deemed appropriate or desirable by Lessee, and (C) to the extent Lessor (in the exercise of Lessor’s sole and absolute discretion) makes available to the office tenants of Levi’s Plaza signage space in the two (2) kiosks located in the Exterior Common Areas (the “Display Kiosks”), Lessee shall be entitled to a portion of such signage space reflecting Lessee’s proportional occupancy of Levi’s Plaza and the Building, provided that Lessee shall have no rights to signage in kiosks that are used solely as building directories (a “Directory Kiosk”), including, for example, the Directory Kiosk located in front of the Koshland Building (1160 Battery Street) on the East side of Battery Street. Notwithstanding item (A)(y) above, if Lessee does not lease at least two hundred fifty thousand (250,000) rentable square feet within the Building, at any time, then thereafter Lessee shall only have a nonexclusive right to erect and maintain signage with its corporate name or logo on the exterior of the Building and monuments within the Exterior Common Areas, in each case, in size and location appropriately reflecting Lessee’s proportional occupancy of Levi’s Plaza and the Building. Notwithstanding item (C) above or any current use of the Display Kiosks which is being made by Lessee, Lessee hereby acknowledges and agrees that (1) the primary use of the Display Kiosks is for advertising, promotion and other similar uses and Lessor shall have the right, upon not less than fifteen (15) days prior written notice to Lessee, to require Lessee to remove any or all of Lessee’s signage then located within the Display Kiosks in order to display advertising, promotional materials or for other similar uses, provided, that to the extent Lessor continues (in the exercise of Lessor’s sole and absolute discretion) to make any signage space within the Display Kiosks available to the office tenants of Levi’s Plaza, such signage space made available to office tenants shall be apportioned as provided in item (C) above; provided, further, that Lessor shall not permit any Key Competitors (as defined in and determined pursuant to Paragraph 5(a) above) to display advertisements, promotional materials or similar materials of any such Key Competitor in the Display Kiosks or elsewhere in the Exterior Common Areas or any other areas of Levi’s Plaza under Lessor’s control, and (2) Lessor may, in the exercise of Lessor’s sole and absolute discretion, convert the Display Kiosk located on the East side of Sansome Street in front of the Haas Building (1255 Battery Street) to a Directory Kiosk. So long as such kiosk is treated as a Directory Kiosk, Lessee shall have no rights to signage in such kiosk pursuant to the Lease. Lessor and Lessee hereby acknowledge that (AA) pursuant to the terms of that certain Indemnification And Hold Harmless Agreement, dated June 23, 2009 (“Side Letter”), Lessor has agreed to permit Lessee to place a banner upon the exterior of the Building (“Banner”), (BB) Lessor has permitted Lessee to erect and maintain signage within the atrium of the Building consisting of a film coating identifying Lessee’s name, corporate logo and an advertising slogan (“Atrium Signage”), and (CC) without limiting Lessee’s obligations pursuant to the Side Letter, so long as Lessee, an Affiliate of Lessee or a Permitted Assignee leases the entire Building pursuant to the Lease, Lessee may continue to maintain the Banner and Atrium Signage within the interior of the Building, provided, that at any time after the entire Building is no longer leased pursuant to this Lease by either

-19-

Lessee, an Affiliate of Lessee or a Permitted Assignee, Lessor may (upon not less than fifteen (15) days prior written notice to Lessee) require Lessee to remove such Banner and/or Atrium signage. Lessee shall comply, at its sole cost and expense, with any and all laws, statutes, ordinances and governmental rules, regulations or requirements applicable to such signage, and all such signage (including, without limitation, the signage identified in items (A), (B) and (C) above and any modifications to or replacements for the Banner and/or the Atrium Signage) shall be subject to Lessor’s prior approval, which approval shall not be unreasonably withheld. In addition to the foregoing signage rights with respect to the exterior of the Building and the monument signage within the Exterior Common Areas, so long as (a) Lessee, an Affiliate of Lessee or a Permitted Assignee is the Lessee under the Lease, (b) Lessee continues to lease at least two hundred ninety thousand (290,000) rentable square feet at Levi’s Plaza, and (c) the Square Footage Threshold (as defined in Paragraph 3 above) has not been exceeded, Lessee shall have the right to maintain the “Levi’s Plaza” identity with respect to Levi’s Plaza, including all of the Levi’s Plaza designations currently located on the bus stops and Display Kiosks located within Levi’s Plaza, but expressly excluding the Directory Kiosk located in front of the Haas Building on Sansome Street. In the event that any of the conditions contained in the foregoing clauses (a), (b) and (c) are not satisfied, either Lessor or Lessee shall have the right to remove the “Levi” name from the Levi’s Plaza complex (including all of the Levi’s Plaza designations on the bus stops and Display Kiosks located within Levi’s Plaza) at the sole cost and expense of the requesting party, upon which removal all use of the “Levi” name to identify the Property shall cease and Lessor shall thereafter have the right, in its sole and absolute discretion, to rename Levi’s Plaza (including, without limitation, any designations on the bus stops and Display Kiosks located within Levi’s Plaza).

9.    Cafeteria Use. Paragraph 15 of the First Amendment is deleted in its entirety and replaced with the provisions of this Paragraph 9. Notwithstanding any provision in the Rules and Regulations to the contrary, Lessee shall be permitted to operate a food service facility on the Premises for use by employees of Lessee, Affiliates of Lessee and invited guests and, at Lessee’s discretion and election which may be withdrawn at any time, for use by employees of other tenants of Levi’s Plaza, their Affiliates and invited guests, provided that Lessee may require proof of identification and employment through badges or otherwise prior to permitting access to Lessee’s cafeteria or food service facilities.

10.    Operating Expenses and Taxes. Lessee and Lessor acknowledge and agree that commencing with the Second Extended Lease Term and continuing with any Extended Lease Term validly exercised thereafter, (x) the Lease provisions relating to payment of Taxes and Operating Expenses shall be converted from a Base Year computation to a straight net basis computation, and (y) Lessee shall be assuming the obligation of maintenance and repair described in Paragraph 11 below. In connection with the conversion from a Base Year to a net lease and Lessee’s assumption of the maintenance and repair obligations described in Paragraph 11 below, Lessee and Lessor wish to modify the terms and provisions of the Lease relating to Operating Expenses to account for such modifications and Lessee’s assumption of such obligations. In connection with the foregoing, Lessee and Lessor hereby acknowledge and agree that commencing on January 1, 2013, (i) the MOU shall have no further force or effect with respect to all periods from and after January 1, 2013 (the MOU shall remain in effect with respect to periods on or before December 31, 2012, except as modified by Paragraphs 12 and 13 below), (ii) notwithstanding anything to the contrary contained in the Lease, Lessee’s obligations with respect to the payment of Lessee’s Percentage of Taxes and Lessee’s Percentage of Operating Expenses shall be computed without reference to a Base Year, with the effect that Lessee’s obligation for payment of Taxes during any Tax Year shall be payment of Lessee’s Percentage of the Taxes incurred with respect to such Tax Year and Lessee’s obligation for payment of Operating Expenses during any Lease Year for Operating Expenses shall be payment of Lessee’s Percentage of the Operating Expenses incurred with respect to such Lease Year for Operating Expenses, and (iii) Article 5 of the Original Lease shall be deleted in its entirety with respect to all periods from and after January 1, 2013 and replaced with the provisions of this Paragraph 10.

-20-

(a)     The Rent reserved and payable pursuant to the Lease shall be computed in accordance with Paragraph 4 above and this Paragraph 10. Lessee agrees to pay, without deduction or offset (except as and to the extent expressly provided in Paragraphs 11(f), 15(g) or 15(h) of this Second Amendment), the then applicable Base Rent payable hereunder for the Premises to Lessor in advance, in equal monthly installments, on or before the first day of each calendar month of the term or any extension thereof, including, therewith, the estimated monthly amount of Lessee’s Percentage of Operating Expenses with respect to the then applicable Lease Year for Operating Expenses. The rent described in the preceding sentence, and all other payments to be made to Lessor under the Lease, shall be paid to Lessor in lawful money of the United States of America addressed to Interland-Jalson, 155 Greenwich Street, San Francisco, California 94111, or to such other person or at such other place as Lessor may from time to time designate in writing.

(b)     The words “Lessee’s Percentage” shall mean (i) when used with reference to the “Adjusted Taxes for the Building” (as defined below), an amount equal to 100%, (ii) when used with reference to “Operating Expenses” for the Building, an amount equal to 100%, and (ii) when used with reference to “Operating Expenses” for the Exterior Common Areas, an amount equal to 41.109% (such percentage representing the Building’s allocable share of such Exterior Common Areas).

(c)     The following terms, as used in the Lease, shall have the meanings ascribed thereto in the Addendum Regarding Operating Expenses and Real Estate Taxes (the “Addendum”) attached hereto as Exhibit A: (i) “Taxes”, (ii) “Tax Year”, (iii) “Operating Expenses”, (iv) “Lease Year for Operating Expenses”, and (v) “Adjusted Base Rent”.

(d)     In addition to the Base Rent and other sums payable by Lessee pursuant to the terms of the Lease, Lessee shall be obligated to pay, at Lessee’s sole cost and expense, an amount equal to Lessee’s Percentage of the Adjusted Taxes for the Building that are due and payable with respect to all periods during the term. Within 10 days following the date on which Lessor receives a statement for Taxes due and payable with respect to the Building in any Tax Year (or portion thereof) occurring during the term, Lessor shall deliver a copy of such statement to Lessee. Lessee shall pay to Lessor, no later than the date which is ten (10) days before the Taxes shown on such statement are required to be paid in order to avoid a tax delinquency, an amount equal to Lessee’s Percentage of the Adjusted Taxes for the Building; provided, however, where “Taxes” may be payable in installments, Lessee shall only be required to pay the then current installment coming due on or before such date in order to avoid a tax delinquency, with later installments to be paid by Lessee on or before the date which is ten (10) days before the date required in order to avoid a tax delinquency. The term “Adjusted Taxes for the Building” shall mean the Taxes for the Building less the sum of (a) Taxes Allocable to the Exterior Common Areas, and (b) Taxes Allocable to the Garage (as such terms are defined below). “Taxes Allocable to the Exterior Common Areas” means 17.79% of the portion of the Taxes due and payable as shown on such statement that are allocated to the land value as shown on such statement. “Taxes Allocable to the Garage” means 3.36% of the difference of the Taxes due and payable as shown on such statement minus the Taxes Allocable to the Exterior Common Areas. Lessee acknowledges that the Taxes Allocable to the Exterior Common Areas shall be included as part of the Operating Expenses for the Exterior Common Areas.

(e)     In addition to the Base Rent and other sums payable by Lessee pursuant to the terms of the Lease, Lessee shall be obligated to pay, at Lessee’s sole cost and expense, an amount equal to Lessee’s Percentage of Operating Expense with respect to all periods during the term. Without limiting the foregoing, Lessor shall use commercially reasonable efforts to notify Lessee, on or before November 30, 2012, of Lessor’s reasonable estimate of the amount of Lessee’s Percentage of Operating Expenses for the Lease Year for Operating Expenses commencing on January 1, 2013 and for each successive Lease Year for Operating Expenses thereafter, Lessor shall use commercially reasonable efforts to notify Lessee, on or before November 30th of the preceding Lease Year for Operating Expenses, of Lessor’s reasonable estimate

-21-

of the amount of Lessee’s Percentage of Operating Expenses for such upcoming Lease Year for Operating Expenses. Commencing on the first day of January 2013 and continuing on the first day of every month of the term thereafter, Lessee shall pay to Lessor, as additional rent, one-twelfth (1/12th) of Lessor’s estimated amount of Lessee’s Percentage of Operating Expenses for the then current Lease Year for Operating Expenses. Within one hundred and fifty (150) days following the expiration of each Lease Year for Operating Expenses, Lessor shall deliver to Lessee a comparative statement (“Expense Statement”) setting forth Lessee’s Percentage of the Operating Expenses for the preceding Lease Year for Operating Expenses compared to the estimated payments of Lessee’s Percentage of Operating Expenses paid to Lessor during such Lease Year for Operating Expenses. If the total of the monthly payments of Lessor’s estimate of Lessee’s Percentage of the Operating Expenses made by Lessee during the Lease Year for Operating Expenses reflected in such Expense Statement is less than the actual amount of Lessee’s Percentage of the Operating Expenses chargeable to Lessee for such Lease Year for Operating Expenses as shown by such Expense Statement, then Lessee shall pay the difference to Lessor in a lump sum within thirty (30) days after receipt of such Expense Statement from Lessor. Any overpayment by Lessee of Lessee’s Percentage of the Operating Expenses for the Lease Year for Operating Expenses covered by such Expense Statement shall, at Lessee’s option, be either credited towards the Lessee’s next payment or payments of rent or returned to Lessee in a lump sum payment within thirty (30) days after Lessor’s delivery of such Expense Statement. The failure by Lessor to submit an estimate or a statement required under this Paragraph 10(e) within the time limits specified shall not be deemed a waiver of its right to collect the additional rent represented by Lessee’s Percentage of the Operating Expenses for any Lease Year for Operating Expenses. Lessor shall, however, following the expiration of such time limits submit any such estimate or statement to Lessee within fifteen (15) business days after a written request therefore from Lessee.

(f)     Lessor and Lessee agree that during the term of the Lease the Building shall be run as a first class office building and in a reasonable and prudent manner.

(g)     Notwithstanding anything to the contrary contained in the Lease, Lessor hereby agrees that, if a reassessment of the Property for ad valorem property tax purposes pursuant to California Constitution Act XIII A and California Revenue & Taxation Code Sections 60-67 (a “Proposition 13 Reassessment”) occurs during the period commencing on January 1, 1998 and ending on December 31, 2017 (the “Protected Period”), for any cause other than a transfer by Lessee (to any person other than Lessor) of all or any portion of its leasehold interest in the Lease or a transfer of ownership interests in Lessee which causes a change in ownership of the Property or an Improvement Assessment, Lessee shall have no obligation during the Protected Period to pay Lessee’s Percentage of any such increase in Taxes resulting from the Proposition 13 Reassessment. From and after the expiration of the Protected Period, Lessee shall pay Lessee’s Percentage of the total Adjusted Taxes for the Building thereafter becoming due (including, without limitation, any portion of the total Adjusted Taxes for the Building thereafter payable that reflects or resulted from the Proposition 13 Reassessment arising from any such Ownership Transfer), provided, however, Lessor shall have no right to collect retroactively from Lessee any portion of any increase in Adjusted Taxes for the Building resulting from the Proposition 13 Reassessment which, but for the limitation expressed in this Paragraph 10(c), would have been payable by Lessee during the Protected Period. As used herein, the term “Improvement Assessment” shall mean any increase in Taxes resulting from any assessment increase related to the value of any Alterations (as defined in the First Amendment) and any improvements constructed by or on behalf of Lessee subsequent thereto (including, without limitation, the Leasehold Improvements (as defined in Paragraph 15 below), and any alterations or improvements performed in connection with the Base Building Work (as defined in Paragraph 14 below) or Capital Work (as defined in Paragraph 11(b) below) if the cost of such Capital Work is permitted to be included in Operating Expenses under clause (iii) of Paragraph 2(a) of Exhibit A to this Second Amendment.

-22-

(h)     The monthly Adjusted Base Rent for any fractional part of a calendar month at the expiration of the term shall be a prorated amount of the monthly Adjusted Base Rent for a full calendar month based upon a thirty (30) day month.

11.    Maintenance and Repair. With respect to all periods from any after January 1, 2013, Paragraph 9 of the Original Lease is deleted in its entirety and replaced with the provisions of this Paragraph 11.

(a)     Lessee’s Obligation. During the term of the Lease, Lessee shall, at Lessee’s sole cost and expense, maintain or cause to be maintained in good working order and first class condition and repair, in compliance with all laws and in accordance with standards customarily maintained by the owners of Hills Plaza, One Maritime Plaza, Embarcadero Center, 101 California Street and 555 California Street (“Comparable Maintenance Standards Buildings”), the Building (other than any Lessor Work or Lessor Exterior Work (as such terms are defined in Paragraph 11(b) below), including, without limitation, (i) the interior and exterior walls (including the exterior façade and the interior and exterior finishes), interior and exterior windows and window frames and casements, interior and exterior doors and door frames, door casements and door closers, floor coverings (including tile, carpet, wood covering or other materials) and baseboards, ceiling (ceiling tiles and grid), roof, interior lighting (including, without limitation, light bulbs and ballasts), the Base Building Systems (as defined below), Alterations, energy management systems, security systems, emergency generators, fire extinguishers, outlets, fixtures, the interior and exterior portions of loading docks, restrooms, and any appliances (including dishwashers, hot water heaters and garbage disposers) within the Building, (ii) landscaping located on the balconies of the Building, (iii) pest control, (iv) janitorial services, (v) window cleaning, and (vi) any other maintenance, repair or replacement with respect to the Building which does not constitute either Lessor Work or Lessor Exterior Work. Lessee shall perform such repair and maintenance in a first class condition, and keep the Premises in a clean, safe and orderly condition). The term “Base Building Systems” shall mean the elevators, mechanical, electrical, heating, ventilating and air conditioning, plumbing, security, fire and life-safety systems of the Building. Notwithstanding the foregoing or anything to the contrary herein, Lessee shall not be obligated to perform any Lessor Work or any Lessor Exterior Work (including, without limitation, any repair or maintenance of (x) the Base Building Systems to the extent that they serve the garage, and (y) any electrical, water, sewer and other utility lines that run between the exterior boundary of the Building and the respective utility providers junction box in the public right of way).

(i)    Without limiting the rights and remedies of Lessor in the event of a default by Lessee under the Lease and notwithstanding anything to the contrary within the Lease (including without limitation the provisions of Article 20 of the Original Lease), if Lessee fails to perform any of the maintenance, repairs or replacements required to be performed by Lessee under this Paragraph 11(a), then following ten (10) days prior written notice to Lessee, Lessor may at Lessor’s option, without any obligation to do so, perform any such repairs, maintenance or replacement and Lessor, by reason of so doing, shall not be liable or responsible for any loss or damage thereby sustained by Lessee or anyone holding under or through Lessee; provided, however, that no such prior written notice shall be required in the case of an emergency, as determined by Lessor in its reasonable judgment.

(ii)    Notwithstanding anything to the contrary within the Lease (including without limitation the provisions of Article 20 of the Original Lease), if Lessor performs any of Lessee’s obligations in accordance with Paragraph 11(a)(i) above, the full amount of the cost and expense reasonably incurred by Lessor in so doing (“Lessor’s Performance Costs”) shall immediately be owing by Lessee to Lessor, and Lessee shall promptly pay to Lessor upon demand, as additional Rent, the full amount of Lessor’s Performance Costs with interest thereon from the date of payment by Lessor at the lower of (x) ten percent (10%) per annum, or (y) the highest rate permitted by applicable law; provided, however, if Lessee and Lessor disagree upon whether a particular item of maintenance, repair or replacement is required

-23-

to be performed by Lessee under this Paragraph 11(a) to keep the Building in good working order and first class condition and repair, in compliance with all laws and in accordance with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings, then either party may make a demand to submit the determination of the scope of Lessee’s obligations, as measured in accordance with the provisions of this Paragraph 11(a), to review by a Neutral Third Party (as such term is defined in and such review is to be conducted pursuant to the procedures set forth in Paragraph 11(d) below). If the Neutral Third Party determines that a particular item of maintenance, repair or replacement was required to be performed by Lessee under this Paragraph 11(a), then Lessee shall pay the fee and expenses of the Neutral Third Party and shall proceed forthwith to commence the necessary maintenance, repair or replacement, as applicable, and shall diligently pursue such maintenance, repair or replacement to completion; provided, however, if Lessor has already performed such maintenance, repair or replacement pursuant to the rights granted within Paragraph 11(a)(i) above, or otherwise thereafter performs such maintenance, repair or replacement due to a failure by Lessee to comply with the provisions of this Paragraph 11(a)(ii), then Lessee shall immediately thereafter pay to Lessor, as additional Rent, Lessor’s Performance Costs, with interest thereon from the date of payment by Lessor at the lower of (x) ten percent (10%) per annum, or (y) the highest rate permitted by applicable law. If the Neutral Third Party determines that such item of maintenance, repair or replacement was not required to be performed by Lessee under this Paragraph 11(a), then Lessor shall pay the fee and expenses of the Neutral Third Party and Lessee shall have no obligation to reimburse Lessor for any of Lessor’s Performance Costs.

(b)     Lessor’s Obligation. Lessor, shall maintain or cause to be maintained, at Lessor’s sole cost and expense, in good working order and first class condition and repair, in compliance with all laws and in accordance with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings, the Exterior Common Areas, the garage located in the Building (including, without limitation, the Base Building Systems to the extent they serve the garage) and the electrical, water, sewer and other utility lines that run between the exterior boundary of the Building and the respective utility providers junction box in the public right of way (collectively, the “Lessor Exterior Work”); provided, however, that Lessee shall pay Lessee’s Percentage of the Operating Expenses with respect to the Exterior Common Areas. In addition, Lessor shall (x) at Lessor’s sole cost and expense, maintain or cause to be maintained the Structural Elements (as defined below) in good working order and first class condition and repair, in compliance with all laws and in accordance with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings (collectively, the “Structural Work”), and (y) if any Capital Work (as defined below) is required, Lessor shall perform such work, provided, that the cost of such work may be included within Operating Expenses measured with respect to the Building to the extent permitted pursuant to Paragraph 2(a)(iii) of the Addendum attached to this Second Amendment as Exhibit A, and, if it is so permitted to be included, Lessee shall be obligated to pay the amortized costs of such work in connection with Lessee’s payment of Lessee’s Percentage of Operating Expenses with respect to the Building. The term “Structural Elements” shall mean the structural portions of the roof, foundations, and structural walls (excluding any exterior façade or exterior finish), the floor slab, the foundation and the footings of the Building. The determination of whether or not Capital Work is required shall be made in accordance with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings. As used herein, the term “Capital Work” shall mean repair, improvements or replacements that are considered capital repairs, improvements or replacements under generally accepted accounting principles that are consistent with industry standards and sound management practices, provided that if any repair, improvement or replacement work required at the Building would cost less than Four Thousand Dollars ($4,000) to complete, then such repair, improvement or replacement shall not constitute Capital Work hereunder and shall be performed by Lessee pursuant to Paragraph 11(a) above. As used herein, the term “Lessor Work” shall mean “Structural Work” and “Capital Work,” collectively. Notwithstanding the foregoing or anything to the contrary herein, Lessee shall pay the cost of repairs for any damage to the Structural Elements, elements which would comprise items of Capital Work or the Exterior Common Areas caused by Lessee’s negligence, willful misconduct or the installation of any Alterations, to the extent (if any) not covered by the property insurance required to be carried by Lessor under the Lease.

-24-

(i)    If Lessee and Lessor disagree upon whether Lessor Work is required under the Lease, then subject to the conditions precedent to pursuing demands with respect to Minor Items (as such term is defined in and such conditions are set forth in Paragraph 11(c) below) and Lessee’s prior delivery to Lessor of a Repair Notice (as defined in Paragraph 11(b)(ii) below), either party may make a demand to submit the determination of whether such Lessor Work is required to review by a Neutral Third Party, to be conducted pursuant to the procedures set forth in Paragraph 11(d) below.

(ii)    Without limiting Lessor’s obligations under this Paragraph 11(b), Lessee shall give Lessor written notice of items (including, without limitation, any Minor Item (as defined in Paragraph 11(c) below) that Lessee believes are Lessor Work that Lessor is required to perform under the terms of this Paragraph 11(b) (herein, a “Repair Notice”). Following receipt of a Repair Notice, Lessor and Lessee shall promptly meet and confer (either in person or telephonically) regarding the items outlined in the Repair Notice; provided, however, that in the case of a Repair Notice with respect to an Expedited Repair Item, Lessor and Lessee shall meet and confer (either in person or telephonically) within one (1) Business Day following Lessor’s receipt of the Repair Notice. If Lessor agrees when the parties meet and confer that any of the items are Lessor Work that Lessor is required to perform under the terms of this Paragraph 11(b), then Lessor shall proceed forthwith to commence the necessary Lessor Work as soon as reasonably practicable and shall diligently pursue such Lessor Work to completion. If Lessor does not agree when the parties meet and confer that an item is Lessor Work that Lessor is actually required to perform under the terms of this Paragraph 11(b), then such disputed item shall constitute a “Disputed Item” hereunder. As used herein, the term “Expedited Repair Item” shall mean either (A) an item that is reasonably anticipated to cost less than Fifty Thousand Dollars ($50,000) to complete, or (B) a Building Climate Item that is reasonably anticipated to cost Fifty Thousand Dollars ($50,000) or more to complete. As used herein, the term “Building Climate Item” shall mean an item of work that is necessary to (I) maintain the air temperature within the office areas of the Building at a range between 69 degrees Farenheit and 76 degrees Farenheit, or such greater range of temperature as may be mandated by any governmental entity or public utility body promulgating or revising any statute, ordinance, regulation, mandatory guideline or building, fire or other code with respect to energy conservation, (II) restore electrical service to the Building, where substantially all electrical service to the Building has been interrupted, (III) restore water service to the Building, where substantially all water service to the Building has been interrupted, or (IV) restore sewage removal service to the Building, where substantially all sewage removal service to the Building has been interrupted.

(A)    If the Disputed Item is other than a Building Climate Item, then the parties shall proceed in accordance with Paragraphs 11(c) and 11(d) below.

(B)    If the Disputed Item is a Building Climate Item, then Lessor shall proceed forthwith to commence the necessary Lessor Work as soon as reasonably practicable and shall diligently pursue such Lessor Work to completion; provided, however, that Lessor shall retain the right to make an ADR Demand with respect to such Building Climate Item following the completion of such work notwithstanding the fact that Lessor performed the work in connection with such Disputed Item constituting. If Lessor fails to commence any such work with respect to a Building Climate Item as soon as reasonably practicable or after commencing such work Lessor thereafter fails to diligently pursue such work to completion, then Lessee may (in addition to Lessee’s other remedies available at law, in equity or under the terms of the Lease) perform the work with respect to any such Building Climate Item following verbal notice to Lessor that Lessee is assuming control of such work and, once such work has been completed either party shall continue to have the right to make an ADR Demand with respect to such Building Climate Item. As with any other ADR Demand, any ADR Demand with respect to a Building Climate Item shall be submitted to the determination pursuant to the procedures set forth in Paragraph 11(d) below.

-25-

(c)     Notwithstanding any provision to the contrary in Paragraph 11(b) above, if any Disputed Item would cost less than Fifty Thousand Dollars ($50,000) to complete (a “Minor Item”), Lessee may perform the work to complete any such Minor Item at any time after such Minor Item is determined to be a Disputed Item, provided that no ADR Demand (as defined in Paragraph 11(d) below) shall be made with respect to such Disputed Item until there has been accumulated a group of Disputed Items (whether all Minor Items or a combination of Minor Items and other Disputed Items) that (x) have not previously been submitted to a Neutral Third Party for review, and (y) cost, or would cost, in the aggregate, at least One Hundred Thousand Dollars ($100,000) to complete.

(d)     Any demand to submit a determination to review before a Neutral Third Party (whether by Lessee in connection with a Building Climate Item, or in connection with a Disputed Item that would cost Fifty Thousand Dollars ($50,000) or more to complete, or in connection with a group of Disputed Items (whether all Expedited Repair Items or a combination of Expedited Repair Items and other Disputed Items) that would cost, in the aggregate, at least One Hundred Thousand Dollars ($100,000) to complete, or by Lessor irrespective of the cost to complete such Disputed Item) shall be made in a written notice to the other party (herein an “ADR Demand”), specifying the name and address of the person the demanding party proposes to serve as the Neutral Third Party. Lessor and Lessee shall attempt in good faith to appoint a Neutral Third Party within ten (10) days after delivery of an ADR Demand. If the parties do not so agree within such ten (10) day period, then either party, on behalf of both, may request appointment of such a qualified person to serve as the Neutral Third Party by JAMS (or its successors), and the other party shall not raise any question as to JAMS’ full power and jurisdiction to entertain the application for and make the appointment. The Neutral Third Party shall issue a written statement explaining his or her decision (herein the “Neutral Decision”). The decision of the Neutral Third Party reflected in the Neutral Decision shall be final and binding upon the parties. In the event of a failure, refusal or inability of the selected Neutral Third Party to act, his or her successor shall be appointed in the same manner as provided for appointment of the original Neutral Third Party. The term “Neutral Third Party” shall mean (I) with respect to the determination of whether or not the required work is considered a capital repair, improvement or replacement under generally accepted accounting principles that are consistent with industry standards and sound management practices, (A) an accounting professional, who is a licensed certified public accountant with one of the ten (10) largest public accounting firms in the San Francisco Bay Area, and (B) has at least ten (10) years professional experience with the accounting procedures of Class “A” commercial office buildings in San Francisco, California of more than one hundred thousand (100,000) rentable square feet, and (C) has not been engaged or employed by Lessor or Lessee within the five (5) years preceding his or her appointment, and (II) with respect to the determination of whether or not an item requires maintenance, repair or replacement, (A) a building manager or building engineer who has at least ten (10) years professional experience in the management and repair of commercial office buildings in San Francisco, California, similar to the Comparable Maintenance Standards Buildings, and (B) is generally familiar with the Comparable Maintenance Standards Buildings, and (C) has not been engaged or employed by Lessor or Lessee within the five (5) years preceding his or her appointment. In the case of determinations of whether or not the required work is considered a capital repair, improvement or replacement under generally accepted accounting principles that are consistent with industry standards and sound management practices, the Neutral Third Party shall only consider the accounting standards and management practices of owners of Class “A” commercial office buildings in San Francisco, California of more than one hundred thousand (100,000) rentable square feet. In the case of determinations of whether or not an item requires maintenance, repair or replacement, the Neutral Third Party shall only consider the maintenance standards which are customarily maintained by the owners of the Comparable Maintenance Standards Buildings.

-26-

(i)    If the Neutral Third Party determines that any Disputed Item (other than an Expedited Repair Item that has previously been performed by either Lessor or Lessee, as applicable) constituted Lessor Work required under the Lease, then Lessor shall proceed forthwith to commence the necessary Lessor Work within thirty (30) days following the issuance of the Neutral Decision setting forth such determination and shall diligently pursue such Lessor Work to completion. If the Neutral Third Party determines that any Disputed Item constituting an Expedited Repair Item (other than an Expedited Repair Item that has previously been performed by either Lessor or Lessee, as applicable) constituted Lessor Work required under the Lease, then Lessor shall proceed forthwith to commence the necessary Lessor Work as soon as reasonably practicable following the issuance of the Neutral Decision setting forth such determination and shall diligently pursue such Lessor Work to completion. Notwithstanding the foregoing, (A) if the Neutral Third Party determines that any Minor Item constituted Lessor Work required under the Lease and Lessee has previously performed the work with respect to such Minor Item, then following the issuance of the Neutral Decision setting forth such determination Lessor shall reimburse Lessee for the reasonably incurred costs of such Lessor Work within thirty (30) days after the issuance of the Neutral Decision, and (B) if the Neutral Third Party determines that any Building Climate Item did not constitute Lessor Work required under the Lease and Lessor has previously performed the work with respect to such Building Climate Item, then following the issuance of the Neutral Decision setting forth such determination Lessee shall reimburse Lessor for the reasonably incurred costs of the work with respect to such Building Climate Item within thirty (30) days after the issuance of the Neutral Decision.

(ii)    If the Neutral Third Party determines that all of the Disputed Items were Lessor Work required under the Lease, Lessor shall pay all of the fees and expenses of the Neutral Third Party. If the Neutral Third Party determines that none of the Disputed Items were Lessor Work required under the Lease, Lessee shall pay all of the fees and expenses of the Neutral Third Party. If the Neutral Third Party determines that some of the Disputed Items were not Lessor Work required under the Lease, but some of the Disputed Items were Lessor Work required under the Lease, then Lessee shall be responsible for a portion of the fees and expenses of the Neutral Third Party in an amount equal to the ratio that the cost to complete the Disputed Items which were determined not to constitute Lessor Work required under the Lease bears to the total cost to complete the Disputed Items then submitted to the Neutral Third party for review, and the Lessor shall be responsible for payment of a portion of the fees and expenses of the Neutral Third Party in an amount equal to the ratio that the cost to complete the Disputed Items which were determined to constitute Lessor Work required under the Lease bears to the total cost to complete the Disputed Items then submitted to the Neutral Third party for review.

(e)     If (x) Lessor has agreed in writing to perform Lessor Work or if the Neutral Third Party determines that Lessor Work is required under the Lease, and (y) (i) in the case of any such Lessor Work that constitutes a Minor Item, Lessor fails to commence any such Lessor Work constituting a Minor Item within ten (10) days after agreeing to perform such Lessor Work or within ten (10) days following the issuance of the Neutral Decision setting forth such determination, as applicable, or (ii) in the case of any Lessor Work other than an Expedited Repair Item, Lessor fails to commence any such Lessor Work within thirty (30) days after agreeing to perform such Lessor Work, or within thirty (30) days following the issuance of the Neutral Decision setting forth such determination, as applicable, or in connection with either item (y)(i) or (y)(ii) Lessor thereafter fails to diligently pursue such Lessor Work to completion, then Lessee may (in addition to Lessee’s other remedies available at law, in equity or under the terms of the Lease) perform any such Lessor Work (other than any Lessor Work that is the subject of a pending dispute being resolved pursuant to Paragraph 11(b)(i) above) and, once such Lessor Work has been completed, Lessor shall reimburse Lessee for the reasonably incurred costs of such Lessor Work (other than any Lessor Work that is the subject of a pending dispute being resolved pursuant to Paragraph 11(b)(i) above) within thirty (30) days after receipt of Lessee’s detailed invoice therefore, with interest thereon from the date of payment by Lessee at the lower of (x) ten percent (10%) per annum, or (y) the highest rate permitted by applicable law.

-27-

(f)    If Lessee is entitled to reimbursement from Lessor under this Paragraph 11 and Lessor fails to reimburse Lessee as and when required pursuant to either Paragraph 11(d)(ii) or Paragraph 11(e) above, as applicable, then Lessee shall have the right to offset the amounts to which it is entitled to reimbursement (including any applicable interest thereon to which Lessee is permitted pursuant to Paragraph 11(e) above) against the monthly Base Rent as it comes due under the Lease.

12.    Assignment and Subleasing. From and after the Effective Date, Paragraphs 4 and 5 of the MOU shall be deleted in their entirety and of no further force or effect with respect to periods on or after the Effective Date. From and after the Effective Date, the provisions of this Paragraph 12 shall be added to the Lease. Lessor and Lessee desire to clarify the provisions of Paragraph 2.1.11 of the Lease regarding the definition of Affiliate by substituting the following for Paragraph 2.1.11:

“2.1.11 The term “Affiliate” means, with respect to either party, (i) any Person which directly or indirectly controls, or is controlled by, or is under common control with, such party, or (ii) any Person which is a member with such party in the relationship of joint venture, partnership, trust or other form of business association concerning or which in any way affects the subject matter involved. “Person” shall mean, without limitation, natural persons, corporations, associations, partnerships, trusts, and limited liability companies. “Control” of a Person means the ownership of stock or other equity interests, or contract or other rights, in any such case entitling their holder to elect greater than fifty percent (50%) of the directors or similar functionaries of that Person. For purposes of the foregoing definitions, members of the Existing Shareholder Group, as defined below, shall be considered an association regardless of whether there is any formal voting trust or other entity controlling the voting rights of such interests, so that equity interests in Lessee or any other entity held by members of the Existing Shareholder Group shall be aggregated for purposes of applying the foregoing control test. The “Existing Shareholder Group” shall include all current beneficial owners of equity interests in Lessee, or their ancestors, descendants, adopted children, spouses or former spouses, trusts established by or for the benefit of such persons, partnerships or other entities of any kind which were transferees of equity interests of such owners or any of them, and charitable or nonprofit organizations which were transferees of equity interests of such owners.”

(a)    Subletting or Assignment to Affiliate. Lessor and Lessee desire to clarify the provisions of Paragraph 11.2 of the Lease regarding Lessee’s right to assign the Lease or sublet all or a portion of the Premises without the consent of Lessor.

Without modification to any rights or obligations of Lessee hereunder, Lessee’s attention is directed to Paragraphs 3(b) and 3(c) above, with respect to Lessee’s potential future obligations for demising as they relate to Unoccupied Surrender Space, Non-Protected Space and Relocated Premises.

Any assignment or subletting that is made to an Affiliate of Lessee shall, as stated in Paragraph 11.2, be permitted without the consent of Lessor pursuant to Paragraph 11.2 of the Lease, provided that the conditions set forth in Paragraphs 12(a)(i) and 12(a)(ii) below are satisfied as to such assignment or subletting (and the parties agree that, as to subletting or assignment to Affiliates of Lessee, the conditions set forth in Paragraphs 12(a)(i) and 12(a)(ii) below are hereby substituted for the conditions stated in Paragraph 11.2 of the Lease):

(i)    Lessee shall furnish Lessor with prior written notice of such proposed assignment or subletting and the identity of the proposed assignee or sublessee; and

(ii)    Lessee shall furnish Lessor with a fully-executed copy of the sublease or assignment instrument if any, and, with respect to any assignments to an Affiliate of Lessee, Lessee shall furnish Lessor with a fully-executed copy of an instrument in writing, in form and substance consistent herewith, pursuant to which the assignee assumes all of the obligations and liabilities accruing from and after such assignment and imposed upon Lessee herein or arising hereunder.

-28-

(b)    Assignments and Deemed Assignments to Non-Affiliates. Lessor and Lessee desire to further clarify the provisions of Paragraph 11.2 of the Lease regarding Lessee’s right to assign the Lease without the consent of Lessor. For purposes of Paragraphs 11.1 and 11.2 of the Lease, an assignment shall be made or deemed made as a result of the following transactions (a “Test Transaction”): (1) the sale or other transfer of all or substantially all of the stock of Lessee to any Person who is not an Affiliate of Lessee (herein, a “Non-Affiliate Person”) (whether the Lease obligations and liabilities remain with Lessee or are assumed by the Non-Affiliate Person acquiring all or substantially all of the stock of Lessee), or (2) the sale or other transfer of all or substantially all of the assets of Lessee to any Non-Affiliate Person (whether the Lease obligations and liabilities remain with Lessee or are assumed by the Non-Affiliate Person acquiring all or substantially all of the assets of Lessee), or (3) the merger or consolidation of Lessee into any Non-Affiliate Person, pursuant to a merger, consolidation, or other reorganization in which Lessee is not the surviving entity (the “Merged Entity”), or (4) the sale or other transfer of a controlling interest in Lessee to a Non-Affiliate Person (where a “controlling interest” shall be determined using the definition of “Control” in Paragraph 2.1.11 of the Lease, as amended) (whether the Lease obligations and liabilities remain with Lessee or are assumed by the Non-Affiliate Person acquiring a controlling interest in Lessee); and the “assignee” (i.e., the Non-Affiliate Person which acquires all or substantially all of the stock or assets of Lessee or a controlling interest in Lessee and assumes the obligations and liabilities of the Lease) or the “deemed assignee” (i.e., Lessee if the Non-Affiliate Person who acquires all or substantially all of the stock or assets of Lessee or a controlling interest in Lessee does not assume the obligations and liabilities of the Lease or the Merged Entity) shall be the Person responsible for the obligations and liabilities of the Lease on and after the consummation of the applicable Test Transaction. Any assignment that is made or is deemed to have been made in connection with or as a result one of the foregoing Test Transactions shall, as stated in Paragraph 11.2 of the Lease, be permitted without the consent of Lessor pursuant to Paragraph 11.2 of the Lease (and the assignee or deemed assignee shall become or remain the Lessee and shall sometimes be referred to herein as a “Permitted Assignee”), provided that the conditions set forth in Paragraphs 12(b)(i), 12(b) (ii) and 12(b)(iii) below are satisfied as to such assignment (and the parties agree that, as to the Test Transactions, the conditions set forth in Paragraphs 12(b)(i), 12(b)(ii) and 12(b)(iii) below are hereby substituted for the conditions stated in Paragraph 11.2 of the Lease):

(i)    Lessee shall furnish Lessor with prior written notice of such proposed assignment and the identity of the proposed assignee; provided, however, if an assignment is not within the control of Lessee, said assignee shall upon such assignment promptly furnish Lessor with written notice thereof;

(ii)    With respect to any assignment where the Lease is assumed by a Non-Affiliate Person acquiring all or substantially all of the stock or assets of Lessee or a controlling interest in Lessee, Lessee shall furnish Lessor with a fully-executed copy of an instrument in writing, in form and substance consistent herewith, pursuant to which the assignee assumes all of the obligations and liabilities accruing from and after such assignment and imposed upon Lessee herein or arising hereunder; and

(iii)    The assignee or the deemed assignee, as applicable, shall satisfy one of the conditions described in Paragraphs 12(b)(iii) (A), 12(b)(iii)(B) and 12(b)(iii)(C) below:

-29-

(A)    In the event that the assignee or deemed assignee, as applicable, has Five Hundred Million Dollars ($500,000,000) or more of long term debt, such assignee or deemed assignee shall certify to Lessor, by way of a certificate subscribed by the chief financial officer or an assistant financial officer (or equivalent) of the applicable entity, in form reasonably satisfactory to Lessor and substance consistent with Paragraph 12(b)(iii)(A)(2) below, that the assignee or deemed assignee, as applicable, has as of the date of the assignment or deemed assignment, giving effect to the Test Transaction, a ratio of long-term debt to EBITDA of not greater than 5 to 1.

(1)    In calculating this ratio, “EBITDA” shall mean the sum of (aa) the assignee’s or deemed assignee’s, as applicable, net income, interest expenses, taxes, depreciation, amortization and non-cash accruals for special compensation plans (including without limitation, as to Lessee, Lessee’s Global Success Sharing, Key Employee Incentive, and Long-Term Incentive Plans, as applicable), minus (bb) the assignee’s or deemed assignee’s, as applicable, cash payments for its special compensation plans, computed on a consolidated basis as of the last day of the most recently completed fiscal quarter, computed on a rolling four quarter basis consisting of such quarter and the three immediately preceding quarters of the assignee or deemed assignee, as applicable, giving effect on a proforma basis to the Test Transaction.

(2)    The foregoing certificate shall be accompanied by the most recent then-existing financial statements of the assignee or deemed assignee, as applicable, that have been audited by a so-called “Big Four” Certified Public Accounting firm (or, if such designation is discontinued or no longer applicable, by a similar nationally-recognized, licensed certified public accounting firm), and prepared, at the option of the assignee or deemed assignee, as applicable, on a consolidated basis. It is the intention of the parties that the assignee or deemed assignee, as applicable, shall not be required to specially prepare financial statements to comply with the foregoing requirement. To the extent that such financial information as reasonably necessary to support the certification is not contained in the then-existing financial statements, such certificate shall also be accompanied by a statement in reasonable detail showing the calculation set forth above and the financial information relied upon by such chief or assistant financial officer in giving the certificate, which information shall give effect on a proforma basis to the Test Transaction, and which statement may, at the option of the assignee or deemed assignee, as applicable, be prepared on a consolidated basis.

(3)    If financial statements or other financial information relating to the assignee or deemed assignee shall be delivered or disclosed to Lessor under this Paragraph 12(b)(iii)(A), Paragraph 12(b)(iii)(B) below, or any other provision of the Lease, Lessor shall maintain in strict confidence all such financial statements and all information contained therein, and shall not, without the prior written consent of such assignee or deemed assignee disclose such information to any person or individual excepting only Lessor’s principals, accountants, attorneys, or other consultants who are advising Lessor regarding such information, on the condition that any such person or individual to whom such information is disclosed shall agree in writing to maintain the confidentiality of such information. Any such information shall not be used by Lessor or any other person or individual to whom such information is disclosed for any purpose other than for the purposes contemplated under the Lease and such information shall be retained by Lessor in a confidential manner.

(B)    In the event that the assignee or deemed assignee, as applicable, has less than Five Hundred Million Dollars ($500,000,000) of long term debt, such assignee or deemed assignee shall certify to Lessor, by way of a certificate subscribed by the chief financial officer or an assistant financial officer (or equivalent) of the applicable entity, in form reasonably satisfactory to Lessor and substance consistent with Paragraph 12(b)(iii)(A)(2) above, that the assignee or deemed assignee, as applicable, has as of the date of the assignment or deemed assignment, giving effect to the Test Transaction and to the assignment or deemed assignment of the Lease, EBITDA of at least One Hundred Million Dollars ($100,000,000). For purposes hereof, “EBITDA” shall have the meaning set forth in Paragraph 12(b)(iii)(A)(1) above.

-30-

(C)    If the assignee or deemed assignee, as applicable, is either unable or unwilling to provide the certificate (and the other required information) described in Paragraph 12(b)(iii)(A) or Paragraph 12(b)(iii)(B) above, as applicable, then such assignee or deemed assignee may satisfy the condition stated in Paragraph 12(b)(iii) by providing to Lessor an irrevocable and unconditional (other than the conditions provided herein) standby letter of credit (“Letter of Credit”) governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500, as revised from time to time, and issued by a commercial bank (“Issuer”), reasonably satisfactory to Lessor, with offices for banking purposes in the City of San Francisco. The Letter of Credit shall name Lessor as the beneficiary, be in an amount equal to twelve (12) times the monthly Adjusted Base Rent then in effect under the Lease (but in no event an amount greater than the remaining rental obligation under the unexpired term of the Lease, as it may actually be extended from time to time), have a term of not less than one (1) year (or the period specified below if shorter), permit multiple drawings, be fully transferable by Lessor to Lessor’s successor-in-interest in the Building, and otherwise be in form reasonably satisfactory to Lessor and consistent with the provisions hereof. The Letter of Credit shall also provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each during the term of the Lease plus a period of thirty (30) days after the expiration of the term (and in the event that an arbitration or judicial proceeding has been instituted by the assignee or deemed assignee, as applicable, as provided under Paragraph 12(b)(iii)(C)(2) below and such proceeding has not been concluded prior to the expiration of the term, for consecutive periods of one (1) year each until thirty (30) days after the issuance of an order under the arbitration or judicial proceeding, as applicable), unless the Issuer sends written notice (“Issuer Notice”) to Lessor (with a simultaneous copy to the assignee or deemed assignee, as applicable) by any method specified in Article 26 of the Lease, as amended, not less than forty-five (45) days preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. If Lessor receives an Issuer Notice, and not later than fifteen (15) business days prior to the expiry date of the Letter of Credit the assignee or deemed assignee, as applicable, fails to furnish Lessor with a replacement Letter of Credit pursuant to the terms and conditions of this Paragraph 12(b)(iii)(C), then Lessor shall have the right to draw the full amount of the Letter of Credit, by delivering to Issuer (with a simultaneous copy to the assignee or deemed assignee, as applicable) a Nonrenewal Declaration (as defined below). The Issuer shall, no sooner than three (3) business days after receipt of a Nonrenewal Declaration, disburse to Lessor the full amount of the Letter of Credit, unless, within such time, the Issuer has received a subscribed and sworn statement of the chief financial officer or other responsible officer of the assignee or deemed assignee, as applicable, that a replacement Letter of Credit has been provided to Lessor, to which statement a copy of the replacement Letter of Credit shall be attached, in which case no amount shall be drawn on the Letter of Credit. Provided, however, in the event that an automatically renewable Letter of Credit can not be obtained at a commercially reasonable rate, then the assignee or deemed assignee, as applicable, shall not less than thirty (30) days preceding each expiration date of the Letter of Credit renew the Letter of Credit as provided above, and if the assignee or deemed assignee, as applicable, fails to furnish Lessor with a replacement Letter of Credit at least fifteen (15) business days prior to the expiry date of the Letter of Credit pursuant to the terms and conditions of this Paragraph 12(b)(iii)(C), then Lessor shall have the right to draw the full amount of the Letter of Credit, by delivering to Issuer (with a simultaneous copy to the assignee or deemed assignee, as applicable) a Nonrenewal Declaration. The Issuer shall, no sooner than three (3) business days after receipt of a Nonrenewal Declaration, disburse to Lessor the full amount of the Letter of Credit, unless, within such time, the Issuer has received a subscribed and sworn statement

-31-

of the chief financial officer or other responsible officer of the assignee or deemed assignee, as applicable, that a replacement Letter of Credit has been provided to Lessor, to which statement a copy of the replacement Letter of Credit shall be attached, in which case no amount shall be drawn on the Letter of Credit. In the event that any Letter of Credit proceeds have been disbursed to Lessor as provided hereunder, Lessor shall hold the proceeds of the Letter of Credit as a cash deposit pursuant to the terms and conditions of this Paragraph 12(b)(iii)(C). Notwithstanding anything to the contrary contained herein, any failure by the assignee or deemed assignee, as applicable, to renew or replace the Letter of Credit or provide a cash equivalent as provided herein shall be a default under the Lease. For purposes hereof, a “Nonrenewal Declaration” shall be a statement, subscribed and sworn by a general partner or the chief financial officer or assistant financial officer (or equivalent) of Lessor, stating that the assignee or deemed assignee, as applicable, is required and has failed to timely furnish a replacement Letter of Credit pursuant to the terms and conditions of Paragraph 12(b)(iii)(C) of the Lease. The following provisions shall apply to the Letter of Credit and cash deposit, as applicable:

(1)    If the assignee or deemed assignee, as applicable, defaults in respect of any of the terms, covenants or conditions of the Lease which impose a monetary payment obligation on such assignee or deemed assignee, including without limitation the payment of rent and such default has continued beyond all applicable cure periods provided in the Lease, and provided that if a notice of default was either not required under the terms and conditions of the Lease, or if required, did not expressly provide that failure to cure such default pursuant to the terms and conditions of the Lease may result in Lessor drawing upon the Letter of Credit as provided in this Paragraph 12(b), Lessor has given such assignee or deemed assignee one (1) additional notice of such default which notice expressly refers to this Paragraph 12(b), and states that failure to cure such default within a period of ten (10) days after delivery of the additional notice may result in Lessor drawing upon the Letter of Credit as provided in this Paragraph 12(b) and such default has not been so cured, then Lessor may apply the whole or any part of any cash security, or may notify the Issuer and subject to the terms and conditions of Paragraph 12(b)(iii)(C)(2) below, thereon receive all or a portion of the monies represented by the Letter of Credit, and apply the whole or any part of such proceeds, as the case may be, but only in the amount required for the payment of any past due Base Rent or any other sum as to which such assignee or deemed assignee is in default, including, without limitation, any sum which Lessor may reasonably expend or may then be required to expend by reason of such assignee’s or deemed assignee’s default in respect of any of the terms, covenants or conditions of the Lease which impose a monetary obligation on such assignee or deemed assignee, or to compensate Lessor for any loss or damage which Lessor may suffer thereby, or any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrue or accrues before or after summary proceedings or other reentry by Lessor. If Lessor applies any part of proceeds of the Letter of Credit or the cash security, as the case may be, as permitted hereunder, the assignee or deemed assignee, as applicable, shall immediately restore the face amount of the Letter of Credit to the face amount which was applicable immediately prior to Lessor’s drawing down sums thereunder pursuant to an amendment to the Letter of Credit reasonably acceptable to Lessor or shall deposit with Lessor a cash sum in an amount which when added to the amount available to be drawn under the Letter of Credit equals the amount of the Letter of Credit immediately prior to Lessor’s draw under the Letter of Credit. Notwithstanding anything to the contrary contained herein, any failure by the assignee or deemed assignee, as applicable, to restore the face value of the Letter of Credit to such amount, or to deposit with Lessor a corresponding cash amount, within ten (10) days after its receipt of a written request from Lessor shall be a default under the Lease. Without limiting any other rights or remedies of Lessor as a result of such

-32-

default and subject to the terms and conditions of Paragraph 12(b)(iii)(C)(2) below, Lessor may draw down any sums then remaining under the Letter of Credit and the assignee or deemed assignee, as applicable, shall within ten (10) days after its receipt of a written request from Lessor deposit cash with Lessor in an amount sufficient to bring the sums held by Lessor to an amount equal to the current security deposit amount. Any cash held by Lessor shall be held as a security deposit pursuant to the provisions of this Paragraph 12(b)(iii)(C). The assignee or the deemed assignee, as applicable, expressly agrees that such assignee or the deemed assignee shall have no right to apply any portion of the cash security or proceeds of the Letter of Credit against any of such assignee’s or deemed assignee’s obligations to pay rent hereunder.

(2)    Lessor shall have the right to draw on the Letter of Credit from time to time by delivering to Issuer (with a simultaneous copy to the assignee or deemed assignee, as applicable) a statement, subscribed and sworn by a general partner or the chief financial officer or an assistant financial officer (or equivalent) of Lessor, stating that such assignee or deemed assignee, (aa) is in default under the Lease, describing such default and the amount of any monetary default or amount required to cure any nonmonetary default, (bb) has received a notice or notices of such default from Lessor as required by the Lease (with a copy of such notice or notices attached to the certificate), and (cc) has failed to cure such default within the time provided under the Lease. The Issuer shall, no sooner than ten (10) business days after receipt of Lessor’s statement, disburse to Lessor the amount of funds demanded as necessary to cure such default, unless, within such time, the Issuer has received a subscribed and sworn statement of the chief financial officer or other responsible officer of the assignee or deemed assignee, as applicable, that either (x) the amount demanded in Lessor’s statement has been paid in full to Lessor, to which statement proof of payment shall be attached, in which event no amount shall be drawn on the Letter of Credit, or (y) such assignee or deemed assignee has initiated an arbitration or legal proceeding and filed and served upon Lessor or delivered to Lessor with a Notice and Acknowledgement of Service, a complaint or other legal pleading contesting Lessor’s claim of default or Lessor’s claimed amount of damages, to which statement a copy of the filed complaint or other legal pleading and proof of service on Lessor or copy of Notice and Acknowledgement of Service shall be attached, in which event no amount shall be drawn on the Letter of Credit unless and to the extent ordered by said arbitration or judicial proceeding.

(3)    The Letter of Credit or cash deposit shall be returned by Lessor to the assignee or deemed assignee, as applicable, within fifteen (15) business days after the earlier of:

(aa)    (i) the date a certificate conforming to the requirements set forth in Paragraph 12(b)(iii)(A) is delivered to Lessor certifying that the assignee or deemed assignee, as applicable, has met the required ratio of long term debt to EBITDA as of the end of the preceding calendar quarter, with EBITDA computed on a rolling four quarter basis consisting of such quarter and the three immediately preceding quarters as specified in Paragraph 12(b)(iii)(A)(1), provided that there has been no material uncured default under the Lease by such assignee or deemed assignee during such time period, and (ii) a twelve (12) month period has elapsed after the date a certificate under clause (i) is delivered to Lessor during which there has been no material uncured default under the Lease by the assignee or deemed assignee, as applicable (provided that if a notice of default was required under the terms and conditions of the Lease, it expressly provided that failure to cure such default pursuant to the terms and conditions of the Lease may result in Lessor drawing upon the Letter of Credit as provided in this Paragraph 12(b)); or

-33-

(bb)    (i) (x) the date a certificate conforming to the requirements set forth in Paragraph 12(b)(iii)(B) is delivered to Lessor certifying that the assignee or deemed assignee, as applicable, has less than Five Hundred Million Dollars ($500,000,000) of long term debt and at least One Hundred Million Dollars ($100,000,000) of EBITDA as of the end of the preceding calendar quarter, with EBITDA computed on a rolling four quarter basis consisting of such quarter and the three immediately preceding quarters as specified in Paragraph 12(b)(iii)(A)(1), provided that there has been no material uncured default under the Lease by such assignee or deemed assignee during such time period, and (ii) a twelve (12) month period has elapsed after the date a certificate under clause (i) is delivered to Lessor during which there has been no material uncured default under the Lease by the assignee or deemed assignee, as applicable (provided that if a notice of default was required under the terms and conditions of the Lease, it expressly provided that failure to cure such default pursuant to the terms and conditions of the Lease may result in Lessor drawing upon the Letter of Credit as provided in this Paragraph 12(b)); or

(cc)    the termination or expiration of the term of the Lease and delivery of the entire possession of the Premises to Lessor in the manner required by the Lease, provided that there is no material uncured default under the Lease by the assignee or deemed assignee, as applicable. In the event that there is a material uncured default under the Lease by such assignee or deemed assignee, the term of the Letter of Credit shall be extended as provided in Paragraph 12(b)(iii)(C) above and the provisions of Paragraph 12(b)(iii)(C) shall apply with regard to the Letter of Credit or cash security, as applicable, and as set forth therein, any cash security not required to cure a default by such assignee or deemed assignee as described therein shall be returned to such assignee or deemed assignee.

(4)    In the event of any conveyance of title to the Building, Lessor shall transfer any cash security to the new Lessor, and with respect to the Letter of Credit, within ten (10) days after notice, such assignee or deemed assignee, at its sole cost and expense, shall arrange for the transfer of the Letter of Credit to the new Lessor, as designated by Lessor in the foregoing notice or have the Letter of Credit canceled and reissued in the name of the new Lessor. Provided the cash security or Letter of Credit, as the case may be, has been so transferred, the assignee or deemed assignee shall look solely to the new Lessor for the return of the cash security or Letter of Credit, as applicable, and Lessor shall thereupon be released by such assignee or deemed assignee from all liability for the return of said cash security or Letter of Credit, as the case may be, provided that the transferee shall have assumed in an instrument reasonably satisfactory to such assignee or deemed assignee all of Lessor’s obligations under the Lease accruing from and after such sale or conveyance, including the obligations set forth herein concerning the Letter of Credit. Lessor shall cooperate with the assignee or deemed assignee, as applicable, to transfer or reissue the Letter of Credit to the new Lessor. The provisions hereof shall apply to every transfer or assignment made of the cash security or Letter of Credit, as applicable, to a new Lessor. Lessor and the assignee or deemed assignee, as applicable, further covenant and agree that neither shall assign or encumber or attempt to assign or encumber the cash security or Letter of Credit, as applicable, and neither Lessor nor the assignee or deemed assignee, as applicable, or their respective successors or assignees shall be bound by any

-34-

such agreement, encumbrance, attempted assignment or attempted encumbrance, except that the cash security and Letter of Credit, as applicable, may be pledged by Lessor as security to the holder of a first deed of trust upon Levi’s Plaza, provided that such pledge is subject to all of assignee’s or deemed assignee’s, as applicable, rights under the Lease regarding the cash security or Letter of Credit.

(c)    Subleases To Lessee Contractors And Excluded Subtenants. Lessor and Lessee desire to further clarify the provisions of Paragraph 11.2 of the Lease regarding Lessee’s right to assign the Lease or sublet all or a portion of the Premises without the consent of Lessor. In addition to the foregoing, Lessor’s consent shall not be required nor shall Lessor have any recapture rights with respect to a sublease by Lessee from time to time of space within the Premises to (A) (i) Argonaut Securities Company, and (ii) Haas Baseball Company (each an “Excluded Subtenant” and collectively, “Excluded Subtenants”), and (B) any Person that is to use such space exclusively for the purpose of performing or furnishing services exclusively for Lessee (a “Lessee Contractor”), provided that (1) no demising walls shall be erected for purposes of such occupancy by any such Person, (2) the term of such sublease shall not exceed the lesser of two (2) years or the remaining term of the Lease, and (3) the amount of space sublet pursuant to any such sublease shall not exceed fifty percent (50%) of a floor in the Building.

(d)    Shared Profits. Lessor and Lessee also desire to clarify the provisions of Paragraph 11.3 of the Lease regarding the sharing of profits on an assignment of the Lease by Lessee or a sublet of all or a portion of the Premises by Lessee. Accordingly, Paragraph 11.3 of the Lease shall not apply to any sublease or assignment by Lessee to an Affiliate of Lessee, Permitted Assignee, a Lessee Contractor or an Excluded Subtenant. Subject to such exclusion, the fourth (4th) sentence of Paragraph 11.3 of the Lease is hereby revised to provide that Lessee shall pay Lessor an amount equal to fifty percent (50%) of the net profits (as described in Paragraph 11.3 of the Lease) (i) on subletting, either monthly or annually at the option of Lessee, and (ii) on an assignment, as received by Lessee. For purposes hereof, “net profits” shall mean the total rent or other monetary consideration received from the assignee or sublessee during the assignment or sublease term (“Gross Sublet Proceeds”), less: the sum of (A) the Adjusted Base Rent paid to Lessor by Lessee during the period of the assignment or sublease term for the space covered by the assignment or sublease (“Transferred Space”); (B) any tenant improvement allowance or free rent paid or given by Lessee to its assignee or sublessee (excluding any personal property allowances, donations or contributions); (C) broker’s commissions; (D) reasonable attorneys’ fees; (E) lease takeover payments; (F) costs required to be paid by Lessee to Lessor in connection with such assignment or sublease; and (G) costs of advertising the Transferred Space (collectively, the “Transaction Costs”); provided, however, Lessor shall not be paid any share of net profits until Lessee has recovered, from the excess of the Gross Sublet Proceeds received over the Adjusted Base Rent paid to Lessor by Lessee calculated under (A) above, all of the costs set forth in parts (B) through (G) above in connection with such Transferred Space. For example, if five (5) years then remain in the Term, and Lessee pays to Lessor $10,000,000 each year in rent for the Transferred Space during that period, and Lessee receives $11,000,000 in annual assignment or sublease rent for the Transferred Space during that period, and Lessee incurs $5,000,000 in Transaction Costs relating to the Transferred Space, there would be no net profits hereunder. If, however, for the same period, Lessee pays to Lessor $10,000,000 in rent for the Transferred Space, receives $11,000,000 in annual assignment and sublease rent for the Transferred Space, and incurs $3,000,000 in Transaction Costs, there would be a net profit hereunder of $2,000,000 relating to the Transferred Space, which would be payable during the last two (2) years of the Term in twenty-four (24) monthly installments of $88,333.33 each. In the event that any costs set forth in parts (B) through (G) above are expenditures to be paid by Lessee during the period of the assignment or sublease term for the Transferred Space, Lessee shall make a reasonable estimate of such expenditures and net profits shall be calculated based upon such estimates. Upon the actual expenditure of any such deferred costs, Lessee and Lessor shall reconcile the amount of their respective shares of net profits, if any, and make any payment required based on account of such reconciliation.

-35-

(e)    Transfers By Lessor. Lessor and Lessee further desire to clarify Article 11 of the Lease by adding the following at the end of Paragraph 11.4 of the Lease:

Notwithstanding the foregoing, Lessor shall not be released from such liability hereunder unless and until Lessor delivers to Lessee an instrument in writing in form and substance reasonably satisfactory to Lessee executed by Lessor’s successor in interest assuming all of the obligations and liabilities imposed upon Lessor herein or arising hereunder accruing from and after such sale or conveyance.

(f)    Lessor’s Recapture Right. Lessor and Lessee further desire to clarify Article 11 of the Lease by adding thereto a right on the part of Lessor to recapture the Premises under certain prescribed circumstances in the event of a proposed assignment or subletting of all or a portion of the Premises. Accordingly, Article 11 is hereby revised to include the following new Paragraph 11.5:

“11.5 Recapture of Premises by Lessor.

11.5(a) By written notice to Lessee (the “Termination Notice”) given within twelve (12) business days following a request by Lessee, pursuant to Paragraph 11.1 of the Lease, for Lessor’s consent to a proposed assignment of the Lease or a proposed subletting of all or a portion of the Premises, Lessor shall have the right to (i) terminate the Lease in the event of an assignment hereof or a sublet of the entire Premises, or (ii) terminate the Lease as to the portion of the Premises to be sublet, if the proposed sublet applies to less than the entire Premises (the rights described in clauses (i) and (ii) of this Paragraph 11.5 shall be known singularly and collectively as the “Right of Recapture”); provided, however, that Lessor shall have the Right of Recapture only in the event that one (1) or more of the following conditions applies at the time Lessee requests Lessor’s consent to a proposed assignment or subletting by Lessee:

(A)    The Square Footage Threshold (as defined in Paragraph 3 of the Second Amendment) has been exceeded (or will be exceeded by the currently proposed sublease or assignment);

(B)    Lessee no longer occupies at least two hundred fifty thousand (250,000) rentable square feet within the Building; provided, that, for the purposes of this Paragraph 11.5(a), space shall be deemed “occupied” by Lessee if, and only if, (i) such space is leased to Lessee (and, except as permitted in the following clause (ii), such space is not subject to a sublease or assignment by Lessee or any other form of occupancy agreement between Lessee and any third party), or (ii) such space is subleased or assigned by Lessee to a Permitted Assignee, an Affiliate of Lessee, a Lessee Contractor or an Excluded Subtenant; or

(C)    If Lessee proposes to sublet all or a portion of the Premises, and either (i) the term of the proposed sublease (including options to extend or renew the term) is greater than seven (7) years, or (ii) the proposed sublease will commence during the last two (2) years of the then current term of the Lease, unless Lessee extends the then current term of the Lease, in which case Lessor shall not have a Right of Recapture pursuant to this item (ii) with respect to the proposed sublet space so long as the total sublease term (including options to extend or renew the term) does not exceed seven (7) years.

-36-

11.5(b) If Lessor elects to exercise its Right of Recapture hereunder with respect to a proposed subletting by Lessee, and the Premises to be covered by such proposed sublease is less than the entire Premises (any such portion herein the “Recaptured Space”), the parties shall execute an amendment to the Lease pursuant to which (x) all of Lessee’s obligations pertaining to such Recaptured Space, including those for Base Rent, Adjusted Base Rent, Lessee’s Percentage of Operating Expenses and Adjusted Taxes for the Building and any additional rent and other charges due hereunder shall be reduced in proportion to the reduction in the rentable square footage of the Premises caused thereby, the amount of such reductions to be determined by multiplying such obligations by a fraction, the numerator of which is the rentable square footage of the Premises included within such sublease (i.e. the Recaptured Space) and the denominator of which is the rentable square footage of the entire Premises immediately prior to such termination by Lessor, and (y) the Operating Expense provisions within the Lease (including, without limitation, Lessee’s obligation for payment of Lessee’s Percentage of Operating Expenses with respect to the Building) and the parties respective maintenance and repair obligations under Paragraph 11 of the Second Amendment shall be adjusted to reflect the fact that Lessor will once again assume control over operation of the Building, provided, that, in adjusting the Operating Expense provisions and the parties respective obligations under the Lease for maintenance, repairs and replacements, the parties shall strive to reformulate their respective rights, obligations and responsibilities in a fashion consistent with the practices in effect prior to Lessee’s assumption of the operation and maintenance of the Building. (In such event, Lessor shall manage the maintenance and repair of the Building in a manner consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings, including, without limitation, instituting competitive bidding practices, if any, with respect to contractors and vendors which are customarily adhered to by the owners of the Comparable Maintenance Standards Buildings in connection with maintenance and repair of the Comparable Maintenance Standards Buildings.) Lessor shall bear the costs incurred in physically separating the space covered by such sublease from the balance of the Premises and in complying with any applicable laws or regulations applying due to such separation, including costs of compliance required as a result of or in connection with such separation.

11.5(c)    If Lessor does not exercise its Right of Recapture under this Paragraph 11.5 with respect to any proposed assignment or subletting, then Lessor shall not unreasonably withhold, condition or delay its consent to such proposed assignment or subletting.

11.5(d)    Lessor’s Right of Recapture shall not apply to any assignment or subletting made to (i) an Affiliate of Lessee or a Permitted Assignee pursuant to Paragraph 11.2 of the Lease and Paragraph 12(a) of the Second Amendment, or otherwise made to any Affiliate of Lessee or Permitted Assignee, or (ii) a Lessee Contractor, or (iii) an Excluded Subtenant.”

(g)    Whenever Lessor’s consent to a proposed assignment or subletting is required pursuant to Paragraph 11.1 of the Lease, Lessor agrees that it shall not unreasonably withhold, condition or delay such consent and Lessor’s consent to such assignment or subletting shall be deemed given unless Lessor exercises its Right of Recapture or otherwise notifies Lessee in writing of its refusal to grant such consent (which notice shall state the reason(s) for the withholding of such consent), within twelve (12) business days after Lessee’s request for Lessor’s consent. Without limiting the circumstances for which it may be reasonable for Lessor to withhold its consent to an assignment or subletting pursuant to Article 11 of the Lease, Lessor and Lessee acknowledge that it shall be reasonable for Lessor to withhold its consent in the following instances:

(i)    If at the time Lessor’s consent is requested or at any time prior to the granting of such consent, Lessee is in default beyond any applicable cure period specified under the Lease;

-37-

(ii)    If in Lessor’s reasonable judgment, the use of the Premises by the proposed assignee or sublessee would involve occupancy by other than primarily general office personnel;

(iii)    If either (A) the sublease or assignment is to a proposed assignee or sublessee that intends to use all or a portion of the Premises for retail purposes and, in Lessor’s reasonable judgment, such retail use of the Premises by the proposed assignee or sublessee would breach any so-called “exclusive” use provision then in an existing lease or would cause Lessor to violate a provision in any lease which prohibits the lease of space to such tenant’s competitors or give a tenant a right to cancel its lease in the event that space is leased to a competitor (for purposes hereof, the foregoing provisions collectively are “exclusive rights”), and such tenant occupies retail space in Levi’s Plaza, or (B) in Lessor’s reasonable judgment, the use of the Premises by the proposed assignee or sublessee would breach any so-called “exclusive” use provision then in an existing lease, or would cause Lessor to violate a provision in any lease which prohibits the lease of space to such tenant’s competitors or give a tenant a right to cancel its lease in the event that space is leased to a competitor (for purposes hereof, the foregoing provisions collectively are “exclusive rights”), and such lease is for at least a minimum of sixteen thousand (16,000) rentable square feet of non-retail space in the Building. In connection with the foregoing, Lessor agrees to provide Lessee with prompt written notice of any exclusive rights granted in favor of any such tenant presently in effect, or which are granted on or after the Effective Date; provided, however, that this restriction relating to violations of exclusive rights shall not preclude Lessee from subleasing Lessee’s cafeteria or food service facilities to a third party operator in connection with a contract between such third party operator and Lessee for the operation of Lessee’s cafeteria or food service facilities so long as such cafeteria or food service facilities continue to be operated in accordance with the provisions of the Lease, including without limitation, Paragraph 9 of this Second Amendment;

(iv)    If in Lessor’s reasonable judgment, the financial worth of the proposed assignee or sublessee is not sufficient to meets its obligations under the proposed assignment or sublease;

(v)    If the use of the Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation;

(vi)    If the proposed assignee or sublessee is a governmental agency; or

(vii)    If the proposed assignee or sublessee is not then a Levi’s Plaza tenant and such proposed assignee or sublessee has delivered to or received from Lessor a written request for proposal or offer or letter of intent for space in Levi’s Plaza during the forty-five (45) days immediately preceding notice by Lessee of its intention to assign or sublet (any such proposed assignee or sublessee is referred to herein as a “Prospective Tenant”), provided, however, in order for Lessor to object to any proposed assignee or sublessee pursuant to this Paragraph 11.5(g)(vii), Lessor must be able to furnish such proposed assignee or sublessee with space in Levi’s Plaza that is substantially comparable in size to the space required by such proposed assignee or sublessee. In connection with the foregoing, if Lessee notifies Lessor of its intention to assign or sublet space within the Building and requests from Lessor the information hereinafter described, Lessor shall within five (5) business days after receipt of such notice, furnish Lessee with a list of parties qualifying as Prospective Tenants (the “Original List”) and shall thereafter update the Original List every thirty (30) days with any additional Prospective Tenants that have delivered to or received from Lessor a written request for proposal or offer or letter of intent for space in Levi’s Plaza after Lessor’s

-38-

receipt of notice by Lessee of its intention to assign or sublet (the “Updated List(s)”). On and after Lessee’s receipt of the Original List, Lessor shall be precluded from adding to an Updated List any prospective tenant as to which Lessee can establish that, prior to such tenant having delivered to or received from Lessor a written request for proposal or offer or letter of intent for space in Levi’s Plaza, Lessee delivered to or received from such tenant a written request for proposal or offer or letter of intent for Lessee’s space in the Building. Notwithstanding the foregoing, a Prospective Tenant shall be removed from the Original List or an Updated List, as applicable, in the event that (i) within sixty (60) days after such Prospective Tenant was first included on the Original List or an Updated List, as applicable, such Prospective Tenant has not executed a letter of intent for space in Levi’s Plaza, or (ii) within one hundred eighty (180) days after such Prospective Tenant was first included on the Original List or an Updated List, as applicable, such Prospective Tenant has not executed a lease agreement for space in Levi’s Plaza.

(h)    No assignment or subletting by Lessee pursuant to Article 11 of the Lease, nor any consent thereto by Lessor, shall relieve Lessee of any obligation to be performed by Lessee under the Lease, except to the extent, if any, that Lessor elects, pursuant to its Right of Recapture, to terminate the Lease in whole or in part.

(i)    In the event Lessee shall assign the Lease or sublet the Premises or request the consent of Lessor to any assignment or subletting requiring Lessor’s consent hereunder, then Lessee shall pay Lessor’s reasonable attorneys’ fees incurred in connection therewith (not to exceed two thousand dollars ($2,000) in each such case).

(j)    Notwithstanding anything to the contrary contained in Paragraph 11.1 of the Lease, Lessee may not, without the prior written consent of Lessor, which Lessor may withhold in its sole and absolute discretion, assign its interest in the Lease with respect to, or sublet any portion of the Premises which constitutes, less than fifty percent (50%) of the net rentable square footage of any floor in the Building; provided, however, that the foregoing restriction shall not apply to any assignment or subletting (i) to an Affiliate of Lessee or Permitted Assignee pursuant to Paragraph 11.2 of the Lease or otherwise made to any Affiliate of Lessee or Permitted Assignee, or (ii) to a Lessee Contractor, or (iii) an Excluded Subtenant.

13.    Use of the Premises. From and after the Effective Date, Paragraph 6 of the MOU shall be deleted in its entirety and replaced with the provisions of this Paragraph 13. Lessor and Lessee desire to clarify the permitted uses of the Premises by deleting the last sentence of Paragraph 7.1 of the Lease and adding the following:

“In addition, Lessee shall have the right to use the Premises for sales of “samples” to Lessee’s employees from time to time, sales of Lessee’s products by telephone and catalog, and the promotion and conduct of electronic commerce by Lessee, its Affiliates, a Permitted Assignee or a Lessee Contractor (such as by use of the internet and other like and future media).”

14.    Base Building and Common Area Work. Lessor shall be responsible for constructing the Base Building Work (as defined below) at its sole cost and expense. Subject to Construction Delays (as defined in Paragraph 15(e) below) or delays caused in whole or in part by Lessee, Lessor shall use its commercially reasonable efforts to Substantially Complete all Base Building Work in accordance with the schedule set forth in Exhibit B attached hereto. As used herein, the terms “Substantially Complete” or “Substantial Completion” shall mean that the work in question is complete subject only to normal punch list items that do not affect the beneficial use thereof. “Base Building Work” shall mean (i) work required to bring the improvements located within the Designated Areas into compliance with Uniform Building Code in effect as of December 31, 2009, the Americans with Disabilities Act and any regulation

-39-

promulgated thereunder and in effect as of December 31, 2009 and any applicable life-safety code requirements in effect as of December 31, 2009, as and to the extent such work is triggered by the Leasehold Improvements (as such term is defined in Paragraph 15(a) below), and (ii) those improvements described on Exhibit B attached hereto. “Designated Areas” shall mean the exterior entrances/exits (Building shell only), main entrance lobby, elevator lobbies, bathrooms, elevators, loading areas, stairwells, electrical and mechanical rooms, and roof of the Building and the Exterior Common Areas (excluding the park located adjacent to the Koshland Building). All Base Building Work shall be completed by Lessor in a good and workmanlike manner and all work shall be consistent with the best practices and standards in the building construction industries

The Base Building Work shall be constructed by Lessor subject to the following conditions:

(a)    All construction work relating to the Base Building Work shall be conducted in accordance with all applicable governmental laws, rules, regulations and requirements, and prior to the commencement of work, Lessor shall be responsible for obtaining, at its sole cost and expense, all building and other permits necessary in connection with the construction of the Base Building Work. All fire/life-safety systems shall be tested and approved by contractors on behalf of Lessor and Lessee and by the governmental agencies having jurisdiction thereof.

(b)    In the event that plans and specifications for a Base Building Improvement are required to obtain a building permit for such work or other drawings or performance criteria are provided to Lessor’s contractor (“Lessor’s Plans”), Lessor shall submit a copy of Lessor’s Plans to Lessee for its review and approval not less than ten (10) days in advance of the commencement of any construction related thereto. Notwithstanding the foregoing, Lessee acknowledges and agrees that Lessee’s review of Lessor’s Plans shall only be for the limited purpose of reviewing whether or not the Base Building Work are designed to comply with the specifications, if any, prepared for such Base Building Work (copies of which shall be provided by Lessor to Lessee), and in connection therewith, Lessee’s approval shall not be unreasonably withheld. Except as hereinbefore stated, Lessee’s approval of Lessor’s Plans shall not be required as a pre-condition for the making of the Base Building Work by Lessor. Notwithstanding whether any of Lessor’s Plans are reviewed by Lessee, or by Lessee’s architect, engineer or other consultants, and notwithstanding any advice or assistance which may be rendered to Lessor by Lessee or Lessee’s architect, engineer or other consultants, Lessee is not in any way warranting or representing that Lessor’s Plans are suitable for their intended use or comply with applicable laws and regulations, and Lessee shall have no liability whatsoever in connection with Lessor’s Plans, nor any responsibility for any omissions or errors contained therein.

(c)    Lessee shall have the right, during the period of any construction of the Base Building Work, to review and monitor the progress of such construction; if requested by Lessee, representatives of Lessee shall be given adequate notice of and shall be entitled to attend regularly scheduled job meetings concerning any Base Building Work.

(d)    Lessor shall indemnify, defend and hold Lessee harmless from and against any and all claims, liabilities, losses or damages whatsoever arising out of or in connection with the construction of any Base Building Work, except to the extent that the same arise from the negligence or willful misconduct of Lessee, its agents, contractors, employees, or invitees.

(e)    During the construction of any Base Building Work, trash removal shall be done continually at Lessor’s cost and expense, and no trash, debris or other waste may be deposited at any time in, on or about or outside the Premises other than in areas which are designated for dumpsters or temporary consolidation of trash prior to collection. Storage of Lessor’s contractors’ and subcontractors’ construction materials, tools and equipment shall be either outside the Premises in an area reasonably approved by Lessee, or, if within the Premises, confined to an area reasonably approved by Lessee. In no event shall any materials, tools and equipment, or debris be stored in any other areas without Lessee’s prior written consent, which shall not be unreasonably withheld.

-40-

(f)    Within a reasonable period following Substantial Completion of any Base Building Work for which plans and specifications were required to obtain a building permit for such work, Lessor shall furnish Lessee with a copy of the “record” plans and specifications showing the changes made to the Building and/or Premises, as applicable.

(g)    During the design and construction of any Base Building Work, Lessor agrees that Lessor and its agents and contractors shall not materially impede or interfere with the conduct of business by Lessee in the Premises or with the work of Lessee’s contractors or subcontractors in the Premises (except to the extent that Lessor or its agents or contractors may reasonably be required to take any action necessary to the ongoing operation of the Building, in which event Lessor and its agents and contractors shall use commercially reasonable efforts to minimize any interference with Lessee’s conduct of business and/or the work of Lessee’s contractors or subcontractors).

15.    Leasehold Improvements Allowance.

(a)    In consideration of Lessee’s exercise of its Second Option, upon execution of this Second Amendment, Lessor shall provide Lessee a leasehold improvements allowance (the “Leasehold Improvements Allowance”) in the amount of Fifteen Million Nine Hundred Sixty-Five Thousand Eight Hundred Sixty-Five Dollars ($15,965,865) ($45.00 per rentable square foot) to be used for the costs of relocating from other facilities to the Premises on or after June 24, 2009, constructing Lessee’s desired improvements and alterations within the Premises after the Effective Date (“Leasehold Improvements”), consulting and permit fees and other costs incurred by Lessee in connection with the Leasehold Improvements on or after June 24, 2009 (collectively, the “Leasehold Improvement Costs”). The Leasehold Improvements Allowance shall be made available to Lessee immediately following the execution of this Amendment and shall be disbursed in accordance with this Paragraph 15. The Leasehold Improvement Allowance shall be net of any costs and expenses incurred by Lessor either on its own behalf or on behalf of Lessee in connection with any alterations or renovations required by this Second Amendment, provided that Lessee shall reimburse Lessor for the actual third party out-of-pocket costs and expenses reasonably incurred by Lessor with respect to any consultants retained by Lessor in connection with Lessee’s performance of the Leasehold Improvements. Without limiting the generality of the foregoing, Lessee shall not be obligated to reimburse Lessor for Lessor’s administrative, management or supervision costs in connection with Lessee’s installation of the Leasehold Improvements, nor shall any such administrative, management or supervision costs be deducted from the Leasehold Improvements Allowance.

(b)    Lessor shall disburse the Leasehold Improvements Allowance to reimburse Lessee for payment of Leasehold Improvement Costs. In connection with the foregoing, Lessee shall deliver to Lessor, not more frequently than one (1) time during each calendar month or any thirty (30) day period, a request for payment of Leasehold Improvement Costs (“Reimbursement Request”).

(i)    If the Reimbursement Request covers Leasehold Improvements, Lessee shall submit the following items with such Reimbursement Request covering all Leasehold Improvement Costs with respect to such Leasehold Improvements: (i) invoices from the general contractor and all subcontractors, laborers, materialmen, and suppliers for whom Leasehold Improvements Costs are being requested; (ii) executed mechanic’s lien releases (conditional with respect to the current Reimbursement Request amounts and unconditional with respect to all previous Reimbursement Request amounts funded by Lessor) from the general contractor and all subcontractors, laborers, materialmen, and suppliers for whom Leasehold Improvements Costs are being requested, which mechanic’s lien releases shall comply

-41-

with the appropriate provisions, as reasonably determined by Lessor, of California Civil Code Section 3262(d); and (iii) all other information reasonably requested by Lessor. Lessee hereby acknowledges and agrees that Lessee’s submission of a Reimbursement Request shall be deemed Lessee’s acceptance and approval of the work furnished or the materials supplied as set forth in such Reimbursement Request.

(ii)    If the Reimbursement Request covers Leasehold Improvements Costs other than reimbursements for Leasehold Improvements, Lessee shall submit the following items with such Reimbursement Request covering all such Leasehold Improvement Costs which do not relate to Leasehold Improvements: (i) evidence of Lessee’s payment in full of the Leasehold Improvements Costs which do not relate to Leasehold Improvements for which Lessee is requesting reimbursement; and (ii) all other information reasonably requested by Lessor.

(iii)    Within twenty (20) days following Lessor’s receipt of a Reimbursement Request, together with the additional information required pursuant to this Paragraph 15(b), Lessor shall deliver to Lessee an amount equal to the lesser of (A) the amount requested in such Reimbursement Request, and (B) the balance of any remaining available portion of the Leasehold Improvements Allowance; provided, however, that at Lessee’s discretion, Lessee may direct Lessor to disburse all or a portion of the Leasehold Improvements Allowance directly to Lessee’s contractors to pay Leasehold Improvement Costs due such contractors that have been approved for payment by Lessee in writing. If so directed by Lessee, Lessor shall disburse such payments to such contractors within twenty (20) days after Lessor’s receipt of Lessee’s Reimbursement Request together with the additional information required pursuant to this Paragraph 15.

(iv)    Upon the completion of all Leasehold Improvements, Lessee shall obtain and submit to Lessor (I) executed unconditional mechanic’s lien releases from the general contractor and all subcontractors, laborers, materialmen, and suppliers who have provided services or materials in connection with the Leasehold Improvements, which mechanic’s lien releases shall comply with the appropriate provisions, as reasonably determined by Lessor, of California Civil Code Section 3262(d), and (II) a temporary certificate of occupancy for the Premises (the provision of such items following completion of the Leasehold Improvements shall be referred to herein as “Evidenced Lien Free Completion”). Lessor’s payment of such amounts shall not be deemed Lessor’s approval or acceptance of the work furnished or materials supplied as set forth in Lessee’s Reimbursement Request.

(c)    Without limiting Paragraph 15(b) above, Lessee may utilize up to One Million Seven Hundred Seventy-Three Thousand Nine Hundred Eighty-Five Dollars ($1,773,985) of the Leasehold Improvements Allowance for the costs of fixtures, furniture and equipment to be used by Lessee in the Premises (the “FFE Costs”). Requests for applying a portion of the Leasehold Improvements Allowance toward reimbursement of FFE Costs shall be submitted in the manner set forth in Paragraph 15(b)(ii) above, with any amounts so paid to Lessee pursuant to said Paragraph 15(b)(ii) in reimbursement of FFE Costs reducing the amount of the remaining Leasehold Improvements Allowance.

(d)    Without limiting Paragraph 15(b) above, after Evidenced Lien Free Completion has occurred (as provided in Paragraph 15(b) above), Lessee may utilize up to One Million Seven Hundred Seventy-Three Thousand Nine Hundred Eighty-Five Dollars ($1,773,985) of the Leasehold Improvements Allowance for any purpose deemed appropriate by Lessee. In connection with the foregoing and if elected by Lessee, Lessee shall deliver to Lessor a request for payment (“Cash Reimbursement Request”); provided, however, that no such Cash Reimbursement Request may be submitted until after Evidenced Lien Free Completion has occurred. Within twenty (20) days following receipt of a validly submitted Cash Reimbursement Request, Lessor shall disburse to Lessee an amount equal to the lesser of (A) One Million Seven Hundred Seventy-Three Thousand Nine Hundred Eighty-Five Dollars ($1,773,985), (B) the amount requested in such Cash Reimbursement Request, or (C) the balance of any remaining available portion of the Leasehold Improvements Allowance. Lessor hereby acknowledges and agrees that Lessee shall not be required to produce invoices or other evidence of how any funds requested in a Cash Reimbursement Request have been spent or will be spent.

-42-

(e)    If Lessee has not submitted requests for disbursement of all of the Leasehold Improvements Allowance, on or before January 1, 2014 (the “Outside Request Date”), all remaining amounts comprising the Leasehold Improvements Allowance for which Lessee has not submitted either Reimbursement Requests (meeting the requirements and limitations of Paragraph 15(b) above) or Cash Reimbursement Requests (meeting the requirements and limitations of Paragraph 15(c) above) shall be forfeited; provided, however, that if such failure to submit such Reimbursement Requests result from delays in construction of the Leasehold Improvements arising from an event(s) of Construction Delay (as defined below), then the Outside Request Date shall be extended by one (1) day for each day that the construction of the Leasehold Improvements has actually been delayed as the result of a Construction Delay. As used herein, the term “Construction Delay” shall mean delays in construction of the Leasehold Improvements attributable to (i) strikes, lockouts, labor troubles, inability to procure materials, power failure, restrictive governmental laws or regulations, civil disturbances, war, acts of terrorism, failure to secure permits within the normal time frames, lightening, earthquake, fire, storm, hurricane, tornado, flood, explosion and any other similar cause beyond the reasonable control of Lessee, or (ii) material interference by Lessor; provided, however, as a condition to claiming the benefit of any extension of the Outside Request Date due to such Construction Delay, Lessee shall provide Lessor with written notice of such Construction Delay, within thirty (30) days of Lessee’s knowledge thereof and the nature of its impact upon Lessee’s completion of the Leasehold Improvements and Lessee shall thereafter keep Lessor regularly informed of the status of such Construction Delay and its impact upon the completion of the Leasehold Improvements.

(f)    If Lessor sells or otherwise transfers its interests in the Building prior to the Outside Request Date, either directly or through an indirect transfer of a “controlling interest” (excluding any sale or other transfer to a Permitted Lessor Transferee) in the entity comprising Lessor (as determined in accordance with Paragraph 2.1.11 of the Lease, as amended) (such a sale or transfer, herein a “Triggering Sale”), then Lessor shall deposit, on or prior to the date of closing of such Triggering Sale, the remaining balance of the Leasehold Improvements Allowance in an escrow account established with First American Fund Control Inc., 200 Commerce, Irvine, California 92602 or another escrow company selected by Lessor and approved by Lessee (“Escrow Agent”) together with instructions to the Escrow Agent, in a form prepared by Lessor and approved by Lessee, instructing Escrow Agent to disburse the Leasehold Improvements Allowance in accordance with this Paragraph 15. Notwithstanding the foregoing, if a Triggering Sale has occurred and Lessor has not deposited the remaining balance of the Leasehold Improvements Allowance in escrow with Escrow Agent on the date of closing of such Triggering Sale, as required pursuant to this Paragraph 15(f), then Lessee shall have the right, in addition to any other remedies available to Lessee, to offset the entire remaining balance of the Leasehold Improvements Allowance at the time and in the manner provided in Paragraph 15(h) below.

(g)    If Lessor fails to disburse any amount of the Leasehold Improvements Allowance as and when required under this Paragraph 15 (other than Lessor’s failure to fund any amount required into escrow with the Escrow Agent upon the closing of a Triggering Sale (as provided in Paragraph 15(f) above), upon ten (10) days prior written notice to Lessor, Lessee shall have the right, in addition to any other remedies available to Lessee, to recover such amount by amortizing such amount over the remaining term of the Lease, with interest at the Amortizing Rate (as defined below), and deducting such amortized amount from the monthly Base Rent as it comes due under the Lease; provided, however, in no event shall the aggregate amount offset by Lessee in any one (1) month of the term exceed twenty-five percent (25%) of the Base Rent that is due in the subject month. As used herein, the term “Amortizing Rate” shall mean an interest rate per annum to (i) the then current base rate of interest announced publicly in San Francisco, California, by Wells Fargo Bank, N. A. as the prime rate (or if such bank ceases to exist, the largest bank headquartered in the State of California) (herein, the “Prime Rate”), plus (ii) two percent (2%), measured on the date Lessee first elects to offset any such amounts against the Base Rent, as provided in this Paragraph 15(g).

-43-

(h)    If Lessor fails to fund any amount (“Escrow Amount”) required into escrow with the Escrow Agent upon the closing of a Triggering Sale (as provided in Paragraph 15(f) above), upon ten (10) days prior written notice to Lessor, Lessee shall have the right, in addition to any other remedies available to Lessee, to offset the full Escrow Amount which has not then been disbursed against the monthly Base Rent as it comes due under the Lease.

16.    Parking.

(a)    Lease and Paragraph 7 of the First Amendment are hereby deleted in their entirety and replaced with the provisions of this Paragraph 16. Notwithstanding anything to the contrary herein, Lessor hereby grants to Lessee an option at any time or times during the term hereof to use one (1) parking stall on a monthly rental basis for parking for every one thousand eight hundred twenty-five (1,825) rentable square feet in the Premises at such time (the “Guaranteed Spaces”). The Guaranteed Spaces shall be located in either the parking areas of the Building (the “Building Garage”) or in the parking garage located at 101 Lombard (the “101 Lombard Garage”), subject to the terms of this Paragraph 16. Rent for the parking spaces leased by Lessee within the Building Garage and the unreserved parking spaces leased by Lessee within the 101 Lombard Garage shall be payable therefore at the lowest rate then charged (except van pool rates) in the other parking spaces within Levi’s Plaza; provided, however, that Lessee’s car pool vans shall be entitled to any special van pool rate. Rent for the reserved parking spaces leased by Lessee within the 101 Lombard Garage shall be payable at the lowest rate then charged (except van pool rates) for other reserved parking spaces within Levi’s Plaza. Such option may be exercised by Lessee by notice to Lessor in writing designating the number of stalls desired, and the parking stalls shall be made available to Lessee as soon as possible thereafter.

(b)    Lessee may select up to eighty-two (82) spaces in the Building Garage as part of the Guaranteed Spaces, subject to Lessor’s obligations under that certain Agreement and Notice of Special Restriction under the Planning Code (the “Ice House Agreement”), recorded in Book B-823, at page 325, on November 2, 1973, in the Official Records of the City and County of San Francisco. Lessor shall use Lessor’s best efforts to fulfill Lessor’s obligations expressed in the Ice House Agreement by making spaces available thereunder in the 101 Lombard Garage or otherwise relieve the Building Garage from the effect of the Ice House Agreement. The Guaranteed Spaces not leased by Lessee in the Building Garage shall be made available to Lessee at the 101 Lombard Garage.

(c)    Notwithstanding the requirement that Lessor make the Guaranteed Spaces available to Lessee, if, at any time during the term of the Lease, Lessee elects not to lease all of the Guaranteed Spaces, Lessor shall have the right to lease the Guaranteed Spaces not then leased by Lessee (“Surrendered Spaces”) to another tenant of Levi’s Plaza. In such event, if Lessee subsequently desires to lease any such Surrendered Spaces, Lessee shall deliver notice to Lessor in writing designating the number of Surrendered Spaces desired, and the Surrendered Spaces shall be made available to Lessee as soon as possible thereafter, provided that Lessor shall not be obligated to provide more than fifty (50) Surrendered Spaces to Lessee in any six (6) month period and the location of such Surrendered Spaces shall be subject to the restrictions with regard to the Building Garage set forth in Paragraph 16(b) above.

17.    Right of First Offer to Purchase. Subject to the terms and conditions set forth in this Paragraph 17, upon a Triggering Transfer (as defined in Paragraph 17(a)(v) below), Lessee shall have a recurring right of first offer (“Purchase ROFO”) with respect to the applicable Offered Building (as defined Paragraph 17(b) below).

-44-

(a)    As used herein, the following terms shall have the meanings ascribed thereto below:

(i)    “Occupied Building” shall mean (i) the Building or any other building within the Levi’s Plaza which is “leased” by Lessee at the time of any Triggering Transfer; provided, however, for purposes of this definition, a building shall be deemed “leased” by Lessee if, and only if, on the date of any Triggering Transfer, (A) more than fifty percent (50%) of the rentable square footage within such building is leased to Lessee, and (B) the Square Footage Threshold has not been exceeded.

(ii)    “Permitted Lessor Transferee” shall mean each TIC Owner and all current beneficial owners of equity interests in each TIC Owner and any of their respective ancestors, descendants, adopted children, spouses or former spouses, trusts established by or for the benefit of such persons, partnerships or entities or other Persons of any kind which were transferees of equity interests of such owners or any of them, and any foundations or charitable or nonprofit organizations which were transferees of equity interests of any such owners.

(iii)    “TIC Owner” shall mean each of BLUE JEANS EQUITIES WEST, a California general partnership, INNSBRUCK LP, a California limited partnership, and PLAZA GB LP, a California limited partnership, and any Permitted Lessor Transferee acquiring all or any portion of any Offered Building.

(iv)    “Triggering Transfer” shall mean Lessor’s intended sale or other transfer of Lessor’s direct right, title and entire interest in any individual Occupied Building, in either case to any party other than a Permitted Lessor Transferee; provided, however, that neither (x) a sale or other transfer of Lessor’s direct right, title or interest in the entirety of Levi’s Plaza, or (y) a sale or other transfer of Lessor’s indirect interest through any sale or transfer of anything less than the entirety of the beneficial interest in Lessor, shall be nor be deemed to be a Triggering Transfer, or (z) a sale or other transfer of all or any portion of Lessor’s interest in Levi’s Plaza (including, without limitation, all or any portion of any Occupied Building) to a Permitted Lessor Transferee.

(b)    If at any time Lessor intends to make a Triggering Transfer (such party, herein an “Offeror”), then the Offeror shall first offer to sell such Occupied Building (herein, the “Offered Building”) to Lessee. Each offer to sell the Offered Building to Lessee pursuant to this Paragraph 17 shall be made initially in a written notice (“Purchase ROFO Notice”) delivered to the Lessee. The Purchase ROFO Notice shall specify the purchase price and other terms (herein, the “Offer Terms”) upon which Offeror intends to offer the Offered Building to other parties.

(c)    If Lessee elects to exercise the Purchase ROFO with respect to an Offered Building, then within ten (10) business days following receipt of a Purchase ROFO Notice (such period, herein “the “Offer Election Period”), Lessee shall deliver written notice (“Purchase ROFO Election Notice”) to the Offeror. If Lessee does not respond to a Purchase ROFO Notice on or before 5:00 p.m. California time on the last day of the Offer Election Period, then the Offeror may proceed to offer the Offered Building for sale to other parties; provided, however, that:

(i)    the Offeror shall not be permitted to sell the Offered Building at a purchase price which is less than ninety-five (95%) of the purchase price set forth in the Offer Terms or on other economic terms substantially more favorable to the buyer than those offered to Lessee, unless the Offeror has first given Lessee written notice (“Reduced Offer Notice”) of the Offeror’s intention and provided Lessee with the opportunity to agree to purchase the subject Offered Building upon such modified terms (herein, the “Reduced Offer Terms”) for a period of ten (10) business days following the date of delivery of such Reduced Offer Notice (such period, herein “the “Reduced Offer Election Period”). If Lessee

-45-

accepts the Reduced Offer Terms, then Lessee shall deliver a Purchase ROFO Election Notice to the Offeror on or before 5:00 p.m. California time on the last day of the Reduced Offer Election Period, stating Lessee’s acceptance of the Reduced Offer Terms and the parties shall thereafter proceed with the transfer of the subject Offered Building to Lessee in accordance with the terms of Paragraph 17. If Lessee rejects the offer set forth in said Reduced Offer Notice or does not respond to such Reduced Offer Notice on or before 5:00 p.m. California time on the last day of the Reduced Offer Election Period, then the Offeror may proceed to sell the subject Offered Building at the Reduced Offer Terms offered to Lessee pursuant to such Reduced Offer Notice; provided, however, the Offeror shall not be permitted to sell the subject Offered Building at a purchase price which is less than ninety-five (95%) of the purchase price set forth in the Reduced Offer Terms or on other economic terms substantially more favorable to the buyer than those offered to Lessee without once again providing Lessee with a Reduced Offer Notice specifying such new lower price and revised terms and proceeding to offer the subject Offered Building to Lessee pursuant to the preceding sentence.

(ii)    If the Offeror has not sold or otherwise transferred the Offered Building within three hundred sixty-five (365) days from the later of (x) the day following the expiration of the Offer Election Period, or (y) the day following the expiration of any later Reduced Offer Election Period, then the Offeror shall not be permitted to sell the subject Offered Building without once again providing Lessee with a Purchase ROFO Notice in the manner provided in this Paragraph 17.

(d)    Each Purchase ROFO shall be personal to Lessee and any Affiliate of Lessee who has taken an assignment of the entire Lease, but shall not otherwise be assignable or otherwise transferable in whole or in part, voluntarily or by operation of law, to any other assignee, subtenant or other third party.

(e)    So long as Lessee continues to lease not less than two hundred fifty thousand (250,000) rentable square feet within Levi’s Plaza, this Purchase ROFO shall be recurring and run with the land until January 1, 2023. From and after January 1, 2023, this Purchase ROFO shall constitute a one time right with respect to the first sale of an Offered Building which occurs on or after January 1, 2023 and shall not survive any sale, assignment or other transfer of such Offered Building which occurs on or after January 1, 2023; provided, however, that this Purchase ROFO shall not apply with respect to any building which is not an Occupied Building on January 1, 2023, and this Purchase ROFO shall expire and be of no further force or effect at any time when Lessee no longer occupies at least two hundred fifty thousand (250,000) rentable square feet within Levi’s Plaza.

(f)    If Lessee validly and timely elects to acquire any Offered Building pursuant to any Purchase ROFO Notice or any Reduced Offer Notice made pursuant to this Paragraph 17, then the closing thereon (the “Closing”) shall occur in the manner and on the terms set forth in the respective Purchase ROFO Notice or Reduced Offer Notice, as applicable.

18.    Green Building Initiatives. If Lessee desires to seek LEED certification or otherwise improve the sustainable operating practices at the Building, Lessor shall reasonably cooperate with Lessee in such efforts, including, without limitation, not unreasonably withholding consent to any Alterations made in connection with such efforts (to the extent Lessor’s consent is required); provided, however, (i) Lessor makes not guarantees or warranties to Lessee with respect to Lessee’s ability to obtain any such LEED Certification, (ii) any such efforts shall be conducted at Lessee’s sole cost and expense (including, the cost and expense of completing any such Alterations), (iii) in conducting any such Alterations, Lessee shall not interfere with or disrupt the operations of Lessor or any other tenant of Levi’s Plaza, and (iv) Lessee shall reimburse Lessor for the actual third party out-of-pocket costs and expenses reasonably incurred by Lessor as a result of making such cooperative efforts.

-46-

19.    Brokerage.

(a)    Lessor shall pay Lessee’s broker, Jones Lang LaSalle (“JLL”), a commission of One Million Seven Hundred Seventy-Three Thousand Nine Hundred Eighty-Five Dollars ($1,773,985.00) (i.e. $5.00 per rentable square foot of the Premises) (“JLL’s Commission Amount”) upon execution of this Second Amendment and shall pay The CAC Group (“CAC”) all commissions due CAC in connection with the Lease (“CAC’s Commission”), pursuant to a separate agreement between Lessor and CAC.

(b)    Lessor warrants and represents to Lessee that in the negotiating or making of the Lease neither Lessor nor anyone acting on Lessor’s behalf has dealt with any broker or finder who might be entitled to a fee or commission for the Lease other than JLL and CAC. Lessor shall indemnify and hold Lessee harmless from (i) any claim or claims, including costs, expenses and attorney’s fees incurred by Lessee, asserted by JLL with respect to JLL’s Commission Amount, (ii) any claim or claims, including costs, expenses and attorney’s fees incurred by Lessee, asserted by CAC with respect to CAC’s Commission, or (iii) any claim or claims, including costs, expenses and attorney’s fees incurred by Lessee, asserted by any other broker or finder for a fee or commission based upon any dealings with or statements made by Lessor or its representatives.

(c)    Lessee warrants and represents to Lessor that in the negotiating or making of the Lease neither Lessee nor anyone acting on Lessee’s behalf has dealt with any broker or finder who might be entitled to a fee or commission for the Lease other than JLL and CAC. Lessee shall indemnify and hold Lessor harmless from (i) any claim or claims, including costs, expenses and attorney’s fees incurred by Lessor, asserted by JLL with respect to any fee or commission in excess of JLL’s Commission Amount, and (ii) any claim or claims, including costs, expenses and attorney’s fees incurred by Lessor asserted by any other broker or finder for a fee or commission based upon any dealings with or statements made by Lessee or its representatives.

20.    Entire Agreement. There are no oral agreements among the parties hereto affecting this Second Amendment, this Second Amendment contains all of the terms, covenants, conditions, representations, warranties and agreements of the parties relating in any manner to the subject matter hereof, and this Second Amendment supersedes and cancels any and all previous negotiations, arrangements, representations, warranties, agreements and understandings, if any, among the parties hereto relating in any manner to the subject matter hereof.

21.    Governing Laws. This Second Amendment and the Lease shall be construed and enforced in accordance with the laws of the State of California.

22.    Effectiveness. Except as expressly modified herein, the terms, covenants and conditions of the Lease are unmodified and, as modified herein, are in full force and effect.

23.    Conflict of Terms. In the event of any conflict between the Lease and this Second Amendment, the terms and conditions of this Second Amendment shall prevail.

24.    Miscellaneous. Time is of the essence hereof. Neither this Second Amendment nor the Lease may be amended, nor any provision hereof waived, except in writing. This Second Amendment shall inure to the benefit of and shall be binding upon each of the parties hereto, and their respective permitted successors in interest and assigns (which for Lessee’s purposes shall be subject to the provisions of Article 11 of the Lease and Paragraph 12 of this Second Amendment).

-47-

25.    Interpretation. Unless the context clearly requires otherwise, (i) the plural and singular numbers shall each be deemed to include the other; (ii) the masculine, feminine, and neuter genders shall each be deemed to include the others; (iii) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (iv) “or” is not exclusive; (v) “includes” and “including” are not limiting; and (vi) “days” means calendar days unless specifically provided otherwise.

26.    Recordation. Lessor shall record a memorandum of this Second Amendment, which shall be in the form attached hereto as Exhibit C.

27.    Counterparts. This Second Amendment may be executed in any number of original counterparts. Any such counterpart, when executed, shall constitute an original of this Second Amendment, and all such counterparts together shall constitute one and the same Second Amendment.

The remainder of this page is intentionally blank.

-48-

IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of the date first above written.

LESSOR:	BLUE JEANS EQUITIES WEST,
	a California general partnership
	By:	Plaza B, LLC, a Delaware limited liability company
	Its:	General Partner
		By:	The Gerson Bakar 1984 Trust
		Its:	Member
			By:	/s/ Gerson Bakar
				Gerson Bakar, Trustee

INNSBRUCK LP,
a California limited partnership
By:	G. Bakar Properties, Inc., a California corporation
Its:	General Partner
	By:	/s/ Stephen LoPresti
		Stephen LoPresti, its Secretary

PLAZA GB LP,
a California limited partnership
By:	G. Bakar Properties, Inc., a California corporation
Its:	General Partner
	By:	/s/ Stephen LoPresti
		Stephen LoPresti, its Secretary

LESSEE:	LEVI STRAUSS & CO.,
	a Delaware corporation
	By:	/s/ Blake Jorgensen
	Name:	Blake Jorgensen
	Its:	Chief Financial Officer

-49-

SCHEDULE 7(c)

SUPERIOR LEASES, SUPERIOR RIGHTS

AND

SUPERIOR RIGHTS HOLDERS

1.    Quality Institute International: option to extend for five years from April 1, 2013 for a portion (9,160 square feet) on the ground floor of the Haas Building;

2.    Sotheby’s International Realty: option to extend for eight years from January 1, 2013 for a portion of the ground floor (9,717 square feet).

EXHIBIT A

ADDENDUM REGARDING OPERATING EXPENSES

AND REAL ESTATE TAXES

(Levi Strauss Building)

1.    Purpose of Addendum.

Lessor and Lessee acknowledge that, from and after January 1, 2013, Lessee’s Percentage of Operating Expenses and Lessee’s Percentage of Adjusted Taxes for the Building shall be calculated in accordance with the provisions of this Addendum Regarding Operating Expenses and Real Estate Taxes (Levi Strauss Building) (“Addendum”). This Addendum is to be attached to the Lease for the purpose of identifying those items that are to be included in, as well as excluded from, Operating Expenses and Adjusted Taxes for the Building, as well as describing Lessee’s right to audit Operating Expenses and Adjusted Taxes for the Building. To the extent there is any inconsistency between any other provisions of the Lease and this Addendum, the provisions of this Addendum shall prevail. Any capitalized terms used in this Addendum and not otherwise defined herein shall have the same meanings as set forth in the Original Lease or in the Second Amendment to which this Addendum is attached.

2.    Operating Expenses Inclusions.

Subject to the provisions of Paragraph 4 of this Addendum, below, as used in the Lease and this Addendum “Operating Expenses” shall mean and include the total costs and expenses paid or incurred by Lessor in connection with the following:

(a)    when measured with respect to the Building: (i) the cost incurred by Lessor for all insurance carried on the Building or in connection with the use or occupancy thereof, including, without limitation, the premiums and cost of fire, casualty, liability, rental abatement and, subject to Paragraph 2(c) below, earthquake insurance applicable to the Building and Lessor’s personal property used in connection therewith (and all amounts paid as a result of loss sustained that would be covered by such policies but for any “deductible” provisions, provided, however, that (x) the amount of any deductible provisions in Lessor’s insurance policies shall not materially exceed the deductible amounts customarily prevailing in the comparable insurance policies carried by the owners of the Comparable Maintenance Standards Buildings (as defined in the Second Amendment to which this Addendum is attached), and (y) any loss amounts required to be paid by Lessor as a result of any deductible amounts applicable to earthquake insurance coverage carried by Lessor shall not be included as an Operating Expense, nor shall Operating Expenses include any loss amounts required to be paid by Lessor as a result of Lessor’s self insuring against earthquake risks); (ii) accounting and legal expenses; (iii) with the exception of the costs of the Base Building Work which shall not be included herein, the cost of any capital improvements made to the Property after the Effective Date that (x) are designed to reduce Operating Expenses or improve operating efficiencies, to the extent of actual savings realized, or (y) are reasonably required for the health and safety of tenants or the public (excluding structural improvements to the Property, including, without limitation, seismic retrofits and remediation of contamination or other injury to the Property caused by Hazardous Materials (as defined in the First Amendment)), or (z) are required under any governmental law or regulation that was not applicable to the Property prior to the December 31, 2009, such cost to be amortized over such period as is substantially consistent with the amortization period then being utilized by the owners of the Comparable Maintenance Standards Buildings, together with interest on the unamortized balance thereof at the Prime Rate plus three percent (3%) or, if Lessor has financed the construction of such improvements, at such rate as may actually and reasonably have been paid by Lessor on funds borrowed for the purpose of constructing such capital improvements; (iv) garbage and recycling collection services

Exhibit A – Page 1

for the Building, (v) the Building Management Fee, and (vi) the Administrative Cost Allocation. As used herein, the term “Building Management Fee” shall mean an amount equal to One Hundred Seventy Seven Thousand Three Hundred Ninety Eight And 50/100ths Dollars ($177,398.50) during the 2013 Lease Year for Operating Expenses, which amount shall be annually increased by three percent (3%) per annum commencing on January 1, 2014 and continuing on the first day of each Lease Year for Operating Expenses occurring under the term thereafter. As used herein, the term “Administrative Cost Allocation” shall mean an amount equal to the lesser of (AA) forty-one and one hundred nine thousandths percent (41.109%) of the difference of (x) the amount of Lessor’s Administrative Costs (as defined hereinafter) minus (y) the amount of Lessor’s Administrative Costs Allocable to the Exterior Common Areas (as defined hereinafter), or (BB) the Administrative Costs Cap. “Lessor’s Administrative Costs” shall mean the aggregate amount incurred by Lessor in a Lease Year for Operating Expenses with respect to the following categories of administrative costs and expenses: (I) wages, salaries, payroll taxes and other labor costs and employee benefits; (II) depreciation of office furniture and office equipment owned and used by Lessor in the operation of Levi’s Plaza; (III) the commercially reasonable rental paid for reasonable office space for the property manager and related management and operations personnel responsible for the management of Levi’s Plaza, or if rental is not paid, the fair rental value of any such space provided for such purposes, including, in each case, the utilities expenses associated therewith, and (IV) office supplies, postage, courier costs, reproduction costs and other customary supply costs associated with the operation of a property management office. “Lessor’s Administrative Costs Allocable to the Exterior Common Areas” shall mean the portion of Lessor’s Administrative Costs that have been allocated to the Exterior Common Areas in Lessor’s annual audit of the Operating Expenses applicable to the Levi’s Plaza. “Administrative Costs Cap” shall mean fifty seven percent (57%) multiplied by the actual amount of Lessor’s Administrative Costs allocated to the Building with respect to the Lease Year for Operating Expenses 2012, which amount shall be annually increased by three percent (3%) per annum commencing on January 1, 2013, and continuing on the first day of each Lease Year for Operating Expenses occurring under the term thereafter.

(b)    when measured with respect to the Exterior Common Areas, the management, operation, maintenance and repair of the Exterior Common Areas, including, without limitation: (i) the cost of electricity, water, mechanical, plumbing, telephone and irrigation systems, exterior security controls and all other utilities provided to the Exterior Common Areas; (ii) the cost of repairs to the Exterior Common Areas (including, without limitation, walkways, sidewalks, parkways, stairways, landscaped areas and storm water facilities) and all labor and material costs related thereto, and the cost of general maintenance, cleaning and service contracts with respect to the Exterior Common Areas and the cost of all supplies, tools and equipment required in connection therewith; (iii) the cost incurred by Lessor for all insurance carried on the Exterior Common Areas or in connection with the use or occupancy thereof, including, without limitation, the premiums and cost of fire, casualty, liability, and, subject to Paragraph 2(c) below, earthquake insurance maintained with respect to the Exterior Common Areas and Lessor’s personal property used in connection therewith (and all amounts paid as a result of loss sustained that would be covered by such policies but for any “deductible” provisions, provided, however, that (A) the amount of any deductible provisions in Lessor’s insurance policies shall not materially exceed the deductible amounts customarily prevailing in the comparable insurance policies carried by the owners of the Comparable Maintenance Standards Buildings (as defined in the Second Amendment to which this Addendum is attached), and (B) any loss amounts required to be paid by Lessor as a result of any deductible amounts applicable to earthquake insurance coverage carried by Lessor shall not be included as an Operating Expense, nor shall Operating Expenses include any loss amounts required to be paid by Lessor as a result of Lessor’s self insuring against earthquake risks); (iv) the cost of any capital improvements made to the Exterior Common Areas after the Effective Date that (X) are designed to reduce Operating Expenses or improve operating efficiencies, to the extent of actual savings realized, or (Y) are reasonably required for the health and safety of tenants or the public (excluding structural improvements to the Exterior Common Areas, including, without limitation, seismic retrofits and remediation of contamination or other injury to the Exterior Common Areas caused by Hazardous Materials (as defined in the First Amendment)), or (Z)

Exhibit A – Page 2

are required under any governmental law or regulation that was not applicable to the Exterior Common Areas prior to December 31, 2009, such cost to be amortized over such period as is substantially consistent with the amortization period then being utilized by the owners of the Comparable Buildings, together with interest on the unamortized balance thereof at the Prime Rate plus three percent (3%) or, if Lessor has financed the construction of such improvements, at such rate as may actually and reasonably have been paid by Lessor on funds borrowed for the purpose of constructing such capital improvements; (v) the reasonable cost of contesting the validity or applicability of any governmental enactments which may affect Operating Expenses for the Exterior Common Areas; (vi) garbage and recycling collection services for the Exterior Common Areas; (vii) the Lessor’s Administrative Costs Allocable to the Exterior Common Areas; and (viii) Taxes Allocable to the Exterior Common Areas. Lessor shall manage the maintenance and repair of the Exterior Common Areas in a manner consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings, including, without limitation, instituting competitive bidding practices, if any, with respect to contractors and vendors which are customarily adhered to by the owners of the Comparable Maintenance Standards Buildings in connection with maintenance and repair of the Comparable Maintenance Standards Buildings.

(c)    If Lessor does not carry earthquake insurance as of the date of the Second Amendment to which this Addendum is attached but thereafter elects to carry earthquake insurance, the entire cost of the earthquake insurance premium may be included as an Operating Expense after such premium cost has been phased in as an Operating Expense over the lesser of (i) a five (5) year period, or (ii) the then remaining balance of the term of the Lease. For example, if the earthquake insurance premium is phased in over a five (5) year period, for each year during such phase-in period, Lessee shall pay Lessee’s Percentage of 20%, 40%, 60%, 80% and 100%, respectively, of the earthquake insurance premium for that year, and thereafter, Lessee shall pay Lessee’s Percentage of the full earthquake insurance premium each Lease Year for Operating Expenses as an Operating Expense. During the Option Term in which Lessor initially elects to carry earthquake insurance, Lessee shall be separately billed by Lessor for Lessee’s Percentage of the cost of the earthquake premium (either the phased-in cost or entire cost, as applicable).

(d)    As used in the Lease, the term “Lease Year for Operating Expenses” shall mean the 12-month period from January 1, 2013 through December 31, 2013, and each successive 12-month period from January 1 to December 31 during the term of the Lease.

3.    Proration.

Operating Expenses that cover a period of time not within the term (including any extended term) of the Lease shall be prorated on the basis of a 365-day year and the actual number of days in any applicable month.

4.    Operating Expenses Exclusions.

Notwithstanding anything to the contrary allowed by the Lease or Paragraph 2 of this Addendum, none of the following items shall be included in Operating Expenses or Taxes:

(a)    So long as Lessee is responsible for paying, at its sole cost and expense, for all utilities (including, without limitation, electricity, gas, water, sewer and scavenger services) and janitorial services, as provided in Paragraph 3(b) of the Second Amendment to which this Addendum is attached, any fees, charges or costs of utilities and janitorial services furnished to the Building shall be excluded from Operating Expenses (provided, however, that Lessor shall be responsible for arranging for garbage and recycling collection services for the Building and the Exterior Common Areas and the costs thereof shall be included as an Operating Expense);

Exhibit A – Page 3

(b)    All costs associated with the operation of the business or the ownership entity which constitutes Lessor, as distinguished from the costs of Building or Exterior Common Area operations, including, without limitation, costs of accounting and legal matters relating solely to Lessor’s partnership entity, costs of any lawsuits with any mortgagee, costs of selling, reorganizing, transferring, syndicating, financing, mortgaging, or hypothecating any of Lessor’s interest in any portion of the Property or common areas, costs of any disputes between Lessor and its employees, costs of disputes of Lessor with building management, or costs paid or incurred in connection with disputes with any tenants (including Lessee, provided that the recovery of costs arising from disputes between Lessor and Lessee shall be governed by Article 23 of the Lease);

(c)    All costs (including permit, license and inspection fees and the cost incurred to obtain or renew a certificate of occupancy for the relevant premises) incurred in designing, renovating or otherwise improving or decorating, painting or redecorating space for tenants or other occupants or in renovating or redecorating vacant space, including the costs of the Base Building Work (as defined in the Second Amendment to which this Addendum is attached) or other alterations or improvements to Lessee’s Premises or to the premises of any other tenant or occupant of Levi’s Plaza;

(d)    Any cash or other consideration paid by Lessor on account of, with respect to, or in lieu of, the tenant improvement work or alterations described in clause (c) above;

(e)    Except for capital repairs costs or the costs of capital improvements or replacements which are permitted to be included within Operating Expenses pursuant to the terms of Paragraphs 2(a)(iii) or 2(b)(iv) of this Addendum, above, the costs incurred by Lessor for repairs, replacements, alterations or additions which are considered capital repairs, improvements or replacements under generally accepted accounting principles that are consistent with industry standards and sound management practices;

(f)    Any reserves for equipment or capital replacement;

(g)    Costs in connection with services or other benefits which are provided exclusively to another tenant or occupant and not to Lessee and which do not benefit Lessee;

(h)    Costs for all items and services for which Lessee or other tenants or occupants reimburse Lessor or reimburse or pay third parties or which Lessor provides selectively to one or more tenants or occupants of the Building (other than Lessee) without reimbursement;

(i)    Depreciation and amortization (except to the extent specifically provided in Paragraphs 2(a)( iii) or 2(b)(iv) of this Addendum, above);

(j)    Costs incurred due to violation by Lessor or its managing agent or any tenant of the Building of the terms and conditions of any lease or of any law, code, regulation, ordinance, or covenant; provided, however, that nothing contained in this Paragraph 4(j) is intended to, nor shall it be constructed to, preclude the inclusion in Operating Expenses of the costs set forth in Paragraphs 2(a)(iii) or 2(b)(iv) of this Addendum, above;

(k)    Payments in respect to overhead or profits to subsidiaries or affiliates of Lessor, or to any party affiliated with Lessor, for management or other services in or to the Building or the Exterior Common Areas, or for supplies or other materials, to the extent that the cost of such services, supplies, or

Exhibit A – Page 4

materials exceeds the fair market cost that would be charged by non-affiliated third parties dealing with Lessor on an arms-length basis; provided, however, that nothing contained in this Paragraph 4(k) shall limit the Building Management Fee included within Operating Expenses pursuant to Paragraph 2(a) of this Addendum, above;

(l)    Interest, principal, points and fees on debt or amortization payments and any other costs, payments or expenses in connection with financing the Property, including any mortgages or deeds of trust encumbering the Property or the Premises;

(m)    Lessor’s or Lessor’s managing agent’s general corporate overhead and general administrative expenses, and wages, salaries and other compensation paid to any employee of Lessor or its managing agent to the extent such wages, salaries and other compensation are not allocable to time spent by the relevant employee providing on-site services at the Property;

(n)    Any cost or expense (including, but not limited to, costs and expenses associated with defense, administration, settlement, monitoring or management) related to the presence, removal, cleanup, abatement or remediation of Hazardous Materials in, on, under or about the Premises, Building, Property or Levi’s Plaza, including, without limitation, Hazardous Materials in the groundwater or soil; provided, however, that nothing contained in this Paragraph 4(n) is intended to, nor shall it be construed to, negate or otherwise limit or modify either Lessor’s or Lessee’s obligations under Paragraph 9 of the First Amendment;

(o)    Any compensation paid to clerks, attendants, concierges or other persons working in or managing commercial concessions operated by Lessor or Lessor’s managing agent;

(p)    Rental payments and any other related costs incurred in leasing air conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature, except to the extent such systems, elevators or other equipment, if purchased, would qualify as capital improvements that can be included within Operating Expenses pursuant to Paragraphs 2(a)(iii) or 2(b)(iv) of this Addendum, above, and except for equipment which is used for making repairs or for keeping permanent systems in operation while repairs are being made;

(q)    Advertising and promotional costs (except for costs related to the advertising and promotion of the Summer Park Program);

(r)    Costs incurred in owning, operating, maintaining and repairing any underground or above ground parking garage or other parking facilities associated with the Building and common areas, including, but not limited to, any expenses for parking equipment, tickets, supplies, signs, cleaning, resurfacing, restriping, business taxes, management fees and costs, structural maintenance, utilities, insurance of any form, Taxes to the extent the same may be separately allocated to such parking facilities, and the wages, salaries, employee benefits and taxes for personnel working solely in connection with any such parking facilities;

(s)    The cost of repairs or other work incurred by reason of fire, windstorm or other casualty or by the exercise of the right of eminent domain, to the extent such cost is actually covered and paid for by insurance carried by Lessor or by any tenant or other party or is paid for out of proceeds paid in connection with any eminent domain proceeding;

(t)    Leasing commissions, finder’s fees, attorney fees, costs and disbursements and other expenses incurred in connection with marketing, proposals, leasing, space planning, negotiations or disputes with tenants or other occupants or prospective tenants or other occupants, or associated with the enforcement of any leases or the defense of Lessor’s title to or interest in the Property or any part thereof or the common areas or any part thereof;

Exhibit A – Page 5

(u)    “Takeover” expenses, including, without limitation, the expenses incurred by Lessor with respect to space located in another building of any kind or nature in connection with the leasing of space in the Building;

(v)    Any Taxes payable by Lessee or any other tenant or occupant of space within the Property pursuant to the applicable provisions in their respective leases;

(w)    Any Taxes allocable to the tenant improvements of Lessee or other tenants or occupants of space within the Building which are over and above the Lessor’s standard tenant improvement allowance and which taxes are the responsibility of Lessee or such other tenants or occupants pursuant to the applicable provisions in their respective leases;

(x)    Any costs associated with obtaining a warranty, and all costs of repair or replacement of any item covered by an unexpired warranty;

(y)    Any costs, expenses, fines, penalties or interest resulting from the negligence or willful misconduct of Lessor or its agents, contractors, or employees or any other tenant or occupant of the Building or of Levi’s Plaza;

(z)    Rental payments and any other related costs pursuant to any ground lease of land underlying all or any portion of the Property and common areas (except for payments made pursuant to (i) that certain license, easement or right-to-use granted by the City and County of San Francisco in connection with the extension of Filbert Street through the Property, and (ii) that certain lease with the Port of San Francisco for Seawall Lots 319 and 320 (which comprise a portion of the current park at the corner of Front Street and The Embarcadero), as previously disclosed to Lessee by Lessor);

(aa)    Political or charitable contributions;

(bb)    Any bad debt loss, rent loss, or reserves for bad debt or rent loss;

(cc)    Any costs incurred in connection with any leasable space within the Building that is used for a retail or restaurant operation (other than any retail or restaurant space which is under the control of Lessee);

(dd)    Expenses for sculptures, paintings, or other objects of art, except to the extent that such objects are required by a governmental or other regulatory body having jurisdiction over the Property;

(ee)    Costs and expenses incurred as a result of latent defects in the design or construction of the Base Building Work installed by Lessor either discovered by Lessor or asserted by Lessee by written notice delivered to Lessor within five (5) years after the Effective Date; and

(ff)    Without limiting Lessor’s right to recover any of Lessor’s Administrative Costs, any management fee other than the Building Management Fee.

Exhibit A – Page 6

5.    Real Estate Taxes

As used in the Lease and this Addendum, the term “Taxes” shall mean the following:

(a)    when measured with respect to the Building, all ad valorem real property taxes, assessments and charges levied upon or with respect to the Property or any personal property located on the Property and used in the operation thereof or upon or with respect to any ownership or possessory interest in the Property or such personal property. When measured with respect to the Building, Taxes shall include, without limitation, all general real property taxes and general and special assessments, charges, fees, or assessments for transit, housing, police, fire, or other governmental services or purported benefits to the Property or the occupants thereof, service payments in lieu of taxes, business taxes, and any tax, fee, or excise on the use or occupancy of the Property or any part thereof, or on the rent payable under any lease or in connection with the business of renting space within the Property, that are now or hereafter levied or assessed against Lessor by the United States of America, the State of California or any political subdivision thereof, public corporation, district, or any other political or public entity, and shall also include any other tax, fee or other excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Taxes, whether or not now customary or in the contemplation of the parties on the Effective Date and shall also include reasonable legal fees, costs, and disbursements incurred in connection with proceedings to contest, determine, or reduce such Taxes, reasonably undertaken by Lessor with the expectation that, if successful, such proceedings would result in a reduction of Taxes. When measured with respect to the Building, Taxes shall not include (i) franchise, transfer, inheritance, or capital stock taxes or income taxes measured by the net income of Lessor from all sources unless, due to a change in the method of taxation, any of such taxes is levied or assessed against Lessor as a substitute for, or as an addition to, in whole or in part, any other tax that would otherwise be included within Taxes, (ii) penalties incurred as a result of Lessor’s negligence, inability or unwillingness to make payments of, or to file any tax or information returns with respect to, any Taxes, when due, (iii) items included as Operating Expenses, and (iv) any Taxes directly payable by Lessee or any other tenant within Levi’s Plaza under the applicable provisions in their respective leases, and (iv) Taxes to the extent such Taxes may be separately allocated to any underground or above ground parking garage or other parking facilities associated with the Building and common areas or to the extent such Taxes are levied on revenues from such parking facilities.

(b)    when measured with respect to the Exterior Common Areas, all ad valorem real property taxes, assessments and charges levied upon or with respect to the Exterior Common Areas or any personal property located on the Exterior Common Areas and used in the operation thereof or upon or with respect to any ownership or possessory interest in the Exterior Common Areas or such personal property. When measured with respect to the Exterior Common Areas, Taxes shall include, without limitation, all general real property taxes and general and special assessments, charges, fees, or assessments for transit, housing, police, fire, or other governmental services or purported benefits to the Exterior Common Areas, service payments in lieu of taxes, business taxes, and any tax, fee, or excise on the use or occupancy of the Exterior Common Areas or any part thereof, that are now or hereafter levied or assessed against Lessor by the United States of America, the State of California or any political subdivision thereof, public corporation, district, or any other political or public entity, and shall also include any other tax, fee or other excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Taxes, whether or not now customary or in the contemplation of the parties on the Effective Date and shall also include reasonable legal fees, costs, and disbursements incurred in connection with proceedings to contest, determine, or reduce such Taxes, reasonably undertaken by Lessor with the expectation that, if successful, such proceedings would result in a reduction of Taxes. When measured with respect to the Exterior Common Areas, Taxes shall not include (i) franchise, transfer, inheritance, or capital stock taxes or income taxes measured by the net income of Lessor from all sources unless, due to a change in the method of taxation, any of such taxes is levied or assessed against Lessor as a substitute for, or as an addition to, in whole or in part, any other tax that would otherwise be included within Taxes, (ii) penalties incurred as a result of Lessor’s negligence, inability or unwillingness to make payments of, or to file any tax or information returns with respect to, any Taxes, when due, (iii) any Taxes directly payable by Lessee or any other tenant within Levi’s Plaza under the applicable provisions in their respective leases, and (iv) Taxes to the extent such Taxes may be separately allocated to any underground or above ground parking garage or other parking facilities associated with the Building and common areas or to the extent such Taxes are levied on revenues from such parking facilities.

Exhibit A – Page 7

As used in the Lease, the term “Tax Year” shall mean a fiscal year commencing July 1, and ending June 30, of each year in which occurs any part of the term of the Lease; provided, however, that for the Tax Year ending on June 30, 2013, Lessee shall pay a prorated share equal to Lessee’s Percentage of one half of the Adjusted Taxes for the Building with respect to such Tax Year as part of the Adjusted Taxes for the Building payable by Lessee during the Second Extended Term (with the other one half of the Taxes with respect to the Tax Year being paid in connection with Lessee’s Percentage of Adjusted Taxes for the Building pursuant to the provisions of the Lease in effect with respect to the Option Term preceding the Second Extended Term); provided, further, however, that Lessee shall not be obligated to pay any Taxes for any period that falls outside the term of the Lease.

6.    Operating Expenses Occupancy Adjustment

If Lessee, at any time, is not the lessee of one hundred percent (100%) of the Building and Lessee’s Percentage of Operating Expenses for the Building is less than one hundred percent (100%), then the Operating Expense provisions within the Lease (including, without limitation, Lessee’s obligation for payment of Lessee’s Percentage of Operating Expenses with respect to the Building and the definitions of Operating Expenses and Taxes and the exclusions therefrom shall revert to the definitions and exclusions set forth in Exhibit A to the MOU) and the parties respective maintenance and repair obligations under Paragraph 11 of the Second Amendment shall be adjusted to reflect the fact that Lessor will once again assume control over operation of the Building. In such event, Lessor shall manage the maintenance and repair of the Building in a manner consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings, including, without limitation, instituting competitive bidding practices, if any, with respect to contractors and vendors which are customarily adhered to by the owners of the Comparable Maintenance Standards Buildings in connection with maintenance and repair of the Comparable Maintenance Standards Buildings. Further, in such event, Lessor and Lessee acknowledge that if in any Lease Year for Operating Expense thereafter the Building is not one hundred percent (100%) occupied during all or any portion of such Lease Year for Operating Expenses, then Lessor shall make an appropriate adjustment, in accordance with industry standards and sound management practices, of the Operating Expenses for each such Lease Year for Operating Expenses to determine what the Operating Expenses with respect to the Building would have been for such year if the Building had been one hundred percent (100%) occupied, and the amount so determined shall be deemed to be the amount of Operating Expenses measured with respect to the Building for such Lease Year for Operating Expenses. Such adjustment shall be made by Lessor by increasing those costs included in the Operating Expenses measured with respect to the Building which, according to industry standards and sound management practices, vary based upon the level of occupancy of the Building. In order to avoid any conflict between the provisions of this Addendum and the Lease, Lessor and Lessee hereby acknowledge that Paragraph 5.4.11 of the Lease has been deleted, as provided in item (iii) of Paragraph 10 of the Second Amendment.

7.    Lessee’s Right to Audit

(a)    Within one hundred fifty (150) days following the expiration of each Lease Year for Operating Expenses, Lessor shall provide to Lessee the Expense Statement required pursuant to Paragraph 10(e) of the Second Amendment to which this Addendum is attached, which Expense Statement shall set forth, in reasonable detail, the calculations performed to determine the Taxes for the Exterior Common Areas and the Operating Expenses for the Building and the Exterior Common Areas for the Lease Year for Operating Expenses to which such Expense Statement applies, measured in accordance with the applicable provisions of the Second Amendment to which this Addendum is attached and this Addendum. Lessor shall show by account the total Operating Expenses for the Building and the Exterior Common

Exhibit A – Page 8

Areas, the Taxes for the Exterior Common Areas and all adjustments corresponding to the requirements set forth in the Lease, the Second Amendment to which this Addendum is attached, and this Addendum. Lessor shall also provide in reasonable detail the calculation of Lessee’s Percentage of the Operating Expenses for the Building and the Exterior Common Areas and Lessee’s Percentage of the Taxes for the Exterior Common areas with respect to the period covered by such Expense Statement, as said calculations are specified in the applicable provisions of the Second Amendment to which this Addendum is attached and this Addendum. Lessor shall also provide for such Lease Year for Operating Expenses the average occupancy for the Building if the Building is not fully leased by Lessee.

(b)    Lessee shall have the right, at its own cost and expense (as provided in Paragraph 7(c) of this Addendum, below), to audit or inspect Lessor’s records with respect to Operating Expenses and Taxes for (i) the Lease Year for Operating Expenses relating to the then current Expense Statement delivered to Lessee by Lessor pursuant to the terms and conditions of Paragraph 10(e) of the Second Amendment to which this Addendum is attached (as referenced in Paragraph 7(a) of this Addendum, above) (such Lease Year for Operating Expenses, herein the “Current Statement Year”), and (ii) the two (2) Lease Years for Operating Expenses of the Lease term immediately preceding the Current Statement Year (the Lease Years for Operating Expenses described in the foregoing clauses (i) and (ii) are hereinafter referred to collectively as “Audit Years” and individually as an “Audit Year”), which right may be exercised by Lessee, as provided below, with respect to an individual Audit Year or to multiple Audit Years; provided, however, in the event that Lessee conducts an audit or inspection of a particular Audit Year or Audit Years pursuant to its audit rights hereunder, Lessee shall have no further right to reexamine Lessor’s books and records or to conduct a subsequent audit or to contest the amount of Operating Expenses or Taxes with respect to such Audit Year or Audit Years. Lessor shall be obligated to keep such records for the relevant Audit Year or Audit Years for two (2) years after the expiration of such audit (or the expiration of Lessee’s right to audit, as the case may be). In the event that Lessee desires to exercise its audit rights as set forth herein, Lessee must (x) deliver written notice (an “Audit Notice”) to Lessor exercising such rights on or before the date that is one hundred eighty (180) days after the date (the “Statement Delivery Date”) on which Lessee receives an Expense Statement from Lessor, and (y) subject to delays to the extent resulting from Lessor’s scheduling requests, complete such audit and deliver written notice (a “Contest Notice”) to Lessor, describing in detail any contested amounts, within one (1) year after the Statement Delivery Date. In the event that Lessee fails to timely deliver an Audit Notice or Contest Notice for any Lease Year for Operating Expenses as provided in the immediately preceding sentence, Lessee shall be prohibited from conducting an audit or contesting the amount of Operating Expenses or Taxes for any Audit Year or Audit Years and the Expense Statement for the Current Statement Year shall be binding upon Lessee until such time as Lessee has a subsequent right of audit following the next Statement Delivery Date (but shall be conclusively binding as to any Lease Year for Operating Expenses as to which Lessee’s right of audit has expired). In no event whatsoever shall Lessee have the right to audit Lessor’s books and records with respect to any Audit Year or Audit Years except as specifically set forth in this Paragraph 7. Lessor shall cooperate with Lessee during the course of such audit, which shall be conducted during normal business hours in Lessor’s building management office. Lessor agrees to make such personnel available to Lessee as is reasonably necessary for Lessee’s employees and agents to conduct such audit, but in no event shall such audit last more than fifteen (15) business days in duration. Lessee, and Lessee’s employees and agents, shall be entitled to make photostatic copies of such records, provided Lessee bears the expense of such copying, and further provided that Lessee keeps such copies in a confidential manner as may be provided in the Lease and does not show or distribute such copies to any third party, and provided that in no event shall Lessee have the right to remove such books and records from the Lessor’s management office. Notwithstanding the foregoing, Lessee, in conducting such audit, agrees to accommodate reasonable scheduling requests of Lessor. In conducting such audit, Lessee shall act diligently to minimize the disruption to Lessor’s business operations. Any audit conducted by Lessee pursuant to this Addendum shall be conducted by either (A) a reputable and duly licensed certified public accounting firm approved by Lessor, which approval shall not be unreasonably withheld or delayed, or (B) a so-called “Big Four”

Exhibit A – Page 9

Certified Public Accounting firm or, if such designation is discontinued or no longer applicable, by a similar nationally recognized, licensed Certified Public Accounting firm, and retained by Lessee on either a fixed fee or “time and materials” basis, and under no circumstances shall Lessee either engage any firm to conduct such audit whose compensation is determined, in whole or in part, by the amount of the recovery, if any, received by Lessee as a result of such audit or assign to any firm or other third person any portion of such recovery, if any. In the event any audit conducted pursuant hereto cannot be completed prior to the date on which any payments are required to be made pursuant to the Expense Statement, Lessee shall make such payments pending any adjustment, if any, hereunder.

(c)    Lessee shall bear all costs of such audit, including Lessor’s reasonable incidental costs (such as, for example, overtime or additional or temporary personnel charges or copying costs) incurred in connection with such audit, provided that, if such audit reflects that Lessee has overpaid either Operating Expenses or Taxes for such Lease Year for Operating Expenses by more than three percent (3%), and Lessor concurs with such determination (or in the absence of such concurrence, such overpayment is established by arbitration conducted pursuant to the applicable provisions of the Lease), then Lessor shall reimburse Lessee for the reasonable cost of such audit (in addition to crediting or refunding such overpayment as provided herein) within thirty (30) days after written demand therefor (together with reasonably detailed supporting documentation). In the event that it is determined that there has been an underpayment of Operating Expenses or Taxes by Lessee for such Lease Year for Operating Expenses, Lessee shall pay to Lessor, within thirty (30) days after such determination is made, the amount of such underpayment, and, in the event that it is determined that there has been an overpayment of Operating Expenses or Taxes by Lessee for such Lease Year for Operating Expenses, Lessor shall at its option either (I) credit the excess to the next succeeding installment(s) of rent and additional charges due under the Lease, or (II) reimburse Lessee for such overpayment within thirty (30) days after such determination is made. In the event that there is any disagreement between Lessor and Lessee as to whether any item of cost or expense is properly includable within Operating Expenses or Taxes hereunder, or as to whether any Operating Expenses or Taxes have been correctly calculated pursuant to the terms of the Second Amendment and this Addendum, Lessor and Lessee shall each have the right to demand that such disagreement be resolved by arbitration conducted in accordance with the applicable provisions of the Lease.

(d)    The failure of Lessor to submit an Expense Statement required under Paragraph 10(e) of the Second Amendment or Paragraph 7(a) of this Addendum, above, within the time limits therein specified shall not be deemed a waiver of its right to collect the additional rent. Lessor shall, however, following the expiration of such time limits, submit an Expense Statement to Lessee within fifteen (15) business days after a written request therefor by Lessee. Notwithstanding the foregoing, Lessor must in all events submit its Expense Statement within four (4) years after the end of any Lease Year for Operating Expenses, or else Lessor shall be deemed to have waived its right to collect the additional rent for the Lease Year for Operating Expenses relating to such Expense Statement.

8.    Adjusted Base Rent.

As used in the Lease, the term “Adjusted Base Rent” shall be an amount equal to (a) the aggregate amount of the then current installment of Base Rent payable by Lessee during the then current Lease Year for Operating Expenses, plus (b) Lessee’s Percentage of Taxes for the Building apportioned with respect to the portions of the Tax Years covered by the Lease Year for Operating Expenses referenced in item (a), plus (c) Lessee’s Percentage of Operating Expenses for the Lease Year for Operating Expenses corresponding to the Lease Year for Operating Expenses referenced in item (a), and the term “monthly Adjusted Base Rent” shall refer to an amount equal to one twelfth (1/12^th) of the then current Adjusted Base Rent.

Exhibit A – Page 10

9.    Lessee’s Right to Contest

Lessee shall have the right, but not the obligation, at its sole cost and expense to contest the validity or applicability of any law, ordinance, rule, order, regulation, governmental direction, insurance requirement, tax or lien of any kind relating to or affecting the Premises, Building, Property or Levi’s Plaza, or any obligation of Lessee under the Lease, upon the condition that Lessee shall diligently contest such validity or applicability in good faith by appropriate proceedings and such contest shall not subject Lessor to any cost or expense of any kind whatsoever, including, without limitation, any civil or criminal liability or penalty.

Exhibit A – Page 11

EXHIBIT B

BASE BUILDING WORK

	Item	Scope of Work	When
1	Cooling Coils – Supply Fans	Replace the cooling coils in Fans 1, 3, 4, & 5, with new replacement cooling coils. Materials used and techniques employed shall be consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings.	Complete by March 31, 2010
2	Chilled Water Pumps	Lessor and Lessee acknowledge and agree that the chilled water pumps P-1 & P-2 are beyond their useful life and will require replacement. Materials used and techniques employed shall be consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings.	Within ninety (90) days after the date Lessee has reasonably determined that replacement is necessary and has notified Lessor of such determination.
3	Condenser Water Pumps	Replace condenser water pumps P-3 & P-4 with new pumps with equal or greater performance specifications as current pumps. Materials used and techniques employed shall be consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings	Within ninety (90) days after the date Lessee has reasonably determined that replacement is necessary and has notified Lessor of such determination.
4	Sump Pump Replacement	Replace sump pumps with new pumps with equal or greater performance specifications as current pumps. Materials used and techniques employed shall be consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings	Within ninety (90) days after the date Lessee has reasonably determined that replacement is necessary and has notified Lessor of such determination.
5	Boiler B-1	Replace boiler with new boiler with equal or greater performance specifications as current boiler. Materials used and techniques employed shall be consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings	Complete October 31, 2010
6	Exhaust Fans EF-1 thru EF-13	Replace fans with new fans with equal or greater performance specifications as current fans. Materials used and techniques employed shall be consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings	Within ninety (90) days after the date Lessee has reasonably determined that replacement is necessary and has notified Lessor of such determination.
7	Upgrade Atmospheric Boilers	Sustainability – Upgrade atmospheric boiler B-2 to 85% efficient forced draft water tube boilers with energy star rating. Materials used and techniques employed shall be consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings	Complete by October 31, 2010
8	Water Test Sliding Doors	Repair, review and test all sliding doors in premises so that doors are in first class operational condition, with proper weather stripping, alignment and operation, consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings	Complete by November 30, 2009

	Item	Scope of Work	When
9	Fire Alarm Control Unit (FACU)	Replace and upgrade system to address new building code requirements, including installation of horns and strobes, and sufficient to satisfy Tenant’s capacity requirements. Materials used and techniques employed shall be consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings	Complete by December 31, 2009
10	Modernization	Modernize elevators 1-5 (but not the service elevator (i.e. elevator 6)) in accordance with Elevator Modernization Specification, prepared by Newby Elevator Consulting, dated October 13, 2009	In accordance with the schedule set forth in the modernization specification.

EXHIBIT C

Recording Requested By, and When Recorded Mail To: Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105 Attention: Stephan C. Wagner
	(Space Above This Line For Recorder’s Use Only)

MEMORANDUM OF EXERCISE OF RENEWAL OPTION

THIS MEMORANDUM OF EXERCISE OF RENEWAL OPTION is made and entered into as of November 12, 2009 (the “Effective Date”), by and between (a) BLUE JEANS EQUITIES WEST, a California general partnership, INNSBRUCK LP, a California limited partnership, and PLAZA GB LP, a California limited partnership, as tenants in common (collectively, “Lessor”), and (b) LEVI STRAUSS & CO., a Delaware corporation (“Lessee”).

1.    Lessor and Lessee are currently parties to that certain Lease, dated as of July 31, 1979 (as amended from time to time, the “Lease”), a memorandum of which was recorded in the Official Records of the City and County of San Francisco, State of California, on August 3, 1979, as Instrument Number C012211 in Book C831 at page 689. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Lease.

2.    Pursuant to the terms of the Lease, Lessee has exercised its second option to extend the term of the Lease.

3.    The Second Extended Term will commence on January 1, 2013 and will expire on December 31, 2022.

4.    Lessee has additional rights to extend the Term of the Lease for successive periods, as provided in the Lease, not to exceed an outside expiration date of December 31, 2079.

5.    Lessor hereby acknowledges Lessor’s grant to Lessee of a right of first offer to purchase certain of the property described on Exhibit A attached hereto, including the improvements located thereon, which right (i) shall be subject to the terms and conditions contained within, and (ii) shall be exercised, if at all, pursuant to the provisions of, that certain Second Amendment To Lease (Levi Strauss Building), dated November 12, 2009, by and between Lessor and Lessee.

6.    This Memorandum of Exercise of Renewal Option may be executed in counterparts, each of which shall constitute an original of such Memorandum of Exercise of Renewal Option and Right of First Offer to Purchase, but all of which shall constitute one and the same instrument.

[Signatures on following page]

IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum of Exercise of Renewal Option effective as of the Effective Date.

LESSOR:	BLUE JEANS EQUITIES WEST,
	a California general partnership
	By:	Plaza B, LLC, a Delaware limited liability company
	Its:	General Partner
		By:	The Gerson Bakar 1984 Trust
		Its:	Member
			By:
				Gerson Bakar, Trustee

INNSBRUCK LP,
a California limited partnership
By:	G. Bakar Properties, Inc., a California corporation
Its:	General Partner
	By:
		Stephen LoPresti, its Secretary

PLAZA GB LP,
a California limited partnership
By:	G. Bakar Properties, Inc., a California corporation
Its:	General Partner
	By:
		Stephen LoPresti, its Secretary

LESSEE:	LEVI STRAUSS & CO.,
	a Delaware corporation

By:

Name:

Its:

CALIFORNIA ALL-PURPOSE

CERTIFICATE OF ACKNOWLEDGEMENT

State of California	)
	)
County of	)

On                                  before me,                                 , a Notary Public, personally appeared                                 , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

(Notary Seal)

WITNESS my hand and official seal.

Signature of Notary Public

CALIFORNIA ALL-PURPOSE

CERTIFICATE OF ACKNOWLEDGEMENT

State of California	)
	)
County of	)

On                                  before me,                                 , a Notary Public, personally appeared                                 , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

(Notary Seal)

WITNESS my hand and official seal.

Signature of Notary Public

CALIFORNIA ALL-PURPOSE

CERTIFICATE OF ACKNOWLEDGEMENT

State of California	)
	)
County of	)

On                                  before me,                                 , a Notary Public, personally appeared                                 , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

(Notary Seal)

WITNESS my hand and official seal.

Signature of Notary Public

EXHIBIT A

LEGAL DESCRIPTION OF LEVI’S PLAZA

EX-10.28

Exhibit 10.28

Execution Version

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

May 23, 2017

among

LEVI STRAUSS & CO.,

as U.S. Borrower

LEVI STRAUSS & CO. (CANADA) INC.,

as Canadian Borrower

The Lenders Party Hereto

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,

as Multicurrency Administrative Agent

BANK OF AMERICA, N.A.,

WELLS FARGO BANK, N.A.

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Co-Syndication Agents

DEUTSCHE BANK SECURITIES INC.,

GOLDMAN SACHS BANK USA,

and

THE BANK OF NOVA SCOTIA,

as Co-Documentation Agents

JPMORGAN CHASE BANK, N.A.,

BANK OF AMERICA, N.A.,

WELLS FARGO BANK, N.A.

and

HSBC BANK USA, NATIONAL ASSOCIATION

as Joint Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS

ARTICLE I Definitions
SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	46
SECTION 1.03.	Terms Generally	46
SECTION 1.04.	Accounting Terms; GAAP	46
SECTION 1.05.	Currency Matters	47
SECTION 1.06.	Effect of this Agreement on the Existing Credit Agreement and the Other Existing Loan Documents	47
ARTICLE II The Credits
SECTION 2.01.	Commitments	48
SECTION 2.02.	Loans and Borrowings	49
SECTION 2.03.	Requests for Revolving Borrowings	49
SECTION 2.04.	Protective Advances	50
SECTION 2.05.	Swingline Loans	51
SECTION 2.06.	Letters of Credit	52
SECTION 2.07.	Funding of Borrowings	57
SECTION 2.08.	Interest Elections	58
SECTION 2.09.	Termination and Reduction of Commitments; Increase in Commitments	59
SECTION 2.10.	Repayment of Loans; Evidence of Debt	61
SECTION 2.11.	Prepayment of Loans	62
SECTION 2.12.	Fees	62
SECTION 2.13.	Interest	64
SECTION 2.14.	Alternate Rate of Interest	65
SECTION 2.15.	Increased Costs	66
SECTION 2.16.	Break Funding Payments	67
SECTION 2.17.	Taxes	68
SECTION 2.18.	Payments Generally; Allocation of Proceeds; Sharing of Setoffs	71
SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	74
SECTION 2.20.	Defaulting Lenders	75
SECTION 2.21.	Returned Payments	76
SECTION 2.22.	Banking Services and Swap Agreements	77
ARTICLE III Representations And Warranties
SECTION 3.01.	Organization; Powers	77
SECTION 3.02.	Authorization; Enforceability	77
SECTION 3.03.	Governmental Approvals; No Conflicts	77
SECTION 3.04.	Financial Condition; No Material Adverse Change	77
SECTION 3.05.	Properties	78
SECTION 3.06.	Litigation and Environmental Matters	78
SECTION 3.07.	Compliance with Laws and Agreements	79
SECTION 3.08.	Investment Company Status; Margin Stock	79
SECTION 3.09.	Taxes	79
SECTION 3.10.	ERISA	79

-i-

SECTION 3.11.	Canadian Pension Plan and Benefit Plans	79
SECTION 3.12.	Disclosure	79
SECTION 3.13.	Material Agreements	80
SECTION 3.14.	Solvency	80
SECTION 3.15.	Insurance	80
SECTION 3.16.	Capitalization and Subsidiaries	80
SECTION 3.17.	Security Interest in Collateral	80
SECTION 3.18.	Employment Matters	81
SECTION 3.19.	OFAC and Patriot Act	81
SECTION 3.20.	Anti-Corruption Laws and Sanctions	81
SECTION 3.21.	EEA Financial Institutions	81
ARTICLE IV Conditions
SECTION 4.01.	Second Amendment Effective Date	81
SECTION 4.02.	Each Credit Event	84
ARTICLE V Affirmative Covenants
SECTION 5.01.	Financial Statements; Borrowing Base and Other Information	84
SECTION 5.02.	Notices of Material Events	88
SECTION 5.03.	Existence; Conduct of Business	88
SECTION 5.04.	Payment of Obligations	89
SECTION 5.05.	Maintenance of Properties	89
SECTION 5.06.	Books and Records; Inspection Rights	89
SECTION 5.07.	Compliance with Laws	89
SECTION 5.08.	Use of Proceeds	90
SECTION 5.09.	Insurance	90
SECTION 5.10.	Casualty and Condemnation	90
SECTION 5.11.	Appraisals	91
SECTION 5.12.	Depository Banks	91
SECTION 5.13.	Additional Collateral; Further Assurances	91
SECTION 5.14.	Borrowing Base Cash Collateral Accounts; Availability Cash Collateral Accounts	92
ARTICLE VI Negative Covenants
SECTION 6.01.	Indebtedness	93
SECTION 6.02.	Liens	95
SECTION 6.03.	Fundamental Changes	98
SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	98
SECTION 6.05.	Asset Sales	100
SECTION 6.06.	Sale and Leaseback Transactions	102
SECTION 6.07.	Swap Agreements	102
SECTION 6.08.	Restricted Payments; Certain Payments of Indebtedness	102
SECTION 6.09.	Transactions with Affiliates	103
SECTION 6.10.	Restrictive Agreements	103
SECTION 6.11.	Amendment of Material Documents	103

-ii-

SECTION 6.12.	Negative Pledges	104
SECTION 6.13.	Changes in Nature of Business; Fiscal Year	104
SECTION 6.14.	Financial Covenant	104
ARTICLE VII Events of Default
ARTICLE VIII The Administrative Agents
ARTICLE IX Miscellaneous
SECTION 9.01.	Notices	110
SECTION 9.02.	Waivers; Amendments	112
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	114
SECTION 9.04.	Successors and Assigns	117
SECTION 9.05.	Survival	120
SECTION 9.06.	Counterparts; Integration; Effectiveness	121
SECTION 9.07.	Severability	121
SECTION 9.08.	Right of Setoff	121
SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	121
SECTION 9.10.	WAIVER OF JURY TRIAL	122
SECTION 9.11.	Headings	122
SECTION 9.12.	Confidentiality	122
SECTION 9.13.	Several Obligations; Nonreliance; Violation of Law	123
SECTION 9.14.	USA PATRIOT Act	123
SECTION 9.15.	Disclosure	123
SECTION 9.16.	Appointment for Perfection	123
SECTION 9.17.	Interest Rate Limitation	123
SECTION 9.18.	Lender Loss Sharing Agreement	124
SECTION 9.19.	Judgment Currency	126
SECTION 9.20.	Anti-Money Laundering Legislation	126
SECTION 9.21.	No Fiduciary Duty	127
SECTION 9.22.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	127
ARTICLE X U.S Loan Guaranty
SECTION 10.01.	Guaranty	128
SECTION 10.02.	Guaranty of Payment	128
SECTION 10.03.	No Discharge or Diminishment of Loan Guaranty	128
SECTION 10.04.	Defenses Waived	129
SECTION 10.05.	Rights of Subrogation	129
SECTION 10.06.	Reinstatement; Stay of Acceleration	129
SECTION 10.07.	Information	130
SECTION 10.08.	Release	130
SECTION 10.09.	[Reserved]	130
SECTION 10.10.	Maximum U.S. Liability	130

-iii-

SECTION 10.11.	Contribution	130
SECTION 10.12.	Liability Cumulative	131
ARTICLE XI Canadian Loan Guaranty
SECTION 11.01.	Guaranty	131
SECTION 11.02.	Guaranty of Payment	131
SECTION 11.03.	No Discharge or Diminishment of Loan Guaranty	132
SECTION 11.04.	Defenses Waived	132
SECTION 11.05.	Rights of Subrogation	133
SECTION 11.06.	Reinstatement; Stay of Acceleration	133
SECTION 11.07.	Information	133
SECTION 11.08.	Release	133
SECTION 11.09.	[Reserved]	133
SECTION 11.10.	Maximum Canadian Liability	134
SECTION 11.11.	Contribution	134
SECTION 11.12.	Liability Cumulative	135
ARTICLE XII The Borrower Representative
SECTION 12.01.	Appointment; Nature of Relationship	135
SECTION 12.02.	Powers	135
SECTION 12.03.	Employment of Agents	135
SECTION 12.04.	Notices	135
SECTION 12.05.	Successor Borrower Representative	135
SECTION 12.06.	Execution of Loan Documents; Borrowing Base Certificate	135
SECTION 12.07.	Reporting	136

-iv-

SCHEDULES

Commitment Schedule
Schedule 3.05(a)	—	Properties
Schedule 3.15	—	Insurance
Schedule 3.16	—	Capitalization and Subsidiaries
Schedule 5.13	—	Post-Closing Undertakings
Schedule 6.01	—	Existing Indebtedness
Schedule 6.02	—	Existing Liens
Schedule 6.04	—	Existing Investments
Schedule 6.12	—	Existing Negative Pledges
EXHIBITS:
Exhibit A	—	Form of Assignment and Assumption
Exhibit B-1	—	Form of Opinion of Borrowers’ U.S. Counsel
Exhibit B-2	—	Form of Opinion of Borrowers’ Canadian Counsel
Exhibit B-3	—	Form of Opinion of Global Finance and Governance Counsel for the Company
Exhibit C	—	Form of Borrowing Base Certificate
Exhibit D	—	Form of Compliance Certificate
Exhibit E-1	—	Form of U.S. Joinder Agreement
Exhibit E-2	—	Form of Canadian Joinder Agreement
Exhibit F-1	—	Form of U.S. Tax Certificate (for Non-U.S. Lenders That Are Not Partnerships)
Exhibit F-2	—	Form of U.S. Tax Certificate (for Non-U.S. Lenders That Are Partnerships)
Exhibit F-3	—	Form of U.S. Tax Certificate (for Non-U.S. Participants That Are Not Partnerships)
Exhibit F-4	—	Form of U.S. Tax Certificate (for Non-U.S. Participants That Are Partnerships)

-v-

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 23, 2017 (as it may be amended or modified from time to time, this “Agreement”), among LEVI STRAUSS & CO., a Delaware corporation (the “U.S. Borrower”), LEVI STRAUSS & CO. (CANADA) INC., an Ontario corporation (the “Canadian Borrower” and together with the U.S. Borrower, the “Borrowers”), the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A. TORONTO BRANCH, as Multicurrency Administrative Agent.

W I T N E S S E T H:

WHEREAS, on the Original Effective Date, a credit agreement (as amended prior to the First Amendment Effective Date, the “Original Credit Agreement”) was entered into among the Borrowers, the Administrative Agent, the Multicurrency Administrative Agent, the other Loan Parties (as defined in the Original Credit Agreement) and the Lenders (as defined in the Original Credit Agreement);

WHEREAS, on the First Amendment Effective Date, an amended and restated credit agreement (as amended prior to the date hereof, the “Existing Credit Agreement”) was entered into among the Borrowers, the Administrative Agent, the Multicurrency Administrative Agent, the other Loan Parties (as defined in the Existing Credit Agreement) and the Lenders (as defined in the Existing Credit Agreement), which amended and restated the Original Credit Agreement; and

WHEREAS, the parties to the Existing Credit Agreement have agreed to amend the Existing Credit Agreement in certain respects and to restate the Existing Credit Agreement as so amended as provided in this Agreement, effective upon satisfaction of certain conditions precedent set forth in Section 4.01.

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that on the Second Amendment Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety as follows:

ARTICLE I

Definitions

SECTION 1.01.    Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Account” has the meaning assigned to such term in the U.S. Security Agreement.

“Account Debtor” means any Person obligated on an Account.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

1.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity.

“Administrative Agents” means the Administrative Agent and the Multicurrency Administrative Agent, collectively.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in Control of, is Controlled by, or is under common Control with, such Person.

“Agents” means, individually and collectively as the context may require, the Administrative Agent, the Multicurrency Administrative Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Co-Syndication Agents and the Co-Documentation Agents.

“Aggregate Credit Exposure” means, at any time, the aggregate Credit Exposure of all Lenders.

“Aggregate Revolving Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹/₂ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 hereof, then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“AML Legislation” has the meaning assigned to such term in Section 9.20.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrowers or their respective Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering.

“Applicable Administrative Agent” means (i) with respect to the Multicurrency Facility and Multicurrency Letters of Credit, the Multicurrency Administrative Agent and (ii) otherwise, the Administrative Agent.

“Applicable Pension Laws” means the Pension Benefits Act (Ontario) or the similar pension standards statute of Canada or other applicable Canadian jurisdictions, and the ITA, and the regulations of each, as amended from time to time (or any successor statute).

2.

“Applicable Percentage” means, for any Revolving Lender:

(a)    with respect to payments, computations and other matters relating to the U.S. Commitments or U.S. Revolving Loans, U.S. LC Exposure, Swingline Loans or U.S. Protective Advances, a percentage equal to a fraction, the numerator of which is the U.S. Commitment of such Revolving Lender and the denominator of which is the aggregate U.S. Commitments of all the U.S. Revolving Lenders (or, if the U.S. Commitments have terminated or expired, the Applicable Percentage shall be determined based upon such Revolving Lender’s share of the aggregate U.S. Credit Exposure at that time); and

(b)    with respect to payments, computations and other matters relating to the Multicurrency Commitments or Multicurrency Revolving Loans, Multicurrency LC Exposure or Multicurrency Protective Advances, a percentage equal to a fraction, the numerator of which is the Multicurrency Commitment of such Revolving Lender and the denominator of which is the aggregate Multicurrency Commitments of all the Multicurrency Revolving Lenders (or, if the Multicurrency Commitments have terminated or expired, the Applicable Percentage shall be determined based upon such Revolving Lender’s share of the aggregate Multicurrency Credit Exposure at that time);

provided that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations under clauses (a) and (b) above.

“Applicable Rate” means, for any day, with respect to any Loan, as the case may be, the applicable rate per annum set forth in the pricing grid below under the caption “Adjusted LIBO Rate/CDOR Rate Loans” or “ABR/Canadian Prime Rate Loans,” as the case may be, based upon the daily average Availability for the most recent Fiscal Quarter for which the Administrative Agent has received a Borrowing Base Certificate (the “Average Availability”):

		APPLICABLE TO THE FIRST $350,000,000 OF AGGREGATE OUTSTANDING REVOLVING LOANS (EXCLUDING LETTERS OF CREDIT) WHILE THE LEVI’S TRADEMARK IS INCLUDED IN THE U.S. BORROWING BASE						APPLICABLE TO OTHER REVOLVING LOANS AND LETTERS OF CREDIT
LEVEL	AVERAGE AVAILABILITY	ADJUSTED LIBO RATE/CDOR RATE LOANS			ABR/ CANADIAN PRIME RATE LOANS			ADJUSTED LIBO RATE/CDOR RATE LOANS			ABR/ CANADIAN PRIME RATE LOANS
I	> 50% of the Line Cap		1.25	%		0.25	%		1.25	%		0.25	%
II	< 50% of the Line Cap		1.75	%		0.75	%		1.50	%		0.50	%

; provided that until the end of the date that is five Business Days after the date the Administrative Agent has received a Borrowing Base Certificate as of the last day of the first full Fiscal Quarter ending after the Second Amendment Effective Date, the Applicable Rate will be (i) 1.50%, in the case of Adjusted LIBO Rate Loans and CDOR Rate Loans and (ii) 0.50%, in the case of ABR Loans and Canadian Prime Rate Loans.

For purposes of the foregoing, except to the extent that Revolving Loans and Swingline Loans outstanding on any day exceed the Trademark Amount on such day, such Revolving Loans and Swingline Loans shall be deemed to be included in the “First $350,000,000 of Aggregate Outstanding Revolving Loans (Excluding Letters of Credit) While the Levi’s Trademark is Included in the U.S. Borrowing Base” for purposes of the Applicable Rate.

3.

Adjustments, if any, to the Applicable Rate shall be made on a quarterly basis and shall be effective five Business Days after the Administrative Agent has received the applicable Borrowing Base Certificate. If the U.S. Borrower fails to deliver the Borrowing Base Certificate to the Administrative Agent at the time required pursuant to this Agreement (taking into account all applicable grace periods), then the Applicable Rate shall be based on Level II until five days after such Borrowing Base Certificate is so delivered.

“AML Legislation” has the meaning assigned to such term in Section 9.20(a).

“Approved Fund” has the meaning assigned to such term in Section 9.04.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Availability” means, at any time, an amount equal to (i) the lesser of (x) the aggregate Commitments of all Lenders at such time and (y) the sum of (A) the U.S. Borrowing Base at such time plus (B) the lesser of (I) the Canadian Borrowing Base at such time and (II) the aggregate Multicurrency Commitments at such time (such lesser amount between clauses (x) and (y) above at any time, the “Line Cap”) minus (ii) the Aggregate Revolving Exposure on such date minus (iii) Reserves against Availability established by the Administrative Agent in its Permitted Discretion.

“Availability Period” means the period from and including the Second Amendment Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“Average Availability” has the meaning assigned to such term in the definition of “Applicable Rate.”

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Banking Services” means each and any of the following bank services provided to any Loan Party or LSIFCS by any Lender or any of its Affiliates (each, a “Bank Product Provider”): (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Banking Services Obligations” of the Loan Parties or LSIFCS means any and all obligations of the Loan Parties or LSIFCS, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Banking Services Reserves” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion for Banking Services then provided or outstanding.

4.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding under applicable laws or otherwise, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or Canada or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality), to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Banks” has the meaning assigned to such term in Section 9.21.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” or “Borrowers” means, individually or collectively, the U.S. Borrower and the Canadian Borrower.

“Borrower Representative” has the meaning assigned to such term in Section 12.01.

“Borrowing” means (a) Revolving Loans of the same Class and Type, made, converted or continued on the same date and in the same currency and, in the case of Eurodollar Loans and CDOR Rate Loans, as to which a single Interest Period is in effect, (b) a Swingline Loan, (c) a U.S. Protective Advance and (d) a Multicurrency Protective Advance.

“Borrowing Base” means the Canadian Borrowing Base or the U.S. Borrowing Base, as applicable.

“Borrowing Base Cash Collateral Account” means each U.S. Borrowing Base Cash Collateral Account or Canadian Borrowing Base Cash Collateral Account.

“Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit C or another form proposed by the Borrower Representative which is reasonably acceptable to the Administrative Agent in its sole discretion.

“Borrowing Request” means a request by the Borrower Representative for a Revolving Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or San Francisco are authorized or required by law to remain closed; provided that, (a) when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market and (b) when used in connection with any Multicurrency Loan or any Multicurrency Letter of Credit, the term “Business Day” shall also exclude any day in which commercial banks in Toronto, Canada are authorized or required by law to remain closed.

“CAM” has the meaning assigned to such term in Section 9.18.

5.

“CAM Exchange” has the meaning assigned to such term in Section 9.18.

“CAM Exchange Date” has the meaning assigned to such term in Section 9.18.

“CAM Percentage” has the meaning assigned to such term in Section 9.18.

“Canada” means the country of Canada.

“Canadian Availability Cash Collateral Account” means an account of a Canadian Loan Party held with the Administrative Agent or Multicurrency Administrative Agent (or Bank of America, N.A., The Bank of Nova Scotia or one of their respective affiliates, or another financial institution approved by the Multicurrency Administrative Agent in its reasonable discretion) designated by the Borrower Representative as a “Canadian Availability Cash Collateral Account” and subject to a blocked account agreement in form and substance reasonably satisfactory to the Administrative Agent.

“Canadian Benefit Plans” means any plan, fund, program, or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any Canadian Loan Party or any Canadian Subsidiary of any Loan Party has any liability with respect to any employee or former employee, but excluding any Canadian Pension Plans.

“Canadian Borrower” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Canadian Borrower Outstandings” means, at any time, the sum of (i) the Dollar Amount of the Multicurrency Revolving Loans to the Canadian Borrower outstanding at such time plus (ii) the Multicurrency LC Exposure in respect of Letters of Credit issued for the account of the Canadian Borrower at such time plus (iii) the Dollar Amount of the Multicurrency Protective Advances to the Canadian Borrower outstanding at such time.

“Canadian Borrower Shared Outstandings” means, at any time, the amount by which the Canadian Borrower Outstandings at such time exceeds the Canadian Borrowing Base at such time.

“Canadian Borrowing Base” means, as of any date of determination (without duplication), a Dollar Amount equal to the sum of (i) 100% of cash and Cash Equivalent balances in Dollars or Canadian Dollars of the Canadian Loan Parties in the Canadian Borrowing Base Cash Collateral Account and the Canadian Availability Cash Collateral Account plus (ii) 90% of Eligible Credit Card Receivables of the Canadian Loan Parties plus (iii) 85% of Eligible Accounts of the Canadian Loan Parties plus (iv) following completion of a field examination and Inventory appraisal reasonably satisfactory to the Administrative Agent, (a) 90% of the Net Orderly Liquidation Value of Eligible Retail Finished Goods of the Canadian Loan Parties and (b) 85% of the Net Orderly Liquidation Value of Eligible Wholesale Finished Goods of the Canadian Loan Parties (which shall not exceed 100% of the cost of Eligible Wholesale Finished Goods of the Canadian Loan Parties) minus (v) without duplication, Reserves established by the Administrative Agent in its Permitted Discretion; provided that the Canadian Borrowing Base shall not exceed $10,000,000 until such time as the Loan Parties have provided supporting detail to the Administrative Agent reasonably satisfactory to the Administrative Agent in connection with the field examination of the Accounts and related working capital matters and financial information of the Canadian Loan Parties and of the related data processing and other systems.

“Canadian Borrowing Base Cash Collateral Account” means, collectively, one or more accounts of the Canadian Loan Parties, as designated from time to time by written notice from the Borrower Representative to the Administrative Agent, held with financial institutions and subject to control agreements in form and substance reasonably satisfactory to the Administrative Agent.

6.

“Canadian Collateral” means any and all property owned, leased or operated by a Person covered by the Canadian Collateral Documents and any and all other property of any Canadian Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Administrative Agent to secure the Canadian Secured Obligations.

“Canadian Collateral Documents” means, collectively, the Canadian Security Agreement and any other documents entered into guaranteeing payment of, or pursuant to which a Canadian Loan Party grants a Lien upon any property as security for payment of the Canadian Secured Obligations.

“Canadian Collection Account” means a “Collection Account” as defined in the Canadian Security Agreement.

“Canadian Dollars” and “Cdn.$” means dollars in the lawful currency of Canada.

“Canadian Guaranteed Obligations” has the meaning assigned to such term in Section 11.01.

“Canadian Guarantors” means the direct or indirect Canadian Subsidiaries of the U.S. Borrower (other than the Canadian Borrower) that become parties to this Agreement.

“Canadian Joinder Agreement” means a joinder agreement in substantially the form of Exhibit E-2.

“Canadian Loan Guaranty” means Article XI of this Agreement.

“Canadian Loan Parties” means the Canadian Borrower and the Canadian Guarantors.

“Canadian Obligated Party” has the meaning assigned to such term in Section 11.02.

“Canadian Obligations” means all unpaid principal of and accrued and unpaid interest on the Multicurrency Loans to the Canadian Borrower, all Multicurrency LC Exposure in respect of Multicurrency Letters of Credit issued for the account of the Canadian Borrower, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Canadian Loan Parties to the Multicurrency Revolving Lenders, the Administrative Agent, the Multicurrency Administrative Agent, the Multicurrency Issuing Banks or any indemnified party arising under the Loan Documents.

“Canadian Pension Plans” means any registered plan, program or arrangement that is a pension plan for the purposes of any applicable Canadian federal or provincial pension legislation, which is maintained or contributed to by, or to which there is or may be an obligation to contribute by, a Loan Party or Subsidiary of a Loan Party operating in Canada in respect of any Person’s employment in Canada with such Loan Party or Subsidiary, other than Plans established by statute, but does not include the Canadian Pension Plan maintained by the government of Canada or the Quebec Pension Plan maintained by the Province of Quebec.

“Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) the CDOR Rate for a 30-day term in effect on

7.

such date, plus 1% per annum; provided, that if any the above rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or the CDOR Rate shall be effective from and including the effective date of such change in the PRIMCAN Index or CDOR Rate, respectively. “Canadian Prime Rate” when used with respect to a Loan or a Borrowing shall refer to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Canadian Prime Rate.

“Canadian Secured Obligations” means all Canadian Obligations, together with all (a) Banking Services Obligations owing by the Canadian Loan Parties to Bank Product Providers; and (b) Swap Obligations of the Canadian Loan Parties owing to one or more Hedge Providers; provided that not later than 30 days after such Hedge Provider becomes a Hedge Provider, the Lender or Affiliate of a Lender party thereto (other than JPMCB or any of its Affiliates) shall have delivered written notice to the Administrative Agent that such Person is a Hedge Provider; provided, further that the Canadian Secured Obligations with respect to any Guarantor shall not include Excluded Swap Obligations of such Guarantor.

“Canadian Security Agreement” means that certain Security Agreement, dated as of the Original Effective Date (as amended, amended and restated, supplemented or otherwise modified from time to time), between the Canadian Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent, and the other Lender Parties, and any other pledge or security agreement entered into, after the Original Effective Date by any other Canadian Loan Party (as required by this Agreement or any other Loan Document).

“Canadian Subsidiary” means any Subsidiary of the U.S. Borrower that is organized under the laws of Canada or any province or territory thereof.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP as in effect on the Original Effective Date, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Capital Markets Transaction” means an issuance or sale of unsecured Indebtedness by the U.S. Borrower through a public offering or private placement or under any unsecured term facility.

“Cash Collateral” means cash, and any interest or other income earned thereon, that is delivered to the Administrative Agent to Cash Collateralize any Letter of Credit.

“Cash Collateralize” means the delivery of cash to the Administrative Agent, as security for the payment of Obligations in respect of any Letter of Credit, in an amount equal to 103% of the face amount of such Letter of Credit.

“Cash Collateralization” has a correlative meaning.

“Cash Collateralized Letter of Credit” means a Letter of Credit requested to be issued as a Cash Collateralized Letter of Credit in accordance with Section 2.06(b) or converted into a Cash Collateralized Letter of Credit pursuant to Section 2.06(l) and otherwise issued in accordance with the conditions hereunder applicable to a Cash Collateralized Letter of Credit, provided that upon effectiveness of the conversion of any Cash Collateralized Letter of Credit in accordance with Section 2.06(l), such Letter of Credit shall no longer be a “Cash Collateralized Letter of Credit” for purposes of this Agreement.

8.

“Cash Equivalents” means, as of any date of determination, (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or, in the case of any Canadian Loan Party, the Canadian government or (ii) issued by any agency of the United States or, in the case of any Canadian Loan Party, Canada, in each case maturing within one year after such date; (b) taxable or tax-exempt marketable direct obligations issued by any state of the United States or, in the case of any Canadian Loan Party, any province, commonwealth or territory of Canada or any political subdivision of any such state, province, commonwealth or territory or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A- from S&P or the equivalent thereof from another nationally recognized rating agency; (c) commercial paper maturing no more than two hundred seventy (270) days from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or the equivalent thereof from another nationally recognized rating agency; (d) time deposits, certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States, any state thereof or an OECD country having, at such date, a rating of at least A- from S&P or the equivalent thereof from another nationally recognized rating agency (except as otherwise approved by the Treasurer of the U.S. Borrower in a manner consistent with board-approved policy) or by a primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York; (e) repurchase agreements with financial institutions organized under the laws of the United States, any state thereof or an OECD country having, at such date, a rating of at least A- from S&P or the equivalent thereof from another nationally recognized rating agency (except as otherwise approved by the Treasurer of the U.S. Borrower in a manner consistent with board-approved policy) or with a primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York; (f) Dollar denominated fixed or floating rate notes and foreign currency denominated fixed or floating rate notes, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A or A-1 from S&P or the equivalent thereof from another nationally recognized rating agency; (g) variable rate demand notes with interest reset period and related put at par at 7-day intervals and having, at the time of the acquisition thereof, a rating of at least AA from S&P or the equivalent thereof from another nationally recognized rating agency; or (h) money market funds that (i) (x) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 or (y) in the case of any Canadian Loan Party, are money market mutual funds (as defined in National Instrument 81-102 Mutual Funds) that are reporting issuers (as defined in Ontario securities law) in the Province of Ontario, (ii) are rated at least A- by S&P or the equivalent thereof from another nationally recognized ratings agency and (iii) have portfolio assets of at least $1,000,000,000.

“CDOR Rate” means, for the relevant Interest Period, the Canadian deposit offered rate which, in turn means on any day the annual rate of interest determined with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the relevant Interest Period for Canadian Dollar-denominated bankers’ acceptances displayed and identified as such on the “Reuters Screen CDOR Page” as defined in the International Swaps and Derivatives Association definitions, as modified and amended from time to time, as of 10:15 a.m. Toronto local time on such day and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:15 a.m. Toronto local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest); provided that if such rates are not available on the Reuters Screen CDOR Page on any particular day, then the Canadian deposit offered rate component of such rate on that day shall be calculated as of 10:15 a.m. Toronto local time on such day (or, if such day is not a Business Day, then on the immediately preceding Business Day) based on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate, from time to time, as selected by the Administrative Agent in its reasonable discretion, for commercial loans or other extensions of credit to businesses of comparable credit risk. “CDOR Rate” when used with respect to a Loan or a Borrowing shall refer to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the CDOR Rate.

9.

“Change in Law” means (a) the adoption of any law, rule, regulation or treaty (including any rules or regulations issued under or implementing any existing law) after the date of this Agreement; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority after the date of this Agreement; or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means:

(a)    prior to the first Public Equity Offering that results in a Public Market, the Permitted Transferees cease to be the beneficial owners, directly or indirectly, of a majority of the total voting power of the voting stock of the U.S. Borrower, whether as a result of the issuance of securities of the U.S. Borrower, any merger, consolidation, liquidation or dissolution of the U.S. Borrower, any direct or indirect transfer of securities by the Permitted Transferee or otherwise;

(b)    on or after the first Public Equity Offering that results in a Public Market, if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any one or more of the Permitted Transferees, becomes the beneficial owner, directly or indirectly, of thirty-five percent (35%) or more of the total voting power of the voting stock of the U.S. Borrower, provided, however, that the Permitted Transferees are the beneficial owners, directly or indirectly, in the aggregate of a lesser percentage of the total voting power of the voting stock of the U.S. Borrower than that other person or group;

(c)    an event or series of events by which during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the U.S. Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period or (ii) whose election or nomination to that board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or who were nominated by Permitted Transferees; or

(d)    the occurrence of any “Change in Control” as defined in any indenture or agreement executed in connection with a Capital Markets Transaction.

For purposes of this definition (i) “beneficial owner” means a beneficial owner as defined in Rule 13d-3 under the Exchange Act, except that (A) a person shall be deemed to be the beneficial owner of all shares that the person has the right to acquire, whether that right is exercisable immediately or only after the passage of time and (B) Permitted Transferees shall be deemed to be the beneficial owners of any voting stock of a corporation or other legal entity held by any other corporation or other legal entity so

10.

long as the Permitted Transferees beneficially own, directly or indirectly, in the aggregate a majority of the total voting power of the voting stock of that corporation or other legal entity; and (ii) “voting stock” means all classes of Equity Interests then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors.

“Class” when used in reference to (i) any Commitment, refers to whether such Commitment is a U.S. Commitment or a Multicurrency Commitment and (ii) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are U.S. Revolving Loans, Multicurrency Revolving Loans, Swingline Loans, Multicurrency Protective Advances or U.S. Protective Advances.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means the U.S. Collateral and the Canadian Collateral.

“Collateral Access Agreement” has the meaning assigned to such term in the Security Agreements.

“Collateral Documents” means, collectively, the U.S. Collateral Documents and the Canadian Collateral Documents.

“Collection Account” means the Canadian Collection Account or the U.S. Collection Account.

“Commitment” means, with respect to each Lender, such Lender’s U.S. Commitment and/or Multicurrency Commitment from time to time.

“Commitment Fee Rate” means 0.20% per annum.

“Commitment Schedule” means the Schedule attached hereto identified as such.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit D or another form which is mutually acceptable to the Administrative Agent and the Borrower Representative.

“Compliance Period” means each period commencing on the date (which was not part of a previously commenced Compliance Period) when Availability is less than the Minimum Excess Availability Amount and ending on the date when Availability has been at least the Minimum Excess Availability Amount for 30 consecutive days.

“Consolidated Capital Expenditures” means, for any period, the sum of the aggregate of all expenditures (whether paid in cash or other consideration or accrued as a liability and including Capitalized Lease Obligations of the U.S. Borrower and its Subsidiaries) by the U.S. Borrower and its Subsidiaries during that period that, in conformity with GAAP, are included in “additions to property, plant or equipment” or comparable items reflected in the consolidated statement of cash flows of the U.S. Borrower and its Subsidiaries but excluding the aggregate of all expenditures by the U.S. Borrower and its Subsidiaries during that period to acquire (by purchase or otherwise) the business, property or fixed assets of any Person, or the stock or other evidence of beneficial ownership of any Person that, as a result of such acquisition, becomes a Subsidiary of the U.S. Borrower. For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or

11.

with insurance proceeds shall be included in Consolidated Capital Expenditures only to the extent of the gross amount of such purchase price less the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such proceeds, as the case may be.

“Consolidated EBITDA” means, for any period, an amount equal to, for the U.S. Borrower and its consolidated Subsidiaries:

(a)    the sum of Consolidated Net Income for that period, plus the following to the extent reducing Consolidated Net Income for that period:

(1)    the provision for taxes based on income or profits or utilized in computing net loss,

(2)    Consolidated Interest Expense,

(3)    depreciation,

(4)    amortization of intangibles,

(5)    any non-recurring expenses relating to, or arising from, any closures of facilities; any restructuring costs; facilities relocation costs; and integration costs and fees (including cash severance payments) made in connection with acquisitions, in an aggregate amount for all such expenses pursuant to this clause (a)(5) not to exceed 15% of Consolidated EBITDA for such period prior to giving effect to this clause (a)(5),

(6)    any non-cash impairment charge or asset write-off (other than any such charge or write-off of Inventory) and the amortization of intangibles,

(7)    inventory purchase accounting adjustments and amortization and impairment charges resulting from other purchase accounting adjustments in connection with acquisitions,

(8)    fees and expenses related to any offering of securities, Investments permitted hereby, acquisition and incurrence of Indebtedness permitted to be incurred hereunder (whether or not successful), and

(9)    any other non-cash items (other than any non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period), minus

(b)    all non-cash items increasing Consolidated Net Income for that period (other than any such non-cash item to the extent that it has resulted or will result in the receipt of cash payments in any period).

“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a)(i) Consolidated EBITDA for the twelve Fiscal Months most recently ended minus (ii) the sum of (A) the aggregate amount of all Consolidated Capital Expenditures made by the U.S. Borrower and its Subsidiaries during such period plus (B) federal, state, local and foreign income taxes paid in cash during such period, to (b) the sum, without duplication, of (i) Consolidated Interest Expense for such period, (ii) the amount of Restricted Payments made by the U.S. Borrower during such period in reliance on the proviso to Section 6.08(a) and (iii) the aggregate principal amount (or the equivalent thereto) of all scheduled repayments of Indebtedness (other than (A) intercompany Indebtedness, (B) payments of Existing Dollar Notes and (C) payments of Existing Euro Notes) made by the U.S. Borrower and any other Loan Party during such period (other than to the extent such Indebtedness has been refinanced or defeased, or with respect to which restricted cash has been set aside to repay, during such period from the proceeds of new Indebtedness that is not secured by any Collateral).

12.

“Consolidated Interest Expense” means, for any period, for the U.S. Borrower and its Subsidiaries on a consolidated basis, all interest (net of all interest income), premium, amortization, debt discount, fees, charges and related expenses of the U.S. Borrower and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest expense in accordance with GAAP.

“Consolidated Net Income” means, for any period, the net income (loss) of the U.S. Borrower and its consolidated Subsidiaries (excluding any net income (loss) attributable to noncontrolling interests), determined in accordance with GAAP; provided, however, that there shall not be included in such Consolidated Net Income:

(a)    any net income (loss) of any Person (other than the U.S. Borrower) if that Person is not a Subsidiary, except that the U.S. Borrower’s equity in the net income of any such Person for that period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by that Person during that period to the U.S. Borrower or a Subsidiary as a dividend or other distribution,

(b)    any gain (or loss) realized upon the sale or other disposition of any property of the U.S. Borrower or any of its consolidated Subsidiaries (including pursuant to any sale and leaseback transaction) that is not sold or otherwise disposed of in the ordinary course of business,

(c)    any gain or loss attributable to the early extinguishment of Indebtedness,

(d)    any extraordinary gain or loss or cumulative effect of a change in accounting principles to the extent disclosed separately on the consolidated statement of income,

(e)    any unrealized gains or losses of the U.S. Borrower or its consolidated Subsidiaries on any Swap Obligations, and

(f)    any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the U.S. Borrower or any Subsidiary, provided, however, that if any such shares, options or other rights are subsequently redeemed for property other than Equity Interests of the U.S. Borrower that is not Disqualified Stock then the Fair Market Value of such property shall be treated as a reduction in Consolidated Net Income during the period of such redemption.

“Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (a) all current liabilities (excluding any indebtedness for money borrowed having a maturity of less than twelve (12) months from the date of the most recent consolidated balance sheet of the U.S. Borrower but which by its terms is renewable or extendable beyond twelve (12) months from such date at the option of the U.S. Borrower or any of its Subsidiaries), and (b) all goodwill, trade names, patents, unamortized debt discount and expense and any other like intangibles, all as set forth on the most recent consolidated balance sheet of the U.S. Borrower and computed in accordance with GAAP.

“Contaminant” means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or petroleum-derived substance or waste, asbestos in any form or condition, polychlorinated biphenyls (PCBs), or any constituent of any such substance or waste.

13.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s U.S. Credit Exposure, plus (b) such Lender’s Multicurrency Credit Exposure.

“Credit Party” means the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular Default, if any) has not been satisfied; (b) has notified any Borrower or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent to funding a Loan under this Agreement (specifically identified and including the particular Default, if any) cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.

“Designated Obligations” has the meaning assigned to such term in Section 9.18.

“Dilution Factors” means, without duplication, with respect to any period, the aggregate amount of all deductions, credit memos, returns, adjustments, allowances, bad debt write-offs and other non-cash credits which are recorded to reduce Accounts in a manner consistent with current and historical accounting practices of the Borrowers.

“Dilution Ratio” means, at any date, the amount (expressed as a percentage) equal to (a) the aggregate amount of the applicable Dilution Factors for the twelve (12) most recently ended fiscal months divided by (b) total gross sales for the twelve (12) most recently ended fiscal months.

“Dilution Reserve” means, at any date, the applicable Dilution Ratio multiplied by the Eligible Accounts.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or Accounts or any rights and claims associated therewith and any grant of any option or rights relating to any such property (other than any property to the extent that the aggregate value of such property sold, transferred, licensed, leased or otherwise disposed of in any single transaction or related series of transactions is less than $5,000,000, individually, and $15,000,000, collectively, during any Fiscal Year of the U.S. Borrower).

14.

“Disqualified Stock” means, with respect to any Person, any Equity Interest that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:

(a)    matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise,

(b)    is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or

(c)    is convertible or exchangeable at the option of the holder thereof for Indebtedness or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of the Maturity Date.

“Document” has the meaning assigned to such term in the U.S. Security Agreement.

“Dollar Amount” means (a) with regard to any Obligation or calculation denominated in Dollars, the amount thereof, and (b) with regard to any Obligation or calculation denominated in Canadian Dollars or an LC Alternative Currency, the amount of Dollars which is equivalent to the amount so expressed in Canadian Dollars or such LC Alternative Currency at the Spot Rate on the relevant date of determination.

“dollars,” “Dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary of the U.S. Borrower that is organized under the laws of the United States, any state thereof or the District of Columbia.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

15.

“Eligible Accounts” means, at any time, the Accounts of a Loan Party which the Administrative Agent determines in its Permitted Discretion, following consultation with the U.S. Borrower (but without any requirement for the U.S. Borrower’s consent), are eligible for inclusion in the applicable Borrowing Base. Without limiting the Administrative Agent’s discretion provided herein, Eligible Accounts shall not include any Account of a Loan Party:

(a)    which is not subject to a first priority perfected security interest in favor of the Administrative Agent (subject to any Permitted Encumbrance specified in subclause (b)(ii) below that has priority over the security interest in favor of the Administrative Agent by operation of applicable law);

(b)    which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent, (ii) a Lien constituting a Permitted Encumbrance pursuant to clause (a), (b), (h) or (i) of the definition thereof and (iii) any other Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent;

(c)    (i) which is unpaid more than 97 days after the date of the original invoice therefor or more than 67 days after the original due date therefor, or (ii) which has been written off the books of such Loan Party or otherwise designated as uncollectible;

(d)    which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible under clause (c) of this definition of “Eligible Accounts”;

(e)    (i) which is owing by an Account Debtor whose corporate credit ratings are the higher of BBB- or better by S&P or Baa3 or better by Moody’s to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to (x) such Loan Party exceeds 35% of the aggregate Eligible Accounts of such Loan Party or (y) all Loan Parties exceed 35% of the aggregate amount of Eligible Accounts of all Loan Parties, or (ii) which is owing by an Account Debtor not described in clause (i) above whose corporate credit ratings are the higher of BB- or better by S&P or Ba3 or better by Moody’s to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to (x) such Loan Party exceeds 25% of the aggregate Eligible Accounts of such Loan Party or (y) all Loan Parties exceed 25% of the aggregate amount of Eligible Accounts of all Loan Parties or (iii) which is owing by any other Account Debtor not described in clause (i) or (ii) above to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to (x) such Loan Party exceeds 20% of the aggregate Eligible Accounts of such Loan Party or (y) all Loan Parties exceed 20% of the aggregate amount of Eligible Accounts of all Loan Parties;

(f)    with respect to which any covenant contained in this Agreement or in the applicable Security Agreement has been breached or any representation or warranty contained in this Agreement or in the applicable Security Agreement is not true in any material respect (or with respect to any representation or warranty that is already qualified by materiality, such representation or warranty is not true);

(g)    which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon such Loan Party’s completion of any further performance, (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates solely to payments of interest;

(h)    for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to such Account have not been performed by such Loan Party;

(i)    with respect to which any check or other instrument of payment has been returned uncollected for any reason;

16.

(j)    which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, or liquidator of its assets or, in the case of any Account Debtor of a Canadian Loan Party, any equivalent of the foregoing in any applicable jurisdiction, (ii) had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator or, in the case of any Account Debtor of a Canadian Loan Party, any equivalent of the foregoing in any applicable jurisdiction, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal bankruptcy laws or other Insolvency Laws (other than post-petition accounts payable of an Account Debtor that is a debtor-in-possession under the Bankruptcy Code and reasonably acceptable to the Administrative Agent), (iv) admitted in writing its inability to pay its debts as they become due, or (v) ceased operation of its business as a going concern;

(k)    which is owed by any Account Debtor which has sold all or a substantially all of its assets;

(l)    which is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is not organized under applicable law of the U.S., any state of the U.S., Canada, or any province or territory of Canada unless, in either case, such Account is backed by a Letter of Credit acceptable to the Administrative Agent; provided that the Administrative Agent may make up to $10,000,000 of such Accounts eligible in its discretion;

(m)    which is owed in any currency other than Dollars or Canadian Dollars;

(n)    which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country other than the U.S. or Canada unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent, or (ii) (1) the government of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), or (2) the federal government of Canada, unless the Financial Administration Act (Canada), as amended, and any other steps necessary to ensure the enforceability of the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction; provided that the Administrative Agent may make up to $10,000,000 of such Accounts eligible in its discretion;

(o)    which is owed by any Affiliate of any Loan Party or any employee, officer, director, or stockholder of any Loan Party;

(p)    which is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent of such indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

(q)    which is subject to any counterclaim, deduction, defense, setoff or dispute (but only to the extent of any such counterclaim, deduction, defense, setoff or dispute);

(r)    which is evidenced by any promissory note, chattel paper or instrument;

(s)    which is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit such Loan Party to seek judicial enforcement in such jurisdiction of payment of such Account, unless (i) such Loan Party has filed such report or qualified to do business in such jurisdiction or (ii) the Administrative Agent is satisfied in its Permitted Discretion that the failure to file such report and inability to seek judicial enforcement can be remedied without material delay or material cost;

17.

(t)    with respect to which such Loan Party has made any agreement with the Account Debtor for any reduction thereof, but only to the extent of such reduction, other than discounts and adjustments given in the ordinary course of business, and any Account which was partially paid and such Loan Party created a new receivable for the unpaid portion of such Account;

(u)    which the Administrative Agent determines may not be paid by reason of the Account Debtor’s inability to pay or which the Administrative Agent otherwise determines is unacceptable for any reason whatsoever; or

(v)    which the applicable Loan Party has transferred to a third party pursuant to Section 6.05(g) or which such Loan Party expects to transfer to a third party pursuant to Section 6.05(g).

In determining the amount of an Eligible Account of a Loan Party, the face amount of an Account may, in the Administrative Agent’s Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that such Loan Party may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by such Loan Party to reduce the amount of such Account.

“Eligible Assignee” has the meaning assigned to such term in Section 9.04.

“Eligible Credit Card Receivables” means, at any time, Accounts due to a Loan Party from major credit card processors (including, but not limited to, VISA, Mastercard, American Express, Diners Club and DiscoverCard) as arise in the ordinary course of business and which have been earned by performance, which the Administrative Agent determines in its Permitted Discretion, following consultation with the U.S. Borrower (but without any requirement for the U.S. Borrower’s consent), are eligible for inclusion in the applicable Borrowing Base. Without limiting the Administrative Agent’s discretion provided herein, none of the following shall be deemed to be Eligible Credit Card Receivables:

(a)    Accounts due from major credit card processors that have been outstanding for more than five Business Days from the date of sale or for such longer period as may be approved by the Administrative Agent;

(b)    Accounts due from major credit card processors with respect to which a Loan Party does not have good, valid and marketable title thereto;

(c)    Accounts due from major credit card processors that are not subject to a first priority perfected Lien in favor of the Administrative Agent (subject to any Permitted Encumbrance specified in subclause (b)(ii) of the definition of Eligible Accounts that has priority over the security interest in favor of the Administrative Agent by operation of applicable law);

(d)    Accounts due from major credit card processors which are disputed, or with respect to which a claim, counterclaim, offset or chargeback has been asserted, by the related credit card processor (but only to the extent of such dispute, counterclaim, offset or chargeback) (it being the intent that chargebacks in the ordinary course by the credit card processors shall not be deemed violative of this clause);

18.

(e)    Accounts due from major credit card processors (other than VISA, Mastercard, American Express, Diners Club and DiscoverCard) which the Administrative Agent determines in its commercially reasonable discretion acting in good faith to be unlikely to be collected; or

(f)    with respect to which any covenant contained in this Agreement or in the applicable Security Agreement has been breached or any representation or warranty contained in this Agreement or in the applicable Security Agreement is not true in any material respect (or with respect to any representation or warranty that is already qualified by materiality, such representation or warranty is not true).

“Eligible Finished Goods” means, at any time, Eligible Inventory consisting of finished goods (other than Eligible Third Party Logistics Goods) which the Administrative Agent determines in its Permitted Discretion, following consultation with the U.S. Borrower (but without any requirement for the U.S. Borrower’s consent), is eligible for inclusion in the applicable Borrowing Base.

“Eligible Inventory” means, at any time, the Inventory of a Loan Party which the Administrative Agent determines in its Permitted Discretion, following consultation with the U.S. Borrower (but without any requirement for the U.S. Borrower’s consent), is eligible for inclusion in the applicable Borrowing Base. Without limiting the Administrative Agent’s discretion provided herein, Eligible Inventory of a Loan Party shall not include any Inventory:

(a)    which is not subject to a first priority perfected security interest in favor of the Administrative Agent (subject to any Permitted Encumbrance specified in subclause (b)(ii) below that has priority over the security interest in favor of the Administrative Agent by operation of applicable law);

(b)    which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent, (ii) a Lien constituting a Permitted Encumbrance pursuant to clause (a), (b), (f), (h) or (i) of the definition thereof and (iii) any other Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent;

(c)    which is, in the Administrative Agent’s opinion, slow moving, obsolete, unmerchantable, defective, used, unfit for sale, or not salable at prices approximating at least the cost of such Inventory in the ordinary course of business;

(d)    with respect to which any covenant contained in this Agreement or in a Security Agreement has been breached or any representation or warranty contained in this Agreement or in a Security Agreement is not true in any material respect (or with respect to any representation or warranty that is already qualified by materiality, such representation or warranty is untrue) and which does not conform to all standards imposed by any Governmental Authority;

(e)    which is not finished goods or raw materials or which constitutes work-in-process, spare or replacement parts, packaging and shipping material, manufacturing supplies, samples, prototypes, bill-and-hold or ship-in-place goods, goods that are returned or marked for return, repossessed goods, defective or damaged goods, or goods held or sold on consignment;

19.

(f)    which, in respect of

(1)    a U.S. Loan Party, is not located in the U.S. and is in transit with a common carrier from vendors and suppliers, provided that Inventory in transit from vendors and suppliers may be included as Eligible Inventory despite the foregoing provision of this clause (f)(1) so long as:

(i)    title to such Inventory has not passed to a third party;

(ii)    the U.S. Borrower or a U.S. Guarantor controls the documents of title representing such Inventory;

(iii)    the Inventory is in transit within the United States to the U.S. Borrower or any U.S. Guarantor for receipt by the U.S. Borrower or a U.S. Guarantor within sixty (60) days of the date of determination that has not yet been received into a distribution center or store of such Person; and

(iv)    such Inventory would otherwise constitute Eligible Inventory;

(2)    a Canadian Loan Party, is not located in a province or territory in Canada in which the Administrative Agent has a perfected Lien in such eligible Inventory and is in transit with a common carrier from vendors and suppliers, provided that Inventory in transit from vendors and suppliers may be included as Eligible Inventory despite the foregoing provision of this clause (f)(2) so long as:

(i)    title to such Inventory has not passed to a third party;

(ii)    the applicable Canadian Loan Party controls the documents of title representing such Inventory;

(iii)    the Inventory is in transit within Canada to a Canadian Loan Party for receipt by the Canadian Loan Party within sixty (60) days of the date of determination that has not yet been received into a distribution center or store of such Person; and

(iv)    such Inventory would otherwise constitute Eligible Inventory;

(g)    which is located in any location leased by such Loan Party unless (i) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or (ii) a Reserve for rent, charges and other amounts due or to become due with respect to such facility has been established by the Administrative Agent in its Permitted Discretion;

(h)    which is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced by a Document, unless (i) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require or (ii) an appropriate Reserve has been established by the Administrative Agent in its Permitted Discretion;

(i)    which contains or bears any intellectual property rights licensed to such Loan Party unless the Administrative Agent is satisfied that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement; or

(j)    which is not reflected in a current perpetual inventory report of such Loan Party (unless such Inventory is reflected in a report to the Administrative Agent as “in transit” Inventory).

“Eligible Raw Materials” means, at any time, Eligible Inventory consisting of raw materials which the Administrative Agent determines in its Permitted Discretion, following consultation with the U.S. Borrower (but without any requirement for the U.S. Borrower’s consent), is eligible for inclusion in the applicable Borrowing Base.

20.

“Eligible Retail Finished Goods” means, at any time, Eligible Inventory consisting of finished retail goods which the Administrative Agent determines in its Permitted Discretion, following consultation with the applicable Borrower (but without any requirement for the applicable Borrower’s consent), is eligible for inclusion in the applicable Borrowing Base.

“Eligible Third Party Logistics Goods” means, at any time, finished goods consisting of returns, irregulars, closeouts, seconds, samples and other similar goods owned by the U.S. Borrower or a U.S. Guarantor and held by GENCO I, Inc., a third party logistics provider, or any of its Affiliates or successors or third party logistics providers acceptable to the Administrative Agent providing similar products and services which finished goods the Administrative Agent determines in its Permitted Discretion, following consultation with the U.S. Borrower (but without any requirement for the U.S. Borrower’s consent), are eligible for inclusion in the applicable Borrowing Base.

“Eligible Trademark Collateral” means the U.S. Levi’s Trademarks, U.S. Levi’s Patents, U.S. Levi’s Copyrights and Licenses (each as defined in the U.S. Security Agreement) held by the U.S. Borrower.

“Eligible Wholesale Finished Goods” means, at any time, Eligible Inventory consisting of finished wholesale goods (other than Eligible Third Party Logistics Goods) which the Administrative Agent determines in its Permitted Discretion, following consultation with the applicable Borrower (but without any requirement for the applicable Borrower’s consent), is eligible for inclusion in the applicable Borrowing Base.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, orders-in-council, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, presence, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower or Subsidiary directly or indirectly resulting from or based upon (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) the presence of any exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Lien” means a Lien in favor of any Governmental Authority for (a) any liability under Environmental Laws, or (b) damages arising from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment.

“Equipment” means all now owned and hereafter acquired machinery, equipment, furniture, furnishings, fixtures, and other tangible personal property (except Inventory) of the U.S. Borrower or any of its Subsidiaries, including embedded software, dies, tools, jigs, molds and office equipment, as well as all of such types of property leased by the U.S. Borrower or any of its Subsidiaries and all rights and interests of the U.S. Borrower or any of its Subsidiaries with respect thereto under such leases (including, without limitation, options to purchase); together with all present and future additions and accessions

21.

thereto, replacements therefor, component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto; wherever any of the foregoing is located.

“Equipment Financing Transaction” means any financing with any Person of Equipment which will be treated as Indebtedness.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with a Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) any failure to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412 of the Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that any Plan is, or is expected to be, in “at risk” status (as defined in Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA; (e) the incurrence by any Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the incurrence by any Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (i) the withdrawal of any Borrower or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; or (j) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to any Borrower or ERISA Affiliate.

“Eurodollar,” when used in reference to any Loan or Borrowing denominated in Dollars and, when so used, refers to whether such Loan bears, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” has the meaning assigned to such term in Article VII.

22.

“Excluded Swap Obligation” means, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the applicable or official interpretation of any thereof) (i) by virtue of such Guarantor’s failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to any applicable keepwell, support, or other agreement for the benefit of such Guarantor and any and all applicable guarantees of such Guarantor’s Swap Obligations by other Loan Parties), at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and Hedge Provider applicable to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to any payment made by any Loan Party under any Loan Document, any of the following Taxes: (a) income or franchise Taxes imposed on (or measured by) net income or net profits (i) as a result of the recipient being organized in, or having its principal office or, in the case of any Lender, its applicable lending office in, the taxing jurisdiction or (ii) that are Other Connection Taxes; (b) any branch profits Taxes imposed under Section 884(a) of the Code, or any similar Taxes, imposed as a result of the recipient conducting business in the taxing jurisdiction (other than a business arising (or deemed to arise) solely as a result of the Loan Documents or any transactions contemplated thereby); (c) in the case of a Non-U.S. Lender (other than an assignee pursuant to a request by a Borrower under Section 2.19(b)), any U.S. federal withholding Taxes resulting from any law in effect on the date such Non-U.S. Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Non-U.S. Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding Taxes pursuant to Section 2.17(a); (d) any withholding Tax attributable to a Lender’s failure to comply with Section 2.17(f); (e) any U.S. federal withholding taxes imposed pursuant to FATCA; and (f) in the case of any payment made by a Canadian Loan Party any (i) Canadian federal withholding Taxes imposed on a payment to a Lender, Issuing Bank, recipient or agent thereof who does not deal at arm’s length with the relevant Canadian Loan Party for purposes of the ITA and (ii) any Taxes imposed by Canada (or a jurisdiction within Canada) on the capital of any recipient of such payment.

“Existing Credit Agreement” shall have the meaning provided in the recitals hereto.

“Existing Dollar Notes” means the 5.00% Senior Notes due 2025 issued under the Indenture, dated as of April 27, 2015, by and between the U.S. Borrower, as issuer, and Wells Fargo Bank, National Association, as trustee, registrar and paying agent.

“Existing Euro Notes” means the 3-3/8% Senior Notes due 2027 issued under the Indenture, dated as of February 28, 2017, by and between the U.S. Borrower, as issuer, and Wells Fargo Bank, National Association, as trustee.

“Existing Loan Documents” shall have the meaning provided in the Section 1.06 hereto.

23.

“Facility” means each of the U.S. Facility and the Multicurrency Facility.

“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(2) of the Code as of the date of this Agreement (or any amended or successor version described above), and any intergovernmental agreement (and any related fiscal or regulatory legislation, rules or official practices) implementing the foregoing.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided, that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for all purposes under this Agreement.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer, controller or assistant treasurer of the U.S. Borrower, or any other officer or duly delegated employee identified to the Administrative Agent by written notice from time to time having substantially the same authority and responsibility.

“First Amendment Effective Date” means the effectiveness date of the Existing Credit Agreement, which was March 21, 2014.

“First Amendment Transactions” means the “Transactions” as defined in the Existing Credit Agreement.

“Fiscal Month” means, with respect to the U.S. Borrower or any of its Subsidiaries, the approximately one-month period ending around the end of each month or such other applicable period, as determined from time to time by the U.S. Borrower in the ordinary course of its business, as the context may require, or, if any such Subsidiary was not in existence on the first day of any such period, the period commencing on the date on which such Subsidiary is incorporated, organized, formed or otherwise created and ending on the last day of such period.

“Fiscal Quarter” means, with respect to the U.S. Borrower or any of its Subsidiaries, the approximately three-month period ending on (a) a day at the end of February or the beginning of March, (b) a day at the end of May or the beginning of June, (c) a day at the end of August or the beginning of September or (d) a day at the end of November or the beginning of December, as the case may be, as determined from time to time by the U.S. Borrower in the ordinary course of its business, as the context may require, or, if any such Subsidiary was not in existence on the first day of any such period, the period commencing on the date on which such Subsidiary is incorporated, organized, formed or otherwise created and ending on the last day of such period.

“Fiscal Year” means, with respect to the U.S. Borrower or any of its Subsidiaries, the approximately twelve-month period ending on the last Sunday in November in each year (or, with respect to certain Foreign Subsidiaries due to local statutory requirements, November 30 of each year) or, if any such Subsidiary was not in existence on such day in November in any calendar year, the period commencing on the date on which such Subsidiary is incorporated, organized, formed or otherwise created and ending on the last Sunday (or, if applicable, November 30) of the next succeeding November.

24.

“Foreign Inventory Transaction” means any financing with any Person of Inventory owned by a Foreign Subsidiary (other than a Canadian Subsidiary) which is, upon completion of such financing, treated as Indebtedness.

“Foreign Receivables” means all obligations of any obligor (whether now existing or hereafter arising) under a contract for sale of goods or services by Foreign Subsidiaries (other than a Canadian Subsidiary), which includes any obligation of such obligor (whether now existing or hereafter arising) to pay interest, finance charges or amounts with respect thereto, and, with respect to any of the foregoing receivables or obligations, (a) all of the interest of Foreign Subsidiaries (other than a Canadian Subsidiary) in the goods (including returned goods) the sale of which gave rise to such receivable or obligation after the passage of title thereto to any obligor, (b) all other Liens and property of Foreign Subsidiaries (other than a Canadian Subsidiary) subject thereto from time to time purporting to secure payment of such receivables or obligations, (c) all guaranties, insurance, letters of credit and other agreements or arrangements of whatever character from time to time supporting or securing payment of any such receivables or obligations, (d) all books and records relating to the foregoing, lockbox accounts containing primarily proceeds of the foregoing, and other similar related assets of Foreign Subsidiaries (other than a Canadian Subsidiary) customarily transferred (or in which security interests are customarily granted) to purchasers in receivables purchase transactions that are treated as sales under GAAP, (e) all rights of Foreign Subsidiaries (other than a Canadian Subsidiary) to refunds on account of value added tax in respect of goods sold to an obligor, any receivable from whom is or becomes a defaulted receivable, and (f) proceeds of or judgments relating to any of the foregoing, any debts represented thereby and all rights of action against any Person in connection therewith.

“Foreign Subsidiary” means any Subsidiary of the U.S. Borrower, other than a Domestic Subsidiary.

“Funding Accounts” has the meaning assigned to such term in Section 4.01(g).

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means the government of the United States of America, Canada, any other nation or any political subdivision thereof, whether provincial, territorial, state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

25.

“Hedge Provider” means a Lender or an Affiliate of a Lender and that enters into a Swap Agreement, in each case, in its capacity as a party to such Swap Agreement.

“Impacted Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate.”

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, and (k) all obligations of such Person under any liquidated earn-out. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by any Loan Party under any Loan Document and (b) Other Taxes.

“Insolvency Laws” means each of the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), and the Winding-Up and Restructuring Act (Canada), each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency or other similar law of any jurisdiction, including any law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it.

“Insolvent” means, when used with respect to any Person, that at the time of determination:

(a)    the assets of such Person, at a fair valuation, are less than the total amount of its debts (including contingent liabilities);

(b)    the present fair saleable value of its assets is less than its probable liability on its existing debts as such debts become absolute and matured;

(c)    it is then unable and does not expect to be able to pay its debts (including contingent debts and other commitments) as they mature; and

(d)    it has capital insufficient to carry on its business as conducted and as proposed to be conducted.

26.

For purposes of determining whether a Person is Insolvent, the amount of any contingent liability shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Interest Election Request” means a request by the Borrower Representative to convert or continue a Revolving Borrowing in accordance with Section 2.08.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan) or Canadian Prime Rate Loan, the first Business Day of each calendar quarter and the Maturity Date, (b) with respect to any Eurodollar Loan or CDOR Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part (and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period) and the Maturity Date and (c) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid and the Maturity Date.

“Interest Period” means, (a) with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, if available to each applicable Lender, twelve months or fourteen days) thereafter and (b) with respect to any CDOR Rate Borrowing, the period commencing on the date of such Borrowing and ending on the date which is 30, 60 or 90 days thereafter, in each case, as the Borrower Representative may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded upward to four decimal places) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.

“Inventory” has the meaning assigned to such term in the U.S. Security Agreement.

“Inventory Reserves” shall mean reserves against Inventory equal to the sum of the following:

(a)    a reserve for shrink, or discrepancies that arise pertaining to inventory quantities;

(b)    a reserve determined by the Administrative Agent in its Permitted Discretion for Inventory that is discontinued or slow-moving;

(c)    a reserve for Inventory which is designated to be returned to vendor or which is recognized as damaged or off quality by a Loan Party;

27.

(d)    a lower of the cost or market reserve for any differences between a Borrower’s actual cost to produce versus its selling price to third parties, determined on a product line basis; and

(e)    any other reserve as deemed appropriate by the Administrative Agent in its Permitted Discretion, from time to time.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit; provided that customary trade credit extended and paid in the ordinary course of business shall not constitute Investments. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment (other than adjustments for the repayment of, or the refund of capital with respect to, the original principal amount of any such Investment).

“Investment Policies” means the U.S. Borrower’s Investment Policies, as adopted by the U.S. Borrower and set forth in a writing delivered to the Administrative Agent by a Financial Officer of the U.S. Borrower from time to time.

“IRS” means the United States Internal Revenue Service.

“Issuing Banks” means, individually and collectively as the context may require, each U.S. Issuing Bank and Multicurrency Issuing Bank.

“ITA” means the Income Tax Act (Canada), as amended.

“Joinder Agreement” means a Canadian Joinder Agreement or a U.S. Joinder Agreement.

“JPMCB” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.

“LC Alternative Currency” means (a) Sterling, (b) Euro or (c) any other lawful currency (other than Dollars) acceptable to the Administrative Agent and the applicable U.S. Issuing Bank (in the case of U.S. Letters of Credit) or the applicable Multicurrency Issuing Bank (in the case of Multicurrency Letters of Credit) or which, in the case of this clause (c), is freely transferable and convertible into Dollars and is freely available to the applicable U.S. Issuing Bank or Multicurrency Issuing Bank.

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit, including in respect of a time draft presented thereunder; provided that, with respect to any component of any such amount in an LC Alternative Currency under a U.S. Letter of Credit, such amount shall be the Dollar Amount thereof. The date of an LC Disbursement shall be the date of payment by the applicable Issuing Bank under a Letter of Credit or a time draft presented thereunder, as the case may be.

“LC Exposure” means, at any time, the sum of the U.S. LC Exposure and the Multicurrency LC Exposure.

“Lender Parties” means, individually and collectively as the context may require, the U.S. Lender Parties and the Multicurrency Lender Parties.

28.

“Lenders” means the Persons listed on the Commitment Schedule and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Letter of Credit” means (i) any letter of credit (or, to the extent agreed by the relevant Issuing Bank and the Administrative Agent, any other credit support or other credit enhancement instrument or similar document or agreement that an Issuing Bank may from time enter into, including, without limitation, any guaranty, “exposure transmittal memorandum” or other instrument, document or agreement issued or entered into for the purpose of indemnifying any credit exposure of a department, branch or Affiliate of such Issuing Bank or any third party) and or (ii) to provide credit support or other credit enhancement to an Issuing Bank that issues any letter of credit or other instrument described in clause (i) above, in each case, issued (or deemed issued) in accordance with Section 2.06.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any applicable Interest Period, the London interbank offered rate administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars) for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that, (x) if any LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement and (y) if the LIBO Screen Rate shall not be available at such time for a period equal in length to such Interest Period (an “Impacted Interest Period”), then the LIBO Rate shall be the Interpolated Rate at such time, subject to Section 2.14 in the event that the Administrative Agent shall conclude that it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error); provided, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding the above, to the extent that “LIBO Rate” or “Adjusted LIBO Rate” is used in connection with an ABR Borrowing, such rate shall be determined as modified by the definition of “Alternate Base Rate.”

“LIBO Screen Rate” has the meaning assigned to such term in the definition of “LIBO Rate.”

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Line Cap” has the meaning set forth in the definition of “Availability.”

“Loan Documents” means this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications, the Collateral Documents and all other agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent, the Multicurrency Administrative Agent or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts and letter of credit agreements whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent, the Multicurrency Administrative Agent or any

29.

Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loan Guarantor” or “Guarantor” means each Canadian Guarantor or U.S. Guarantor.

“Loan Guaranty” means the Canadian Loan Guaranty and the U.S. Loan Guaranty.

“Loan Parties” means the Canadian Loan Parties and the U.S. Loan Parties.

“Loans” means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans and Protective Advances.

“LOS Business” means the ownership and operation by the U.S. Borrower or a Subsidiary of the U.S. Borrower, whether directly or through joint ventures with third parties in partnership, corporate or other form, of businesses engaged solely in selling apparel and accessories and related products including, without limitation, selling through retail stores, outlet stores, telephone sales, catalog or other mail orders, and electronic sales. LOS Business shall not include any business engaging in manufacturing or in selling and in manufacturing.

“LS&Co. Deferred Compensation Plan” has the meaning specified in Section 6.05(h).

“LS&Co. Trust” has the meaning specified in Section 6.05(h).

“LS&Co. Trust Agreement” has the meaning specified in Section 6.05(h).

“LSIFCS” means Levi Strauss International Group Finance Coordination Services BVA, a Belgian corporation, and/or any other Affiliate of the U.S. Borrower providing services similar to the services provided by such entity to the U.S. Borrower in the ordinary course of business, and any of their respective successors.

“Material Adverse Effect” means any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the business, assets, operations or financial condition, of the U.S. Borrower and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party as and when due, (c) the Collateral, or the Administrative Agent’s Liens (on behalf of itself and the Lenders) on the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the Administrative Agent, the Multicurrency Administrative Agent, the Issuing Banks or the Lenders under any of the Loan Documents.

“Material Domestic Subsidiary” means any domestic or Canadian Subsidiary of the U.S. Borrower, (i) the net book value of which is $5,000,000 or more or (ii) the annual gross revenue of which is $15,000,000 or more.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the U.S. Borrower and its Subsidiaries in an aggregate principal amount exceeding $50,000,000. For purposes of determining Material Indebtedness, the “obligations” of any Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

30.

“Maturity Date” means the fifth anniversary of the Second Amendment Effective Date or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

“Maximum Canadian Liability” has the meaning assigned to such term in Section 11.10.

“Maximum U.S. Liability” has the meaning assigned to such term in Section 10.10.

“Minimum Excess Availability Amount” means the greater of (x) $65,000,000 and (y) 10% of the Line Cap.

“Minimum Intercompany Transaction Requirement” means that after giving effect to any proposed intercompany Investment, intercompany Indebtedness or intercompany Disposition and all other intercompany Investments, intercompany Indebtedness and intercompany Dispositions occurring during each period commencing when Availability falls below the greater of (x) $75,000,000 and (y) 10% of the Line Cap and ending when Availability is at least the greater of (x) $75,000,000 and (y) 10% of the Line Cap, no net transfer of cash and/or property (i) from the U.S. Loan Parties to any Subsidiary that is not a U.S. Loan Party or (ii) from the Canadian Loan Parties to any Subsidiary that is not a Loan Party in excess of $30,000,000 in the aggregate for all such transfers during such period shall have occurred.

“Moody’s” means Moody’s Investors Service, Inc.

“Multicurrency Administrative Agent” means JPMorgan Chase Bank, N.A., Toronto Branch, in its capacity as administrative agent under the Multicurrency Facility, and its successors in such capacity.

“Multicurrency Commitment” means, with respect to each Multicurrency Revolving Lender, the commitment of such Multicurrency Revolving Lender to make Multicurrency Revolving Loans and to acquire participations in Multicurrency Letters of Credit and Multicurrency Protective Advances hereunder, expressed as an amount representing the maximum possible aggregate amount of such Multicurrency Revolving Lender’s Multicurrency Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such Multicurrency Revolving Lender pursuant to Section 9.04. The initial amount of each Multicurrency Revolving Lender’s Multicurrency Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Multicurrency Revolving Lender shall have assumed its Multicurrency Commitment, as applicable. The aggregate amount of the Multicurrency Commitments as of the Second Amendment Effective Date is $50,000,000.

“Multicurrency Credit Exposure” means, as to any Multicurrency Revolving Lender at any time, the sum of (a) such Lender’s Multicurrency Revolving Exposure plus (b) a Dollar Amount equal to such Lender’s Applicable Percentage of the aggregate amount of Multicurrency Protective Advances outstanding.

“Multicurrency Facility” means, collectively, the Multicurrency Commitments and the extensions of credit made thereunder.

“Multicurrency Issuing Banks” means, individually and collectively as the context may require, JPMorgan Chase Bank, N.A., Toronto Branch, Bank of America, N.A. (acting through its Canada Branch) and any other Lender that has agreed to act as a Multicurrency Issuing Bank and is reasonably

31.

acceptable to the Administrative Agent and the Borrower Representative, each in its capacity as an issuer of Multicurrency Letters of Credit hereunder, and its successors and assigns in such capacity as provided in Section 2.06(j). Each Multicurrency Issuing Bank may, in its sole discretion, arrange for one or more Multicurrency Letters of Credit to be issued by Affiliates of such Multicurrency Issuing Bank, in which case the term “Multicurrency Issuing Bank” shall include any such Affiliate with respect to Multicurrency Letters of Credit issued by such Affiliate.

“Multicurrency LC Exposure” means, at any time, the sum of (a) the Dollar Amount of the aggregate undrawn amount of all outstanding Multicurrency Letters of Credit plus (b) the aggregate Dollar Amount of all LC Disbursements relating to Multicurrency Letters of Credit that have not yet been

reimbursed by or on behalf of the Borrowers. The Multicurrency LC Exposure of any Multicurrency Revolving Lender at any time shall be its Applicable Percentage of the aggregate Multicurrency LC Exposure at such time.

“Multicurrency Lender Parties” means, individually and collectively as the context may require, the Multicurrency Administrative Agent, the Multicurrency Revolving Lenders, the Bank Product Providers, the Hedge Providers and the Multicurrency Issuing Banks.

“Multicurrency Letter of Credit” means any Letter of Credit issued pursuant to the Multicurrency Facility.

“Multicurrency Loans” means, individually and collectively as the context may require, the Multicurrency Revolving Loans and the Multicurrency Protective Advances.

“Multicurrency Protective Advance” has the meaning assigned to such term in Section 2.04(a).

“Multicurrency Revolving Exposure” means, with respect to any Multicurrency Revolving Lender at any time, the sum of (a) the outstanding Dollar Amount of Multicurrency Revolving Loans of such Multicurrency Revolving Lender at such time, plus (b) an amount equal to such Multicurrency Revolving Lender’s Applicable Percentage of the Multicurrency LC Exposure at such time.

“Multicurrency Revolving Lenders” means the Persons listed on the Commitment Schedule (or an Affiliate or branch of any such Person that is acting on behalf of such Person, in which case the term “Multicurrency Revolving Lenders” shall include any such Affiliate or branch with respect to the Multicurrency Revolving Loans made by such Affiliate or branch) as having a Multicurrency Commitment and any other Person that shall acquire a Multicurrency Commitment, other than any such Person that ceases to be a Multicurrency Revolving Lender pursuant to an Assignment and Assumption.

“Multicurrency Revolving Loan” means a Revolving Loan made by the Multicurrency Revolving Lenders to the Canadian Borrower or U.S. Borrower pursuant to the Multicurrency Commitments.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Orderly Liquidation Value” means, with respect to Inventory or intangibles of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.

“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).

“Non-Paying Canadian Guarantor” has the meaning assigned to such term in Section 11.11.

32.

“Non-Paying U.S. Guarantor” has the meaning assigned to such term in Section 10.11.

“Non-U.S. Lender” means a Lender that is not a U.S. Person.

“Obligations” means, individually and collectively as the context may require, the U.S. Obligations and the Canadian Obligations.

“Ordinary Course Swap Agreements” means any and all Swap Agreements (including any options to enter into any Swap Agreement), in each case that are (or were) entered into by any Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated to be held by such Person and not for purposes of speculation; provided that Ordinary Course Swap Agreements shall not include customary spot foreign exchange transactions engaged in solely for the purpose of settling foreign currency denominated trade payables and receivables in the ordinary course of business.

“Organizational Documents” means, as to any Person, the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person.

“Original Credit Agreement” shall have the meaning provided in the recitals hereto.

“Original Currency” has the meaning assigned to such term in Section 9.19.

“Original Effective Date” means the date of the Original Credit Agreement, which was September 30, 2011.

“Original Transactions” means the “Transactions” as defined in the Original Credit Agreement.

“Other Connection Taxes” means, with respect to any Person, Taxes imposed as a result of a present or former connection between such Person and the jurisdiction imposing such Taxes (other than a connection arising solely from any Loan Documents or any transactions contemplated thereby).

“Other Excluded Taxes” means any present or future stamp, court, documentary, intangible, recording, filing or similar excise or property Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, this Agreement that are Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 2.19(b)).

“Other Taxes” means any present or future stamp, court, documentary, intangible, recording, filing or similar excise or property taxes, except for Other Excluded Taxes.

“Outstanding Receivables Amount” shall mean, at any time of determination, the excess of (i) the face amount of all Accounts and other payment obligations disposed of pursuant to Section 6.05(g) prior to such time minus (ii) any amount included in clause (i) above that is attributable to Accounts and other payment obligations with a stated due date prior to such time.

“Parent” means, with respect to any Lender, the Person as to which such Lender is, directly or indirectly, a subsidiary.

“Participant” has the meaning assigned to such term in Section 9.04(c).

33.

“Participant Register” has the meaning assigned to such term in Section 9.04(c).

“Patriot Act” has the meaning assigned to such term in Section 9.14.

“Paying Canadian Guarantor” has the meaning assigned to such term in Section 11.11.

“Paying U.S. Guarantor” has the meaning assigned to such term in Section 10.11.

“Payment Conditions” means, at the time of determination with respect to a specified transaction or payment (or declaration of payment), that (a) no Default then exists or would arise as a result of the entering into of such transaction or the making of such payment, and (b) on a pro forma basis after giving effect to such transaction or payment, average Availability for the 30-day period immediately preceding the date of such transaction or payment (or declaration of payment) is equal to or greater than the greater of (x) $125,000,000 and (y) 17.5% of the Line Cap.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“Permitted Encumbrances” means:

(a)    Liens created pursuant to any Loan Document;

(b)    Liens for taxes which are not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted so long as (i) adequate reserves in accordance with GAAP are being maintained on the books of the applicable Person or (ii) if the applicable Person has not yet determined whether reserves are required to be maintained in accordance with GAAP, the amount of all such reserves that may be required if this subclause (ii) is applicable do not exceed $10,000,000 in the aggregate;

(c)    Liens consisting of assignments, pledges or deposits in the ordinary course of business in connection with, or securing obligations under, workers’ compensation laws, unemployment insurance and similar legislation, or securing surety bonds or other similar bonds which, in turn, secure obligations under the aforementioned laws, insurance and legislation;

(d)    Liens consisting of assignments, pledges or deposits in the ordinary course of business, securing the performance of, or payment in respect of, bids, tenders, leases (including a sale-leaseback and associated operating lease) and contracts including rental agreements (other than for the repayment of Indebtedness) or securing guarantees, standby letters of credit, indemnity, performance or other similar bonds which, in turn, secure obligations in respect of bids, tenders, leases and contracts;

(e)    Liens consisting of assignments, pledges or deposits securing the performance of, or payment in respect of, statutory obligations (other than Liens arising under ERISA or Environmental Liens), surety and appeal bonds (other than bonds related to judgments or litigation) or indemnity or performance bonds or guarantees or standby letters of credit which, in turn, secure such statutory obligations or bonds;

(f)    materialmen’s, mechanics’, workmen’s and repairmen’s Liens securing obligations which are not overdue for more than sixty (60) days and carriers’ and warehousemen’s Liens and other similar

34.

Liens arising in the ordinary course of business securing obligations which are not overdue more than sixty (60) days or, in each case, which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves as required by GAAP with respect thereto are maintained on the books of the applicable Person;

(g)    easements, rights-of-way, zoning restrictions and other similar encumbrances on title to real property that were not incurred in connection with and do not secure Indebtedness and do not, either individually or in the aggregate, materially interfere with the ordinary conduct of the U.S. Borrower and its Subsidiaries, taken as a whole;

(h)    Liens arising from judgments, awards and attachments in connection with court proceedings, provided that the attachment or enforcement of such Liens would not result in an Event of Default under clause (k) of Article VII, such Liens are being contested in good faith by appropriate proceedings, such contested proceedings conclusively operate to stay the sale of any property subject to such Liens and adequate reserves in accordance with GAAP have been set aside;

(i)    undetermined or inchoate Liens incidental to current operations which have not yet been filed pursuant to applicable law or which relate to obligations not yet due or delinquent; and

(j)    the reservations, limitations, provisos and conditions expressed in any original grants from the Crown of real or immoveable property, which do not materially impair the use of the affected land for the purpose used or intended to be used by that Person;

provided, that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness, except with respect to clauses (a) and (h) above.

“Permitted Foreign Receivables Transaction” means any arrangement of Foreign Subsidiaries (other than Canadian Subsidiaries) providing for sales, transfers or conveyances of, or granting of security interests in, Foreign Receivables that do not provide, directly or indirectly, for recourse against the seller of such Foreign Receivables (or against any of such seller’s Affiliates) by way of a guarantee or any other support arrangement, with respect to the amount of such Foreign Receivables (based on the financial condition or circumstances of the obligor thereunder), other than such limited recourse as is reasonable given market standards for receivables purchase transactions that are treated as sales under GAAP, taking into account such factors as historical bad debt loss experience and obligor concentration levels.

“Permitted Refinancing Indebtedness” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the original principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the earlier of (x) the final maturity date of the Indebtedness so modified, refinanced, refunded, renewed or extended and (y) the date which is six months after the Maturity Date, (c) such modification, refinancing, refunding, renewal or extension has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (d) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded,

35.

renewed or extended and (e) such Indebtedness is not secured by Liens on any assets of the Loan Parties other than the assets securing the Indebtedness being modified, refinanced, refunded, renewed or extended and the proceeds thereof.

“Permitted Transferees” has the meaning specified in the Stockholders Agreement dated as of April 15, 1996 between the U.S. Borrower and the stockholders of the U.S. Borrower party thereto as in effect as of the Original Effective Date, except that transferees pursuant to Section 2.2(a)(x) thereof shall not be deemed to be Permitted Transferees for purposes of this Agreement.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“PPSA” means the Personal Property Security Act (Ontario), including the regulations thereto, provided that, if perfection or the effect of perfection or non-perfection or the priority of any Lien created hereunder on the Canadian Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction other than Ontario, “PPSA” means the Personal Property Security Act or such other applicable legislation in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate at its principal offices in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Prior Claims” means all Liens created by applicable law (in contrast with Liens voluntarily granted) which rank or are capable of ranking prior or pari passu with the Liens created by the Collateral Documents (or interests similar thereto under applicable law) including for amounts owing for employee source deductions, vacation pay, goods and services taxes, sales taxes, harmonized sales taxes, municipal taxes, workers’ compensation, pension fund obligations in respect of Canadian Pension Plans, overdue rents and amounts that may become due under the Wage Earner Protection Program Act (Canada), as amended, with respect to the employees of any Loan Party that are employed in Canada, which would give rise to a Lien with priority under applicable law over the Lien granted by the Canadian Loan Parties in favor of the Administrative Agent (for the benefit of the Canadian Loan Parties, securing the Canadian Secured Obligations).

“Projections” has the meaning assigned to such term in Section 5.01(d).

“Protective Advance” means a U.S. Protective Advance or a Multicurrency Protective Advance.

“Public Equity Offering” means an underwritten public offering of common stock of the U.S. Borrower under an effective registration statement under the Securities Act of 1933, as amended.

“Public Market” means any time after a Public Equity Offering has been consummated and at least fifteen percent (15%) of the total issued and outstanding common stock of the U.S. Borrower has been distributed by means of an effective registration statement under the Securities Act of 1933, as amended.

36.

“Real Estate” means all now or hereafter owned or leased estates in real property of the U.S. Borrower, including, without limitation, all fees, leaseholds and future interests, together with all of the U.S. Borrower’s now or hereafter owned or leased interests in the improvements thereon, the fixtures attached thereto and the easements appurtenant thereto.

“Real Estate Financing Transactions” means any arrangement with any Person pursuant to which the U.S. Borrower or any of its Subsidiaries incurs Indebtedness secured by a Lien on real property of the U.S. Borrower or any of its Subsidiaries and related personal property (but excluding Collateral).

“Register” has the meaning assigned to such term in Section 9.04.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, employees, agents and advisors of such Person and such Person’s Affiliates.

“Release” means a release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Contaminant into the indoor or outdoor environment or into or out of any Real Estate or other property, including the movement of Contaminants through or in the air, soil, surface water, groundwater or Real Estate or other property.

“Rent Reserve” means, with respect to any store, warehouse distribution center, regional distribution center or depot where any Inventory subject to Liens arising by operation of law is located, a reserve equal to two (2) months’ rent at such store, warehouse distribution center, regional distribution center or depot.

“Report” means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the assets of the Loan Parties from information furnished by or on behalf of the Borrowers, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent.

“Required Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Credit Exposure and unused Commitments representing more than 50% of the sum of the Aggregate Credit Exposure and unused Commitments.

“Requirement of Law” means, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserves” means Dilution Reserves, Inventory Reserves, Rent Reserves and any other reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including, without limitation, an availability reserve, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, reserves for consignee’s, warehousemen’s and bailee’s charges, reserves for Swap Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation and reserves for taxes, fees, assessments, and other governmental charges and Prior Claims) with respect to the Collateral or any Loan Party. For purposes of this Agreement, the parties hereto hereby agree that no Reserve shall be established against the U.S. Borrowing Base in respect of obligations of the Canadian Loan Parties under Canadian Benefit Plans and/or Canadian Pension Plans.

37.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the U.S. Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the U.S. Borrower or any option, warrant or other right to acquire any such Equity Interests in the U.S. Borrower.

“Revolving Exposure” means the Multicurrency Revolving Exposure and the U.S. Revolving Exposure.

“Revolving Exposure Limitations” has the meaning assigned to such term in Section 2.01.

“Revolving Lender” means a U.S. Revolving Lender or Multicurrency Revolving Lender.

“Revolving Loan” means a U.S. Revolving Loan or a Multicurrency Revolving Loan.

“S&P” means Standard & Poor’s Financial Services LLC, a part of McGraw-Hill Financial.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the United Nations Security Council, the EU member state, or Her Majesty’s Treasury of the United Kingdom or (c) the Canadian government or any agency thereof.

“Sanctioned Country” means, at any time, a country, region or territory which is itself, or whose government is, the subject or target of any Sanctions (at the time of the Second Amendment Effective Date, Cuba, Iran, North Korea, Sudan, Syria and Crimea).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any EU member state or Her Majesty’s Treasury of the United Kingdom or by the Canadian government or any agency thereof, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“Second Amendment Effective Date” means the date on which the conditions precedent in Section 4.01 are satisfied, which date is May 23, 2017.

“Second Currency” has the meaning assigned to such term in Section 9.19.

“Secured Leverage Ratio” means, on any date, the ratio of (a) Total Secured Indebtedness on such date to (b) Consolidated EBITDA for the most recent four Fiscal Quarters ending prior to such date for which financial statements have been delivered pursuant to Section 5.01(a) or (b). In addition, for purposes of calculating the ratio, the aggregate Commitments shall be deemed to be fully drawn at all times for purposes of determining the ratio. In addition to and without limitation of the foregoing, for purposes of this definition, this ratio shall be calculated after giving effect to the following:

(a)    if since the beginning of that period the U.S. Borrower or any Subsidiary shall have made any Disposition outside the ordinary course of business or an Investment (by merger or otherwise) in any Subsidiary (or any Person which becomes a Subsidiary) or an acquisition of property which constitutes all or substantially all of an operating unit of a business,

38.

(b)    if the transaction giving rise to the need to calculate the Secured Leverage Ratio involves a Disposition, Investment or acquisition, or

(c)    since the beginning of that period any Person (that subsequently became a Subsidiary or was merged with or into the U.S. Borrower or any Restricted Subsidiary since the beginning of the four Fiscal Quarter period) shall have made such a Disposition, Investment or acquisition,

Consolidated EBITDA for that period shall be calculated after giving pro forma effect to the asset sale, Investment or acquisition as if the asset sale, Investment or acquisition occurred on the first day of the applicable period in accordance with Regulation S-X promulgated under the United States Securities Act of 1933, as amended.

“Secured Obligations” means, individually and collectively as the context may require, the U.S. Secured Obligations and the Canadian Secured Obligations.

“Security Agreements” means, individually and collectively as the context may require, the U.S. Security Agreement and the Canadian Security Agreement.

“Settlement” has the meaning assigned to such term in Section 2.05(c).

“Settlement Date” has the meaning assigned to such term in Section 2.05(c).

“Short-term Investments” means, as of any date of determination, (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or, in the case of a Canadian Loan Party, the Canadian government or (ii) issued by any agency of the United States or, in the case of a Canadian Loan Party, Canada, in each case maturing within one year after such date; (b) taxable or tax-exempt marketable direct obligations issued by any state of the United States or, in the case of a Canadian Loan Party, any province, commonwealth or territory or any political subdivision of any such state, province, commonwealth or territory or any public instrumentality thereof, in each case having, at the time of the acquisition thereof, a rating of at least A- from S&P or the equivalent thereof from another nationally recognized rating agency; (c) commercial paper maturing no more than two hundred seventy (270) days from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or the equivalent thereof from another nationally recognized rating agency; (d) time deposits, certificates of deposit or bankers’ acceptances issued or accepted by any Lender or by any commercial bank organized under the laws of the United States, any state thereof or an OECD country, having, at such date, a rating of at least A- from S&P or the equivalent thereof from another nationally recognized rating agency (except as otherwise approved by the Treasurer of the U.S. Borrower in a manner consistent with board-approved policy) or by a primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York; (e) repurchase agreements with financial institutions organized under the laws of the United States, any state thereof or an OECD country, having, at such date, a rating of at least A- from S&P or the equivalent thereof from another nationally recognized rating agency (except as otherwise approved by the Treasurer of the U.S. Borrower in a manner consistent with board-approved policy) or with a primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York; (f) Dollar denominated fixed or floating rate notes and foreign currency denominated fixed or floating rate notes, in each case having, at the time of the acquisition thereof, a rating of at least A or A-1 from S&P or the equivalent thereof from another nationally recognized rating agency; (g) variable rate demand notes with interest reset period and related put at par at 7-day intervals

39.

and having, at the time of the acquisition thereof, a rating of at least AA from S&P or the equivalent thereof from another nationally recognized rating agency; (h) money market preferred funds with dividend reset period and related put at par at a maximum of 60-day intervals and having, at the time of the acquisition thereof, a rating of at least AA from S&P or the equivalent thereof from another nationally recognized rating agency; and (i) money market funds that (x) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 or (y) in the case of any Canadian Loan Party, are money market mutual funds (as defined in National Instrument 81-102 Mutual Funds) that are reporting issuers (as defined under Ontario securities law) in the Province of Ontario, (ii) are rated at least A- by S&P or the equivalent thereof from another nationally recognized ratings agency and (iii) have portfolio assets of at least $1,000,000,000.

“Solvent” means, when used with respect to

(A)    any Person (other than a Canadian Loan Party), that at the time of determination:

(a)    its assets, at a fair valuation, are in excess of the total amount of its debts (including contingent liabilities);

(b)    the present fair saleable value of its assets is greater than its probable liability on its existing debts as such debts become absolute and matured;

(c)    it is then able and expects to be able to pay its debts (including contingent debts and other commitments) as they mature; and

(d)    has capital sufficient to carry on its business as conducted and as proposed to be conducted; and

(B)    any Canadian Loan Party, means

(a)    the property of such Person, at a fair valuation, is greater than the total amount of its debts and liabilities, subordinated, contingent or otherwise;

(b)    such Person’s property is sufficient, if disposed of at a fairly conducted sale under legal process, to enable payment of all its obligations, due and accruing due;

(c)    such Person will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities generally become due; and

(d)    such Person has not ceased paying its current obligations in the ordinary course of business as they generally become due.

For purposes of determining whether a Person is Solvent, the amount of any contingent liability shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Spot Rate” means, on any date, as determined by the Administrative Agent, the spot selling rate posted by Reuters on its website for the sale of the applicable currency for Dollars at approximately 9:00 a.m., Pacific time, on such date (the “Applicable Quotation Date”); provided, that if, for any reason, no such spot rate is being quoted, the spot selling rate shall be determined by reference to such publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent, or, in the event no such service is selected, such spot selling rate shall instead be the rate

40.

reasonably determined by the Administrative Agent as the spot rate of exchange in the market where its foreign currency exchange operations in respect of the applicable currency are then being conducted, at or about 9:00 a.m., Pacific time, on the Applicable Quotation Date for the purchase of the relevant currency for delivery two Business Days later.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Obligations to the written satisfaction of the Administrative Agent in its reasonable discretion.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any direct or indirect subsidiary of the U.S. Borrower.

“Supermajority Revolving Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Credit Exposure and unused Commitments representing at least 66-2/3% of the sum of the Aggregate Credit Exposure and unused Commitments.

“Swap Agreement” means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries shall be a Swap Agreement.

“Swap Obligations” of a Loan Party or LSIFCS means any and all obligations of such Loan Party or LSIFCS, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements, (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction and (c) any “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

41.

“Swingline Exposure” means, at any time, the sum of the aggregate outstanding amount of all outstanding Swingline Loans. The Swingline Exposure of any U.S. Revolving Lender at any time shall be its Applicable Percentage of the aggregate Swingline Exposure.

“Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.

“Swingline Loan” has the meaning assigned to such term in Section 2.05(a).

“Taxes” means any present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, and other similar fees or charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Taxing Authority” means any Governmental Authority responsible for the administration or collection of any Tax.

“Third Party Logistics Goods” means finished goods consisting of returns, irregulars, closeouts, seconds, samples and other similar goods owned by the U.S. Loan Parties and held by a third party logistics provider.

“Total Commitment” means the sum of the Commitments of all the Lenders.

“Total Indebtedness” means, at any date, the aggregate principal amount of all Indebtedness of the U.S. Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

“Total Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness on such date to (b) Consolidated EBITDA with adjustments (calculated in a manner consistent with the calculation of Consolidated EBITDA set forth in the definition of Secured Leverage Ratio) for the most recent four Fiscal Quarters ending prior to such date for which financial statements have been delivered pursuant to Section 5.01(a) or (b).

“Total Secured Indebtedness” means, at any date, the aggregate principal amount of all Indebtedness of the U.S. Borrower and its Subsidiaries at such date that is secured by a Lien on any assets of the U.S. Borrower or any of its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Trademark Amount” means on any day, the Trademark Component of the U.S. Borrowing Base on such day.

“Trademark Component” means (i) prior to the Trademark Release Date, (x) initially $350,000,000 and (y) to the extent an appraisal is required to be obtained for the Eligible Trademark Collateral following the Second Amendment Effective Date pursuant to Section 5.11(a) the lesser of (I) $350,000,000 and (II) 65% of the Net Orderly Liquidation Value of the Eligible Trademark Collateral and (ii) from and after the Trademark Release Date, $0.

“Trademark Release Date” means the date on which the Administrative Agent’s Lien on the Eligible Trademark Collateral is released in accordance with Section 9.02(c).

42.

“Transactions” means the execution, delivery and performance by the Borrowers of this Agreement, the borrowing of Loans and other credit extensions hereunder, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate, the Canadian Prime Rate or the CDOR Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

“U.S. Availability Cash Collateral Account” means an account of a U.S. Loan Party held with the Administrative Agent (or Bank of America, N.A. or one of its affiliates) designated by the Borrower Representative as a “U.S. Availability Cash Collateral Account” and, from and after the tenth Business Day following the Original Effective Date, subject to a blocked account agreement in form and substance reasonably satisfactory to the Administrative Agent.

“U.S. Borrower” has the meaning assigned to such term by the introductory paragraph to this Agreement.

“U.S. Borrower Multicurrency Facility Outstandings” means, at any time, the Multicurrency Revolving Exposure at such time minus the Canadian Borrower Outstandings at such time.

“U.S. Borrowing Base” means, as of any date of determination (without duplication), the sum of (i) 100% of cash and Cash Equivalent balances in Dollars of the U.S. Loan Parties in the U.S. Borrowing Base Cash Collateral Account and the U.S. Availability Cash Collateral Account plus (ii) 90% of Eligible Credit Card Receivables of the U.S. Loan Parties plus (iii) 85% of Eligible Accounts of the U.S. Loan Parties plus (iv) 50% of the value of Eligible Raw Materials of the U.S. Loan Parties plus (v) the Trademark Component plus (vi) the lesser of (A)(I) 95% of the lower of cost or market value of Eligible Finished Goods of the U.S. Loan Parties plus (II) 50% of the lower of cost or market value of Eligible Third Party Logistics Goods of the U.S. Loan Parties and (B)(I) 90% of the Net Orderly Liquidation Value of Eligible Retail Finished Goods of the U.S. Loan Parties plus (II) 85% of the Net Orderly Liquidation Value of Eligible Wholesale Finished Goods and Eligible Third Party Logistics Goods of the U.S. Loan Parties (which shall not exceed 100% of the cost of Eligible Wholesale Finished Goods and Eligible Third Party Logistics Goods of the U.S. Loan Parties) minus (vii) without duplication, Reserves established by the Administrative Agent in its Permitted Discretion.

“U.S. Borrowing Base Cash Collateral Account” means, collectively, one or more accounts of the U.S. Loan Parties, as designated from time to time by written notice from the Borrower Representative to the Administrative Agent, held with financial institutions, from and after the tenth Business Day following the Original Effective Date, and subject to control agreements in form and substance reasonably satisfactory to the Administrative Agent.

43.

“U.S. Collateral” means any and all property owned, leased or operated by a Person covered by the U.S. Collateral Documents and any and all other property of any U.S. Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Administrative Agent to secure the Secured Obligations.

“U.S. Collateral Documents” means, collectively, the U.S. Security Agreement and any other documents pursuant to which any U.S. Loan Party grants a Lien upon any property as security for payment of the U.S. Secured Obligations.

“U.S. Collection Account” means a “Collection Account” as defined in the U.S. Security Agreement.

“U.S. Commitment” means, with respect to each U.S. Revolving Lender, the commitment, if any, of such U.S. Revolving Lender to make U.S. Revolving Loans and to acquire participations in U.S. Letters of Credit, Swingline Loans and U.S. Protective Advances hereunder, expressed as an amount representing the maximum possible aggregate amount of such U.S. Revolving Lender’s U.S. Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such U.S. Revolving Lender pursuant to Section 9.04. The initial amount of each U.S. Revolving Lender’s U.S. Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such U.S. Revolving Lender shall have assumed its U.S. Commitment, as applicable. The aggregate amount of the U.S. Commitments as of the Second Amendment Effective Date is $800,000,000.

“U.S. Credit Exposure” means, as to any U.S. Revolving Lender at any time, the sum of (a) such Lender’s U.S. Revolving Exposure plus (b) such Lender’s Applicable Percentage of the aggregate amount of U.S. Protective Advances outstanding.

“U.S. Facility” means, collectively, the U.S. Commitments and the extensions of credit made thereunder.

“U.S. Guaranteed Obligations” has the meaning assigned to such term in Section 10.01.

“U.S. Guarantor” means each U.S. Loan Party (other than, solely with respect to the U.S. Facility, the U.S. Borrower).

“U.S. Issuing Bank” means individually and collectively as the context may require, JPMCB, Bank of America, N.A. or any other Lender that has agreed to act as U.S. Issuing Bank and is reasonably acceptable to the Administrative Agent and the U.S. Borrower, each in its capacity as an issuer of U.S. Letters of Credit hereunder, and its successors and assigns in such capacity as provided in Section 2.06(j). Each U.S. Issuing Bank may, in its sole discretion, arrange for one or more U.S. Letters of Credit to be issued by Affiliates of such U.S. Issuing Bank, in which case the term “U.S. Issuing Bank” shall include any such Affiliate with respect to U.S. Letters of Credit issued by such Affiliate.

“U.S. Joinder Agreement” means a joinder agreement in substantially the form of Exhibit E-1.

“U.S. LC Exposure” means, at any time, the sum of (a) the Dollar Amount of the aggregate undrawn amount of all outstanding U.S. Letters of Credit plus (b) the aggregate Dollar Amount of all LC Disbursements relating to U.S. Letters of Credit that have not yet been reimbursed by or on behalf of the U.S. Borrower. The U.S. LC Exposure of any U.S. Revolving Lender at any time shall be its Applicable Percentage of the aggregate U.S. LC Exposure at such time.

44.

“U.S. Lender Parties” means, individually and collectively as the context may require, the Administrative Agent, the U.S. Revolving Lenders, the U.S. Issuing Banks, the Bank Product Providers, the Hedge Providers and the other Agents.

“U.S. Letter of Credit” means any Letter of Credit issued under the U.S. Facility.

“U.S. Loan Guaranty” means the provisions of Article X of this Agreement.

“U.S. Loan Parties” means, individually and collectively as the context may require, the U.S. Borrower and any direct or indirect Domestic Subsidiary of the U.S. Borrower who becomes a party to a Loan Document.

“U.S. Loans” means, individually and collectively as the context may require, the U.S. Revolving Loans, the Swingline Loans and the U.S. Protective Advances.

“U.S. Obligated Party” has the meaning assigned to such term in Section 10.02.

“U.S. Obligations” means, with respect to the U.S. Loan Parties, all unpaid principal of and accrued and unpaid interest on the U.S. Loans, all U.S. LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the U.S. Loan Parties to the Lenders or to any Lender, the Administrative Agent, any U.S. Issuing Bank or any indemnified party arising under the Loan Documents.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Protective Advance” has the meaning assigned to such term in Section 2.04(a).

“U.S. Revolving Exposure” means, with respect to any U.S. Revolving Lender at any time, the sum of (a) the outstanding principal amount of U.S. Revolving Loans of such U.S. Revolving Lender at such time, plus (b) an amount equal to such U.S. Revolving Lender’s Applicable Percentage of the aggregate principal amount of the Swingline Loans at such time, plus (c) an amount equal to such U.S. Revolving Lender’s Applicable Percentage of the U.S. LC Exposure at such time.

“U.S. Revolving Lenders” means the Persons listed on the Commitment Schedule as having a U.S. Commitment and any other Person that shall acquire a U.S. Commitment pursuant to an Assignment and Assumption, other than any such Person that ceases to be such a Person hereto pursuant to an Assignment and Assumption.

“U.S. Revolving Loan” means a Revolving Loan made to the U.S. Borrower by the U.S. Revolving Lenders.

“U.S. Secured Obligations” means all U.S. Obligations, together with all (a) Banking Services Obligations owing by a U.S. Loan Party or LSIFCS; and (b) Swap Obligations of the U.S. Loan Parties and LSIFCS owing to one or more Hedge Providers; provided that not later than 30 days after such Hedge Provider becomes a Hedge Provider, the Lender or Affiliate of a Lender party thereto (other than JPMCB or any of its Affiliates) shall have delivered written notice to the Administrative Agent that such Person is a Hedge Provider; provided, further that the U.S. Secured Obligations with respect to any Guarantor shall not include Excluded Swap Obligations of such Guarantor.

45.

“U.S. Security Agreement” means that certain Security Agreement, dated as of the Original Effective Date (as amended, amended and restated, supplemented or otherwise modified from time to time), between the U.S. Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent, and the other Lender Parties, and any other pledge or security agreement entered into, after the Original Effective Date by any other U.S. Loan Party (as required by this Agreement or any other Loan Document).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining scheduled installment, sinking fund, serial maturity or other required payment of principal including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

SECTION 1.02.    Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

SECTION 1.03.    Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference in any definition to the phrase “at any time” or “for any period” shall refer to the same time or period for all calculations or determinations within such definition, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04.    Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the Second Amendment Effective Date there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower

46.

Representative notifies the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of, or to account for, such change in GAAP or in the application thereof (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the U.S. Borrower or any Subsidiary at “fair value,” as defined therein. In the event that historical accounting practices, systems or reserves relating to the components of the U.S. Borrowing Base or Canadian Borrowing Base are modified in a manner that is adverse to the Lenders in any material respect, without limitation of the Administrative Agent’s right to establish Reserves as otherwise provided hereunder, the Administrative Agent may maintain additional reserves in respect of the components of the U.S. Borrowing Base or Canadian Borrowing Base, as applicable, and make such other adjustments (which may include maintaining additional reserves, modifying the advance rates or modifying the eligibility criteria for the components of the U.S. Borrowing Base or Canadian Borrowing Base, as applicable) as may be required to eliminate the effects of such changes.

SECTION 1.05.    Currency Matters. For purposes of this Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions or circumstances depend upon compliance with, or are determined by reference to amounts stated in Dollars, such amounts shall be deemed to refer to the amount in Dollars or the equivalent at par Dollar Amount. For purposes of any determination under Section 6.04 or 6.08, the amount of each Investment, disposition or other applicable transaction denominated in a currency other than Dollars shall be converted into Dollars at par Dollar Amount on the date such Investment, disposition or other transaction is consummated. Principal, interest, reimbursement obligations, fees and all other amounts payable under this Agreement or any Loan Document to any Lender Parties shall be payable in the currency in which such Obligations are denominated, unless expressly stated otherwise.

SECTION 1.06.    Effect of this Agreement on the Existing Credit Agreement and the Other Existing Loan Documents.

(a)    Upon satisfaction of the conditions precedent to the effectiveness of this Agreement set forth in Section 4.01, this Agreement shall be binding on the Borrowers, the other Loan Parties party hereto, the Administrative Agent, the Multicurrency Administrative Agent, the Lenders and the other parties hereto, and the Existing Credit Agreement and the provisions thereof shall be replaced in their entirety by this Agreement and the provisions hereof; provided that for the avoidance of doubt (a) the Obligations (as defined in the Existing Credit Agreement) of the Borrowers and the other Loan Parties under the Existing Credit Agreement and the other Loan Documents that remain unpaid and outstanding as of the Second Amendment Effective Date shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (b) all Letters of Credit under and as defined in the Existing Credit Agreement shall continue as Letters of Credit under this Agreement and (c) the Collateral and the Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations on the same terms as prior to the effectiveness hereof. Upon the effectiveness of this Agreement, each Loan Document that was in effect immediately prior to the date of this Agreement shall continue to be effective on its terms unless otherwise expressly stated herein.

47.

(b)    Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement, the other Existing Loan Documents (as defined below) or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower or any Guarantor from any of its obligations or liabilities under the Existing Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith or in connection with the Original Credit Agreement (the “Existing Loan Documents”). Each Loan Party hereby (a) confirms and agrees that each Existing Loan Document to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Second Amendment Effective Date, all references in any such Existing Loan Document to “the Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement, and (b) confirms and agrees that to the extent that any such Existing Loan Document purports to assign or pledge to any of the Agents or the Lenders or the Issuing Banks or the Bank Product Providers or to grant to any of the Agents or the Lenders or the Issuing Banks or the Bank Product Providers a security interest in or lien on, any collateral as security for all or any portion of any of the Secured Obligations of any Borrower or any other Loan Party or LSIFCS, as the case may be, from time to time existing in respect of the Existing Credit Agreement or the Existing Loan Documents, such pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects with respect to this Agreement and the Loan Documents.

ARTICLE II

The Credits

SECTION 2.01.    Commitments. Subject to the terms and conditions set forth herein, each U.S. Revolving Lender severally agrees to make U.S. Revolving Loans to the U.S. Borrower from time to time during the Availability Period and each Multicurrency Revolving Lender severally agrees to make Multicurrency Revolving Loans to either of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in:

(i)    the U.S. Revolving Exposure of any U.S. Revolving Lender exceeding such U.S. Revolving Lender’s U.S. Commitment;

(ii)    the Multicurrency Revolving Exposure of any Multicurrency Revolving Lender exceeding such Multicurrency Revolving Lender’s Multicurrency Commitment;

(iii)    the sum of (x) the U.S. Revolving Exposure plus (y) the U.S. Borrower Multicurrency Facility Outstandings plus (z) the Canadian Borrower Shared Outstandings exceeding the U.S. Borrowing Base; or

(iv)    the Aggregate Revolving Exposure exceeding the sum of (x) the U.S. Borrowing Base plus (y) the lesser of (I) the aggregate Multicurrency Commitment and (II) the Canadian Borrowing Base;

subject to the Administrative Agent’s and Multicurrency Administrative Agent’s authority, in their sole discretion, to make Protective Advances pursuant to the terms of Section 2.04. The limitations on Borrowings referred to in clauses (i) through (iv) are referred to collectively as the “Revolving Exposure Limitations.” Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

48.

SECTION 2.02.    Loans and Borrowings.

(a)    Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05.

(b)    All Borrowings under the U.S. Commitment shall be denominated in Dollars. Borrowings under the Multicurrency Commitment may be in Dollars or Canadian Dollars. Subject to Section 2.14, (i) each Borrowing that is denominated in Dollars shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower Representative may request in accordance herewith, provided that all Borrowings made on the Second Amendment Effective Date must be made as ABR Borrowings but may be converted into Eurodollar Borrowings in accordance with Section 2.08 and (ii) each Borrowing that is denominated in Canadian Dollars shall be comprised entirely of Canadian Prime Rate Loans or CDOR Rate Loans as the Borrower Representative may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement.

(c)    At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. At the commencement of each Interest Period for any CDOR Rate Borrowing, such Borrowing shall be in an aggregate that is an integral multiple of Cdn.$1,000,000 and not less than Cdn.$5,000,000. ABR Revolving Borrowings shall be in an integral multiple of $1,000,000 and not less than $2,000,000. Canadian Prime Rate Borrowings shall be in an integral multiple of Cdn.$1,000,000 and not less than Cdn.$2,000,000. Each Swingline Loan shall be in an amount that is an integral multiple of $25,000 and not less than $100,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurodollar Borrowings and/or CDOR Rate Borrowings outstanding.

(d)    Notwithstanding any other provision of this Agreement, the Borrower Representative shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03.    Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower Representative shall notify the Administrative Agent (in the case of a requested Borrowing under the U.S. Facility) or the Multicurrency Administrative Agent with a copy to the Administrative Agent (in the case of a requested Borrowing under the Multicurrency Facility), of such request either in writing (delivered by hand or facsimile) in a form approved by the Applicable Administrative Agent and signed by the Borrower Representative or by telephone (i) with respect to U.S. Revolving Loans, not later than (a) in the case of a Eurodollar Borrowing, 12:00 noon, Pacific time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, 10:00 a.m., Pacific time (or, in the case of a request for a Swingline Loan, 12:00 noon Pacific time), on the date of the proposed Borrowing and (ii) with respect to Multicurrency Revolving Loans, not later than (a) in the case of CDOR Rate Borrowings, 1:00 p.m., Toronto time, three Business Days prior to the date of the proposed Borrowing and (b) in the case of Canadian Prime Rate Borrowings or ABR Borrowings, 1:00 p.m.,

49.

Toronto time, one Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent (if a U.S. Revolving Loan) or the Multicurrency Administrative Agent with a copy to the Administrative Agent (if a Multicurrency Revolving Loan), of a written Borrowing Request in a form approved by the Applicable Administrative Agent and signed by the Borrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:

(i)    the name of the applicable Borrower;

(ii)    whether such Borrowing is to be a Borrowing under the U.S. Facility or the Multicurrency Facility;

(iii)    the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;

(iv)    the date of such Borrowing, which shall be a Business Day;

(v)    whether such Borrowing is to be an ABR Borrowing, a Eurodollar Borrowing, a Canadian Prime Rate Borrowing or a CDOR Rate Borrowing; and

(vi)    in the case of a Eurodollar Borrowing or CDOR Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.”

If no election as to the Type of Borrowing is specified, then (A) a Borrowing of U.S. Revolving Loans or Multicurrency Revolving Loans requested in Dollars shall be an ABR Borrowing and (B) a Borrowing of Multicurrency Revolving Loans requested in Canadian Dollars shall be a Canadian Prime Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing or CDOR Rate Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s or 30 days’, as applicable, duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Applicable Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04.    Protective Advances.

(a)    Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective

50.

Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.

(b)    Upon the making of a U.S. Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each U.S. Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such U.S. Protective Advance in proportion to its Applicable Percentage. Upon the making of a Multicurrency Protective Advance by the Multicurrency Administrative Agent (whether before or after the occurrence of a Default), each Multicurrency Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Multicurrency Administrative Agent, without recourse or warranty, an undivided interest and participation in such Multicurrency Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Applicable Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Applicable Administrative Agent in respect of such Protective Advance.

SECTION 2.05.    Swingline Loans.

(a)    The Administrative Agent, the Swingline Lender and the U.S. Revolving Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing under the U.S. Facility, the Swingline Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the U.S. Revolving Lenders and in the amount requested, same day funds to the U.S. Borrower, on the applicable Borrowing date to the Funding Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(c). Each Swingline Loan shall be subject to all the terms and conditions applicable

51.

to other ABR Revolving Loans funded by the U.S. Revolving Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. The aggregate amount of Swingline Loans outstanding at any time shall not exceed $35,000,000. The Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan would result in a violation of the Revolving Exposure Limitations. All Swingline Loans shall be ABR Borrowings.

(b)    Upon the making of a Swingline Loan (whether before or after the occurrence of a Default (unless the Administrative Agent shall have received written notice thereof from the Borrower Representative or any Lender) and regardless of whether a Settlement has been requested with respect to such Swingline Loan), each U.S. Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender, without recourse or warranty, an undivided interest and participation in such Swingline Loan in proportion to its Applicable Percentage. The Swingline Lender may, at any time, require the U.S. Revolving Lenders to fund their participations. From and after the date, if any, on which any U.S. Revolving Lender is required to fund its participation in any Swingline Loan purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent or Swingline Lender in respect of such Loan.

(c)    The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the U.S. Revolving Lenders on at least a weekly basis or on any more frequent date that the Administrative Agent elects, by notifying the U.S. Revolving Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 11:00 a.m., Pacific time on the date of such requested Settlement (the “Settlement Date”). Each U.S. Revolving Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall transfer the amount of such U.S. Revolving Lender’s Applicable Percentage of the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not later than 1:00 p.m., Pacific time, on such Settlement Date. Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together with the Swingline Lender’s Applicable Percentage of such Swingline Loan, shall constitute U.S. Revolving Loans of such U.S. Revolving Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any U.S. Revolving Lender on such Settlement Date, the Swingline Lender shall be entitled to recover from such Lender on demand such amount, together with interest thereon, as specified in Section 2.07.

SECTION 2.06.    Letters of Credit.

(a)    General. Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of Credit denominated in Dollars (in the case of U.S. Letters of Credit), denominated in Dollars or Canadian Dollars (in the case of Multicurrency Letters of Credit) or denominated in an LC Alternative Currency (in the case of any Letter of Credit) for its own account or for the account of any Subsidiary, in a form reasonably acceptable to the Administrative Agent and the applicable U.S. Issuing Bank (in the case of U.S. Letters of Credit) or the applicable Multicurrency Issuing Bank (in the case of Multicurrency Letters of Credit), at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower or any Subsidiary with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

52.

(b)    Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable U.S. Issuing Bank (in the case of U.S. Letters of Credit) or the applicable Multicurrency Issuing Bank (in the case of Multicurrency Letters of Credit)) to (1) the applicable U.S. Issuing Bank (in the case of U.S. Letters of Credit) or the applicable Multicurrency Issuing Bank (in the case of Multicurrency Letters of Credit) and (2) the Administrative Agent (in the case of U.S. Letters of Credit) or the Multicurrency Administrative Agent with a copy to the Administrative Agent (in the case of Multicurrency Letters of Credit) (in each case, prior to 9:00 am, Pacific time, at least two Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying whether such Letter of Credit is to be a U.S. Letter of Credit or a Multicurrency Letter of Credit (and, if such Letter of Credit is to be a Multicurrency Letter of Credit, whether such Letter of Credit is to be issued for the account of the U.S. Borrower or for the account of the Canadian Borrower), whether such Letter of Credit is to be a Cash Collateralized Letter of Credit, the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof the currency in which such Letter of Credit will be denominated (which (x) shall be Dollars or an LC Alternative Currency in the case of U.S. Letters of Credit and (y) shall be Dollars, Canadian Dollars or an LC Alternative Currency in the case of Multicurrency Letters of Credit) and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $350,000,000, (ii) the Revolving Exposure Limitations shall not be exceeded and (iii) in the case of a Cash Collateralized Letter of Credit (I) issued for the account of the U.S. Borrower, the aggregate amount of all Cash Collateralized Letters of Credit issued for the account of the U.S. Borrower does not exceed the amount of cash and Cash Equivalents in the U.S. Availability Cash Collateral Account or (II) issued for the account of the Canadian Borrower, the aggregate amount of all Cash Collateralized Letters of Credit issued for the account of the Canadian Borrower does not exceed the amount of cash and Cash Equivalents in the Canadian Availability Cash Collateral Account.

(c)    Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.

(d)    Evergreen Letters of Credit. If the Borrower Representative so requests in any Letter of Credit application, the applicable U.S. Issuing Bank (in the case of U.S. Letters of Credit) or the applicable Multicurrency Issuing Bank (in the case of Multicurrency Letters of Credit) agrees to issue a Letter of Credit that has automatic renewal provisions (each, an “Evergreen Letter of Credit”); provided that (i) any such Evergreen Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a date (the “Non-Renewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and no such Evergreen Letter of Credit shall have an expiry date later than the earlier to occur of (i) the date that is one year after the date of the issuance of such Evergreen Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days

53.

prior to the Maturity Date; provided, however, that, notwithstanding clause (ii) above the expiry date of an Evergreen Letter of Credit may be up to one year later than the fifth Business Day prior to the Maturity Date if the Borrower Cash Collateralizes such Evergreen Letter of Credit on or before the fifth Business Day prior to the Maturity Date (in which case the Revolving Lenders shall cease to have risk participation therein following the Maturity Date). Unless otherwise directed by the applicable Issuing Bank, the Borrower Representative shall not be required to make a specific request to such Issuing Bank for any such renewal.

(e)    Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Revolving Lenders, each U.S. Issuing Bank hereby grants to each U.S. Revolving Lender (with respect to each U.S. Letter of Credit) and each Multicurrency Issuing Bank hereby grants to each Multicurrency Revolving Lender (with respect to each Multicurrency Letter of Credit), and each U.S. Revolving Lender hereby acquires from each U.S. Issuing Bank, a participation in such U.S. Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such U.S. Letter of Credit and each Multicurrency Revolving Lender hereby acquires from each Multicurrency Issuing Bank, a participation in such Multicurrency Letter of Credit equal to such Multicurrency Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Multicurrency Letter of Credit. In consideration and in furtherance of the foregoing, (i) each U.S. Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable U.S. Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the applicable U.S. Issuing Bank and not reimbursed by the U.S. Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the U.S. Borrower for any reason and (ii) each Multicurrency Revolving Lender hereby absolutely and unconditionally agrees to pay to the Multicurrency Administrative Agent, for the account of the applicable Multicurrency Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the applicable Multicurrency Issuing Bank and not reimbursed by the Borrowers; in each case, on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to either Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(f)    Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit issued for the account of any Borrower, such Borrower shall reimburse such LC Disbursement by paying to (x) the Administrative Agent (in the case of any U.S. Letter of Credit) in Dollars or (y) the Multicurrency Administrative Agent (in the case of any Multicurrency Letters of Credit) in the same currency as the applicable LC Disbursement in each case in an amount equal to the applicable LC Disbursement (i) not later than (A) in the case of any U.S. Letter of Credit, 11:00 a.m., Pacific time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Pacific time, on such date, or (B) in the case of any Multicurrency Letter of Credit, 11:00 a.m. Pacific time, on the day following the day that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Pacific time, on the date that such LC Disbursement was made, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Pacific time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Pacific time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, (x) in the case of an LC

54.

Disbursement in respect of a U.S. Letter of Credit, the U.S. Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the U.S. Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing or Swingline Loan and (y) in the case of an LC Disbursement in respect of a Multicurrency Letter of Credit, the Canadian Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Canadian Prime Rate Borrowing in an equivalent amount and, to the extent so financed, the Canadian Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Canadian Prime Rate Borrowing. If the applicable Borrower fails to make such payment when due, the Applicable Administrative Agent shall notify each applicable Revolving Lender of the applicable LC Disbursement, the payment and currency then due from the applicable Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each applicable Revolving Lender shall pay to (x) the Administrative Agent in Dollars (in the case of U.S. Letters of Credit) or (y) the Multicurrency Administrative Agent in the same currency as the applicable LC Disbursement (in the case of Multicurrency Letters of Credit) its Applicable Percentage of the payment then due from the applicable Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Applicable Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Applicable Administrative Agent of any payment from a Borrower pursuant to this paragraph in respect of an LC Disbursement, the Applicable Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank for such LC Disbursement, then to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans, a Swingline Loan or Canadian Prime Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

(g)    Obligations Absolute. The Borrowers’ obligations to reimburse LC Disbursements as provided in paragraph (f) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. Neither the Administrative Agent, the Multicurrency Administrative Agent, the Revolving Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of an Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to any Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by such

55.

Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(h)    Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Applicable Administrative Agent and the applicable Borrower by telephone (confirmed by facsimile) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve any Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.

(i)    Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at (i) in the case of U.S. Letters of Credit, the rate per annum then applicable to ABR Revolving Loans and (ii) in the case of Multicurrency Letters of Credit, the rate per annum then applicable to Canadian Prime Rate Loans; provided that, if a Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(f) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the applicable Issuing Bank shall be for the account of such Lender to the extent of such payment.

(j)    Replacement of an Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among the Borrower Representative, the Applicable Administrative Agent, the replaced Issuing Bank and a successor Issuing Bank. The Applicable Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the applicable Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(k)    Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative receives notice from the Applicable Administrative Agent or the Required Lenders demanding the deposit of Cash Collateral pursuant to this paragraph, (i) the U.S. Borrower shall deposit in the U.S. Availability Cash Collateral Account, an amount in cash equal to the excess of (x) 103% of the LC Exposure in respect of Letters of Credit issued for the account of the U.S.

56.

Borrower as of such date plus accrued and unpaid fees thereon over (y) the amount of cash and Cash Equivalents on deposit in the U.S. Availability Cash Collateral Account on such date and (ii) the Canadian Borrower shall deposit in the Canadian Availability Cash Collateral Account, an amount in cash equal to the excess of (x) 103% of the LC Exposure in respect of Letters of Credit issued for the account of the Canadian Borrower as of such date plus accrued and unpaid fees thereon over (y) the amount of cash and Cash Equivalents on deposit in the Canadian Availability Cash Collateral Account on such date; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII. Such deposits (A) if made into the U.S. Availability Cash Collateral Account shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations and (B) if made into the Canadian Availability Cash Collateral Account, such deposit shall be held by the Multicurrency Administrative Agent as collateral for the payment and performance of the Canadian Secured Obligations. The U.S. Borrower hereby authorizes the Administrative Agent to apply any amount in the U.S. Availability Cash Collateral Account to reimburse LC Disbursements in respect of Letters of Credit issued for the account of either Borrower and the Canadian Borrower hereby authorizes the Administrative Agent and the Multicurrency Administrative Agent to apply any amount in the Canadian Availability Cash Collateral Account to reimburse LC Disbursements in respect of Letters of Credit issued for the account of the Canadian Borrower.

(l)    Conversion of Cash Collateralized Letter of Credit or Non-Cash Collateralized Letter of Credit. Either Borrower may convert any Cash Collateralized Letter of Credit into a Letter of Credit that is not a Cash Collateralized Letter of Credit or any Letter of Credit that is not a Cash Collateralized Letter of Credit into a Cash Collateralized Letter of Credit by providing the Administrative Agent (in the case of a U.S. Letter of Credit) or the Multicurrency Administrative Agent with a copy to the Administrative Agent (in the case of a Multicurrency Letter of Credit), at least one Business Day prior to the effective date of such conversion, written notice identifying the relevant Cash Collateralized Letter of Credit or non-Cash Collateralized Letter of Credit, as the case may be, to be converted and the date upon which such conversion shall be effective.

SECTION 2.07.    Funding of Borrowings.

(a)    Each Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof by wire transfer of immediately available funds by (i) with respect to Eurodollar Borrowings, 10:00 a.m., Pacific time and (ii) with respect to ABR Borrowings, 12:00 noon, Pacific time, in each case to the account of the Applicable Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage; provided that, Swingline Loans shall be made as provided in Section 2.05. The Applicable Administrative Agent will make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to the Funding Account; provided that (I) ABR Revolving Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(f) shall be remitted by the Administrative Agent to the applicable U.S. Issuing Bank and (ii) a U.S. Protective Advance shall be retained by the Administrative Agent and (II) ABR Loans or Canadian Prime Rate Loans made to finance the reimbursement of (i) a Canadian LC Disbursement as provided in Section 2.06(f) shall be remitted by the Multicurrency Administrative Agent to the applicable Multicurrency Issuing Bank and (ii) a Multicurrency Protective Advance shall be retained by the Multicurrency Administrative Agent.

(b)    Unless the Applicable Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Applicable Administrative Agent such Lender’s share of such Borrowing, the Applicable Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of

57.

this Section and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Applicable Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Applicable Administrative Agent promptly on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Applicable Administrative Agent, at (i) in the case of such Lender, the greater of either the Federal Funds Effective Rate (in the case of Dollar-denominated amounts) or the Applicable Administrative Agent’s cost of funds (in the case of Canadian Dollar-denominated amounts) and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of Loans denominated in Dollars, the interest rate applicable to ABR Loans and in the case of Loans denominated in Canadian Dollars, the interest rate applicable to Canadian Prime Rate Loans. If such Lender pays such amount to the Applicable Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08.    Interest Elections.

(a)    Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Revolving Borrowing or CDOR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower Representative may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing or CDOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower Representative may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings or Protective Advances, which may not be converted or continued.

(b)    To make an election pursuant to this Section, the Borrower Representative shall notify (i) the Administrative Agent with respect to each U.S. Revolving Borrowing and (ii) the Multicurrency Administrative Agent (with a copy to the Administrative Agent), with respect to each Canadian Revolving Borrowing, in each case of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Applicable Administrative Agent of a written Interest Election Request in a form approved by the Applicable Administrative Agent and signed by the Borrower Representative.

(c)    Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.03:

(i)    the name of the applicable Borrower and the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)    the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

58.

(iii)    whether the resulting Borrowing is to be an ABR Borrowing, a Eurodollar Borrowing, a Canadian Prime Rate Borrowing or a CDOR Rate Borrowing; and

(iv)    if the resulting Borrowing is a Eurodollar Borrowing or CDOR Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

If any such Interest Election Request requests a Eurodollar Borrowing or CDOR Rate Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration, in the case of a Eurodollar Borrowing, or 30 days, in the case of a CDOR Rate Borrowing.

(d)    Promptly following receipt of an Interest Election Request, the Applicable Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e)    If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a CDOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Canadian Prime Rate Borrowing. Notwithstanding any contrary provision hereof, if a Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as a Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing or CDOR Rate Borrowing, (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) unless repaid, each CDOR Rate Borrowing shall be converted to a Canadian Prime Rate Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09.    Termination and Reduction of Commitments; Increase in Commitments.

(a)    Unless previously terminated, all Commitments shall terminate on the Maturity Date.

(b)    The Borrower Representative may at any time terminate the Commitments under the U.S. Facility and/or the Multicurrency Facility upon (i) the payment in full in cash in the applicable currencies of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, in each case, under the applicable Facility, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Applicable Administrative Agent a backup standby letter of credit reasonably satisfactory to the Applicable Administrative Agent) equal to 103% of the LC Exposure as of such date in respect of all Letters of Credit under such Facility (which shall be the Dollar Amount of such LC Exposure or denominated in the currency of the applicable Letters of Credit, as determined by the applicable Issuing Banks), (iii) the payment in full of the accrued and unpaid fees owing in respect of such Facility, and (iv) the payment in full of all reimbursable expenses and other Obligations, together with accrued and unpaid interest thereon in respect of such Facility.

(c)    The Borrower Representative may from time to time reduce the Commitments under the U.S. Facility and/or the Multicurrency Facility; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower Representative shall not reduce the Commitments under any Facility if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Revolving Exposure Limitations would be exceeded.

59.

(d)    The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under any Facility under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments in full delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments under any Facility shall be permanent. Each partial reduction of the Commitments under any Facility shall be made ratably among the applicable Lenders in accordance with their respective Applicable Percentages.

(e)    The Borrowers shall have the right to increase the Commitments under either Facility by obtaining additional U.S. Commitments or additional Multicurrency Commitments, either from one or more of the Lenders or another lending institution (it being understood that no Lender shall be under any obligation to agree to provide any increased Commitment pursuant to this Section 2.09(e)) provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the aggregate amount of increases in the Commitments pursuant to this clause (e) shall not exceed $150,000,000, (iii) any consent that would be required for an assignment of a Commitment to such Lender or other lending institution in connection with an assignment to such institution shall have been obtained, such approval not to be unreasonably withheld, conditioned or delayed, (iv) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, (v) the procedures described in Section 2.09(f) have been satisfied and (vi) on a pro forma basis after giving effect to such increases in Commitments the Total Commitment then in effect (including such increases in Commitments) when aggregated with the aggregate amount of Indebtedness secured by Liens in reliance on Section 6.02(o) does not exceed the greater of (x) $1,600,000,000 and (y) an amount that would not cause the Secured Leverage Ratio of the U.S. Borrower (calculated assuming all Commitments were fully drawn) as of the most recent date for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to the establishment of such additional Commitments to exceed 3.25 to 1.00.

(f)    Any amendment hereto for such an increase or addition shall be in form and substance reasonably satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Multicurrency Administrative Agent, the Borrowers and each Lender being added or increasing its Commitment. As a condition precedent to such an increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party signed by an authorized officer of such Loan Party certifying that the conditions set forth in clauses (i), (ii) and (vi) of paragraph (e) above are satisfied and (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects with the same effect as though made on and as of the date of such increase (it being understood and agreed that any representation or warranty which is by its terms made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects), and (B) no Default exists.

60.

(g)    Within a reasonable time after the effective date of any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrowers, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement. On the Business Day following any such increase, all outstanding ABR Loans and Canadian Prime Rate Loans under the applicable Facility shall be reallocated among the Lenders (including any newly added Lenders) in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves with respect to such Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Loans and CDOR Rate Loans shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of any such increase, at which time any such Eurodollar Loan or CDOR Rate Loan being continued shall be reallocated, and any such Eurodollar Loans being converted to ABR Loans or CDOR Rate Loans being converted to Canadian Prime Rate Loans shall be converted and allocated, among the applicable Lenders (including the newly added Lenders) at such time.

SECTION 2.10.    Repayment of Loans; Evidence of Debt.

(a)    Each Borrower hereby unconditionally promises to pay to the Applicable Administrative Agent for the account of the applicable Lenders the then unpaid principal amount of each Loan made to such Borrower on the Maturity Date (or, if earlier, in the case of Protective Advances to such Borrower, upon demand by the Applicable Administrative Agent).

(b)    (i) At all times that full cash dominion is in effect pursuant to Section 7.1 of the U.S. Security Agreement, on each Business Day, the Administrative Agent shall cause all funds credited to the U.S. Collection Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first to prepay any Protective Advances to the U.S. Borrower that may be outstanding, pro rata, second to prepay the Revolving Loans (including Swing Line Loans) to the U.S. Borrower and to Cash Collateralize outstanding LC Exposure in respect of Letters of Credit issued for the account of the U.S. Borrower, third, to prepay any Multicurrency Protective Advances to the Canadian Borrower, pro rata, and fourth, to prepay Multicurrency Revolving Loans to the Canadian Borrower and to Cash Collateralize outstanding LC Exposure in respect of Multicurrency Letters of Credit issued for the account of the Canadian Borrower and (ii) at all times that full cash dominion is in effect pursuant to Section 7.1 of the Canadian Security Agreement, on each Business Day, the Administrative Agent shall apply all funds credited to the Canadian Collection Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first to prepay any Multicurrency Protective Advances to the Canadian Borrower that may be outstanding, pro rata, and second to prepay the Multicurrency Revolving Loans to the Canadian Borrower and to Cash Collateralize outstanding Multicurrency LC Exposure in respect of Multicurrency Letters of Credit issued for the account of the Canadian Borrower.

(c)    Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender to such Borrower, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d)    The Applicable Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder to each Borrower, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by such Applicable Administrative Agent hereunder from each Borrower for the account of the applicable Lenders and each Lender’s applicable share thereof.

61.

(e)    The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or any Applicable Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.

(f)    Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender or its registered assigns and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein or its registered assigns.

SECTION 2.11.    Prepayment of Loans.

(a)    Each Borrower shall have the right at any time and from time to time to prepay any Borrowing by such Borrower in whole or in part, subject to prior notice in accordance with paragraph (c) of this Section.

(b)    In the event and on such occasion that on any Business Day the Revolving Exposure Limitations are exceeded for any reason, each Borrower shall immediately repay such of its outstanding Loans and/or Cash Collateralize such of the outstanding Letters of Credit issued for the account of such Borrower as shall be required to ensure that the Revolving Exposure Limitations would be satisfied on such date after giving effect to such prepayment and/or Cash Collateralization.

(c)    The Borrower Representative shall notify the Applicable Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender and in the case of a prepayment of Multicurrency Loans, with a copy to the Administrative Agent) by telephone (confirmed by facsimile) of any prepayment pursuant to paragraph (a) above not later than (i) 12:00 noon, Pacific time, (A) in the case of prepayment of a Eurodollar Revolving Borrowing or CDOR Rate Borrowing, three Business Days before the date of prepayment, or (B) in the case of prepayment of an ABR Revolving Borrowing or a Canadian Prime Rate Borrowing, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Class and Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

SECTION 2.12.    Fees.

(a)    The U.S. Borrower agrees to pay to the Administrative Agent for the account of each U.S. Revolving Lender a commitment fee equal to a rate per annum equal to the Commitment Fee Rate

62.

multiplied by the amount by which such Lender’s U.S. Commitment on each day exceeds the sum of such Lender’s U.S. Revolving Loans and U.S. LC Exposure on such day during the period from and including the Second Amendment Effective Date to but excluding the date on which the Lenders’ U.S. Commitments terminate. The Borrowers jointly and severally agree to pay to the Multicurrency Administrative Agent for the account of each Multicurrency Revolving Lender a commitment fee at a rate per annum equal to the Commitment Fee Rate multiplied by the amount by which such Lender’s Multicurrency Commitment on each day exceeds the sum of such Lender’s Multicurrency Revolving Loans and Multicurrency LC Exposure on such day during the period from and including the Second Amendment Effective Date to but excluding the date on which the Lenders’ Multicurrency Commitments terminate. Accrued commitment fees shall be payable in arrears on the first Business Day of each January, April, July and October and on the date on which the Commitments of the applicable Class terminate, commencing on July 3, 2017. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(b)    Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit issued for the account of such Borrower, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans in the case of U.S. Letters of Credit and the interest rate applicable to CDOR Rate Loans in the case of Multicurrency Letters of Credit (or, in the case of Cash Collateralized Letters of Credit, at a rate equal to the Applicable Rate used to determine the interest rate for Eurodollar revolving Loans minus 75 basis points) on the average daily maximum amount of such Lender’s LC Exposure in respect of Letters of Credit issued for such Borrower (excluding any portion thereof attributable to LC Disbursements that are not reimbursed on the date on which such LC Disbursements arise) during the period from and including the Second Amendment Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure in respect of Letters of Credit issued for the account of such Borrower, and (ii) to each applicable Issuing Bank a fronting fee, which shall accrue at a rate separately agreed between the applicable Borrower and such Issuing Bank on the average daily amount of the LC Exposure in respect of Letters of Credit issued by such Issuing Bank for the account of such Borrower (excluding any portion thereof attributable to LC Disbursements that are not reimbursed on the date on which such LC Disbursements arise) during the period from and including the Second Amendment Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure in respect of Letters of Credit issued by such Issuing Bank for the account of such Borrower, as well as the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar month shall be payable on the first Business Day of each calendar month following such last day, commencing on the first such date to occur after the Second Amendment Effective Date; provided that all such fees shall be payable on the date on which the Commitments of any Class terminate in full (with respect to the LC Exposure under such Commitments) and any such fees accruing after the date on which the Commitments of any Class terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(c)    Each of the Borrowers agrees to pay to each Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between such Borrower and such Agent.

(d)    Subject to Section 2.18, all fees payable hereunder shall be paid on the dates due in Dollars, in immediately available funds, to each Applicable Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

63.

SECTION 2.13.    Interest.

(a)    The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)    The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c)    The Loans comprising each Canadian Prime Rate Borrowing shall bear interest at the Canadian Prime Rate plus the Applicable Rate.

(d)    The Loans comprising each CDOR Rate Borrowing shall bear interest at the CDOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(e)    Each (i) U.S. Protective Advance and Multicurrency Protective Advance denominated in Dollars shall bear interest at the Alternate Base Rate plus the Applicable Rate and (ii) each Multicurrency Protective Advance denominated in Canadian Dollars shall bear interest at the Canadian Prime Rate plus the Applicable Rate.

(f)    Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default under paragraph (a), (b), (h) or (i) of Article VII, (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder.

(g)    Accrued interest on each Loan (for ABR Loans and Canadian Prime Rate Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments of the applicable Class; provided that (i) interest accrued pursuant to paragraph (f) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan or Canadian Prime Rate Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan or CDOR Rate Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(h)    All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate, CDOR Rate or Canadian Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed. The applicable Alternate Base Rate, Adjusted LIBO Rate, LIBO Rate, Canadian Prime Rate or CDOR Rate shall be determined by the Applicable Administrative Agent, and such determination shall be conclusive absent manifest error.

(i)    Interest Act (Canada). For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of 360 days or any other period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively.

64.

(j)    Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Loan Party to make any payment of interest or other amount payable to the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to the Lenders under this Section 2.13, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders to the Borrowers. Any amount or rate of interest referred to in this Section 2.13(j) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Second Amendment Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

SECTION 2.14.    Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing or CDOR Rate Borrowing:

(a)    the Applicable Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining (including, without limitation, by means of an Interpolated Rate) the Adjusted LIBO Rate, the LIBO Rate or the CDOR Rate, as applicable, for such Interest Period; or

(b)    the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate, the LIBO Rate or the CDOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing or CDOR Rate Borrowing, as applicable, shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar Borrowing or CDOR Rate Borrowing, such Borrowing shall be made as an ABR Borrowing or Canadian Prime Rate Borrowing, as applicable.

65.

SECTION 2.15.    Increased Costs.

(a)    If (x) any Change in Law shall:

(i)    impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank;

(ii)    impose on any Lender or any Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; or

(iii)    subject any Lender or Issuing Bank to any Taxes on its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto other than (A) Indemnified Taxes, (B) Other Taxes, (C) Excluded Taxes and (D) Other Excluded Taxes;

or (y) there shall be (A) the addition of any new Borrower located outside of the United States or Canada, (B) the re-domestication or other reorganization of any existing Borrower to a jurisdiction located outside of the United States or Canada, or (C) the occurrence of any Change in Law related to any Borrower located outside of the United States or Canada;

and the result of any of the foregoing shall be to increase the cost to such Lender or Issuing Bank of making or maintaining any Eurodollar Loan or CDOR Rate Loan (or of maintaining its obligation to make any such Eurodollar Loan or CDOR Rate Loan, as applicable) or to increase the cost to such Lender or Issuing Bank participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank (whether of principal, interest or otherwise), then the Borrower to which such Loan was made or for whose account such Letter of Credit was issued (or, if such increased cost does not relate to a specific Loan or Letter of Credit, the U.S. Borrower) will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts, as interest, as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b)    If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower to which such Loan was made or for whose account such Letter of Credit was issued (or, if such reduction in return does not relate to a specific Loan or Letter of Credit, the U.S. Borrower) will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts, as interest, as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c)    A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

66.

(d)    Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that no Borrower shall be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower Representative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e)    If any Lender reasonably determines that (i) the addition of any new Borrower located outside of the United States or Canada, (ii) the re-domestication or other reorganization of any existing Borrower to a jurisdiction located outside of the United States or Canada, or (iii) the occurrence of any Change in Law related to any Borrower located outside of the United States or Canada, has made it unlawful, or that any Governmental Authority has asserted after the Second Amendment Effective Date that it is unlawful, for any Lender or its applicable lending office to make or maintain any Loans to or conduct business with the applicable Borrower, then, on notice thereof by such Lender to the Borrower Representative through the Administrative Agent, any obligations of such Lender to make or continue to make Loans to such Borrower or to convert any Loans to such Borrower from one Type to another, shall be suspended until such Lender notifies the Borrower Representative through the Administrative Agent that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Representative shall upon demand from such Lender (with a copy to the Administrative Agent), either (i) convert all of such Lender’s Loans to such Borrower to a Type of Loan that may lawfully be held, if such Lender may lawfully continue to maintain such Loans of such Borrower in another Type, (ii) prepay such Loans to such Lender in the manner provided for in Section 2.11, if such Lender may not lawfully continue to maintain any such Loans of any Type but may continue to do business with such Borrower, or (iii) prepay such Loans to such Lender in the manner provided for in Section 2.11 and terminate the Commitments of such Lender in the manner provided for in Section 2.09, if such Lender may not lawfully continue to do business with such Borrower. Upon any such conversion, prepayment or termination, the Borrower Representative shall also pay accrued interest on the amount so prepaid or converted.

SECTION 2.16.    Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan or CDOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan or CDOR Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan or CDOR Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(d) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan or CDOR Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19, then, in any such event, the Borrower to which such Loan was made or was to be made shall compensate each Lender, in the case of any such payment by the Canadian Borrower, as a prepayment penalty or bonus (in the case of a payment pursuant to paragraph (a) or (b)), for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan or CDOR Rate Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurodollar Loan or CDOR Rate Loan had such event not occurred, at the Adjusted LIBO Rate or CDOR Rate, as applicable, that would have been applicable to such Loan, for the period from the

67.

date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan or CDOR Rate Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market or Canadian Dollar deposits of a comparable amount and period from other banks in the CDOR Rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

SECTION 2.17.    Taxes.

(a)    Withholding of Taxes; Gross-Up. Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law or applicable practice of any Taxing Authority. If any applicable withholding agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such withholding agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Taxing Authority in accordance with applicable law. If any such Taxes are Indemnified Taxes, then the amount payable by the applicable Loan Party shall be increased as necessary so that, net of such withholding (including any such withholding applicable to additional amounts payable under this Section 2.17), the applicable Lender (or, in the case of a payment received by an Applicable Administrative Agent for its own account, the Applicable Administrative Agent) receives the amount it would have received had no such withholding been made.

(b)    Payment of Other Taxes by the Borrowers. The Borrowers shall timely pay any Other Taxes with respect to any Loans or any Loan Documents to the relevant Taxing Authority in accordance with applicable law; provided that the Canadian Borrower shall not be required to pay any Other Taxes attributable to the U.S. Facility.

(c)    Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes by the Borrowers to a Taxing Authority, the Borrower Representative shall deliver to the Applicable Administrative Agent the original or a certified copy of a receipt issued by such Taxing Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Applicable Administrative Agent.

(d)    Indemnification by the Borrowers. The U.S. Borrower shall indemnify each Administrative Agent and each Lender for any Indemnified Taxes with respect to any Loans that are paid or payable by such Administrative Agent or Lender (including with respect to any amounts paid or payable under this Section 2.17(d)), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Canadian Borrower shall indemnify each Administrative Agent and each Lender for any Indemnified Taxes with respect to the Multicurrency Loans that are paid or payable by such Administrative Agent or Lender (including with respect to any amounts paid or payable under this Section 2.17(d)), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. For the avoidance of doubt, the Canadian Borrower shall not be required to indemnify for any Indemnified Taxes (or related expenses) attributable to the U.S. Facility. The indemnity under this Section 2.17(d) shall be paid within 10 Business Days after the indemnitee delivers to the Borrower Representative a certificate stating the amount of any Indemnified Taxes so paid or payable by such indemnitee and describing the basis for the indemnification claim in reasonable detail. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Such indemnitee shall deliver a copy of such certificate to the Applicable Administrative Agent.

68.

(e)    [Reserved].

(f)    Status of Lenders. Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under this Agreement shall deliver to the Borrower Representative and the Applicable Administrative Agent, at the time or times reasonably requested by the Borrower Representative or such Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Representative or such Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrower Representative or the Applicable Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrower Representative or such Administrative Agent as will enable the Borrower Representative or such Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(i)(A) through (E) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrower Representative or the Applicable Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section 2.17(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Borrower Representative and the Applicable Administrative Agent in writing of such expiration, obsolescence or inaccuracy and provide an updated form or certification if it is legally eligible to do so.

(i)    Without limiting the generality of the foregoing, any Lender with respect to the U.S. Borrower shall, if it is legally eligible to do so, deliver to the Borrower Representative and the Administrative Agent (in such number of copies reasonably requested by the Borrower Representative and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed and executed copies of whichever of the following is applicable:

(A)    in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)    in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under this Agreement, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(C)    in the case of a Non-U.S. Lender for whom payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI;

69.

(D)    in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN or W-8BEN-E, as applicable, and (2) a tax certificate substantially in the form of Exhibit F-1 to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code or (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code;

(E)    in the case of a Non-U.S. Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a tax certificate substantially in the form of Exhibit F-2 on behalf of such partners; or

(F)    any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. federal withholding Tax together with such supplementary documentation necessary to enable the Borrower Representative or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.

(ii)    If a payment made to a Lender under this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the applicable withholding agent, at the time or times prescribed by law and at such time or times reasonably requested by such withholding agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such withholding agent as may be necessary for such withholding agent to comply with its obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA and to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(f)(ii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii)    Without limiting the generality of the foregoing, a Lender with respect to a Canadian Loan Party shall, if it is legally eligible to do so, deliver to the Borrower Representative and the Multicurrency Administrative Agent (in such number of copies reasonably requested by the Borrower Representative and the Multicurrency Administrative Agent) on or prior to the date on which such Lender becomes a party hereto or, where the Canadian Loan Party is a Guarantor, the date when the Guarantee is called upon, duly completed and executed copies of Form NR301, NR302 or NR303 (whichever is applicable) to the extent the Lender is for purposes of the ITA a non-resident of Canada, or a partnership that is not a “Canadian partnership,” and is, or whose partners are, claiming benefits of an income tax treaty to which Canada is a party.

(iv)    Each Lender hereby authorizes each of the Administrative Agents to deliver to the Loan Parties and to any other of the Administrative Agents (including any successor Applicable Administrative Agent) any documentation provided by such Lender to such Applicable Administrative Agent pursuant to this Section 2.17(f).

70.

(g)    Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund (or applied as an offset against other Taxes payable) of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including additional amounts paid pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Taxing Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid to such indemnified party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event such indemnified party is required to repay such refund to such Taxing Authority. Notwithstanding anything to the contrary in this Section 2.17(g), in no event will any indemnified party be required to pay any amount to any indemnifying party pursuant to this Section 2.17(g) to the extent that such payment would place such indemnified party in a less favorable position (on a net after-Tax basis) than such indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 2.17(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other Person.

(h)    Issuing Bank. For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank.

(i)    Survival. The agreements in this Section 2.17 shall survive the resignation and/or replacement of the Applicable Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations.

(j)    No FATCA Grandfathering. For the avoidance of doubt, for purposes of FATCA, from and after the Second Amendment Effective Date, the Borrowers and each Applicable Administrative Agent shall treat (and the Lenders hereby authorize each Applicable Administrative Agent to treat) this Agreement and each Loan as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

SECTION 2.18.    Payments Generally; Allocation of Proceeds; Sharing of Setoffs.

(a)    Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 1:00 p.m., Pacific time, on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 10 South Dearborn Street, 22nd Floor, Chicago, Illinois, except (i) payments to be made directly to an Issuing Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and (ii) payments of Multicurrency Loans and Canadian LC Disbursements or commitment fees and fronting fees that are payable to any Multicurrency Issuing Bank or Multicurrency Revolving Lender, shall be made to the Multicurrency Administrative Agent at its offices at 200 Bay Street, Royal Bank Plaza, Floor 18, Toronto M57 2J2 Canada. The Applicable Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the

71.

case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars except (i) as otherwise expressly provided herein and (ii) that all payments in respect of Canadian Dollar denominated Loans (including interest thereon) shall be made in Canadian Dollars.

(b)    Any proceeds of U.S. Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower Representative), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from a Collection Account when full cash dominion is in effect (which shall be applied in accordance with Section 2.10(b)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent, the Multicurrency Administrative Agent and each Issuing Bank from the U.S. Borrower (other than in connection with Banking Services or Swap Obligations or the U.S. Borrower’s Canadian Loan Guaranty), second, to pay any fees or expense reimbursements then due to the Lenders from the U.S. Borrower (other than in connection with Banking Services or Swap Obligations or the U.S. Borrower’s Canadian Loan Guaranty), including fees payable by the U.S. Borrower pursuant to Section 2.12, third, to pay interest due in respect of the Protective Advances to the U.S. Borrower, fourth, to pay the principal of all Protective Advances to the U.S. Borrower, fifth, to pay interest then due and payable on all Loans (other than the Protective Advances) to the U.S. Borrower ratably, sixth, to prepay principal on the Loans (other than the Protective Advances) to the U.S. Borrower and unreimbursed LC Disbursements in respect of Letters of Credit issued for the account of the U.S. Borrower ratably, seventh, to pay an amount to the Administrative Agent equal to one hundred three percent (103%) of the aggregate undrawn face amount of all outstanding Letters of Credit issued for the account of the U.S. Borrower and the aggregate amount of any related unpaid LC Disbursements, to be held as Cash Collateral for such U.S. Obligations, eighth, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent, the Multicurrency Administrative Agent and each Issuing Bank from the Canadian Borrower (other than in connection with Banking Services or Swap Obligations), ninth, to pay any fees or expense reimbursements then due to the Lenders from the Canadian Borrower (other than in connection with Banking Services or Swap Obligations), including fees payable by the Canadian Borrower pursuant to Section 2.12, tenth, to pay interest due in respect of the Protective Advances to the Canadian Borrower, eleventh, to pay the principal of all Protective Advances to the Canadian Borrower, twelfth, to pay interest then due and payable on all Loans (other than the Protective Advances) to the Canadian Borrower ratably, thirteenth, to prepay principal on the Loans (other than the Protective Advances) to the Canadian Borrower and unreimbursed LC Disbursements in respect of Letters of Credit issued for the account of the Canadian Borrower ratably, fourteenth, to pay an amount to the Administrative Agent equal to one hundred three percent (103%) of the aggregate undrawn face amount of all outstanding Letters of Credit issued for the account of the Canadian Borrower and the aggregate amount of any related unpaid LC Disbursements, to be held as Cash Collateral for such Canadian Obligations, fifteenth, to payment of any amounts owing with respect to Banking Services and Swap Obligations of the U.S. Loan Parties and LSIFCS (other than pursuant to the Canadian Guaranty) up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22, sixteenth, to payment of any amounts owing with respect to Banking Services and Swap Obligations of the Canadian Loan Parties up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22, seventeenth, to the payment of any other U.S. Secured Obligation due to the Administrative Agent, Multicurrency Administrative Agent, any Issuing Bank or any Lender (other than pursuant to the Canadian Loan Guaranty) and eighteenth, to the payment of any other Canadian Secured Obligations due to the Administrative Agent, Multicurrency Administrative Agent, any Issuing Bank or any Lender. Any proceeds of Canadian Collateral received by the Administrative Agent or Multicurrency Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable

72.

under the Loan Documents (which shall be applied as specified by the Borrower Representative), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from a Collection Account when full cash dominion is in effect (which shall be applied in accordance with Section 2.10(b)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably in the order specified in clauses eighth through fourteenth, sixteenth and eighteenth above; provided that no amounts received from any Guarantor shall be applied to Excluded Swap Obligations of such Guarantor. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan or CDOR Rate Loan of a Class, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding ABR Loans or Canadian Prime Rate Loans, as applicable, of the same Class and, in any such event, the applicable Borrower shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

(c)    At the election of the Administrative Agent, to the extent any such amount is not paid by the applicable Borrower when due (after taking into account all applicable grace periods), all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents by any Borrower, may be paid from the proceeds of Borrowings of such Borrower made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of such Borrower maintained with or under the control of the Administrative Agent. Each Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees due from such Borrower as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) to such Borrower and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05, as applicable, and (ii) the Administrative Agent to charge any deposit account of such Borrower maintained with, or subject to the control of, the Administrative Agent for each payment of principal, interest and fees due from such Borrower as it becomes due hereunder or any other amount due under the Loan Documents.

(d)    If, except as otherwise expressly provided herein, any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than such Lender would have received had such amounts been applied in accordance with paragraph (a) above, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be provided to the Lenders that would have been entitled to such payments pursuant to paragraph (a) above; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to a Borrower or

73.

any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

(e)    Unless the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the applicable Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of either (i) the Federal Funds Effective Rate (in the case of Dollar-denominated amounts) and the Administrative Agent’s cost of funds (in case of Canadian Dollar-denominated amounts) and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(f)    If any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender hereunder; application of amounts pursuant to clauses (i) and (ii) above shall be made in such order as may be determined by the Administrative Agent in its discretion.

SECTION 2.19.    Mitigation Obligations; Replacement of Lenders.

(a)    If any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment (but in the case of the Canadian Borrower, only to the extent relating to the Multicurrency Commitments and the extensions of credit to the Canadian Borrower thereunder).

(b)    If any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent,

74.

each applicable Issuing Bank and, in the case of the U.S. Facility, the Swingline Lender, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower(s) (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

SECTION 2.20.    Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)    fees shall cease to accrue on the unfunded portion of the Commitments of such Defaulting Lender pursuant to Section 2.12(a);

(b)    such Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided in Section 9.02(b)) and the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or the Supermajority Revolving Lenders have taken or may take any action hereunder;

(c)    if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting Lender then:

(i)    all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders of the applicable Class in accordance with their respective Applicable Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Exposures under such Class of Commitments plus such Defaulting Lender’s Swingline Exposure and LC Exposure under such Class of Commitments does not exceed the total of all non-Defaulting Lenders’ Commitments of such Class, (y) no non-Defaulting Lender’s Revolving Exposure under such Class of Commitments is increased above such Lender’s Commitment of such Class as a result thereof and (z) no Event of Default has then occurred and is continuing;

(ii)    if the reallocation described in clause (i) above cannot, or can only partially, be effected, the applicable Borrower shall within one Business Day following notice by the Administrative Agent (x) first, in the case of the U.S. Borrower, prepay such Swingline Exposure and (y) second, Cash Collateralize, for the benefit of the applicable Issuing Bank, such Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure under the applicable Class of Commitments (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(k) for so long as such LC Exposure is outstanding;

(iii)    if a Borrower Cash Collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, such Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is Cash Collateralized;

75.

(iv)    if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and

(v)    if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor Cash Collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank until such LC Exposure is reallocated and/or Cash Collateralized; and

(d)    so long as such Lender is a Defaulting Lender, the applicable Issuing Bank under the applicable Facility shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by the applicable Borrower(s) in accordance with Section 2.20(c), and participating interests in any such newly made Swingline Loan or newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event with respect to the Parent of any Lender shall occur following the Second Amendment Effective Date and for so long as such event shall continue or (ii) any Issuing Bank or the Swingline Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, such Issuing Bank shall not be required to issue, amend or increase any Letter of Credit and the Swingline Lender shall not be required to fund any Swingline Loan, unless such Issuing Bank or the Swingline Lender, as the case may be, shall have entered into arrangements with the Borrowers or such Lender, satisfactory to such Issuing Bank or the Swingline Lender, as the case may be, to defease any risk in respect of such Lender hereunder.

In the event that each of the Administrative Agent, the Borrowers, the applicable Issuing Banks and, in the case of the U.S. Facility, the Swingline Lender agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and/or LC Exposure of the Lenders under the applicable Facility shall be readjusted to reflect the inclusion of such Lender’s Commitment and on the date of such readjustment such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

SECTION 2.21.    Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent, the Multicurrency Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent, the Multicurrency Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent, the Multicurrency Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.

76.

SECTION 2.22.    Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party or LSIFCS shall deliver to the Administrative Agent within 30 days after it commences providing any such Banking Services or Swap Agreements, written notice thereof. In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish to the Administrative Agent, either (x) following the end of each calendar month, a summary of the amounts due or to become due in respect of any Swap Obligations owing to it or (y) pursuant to such other arrangements as are reasonably acceptable to the Administrative Agent. The most recent information provided to the Administrative Agent shall be used in determining which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Obligations will be placed and the Administrative Agent shall be under no obligation to enquire as to the existence of any Banking Services Obligations or Swap Obligations of which it has not been specifically advised.

ARTICLE III

Representations and Warranties

Each Loan Party represents and warrants to the Lenders that:

SECTION 3.01.    Organization; Powers. Each Loan Party and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except, in the case of (x) clause (a) with respect to the Subsidiaries of each Loan Party and (y) clauses (b) and (c), where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.02.    Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03.    Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or the Organizational Documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or the assets of any Loan Party, or give rise to a right thereunder to require any material payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any Collateral of any Loan Party, except Liens created pursuant to the Loan Documents.

SECTION 3.04.    Financial Condition; No Material Adverse Change.

(a)    The U.S. Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the Fiscal Year ended November 27, 2016 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the Fiscal Quarter and the portion of the Fiscal Year ended February 26, 2017, certified

77.

by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the U.S. Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. The U.S. Borrower shall be deemed to have furnished such financial statements upon the filing of such financial statements by the U.S. Borrower through the SEC’s EDGAR system (or any successor electronic gathering system) or the publication by the U.S. Borrower of such financial statements on its website.

(b)    No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since November 27, 2016.

SECTION 3.05.    Properties.

(a)    As of the date of this Agreement, Schedule 3.05(a) sets forth the address of each parcel of real property that is owned or leased by each Loan Party. Except as would not have a Material Adverse Effect, each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists. Each of the Loan Parties has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, free of all Liens other than those permitted by Section 6.02.

(b)    Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents, industrial designs and other intellectual property necessary to its business as currently conducted, the use of all trademarks, tradenames, copyrights, patents, industrial designs and other intellectual property owned by each Loan Party does not infringe in any respect upon the rights of any other Person, except to the extent that such infringement could not reasonably be expected to have a Material Adverse Effect, and each Loan Party’s rights to all trademarks, tradenames, copyrights, patents, industrial designs and other intellectual property necessary to conduct its business as currently conducted are not subject to any material restrictions under any licensing agreement or similar arrangement (other than (i) restrictions relating to software licenses that may limit such Loan Party’s ability to transfer or assign any such agreement to a third party and (ii) licensing agreements or similar agreements that do not materially impair the ability of the Applicable Administrative Agent or the Lenders to avail themselves of their rights of disposal and other rights granted under the Collateral Documents in respect of the Inventory).

SECTION 3.06.    Litigation and Environmental Matters.

(a)    There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting any Loan Party or any of its Subsidiaries as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b)    (i) No Loan Party or any of its Subsidiaries has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any of its Subsidiaries (1) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (2) has become subject to any Environmental Liability that could reasonably be expected to have a Material Adverse Effect.

78.

SECTION 3.07.    Compliance with Laws and Agreements. Each Loan Party is in compliance with all Requirements of Law applicable to it or its property, its Organizational Documents and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 3.08.    Investment Company Status; Margin Stock. No Loan Party or any of its Subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) engaged (principally or as one of its important activities) in the business of extending credit for the purpose of buying “margin stock” (as defined in Regulation U).

SECTION 3.09.    Taxes. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (a) each Loan Party and each of their respective Subsidiaries has timely filed or caused to be timely filed all Tax returns and reports required to have been filed by it and has paid or caused to be paid all Taxes required to have been paid by it (including in its capacity as a withholding agent), except Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP and (b) there are no Tax audits, assessments or other Tax claims or proceedings with respect to any Loan Party or any of their respective Subsidiaries.

SECTION 3.10.    ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11.    Canadian Pension Plan and Benefit Plans. The Canadian Pension Plans are duly registered under the ITA and all other applicable laws which require registration, except as could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party and each of their Subsidiaries has complied with and performed all of its obligations under and in respect of the Canadian Pension Plans and Canadian Benefit Plans under the terms thereof, any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations), except as could not reasonably be expected to result in a Material Adverse Effect. All employer and employee payments, contributions or premiums to be remitted, paid to or in respect of each Canadian Pension Plan or Canadian Benefit Plan have been paid in a timely fashion in accordance with the terms thereof, any funding agreement and all applicable laws. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans, except as could not reasonably be expected to result in a Material Adverse Effect. No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not be reasonably expected to have a Material Adverse Effect. All material reports and disclosures relating to the Canadian Pension Plans required by such plans and any Requirement of Law to be filed or distributed have been filed or distributed, except as could not reasonably be expected to result in a Material Adverse Effect. There has been no termination of any Canadian Pension Plan (except as permitted under Section 5.07(b)) and, to the knowledge of the Borrower, no facts or circumstances have occurred or existed that could result, or be reasonably anticipated to result, in the declaration of a termination of any Canadian Pension Plan by any Governmental Authority under Applicable Pension Laws. Each of the Canadian Pension Plans is funded in accordance with the most recent actuarial valuations filed under Applicable Pension Laws, as disclosed to the Administrative Agent.

SECTION 3.12.    Disclosure. Each Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information

79.

furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, forward-looking statements and information of a general economic or industry nature, the Borrowers each represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Second Amendment Effective Date, as of the Second Amendment Effective Date.

SECTION 3.13.    Material Agreements. Except as would not have a Material Adverse Effect, no Loan Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any material agreement to which it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness.

SECTION 3.14.    Solvency. Each Borrower individually, the U.S. Borrower together with the U.S. Guarantors (taken as a whole) and the Canadian Borrower together with the Multicurrency Loan Guarantors (taken as a whole), is Solvent prior to and after giving effect to the Borrowings to be made on the Second Amendment Effective Date and the issuance of the Letters of Credit to be issued on the Second Amendment Effective Date, and shall remain Solvent during the term of this Agreement.

SECTION 3.15.    Insurance. Schedule 3.15 lists all insurance maintained by or on behalf of the Loan Parties and the other Subsidiaries of the U.S. Borrower as of the Second Amendment Effective Date. As of the Second Amendment Effective Date, all premiums in respect of such insurance have been paid. The Borrowers believe that the insurance maintained by or on behalf of the U.S. Borrower and its Subsidiaries is adequate.

SECTION 3.16.    Capitalization and Subsidiaries. Schedule 3.16 sets forth, as of the Second Amendment Effective Date, (a) a correct and complete list of the name and relationship to the U.S. Borrower of each and all of the U.S. Borrower’s Subsidiaries, (b) a true and complete listing of each class of each Loan Party’s authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.16, and (c) the type of entity of the U.S. Borrower and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

SECTION 3.17.    Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral granted by (a) the U.S. Loan Parties in favor of the Administrative Agent (for the benefit of the Lender Parties), securing the Secured Obligations and (b) the Canadian Loan Parties in favor of the Administrative Agent (for the benefit of the Multicurrency Lender Parties), securing the Canadian Secured Obligations, constitute perfected and continuing Liens on the Collateral (to the extent such Liens can be perfected by possession, by filing a UCC financing statement or a PPSA financing statement or equivalent under each applicable jurisdiction, by filing a mortgage, deed of trust, deed to secure debt, assignment or similar instruments with the appropriate real property office, by recording an appropriate document with the United States Patent and Trademark Office or by a control agreement), securing the applicable Secured Obligations, enforceable against the applicable Loan Party and having priority over all other Liens on the Collateral except in the case of (x) Liens permitted by Section 6.02, to the extent any such Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement and (y) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.

80.

SECTION 3.18.    Employment Matters. As of the Second Amendment Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party pending or, to the knowledge of the Borrowers, threatened. The hours worked by and payments made to employees of the Loan Parties have not been in violation in any material respect of the Fair Labor Standards Act, the Employee Standards Act (Ontario) or any other applicable Federal, state, provincial, territorial, local or foreign law dealing with such matters. All material payments due from any Loan Party or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, including with respect to the Canada Pension Plans and Canada Benefit Plans have been paid or accrued as a liability on the books of the Loan Party.

SECTION 3.19.    OFAC and Patriot Act. The U.S. Borrower and each of its Subsidiaries is: (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224 and all modifications thereto or thereof (the “Annex”); (ii) in compliance in all material respects with the requirements of the USA Patriot Act Title III of 107 Public Law 56 (October 26, 2001) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and 150 offices, related to the subject matter of the Act, including the Patriot Act and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”); (iii) not in receipt of any notice from the Secretary of State of the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Act; (iv) not listed as a Specially Designated Terrorist (as defined in the Patriot Act) or as a “blocked” person on any publicly available lists maintained by the OFAC pursuant to the Patriot Act or any other publicly available list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Act or on any other publicly available list of terrorists or terrorist organizations maintained pursuant to the Patriot Act; (v) not a Person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Act; and (vi) not owned or controlled by any Person named in the Annex.

SECTION 3.20.    Anti-Corruption Laws and Sanctions. Each of the U.S. Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the U.S. Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the U.S. Borrower, its Subsidiaries and their respective officers and, to the knowledge of the U.S. Borrower, its directors, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the U.S. Borrower, any Subsidiary of the U.S. Borrower or, to the knowledge of the U.S. Borrower or any of its Subsidiaries, any of their respective directors, officers, employees or any agent of the U.S. Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of the proceeds hereof or other Transaction will violate Anti-Corruption Laws or applicable Sanctions.

SECTION 3.21.    EEA Financial Institutions. No Loan Party is an EEA Financial Institution.

ARTICLE IV

Conditions

SECTION 4.01.    Second Amendment Effective Date. The amendment and restatement of the Existing Credit Agreement contemplated by this Agreement and the obligations of the Lenders to make

81.

Loans and of each Issuing Bank to issue Letters of Credit hereunder (other than any Letter of Credit outstanding under the Existing Credit Agreement on the Second Amendment Effective Date) shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a)    Credit Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party (including executed counterparts of this Agreement signed on behalf of (x) “Lenders” (as defined in the Existing Credit Agreement) constituting “Required Lenders” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and (y) each of the parties named on the Commitment Schedule) or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 at least three Business Days prior to the Second Amendment Effective Date payable to the order of each such requesting Lender and (x) a written opinion of the Loan Parties’ U.S. counsel, addressed to the Administrative Agent, the Multicurrency Administrative Agent, each Issuing Bank and the Lenders in substantially the form of Exhibit B-1, (y) a written opinion of the Loan Parties’ Canadian counsel, addressed to the Administrative Agent, the Multicurrency Administrative Agent, each Issuing Bank and the Lenders in substantially the form of Exhibit B-2 and (z) a written opinion of the U.S. Borrower’s Global Finance and Governance Counsel, addressed to the Administrative Agent, the Multicurrency Administrative Agent, each Issuing Bank and the Lenders in substantially the form of Exhibit B-3.

(b)    Financial Statements and Projections. The Lenders shall have received (i) satisfactory audited annual consolidated financial statements of the U.S. Borrower for the most recent Fiscal Year ending at least 90 days prior to the Second Amendment Effective Date and (ii) U.S. Borrower’s projected consolidated income statement, balance sheet and cash flows for the period beginning after the most recently ended Fiscal Quarter for which financial statements have been delivered and ending on the last day of the U.S. Borrower’s 2021 Fiscal Year (prepared on a quarterly basis through the end of the U.S. Borrower’s 2017 Fiscal Year) and satisfactory to the Administrative Agent.

(c)    Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Second Amendment Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party (other than the certificate of incorporation of Levi Strauss International, which are certified by the secretary of Levi Strauss International) and a true and correct copy of its bylaws or operating, management or partnership agreement, and (ii) a certificate of compliance/status/good standing, as applicable, for each Loan Party from its jurisdiction of organization and each other jurisdiction in which it carries on business as may be reasonably requested by the Administrative Agent at least five (5) Business Days prior to the Second Amendment Effective Date.

(d)    No Default Certificate. The Administrative Agent shall have received a certificate, signed by a Financial Officer of each Borrower, on the initial Borrowing date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in Article III are true and correct as of such date, and (iii) certifying any other factual matters as may be reasonably requested by the Administrative Agent.

82.

(e)    Fees. The Lenders and the Agents shall have received all fees required to be paid, and all expenses for which reasonably detailed invoices have been presented (including the reasonable fees and expenses of legal counsel to the Administrative Agent and Multicurrency Administrative Agent), on or before one Business Day prior to the Second Amendment Effective Date.

(f)    Lien Searches. The Administrative Agent shall have received the results of a recent lien search in such jurisdictions as it may have requested, and such search shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 6.02 or discharged on or prior to the Second Amendment Effective Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent.

(g)    Funding Accounts. The Administrative Agent shall have received a notice setting forth the deposit account(s) of the Borrowers (the “Funding Accounts”) to which the Lender is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.

(h)    Solvency. The Administrative Agent shall have received a solvency certificate from a Financial Officer of each Borrower.

(i)    [Reserved].

(j)    Borrowing Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the U.S. Borrowing Base and the Canadian Borrowing Base as of February 26, 2017.

(k)    Closing Availability. After giving effect to all Borrowings to be made on the Second Amendment Effective Date and the issuance of any Letters of Credit on the Second Amendment Effective Date and payment of all fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness, liabilities, and obligations current, Availability shall not be less than $400,000,000.

(l)    Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank, any Lender or their respective counsel may have reasonably requested.

(m)    Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code and PPSA financing statements) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation.

The Administrative Agent shall notify the Borrowers and the Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the effectiveness of the amendment and restatement contemplated by this Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 2:00 p.m., New York City time, on May 23, 2017 (and, in the event such conditions are not so satisfied or waived, the Existing Credit Agreement shall remain in effect and the Commitments hereunder shall terminate at such time).

83.

SECTION 4.02.    Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a)    The representations and warranties of the Borrowers set forth in this Agreement (other than, in the case of a requested credit extension by the U.S. Borrower at a time when there are no Canadian Borrower Shared Outstandings, the representations and warranties of the Borrowers set forth in Section 3.11) shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects).

(b)    At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.

(c)    After giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, the Revolving Exposure Limitations shall be satisfied.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements have been reimbursed, each Loan Party executing this Agreement covenants and agrees with the Lenders that:

SECTION 5.01.    Financial Statements; Borrowing Base and Other Information. The Borrowers will furnish to the Administrative Agent and each Lender:

(a)    within 120 days after the end of each Fiscal Year of the U.S. Borrower (or, if earlier, the date provided to the holders of the U.S. Borrower’s equity or debt securities generally), its audited consolidated and consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. The U.S. Borrower shall be deemed to have delivered the financial statements required to be delivered pursuant to this Section 5.01(a) upon the filing of such financial statements by the U.S. Borrower through the SEC’s EDGAR system (or any successor electronic gathering system) or the publication by the U.S. Borrower of such financial statements on its website;

84.

(b)    (i) within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the U.S. Borrower, its consolidated and consolidating balance sheet (including a summary of stockholders’ equity as customarily shown on a balance sheet) and related statements of operations and cash flows, and, (ii) if Availability during any Fiscal Month is at any time less than the Minimum Excess Availability Amount, within 30 days after the end of such Fiscal Month, its consolidated and consolidating balance sheet and related statements of operations, in each case, as of the end of and for such Fiscal Quarter or Fiscal Month, as the case may be, and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of the Financial Officers of the Borrower Representative as presenting fairly in all material respects the financial condition and results of operations of the U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes (it being acknowledged and agreed that such quarterly and monthly financial statements will not be subsequently audited on a quarterly or monthly basis). The U.S. Borrower shall be deemed to have delivered the financial statements required to be delivered pursuant to this Section 5.01(b) upon the filing of such financial statements by the U.S. Borrower through the SEC’s EDGAR system (or any successor electronic gathering system) or the publication by the U.S. Borrower of such financial statements on its website;

(c)    concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower Representative in substantially the form of Exhibit D (i) certifying, in the case of the financial statements delivered under clause (b), as presenting fairly in all material respects the financial condition and results of operations of the U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes (it being acknowledged and agreed that such quarterly and monthly financial statements will not be subsequently audited on a quarterly or monthly basis), (ii) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.14 and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d)    as soon as available but in any event no later than 75 days following the commencement of each Fiscal Year of the U.S. Borrower, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the U.S. Borrower for each month of the upcoming Fiscal Year (the “Projections”) in form reasonably satisfactory to the Administrative Agent;

(e)    as soon as available but in any event within 20 days of the end of each Fiscal Quarter, and at such other times as may be necessary to redetermine availability of Loans and Letters of Credit to either Borrower hereunder or as may be requested by the Administrative Agent, as of the period then ended, a Borrowing Base Certificate which calculates the U.S. Borrowing Base and the Canadian Borrowing Base, and supporting information in connection therewith, together with any additional reports with respect to either such Borrowing Base as the Administrative Agent may reasonably request; provided that, the Borrowing Base Certificates will also be (i) prepared as of the last day of each Fiscal Month of the U.S. Borrower (x) during any period commencing when the aggregate Dollar Amount of outstanding Loans exceeds $350,000,000 at any time and ending at such time as the aggregate Dollar Amount of

85.

outstanding Loans has been less than or equal to $350,000,000 for 30 consecutive days and (y) after the Trademark Release Date has occurred, during any period commencing when the aggregate Dollar Amount of outstanding Loans (but excluding outstanding Letters of Credit) exceeds $15,000,000 at any time and ending at such time as the aggregate Dollar Amount of outstanding Loans (but excluding outstanding Letters of Credit) has been less than or equal to $15,000,000 for 30 consecutive days and (ii) prepared as of the last day of each fiscal week of the U.S. Borrower during any period commencing on the date that Availability is less than the Minimum Excess Availability Amount for five consecutive Business Days and continuing until such time as Availability is no longer less than the Minimum Excess Availability Amount for five consecutive Business Days. If the Borrowers are required to deliver a monthly Borrowing Base Certificate or weekly Borrowing Base Certificate as a result of the proviso to the foregoing sentence, such Borrowing Base Certificate shall be delivered (i) no later than seven Business Days after the date the obligation to deliver such Borrowing Base Certificate arises (in the case of monthly Borrowing Base Certificates) based on the most recent Fiscal Month ended at least 20 days prior to such date of delivery and thereafter no later than the 20th day following the last day of each subsequent Fiscal Month ending during the period when monthly Borrowing Base Certificates are required to be delivered and (ii) no later than three Business Days after the date the obligation to deliver such Borrowing Base Certificate arises (in the case of weekly Borrowing Base Certificates) based on the most recent fiscal week ended at least three Business Days prior to such date of delivery and thereafter no later than the third Business Day following the last day of each subsequent fiscal week ending during the period when weekly Borrowing Base Certificates are required to be delivered;

(f)    concurrently with the delivery of each Borrowing Base Certificate pursuant to paragraph (e) above, as of the period covered thereby, all delivered electronically in a text formatted file reasonably acceptable to the Administrative Agent:

(i)    a detailed aging of the Loan Parties’ Accounts, including all invoices aged by invoice date and due date, prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying the name and balance due for each Account Debtor;

(ii)    a schedule detailing the Loan Parties’ Inventory, in form reasonably satisfactory to the Administrative Agent, (1) by location (showing Inventory in transit, any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement), by class (raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at the lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the Administrative Agent has previously indicated to the Borrower Representative are deemed by the Administrative Agent to be appropriate, and (2) including a report of any variances or other results of Inventory counts performed by the Borrowers since the last Inventory schedule (including information regarding sales or other reductions, additions, returns, credits issued by Borrowers and complaints and claims made against the Borrowers);

(iii)    a worksheet of calculations prepared by the Borrowers to determine Eligible Accounts and Eligible Inventory, such worksheets detailing the Accounts and Inventory excluded from Eligible Accounts and Eligible Inventory and the reason for such exclusion;

(iv)    a reconciliation of the Loan Parties’ Accounts and Inventory between (A) the amounts shown in the Loan Parties’ general ledger and financial statements and the reports delivered pursuant to clauses (i) and (ii) above and (B) the amounts and dates shown in the reports delivered pursuant to clauses (i) and (ii) above and the Borrowing Base Certificate delivered pursuant to clause (f) above as of such date; and

86.

(v)    a reconciliation of the loan balance per the Loan Parties’ general ledger to the loan balance under this Agreement;

(g)    upon the request of the Administrative Agent during any period when the Borrowers are required to deliver weekly Borrowing Base Certificates, the Loan Parties’ sales journal, cash receipts journal (identifying trade and non-trade cash receipts) and debit memo/credit memo journal;

(h)    concurrently with the delivery of any Borrowing Base Certificate pursuant to paragraph (e) above, as of the period covered thereby, a schedule and aging of the Loan Parties’ accounts payable, delivered electronically in a text formatted file reasonably acceptable to the Administrative Agent;

(i)    within 30 days of each March 31 and September 30 an updated customer list for each Borrower and its Subsidiaries, which list shall state the customer’s name, mailing address and phone number, delivered electronically in a text formatted file reasonably acceptable to the Administrative Agent and certified as true and correct by a Financial Officer of the Borrower Representative;

(j)    promptly upon the Administrative Agent’s request:

(i)    copies of invoices in connection with the invoices issued by the Loan Parties in connection with any Accounts, credit memos, shipping and delivery documents, and other information related thereto;

(ii)    copies of purchase orders, invoices, and shipping and delivery documents in connection with any Inventory purchased by any Loan Party; and

(iii)    a schedule detailing the balance of all intercompany accounts of the Loan Parties;

(k)    promptly after the filing thereof with any Governmental Authority, a copy of each actuarial valuation report and, upon request of the Multicurrency Administrative Agent, Annual Information Return in respect of any Canadian Pension Plan;

(l)    promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Borrower or any Subsidiary with any U.S. or Canadian federal or provincial securities commission, or any Governmental Authority succeeding to any or all of the functions of said commission, or with any national securities exchange, or distributed by any Borrower to its shareholders generally, as the case may be. The applicable Borrower shall be deemed to have delivered the reports, statements and other materials required to be delivered pursuant to this Section 5.01(l) upon the filing of such reports, statements and other materials by the applicable Borrower through the SEC’s EDGAR system (or any successor electronic gathering system) or the publication by the applicable Borrower of such reports, statements and other materials on its website;

(m)    promptly following the Disposition of accounts receivable and other payment obligations in the ordinary course pursuant to Section 6.05(g), written notice to the Administrative Agent regarding such Dispositions including reasonably detailed information regarding each such Disposition; and

(n)    promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of any Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, the Multicurrency Administrative Agent or any Lender may reasonably request.

87.

SECTION 5.02.    Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following:

(a)    the occurrence of any Default;

(b)    receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect;

(c)    any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral;

(d)    any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance;

(e)    within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses;

(f)    simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate mark-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty;

(g)    the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000; and

(h)    any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03.    Existence; Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted in all material respects, except to the extent that the failure to maintain such existence and qualification or good standing could not reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03, and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted or in other fields of enterprise reasonably related thereto.

88.

SECTION 5.04.    Payment of Obligations. Each Loan Party will pay or discharge all of its respective Material Indebtedness and all other material liabilities and obligations, including material Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, however, each Loan Party will, and will cause each Subsidiary to, remit material withholding taxes and other material payroll taxes to appropriate Governmental Authorities as and when claimed to be due, notwithstanding the foregoing exceptions.

SECTION 5.05.    Maintenance of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

SECTION 5.06.    Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities, in an ordinary course manner as determined by the applicable Loan Party, and (b) permit any representatives designated by the Administrative Agent, the Multicurrency Administrative Agent or any Lender (including employees of the Administrative Agent, the Multicurrency Administrative Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, conduct at the Loan Party’s premises, field examinations of the Loan Party’s assets, liabilities, books and records, including examining and making extracts from its books and records, environmental assessment reports, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times as reasonably requested; provided that, except for inspections during the continuance of a Default (i) if Availability is less than the greater of (x) $125,000,000 or (y) 20% of the Line Cap, in each case, at any time during any Fiscal Year, no more than two such inspections shall be at the U.S. Borrower’s expense and (ii) otherwise, no more than one such inspection during such Fiscal Year shall be permitted and such inspection shall be at the U.S. Borrower’s expense. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent, the Multicurrency Administrative Agent and the Lenders.

SECTION 5.07.    Compliance with Laws.

(a)    Each Loan Party will, and will cause each Subsidiary to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b)    In addition to and without limiting the generality of clause (a), each Canadian Loan Party will, and will cause each Subsidiary to, (i) comply with all applicable provisions of Applicable Pension Laws and the regulations thereunder with respect to all Canadian Pension Plans, except where the failure to so comply could not reasonably be expected to result in a Material Adverse Effect; (ii) not: (A) contribute to or assume an obligation to contribute to any new defined benefit Canadian Pension Plan to which the Canadian Loan Party is not already contributing on the Original Effective Date, without the prior written consent of the Administrative Agent, which consent shall be granted unless otherwise determined by the Administrative Agent in its Permitted Discretion, or (B) unless required by a Governmental Authority, wind-up any defined benefit Canadian Pension Plan, in whole or in part, unless the Canadian Loan Party has obtained written advice from the actuary for such plan that the plan (or part thereof in the case of a partial windup) is fully funded or has a wind-up deficiency of no more than

89.

$10,000,000 at the effective date of the windup, without the prior written consent of the Administrative Agent, which consent shall be granted unless otherwise determined by the Administrative Agent in its Permitted Discretion. All employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of each Canadian Pension Plan or Canadian Benefit Plan shall be paid or remitted by each Canadian Loan Party and each Subsidiary of each Canadian Loan Party in a timely fashion in accordance with the terms thereof, any funding agreements and all applicable laws. The Canadian Loan Parties shall deliver to the Administrative Agent notification within 30 days of (w) any increases in the benefits of any existing Canadian Pension Plan or Canadian Benefit Plan, which increases have a cost to one or more of the Canadian Loan Parties and their Subsidiaries in excess of $250,000 per annum in the aggregate, or (x) the establishment of any new Canadian Pension Plan or Canadian Benefit Plan, or (y) the commencement of contributions to any such plan to which any Canadian Loan Party was not previously contributing, or (z) any voluntary or involuntary termination of, or termination of participation in, a Canadian Pension Plan.

(c)    The Loan Parties and each Subsidiary (1) shall be at all times in material compliance with all Environmental Laws, and (2) shall similarly ensure that the assets and operations are in material compliance with all Environmental Laws and that no Hazardous Materials are, contrary to any Environmental Laws, discharged, emitted, released, generated, used, stored, managed, transported or otherwise dealt with.

(d)    The Loan Parties and each Subsidiary of the Loan Parties will maintain in effect and enforce policies and procedures designed to ensure compliance by the Loan Parties and each Subsidiary of the Loan Parties and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

SECTION 5.08.    Use of Proceeds. The proceeds of the Loans will be used for general corporate purposes. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. The Borrowers will not request any Borrowing or Letter of Credit, and each Borrower shall not, directly or indirectly, use the proceeds of any Borrowing or Letter of Credit or lend, contribute or otherwise make available such proceeds to any Person, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions by any Person, including any party hereto.

SECTION 5.09.    Insurance. Each Loan Party will, and will cause each Subsidiary to, maintain with carriers that are financially sound and reputable (as determined in good faith by the Loan Parties) (a) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Borrowers will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.

SECTION 5.10.    Casualty and Condemnation. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding.

90.

SECTION 5.11.    Appraisals.

(a)    (A) If Availability is less than the greater of (x) $125,000,000 or (y) 20% of the Line Cap, in each case, at any time during any Fiscal Year, no more than two (2) times during such Fiscal Year, or (B) otherwise, no more than one (1) time during such Fiscal Year, the Administrative Agent may, at the Borrowers’ expense, arrange for appraisals or updates thereof of all of the Inventory constituting finished goods from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders. In addition, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative Agent shall have the right at the expense of the U.S. Loan Parties and at the Administrative Agent’s discretion, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as of such date, then the Administrative Agent shall (at the expense of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulation.

(b)    In addition to the appraisals provided for above, whenever a Default or Event of Default exists, the Administrative Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for additional appraisals or updates thereof of any or all of the Collateral from an appraiser, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders.

SECTION 5.12.    Depository Banks. Each of the Loan Parties will maintain the Administrative Agent, Bank of America, N.A., The Bank of Nova Scotia (for any Canadian Loan Party) or such other financial institution reasonably acceptable to the Administrative Agent (at the U.S. Borrower’s discretion) as its principal depository bank, including for the maintenance of operating, administrative, cash management, collection activity, and other deposit accounts for the conduct of its business.

SECTION 5.13.    Additional Collateral; Further Assurances.

(a)    Subject to applicable law, each Borrower and each Loan Party will cause each of its Domestic Subsidiaries and Canadian Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing (i) in the case of a Domestic Subsidiary, a U.S. Joinder Agreement and (ii) in the case of a Canadian Subsidiary, a Canadian Joinder Agreement (provided that, without limiting the provisions thereof, any Canadian Collateral of such Canadian Subsidiary shall be excluded from the Collateral securing the U.S. Secured Obligations).

Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the applicable Lender Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement.

91.

(b)    Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties.

(c)    The Borrowers agree that they will, or will cause their relevant Subsidiaries to, complete each of the actions described on Schedule 5.13 as soon as commercially reasonable and by no later than the date set forth on Schedule 5.13 with respect to such action or such later date as the Administrative Agent (acting in its sole discretion) may reasonably agree.

SECTION 5.14.    Borrowing Base Cash Collateral Accounts; Availability Cash Collateral Accounts.

(a)    Cash or Cash Equivalents in the U.S. Borrowing Base Cash Collateral Account and Canadian Borrowing Base Cash Collateral Account shall only be included in the applicable Borrowing Base on any day to the extent that the Administrative Agent has received from the bank with respect to which such account is maintained or the Borrower Representative, in such detail as the Administrative Agent shall request, information identifying the amounts of cash and Cash Equivalents held as of the end of the immediately preceding Business Day in each account included in the U.S. Borrowing Base Cash Collateral Account or Canadian Borrowing Base Cash Collateral Account, as applicable.

(b)    No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, withdraw any cash or Cash Equivalents from the U.S. Borrowing Base Cash Collateral Account or the Canadian Borrowing Base Cash Collateral Account unless:

(i)    the U.S. Borrower has provided the Administrative Agent with at least one Business Day prior notice of such withdrawal; and

(ii)    after giving effect to such withdrawal, the Revolving Exposure Limitations would not be exceeded.

(c)    No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, withdraw any cash or Cash Equivalents from the U.S. Availability Cash Collateral Account or the Canadian Availability Cash Collateral Account unless:

(i)    the Borrower Representative has provided the Administrative Agent with at least one Business Day prior notice of such withdrawal;

(ii)    after giving effect to such withdrawal (x) in the case of the U.S. Availability Cash Collateral Account (i) the sum of the aggregate undrawn amount of all outstanding Cash Collateralized Letters of Credit issued for the account of the U.S. Borrower plus, without duplication, the aggregate unpaid reimbursement obligations with respect to all Cash Collateralized Letters of Credit issued for the account of the U.S. Borrower, does not exceed (ii) the aggregate amount of cash and Cash Equivalents held in the U.S. Availability Cash Collateral

92.

Account and designated by the Borrower Representative as being allocated to Cash Collateralized Letters of Credit or (y) in the case of the Canadian Availability Cash Collateral Account (i) the sum of the aggregate undrawn amount of all outstanding Cash Collateralized Letters of Credit issued for the account of the Canadian Borrower plus, without duplication, the aggregate unpaid reimbursement obligations with respect to all Cash Collateralized Letters of Credit issued for the account of the Canadian Borrower, does not exceed (ii) the aggregate amount of cash and Cash Equivalents held in the Canadian Availability Cash Collateral Account and designated by the Borrower Representative as being allocated to Cash Collateralized Letters of Credit; and

(iii)    after giving effect to such withdrawal, the Revolving Exposure Limitations would not be exceeded.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements have been reimbursed, each Loan Party executing this Agreement covenants and agrees with the Lenders that:

SECTION 6.01.    Indebtedness. No Loan Party shall, nor shall it permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except:

(a)    Indebtedness owed by the U.S. Borrower or any of its Subsidiaries to the U.S. Borrower or any of its Subsidiaries; provided that (x) any Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party shall be subordinated to the Obligations (in the case of Indebtedness of any U.S. Loan Party) or the Canadian Obligations (in the case of Indebtedness of any Canadian Loan Party) and (y) any Indebtedness owed by a U.S. Loan Party to a Canadian Loan Party shall be subordinated to the Obligations;

(b)    Indebtedness of the U.S. Loan Parties issued in a Capital Markets Transaction, provided such Indebtedness is unsecured and such Indebtedness does not have a stated maturity date or required principal payments earlier than 91 days after the Maturity Date;

(c)    Guarantees of the U.S. Borrower under the LS&Co. Trust Agreement; provided that the investment activities of the LS&Co. Trust are in compliance with the Investment Policies;

(d)    Guarantees of (i) the U.S. Loan Parties in respect of the obligations of Loan Parties, (ii) the Canadian Loan Parties in respect of the obligations of Canadian Loan Parties and (iii) Foreign Subsidiaries that are not Loan Parties in respect of the obligations of Foreign Subsidiaries that are not Loan Parties, in each case, arising under or in connection with Banking Services in the ordinary course of business;

(e)    Indebtedness of the U.S. Borrower and its Subsidiaries outstanding on the Second Amendment Effective Date and listed on Schedule 6.01 and any Permitted Refinancing Indebtedness in respect thereof; provided that intercompany Indebtedness set forth on Schedule 6.01 may not be refinanced pursuant to Section 6.01(e) with third-party Indebtedness;

(f)    Indebtedness of the Loan Parties under the Loan Documents;

93.

(g)    Indebtedness of the U.S. Borrower and its Subsidiaries secured by Liens permitted by Section 6.02(c) not to exceed in the aggregate $200,000,000 at any time outstanding;

(h)    Indebtedness of the U.S. Borrower or any Subsidiary in respect of Swap Agreements permitted under Section 6.07;

(i)    so long as the Minimum Intercompany Transaction Requirement is met (unless pro forma Availability is not less than the greater of (x) $75.0 million and (y) 10% of the Line Cap, in which case, the Minimum Intercompany Transaction Requirement need not be met), Indebtedness (in the case of Indebtedness of (A) any U.S. Loan Party to any Subsidiary that is not a U.S. Loan Party or (B) any Canadian Loan Party to any Subsidiary that is not a Loan Party, maturing at least six months after the Maturity Date) of the U.S. Borrower and its Subsidiaries to LSIFCS or any other Affiliate of the U.S. Borrower providing services similar to the services provided by LSIFCS in the ordinary course of business and Indebtedness (in the case of Indebtedness of (A) any U.S. Loan Party to any Subsidiary that is not a U.S. Loan Party or (B) any Canadian Loan Party to any Subsidiary that is not a Loan Party, maturing at least six months after the Maturity Date) of LSIFCS or any other Affiliate of the U.S. Borrower providing services similar to the services provided by LSIFCS to the U.S. Borrower and any of its other Subsidiaries in the ordinary course of business;

(j)    Indebtedness of the U.S. Borrower and its Subsidiaries in the form of Real Estate Financing Transactions and any Permitted Refinancing Indebtedness in respect thereof, provided the aggregate principal amount of all Indebtedness permitted under this Section 6.01(j) and Section 6.01(k) (including all such Indebtedness existing on the Second Amendment Effective Date and listed on Schedule 6.01) does not exceed in the aggregate $350,000,000 at any time outstanding;

(k)    Indebtedness of the U.S. Borrower and its Subsidiaries in the form of Equipment Financing Transactions and any Permitted Refinancing Indebtedness in respect thereof, provided the aggregate principal amount of all Indebtedness permitted under this Section 6.01(k) and Section 6.01(j) (including all such Indebtedness existing on the Second Amendment Effective Date and listed on Schedule 6.01) does not exceed in the aggregate $350,000,000 at any time outstanding;

(l)    Indebtedness arising from agreements of the U.S. Borrower or any of its Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or Equity Interests of a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests of a Subsidiary; provided, however, that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the U.S. Borrower or such Subsidiary in connection with such disposition;

(m)    customary unsecured indemnification obligations and other unsecured Guarantees of the U.S. Borrower incurred in connection with any Permitted Foreign Receivables Transaction or any Foreign Inventory Transaction;

(n)    Indebtedness of the U.S. Borrower to any of its Subsidiaries or of any of its Subsidiaries to any of its Subsidiaries in connection with transactions incurred in the ordinary course of business in an amount not to exceed the value thereof and any related servicing fees;

(o)    Indebtedness of the U.S. Borrower and its Subsidiaries arising from the honoring of a check, draft, wire transfer or similar instrument against insufficient funds; provided that such Indebtedness is unsecured other than by a Lien permitted pursuant to Section 6.02(l) or is supported by a Letter of Credit;

94.

(p)    Indebtedness of any Foreign Subsidiary (other than a Canadian Subsidiary) to any Person other than the U.S. Borrower or any of its Subsidiaries and any related unsecured Guarantees issued by the U.S. Borrower or any other Loan Party, including, without limitation, Indebtedness incurred in connection with any Permitted Foreign Receivables Transaction or any Foreign Inventory Transaction;

(q)    Indebtedness of the U.S. Loan Parties secured by assets not constituting Collateral in reliance on Section 6.02(o); provided that such Indebtedness has a final maturity that is at least six months after the Maturity Date and does not have scheduled amortization in excess of 1% per annum of the original principal amount thereof in any four Fiscal Quarter Period prior to that date that is six months after the Maturity Date;

(r)    in addition to the foregoing Sections 6.01(a)-(q) and without duplication, Indebtedness of the U.S. Borrower and its Subsidiaries, provided that the aggregate principal amount of all Indebtedness outstanding at any time under this Section 6.01(r) shall not exceed the greater of (x) $200,000,000 and (y) 10% of the Consolidated Net Tangible Assets of the U.S. Borrower, in each case at any time outstanding;

(s)    Capital Lease Obligations of the U.S. Borrower or any of its Subsidiaries not exceeding $100,000,000 in aggregate principal amount at any time outstanding;

(t)    obligations of the U.S. Borrower to purchase Equity Interests from present or former employees, directors or other recipients (and their beneficiaries) of such Equity Interests under the U.S. Borrower’s incentive compensation plans and agreements as provided under such plans and agreements;

(u)    Indebtedness of a Subsidiary of the U.S. Borrower acquired after the Second Amendment Effective Date outstanding on the date on which that Subsidiary was acquired by the U.S. Borrower (other than Indebtedness incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which that Subsidiary became a Subsidiary of the U.S. Borrower); provided that at the time that such Subsidiary became a Subsidiary of the U.S. Borrower and after giving effect to the incurrence of that Indebtedness, (i) the U.S. Borrower would be in compliance with the Consolidated Fixed Charge Coverage Ratio test set forth in Section 6.14(a) (whether or not such covenant is otherwise then applicable) or (ii) such Consolidated Fixed Charge Coverage Ratio would have been greater than such ratio immediately prior to such transaction; and

(v)    Indebtedness in connection with one or more standby letters of credit or performance bonds issued by the U.S. Borrower or any of its Subsidiaries in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit.

SECTION 6.02.    Liens. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)    Permitted Encumbrances;

(b)    Liens existing on the Second Amendment Effective Date and listed on Schedule 6.02 and any renewals or extensions thereof, provided that the property covered thereby is not increased (except as contemplated thereby) and any renewal or extension of the obligations secured or benefited thereby constitutes Permitted Refinancing Indebtedness;

95.

(c)    purchase money Liens upon or in real property or Equipment acquired or held by the U.S. Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or to secure Indebtedness incurred solely for the purpose of financing the acquisition or improvement of any such property to be subject to such Liens and any Permitted Refinancing Indebtedness in respect thereof, or Liens existing on any such property at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price) and any Permitted Refinancing Indebtedness in respect thereof; provided, however, that no such Lien shall extend to or cover any property other than the property being acquired or improved; and provided, further, that the aggregate principal amount of the Indebtedness secured by Liens permitted by this Section 6.02(c) shall not exceed the amount permitted under Section 6.01(g);

(d)    Liens consisting of assignments, pledges or deposits securing the performance of, or payment in respect of, the customs duties owed to customs and revenue authorities arising in the ordinary course of business and as a matter of law in connection with the importation of goods, or securing guarantees, standby letters of credit, performance bonds or other similar bonds which, in turn, secure the payment of such customs duties to customs or revenue authorities;

(e)    Liens arising in connection with Capital Lease Obligations permitted under Section 6.01(s); provided that no such Lien shall extend to or cover any Collateral or assets other than the assets subject to such Capital Lease Obligations and the proceeds thereof;

(f)    Liens (other than Liens on assets of LSIFCS) attaching to ownership interests in joint ventures (whether in partnership, corporate or other form) or attaching to intellectual property rights relating to such joint ventures;

(g)    Liens (other than Liens on assets of LSIFCS) created in connection with (A) Equipment Financing Transactions and Permitted Refinancing Indebtedness in respect thereof permitted under Section 6.01(k) and (B) Real Estate Financing Transactions and Permitted Refinancing Indebtedness in respect thereof permitted under Section 6.01(j); provided, however, that no such Lien shall extend to or cover property (other than the property subject to such Equipment Financing Transaction or Real Estate Financing Transaction) or Collateral;

(h)    Liens created pursuant to applications or reimbursement agreements pertaining to documentary letters of credit which encumber documents and goods of the U.S. Borrower or any of its Subsidiaries (other than LSIFCS or the LS&Co. Trust) constituting part of the goods covered by the applicable letter of credit and the products and proceeds thereof;

(i)    Liens in favor of the counterparty to a repurchase agreement entered into in the ordinary course of business and permitted under Section 6.04(d) on the Cash Equivalents that are the subject of such repurchase agreement;

(j)    any interest or title of a lessor or a sublessor and any restriction or encumbrance to which the interest or title of such lessor or sublessor may be subject that is incurred in the ordinary course of business and, either individually or when aggregated with all other permitted Liens in effect on any date of determination, could not be reasonably expected to have a Material Adverse Effect;

(k)    leases or subleases granted to others not interfering with the ordinary conduct of the business of the grantor thereof;

(l)    Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds

96.

maintained with a creditor depository institution, or by virtue of the terms of a customary account agreement relating to a deposit account; provided that (i) such deposit account is not a U.S. Borrowing Base Cash Collateral Account or Canadian Borrowing Base Cash Collateral Account and is not subject to restrictions against access by the U.S. Borrower or any of its Subsidiaries owning the affected deposit account or other funds maintained with a creditor depository institution in excess of those set forth by regulations promulgated by the Federal Reserve Board or any foreign regulatory agency performing an equivalent function, and (ii) such deposit account is not intended by the U.S. Borrower or any of its Subsidiaries to provide collateral (other than such as is ancillary to the establishment of such deposit account) to the depository institution;

(m)    Liens, assignments and pledges of rights to receive premiums, interest or loss payments or otherwise arising in connection with any insurance or reinsurance agreements pertaining to losses covered by insurance, and Liens (including, without limitation and to the extent constituting Liens, negative pledges) in favor of insurers or reinsurers on pledges or deposits by the U.S. Borrower or any of its Subsidiaries under workmen’s compensation laws, unemployment insurance laws or similar legislation;

(n)    Liens on property of any Foreign Subsidiary (other than a Canadian Loan Party) securing obligations of Foreign Subsidiaries (other than a Canadian Loan Party);

(o)    In addition to the foregoing Sections 6.02(a)-(n), Liens on assets other than Collateral securing Indebtedness permitted by Section 6.01 in an aggregate principal amount not to exceed the greater of (x) an amount equal to $1,600,000,000 minus the aggregate amount of the Commitments then in effect and (y) the amount that, on a pro forma basis assuming all Commitments then in effect were fully drawn, would not cause the Secured Leverage Ratio of the U.S. Borrower to exceed 3.25 to 1.00 as of the most recent date for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to the date of incurrence of such Liens; provided that in the case of each of clauses (x) and (y), the trustee or agent, as applicable, for the holders of the Indebtedness secured by such Liens enter into a customary intercreditor agreement with the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and the Lenders;

(p)    Liens on cash, Cash Equivalents or other assets of the U.S. Borrower or any of its Subsidiaries deposited in a margin account securing Ordinary Course Swap Agreements permitted under Section 6.01(h);

(q)    In addition to the foregoing Sections 6.02(a)-(p), other Liens on assets other than Collateral securing Indebtedness outstanding of the U.S. Borrower or any of its Subsidiaries (other than the LS&Co. Trust) permitted by Section 6.01 in an aggregate principal amount not to exceed 5.0% of the Consolidated Net Tangible Assets of the U.S. Borrower as of the most recent date for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to the date of incurrence of such Liens;

(r)    Liens (including, without limitation and to the extent constituting Liens, negative pledges) on intellectual property arising from intellectual property licenses entered into in the ordinary course of business; and

(s)    Liens on cash or Cash Equivalents held as proceeds of Permitted Refinancing Indebtedness pending the payment, purchase, defeasance or other retirement of the Indebtedness being refinanced.

97.

SECTION 6.03.    Fundamental Changes. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom:

(a)    any Domestic Subsidiary may merge into or consolidate with, or may be liquidated, wound-up or dissolved into, the U.S. Borrower or any other Domestic Subsidiary; provided that (i) the Person formed by such merger or consolidation, or into which such Domestic Subsidiary is liquidated, wound-up or dissolved (A) in the case of any such transaction involving the U.S. Borrower, shall be the U.S. Borrower and (B) in the case of any such transaction involving a U.S. Guarantor and not the U.S. Borrower, shall be a U.S. Guarantor and (ii) concurrently with or prior to the consummation of such transaction, the U.S. Borrower shall have or caused to be delivered to the Administrative Agent such instruments, agreements or other documents as the Administrative Agent may reasonably request;

(b)    any Canadian Subsidiary may merge into, amalgamate or consolidate with, or may be liquidated, wound-up or dissolved into, the Canadian Borrower or any other Canadian Subsidiary; provided that (i) the Person formed by such merger, amalgamation or consolidation, or into which such Canadian Subsidiary is liquidated, wound-up or dissolved (A) in the case of any such transaction involving the Canadian Borrower, shall be the Canadian Borrower and (B) in the case of any such transaction involving a Multicurrency Loan Guarantor and not the Canadian Borrower, shall be a Multicurrency Loan Guarantor and (ii) concurrently with or prior to the consummation of such transaction, the Canadian Borrower shall have or caused to be delivered to the Administrative Agent such instruments, agreements or other documents as the Administrative Agent may reasonably request;

(c)    any Foreign Subsidiary (other than a Canadian Loan Party) may merge into or consolidate with, or may be liquidated, wound-up or dissolved into, the U.S. Borrower or any Subsidiary; provided that the Person formed by such merger or consolidation, or into which such Foreign Subsidiary is liquidated, wound-up or dissolved (i) in the case of any such transaction involving the U.S. Borrower shall be the U.S. Borrower, (ii) in the case of any such transaction involving the Canadian Borrower shall be the Canadian Borrower and (iii) in the case of any such transaction involving a Loan Guarantor and not the U.S. Borrower or the Canadian Borrower, shall be a Loan Guarantor;

(d)    the LS&Co. Trust may merge into or consolidate with any other trust adopted and maintained by the U.S. Borrower for a similar purpose pursuant to a trust agreement in form and substance reasonably satisfactory to the Administrative Agent;

(e)    the U.S. Borrower and any of its Subsidiaries may make any Disposition permitted pursuant to Section 6.05(k) or 6.05(m); and

(f)    Dispositions permitted by Section 6.05(p).

SECTION 6.04.    Investments, Loans, Advances, Guarantees and Acquisitions. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, make or hold any Investments, except:

(a)    loan Investments existing on the Second Amendment Effective Date and described on Schedule 6.04 and any extensions or renewals thereof or conversions of any such loan Investments to equity Investments;

98.

(b)    equity Investments by the U.S. Borrower and its Subsidiaries in their Subsidiaries existing on the Second Amendment Effective Date and described on Schedule 6.04;

(c)    advances by the U.S. Borrower or any of its Subsidiaries to officers, directors and employees of the U.S. Borrower or any of its Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes;

(d)    Investments by the U.S. Borrower or any Domestic Subsidiary in Short-term Investments held either (i) in an account subject to a control agreement or (ii) in an account not subject to a control agreement, provided that the aggregate amount of assets of all Loan Parties in all accounts of all such Persons not subject to control agreements in favor of the Administrative Agent at no time exceeds $10,000,000;

(e)    Investments by the U.S. Borrower or any of its Domestic Subsidiaries in the form of extensions of credit to customers or direct or indirect suppliers of the U.S. Borrower or any of its Domestic Subsidiaries in the ordinary course of business;

(f)    Investments by (i) any U.S. Loan Party in any other U.S. Loan Party, (ii) any Canadian Loan Party in any Loan Party and (iii) any Subsidiary of the U.S. Borrower that is not a Loan Party in the U.S. Borrower or any of its Subsidiaries;

(g)    Investments by any Foreign Subsidiary (other than a Canadian Loan Party);

(h)    Investments consisting of mergers and consolidations permitted under Section 6.03 and Restricted Payments and payments of other Indebtedness permitted under Section 6.08;

(i)    so long as the Minimum Intercompany Transaction Requirement is met (unless pro forma Availability is not less than the greater of (x) $75.0 million and (y) 10% of the Line Cap, in which case, the Minimum Intercompany Transaction Requirement need not be met), Investments among the U.S. Borrower and any of its Subsidiaries;

(j)    other Investments by the U.S. Borrower and its Subsidiaries in any Subsidiary of the U.S. Borrower not otherwise permitted under this Section 6.04, provided that (i) no Default or Event of Default shall have occurred and be continuing at the time such Investment is made or after giving effect thereto and (ii) after giving effect thereto, pro forma Availability is not less than the greater of (x) $100.0 million and (y) 15% of the Line Cap;

(k)    other Investments by the U.S. Borrower and its Subsidiaries not otherwise permitted under this Section 6.04, provided that (i) no Default shall have occurred and be continuing at the time such Investment is made or after giving effect thereto and (ii) after giving effect thereto, (1) such other Investments by the U.S. Borrower and its Subsidiaries pursuant to this clause (k) shall not exceed $40,000,000 in the aggregate and (2) the Consolidated Fixed Charge Coverage Ratio for the period of four consecutive Fiscal Quarters ended on the last day of the Fiscal Quarter most recently reported is not less than 1.00 to 1.00;

(l)    Investments by the U.S. Borrower into the LS&Co. Trust and by the LS&Co. Trust permitted by the LS&Co. Trust Agreement;

(m)    any Investment made in a Person to the extent the Investment represents the non-cash portion of the consideration received in connection with a Disposition consummated in compliance with clause (l) of Section 6.05; and

99.

(n)    to the extent constituting Investments, Swap Agreements permitted under Section 6.07;

provided further, that (i) the requirements of this Section 6.04 (other than the requirements of Section 6.04(d)) shall not apply to any Investment when the Payment Conditions with respect thereto are satisfied and the Loan Parties shall have delivered to the Administrative Agent either a certificate of a Financial Officer (with reasonably detailed calculations) certifying satisfaction of the Payment Conditions or other evidence of the same reasonably satisfactory to the Administrative Agent and (ii) no Default or Event of Default shall be deemed to have occurred if the Payment Conditions with respect to any Investment cease to be satisfied based solely on any Investments made when the Payment Conditions with respect thereto were satisfied.

SECTION 6.05.    Asset Sales. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except:

(a)    Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, including any property no longer used in the business;

(b)    Dispositions of Inventory (i) in the ordinary course of business or (ii) by the U.S. Borrower or any of its Subsidiaries to the U.S. Borrower or any of its Subsidiaries in arm’s-length transactions in the ordinary course of business;

(c)    Dispositions of past due accounts receivable to collection agencies in connection with the collection thereof in the ordinary course of business;

(d)    Dispositions by any Foreign Subsidiary (other than a Canadian Loan Party);

(e)    Dispositions permitted by Section 6.03;

(f)    Dispositions of real property pursuant to Real Estate Financing Transactions permitted under Section 6.01(j);

(g)    Dispositions of accounts receivable and other payment obligations owing to Loan Parties in the ordinary course so long as the Outstanding Receivables Amount (i) does not exceed $75,000,000 at any time and (ii) does not consist of Accounts and other payment obligations of more than two Account Debtors at any time;

(h)    Transfers and contributions of funds from time to time (i) by the U.S. Borrower to trusts adopted and maintained by the U.S. Borrower in connection with the deferred compensation plans adopted by the U.S. Borrower (collectively, the “LS&Co. Deferred Compensation Plan”) for the purpose of contributing funds to be held until paid to participants in the LS&Co. Deferred Compensation Plan and their beneficiaries (together with any successors, collectively, the “LS&Co. Trust”) pursuant to the related trust agreements (collectively, the “LS&Co. Trust Agreement”) and (ii) by the LS&Co. Trust to plan participants or the U.S. Borrower in accordance with the LS&Co. Trust Agreement;

(i)    Licenses of intellectual property rights (other than, prior to the Trademark Release Date, the Eligible Trademark Collateral) other than in the ordinary course of business or other Dispositions of all right, title and interest in any intellectual property (other than, prior to the Trademark Release Date, licenses of the Eligible Trademark Collateral), provided that each such Disposition is for fair market value (in the case of any material Disposition, as determined in good faith by the board of directors of the U.S. Borrower), provided further that, with respect to the intellectual property subject to any such Disposition,

100.

the sales in the applicable jurisdictions for the prior twelve-month period of Inventory using such intellectual property in the production thereof do not in the aggregate (A) with respect to any single Disposition (or series of Dispositions) account for more than five percent (5%) of the consolidated net sales of the U.S. Borrower and its Subsidiaries for the prior twelve-month period and (B) with respect to all such Dispositions account for more than ten percent (10%) of the consolidated net sales of the U.S. Borrower and its Subsidiaries for the prior twelve-month period;

(j)    Dispositions of equipment pursuant to Equipment Financing Transactions permitted under Section 6.01(k);

(k)    so long as the Minimum Intercompany Transaction Requirement is met (unless pro forma Availability is not less than the greater of (x) $75.0 million and (y) 10% of the Line Cap, in which case, the Minimum Intercompany Transaction Requirement need not be met), Dispositions by the U.S. Borrower or any of its Subsidiaries to the U.S. Borrower or any of its Subsidiaries of property other than Inventory, Accounts and, on or prior to the Trademark Release Date, the Eligible Trademark Collateral; provided that nothing in this Agreement or the other Loan Documents shall prohibit Dispositions by any of the U.S. Loan Parties to any of the other U.S. Loan Parties;

(l)    other Dispositions by the U.S. Borrower and its Subsidiaries of property other than Inventory, Accounts and intellectual property (other than following the Trademark Release Date, the Eligible Trademark Collateral); provided that (i) at the time of any such Disposition, no Default or Event of Default shall exist or shall result from such Disposition; (ii) the consideration received for such Disposition shall be in an amount at least equal to the fair market value of the assets sold, transferred, licensed or otherwise disposed of; (iii) at least seventy-five percent (75%) of the consideration received for such Disposition shall be cash; and (iv) the aggregate fair market value of all assets so sold, transferred, licensed or otherwise disposed of by the U.S. Borrower and its Subsidiaries shall not exceed $50,000,000 in any Fiscal Year;

(m)    Dispositions constituting leases or subleases granted to others in the ordinary course of business not interfering with the ordinary conduct of the business of the grantor thereof;

(n)    Dispositions involving the liquidation of any Foreign Subsidiary (other than a Canadian Loan Party) held directly by any Borrower or any Guarantor, provided that such Disposition is for the purpose of converting the U.S. Borrower’s business in such foreign region into licensee operations;

(o)    Dispositions of Short-term Investments in exchange for cash or other Short-term Investments;

(p)    Dispositions by the U.S. Borrower and its Subsidiaries of art and archived materials (as reasonably determined in good faith by the U.S. Borrower) with the fair market value (as reasonably determined in good faith by the U.S. Borrower) not to exceed $15,000,000 in the aggregate during the term of this Agreement; provided that (i) such art or archived materials do not constitute Inventory, Accounts or, on or prior to the Trademark Release Date, Eligible Trademark Collateral; (ii) such art or archived materials do not constitute a productive asset of the general type used in the business of the U.S. Borrower and its Subsidiaries; (iii) at the time of any such Disposition, no Default or Event of Default shall exist or result from such Disposition; and (iv) the $15,000,000 limit shall not apply as to the fair market value of any such Dispositions made in the form of a cash-less donation; and

(q)    licenses of intellectual property in the ordinary course of business.

101.

SECTION 6.06.    Sale and Leaseback Transactions. Except as otherwise permitted pursuant to Section 6.01 and Section 6.05, no Loan Party shall, nor shall it permit any of its Subsidiaries or the LS&Co. Trust to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred.

SECTION 6.07.    Swap Agreements. No Loan Party shall, nor shall it permit any of its Subsidiaries or the LS&Co. Trust to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which any Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of any Borrower or any of its Subsidiaries), (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Borrower or any Subsidiary, and (c) Ordinary Course Swap Agreements.

SECTION 6.08.    Restricted Payments; Certain Payments of Indebtedness.

(a)    No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, pay or make, directly or indirectly, any Restricted Payments, except that, so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (i) the U.S. Borrower may declare and pay dividends and distributions payable only in Equity Interests (other than Disqualified Stock) of the U.S. Borrower, (ii) the U.S. Borrower may purchase Equity Interests from present or former employees, directors or other recipients (and their beneficiaries) of such Equity Interests under the U.S. Borrower’s incentive compensation plans and agreements as provided under such plans and agreements for aggregate consideration not to exceed $35.0 million in any twelve (12) Fiscal Month period, (iii) Restricted Payments to a U.S. Loan Party, (iv) Restricted Payments by any Foreign Subsidiary to any Canadian Loan Party and (v) Restricted Payments by any Foreign Subsidiary (other than a Canadian Loan Party) to any Foreign Subsidiary; provided that (i) the requirements of this Section 6.08(a) shall not apply to any Restricted Payment when the Payment Conditions with respect thereto are satisfied and the Loan Parties shall have delivered to the Administrative Agent either a certificate of a Financial Officer (with reasonably detailed calculations) certifying satisfaction of the Payment Conditions or other evidence of the same reasonably satisfactory to the Administrative Agent and (ii) no Default or Event of Default shall be deemed to have occurred if the Payment Conditions with respect to any Restricted Payment cease to be satisfied based solely on any Restricted Payments made when the Payment Conditions with respect thereto were satisfied.

(b)    No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (collectively, a “prepayment”) any Indebtedness, except (i) the prepayment of the Loans in accordance with the terms of this Agreement, (ii) the prepayment of Indebtedness payable to a U.S. Loan Party, (iii) the prepayment of Indebtedness payable to a Canadian Loan Party by any Foreign Subsidiary, (iv) the prepayment of Indebtedness owed to any Foreign Subsidiary by any Foreign Subsidiary (other than a Canadian Loan Party), (v) the prepayment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of a permitted Disposition, (vi) the prepayment of Indebtedness, in whole or in part, from the net cash proceeds of (or in exchange for) Permitted Refinancing Indebtedness, (vii) the close out of Ordinary Course Swap Agreements, (viii) the prepayment of Indebtedness of the U.S. Borrower to any of its Subsidiaries and Indebtedness of any of its Subsidiaries to the U.S. Borrower or any of its other Subsidiaries to the extent such Indebtedness to be prepaid is permitted pursuant to Section 6.01, in each

102.

case, in accordance with any subordination terms thereof; provided in the case of a prepayment of Indebtedness of a Loan Party, at the time of such prepayment, such Loan Party would have been permitted to make an Investment in the Person to whom such prepayment is made in the amount of such prepayment and (ix) prepayment, redemption, defeasance, repurchase or other acquisition or retirement for value of the Existing Dollar Notes and the Existing Euro Notes, in each case required pursuant to the terms thereof as in effect on the Second Amendment Effective Date; provided that (i) the requirements of this Section 6.08(b) shall not apply to any payment in respect of any Indebtedness when the Payment Conditions with respect to such payment are satisfied and the Loan Parties shall have delivered to the Administrative Agent either a certificate of a Financial Officer (with reasonably detailed calculations) certifying satisfaction of the Payment Conditions or other evidence of the same reasonably satisfactory to the Administrative Agent and (ii) no Default or Event of Default shall be deemed to have occurred if the Payment Conditions with respect to any such payment in respect of Indebtedness cease to be satisfied based solely on any payments in respect of Indebtedness made when the Payment Conditions with respect thereto were satisfied.

SECTION 6.09.    Transactions with Affiliates. Except as permitted by Section 6.08(a), no Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, enter into any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than on terms substantially as favorable to the U.S. Borrower or such Subsidiary or the LS&Co. Trust as would be obtainable by the U.S. Borrower or such Subsidiary or the LS&Co. Trust at the time in a comparable arm’s-length transaction with a Person other than an Affiliate; provided that Dispositions permitted by Section 6.05(p) shall not be subject to these limitations.

SECTION 6.10.    Restrictive Agreements. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, enter into or suffer to exist any agreement or arrangement limiting the ability of any of such Subsidiaries or the LS&Co. Trust to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Indebtedness owed to, make loans or advances to, or otherwise transfer assets to or invest in, the U.S. Borrower or any of such Subsidiaries or the LS&Co. Trust (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (a) the Loan Documents, (b) restrictions on the declaration or payment or other distributions in respect of such Equity Interests contained in documentation for any Indebtedness permitted under Section 6.01(b), provided such restrictions are not more restrictive than the restrictions contained in the unsecured Indebtedness listed on Schedule 6.01 as in effect on the Second Amendment Effective Date, (c) restrictions on the transfer of the property subject to Equipment Financing Transactions permitted under Section 6.01(k) and Real Estate Financing Transactions permitted under Section 6.01(j) and Dispositions permitted under Section 6.05, (d) restrictions placed on the transfer by a Subsidiary of intellectual property rights granted by the U.S. Borrower in connection with the terms of licenses between the U.S. Borrower and any of its Subsidiaries relating to such intellectual property rights, (e) restrictions required to be placed on the transfer of property pursuant to a Lien permitted under Section 6.02, and (f) restrictions contained in the documentation for Indebtedness secured by a Lien permitted under Section 6.02(o) that are customary for financings of that type as determined in good faith by the board of directors of the U.S. Borrower.

SECTION 6.11.    Amendment of Material Documents.

(a)    No Loan Party shall, nor shall it permit any of its Subsidiaries or the LS&Co. Trust to, amend, modify or waive any of its rights under (i) any agreement relating to any Subordinated Indebtedness or (ii) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such amendment, modification or waiver would be materially adverse to the Lenders.

103.

(b)    No Loan Party shall, nor shall it permit any of its Subsidiaries or the LS&Co. Trust to, amend or otherwise change the terms of any Indebtedness (including without limitation any terms of any security agreement relating to any Indebtedness) in a manner that is materially adverse to the Lenders.

SECTION 6.12.    Negative Pledges. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except:

(a)    negative pledges existing on property of the U.S. Borrower and its Subsidiaries on the Second Amendment Effective Date and listed on Schedule 6.12;

(b)    negative pledges in favor of the Administrative Agent, the Multicurrency Administrative Agent and the Lenders pursuant to the Loan Documents;

(c)    negative pledges in connection with any purchase money Indebtedness permitted under Section 6.01(g) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness;

(d)    negative pledges in connection with any Capital Lease Obligation permitted under Section 6.01(s) solely to the extent that such Capital Lease Obligation prohibits a Lien on the property subject thereto;

(e)    negative pledges on the property subject to Equipment Financing Transactions permitted under Section 6.01(k) and Real Estate Financing Transactions permitted under Section 6.01(j), and negative pledges on the property subject to Liens permitted under Section 6.02;

(f)    negative pledges on intellectual property rights (other than, prior to the Trademark Release Date, Eligible Trademark Collateral) licensed from third parties;

(g)    negative pledges with respect to Indebtedness of Foreign Subsidiaries (other than Canadian Loan Parties) that only apply to the assets of such Foreign Subsidiaries; and

(h)    negative pledges in Indebtedness permitted by Section 6.01; provided that such negative pledges do not restrict the Loan Parties from securing the Obligations with Liens on any of their assets (except for restrictions contained in Indebtedness secured by Liens permitted by Section 6.02 which Liens apply only to the assets securing such Indebtedness).

SECTION 6.13.    Changes in Nature of Business; Fiscal Year. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, directly or indirectly engage in any material line of business not related, incidental or complementary to the manufacture and sale of clothing and accessories. The LOS Business is a business that is related to, complementary to, or incidental to the manufacture and sale of clothing within the meaning of the preceding sentence. No Loan Party shall change its fiscal year-end to a date other than the date specified (as of the Second Amendment Effective Date) in the definition of Fiscal Year.

SECTION 6.14.    Financial Covenant.

(a)    Consolidated Fixed Charge Coverage Ratio. During any Compliance Period, the Borrower will not permit the Consolidated Fixed Charge Coverage Ratio for any twelve Fiscal Month period ending on the last day of each Fiscal Month, commencing with the Fiscal Month most recently ended prior to the commencement of such Compliance Period for which financial statements have been delivered pursuant to this Agreement or as of the last day of any subsequent Fiscal Month thereafter until the end of such Compliance Period, to be less than 1.0 to 1.0.

104.

ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a)    any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)    any Borrower shall fail to pay (i) any interest on any Loan payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days or (ii) any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days after written notice thereof from the Administrative Agent (which written notice shall be given at the request of any Lender);

(c)    any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection with, this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been materially incorrect when made or deemed made;

(d)    any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect to a Loan Party’s existence), 5.08, 5.11 or in Article VI;

(e)    any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article) or any other Loan Document, and such failure shall continue unremedied for a period of (i) 5 Business Days after the earlier of any Loan Party’s knowledge of such breach or written notice thereof from the Administrative Agent (which written notice will be given at the request of any Lender) if such breach relates to terms or provisions of Section 5.01(e), (f), (g) or (h) (or 2 Business Days if subclause (ii) of the proviso in Section 5.01(e) shall apply), or (ii) 30 days after the earlier of any Loan Party’s knowledge of such breach or written notice thereof from the Administrative Agent (which written notice will be given at the request of any Lender) if such breach relates to terms or provisions of any other Section of this Agreement or any other Loan Document;

(f)    any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, including the passage of any notice and cure periods for such Material Indebtedness;

(g)    any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their

105.

behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h)    an involuntary case or proceeding shall be commenced or an involuntary petition shall be filed seeking (i) bankruptcy, liquidation, winding up, dissolution, reorganization or other relief in respect of a Loan Party or any Material Domestic Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) the appointment of a receiver, receiver and manager, interim receiver, trustee, custodian, sequestrator, monitor, administrator, liquidator, conservator or similar official for any Loan Party or any Material Domestic Subsidiary or for a substantial part of its assets, (iii) possession, foreclosure, seizure or retention, sale or other disposition of, or other proceedings to enforce security over, all or any substantial part of the assets, of such Loan Party or any Material Domestic Subsidiary, or (iv) the composition, rescheduling, reorganization, arrangement or readjustment of, or other relief from, or stay of proceedings to enforce, some or all of the debts or obligations of any Loan Party or any Material Domestic Subsidiary, and in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i)    any Loan Party or any Material Domestic Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or any Material Domestic Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j)    any Loan Party or any Material Domestic Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k)    (i) one or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 shall be rendered against any Loan Party, any Subsidiary of any Loan Party or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any Subsidiary of any Loan Party to enforce any such judgment; or (ii) any Loan Party or any Subsidiary of any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;

(l)    an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $50,000,000 in any year for all periods;

(m)    a Change of Control shall occur;

106.

(n)    any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken by any Loan Party to discontinue or to assert the invalidity or unenforceability of any Loan Guaranty or any Loan Guarantor shall deny that it has any further liability under any Loan Guaranty to which it is a party, or shall give notice to such effect, except where due to such Loan Party’s permitted liquidation or dissolution under the terms of this Agreement;

(o)    except as permitted by the terms of any Collateral Document, for any reason other than the failure of the Administrative Agent to take any action available to it to maintain perfection of the Administrative Agent’s Liens pursuant to the Loan Documents, (i) any Collateral Document shall for any reason fail to create a valid security interest in any Collateral purported to be covered thereby, or (ii) any Lien securing any Secured Obligation shall cease to be a perfected, first priority Lien; or

(p)    any Loan Document for any reason ceases to be valid, binding and enforceable against any applicable Loan Party in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms);

then, and in every such event (other than an event with respect to the Borrowers described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to the Borrowers described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC or the PPSA, as applicable.

ARTICLE VIII

The Administrative Agents

Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the Administrative Agent and, as applicable, the Multicurrency Administrative Agent, as its agent and authorizes each of the Administrative Agents to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Applicable Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

Each bank serving as the Administrative Agent or Multicurrency Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Multicurrency Administrative Agent, and

107.

such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Multicurrency Administrative Agent hereunder.

Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the Administrative Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by such bank serving as the Administrative Agent or Multicurrency Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agent.

Each of the Administrative Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agents also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agents may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Each of the Administrative Agents may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Person. Each of the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Multicurrency Administrative Agent.

Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraph, each of the Administrative Agents may resign at any time by notifying the

108.

Lenders, the Issuing Banks and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives notice of its resignation, then the retiring agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent or Multicurrency Administrative Agent, as applicable, which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as an Administrative Agent or Multicurrency Administrative Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Multicurrency Administrative Agent, as applicable, and the retiring Administrative Agent or Multicurrency Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Multicurrency Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Multicurrency Administrative Agent, as applicable, resigns hereunder, the provisions of this Article, Section 2.17(d) and Section 9.03 shall continue in effect for the benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Applicable Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

109.

To the extent required by any applicable law, each Agent may withhold from any payment to any Lender under any Loan Document an amount equal to any applicable withholding Tax. If the IRS or any other Governmental Authority asserts a claim that such Agent did not properly withhold Tax from amounts paid to or for the account of any Lender (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding Tax with respect to a particular type of payment, or because such Lender failed to notify such Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding Tax ineffective, or for any other reason), or such Agent reasonably determines that it was required to withhold Taxes from a prior payment but failed to do so, such Lender shall promptly indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as Tax or otherwise, including penalties and interest, and together with all expenses incurred by such Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. Each Agent may offset against any payment to any Lender under a Loan Document, any applicable withholding Tax that was required to be withheld from any prior payment to such Lender but which was not so withheld, as well as any other amounts for which such Agent is entitled to indemnification from such Lender under this Article VIII.

ARTICLE IX

Miscellaneous

SECTION 9.01.    Notices.

(a)    Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

(i) if to any Loan Party, to the Borrower Representative at:

Levi Strauss & Co.

1155 Battery Street

San Francisco, CA 94111

Attention: Treasurer

Facsimile No: (415) 501-1342

with a copy to:

Levi Strauss & Co.

1155 Battery Street

San Francisco, CA 94111

Attention: Assistant Treasurer

Facsimile No: (415) 501-1342

and

Levi Strauss & Co.

1155 Battery Street

San Francisco, CA 94111

Attention: Director of Treasury Operations

Facsimile No: (415) 501-1342

110.

and

Levi Strauss & Co.

1155 Battery Street

San Francisco, CA 94111

Attention: Office of the General Counsel

Facsimile No: (415) 501-7650

and the Treasury Department of the U.S. Borrower at an email address on file with the Administrative Agent;

(ii) if to the Administrative Agent, JPMorgan Chase Bank, N.A., in its capacity as Issuing Bank or the Swingline Lender, to JPMorgan Chase Bank, N.A. at:

3 Park Plaza, Suite 900

Irvine, CA 92614

Attention: Annaliese Fisher

Facsimile No: (949) 471-9872

(iii) if to the Multicurrency Administrative Agent, to JPMorgan Chase Bank, N.A., Toronto Branch at:

3 Park Plaza, Suite 900

Irvine, CA 92614

Attention: Annaliese Fisher

Facsimile No: (949) 471-9872

McMillan LLP

Brookfield Place

181 Bay Street, Suite 4400

Toronto, Ontario M5J 2T3

Canada

Attention: Jeff Rogers

Facsimile No: (647) 722-6742

(iv) if to any other Lender, or any other Issuing Bank, to it at its address or facsimile number set forth in its Administrative Questionnaire.

All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received or (ii) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient.

(b)    Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II or to compliance and no Default certificates delivered pursuant to Section 5.01(c) unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower Representative (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to

111.

procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. All such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor.

(c)    Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

SECTION 9.02.    Waivers; Amendments.

(a)    No failure or delay by the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Multicurrency Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

(b)    Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Multicurrency Administrative Agent and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iv) change Section 2.10(b) that would alter the manner in which payments are shared under such section, without the written consent of each Lender (including any such Lender that is a Defaulting Lender), (v) change Section 2.18(b) or (d) in a manner that would alter the manner in which payments are shared or proceeds from enforcement are applied, without the written consent of each Lender (including any such Lender that is a Defaulting Lender), (vi) modify the eligibility criteria used in the definitions contained in the definition of “U.S. Borrowing Base” or in the definition of “Canadian Borrowing Base,” without the written consent of the

112.

Supermajority Revolving Lenders, (vii) increase the advance rates set forth in the definition of “U.S. Borrowing Base” or “Canadian Borrowing Base” without the consent of each Lender, (viii) change any of the provisions of this Section or the definition of “Required Lenders,” “Supermajority Revolving Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (ix) change Section 2.20, without the consent of each Lender (other than any Defaulting Lender), (x) release any Loan Guarantor from its obligation under its Loan Guaranty or release any Borrower from its payment obligations with respect to principal and interest on the Loans, fees pursuant to Section 2.12 and reimbursement obligations with respect to any Letter of Credit (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), or (xi) except as provided in clauses (c) and (d) of this Section or in any Collateral Document, release all or substantially all of the Collateral (or subordinate the Liens of the Administrative Agent under the Collateral Documents with respect to all or substantially all of the Collateral), without the written consent of each Lender (other than any Defaulting Lender); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Multicurrency Administrative Agent, an Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be (it being understood that any change to Section 2.20 shall require the consent of the Administrative Agent, the Multicurrency Administrative Agent, each Issuing Bank and the Swingline Lender). The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.04.

(c)    The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty provided by such Subsidiary, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII or (v) in the case of the Eligible Trademark Collateral, so long as no Default has occurred and is continuing and on a pro forma basis after excluding the Trademark Amount from the U.S. Borrowing Base, the Revolving Exposure Limitations would not be exceeded. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders (or other percentage as specified in Section 9.02(b) above); provided that, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. The Lenders hereby further authorize the Administrative Agent, at its option and in its sole discretion, to release any Guarantor (other than a Borrower) from its obligations under the Loan Documents upon any Disposition of Equity Interests of such Guarantor made in compliance with Section 6.05 following which such Guarantor ceases to be a Subsidiary of the U.S. Borrower.

113.

(d)    If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrowers and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

(e)    Notwithstanding anything in this Section 9.02 to the contrary, upon prior written notice to the Lenders (which shall in no event be later than seven (7) Business Days prior to the proposed effectiveness thereof) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers to add additional borrowers organized in the United Kingdom, the French Republic, the Federal Republic of Germany and/or the Kingdom of Belgium and to include an additional subfacility for such borrowers hereunder and to include the Accounts and/or Inventory of such subsidiaries in a “borrowing base” available to such borrowers hereunder (it being understood that (i) obligations in respect of any such subfacility shall rank junior to the Obligations under the U.S. Facility and Canadian Facility in respect of rights to receive payments from U.S. Collateral and junior to the Obligations under the Canadian Facility in respect of rights to receive payments from Canadian Collateral, (ii) no Lender hereunder shall be required to extend any commitment to lend to any such additional borrower or such additional subfacility unless otherwise agreed by such Lender, (iii) the commitments and extensions of credit under any such subfacility shall be included for voting purposes in a manner substantially identical to the manner the commitments and extensions of credit under the U.S. Facility and Canadian Facility are included, and (iv) the Loan Documents shall be amended (or amended and restated) as mutually agreed by the Administrative Agent, the Borrowers and each Lender with respect to such additional borrowers or additional subfacilities (including, without limitation, with respect to (x) conditions precedent regarding any AML Legislation and (y) the definition of “Excluded Taxes” and whether a carve-out from the gross-up for withholding taxes for day-one taxes imposed by the jurisdiction of such additional borrower is necessary)).

SECTION 9.03.    Expenses; Indemnity; Damage Waiver.

(a)    The Borrowers shall pay (i) all reasonable and documented out of pocket expenses incurred by each Applicable Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for such Applicable Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, the

114.

Multicurrency Administrative Agent, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed to the Administrative Agent by the Borrowers under this Section include, without limiting the generality of the foregoing, reasonable and documented costs and expenses incurred in connection with:

(i)    appraisals and insurance reviews;

(ii)    field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination, together with the reasonable fees and expenses associated with collateral monitoring services performed by the Administrative Agent (and the Borrowers agree to modify or adjust the computation of the U.S. Borrowing Base or Canadian Borrowing Base, as applicable — which may include maintaining additional Reserves, modifying the advance rates or modifying the eligibility criteria for the components of the U.S. Borrowing Base or Canadian Borrowing Base — to the extent required by the Administrative Agent as a result of any such evaluation, appraisal or monitoring);

(iii)    taxes, fees and other charges for (A) lien and title searches and title insurance and (B) recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;

(iv)    sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take after notice thereof to such Loan Party; and

(v)    forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral.

All of the foregoing costs and expenses may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.18(c).

(b)    The U.S. Borrower shall indemnify the Administrative Agent, the Multicurrency Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions, the Original Transactions, the First Amendment Transactions or any other transactions contemplated hereby, by the Original Credit Agreement or by the Existing Credit Agreement, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of their

115.

Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the failure of the Borrowers to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by the Borrowers for Taxes pursuant to Section 2.17, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 9.03(b) (except for clause (iv) above) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages etc. arising from any non-Tax claim.

(c)    The Canadian Borrower shall indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions, the Original Transactions, the First Amendment Transactions or any other transactions contemplated hereby, by the Original Credit Agreement or by the Existing Credit Agreement, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of their Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the failure of the Borrowers to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by the Borrowers for Taxes pursuant to Section 2.17, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, in each case, as such losses, claims, damages, penalties, liabilities, related expenses, fees, charges and disbursements of counsel relate to the assets or actions of the Canadian Loan Parties or the Loans or Letters of Credit made to or for the account of the Canadian Borrower; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 9.03(c) (except for clause (iv) above) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(d)    To the extent that the Borrowers fail to pay any amount required to be paid by it to the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank or the Swingline Lender under paragraph (a), (b) or (c) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Multicurrency Administrative Agent, each Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank or the Swingline Lender in its capacity as such.

(e)    To the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or

116.

punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, the Original Transactions, the First Amendment Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(f)    All amounts due under this Section shall be payable promptly after written demand therefor.

(g)    No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that this clause (g) shall not apply to the extent that such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

SECTION 9.04.    Successors and Assigns.

(a)    The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Multicurrency Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)    (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A)    the Borrower Representative, provided that, as long as the Borrower Representative shall have received the materials required by Section 2.17(f)(i)(A) through (E) (as applicable), or written notice that a potential assignee is not eligible to deliver such materials, the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice of the proposed assignment and the materials required by Section 2.17(f)(i)(A) through (E) (as applicable), or written notice that a potential assignee is not eligible to deliver such materials, (it being understood that the Borrower Representative’s determination to withhold its consent to an assignment pursuant to this subclause (A) due to the delivery of materials required by Section 2.17(f)(i)(A) through (E) (as applicable) that, other than as a result of a Change in Law, do not establish a complete exemption from U.S. Federal withholding tax with respect to payments of interest under this Agreement, or the failure to provide any such materials, shall not be deemed unreasonable), and provided further that no consent of the Borrower Representative shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;

117.

(B)    the Administrative Agent (such consent not to be unreasonably withheld or delayed); and

(C)    each Issuing Bank (such consent not to be unreasonably withheld or delayed).

(ii)    Assignments shall be subject to the following additional conditions:

(A)    except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Borrower Representative and the Administrative Agent otherwise consent, provided that no such consent of the Borrower Representative shall be required if an Event of Default has occurred and is continuing;

(B)    each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C)    the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(D)    the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the U.S. Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal, provincial, territorial and state securities laws.

For the purposes of this Section 9.04(b), the terms “Approved Fund” and “Eligible Assignees” have the following meaning:

“Approved Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Eligible Assignee” means (a) a commercial bank, commercial finance company or other asset-based lender, having total assets (or total assets under management) in excess of $1,000,000,000; (b) any Lender listed on the signature page of this Agreement; (c) any Affiliate of any Lender; (d) any Approved Fund; and (e) if an Event of Default has occurred and is continuing, any Person reasonably acceptable to the Administrative Agent; provided that notwithstanding anything to the contrary herein, no assignment may be made or participations sold to (x) any Defaulting Lender or any of its subsidiaries or (z) a natural person.

118.

(iii)    Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv)    The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amounts of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent, the Multicurrency Administrative Agent, each Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, each Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v)    Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05, 2.06(e) or (f), 2.07(b), 2.18(d) or 9.03(d), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)    Any Lender may, without the consent of the Borrowers, the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrowers, the Administrative Agent, the Multicurrency Administrative Agent, each Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b)

119.

that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) shall be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(d)    Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05.    Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto (with respect to the representations and warranties, on each date made) and shall (subject to the limitations set forth in Section 4.02(a)) survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

120.

SECTION 9.06.    Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the U.S. and Multicurrency Administrative Agents and when the U.S. and Multicurrency Administrative Agents shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07.    Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08.    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrowers or any Loan Guarantor against any of and all the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The applicable Lender shall notify the Borrower Representative and the Administrative Agent of such setoff or application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SETOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.

SECTION 9.09.    Governing Law; Jurisdiction; Consent to Service of Process.

(a)    The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York, but giving effect to federal laws applicable to national banks.

(b)    Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any U.S. Federal or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative

121.

Agent, the Multicurrency Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c)    Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)    Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10.    WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11.    Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12.    Confidentiality. Each of the Administrative Agent, the Multicurrency Administrative Agent, each Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations under this Agreement or any credit insurance provider relating to the Loan Parties and their obligations under this Agreement, (g) with the consent of the Borrower Representative, (h) to holders of Equity Interests in any Borrower, (i) to the extent necessary or customary for inclusion in league table measurements or in any tombstone or other advertising materials (and the Loan Parties consent to the publication of such tombstone or other advertising materials by any Administrative Agent, any Lender, any Issuing Bank or any of their Related Parties), (j) to Moody’s or S&P on a confidential

122.

basis in connection with obtaining or maintaining ratings, (k) on a confidential basis, to market data collectors and service providers to the Administrative Agent in connection with the administration and management of this Agreement and the Loan Documents or (l) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrowers. For the purposes of this Section, “Information” means all information received from the Borrowers relating to the Borrowers or their business, other than any such information that is available to the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrowers; provided that, in the case of information received from the Borrowers after the Second Amendment Effective Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.13.    Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, neither any Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.

SECTION 9.14.    USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) hereby notifies the Borrowers that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the names and addresses of the Borrowers and other information that will allow such Lender to identify the Loan Parties in accordance with the Patriot Act.

SECTION 9.15.    Disclosure. Each Loan Party and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates.

SECTION 9.16.    Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC, the PPSA or any other applicable law can be perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof and, promptly upon the Administrative Agent’s request therefor, shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions.

SECTION 9.17.    Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be

123.

limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.18.    Lender Loss Sharing Agreement.

(a)    Definitions. As used in this Section 9.18, the following terms shall have the following meanings:

(i)    “CAM” means the mechanism for the allocation and exchange of interests in the Loans, participations in Letters of Credit and collections thereunder established under Section 9.18(b).

(ii)    “CAM Exchange” means the exchange of the U.S. Revolving Lenders’ interests and the Multicurrency Revolving Lenders’ interests provided for in Section 9.18(b).

(iii)    “CAM Exchange Date” means the first date after the Second Amendment Effective Date on which there shall occur (a) any event described in paragraphs (h) or (i) of Article VII with respect to any Borrower or (b) an acceleration of Loans and termination of the Commitment pursuant to Article VII.

(iv)    “CAM Percentage” means, as to each Revolving Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Amount of the Credit Exposure owed to such Revolving Lender (whether or not at the time due and payable) and (b) the denominator shall be the aggregate Dollar Amount (as so determined) of the Credit Exposure owed to all the Revolving Lenders (whether or not at the time due and payable).

(v)    “Designated Obligations” means all Obligations of the Borrowers with respect to (a) principal and interest under the Loans, (b) unreimbursed drawings under Letters of Credit and interest thereon and (c) fees under Section 2.12.

(b)    CAM Exchange.

(i)    On the CAM Exchange Date,

(w)    the Multicurrency Commitments and the U.S. Commitments shall terminate in accordance with Article VII;

(x)    each U.S. Revolving Lender shall fund in Dollars at par Dollar Amount its participation in any outstanding U.S. Protective Advances and Swingline Loans in accordance with Section 2.04 and Section 2.05 of this Agreement, and each Multicurrency Revolving Lender shall fund in Dollars at par Dollar Amount its participation in any outstanding Multicurrency Protective Advances and Swingline Loans in accordance with Section 2.04 and Section 2.05;

(y)    each U.S. Revolving Lender shall fund in Dollars at par the Dollar Amount its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(f), and each Multicurrency Revolving Lender shall fund the Dollar Amount of its participation in any unreimbursed LC Disbursements made under the Multicurrency Letters of Credit in the currency in which such LC Disbursement was made in accordance with Section 2.06(f), and

124.

(z)    the Lenders shall purchase in Dollars at par Dollar Amount interests in the Designated Obligations under each Facility (pro rata in respect of the obligations of each Borrower in the case of the Multicurrency Facility) (and shall make payments in Dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse the applicable Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Facility (pro rata in respect of the obligations of each Borrower in the case of the Multicurrency Facility) such that, in lieu of the interests of each Lender in the Designated Obligations of each Borrower under the U.S. Facility and the Multicurrency Facility in which it shall have participated immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations of each Borrower immediately following the CAM Exchange; provided that HSBC Bank USA, N.A. shall not be required to purchase or assume the interests of any of its affiliates in the Designated Obligations.

(ii)    Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.18 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans under this Agreement to the Applicable Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

(iii)    As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages.

(iv)    In the event that on or after the CAM Exchange Date, the aggregate amount of the Designated Obligations shall change as a result of the making of a disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the Borrowers, then each Lender shall promptly reimburse such Issuing Bank for its CAM Percentage of such unreimbursed payment in the Dollar Amount thereof.

(c)    Notwithstanding any other provision of this Section 9.18, each Applicable Administrative Agent and each Lender agree that if any Applicable Administrative Agent or a Lender is required under applicable law or practice of a Governmental Authority to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify each Applicable Administrative Agent or any Lender with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Applicable Administrative Agent or any Lender subject to such withholding to any Applicable Administrative Agent or any other Lender making such

125.

withholding and paying over such amounts, but without diminution of the rights of each Applicable Administrative Agent or such Lender subject to such withholding as against the Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated, for the purpose of this Section 9.18, as having been paid to each Applicable Administrative Agent or such Lender with respect to which such withholding or deduction was made. The parties hereto do not intend for a CAM Exchange to result in a settlement, extinguishment or substitution of indebtedness by the relevant Borrower.

SECTION 9.19.    Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert an amount due hereunder in the currency in which it is due (the “Original Currency”) into another currency (the “Second Currency”), the rate of exchange applied shall be that at which, in accordance with normal banking procedures, the Administrative Agent could purchase the Original Currency with the Second Currency at the Spot Rate on the date two Business Days preceding that on which judgment is given. Each Loan Party agrees that its obligation in respect of any Original Currency due from it hereunder shall, notwithstanding any judgment or payment in such other currency, be discharged only to the extent that, on the Business Day following the date the Administrative Agent receives payment of any sum so adjudged to be due hereunder in the Second Currency, the Administrative Agent may, in accordance with normal banking procedures, purchase, in the New York foreign exchange market, the Original Currency with the amount of the Second Currency so paid; and if the amount of the Original Currency so purchased or could have been so purchased is less than the amount originally due in the Original Currency, each Loan Party agrees as a separate obligation and notwithstanding any such payment or judgment to indemnify the Administrative Agent against such loss. The term “rate of exchange” in this Section 9.19 means the Spot Rate at which the Administrative Agent, in accordance with normal practices, is able on the relevant date to purchase the Original Currency with the Second Currency, and includes any premium and costs of exchange payable in connection with such purchase.

SECTION 9.20.    Anti-Money Laundering Legislation.

(a)    Each Borrower acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws in each relevant jurisdiction (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Administrative Agent, the Multicurrency Administrative Agent, the Lenders and the Issuing Banks may be required to obtain, verify and record information regarding the Borrowers and their respective directors, authorized signing officers and the transactions contemplated hereby. Each Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or any prospective assignee or participant of a Lender, any Issuing Bank, the Administrative Agent or the Multicurrency Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

(b)    If the Administrative Agent has ascertained the identity of any Borrower or any authorized signatories of the Borrower for the purposes of applicable AML Legislation, then the Administrative Agent:

(i)    shall be deemed to have done so as an agent for each Issuing Bank and each Lender, and this Agreement shall constitute a “written agreement” in such regard between such Issuing Bank or such Lender and the Administrative within the meaning of the applicable AML Legislation; and

(ii)    shall provide to each Issuing Bank and each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

126.

Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each Lender and each Issuing Bank agrees that neither the Administrative Agent nor the Multicurrency Administrative Agent have any obligation to ascertain the identity of the Borrowers or any authorized signatories of the Borrowers on behalf of any Lender or Issuing Bank, or to confirm the completeness or accuracy of any information it obtains from any Borrower or any such authorized signatory in doing so. Furthermore, the foregoing clause (b) shall not affect any Lender’s right to request information and ascertain for itself, in its sole discretion, the identity of any Borrower or any authorized signatories of the Borrower for the purposes of applicable AML Legislation.

SECTION 9.21.    No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Banks”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Agreement or the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Bank, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Banks, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Bank has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Bank is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.

SECTION 9.22.    Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)    the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)    the effects of any Bail-In Action on any such liability, including, if applicable:

(i)    a reduction in full or in part or cancellation of any such liability;

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

127.

(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

ARTICLE X

U.S. Loan Guaranty

SECTION 10.01.    Guaranty. Each U.S. Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the Lenders, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the U.S. Secured Obligations and all costs and expenses, including, without limitation, all court costs and attorneys’ fees and expenses paid or incurred by the Administrative Agent, any Issuing Bank and any Lender in endeavoring to collect all or any part of the U.S. Secured Obligations from, or in prosecuting any action against, any Borrower, any U.S. Guarantor or any other guarantor of all or any part of the U.S. Secured Obligations (such costs and expenses, together with the U.S. Secured Obligations, collectively the “U.S. Guaranteed Obligations”). Each U.S. Guarantor further agrees that the U.S. Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the U.S. Guaranteed Obligations.

SECTION 10.02.    Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each U.S. Guarantor waives any right to require the Administrative Agent, any Issuing Bank or any Lender to sue any Borrower, any U.S. Guarantor, any other guarantor, or any other Person obligated for all or any part of the U.S. Guaranteed Obligations (each, a “U.S. Obligated Party”), or otherwise to enforce its payment against any collateral securing all or any part of the U.S. Guaranteed Obligations.

SECTION 10.03.    No Discharge or Diminishment of Loan Guaranty.

(a)    Except as otherwise provided for herein, the obligations of each U.S. Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the U.S. Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the U.S. Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other U.S. Obligated Party liable for any of the U.S. Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any U.S. Obligated Party or their assets or any resulting release or discharge of any obligation of any U.S. Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any U.S. Obligated Party, the Administrative Agent, any Issuing Bank, any Lender or any other person, whether in connection herewith or in any unrelated transactions.

(b)    The obligations of each U.S. Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the U.S. Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any U.S. Obligated Party, of the U.S. Guaranteed Obligations or any part thereof.

128.

(c)    Further, the obligations of any U.S. Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the U.S. Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the U.S. Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the U.S. Guaranteed Obligations or any obligations of any other U.S. Obligated Party liable for any of the U.S. Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, any Issuing Bank or any Lender with respect to any collateral securing any part of the U.S. Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the U.S. Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such U.S. Guarantor or that would otherwise operate as a discharge of any U.S. Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the U.S. Guaranteed Obligations).

SECTION 10.04.    Defenses Waived. To the fullest extent permitted by applicable law, each U.S. Guarantor hereby waives any defense based on or arising out of any defense of any Borrower or any U.S. Guarantor or the unenforceability of all or any part of the U.S. Guaranteed Obligations from any cause, or the cessation from any cause of the liability of any Borrower or any Loan Guarantor, other than the indefeasible payment in full in cash of the U.S. Guaranteed Obligations. Without limiting the generality of the foregoing, each U.S. Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any U.S. Obligated Party, or any other Person. Each U.S. Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any U.S. Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such U.S. Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the U.S. Guaranteed Obligations, compromise or adjust any part of the U.S. Guaranteed Obligations, make any other accommodation with any U.S. Obligated Party or exercise any other right or remedy available to it against any U.S. Obligated Party, without affecting or impairing in any way the liability of such U.S. Guarantor under this Loan Guaranty except to the extent the U.S. Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each U.S. Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any U.S. Guarantor against any U.S. Obligated Party or any security.

SECTION 10.05.    Rights of Subrogation. No U.S. Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification, that it has against any U.S. Obligated Party, or any collateral, until the Loan Parties and the U.S. Guarantors have fully performed all their obligations to the Administrative Agent, the Multicurrency Administrative Agent, the Issuing Banks and the Lenders.

SECTION 10.06.    Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the U.S. Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, each U.S. Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Administrative Agent, any Issuing Bank and any Lenders is in possession of this Loan Guaranty. If acceleration of the time for payment of any of the U.S. Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the U.S. Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors promptly on demand by the Administrative Agent.

129.

SECTION 10.07.    Information. Each U.S. Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the U.S. Guaranteed Obligations and the nature, scope and extent of the risks that each U.S. Guarantor assumes and incurs under this Loan Guaranty, and agrees that neither the Administrative Agent, any Issuing Bank nor any Lender shall have any duty to advise any U.S. Guarantor of information known to it regarding those circumstances or risks.

SECTION 10.08.    Release. The Loan Guaranty of any U.S. Guarantor (other than the U.S. Borrower) shall be automatically released upon any Disposition of Equity Interests of such U.S. Guarantor in accordance with Section 6.05 following which such U.S. Guarantor ceases to be a Subsidiary of the U.S. Borrower.

SECTION 10.09.    [Reserved].

SECTION 10.10.    Maximum U.S. Liability. The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any U.S. Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such U.S. Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the U.S. Guarantors or the Administrative Agent, any Issuing Bank or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant U.S. Guarantor’s “Maximum U.S. Liability.” This Section with respect to the Maximum U.S. Liability of each U.S. Guarantor is intended solely to preserve the rights of the Administrative Agent, each Issuing Bank and the Lenders to the maximum extent not subject to avoidance under applicable law, and no U.S. Guarantor nor any other Person shall have any right or claim under this Section with respect to such Maximum U.S. Liability, except to the extent necessary so that the obligations of any U.S. Guarantor hereunder shall not be rendered voidable under applicable law. Each U.S. Guarantor agrees that the U.S. Guaranteed Obligations may at any time and from time to time exceed the Maximum U.S. Liability of each U.S. Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Administrative Agent, the Issuing Banks or the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any U.S. Guarantor’s obligations hereunder beyond its Maximum U.S. Liability.

SECTION 10.11.    Contribution. In the event any U.S. Guarantor (a “Paying U.S. Guarantor”) shall make any payment or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty, each other U.S. Guarantor (each a “Non-Paying U.S. Guarantor”) shall contribute to such Paying U.S. Guarantor an amount equal to such Non-Paying U.S. Guarantor’s “Applicable Percentage” of such payment or payments made, or losses suffered, by such Paying U.S. Guarantor. For purposes of this Article X, each Non-Paying U.S. Guarantor’s “Applicable Percentage” with respect to any such payment or loss by a Paying U.S. Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying U.S. Guarantor’s Maximum U.S. Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying U.S. Guarantor’s Maximum U.S. Liability has not been determined, the aggregate amount of all monies received by such Non-Paying U.S. Guarantor from the Borrowers after the Second Amendment Effective Date (whether by loan, capital infusion or by other means) to (ii) the aggregate

130.

Maximum U.S. Liability of all U.S. Guarantors hereunder (including such Paying U.S. Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum U.S. Liability has not been determined for any U.S. Guarantor, the aggregate amount of all monies received by such U.S. Guarantors from the Borrowers after the Second Amendment Effective Date (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Loan Guarantor’s several liability for the entire amount of the U.S. Guaranteed Obligations (up to such U.S. Guarantor’s Maximum U.S. Liability). Each of the U.S. Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying U.S. Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the U.S. Guaranteed Obligations. This provision is for the benefit of all of the Administrative Agent, the Issuing Banks, the Lenders and the U.S. Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

SECTION 10.12.    Liability Cumulative. The liability of each U.S. Loan Party as a U.S. Guarantor under this Article X is in addition to and shall be cumulative with all liabilities of each U.S. Loan Party to the Administrative Agent, each Issuing Bank and the Lenders under this Agreement and the other Loan Documents to which such U.S. Loan Party is a party or in respect of any obligations or liabilities of the other U.S. Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

ARTICLE XI

Canadian Loan Guaranty

SECTION 11.01.    Guaranty. Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the Lenders, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Canadian Secured Obligations and all costs and expenses, including, without limitation, all court costs and attorneys’ fees and expenses paid or incurred by the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank and any Lender in endeavoring to collect all or any part of the Canadian Secured Obligations from, or in prosecuting any action against, the Canadian Borrower, any Loan Guarantor or any other guarantor of all or any part of the Canadian Secured Obligations (such costs and expenses, together with the Canadian Secured Obligations, collectively the “Canadian Guaranteed Obligations”). Each Loan Guarantor further agrees that the Canadian Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Multicurrency Revolving Lender that extended any portion of the Canadian Guaranteed Obligations.

SECTION 11.02.    Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require the Multicurrency Administrative Agent, any Multicurrency Issuing Bank or any Multicurrency Revolving Lender to sue the Canadian Borrower, any Loan Guarantor, any other guarantor, or any other Person obligated for all or any part of the Canadian Guaranteed Obligations (each, a “Canadian Obligated Party”), or otherwise to enforce its payment against any collateral securing all or any part of the Canadian Guaranteed Obligations. In addition, as an original and independent obligation under this Loan Guaranty, each Loan Guarantor shall:

(i)    indemnify each Canadian Obligated Party and its successors, endorsees, transferees and assigns and keep the Canadian Obligated Parties indemnified against all costs, losses, expenses and liabilities of whatever kind resulting from the failure by the Loan Parties or

131.

any of them, to make due and punctual payment of any of the Secured Obligations or resulting from any of the Secured Obligations being or becoming void, voidable, unenforceable or ineffective against any Loan Party (including, but without limitation, all legal and other costs, charges and expenses incurred by each Canadian Obligated Party, or any of them, in connection with preserving or enforcing, or attempting to preserve or enforce, its rights under this Loan Guaranty); and

(ii)    pay on demand the amount of such costs, losses, expenses and liabilities whether or not any of the Canadian Obligated Parties has attempted to enforce any rights against any Loan Party or any other Person or otherwise.

SECTION 11.03.    No Discharge or Diminishment of Loan Guaranty.

(a)    Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Canadian Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Canadian Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Canadian Obligated Party liable for any of the Canadian Guaranteed Obligations; (iii) any insolvency, bankruptcy, winding-up, liquidation, reorganization or other similar proceeding affecting any Canadian Obligated Party or their assets or any resulting release or discharge of any obligation of any Canadian Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Canadian Obligated Party, the Multicurrency Administrative Agent, each Multicurrency Issuing Bank, any Lender or any other person, whether in connection herewith or in any unrelated transactions.

(b)    The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Canadian Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Canadian Obligated Party, of the Canadian Guaranteed Obligations or any part thereof.

(c)    Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Canadian Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Canadian Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any indirect or direct security for the obligations of the Canadian Borrower for all or any part of the Canadian Guaranteed Obligations or any obligations of any other Canadian Obligated Party liable for any of the Canadian Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, any Issuing Bank or any Lender with respect to any collateral securing any part of the Canadian Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Canadian Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Canadian Guaranteed Obligations).

SECTION 11.04.    Defenses Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out of any defense of the Canadian Borrower or any Loan Guarantor or the unenforceability of all or any part of the Canadian Guaranteed

132.

Obligations from any cause, or the cessation from any cause of the liability of the Canadian Borrower or any Loan Guarantor, other than the indefeasible payment in full in cash of the Canadian Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Canadian Obligated Party, or any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Canadian Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Canadian Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Canadian Guaranteed Obligations, compromise or adjust any part of the Canadian Guaranteed Obligations, make any other accommodation with any Canadian Obligated Party or exercise any other right or remedy available to it against any Canadian Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under this Loan Guaranty except to the extent the Canadian Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Canadian Obligated Party or any security.

SECTION 11.05.    Rights of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification, that it has against any Canadian Obligated Party, or any collateral, until the Loan Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Multicurrency Administrative Agent, the Issuing Banks and the Lenders.

SECTION 11.06.    Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Canadian Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Canadian Borrower or otherwise, each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank and the Lenders are in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Canadian Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Canadian Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Canadian Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors promptly on demand by the Administrative Agent.

SECTION 11.07.    Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Canadian Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Canadian Guaranteed Obligations and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that neither the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank nor any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances or risks.

SECTION 11.08.    Release. The Loan Guaranty of any Loan Guarantor (other than any Borrower) shall be automatically released upon any Disposition of Equity Interests of such Loan Guarantor in accordance with Section 6.05 following which such Loan Guarantor ceases to be a Subsidiary of the U.S. Borrower.

SECTION 11.09.    [Reserved].

133.

SECTION 11.10.    Maximum Canadian Liability. In any action or proceeding involving any corporate law, or any provincial, territorial, state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be void, voidable, avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “Maximum Canadian Liability.” This Section with respect to the Maximum Canadian Liability of each Loan Guarantor is intended solely to preserve the rights of the Administrative Agent, the Multicurrency Administrative Agent, the Issuing Banks and the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other Person shall have any right or claim under this Section with respect to such Maximum Canadian Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Canadian Guaranteed Obligations may at any time and from time to time exceed the Maximum Canadian Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Administrative Agent, the Multicurrency Administrative Agent, the Issuing Banks or the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Canadian Liability.

SECTION 11.11.    Contribution. In the event any Loan Guarantor (a “Paying Canadian Guarantor”) shall make any payment or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty, each other Loan Guarantor (each a “Non-Paying Canadian Guarantor”) shall contribute to such Paying Canadian Guarantor an amount equal to such Non-Paying Canadian Guarantor’s “Applicable Percentage” of such payment or payments made, or losses suffered, by such Paying Canadian Guarantor. For purposes of this Article XI, each Non-Paying Canadian Guarantor’s “Applicable Percentage” with respect to any such payment or loss by a Paying Canadian Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Canadian Guarantor’s Maximum Canadian Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Canadian Guarantor’s Maximum Canadian Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Canadian Guarantor from the Canadian Borrower after the Second Amendment Effective Date (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Canadian Liability of all Loan Guarantors hereunder (including such Paying Canadian Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Canadian Liability has not been determined for any Loan Guarantor, the aggregate amount of all monies received by such Loan Guarantors from the Canadian Borrower after the Second Amendment Effective Date (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Loan Guarantor’s several liability for the entire amount of the Canadian Guaranteed Obligations (up to such Loan Guarantor’s Maximum Canadian Liability). Each of the Loan Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Canadian Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Canadian Guaranteed Obligations. This provision is for the benefit of all of the Administrative Agent, the Multicurrency Administrative Agent, the Issuing Banks, the Lenders and the Loan Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

134.

SECTION 11.12.    Liability Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article XI is in addition to and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Multicurrency Administrative Agent, the Issuing Banks and the Lenders under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

ARTICLE XII

The Borrower Representative

SECTION 12.01.    Appointment; Nature of Relationship. The U.S. Borrower is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “Borrower Representative” hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XII. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrower(s), provided that, in the case of a Revolving Loan, such amount shall not exceed Availability. The Administrative Agent, the Multicurrency Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 12.01.

SECTION 12.02.    Powers. The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative.

SECTION 12.03.    Employment of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any other Loan Document by or through authorized officers.

SECTION 12.04.    Notices. Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default or unmatured Default hereunder, referring to this Agreement, describing such Default or unmatured Default and stating that such notice is a “notice of default.” In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date received by the Borrower Representative.

SECTION 12.05.    Successor Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give prompt written notice of such resignation to the Lenders.

SECTION 12.06.    Execution of Loan Documents; Borrowing Base Certificate. The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute and

135.

deliver to the Administrative Agent, the Multicurrency Administrative Agent and the Lenders the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including, without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.

SECTION 12.07.    Reporting. Each Borrower hereby agrees that such Borrower shall furnish to the Borrower Representative a copy of its Borrowing Base Certificate and any other certificate or report required hereunder or requested by the Borrower Representative on which the Borrower Representative shall rely to prepare the Borrowing Base Certificates and Compliance Certificate required pursuant to the provisions of this Agreement promptly after such Borrowing Base Certificate or other certificate or report is required to be delivered hereunder.

136.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

LEVI STRAUSS & CO., as U.S. Borrower
By:	/s/ Chris Ogle
	Name:  Chris Ogle
	Title:    Vice President and Treasurer
LEVI STRAUSS & CO. (CANADA) INC., as Canadian Borrower
By:	/s/ Chris Ogle
	Name:  Chris Ogle
	Title:    Assistant Treasurer
OTHER LOAN PARTIES: LEVI’S ONLY STORES, INC.
By:	/s/ Chris Ogle
	Name:  Chris Ogle
	Title:    Treasurer
LEVI STRAUSS INTERNATIONAL, INC.
By:	/s/ Chris Ogle
	Name:  Chris Ogle
	Title:    Vice President and Treasurer
LVC, LLC
By:	/s/ Chris Ogle
	Name:  Chris Ogle
	Title:    Treasurer
LEVI’S ONLY STORES GEORGETOWN, LLC
By:	/s/ Chris Ogle
	Name:  Chris Ogle
	Title:    Treasurer
LEVI STRAUSS, U.S.A., LLC
By:	/s/ Chris Ogle
	Name:  Chris Ogle
	Title:    Treasurer

LEVI STRAUSS-ARGENTINA, LLC
By:	/s/ David Jedrzejek
	Name:  David Jedrzejek
	Title:    Assistant Treasurer
LEVI STRAUSS INTERNATIONAL
By:	/s/ Chris Ogle
	Name:  Chris Ogle
	Title:    Treasurer
LS OPERATIONS, LLC
By:	/s/ Chris Ogle
	Name:  Chris Ogle
	Title:    Treasurer
THREADS INC.
By:	/s/ Chris Ogle
	Name:  Chris Ogle
	Title:    Treasurer

Exhibit A-2

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, an Issuing Bank and the Swingline Lender
By:	/s/ Annaliese Fisher
	Name:  Annaliese Fisher
	Title:    Authorized Officer
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, individually and as Multicurrency Administrative Agent
By:	/s/ Auggie Marchetti
	Name:  Auggie Marchetti
	Title:    Authorized Officer
JPMORGAN CHASE BANK, N.A., as Lender
By:	/s/ Annaliese Fisher
	Name:  Annaliese Fisher
	Title:    Authorized Officer
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Lender
By:	/s/ Auggie Marchetti
	Name:  Auggie Marchetti
	Title:    Authorized Officer
BANK OF AMERICA, N.A., as Lender
By:	/s/ Phuong Nguyen
	Name:  Phuong Nguyen
	Title:    Vice President
BANK OF AMERICA, N.A. (CANADA BRANCH), as Lender
By:	/s/ Sylwia Durkiewicz
	Name:  Sylwia Durkiewicz
	Title:    Vice President

Exhibit A-3

WELLS FARGO BANK, N.A., as Lender
By:	/s/ Krista Mize
	Name:  Krista Mize
	Title:    Authorized Signatory
WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as Lender
By:	/s/ David G. Phillips
	Name:  David G. Phillips
	Title:    Senior Vice President Credit             Officer, Canada
HSBC BANK USA, N.A., as Lender
By:	/s/ Rumesha Ahmed
	Name:  Rumesha Ahmed
	Title:    Vice President
HSBC BANK CANADA, as Lender
By:	/s/ Paulina Stratiy
	Name:  Paulina Stratiy
	Title:    Vice President, Global Banking
GOLDMAN SACHS BANK USA, as Lender
By:	/s/ Annie Carr
	Name:  Annie Carr
	Title:    Authorized Signatory

Exhibit A-4

GOLDMAN SACHS LENDING PARTNERS LLC, as Lender
By:	/s/ Annie Carr
	Name:  Annie Carr
	Title:    Authorized Signatory
DEUTSCHE BANK AG NEW YORK BRANCH, as Lender
By:	/s/ Frank Fazio
	Name:  Frank Fazio
	Title:    Managing Director
By:	/s/ Stephen R. Lapidus
	Name:  Stephen R. Lapidus
	Title:    Director
DEUTSCHE BANK AG CANADA BRANCH, as Lender
By:	/s/ Daniel Sooley
	Name:  Daniel Sooley
	Title:    Chief County Officer
By:	/s/ David Gynn
	Name:  David Gynn
	Title:    Chief Financial Officer
BNP PARIBAS, as Lender
By:	/s/ Guelay Mese
	Name:  Guelay Mese
	Title:    Director
By:	/s/ John McDevitt
	Name:  John McDevitt
	Title:    Vice President

Exhibit A-5

SUNTRUST BANK, as Lender
By:	/s/ Anh Nguyen
	Name:  Anh Nguyen
	Title:    Vice President
ROYAL BANK OF CANADA, as Lender
By:	/s/ Robert S. Kizell
	Name:  Robert S. Kizell
	Title:    Attorney-in-fact
By:	/s/ Michael Petersen
	Name:  Michael Petersen
	Title:    Attorney-in-Fact
THE BANK OF NOVA SCOTIA, as Lender
By:	/s/ Paula Czach
	Name:  Paula Czach
	Title:    Managing Director & Co-Head
BANK OF THE WEST, as Lender
By:	/s/ Rochelle Dineen
	Name:  Rochelle Dineen
	Title:    Director – Credit

Exhibit A-6

COMMITMENT SCHEDULE

Lender	U.S. Commitment		Multicurrency Commitment		Total Commitment
JPMorgan Chase Bank, N.A.	$	160,000,000	$	0	$	160,000,000
JPMorgan Chase Bank, N.A., Toronto Branch	$	0	$	10,000,000	$	10,000,000
Bank of America, N.A.	$	150,587,000	$	0	$	150,587,000
Bank of America, N.A. (Canada Branch)	$	0	$	9,413,000	$	9,413,000
Wells Fargo Bank, N.A.	$	98,824,000	$	0	$	98,824,000
Wells Fargo Capital Finance Corporation Canada	$	0	$	6,176,000	$	6,176,000
HSBC Bank USA, N.A.	$	98,824,000	$	0	$	98,824,000
HSBC Bank Canada	$	0	$	6,176,000	$	6,176,000
Goldman Sachs Bank USA	$	47,059,000	$	0	$	47,059,000
Goldman Sachs Lending Partners LLC	$	0	$	2,941,000	$	2,941,000
Deutsche Bank AG New York Branch	$	47,059,000	$	0	$	47,059,000
Deutsche Bank AG Canada Branch	$	0	$	2,941,000	$	2,941,000
The Bank of Nova Scotia	$	47,059,000	$	2,941,000	$	50,000,000
SunTrust Bank	$	37,647,000	$	2,353,000	$	40,000,000
Royal Bank of Canada	$	37,647,000	$	2,353,000	$	40,000,000
BNP Paribas	$	37,647,000	$	2,353,000	$	40,000,000
Bank of the West	$	37,647,000	$	2,353,000	$	40,000,000
Total	$	800,000,000	$	50,000,000	$	850,000,000

EXHIBIT A

[FORM OF] ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and other rights of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[and is an Affiliate/Approved Fund of [identify Lender]]
3.	Borrowers:	LEVI STRAUSS & CO. (the U.S. Borrower) and LEVI STRAUSS & CO. (CANADA) INC. (the Canadian Borrower)
4.	Administrative Agents:	JPMORGAN CHASE BANK, N.A., as the administrative agent under the Credit Agreement and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as the multicurrency administrative agent under the Credit Agreement

Exhibit A-1

5.	Credit Agreement:	The $850,000,000 Second Amended and Restated Credit Agreement dated as of May 23, 2017, among LEVI STRAUSS & CO. (the “U.S. Borrower”), LEVI STRAUSS & CO. (CANADA) INC. (the “Canadian Borrower” and together with the U.S. Borrower, the “Borrowers”), the other Loan Parties party thereto, the Lenders party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Multicurrency Administrative Agent, and the other agents parties thereto
6.	Assigned Interest:

Facility Assigned2	Aggregate Amount of Commitment/ Loans for all Lenders	Amount of Commitment/ Loans Assigned	Percentage Assigned of Commitment/ Loans3
	$	$		%
	$	$		%
	$	$		%

Effective Date: [                    , 20    ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their Related Parties or their respective securities, so long as the Assignee agrees to keep such information confidential) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

²  Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “U.S. Commitment,” “Multicurrency Commitment,” etc.)

³  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Exhibit A-2

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Name:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Name:
	Title:

Exhibit A-3

Consented to and Accepted:
JPMORGAN CHASE BANK, N.C., as
Administrative Agent
By:
	Name:
	Title:
Consented to and Accepted:
LEVI STRAUSS & CO.
By:
	Name:
	Title:
Consented to and Accepted:
[NAME OF EACH ISSUING BANK]
By:
	Name:
	Title:

Exhibit A-4

ANNEX 1

LEVI STRAUSS & CO.

SENIOR SECURED REVOLVING CREDIT FACILITY

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1.    Representations and Warranties.

1.1    Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2.    Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2.    Payments. From and after the Effective Date, the Applicable Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3.    General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.

Annex 1-1

Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic transmission (including portable document format (“.pdf”) or similar format) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Annex 1-2

EXHIBIT B-1

[FORM OF] OPINION OF COUNSEL FOR THE LOAN PARTIES

See separately executed document.

Exhibit B-1-1

EXHIBIT B-2

[FORM OF] OPINION OF BORROWER’S CANADIAN COUNSEL

See separately executed document.

Exhibit B-2-1

EXHIBIT B-3

[FORM OF] OPINION OF GLOBAL FINANCE AND GOVERNANCE COUNSEL FOR THE COMPANY

See separately executed document.

Exhibit B-3-1

EXHIBIT C

[FORM OF] BORROWING BASE CERTIFICATE

See attached.

Exhibit C-1

EXHIBIT D

[FORM OF] COMPLIANCE CERTIFICATE

To: The Lenders parties to the

Credit Agreement Described Below

This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated Credit Agreement dated as of May 23, 2017 (as amended, modified, renewed or extended from time to time, the “Agreement”), among Levi Strauss & Co. and Levi Strauss & Co. (Canada) Inc. (the “Borrowers”), the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as an Issuing Bank and JPMorgan Chase Bank, N.A., Toronto Branch, as Multicurrency Administrative Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES, IN [HIS/HER] CAPACITY AS AN OFFICER OF THE BORROWER REPRESENTATIVE, AND NOT INDIVIDUALLY, THAT:

1.    I am the duly elected []¹ of the Borrower Representative;

2.    I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the U.S. Borrower and its Subsidiaries during the accounting period covered by the financial statements identified on Schedule I attached hereto [for quarterly or monthly financial statements add: and such financial statements present fairly in all material respects the financial condition and results of operations of the U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes (it being acknowledged and agreed that such financial statements will not be subsequently audited on a quarterly or monthly basis)];

3.    The examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence of any condition or event which constitutes a Default during or at the end of the accounting period covered by the financial statements identified on Schedule I attached hereto or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred to in Section 3.04 of the Agreement;

4.    I hereby certify that no Loan Party has changed (i) its name, (ii) its chief executive office, (iii) principal place of business, (iv) the type of entity it is or (v) its state of incorporation or organization without having given the Administrative Agent the notice required by Section 4.15 of the U.S. Security Agreement and by Section 4.15 of the Canadian Security Agreement;

5.    Schedule II attached hereto sets forth financial data and computations evidencing the Borrowers’ compliance with Section 6.14 of the Agreement, all of which data and computations are true, complete and correct[; and

¹  Fill in appropriate officer (e.g., chief financial officer, principal accounting officer, treasurer, controller or assistant treasurer of the U.S. Borrower).

Exhibit D-1

6.    Schedule III hereto sets forth the computations necessary to determine the Applicable Rate commencing on the Business Day this certificate is delivered].

Described below are the exceptions, if any, to paragraph 3 by listing, in reasonable detail, the (i) nature of the condition or event, the period during which it has existed and the action which the Borrowers have taken, are taking, or propose to take with respect to each such condition or event or (ii) the change in GAAP or the application thereof and the effect of such change on the financial statements identified on Schedule I attached hereto:

The foregoing certifications, together with the computations set forth in Schedule II [and Schedule III hereto] delivered with this Certificate in support hereof, are made and delivered this [         day of                     , 20    ].

LEVI STRAUSS & CO., as
Borrower Representative
By:
	Name:
	Title:

Exhibit D-2

SCHEDULE I

Financial Statements

[See attached.]

Schedule I-1

SCHEDULE II

Compliance as of [                     ,                 ] with

Provisions of Section 6.14 of the Agreement

A.	Consolidated EBITDA for the twelve Fiscal Months most recently ended (the “Measurement Period”)”
1.	Consolidated Net Income for the Measurement Period	$
2.	The provision for taxes based on income or profits or utilized in computing net loss for the Measurement Period	$
3.	Consolidated Interest Expense for the Measurement Period	$
4.	Depreciation for the Measurement Period	$
5.	Amortization of intangibles for the Measurement Period	$
6.	For the Measurement Period, any non-recurring expenses relating to, or arising from, any closures of facilities; any restructuring costs; facilities relocation costs; and integration costs and fees (including cash severance payments) made in connection with acquisitions, in an aggregate amount for all such expenses pursuant to this item 6 not to exceed 15% of Consolidated EBITDA for such Measurement Period prior to giving effect to this item 6	$
7.	Any non-cash impairment charge or asset write-off (other than any such charge or write-off of Inventory) and the amortization of intangibles for the Measurement Period	$
8.	Inventory purchase accounting adjustments and amortization and impairment charges resulting from other purchase accounting adjustments in connection with acquisitions for the Measurement Period	$
9.	Fees and expenses related to any offering of securities, Investments permitted hereby, acquisition and incurrence of Indebtedness permitted to be incurred hereunder (whether or not successful) for the Measurement Period	$
10.	Any other non-cash items (other than any non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period) for the Measurement Period	$
11.	All non-cash items increasing Consolidated Net Income for the Measurement Period (other than any such non-cash item to the extent that it has resulted or will result in the receipt of cash payments in any period).	$
12.	Consolidated EBITDA [A.1+A.2+A.3+A.4+A.5+A.6+A.7+A.8+A.9+A.10-A.11]	$
B.	Consolidated Fixed Charge Coverage Ratio (Section 6.14)
1.	Consolidated EBITDA for the Measurement Period (A.12)	$
2.	Aggregate amount of all Consolidated Capital Expenditures made by the U.S. Borrower and is Subsidiaries during the Measurement Period	$
3.	Federal, state, local and foreign income taxes paid in cash during the Measurement Period	$

Schedule II-1

4.	Consolidated Interest Expense for the Measurement Period	$
5.	Amount of Restricted Payments made by the U.S. Borrower during the Measurement Period in reliance on the proviso to Section 6.08(a)	$
6.	Aggregate principal amount (or the equivalent thereto) of all scheduled repayments of Indebtedness (other than (A) intercompany Indebtedness, (B) payments of Existing Dollar Notes and (C) payments of Existing Euro Notes) made by the U.S. Borrower and any other Loan Party during the Measurement Period (other than to the extent such Indebtedness has been refinanced or defeased, or with respect to which restricted cash has been set aside to repay, during such period from the proceeds of new Indebtedness that is not secured by any Collateral)	$
7.	Consolidated Fixed Charge Coverage Ratio [B1-(B2+B3)] : [B4+B5+B6]		to 1.00
8.	Minimum required Consolidated Fixed Charge Coverage Ratio		1.00 to 1.00

Schedule II-2

SCHEDULE III

Borrowers’ Applicable Rate Calculation

Requirement: The computations necessary to determine the Applicable Rate commencing on the Business Day this certificate is delivered.

Response: As of [                    ], 20[    ], for the Fiscal Quarter ended [                    ], 20[    ], Average Availability was $[        ], which was [    ]% of the Line Cap as of such date. Accordingly, as of the date hereof, the Applicable Rate shall be based on Level [    ] in the grid set forth in the definition of “Applicable Rate” in the Credit Agreement.

Schedule III-1

EXHIBIT E-1

[FORM OF] U.S. JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), dated as of                ,    , 20    , is entered into between                , a (the “New Subsidiary”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain Second Amended and Restated Credit Agreement dated as of May 23, 2017 (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) among Levi Strauss & Co. and Levi Strauss & Co. (Canada) Inc. (the “Borrowers”), the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent for the Lenders and JPMorgan Chase Bank, N.A., Toronto Branch, as Multicurrency Administrative Agent for the Lenders. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

The New Subsidiary and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:

1.    The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will become (i) a U.S. Loan Party under the Credit Agreement and a “U.S. Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of a U.S. Loan Party and a U.S. Guarantor thereunder as if it had executed the Credit Agreement and (ii) a “Grantor” under the U.S. Security Agreement and shall have all of the obligations of a Grantor thereunder as if it had executed the U.S. Security Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement and the U.S. Security Agreement, including, without limitation, (a) all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement and in the U.S. Security Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and all of the covenants and grants of security interests in the U.S. Security Agreement and (c) all of the guaranty obligations set forth in Article X and Article XI of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary (1) subject to the limitations set forth in Sections 10.10 and 11.10 of the Credit Agreement, hereby guarantees, jointly and severally with the other U.S. Guarantors, to the U.S. Lender Parties, as provided in Article X and Article XI of the Credit Agreement, the prompt payment and performance of the U.S. Guaranteed Obligations and the Canadian Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the U.S. Guaranteed Obligations or Canadian Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and severally together with the other U.S. Guarantors and, in the case of the Canadian Secured Obligations, the Canadian Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the U.S. Guaranteed Obligations and Canadian Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal and (2) grants a security interest to the Administrative Agent for the benefit of the U.S. Lender Parties in all of the Collateral (as defined in the U.S. Security Agreement) now or hereinafter owned by such New Subsidiary to secure the Secured Obligations.

2.    If required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.

Exhibit E-1-1

3.    The address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:

4.    The New Subsidiary hereby waives acceptance by the Administrative Agent and the U.S. Lender Parties of the guarantee and grant of security interest hereunder by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.

5.    This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission (including portable document format (“.pdf”) or similar format) shall be effective as delivery of a manually executed counterpart of this Agreement.

6.    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the U.S. Lender Parties, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

[NEW SUBSIDIARY]
By:
	Name:
	Title:
Acknowledged and accepted:
JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:
	Name:
	Title:

Exhibit E-1-2

EXHIBIT E-2

[FORM OF] CANADIAN JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), dated as of                 ,    , 20    , is entered into between , a (the “New Subsidiary”) and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, in its capacity as multicurrency administrative agent (the “Multicurrency Administrative Agent”) under that certain Second Amended and Restated Credit Agreement, dated as of May 23, 2017 (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) among Levi Strauss & Co. and Levi Strauss & Co. (Canada) Inc. (the “Borrowers”), the other Loan Parties party thereto, the Lenders party thereto, the Multicurrency Administrative Agent and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

The New Subsidiary and the Multicurrency Administrative Agent, for the benefit of the Lenders, hereby agree as follows:

1.    The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will become (i) a Canadian Loan Party under the Credit Agreement and a “Canadian Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of a Canadian Loan Party and a Canadian Guarantor thereunder as if it had executed the Credit Agreement and (ii) a “Grantor” for all purposes of the Canadian Security Agreement and shall have all of the obligations of a Grantor thereunder as if it had executed the Canadian Security Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement and the Canadian Security Agreement, including, without limitation, (a) all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement and in the Canadian Security Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and in the Canadian Security Agreement and (c) all of the guarantee obligations set forth in Article XI of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary (1) subject to the limitations set forth in Section 11.10 of the Credit Agreement, hereby guarantees, jointly and severally with the other Loan Guarantors, to the Multicurrency Administrative Agent and the Multicurrency Lender Parties, as provided in Article XI of the Credit Agreement, the prompt payment and performance of the Canadian Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Canadian Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and severally together with the other Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Canadian Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal and (2) grants a security interest to the Administrative Agent for the benefit of the Multicurrency Lender Parties in all of the Collateral (as defined in the Canadian Security Agreement) now or hereinafter owned by such New Subsidiary to secure the Canadian Secured Obligations.

2.    If required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral Documents (and such other documents and instruments) as requested by the Multicurrency Administrative Agent in accordance with the Credit Agreement.

Exhibit E-2-1

3.    The address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:

4.    The New Subsidiary hereby waives acceptance by the Multicurrency Administrative Agent and the Multicurrency Lender Parties of the guarantee and grant of security interest hereunder by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.

5.    This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission (including portable document format (“.pdf”) or similar format) shall be effective as delivery of a manually executed counterpart of this Agreement.

6.    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Multicurrency Administrative Agent, for the benefit of the Multicurrency Lender Parties, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

[NEW SUBSIDIARY]
By:
	Name:
	Title:
Acknowledged and accepted:
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Multicurrency Administrative Agent
By:
	Name:
	Title:

Exhibit E-2-2

EXHIBIT F-1

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of May 23, 2017 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement,”) among LEVI STRAUSS & CO., a Delaware corporation (the “U.S. Borrower”), LEVI STRAUSS & CO. (CANADA) INC., an Ontario corporation (the “Canadian Borrower” and together with the U.S. Borrower, the “Borrowers”), the other Loan Parties party thereto, the Lenders party thereto, JPMORGAN CHASE BANK, N.A., as the Administrative Agent, and JPMORGAN CHASE BANK, N.A.. TORONTO BRANCH, as the Multicurrency Administrative Agent. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to the provisions of Section 2.17(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the U.S. Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrower Representative with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent in writing and deliver promptly to the Borrower Representative and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower Representative or the Administrative Agent) or promptly notify the Borrower Representative and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned or at such times as are reasonably requested by the Borrower Representative and the Administrative Agent.

[NAME OF LENDER]
By:
	Name:
	Title:

Date:                     , 20[    ]

Exhibit F-1-1

EXHIBIT F-2

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of May 23, 2017 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement,”) among LEVI STRAUSS & CO., a Delaware corporation (the “U.S. Borrower”), LEVI STRAUSS & CO. (CANADA) INC., an Ontario corporation (the “Canadian Borrower” and together with the U.S. Borrower, the “Borrowers”), the other Loan Parties party thereto, the Lenders party thereto, JPMORGAN CHASE BANK, N.A., as the Administrative Agent, and JPMORGAN CHASE BANK, N.A.. TORONTO BRANCH, as the Multicurrency Administrative Agent. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to the provisions of 2.17(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the U.S. Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments on the Loan(s) are not effectively connected with the conduct of a U.S. trade or business of the undersigned or any of its direct or indirect partners/members that is claiming the portfolio interest exemption.

The undersigned has furnished the Administrative Agent and the Borrower Representative with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent in writing and deliver promptly to the Borrower Representative and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower Representative or the Administrative Agent) or promptly notify the Borrower Representative and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned or at such times as are reasonably requested by the Borrower Representative and the Administrative Agent.

[NAME OF LENDER]
By:
	Name:
	Title:

Date:                     , 20[    ]

Exhibit F-2-2

EXHIBIT F-3

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of May 23, 2017 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement,”) among LEVI STRAUSS & CO., a Delaware corporation (the “U.S. Borrower”), LEVI STRAUSS & CO. (CANADA) INC., an Ontario corporation (the “Canadian Borrower” and together with the U.S. Borrower, the “Borrowers”), the other Loan Parties party thereto, the Lenders party thereto, JPMORGAN CHASE BANK, N.A., as the Administrative Agent, and JPMORGAN CHASE BANK, N.A.. TORONTO BRANCH, as the Multicurrency Administrative Agent. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to the provisions of Section 2.17(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the U.S. Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on an Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned or at such times as are reasonably requested by such Lender.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date:                     , 20[    ]

Exhibit F-3-1

EXHIBIT F-4

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of May 23, 2017 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement,”) among LEVI STRAUSS & CO., a Delaware corporation (the “U.S. Borrower”), LEVI STRAUSS & CO. (CANADA) INC., an Ontario corporation (the “Canadian Borrower” and together with the U.S. Borrower, the “Borrowers”), the other Loan Parties party thereto, the Lenders party thereto, JPMORGAN CHASE BANK, N.A., as the Administrative Agent, and JPMORGAN CHASE BANK, N.A.. TORONTO BRANCH, as the Multicurrency Administrative Agent. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to the provisions of 2.17(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the U.S. Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments with respect to such participation are not effectively connected with the conduct or a U.S. trade or business by the undersigned or any of its direct or indirect partners/members that is claiming the portfolio interest exemption.

The undersigned has furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned or at such times as are reasonably requested by such Lender.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date:                     , 20[    ]

Exhibit F-4-1

EX-10.29

Exhibit 10.29

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT*

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

* Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

1.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	DEFINITIONS AND INTERPRETATION		1
	1.1	Definitions	1
	1.2	Interpretation	1
	1.3	Order of Precedence	1
2.	TERM		2
	2.1	Initial Agreement Term	2
	2.2	Renewal and Extension	2
3.	SERVICES		2
	3.1	Scope of Services	2
	3.2	Commencement of Services	3
	3.3	Increase or Decrease in Services	3
	3.4	Non-Exclusivity	3
	3.5	Affiliates and Service Recipients	3
	3.6	Resources	3
	3.7	Standards and Policies	3
	3.8	Supplier Consents	3
	3.9	LS&Co. Consents	4
4.	COMPLIANCE		4
	4.1	Governmental Approvals	4
	4.2	Compliance with Laws	4
	4.3	Changes in Law	4
	4.4	Cooperation with Regulators	5
	4.5	Business Conduct and Anti-Bribery	5
	4.6	Performance Under Third Party Contracts	6
5.	TRANSITION; ACQUISITIONS AND DIVESTITURES; COOPERATION		6
	5.1	Transition Services	6
	5.2	Transition Managers	6
	5.3	Transition Milestones	6
	5.4	Employee Transfers	7
	5.5	New Entities and Divestitures	7
	5.6	Cooperation with Third Parties	7
6.	NEW SERVICES		8
	6.1	New Services	8
	6.2	Charges for New Services	8
	6.3	Terms for New Services	8
7.	LS&CO. RESOURCES AND FACILITIES		9
	7.1	Systems	9
	7.2	LS&Co. Equipment	9
	7.3	LS&Co. Facilities; Permitted Areas	9
8.	SERVICE LEVELS AND REPORTS		10
	8.1	Service Levels	10
	8.2	Knowledge Sharing	10
	8.3	Service Reports	10

-i-

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

9.	SERVICE LOCATIONS		10
	9.1	Service Locations	10
	9.2	Safety and Security Procedures	11
10.	GOVERNANCE		11
	10.1	LS&Co. Governance Executive	11
	10.2	Supplier Governance Executive	11
	10.3	Governance Meetings	11
	10.4	Operations Manual	11
	10.5	Changes; Change Management Process	11
	10.6	Contract Change Process	12
11.	SUPPLIER DELIVERY ORGANIZATION		12
	11.1	Key Supplier Personnel	12
	11.2	Supplier Staff; Training and Skills; Removal; Confidentiality	13
	11.3	Background Checks	13
	11.4	Blocked Person Certification	13
	11.5	Conduct of Supplier Personnel	13
	11.6	Assignment to Competitors	14
	11.7	Subcontractors	14
	11.8	Non-Solicitation	14
	11.9	Co-Employment	15
12.	PROPRIETARY RIGHTS		15
	12.1	Ownership of Background Technology and Derivative Works	15
	12.2	LS&Co. Software	15
	12.3	LS&Co. Data	15
	12.4	Supplier Software	15
	12.5	Commissioned Materials	16
	12.6	LS&Co.-Owned Materials	16
	12.7	Further Assurances	16
	12.8	LS&Co. Marks	17
13.	DATA		17
	13.1	Correction and Reconstruction	17
	13.2	Provision of Data	17
	13.3	Data Privacy	18
	13.4	Processing of Personal Data	18
	13.5	Data Security	18
	13.6	Breach or Potential Breach; Notification Requirements	19
	13.7	Protection of LS&Co. Data	19
	13.8	Overseas transfers of LS&Co.	19
	13.9	Supplier Agents	20
14.	CONTINUED PROVISION OF SERVICES		20
	14.1	Disaster Recovery Plan	20
	14.2	Force Majeure	21
	14.3	Alternate Source	21
	14.4	Allocation of Resources	21
	14.5	Step-in Rights	21

-ii-

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

15.	PAYMENTS		22
	15.1	Charges	22
	15.2	Invoices	22
	15.3	Timeliness of Invoices	22
	15.4	Payment	22
	15.5	Fee Disputes	23
	15.6	Unanticipated Changes	23
	15.7	Due Diligence	23
	15.8	No Other Charges	23
	15.9	No Payment for Unperformed Services	23
	15.10	Local Country Agreements	23
16.	TAXES		24
	16.1	Taxes	24
	16.2	Certain Service Taxes	24
	16.3	Relocation of Services	24
	16.4	Segregation of Charges	24
17.	BENCHMARKING		25
	17.1	Benchmarking Process	25
	17.2	Benchmarker	25
	17.3	Benchmark Results Review	25
	17.4	Adjustments	26
	17.5	Benchmarking Disputes	26
18.	AUDITS		26
	18.1	Services	26
	18.2	Fee Records	27
	18.3	Service Auditor’s Report; Certain Audits	27
	18.4	Record Retention	28
	18.5	Facilities	28
	18.6	General Audit Procedures	28
	18.7	Supplier Audits	29
19.	CONFIDENTIALITY		29
	19.1	General Obligations	29
	19.2	Unauthorized Acts	30
	19.3	Injunctive Relief	30
	19.4	Return of Confidential Information	30
	19.5	Maintenance of Records in the United States	30
20.	REPRESENTATIONS AND WARRANTIES		31
	20.1	By LS&Co.	31
	20.2	By Supplier	31
	20.3	DISCLAIMER	31
21.	ADDITIONAL COVENANTS		31
	21.1	By LS&Co.	31
	21.2	By Supplier	32
22.	DISPUTE RESOLUTION		33
	22.1	Resolution Procedures	33

-iii-

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

	22.2	Exclusions	33
	22.3	Continuity of Services	34
23.	TERMINATION		34
	23.1	Termination for Convenience	34
	23.2	Termination for Change in Control of LS&Co.	34
	23.3	Termination for Change in Control of Supplier	34
	23.4	Termination for Cause	34
	23.5	Termination in Case of Insolvency	34
	23.6	Service Level Failures	35
	23.7	Termination for Failure to Replenish Damages Cap	35
	23.8	Termination for Failure to Agree on final Statements of Work or Service Levels	35
24.	TERMINATION CHARGES		35
	24.1	Termination Charges	35
	24.2	No Other Termination Charges	36
25.	TERMINATION ASSISTANCE AND EXIT RIGHTS		36
	25.1	Termination Assistance	36
	25.2	Payment	36
	25.3	Exit Rights	36
26.	INDEMNITIES		38
	26.1	Indemnity by LS&Co.	38
	26.2	Indemnity by Supplier	38
	26.3	Obligation to Replace	40
	26.4	Indemnification Procedures	40
27.	DAMAGES		40
	27.1	Consequential Damages	40
	27.2	Direct Damages	40
	27.3	Exclusions	41
28.	INSURANCE		42
	28.1	Documentation	42
	28.2	Types and Amounts	42
	28.3	Policy Requirements	43
	28.4	Risk of Loss	43
	28.5	Subrogation	43
29.	MISCELLANEOUS PROVISIONS		43
	29.1	Assignment	43
	29.2	Notices	44
	29.3	Counterparts	44
	29.4	Relationship	45
	29.5	Severability	45
	29.6	Waivers	45
	29.7	Timing and Cumulative Remedies	45
	29.8	Entire Agreement	45
	29.9	Amendments	45
	29.10	Survival	45
	29.11	Third Party Beneficiaries	45

-iv-

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

29.12	Governing Law and Venue	45
29.13	Covenant of Further Assurances	46
29.14	Export	46
29.15	Conflict of Interest	46
29.16	Publicity	46
29.17	LS&Co. Reporting Hotline	46
29.18	Language Requirements	47

-v-

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF EXHIBITS

Exhibit 1     Definitions

Exhibit 2     Description of Services

    Attachment 2.1     Human Resource Services Description

    Attachment 2.2     Finance Services Description

    Attachment 2.3     Information Technology Services Description

    Attachment 2.3.1        Network Services

    Attachment 2.3.2        Deskside Support Services

    Attachment 2.3.3        Cross-Functional Services

    Attachment 2.3.4        Service Operations Center Services

    Attachment 2.3.5        Service Desk Services

    Attachment 2.3.6        Global Information Security Services

    Attachment 2.3.7        IT Applications Services

    Attachment 2.3.7-A    IT Applications Services – Applications in Scope

    Attachment 2.3.8        Test Center of Excellence Services

    Attachment 2.4 Customer Service Services Description

    Attachment 2.5 Consumer Relations Services Description

Exhibit 3 Service Level Methodology

    Attachment 3.1 Service Level Definitions - Human Resource Services

    Attachment 3.2 Service Level Definitions - Finance Services

    Attachment 3.3 Service Level Definitions - Information Technology Services

    Attachment 3.3.1 Service Level Definitions - Network Services

    Attachment 3.3.2 Service Level Definitions - Deskside Support Services

    Attachment 3.3.3 [Reserved]

    Attachment 3.3.4 Service Level Definitions - Service Operations Center Services

    Attachment 3.3.5 Service Level Definitions - Service Desk Services

    Attachment 3.3.6 Service Level Definitions - Global Information Security Services

    Attachment 3.3.7 Service Level Definitions - IT Applications Services

    Attachment 3.3.8 Service Level Definitions - Test Center of Excellence Services

    Attachment 3.4 Service Level Definitions - Customer Service Services

    Attachment 3.5 Service Level Definitions - Consumer Relations Services

Exhibit 4     Pricing Methodology

    Attachment 4.1.1 Pricing Tables - Human Resource Services

    Attachment 4.1.2 Pricing Tables - Finance Services

    Attachment 4.1.3 Pricing Tables - Information Technology Services

    Attachment 4.1.4 Pricing Tables - Customer Service Services

    Attachment 4.1.5 Pricing Tables - Consumer Relations Services

    Attachment 4.1.6 Pricing Tables – Termination Charges

Exhibit 5     Governance

Exhibit 6     Reports

Exhibit 7     Service Locations

Exhibit 8     Transition Framework

    Attachment 8.1 Detailed Transition Plan

    Attachment 8.2 In-Flight Projects

    Attachment 8.3 Employee Transfer Provisions

-vi-

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Exhibit 9       LS&Co. Policies

Exhibit 10     LS&Co. Agent NDA

Exhibit 11     Approved Benchmarkers

Exhibit 12     Supplier Competitors

Exhibit 13     Key Supplier Personnel

Exhibit 14     Approved Supplier Agents

Exhibit 15     New Service Proposal Form

Exhibit 16     Form of Local Country Agreement

Exhibit 17     Disaster Recovery Plan Requirements

-vii-

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT (this “Agreement”), dated as of the Effective Date, is by and between Levi Strauss & Co., a Delaware corporation (“LS&Co.”), and Wipro Limited, a company formed under the laws of the Republic of India (“Supplier”).

Recitals

WHEREAS, Supplier desires to provide to LS&Co., and LS&Co. desires to obtain from Supplier, the technology, operations, capabilities and related services described in this Agreement on the terms and conditions set forth in this Agreement;

WHEREAS, LS&Co. and Supplier have engaged in extensive discussions and negotiations that have culminated in the formation of the relationship described in this Agreement.

NOW, THEREFORE, for and in consideration of the agreements set forth below, LS&Co. and Supplier agree as follows:

1. DEFINITIONS AND INTERPRETATION.

1.1 Definitions. The terms used in this Agreement with initial capital letters that are not defined herein have the meanings set forth in Exhibit 1. Other terms used in this Agreement are defined where they are used and have the meanings there indicated.

1.2 Interpretation. The Exhibits, as amended from time to time, attached to this Agreement are hereby incorporated into and deemed part of this Agreement. All references to “Agreement” herein include the Exhibits to this Agreement. All references to “Exhibits” herein include the attachments and appendices to such Exhibits. Any reference to an “Article,” “Section,” “Exhibit,” and “Attachments” shall be to such Article, Section, Exhibit or Attachment of this Agreement, unless otherwise expressly provided. The headings preceding the text of Articles and Sections and the headings to Exhibits and Attachments, the table of contents, and other portions of this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. The use of the terms “including,” “include” or “includes” shall in all cases mean “including without limitation,” “include without limitation” or “includes without limitation,” respectively. The words “shall” and “will” are used interchangeably and have the same meaning. Except as specifically set forth in this Agreement: (a) consents and approvals to be given by a Party under this Agreement shall not be unreasonably withheld or delayed; (b) each Party shall make only reasonable requests under this Agreement; and (c) all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers, elections and other communications required or permitted under this Agreement must be made in writing in order to be binding. The Parties acknowledge and agree that they have negotiated the terms and conditions of this Agreement and that any provision contained herein with respect to which an issue of interpretation or construction arises shall not be construed to the detriment of the drafter on the basis that such Party or its professional advisor was the drafter, but shall be construed according to the intent of the Parties as evidenced by the entire Agreement.

1.3 Order of Precedence. Except as otherwise expressly set forth in the body of this Agreement or in an Exhibit, in the event of a conflict, ambiguity or inconsistency between the provisions in the body of this Agreement, any Exhibit, any attachment or any document incorporated by reference,

1.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

then such conflict, ambiguity or inconsistency shall be resolved by giving precedence to the document higher in the following order of priority (a) first, the provisions in the body of this Agreement; (b) second, the provisions in the Exhibit; (c) third, the provisions in any attachment or appendices to the Exhibit; and (d) fourth, any other documents incorporated by reference.

2. TERM.

2.1 Initial Agreement Term. The initial term of this Agreement shall commence on the Effective Date and continue until 23:59 (Pacific Time) on either the Initial Agreement Expiration Date, the last day of the final Extension Period, or such earlier date upon which this Agreement is terminated in accordance with its terms (the “Initial Agreement Term”).

2.2 Renewal and Extension. At least 12 months prior to the Initial Agreement Expiration Date, Supplier shall provide to LS&Co. the terms, conditions and pricing that Supplier proposes would apply to any renewal term of this Agreement. If LS&Co. desires to renew this Agreement, but the Parties are unable to agree on the terms, conditions and pricing for a renewal term 120 days before the Initial Agreement Expiration Date, LS&Co. may elect to extend the Initial Agreement Term for a period of up to 12 months, to be determined in LS&Co.’s sole discretion, from the Initial Agreement Expiration Date, on the terms and conditions in effect as of the Initial Agreement Expiration Date and the pricing set forth in Exhibit 4. If the Parties are unable to reach agreement on the terms, conditions and pricing applicable to the renewal of this Agreement 60 days before the end of the initial Extension Period, LS&Co. may: (a) allow this Agreement to expire at the end of such Extension Period; or (b) extend the Initial Agreement Term for up to 2 additional periods of up to 12 months each; provided that LS&Co. notifies Supplier of LS&Co.’s election to extend the Initial Agreement Term 60 days before the end of the then-current Extension Period and such further extension shall be on the terms and conditions in effect as of the end of the then-current Extension Period and the pricing set forth in Exhibit 4.

3. SERVICES.

3.1 Scope of Services. The term “Services” means: (a) the services, functions, and responsibilities described in the Statements of Work and this Agreement, as amended from time to time during the Term; (b) the services, functions and responsibilities reasonably related to or associated with the services, functions and responsibilities described in sub-clauses (a) and (c) that were routinely performed in the 12 month-period prior to the Effective Date by the Affected Employees and the Affected Contractors, which services, functions or responsibilities were displaced or transitioned as a result of this Agreement, even if such service, function or responsibility is not specifically described in this Agreement, provided that, any service, function or responsibility expressly identified in this Agreement as a retained responsibility of LS&Co. shall not be included as part of the Services; and (c) any services, functions or responsibilities required for the proper performance and delivery of the Services or that are inherent or necessary for the proper performance of the Services, whether or not expressly identified or described in this Agreement, as each of these services, functions or responsibilities may evolve during the Term and as they may be supplemented, enhanced, modified or replaced (e.g., to keep pace with technological advancements and improvements in the methods of delivering these services, functions or responsibilities) pursuant to the terms of this Agreement and including any supplement, enhancement, modification or replacement that arises from the exercise of LS&Co.’s rights under this Agreement.

2.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3.2 Commencement of Services. The obligations of the Parties under this Agreement shall commence on the Effective Date. Beginning on the date specified in an applicable Transition Plan, Supplier shall provide the Transition Services specified in such Transition Plan. Beginning on an applicable Commencement Date, Supplier shall provide the Services specified in the applicable Statement of Work or Statements of Work; except that, to the extent that any Services are to be provided to an Affiliate of LS&Co. within a member state of the European Economic Area, the provision of any such Services to that Affiliate shall first be subject to a determination by LS&Co. to obtain such Services for that Affiliate and with respect to such Services, Supplier shall not assume the responsibility for either the Transition or the provision of such Services to that Affiliate of LS&Co. until such time as LS&Co. notifies Supplier of LS&Co.’s decision to transfer the responsibility for the provision of Services for that Affiliate of LS&Co. to Supplier following LS&Co.’s full and final compliance with all applicable local Laws (including rules and regulations with regard to employees’ and employee representatives’ rights related to information and consultation).

3.3 Increase or Decrease in Services. Supplier shall increase or decrease the amount of the Services provided hereunder according to LS&Co.’s demand for the Services. Increases in the volume of Services shall not be considered New Services.

3.4 Non-Exclusivity. This Agreement is non-exclusive and without any minimum commitment by LS&Co. as to volume, scope or value. Nothing herein shall be construed as a requirements contract, or be interpreted to prevent LS&Co. from obtaining from third parties, or providing to itself, any of the Services described in this Agreement (whether Services, New Services, or otherwise) or services similar thereto.

3.5 Affiliates and Service Recipients. Supplier shall provide the Services in accordance with this Agreement to LS&Co. and, as directed by LS&Co., to LS&Co.’s Affiliates and Service Recipients. With respect to Supplier’s obligations and license grants contained in this Agreement, the term “LS&Co.” shall include LS&Co., its Affiliates and Service Recipients. LS&Co. shall add Service Recipients or LS&Co. Affiliates at its sole discretion, but LS&Co. shall not be obligated to obtain the Services from Supplier in respect of any of the Service Recipients or LS&Co. Affiliates.

3.6 Resources. Except as expressly provided otherwise in this Agreement, Supplier shall provide all facilities, assets, and resources (including personnel, Equipment, services and Software) necessary to provide the Services and otherwise meet its obligations under this Agreement, including those facilities, assets, and resources (including personnel, Equipment, services and Software) listed as the responsibility of Supplier elsewhere in this Agreement.

3.7 Standards and Policies. Without limiting Supplier’s other obligations under this Agreement, in performing the Services Supplier shall comply with: (a) the policies and procedures contained in the Operations Manual; (b) all LS&Co. Policies; and (c) LS&Co.’s Business Partner Terms of Engagement, as such policies and procedures are made available to Supplier by LS&Co. from time to time.

3.8 Supplier Consents. Supplier shall, at its own cost and expense, obtain, maintain and comply with all Supplier Consents. If Supplier is unable to acquire a Supplier Consent despite using its best efforts to do so, Supplier shall implement, at its cost and expense, and subject to LS&Co.’s prior approval, alternative methods as necessary to provide the Services in accordance with this Agreement without such Supplier Consent.

3.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3.9 LS&Co. Consents. LS&Co. shall, at its own cost and expense, obtain and maintain all LS&Co. Consents. Supplier shall, at LS&Co.’s request: (a) provide such assistance as is reasonably requested by LS&Co. with respect to the LS&Co. Consents; and (b) comply with any terms and conditions of the LS&Co. Consents. If LS&Co. is unable to acquire an LS&Co. Consent despite using its best efforts to do so, Supplier shall, upon LS&Co.’s request, implement alternative methods as necessary to provide the Services in accordance with this Agreement without such LS&Co. Consent; except that, to the extent that such alternative methods would require that Supplier incur material additional costs or increase in a material manner the Supplier Staff beyond, in each case, that which is ordinarily used or incurred by Supplier to provide the Services, then Supplier may, in accordance with the Contract Change Process, request that LS&Co. pay the incremental costs related to such material increase.

4. COMPLIANCE.

4.1 Governmental Approvals. LS&Co. shall, at its cost and expense, obtain and maintain the LS&Co. Governmental Approvals. Supplier shall, at its cost and expense, obtain and maintain the Supplier Governmental Approvals. Upon request by either Party, the other Party shall provide to the requesting Party reasonable cooperation and assistance in obtaining Governmental Approvals hereunder.

4.2 Compliance with Laws. Supplier shall comply with all Laws applicable to Supplier in the performance of this Agreement, including anti-bribery (such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act), employment, worker health and safety, environmental protection, product liability, packaging liability, data protection, and privacy and consumer protection laws, shall perform the Services in compliance with Laws (including the administration of the LS&Co. Policies) and as necessary to keep LS&Co. in compliance with all Laws and shall obtain all applicable permits and licenses required of Supplier in connection with its obligations hereunder.

4.3 Changes in Law.

(a) Notification of Changes in Laws. LS&Co. shall monitor and promptly identify and notify Supplier of all LS&Co. Change in Law. Supplier shall monitor and promptly identify and notify LS&Co. of all Supplier Change in Law. Supplier and LS&Co. shall work together to identify the effect of changes in Laws on the provision or receipt of the Services. The Parties acknowledge that a change in Law may be a Supplier Change in Law and a LS&Co. Change in Law and, in such case, each Party’s obligations under this Agreement with respect to such Law shall continue to apply, except that the costs necessary to implement changes to the Services necessary to comply with changes in such Law shall be allocated equitably between the Parties.

(b) LS&Co. Change in Law. With respect to an LS&Co. Change in Law, the Parties shall discuss modifications to the Services, if any, necessary to comply with such changes. Supplier shall promptly thereafter propose any adjustment to the applicable Charges associated with such modifications; provided that any such adjustment shall be based solely upon Supplier’s incremental costs associated with the implementation of such modifications; provided that, if Supplier is providing to other customers services that are subject to the same LS&Co. Change in Law, Supplier shall develop and present to LS&Co. a plan to allocate such costs such that LS&Co. and each such customer pays only its equitable share of such costs. Upon LS&Co.’s consent, Supplier shall implement such modifications to the Services in a timely manner.

(c) Supplier Change in Law. With respect to a Supplier Change in Law, Supplier shall implement in a timely manner, at its own cost and expense, any changes in the Services required to comply with such Supplier Change in Law; provided, that if such changes have a material effect on the provision or receipt of the Services, Supplier shall obtain LS&Co.’s consent before implementing such changes.

4.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

(d) Reduction in Services. Notwithstanding any LS&Co. consent obtained under Sections 4.3(b) or 4.3(d), if any change in Law, change in the Services required to conform to any change in Law, or failure of Supplier to obtain any Supplier Governmental Approval, results in a reduction in the Services or in the level or quality of the Services, or in a substantial increase in the Charges, then LS&Co. may elect either: (i) to negotiate and implement an equitable reduction to the applicable Charges (in the case of a reduction of the Services or in the level or quality of the Services); or (ii) to terminate the affected portion of the Services as of the date specified by LS&Co. in its notice of termination and (y) in the case of a Supplier Change in Law without payment of any Termination Charges; and (z) in the case of an LS&Co. Change in Law, with payment of the applicable Stranded Costs.

4.4 Cooperation with Regulators. As directed by LS&Co., Supplier shall work with those Governmental Authorities that regulate LS&Co. in an open and co-operative way, including: (a) meeting with such Governmental Authorities; (b) coordinating with LS&Co. to provide to representatives or appointees of such Governmental Authorities any applicable materials, records and information relating to the Services or allowing any such representatives or appointees access to such materials, records and information relating to the Services and providing such facilities as such representatives or appointees may reasonably require; and (c) permitting representatives or appointees of such Governmental Authorities to have access on demand to any of its premises to the extent relating to the Services.

4.5 Business Conduct and Anti-Bribery. Supplier shall comply, and shall ensure that Supplier Agents comply, with all applicable U.S. and international anti-corruption Laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act). Supplier shall conduct its activities under this Agreement in accordance with the highest standards of business ethics and in compliance with LS&Co.’s Anti-Bribery and Anti-Corruption Policy (“ABAC Policy”), and Supplier shall not make any payments that could cause LS&Co. to violate the ABAC Policy. Supplier shall ensure that its senior management and other relevant employees participate in any training sessions provided by LS&Co. on the ABAC Policy. Supplier and Supplier Agents have not and shall not, directly or indirectly, make, authorize, offer, or promise to make, authorize or offer, any payments or gifts or things of value, to: (a) any official or employee of any Governmental Authority; (b) any candidate for public office; or (c) any political party or any officer or employee thereof (the individuals mentioned in clauses (a), (b) and (c) hereinafter collectively called “Government Officials”), or to any other party in violation of anti-bribery laws or the ABAC Policy. Supplier shall provide prompt notice to LS&Co. if Supplier or any Supplier Agent is or becomes an official or employee of any Governmental Authority during the Term. If LS&Co. has reason to believe that a breach of this Section 4.5 has occurred or may occur, LS&Co. may withhold payments due under this Agreement until such time as it has received confirmation to its satisfaction that no breach of this Section 4.5 has occurred or will occur. Supplier covenants and agrees that it has not been convicted of or pleaded guilty to a criminal offence, including one involving fraud, corruption, or moral turpitude, that it is not now, to the best of its knowledge, the subject of any government investigation for such offences, and that it is not now listed by any Governmental Authority as debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for government programs. Supplier shall provide to LS&Co. an annual certification stating that it did not make payments that would cause LS&CO. to violate the ABAC Policy (“Annual Certification”). The Annual Certification must be in the form required by LS&Co and returned to LS&Co. by February 1 following the end of the preceding calendar year. During the Term and for a period of 24 months following the End Date, LS&Co. shall have the right to conduct an audit of Supplier’s books and records that reasonably relate to compliance with this Section 4.5. Such audit shall include the right to interview Supplier Agents with respect to such records. Supplier shall fully cooperate in any investigation, including making Supplier Agents available for interviews.

5.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

4.6 Performance Under Third Party Contracts. Supplier shall promptly notify LS&Co. of any breach of, or misuse or fraud in connection with any Third Party Contracts of which Supplier becomes aware and shall cooperate with LS&Co. to prevent or stay any such breach, misuse or fraud. Supplier shall pay all amounts due for any penalties or charges (including amounts due to a third party as a result of Supplier’s failure to promptly notify LS&Co. pursuant to the preceding sentence), and other expenses incurred by LS&Co. as a result of Supplier’s non-performance of its obligations under this Agreement with respect to the Third Party Contracts.

5. TRANSITION; ACQUISITIONS AND DIVESTITURES; COOPERATION.

5.1 Transition Services. Supplier shall perform all services, functions, and responsibilities necessary to accomplish the transition of LS&Co.’s technology, operations and capabilities to Supplier (the “Transition Services”). Supplier shall perform the Transition Services in accordance with the Transition Plan and without causing material disruptions to LS&Co.’s business operations. Supplier shall be excused from a failure to perform the Transition Services to the extent, and during the time, that Supplier is directly precluded from performing those Transition Services as a result of LS&Co.’s or an LS&Co. Agent’s failure to perform LS&Co.’s or an LS&Co.’s Agents specified and written obligations set forth in the Transition Plan (each a “LS&CO. Transition Responsibility”) and provided that Supplier: (a) promptly provides LS&Co. with advance notice identifying in detail the LS&Co. Transition Responsibility in question, the nature of LS&Co.’s or the LS&Co. Agent’s failure to perform such LS&Co. Transition Responsibility and the relevant Transition Service that is at risk; (b) continues without interruption to use commercially reasonable efforts to perform its obligation notwithstanding LS&Co.’s or the LS&Co. Agent’s non-performance of the LS&Co. Transition Responsibility; and (c) re-commences performance of the affected Transition Service in accordance with the Transition Plan, immediately upon LS&Co. curing its non-performance.

5.2 Transition Managers. Supplier shall designate an individual who shall be responsible for managing and implementing the Transition Services (the “Supplier Transition Director”), as well as individuals for each of the agreed upon LS&Co.’s facilities and functions affected by the transition (“Individual Transition Managers”) who shall be responsible for managing and implementing the Transition Services specific to such facilities and functions. Unless otherwise expressly specified in the Transition Plan, there shall be no charges for the Transition Services other than the Transition Charges. Until the completion of the applicable Transition Services, the Supplier Transition Director and each Individual Transition Manager shall review with the LS&Co. Governance Executive the status of the Transition Services as requested by the LS&Co. Governance Executive.

5.3 Transition Milestones. The Transition Plan includes a list of milestones relating to Supplier’s obligations under the Transition Plan. If Supplier fails to achieve any milestone by the completion date specified for such milestone in the Transition Plan, LS&Co. shall not be responsible for any portion of the Transition Charge associated with the Transition Milestone unless and until Supplier’s completion of the milestone is approved by LS&Co. If Supplier fails to achieve any Critical Transition Milestone by the completion date specified for such milestone in the Transition Plan, and such failure is caused by Supplier, LS&Co. may elect to terminate this Agreement as of the date specified by LS&Co. in its notice of termination without payment of any Termination Charge. In addition to any Transition Credit payable by Supplier in accordance with this Agreement, if Supplier fails to meet the date specified for any Transition Milestone, Supplier shall not be entitled to any further compensation beyond the applicable Transition Charges for the additional work associated with achieving such Transition Milestone after such date.

6.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

5.4 Employee Transfers. The provisions applicable to employee transfers, if any, are set forth in Attachment 8.3.

5.5 New Entities and Divestitures.

(a) New Entities. With respect to LS&Co.’s acquisition of other entities, or LS&Co.’s inclusion of additional Affiliates or Service Recipients (each a “New Entity” and, collectively, “New Entities”), Supplier shall provide, at LS&Co.’s request and at no additional cost (except with respect to any one-time transition charges agreed to in advance by the Parties): (i) support services as necessary to assist LS&Co. with its assessment of the New Entity and the impact of a New Entity’s technology, operations and capabilities on the technology, operations and capabilities of LS&Co.; except that to the extent that such support services would require that Supplier incur material additional costs or increase, in a material manner, the Supplier Staff beyond, in each case, that which is ordinarily used or incurred by Supplier to provide the Services, then Supplier may, in accordance with the Contract Change Process, request that LS&Co. pay the incremental costs related to such material increase; and (ii) the Services, whether all or a portion specified by LS&Co., to the New Entities in accordance with, and under the then-current terms, conditions and pricing of, this Agreement, including performing those Services specified in the Statements of Work. Supplier shall, at the request of LS&Co. (and at the one-time charges agreed to in advance by the Parties) perform assessments of a New Entity’s technology, operations and capabilities, and complete any plans and designs necessary to accomplish the transition of the New Entities technology, operations and capabilities to the Services and provide support services as necessary to integrate and incorporate a New Entity’s technology, operations and capabilities into the technology, operations and capabilities of LS&Co.

(b) Divestitures. If LS&Co. divests itself of a business unit or entity, or removes Affiliates or Service Recipients from the scope of this Agreement (collectively, “Divested Entities”), Supplier shall continue to provide, at LS&Co.’s request (where possible such request to be provided to Supplier at least 30 days in advance) and at no additional cost, the Services in accordance with this Agreement to the Divested Entity for up to 24 months from the effective date of such divestiture or removal, as the case may be, under the then-current terms, conditions and pricing of this Agreement. In addition, Supplier shall provide at LS&Co.’s request and at no additional cost (except with respect to any one-time transition charges agreed to in advance by the Parties) support services to LS&Co., the Divested Entity, and, as applicable, the acquiring entity as may be necessary to transfer the Divested Entities’ technology, operations and capabilities to a third party or enable such entity to provide the technology, operations and capabilities to itself, including those services specified in the Statements of Work.

5.6 Cooperation with Third Parties. LS&Co. may from time to time hire subcontractors, consultants, or other third parties (“LS&Co. Third Party Contractors”) to perform services or provide products to LS&Co. Supplier shall cooperate with and work in good faith with any LS&Co. Third Party Contractors as requested by LS&Co., as necessary for Supplier to perform the Services or for LS&Co. Third Party Contractors to perform services or provide products to LS&Co. Without limiting the foregoing, Supplier shall provide the following: (a) in writing, to the extent available, applicable requirements, standards and policies applicable to the Services so that the goods and services provided by the LS&Co. Third Party Contractor may work in conjunction with or be integrated with the Services; (b) in writing, the System requirements applicable to any required interfaces for the LS&Co. Third Party Contractor’s work product; (c) in writing, the applicable requirements of any necessary modifications to the Systems required in connection with the LS&Co. Third Party Contractor’s work product; (d) Supplier’s quality assurance, and its development and performance acceptance testing, for the LS&Co. Third Party Contractor’s work product; (e) assistance and support services to LS&Co., the LS&Co. Third

7.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Party Contractor or any other third party, including Supplier’s participation as required to permit Supplier, LS&Co., LS&Co. Third Party Contractors or any other third party to acquire the knowledge necessary to efficiently integrate, operate and maintain the LS&Co. Third Party Contractor’s work product as part of the Systems; (f) access to the Systems and facilities used to provide the Services, to the extent that such access is required for the services provided by the LS&Co. Third Party Contractor; (g) collaborating with LS&Co. and LS&Co. Third Party Contractors in addressing service-related issues that may cross over from one service area or provider to another and related to the Services, including as necessary to coordinate the performance by each LS&Co. Third Party Contractor of its obligations with the performance of the obligations of Supplier; and (h) such other assistance and cooperation as is reasonably required by LS&Co.

6. NEW SERVICES.

6.1 New Services. LS&Co. may from time to time during the Term and the Termination Assistance Period request that Supplier perform a New Service. Within 10 days after receipt of such a request from LS&Co. (or such other time as LS&Co. and Supplier may agree depending on the nature and scope of the New Service), Supplier shall provide LS&Co. with a written proposal for such New Service which shall be in the form set forth in Exhibit 15 (a “New Service Proposal”). Supplier shall not begin performing any New Service until LS&Co. and Supplier have agreed upon the terms for such New Service and the LS&Co. Governance Executive has provided Supplier with written authorization by executing the New Service Proposal to perform the New Service. Any New Service performed by Supplier without such advance agreement to terms and written authorization shall be deemed part of the Services without incremental charge then or in the future. Each New Service Proposal shall include at a minimum: (a) a detailed description of the services, functions and responsibilities Supplier anticipates performing in connection with such New Service, including any services, functions and responsibilities required to transition to the New Service, any transformed or future state Services; (b) a schedule for commencing and completing such New Service; (c) Supplier’s fees for such New Service, including a detailed breakdown of such fees; (d) when appropriate, a description of any new Software or Equipment to be provided by Supplier in connection with such New Service; (e) when appropriate, the Software and Equipment and run-time requirements necessary to develop and operate any new Software; (f) a description of the human resources necessary to provide the New Service, the facilities required to provide the New Services and the location of such facilities; (g) a description of proposed service levels and associated measurement and monitoring tools for the New Service; (h) when appropriate, a list of any existing Software or Equipment included in or to be used in connection with such New Service; (i) when appropriate, acceptance test criteria and procedures for any new Software or any products, packages or services; (j) the detailed technical, functional, physical, design, environmental, operational, performance or other relevant specifications and requirements that the Services, Software, Equipment, Systems or facilities must meet (including any specifications, representations, warranties or covenants applicable to the foregoing); and (k) such other information requested by LS&Co.

6.2 Charges for New Services. Supplier’s charges and fees specified in any New Service Proposal shall be, to the extent possible, determined in a manner consistent with the applicable pricing formulas and methodologies utilized in establishing the Charges. The charges and fees for any such New Service shall take into account resources and expenses of Supplier for then-existing Services that would no longer be required if the New Service were performed by Supplier.

6.3 Terms for New Services. Any New Services authorized by LS&Co. in accordance with this Article 6 shall become part of the Services and shall be subject to the terms and conditions of this Agreement unless and only to the extent the Parties agree otherwise.

8.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

7. LS&CO. RESOURCES AND FACILITIES.

7.1 Systems. If LS&Co. grants Supplier access to any LS&Co. Systems, such access shall be solely for purposes of performing the Services, and Supplier’s access shall be limited to those specific Systems identified in this Agreement and the time periods and personnel designated by Supplier and agreed to by LS&Co. and Supplier. Supplier’s access shall be subject to the LS&Co. Policies. Any other use by Supplier of any other LS&Co. assets or property or Systems is prohibited.

7.2 LS&Co. Equipment. With respect to Equipment that is owned or leased by LS&Co. (collectively, “LS&Co. Equipment”), LS&Co. grants to Supplier during the Term the right to access and use the LS&Co. Equipment solely to the extent necessary to perform the Services. Supplier acknowledges that it has no legal or equitable claim to the LS&Co. Equipment and agrees not to contest ownership of such Equipment. Throughout the Term, and thereafter for the purposes of Termination Assistance Services, Supplier shall keep any LS&Co. Equipment that is removed from LS&Co. premises or is stored along with Supplier Equipment separate from the property of Supplier and of third parties, and shall properly identify such Equipment as LS&Co.’s property. Supplier shall not purport to pledge, or in any way charge by way of security, permit any lien to be placed on, or otherwise encumber or permit the encumbrance in any way of, any of the LS&Co. Equipment which shall at all times remain LS&Co.’s or the applicable third party lessor’s property and shall irrevocably waive any rights which may arise under Law to take a lien over the LS&Co. Equipment for any sums due to Supplier pursuant to this Agreement.

7.3 LS&Co. Facilities; Permitted Areas. Beginning on the Effective Date and continuing only as long as Supplier requires the same for the performance of the Services, LS&Co. shall provide to Supplier, at no charge to Supplier and subject to this Article 7, the use of space designated by LS&Co. in certain LS&Co. Service Locations (“Permitted Areas”) for Supplier’s use in performing the Services, together with reasonable office furnishings, janitorial services, fixed-line telephones (excluding applicable call charges to the extent that these are separately charged), parking, and utilities, in each case to the same extent that LS&Co. otherwise provides such supplies and services to subcontractors performing similar services for LS&Co. at such LS&Co. Service Locations. LS&Co. shall not provide personal productivity tools to Supplier, including computers, local printers, mobile-type devices, tablets, smartphones, cell phones or similar items. Supplier shall use the Permitted Areas for the sole and exclusive purpose of providing the Services. Use of Permitted Areas by Supplier does not constitute a leasehold interest in favor of Supplier or any Supplier Agents. Supplier and Supplier Agents shall comply with the requirements related to Permitted Areas contained in this Agreement and such other requirements made available to Supplier by LS&Co. from time to time. Supplier and Supplier Agents shall use the Permitted Areas in an efficient manner and to the extent that Supplier or Supplier Agents operate in such areas in a manner that unnecessarily increases facility costs incurred by LS&Co., LS&Co. reserves the right to set-off such increased costs against the Charges. Supplier and Supplier Agents shall keep the Permitted Areas in good order, not commit or permit waste or damage to such facilities, not use such facilities for any unlawful purpose or act. Supplier and Supplier Agents shall not make any improvements or changes involving structural, mechanical or electrical alterations to the LS&Co. Service Locations without LS&Co.’s written approval and any such improvements or changes shall become the property of LS&Co. or its lessors. Supplier and Supplier Agents shall permit LS&Co. and LS&Co. Agents to enter the Permitted Areas at any time to perform facilities-related services, conduct audits in accordance with Article 18, and as otherwise requested by LS&Co. When the Permitted Areas are no longer required for performance of the Services, Supplier shall return such areas to LS&Co. in substantially the same condition as when Supplier began using such locations, subject to ordinary wear and tear. While at any LS&Co. Service Location, Supplier and Supplier Agents shall: (a) comply with all of the LS&Co. Policies and all of LS&Co.’s standard and site-specific policies and procedures in effect from time to time

9.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

at the LS&Co. Service Locations, including procedures for the physical security of the LS&Co. Service Locations; (b) comply with the requests, rules and regulations of LS&Co. regarding safety and health, personal and professional conduct (including adhering to the general LS&Co. safety practices or procedures) generally applicable to such LS&Co. Service Locations; and (c) otherwise conduct themselves in a businesslike manner.

8. SERVICE LEVELS AND REPORTS.

8.1 Service Levels. Supplier shall be responsible for and shall perform the Services in accordance with the Service Levels described in Exhibit 3 and otherwise in accordance with this Agreement. Supplier shall perform all Services that do not have defined Service Levels in a manner and at levels that equal or exceed the level of service being provided internally by LS&Co. or through a third party prior to the Effective Date, including with respect to accuracy, quality, completeness, timeliness, and responsiveness.

8.2 Knowledge Sharing. At least once in every 90-day period, and upon LS&Co.’s request, Supplier shall meet with representatives of LS&Co. in order to: (a) explain how the Systems work and are operated; (b) explain how the Services are provided; and (c) provide such training and documentation that LS&Co. may require for LS&Co. to understand and operate the Systems and provide the Services (i) after the expiration or termination of this Agreement; or (ii) as required upon exercise of the step-in rights pursuant to Section 14.5.

8.3 Service Reports. Supplier shall provide to LS&Co., in a form and format acceptable to LS&Co., the reports set forth in Exhibit 6, any other reports identified in this Agreement, and any other reports LS&Co. requests from time to time. The delivery schedule of the reports shall be as specified in Exhibit 6, and where no such schedule is specified, as required by LS&Co.

9. SERVICE LOCATIONS.

9.1 Service Locations. The Services shall be provided to LS&Co. solely from: (a) the LS&Co. Service Locations; (b) Supplier Service Locations; and (c) any other location for which Supplier has received LS&Co.’s approval, to be given in LS&Co.’s sole discretion. Exhibit 7, which contains the list of Service Locations, will designate which Services may be provided from each Service Location. Supplier and Supplier Agents may not provide or market services to a third party or to itself from a LS&Co. Service Location without LS&Co.’s consent, to be given in LS&Co.’s sole discretion. If either Party requests the approval of a new location for the provision of the Services, Supplier shall provide to LS&Co. a written relocation proposal that sets forth a description of the proposed new location, the process for completing the relocation and any other information reasonably requested by LS&Co. Any incremental costs incurred by LS&Co. as a result of a relocation to, or use of, any location other than the locations described with respect to designated Services in Exhibit 7 shall be paid by Supplier or reimbursed to LS&Co. by Supplier, except that LS&Co. shall reimburse the reasonable costs incurred by Supplier as a result of a relocation to, or use of, any location other than the locations described with respect to the designated Services in Exhibit 7 where such relocation or use of such other location is requested by LS&Co. for its convenience (and without regard to Supplier’s performance or solution or issues associated therewith); and provided that such costs have been agreed upon by LS&Co. prior to Supplier commencing the relocation to or use of such other location.

10.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

9.2 Safety and Security Procedures. Supplier shall maintain and enforce at all Supplier Service Locations safety and security procedures that are at least equal to the most stringent of the following: (a) industry standards for locations similar to the applicable Service Locations; (b) the procedures in effect at locations of other Supplier customers receiving services similar to the Services; (c) any higher standard required by Law.

10. GOVERNANCE.

10.1 LS&Co. Governance Executive. LS&Co. shall appoint an individual (the “LS&Co. Governance Executive”) who from the Effective Date of this Agreement shall serve as the primary LS&Co. representative under this Agreement. The LS&Co. Governance Executive shall: (a) have overall responsibility for managing and coordinating the performance of LS&Co.’s obligations under this Agreement; and (b) be authorized to act for and on behalf of LS&Co. with respect to all matters relating to this Agreement. Notwithstanding the foregoing, the LS&Co. Governance Executive may, upon notice to Supplier, delegate such of his or her responsibilities to other LS&Co. Agents, as the LS&Co. Governance Executive deems appropriate. LS&Co. may replace the LS&Co. Governance Executive upon notice to Supplier.

10.2 Supplier Governance Executive. Supplier shall appoint an individual (the “Supplier Governance Executive”) who from the date of this Agreement shall serve, on a full-time basis, as the primary Supplier representative under this Agreement. Supplier’s appointment of any Supplier Governance Executive shall be subject to LS&Co.’s prior approval. The Supplier Governance Executive shall: (a) have overall responsibility for managing and coordinating the performance of Supplier’s obligations under this Agreement; and (b) be authorized to act for and on behalf of Supplier with respect to all matters relating to this Agreement.

10.3 Governance Meetings. Supplier shall implement a governance structure and governance procedures as specified in Exhibit 5. Supplier shall attend governance meetings as specified in Exhibit 5. LS&Co. may replace or reassign its governance committee members upon notice to Supplier. Supplier shall not replace or reassign its governance committee members unless LS&Co. consents to such replacement or reassignment. Before assigning an individual to a governance committee, Supplier shall notify LS&Co. of the proposed assignment, introduce the individual to appropriate LS&Co. personnel, provide LS&Co. with any information regarding the individual that may be reasonably requested by LS&Co., and obtain LS&Co.’s approval for such assignment.

10.4 Operations Manual. Supplier shall develop and provide the Operations Manual to LS&Co. for LS&Co.’s review and approval in accordance with the requirements and delivery schedule specified in this Agreement. Thereafter Supplier shall update the Operations Manual as necessary and shall provide such updated manual to LS&Co. for its review and approval. The Operations Manual shall be provided to LS&Co. in hard copy as well as being made available to LS&Co. in electronic format through a web interface. The Operations Manual shall be suitable for use by LS&Co. to understand the Services.

10.5 Changes; Change Management Process. No Change shall be implemented without LS&Co.’s approval, except as may be necessary on a temporary basis to maintain the continuity of the Services and with respect to all Changes, Supplier shall, other than those Changes made on a temporary basis to maintain the continuity of the Services, schedule Changes so as not to unreasonably interrupt LS&Co.’s business operations. With respect to any Change made on a temporary basis to maintain the continuity of the Services, Supplier shall document and provide to LS&Co. notification of the Change no later than the next business day after the Change is made. LS&Co. shall have no liability for any activities of Supplier, including the provision of Systems or Services, that are undertaken pursuant to a Change unless such Change has been approved by LS&Co. in accordance with the Change Management Process.

11.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

10.6 Contract Change Process. All Contract Changes shall be documented in a change order prepared by Supplier, at its cost and expense. Where LS&Co. requires a Contract Change, Supplier shall prepare such change order in response to LS&Co.’s request for that Contract Change. Each change order prepared by Supplier shall be identified by a unique number, contain a detailed description of the Contract Change and a detailed analysis of the impact of the proposed Contract Change, including an analysis of the impact on the Systems, Software and Equipment used to provide the Services, the scope and nature of the Services, and the level and quality of the Services. Each such change order shall specify the adjustments to the Charges, if any. Any Contract Change approved by LS&Co. shall be executed by LS&Co. and Supplier in accordance with the requirements in Section 29.9. No Contract Change shall be implemented without LS&Co.’s prior approval. LS&Co. shall have no liability for any activities of Supplier, including the provision of Systems or Services, that are undertaken pursuant to a Contract Change unless such Contract Change has been approved by LS&Co. in accordance with the Contract Change Process.

11. SUPPLIER DELIVERY ORGANIZATION.

11.1 Key Supplier Personnel. With respect to the Key Supplier Personnel, the Parties agree as follows:

(a) All Key Supplier Personnel shall be dedicated to the LS&Co. account on a full-time basis unless otherwise specified on Exhibit 13.

(b) Before assigning an individual to a Key Supplier Personnel position, whether as an initial assignment or as replacement, Supplier shall: (i) notify LS&Co. of the proposed assignment within a reasonable period of time prior to the proposed assignment; (ii) introduce the individual to appropriate representatives of LS&Co.; (iii) provide LS&Co. with a resume and any information regarding the individual that may be reasonably requested by LS&Co.; and provide LS&Co. with an opportunity to interview the individual; (iv) provide LS&Co. with a plan that details the education and handover process to be completed by Supplier; and (v) obtain LS&Co.’s written approval for such assignment.

(c) Supplier shall not replace or reassign: (i) the Supplier Governance Executive for 36 months from the date such individual begins his or her tenure in that position; (ii) the Supplier Transition Director until 30 days after the completion of all Transition Services; or (iii) any other Key Supplier Personnel for 24 months from the date such individual begins his or her tenure in that position (and, without limiting the foregoing 24 month-obligation, if any of the Key Supplier Personnel has duties in connection with a particular discrete Project, until the completion of such Project), unless, in each case, LS&Co. consents in its sole discretion to such replacement or reassignment, or such individual: (A) voluntarily resigns from Supplier; (B) is dismissed by Supplier for misconduct; (C) fails to perform his or her duties and responsibilities pursuant to this Agreement; or (D) is unable to work due to disability.

(d) If LS&Co. determines that any Key Supplier Personnel should not continue in his or her position, LS&Co. may in its sole discretion and upon notice to Supplier require the immediate removal of such Key Supplier Personnel from the Supplier Staff.

12.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

(e) Supplier shall maintain backup procedures and conduct replacement procedures for Key Supplier Personnel as necessary to assure an orderly succession for Key Supplier Personnel removed from the account for any reason. Upon LS&Co.’s request, Supplier shall make such procedures available to LS&Co.

(f) Supplier shall make the Key Supplier Personnel available for meetings with LS&Co. personnel in accordance with Exhibit 5 and otherwise upon LS&Co.’s request.

11.2 Supplier Staff; Training and Skills; Removal; Confidentiality. Supplier shall appoint to the Supplier Staff only individuals with suitable training and skills to perform the Services. Supplier shall provide upon LS&Co.’s request a list of all Supplier Staff and other Supplier Agents dedicated full-time to the Supplier Staff and their respective job titles. Supplier shall notify LS&Co. as soon as possible after dismissing or reassigning any member of the Supplier Staff whose work location is at a LS&Co. Service Location. LS&Co. may in its sole discretion from time to time to require Supplier to remove any member of the Supplier Staff from working on the LS&Co. account, with or without cause (provided that such requirement shall not be based on legally prohibited reasons), and Supplier shall complete such removal within 24 hours and replace such individual as soon as practicable at no cost to LS&Co. Each member of the Supplier Staff who performs work under this Agreement shall be informed of Supplier’s confidentiality obligations under this Agreement and shall agree in writing to and shall comply with such obligations. With respect to Supplier Staff assigned to the account at or in advance of the Commencement Date, at least 20% of those Supplier Staff shall have recent prior experience with clients that are similar to LS&Co., or on accounts that are similar in nature, size and types of services to the LS&Co. account.

11.3 Background Checks. Supplier certifies that it has conducted a background check with respect to each member of the Supplier Staff prior to that Supplier Staff member working at a LS&Co. Service Location or accessing the Systems in accordance with the LS&Co. background screening requirements for non-employees made available by LS&Co. from time to time. At a minimum such background check shall include verification of name, work eligibility status, current address, educational background, work history, and court records for area of residence over the prior 5 years, including felony violations or other acts involving breach of trust or act of dishonesty. In addition, if requested by LS&Co. (and at the cost agreed to in advance by the Parties), Supplier shall conduct enhanced security screening and background checks of Supplier Staff, including additional background checks that LS&Co. requires in a particular jurisdiction. LS&Co. shall provide its requirements to Supplier for such enhanced security screening and background checks. Notwithstanding the foregoing, LS&Co. may conduct such enhanced security screening and background checks itself (and not through Supplier) to the extent required by applicable Law, and, upon request from LS&Co., Supplier shall support and assist LS&Co. in carrying out such enhanced security screening and background checks. LS&Co. reserves the right to refuse to allow any of the Supplier Staff admittance to LS&Co. Service Locations or to perform Services where such individual does not meet LS&Co.’s background and security requirements.

11.4 Blocked Person Certification. At LS&Co.’s request, Supplier shall certify that each Supplier Agent is not and has never been: (a) a Blocked Person; and (b) acting directly or indirectly for any Blocked Person. Supplier shall immediately notify LS&Co. if any Supplier Agent is or becomes a Blocked Person and Supplier shall cease using such Supplier Agent to provide the Services.

11.5 Conduct of Supplier Personnel. If LS&Co. notifies Supplier that a particular member of the Supplier Staff is not conducting himself or herself in accordance with Section 7.3, Supplier shall promptly investigate the matter and take appropriate action which may include: (a) removing the applicable person from the Supplier Staff and providing LS&Co. with prompt notice of such removal and

13.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

replacing the applicable person with a similarly qualified individual; or (b) taking other appropriate disciplinary action to prevent a recurrence. In the event of multiple violations of Section 7.3 by a particular member of the Supplier Staff, Supplier shall promptly remove the individual from the Supplier Staff. LS&Co. reserves the right to remove any Supplier Staff from any LS&Co. Service Location and restrict access to any System in its sole discretion.

11.6 Assignment to Competitors. Supplier shall not assign any Key Supplier Personnel to the account of any LS&Co. Competitor without LS&Co.’s prior consent (which consent will not be unreasonably held by LS&Co., except that such consent may be subject to such conditions as LS&Co. deems necessary to protect the interests of LS&Co.): (a) while such Key Supplier Personnel is assigned to the LS&Co. account; and (b) for a period of 12 months following the date that such Key Supplier Personnel ceases providing Services.

11.7 Subcontractors. Supplier shall directly render all Services exclusively through its employees and Supplier Agents under its control who are authorized in accordance with this Agreement. Except with respect to those Supplier Agents set forth on Exhibit 14, prior to subcontracting any of the Services, Supplier shall notify LS&Co. of the proposed subcontractor and shall obtain LS&Co.’s approval of such subcontractor, which approval may be given in LS&Co.’s sole discretion. Prior to making any material modification to any subcontract relating to the Services including material changes to the volume or type of services provided under such subcontract, Supplier shall notify LS&Co. of the proposed modification and shall obtain LS&Co.’s approval thereof. Subcontracting the provision of any portion of the Services in accordance with this Agreement shall not relieve Supplier of any of its obligations under this Agreement. Supplier shall be responsible for the work and activities of each of the Supplier Agents, including such agent’s compliance with the terms of this Agreement. Supplier shall be responsible for all payments to Supplier Agent in connection with the provision of Services. For Non-Critical Services (defined below) for which Supplier wishes to engage a Supplier Agent, Supplier may comply with this Section 11.7 with respect to such Supplier Agent by providing LS&Co. with notice as soon as practicable after engaging such Supplier Agent, provided that all other provisions of this Section 11.7 shall apply to such Supplier Agent. “Non-Critical Services” means services performed by a Supplier Agent that do not require interaction between Service Recipients and such Supplier Agent (including its personnel), that are administrative in nature and that do not entail access on the part of such Supplier Agent to any LS&Co. Data or Systems. LS&Co. may request, by notice, that Supplier replace any Supplier Agent for the reasons stated in such notice. After receipt of such notice, Supplier shall have 5 days in which to investigate the matters stated and discuss its findings with LS&Co. In the event that, following that 5 day-period, LS&Co. still requests replacement of the Supplier Agent, Supplier shall cease using such Supplier Agent to provide the Services. In the event that, in its discretion, LS&Co. believes that any Supplier Agent (or individual retained by such Supplier Agent) is a threat to the health, safety or security of any of LS&Co.’s, an Affiliate’s or a third party’s personnel, data or property, or threatens to be, or is in breach of the terms of this Agreement or any LS&Co. Policy, then Supplier shall remove that Supplier Agent from the provision of the Services immediately and, without limiting the foregoing, LS&Co. shall have the right to restrict such Supplier Agent’s access to any LS&Co. Service Location or System in its sole discretion.

11.8 Non-Solicitation. During the Term and Termination Assistance Period and for 1 year thereafter, neither Party nor their respective agents shall solicit the employment of any employee of the other Party without the prior written consent of such Party. It shall not be a violation of this Section 11.8 for: (a) a Party to advertise for personnel in generally available media, including through newspaper advertising, the internet, job fairs, recruiters and similar methods, and to hire the other Parties personnel that contact that Party as a consequence of such advertising; or (b) a Party to solicit or employ any person who approaches that Party solely on his or her own initiative with no direct or indirect solicitation or encouragement on the part of that Party.

14.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

11.9 Co-Employment. Supplier agrees and acknowledges, for itself and for the Supplier Staff, that the members of the Supplier Staff shall not be entitled to any benefits provided to employees of LS&Co. or its Affiliates, whether consisting of participation in an employee retirement, pension, supplemental compensation, defined contribution or similar plan; workers’ compensation; disability or other similar benefits; unemployment or other similar insurance or otherwise. Supplier agrees and acknowledges, for itself and for the Supplier Staff, that Supplier shall at all times remain the employer of all of its employees (and remain liable for all Supplier Staff) performing the Services and Supplier shall perform all of the responsibilities of an employer under applicable Laws. Supplier acknowledges and agrees that LS&Co. shall have no responsibility for verifying the work authorization status of any of the members of Supplier Staff. For clarity, and without limiting LS&Co.’s rights under this Article 11 to require the removal of individuals from the Supplier Staff, LS&Co. will not have the right under this Article 11 to require Supplier, or any Supplier Agent, to terminate any individual’s employment relationship with Supplier or any Supplier Agent.

12. PROPRIETARY RIGHTS.

12.1 Ownership of Background Technology and Derivative Works. Each Party shall have and retain exclusive ownership of its Background Technology, including any Intellectual Property Rights therein. LS&Co. shall have and retain exclusive ownership of all LS&Co. Derivative Works, LS&Co. Software, Commissioned Materials, and Work Product, in each case including any Intellectual Property Rights therein. Supplier shall have and retain exclusive ownership of all of Supplier Software and Supplier Derivative Works, including any Intellectual Property Rights therein. All rights not expressly granted in this Article 12 with respect to the software, works and materials described in this Section 12.1 are reserved to the owner thereof.

12.2 LS&Co. Software. LS&Co. hereby grants to Supplier, during the Term and Termination Assistance Period, a global, fully-paid up, non-exclusive, non-transferable, license to Use the LS&Co. Proprietary Software and, subject to the terms of the applicable third party agreements (including the confidentiality and use restrictions therein), the LS&Co. Third Party Software; in each case solely as necessary to provide the Services. Supplier may permit, subject to the terms of the applicable third party agreements (including the confidentiality and use restrictions therein), Supplier Agents to Use the LS&Co. Software solely to provide those Services that such Supplier Agents are responsible for providing.

12.3 LS&Co. Data. All LS&Co. Data shall remain the property of LS&Co. Absent LS&Co.’s approval, to be given or withheld in LS&Co.’s sole discretion, LS&Co. Data shall not be: (a) used by Supplier or Supplier Agents other than as required to provide the Services; (b) disclosed, sold, assigned, leased or otherwise provided to third parties by Supplier or Supplier Agents; or (c) commercially exploited in any form (including any individualized, anonymized, or aggregated form) by or on behalf of Supplier or Supplier Agents. Supplier hereby irrevocably assigns, transfers and conveys all of its right, title and interest (if any) in and to LS&Co. Data to LS&Co.

12.4 Supplier Software. Supplier shall provide LS&Co. with access to Supplier Software during the Term and Termination Assistance Period. Prior to using any Supplier Software to provide the Services, Supplier shall: (a) identify and provide LS&Co. with notice of such Software and submit to LS&Co. such information and materials that is necessary for LS&Co.’s review and approval, including

15.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

the Software; (b) with respect to Supplier Third Party Software, use all reasonable efforts to obtain from the applicable vendor the right to assign to LS&Co. or Successor at no cost the applicable software license agreement; and (c) if Supplier is unable to obtain such right, prior to using such Software, notify LS&Co. of the approximate cost of obtaining such right or obtaining a separate license to such Software. Upon LS&Co.’s request, Supplier shall provide LS&Co. with a list of all Supplier Software being used to provide the Services as of the date of such request. Supplier hereby grants to LS&Co. during the Term and Termination Assistance Period a global, fully paid-up, non-exclusive, non-transferable license to Use the Supplier Software in connection with the receipt and use of the Services, and to permit Service Recipients to Use the Supplier Software in connection with the receipt and use of the Services.

12.5 Commissioned Materials. Supplier shall provide to LS&Co. all Commissioned Materials promptly after the completion thereof, including the complete source code and object code of the Software therein. LS&Co. hereby grants to Supplier during the Term and Termination Assistance Period a global, fully-paid up, non-exclusive, non-transferable license to Use the Commissioned Materials solely to provide the Services. Supplier may permit Supplier Agents to Use the Commissioned Materials solely to provide those Services that such Supplier Agents are responsible for providing.

12.6 LS&Co.-Owned Materials. Supplier hereby does, and shall cause all Supplier Agents to, irrevocably and unconditionally assign to LS&Co. upon creation without further consideration all right, title, and interest in any LS&Co. Derivative Works, Commissioned Materials, and Work Product and any Derivative Works of the foregoing (collectively, “LS&Co.-Owned Materials”), and all Intellectual Property Rights therein. If any Intellectual Property Rights, including artists’ rights and moral rights, in LS&Co.-Owned Materials, cannot (as a matter of law) be assigned by Supplier or Supplier Agents to LS&Co. as provided above, then: (a) Supplier unconditionally and irrevocably does, and shall cause all Supplier Agents to, waive the enforcement of such rights and all claims and causes of action of any kind against LS&Co. with respect to such rights; and (b) to the extent Supplier or Supplier Agents cannot (as a matter of law) make such waiver, Supplier unconditionally grants, and shall cause all Supplier Agents to grant, to LS&Co. an exclusive (without reservation), perpetual, irrevocable, worldwide, fully-paid, royalty-free, transferable license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights: (i) to reproduce, create Derivative Works of, distribute, publicly perform, publicly display, and digitally perform, and otherwise use and exploit the LS&Co.-Owned Materials in any medium or format, whether now known or hereafter discovered; (ii) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from such Derivative Works; and (iii) to exercise any and all other present or future rights not yet known in the LS&Co.-Owned Materials. Supplier shall not include any of Supplier’s Background Technology in any LS&Co.-Owned Materials unless: (x) Supplier identifies such Background Technology to LS&Co. in advance and in writing; and (y) LS&Co. agrees to such inclusion. Notwithstanding the foregoing, to the extent that Supplier embeds any of Supplier’s Background Technology into any LS&Co.-Owned Materials, Supplier hereby grants to LS&Co. a global, perpetual, irrevocable, fully-paid, royalty-free, non-exclusive, sublicensable license to exercise all Intellectual Property Rights in any of Supplier’s Background Technology included in any LS&Co.-Owned Materials. Supplier hereby assigns, and shall cause all Supplier Agents to assign, to LS&Co. any and all claims, past, present, or future, of any nature whatsoever, Supplier or Supplier Agents may have for infringement, misappropriation, or violation of any Intellectual Property Right assigned to LS&Co. pursuant to this Agreement.

12.7 Further Assurances. Supplier shall, and shall cause all Supplier employees, Supplier Agents and employees and contractors of Supplier Agents (in each case, whether former or current) to: (a) cooperate with and assist LS&Co. and its designees, both during and after the Term, in perfecting,

16.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

maintaining, and enforcing LS&Co.’s or its designees’ rights in all right, title, and interest in any LS&Co.-Owned Materials, including all Intellectual Property Rights thereto; and (b) execute and deliver to LS&Co. any documents or take any other actions as may reasonably be necessary, or as LS&Co. may reasonably request, to perfect, maintain, protect, or enforce LS&Co.’s or its designees’ rights in such materials or otherwise carry out the purpose of this Article 12.

12.8 LS&Co. Marks. Supplier recognizes the validity of all trademarks, service marks, trade names, logos and other indicia of LS&Co. and its Affiliates (and any and all intellectual property rights therein) (collectively, the “LS&Co. Marks”), and the ownership thereof by LS&Co. or the applicable Affiliate, and shall not at any time take any action or fail to act such that the validity of the LS&Co. Marks or LS&Co.’s or any Affiliate’s ownership thereof is called into question. Supplier shall not place any of the LS&Co. Marks on materials developed or produced by Supplier, except with respect to materials delivered solely to LS&Co., without the prior consent of the LS&Co. Governance Executive. Any such use of the LS&Co. Marks shall be limited to the specific consent granted by the LS&Co. Governance Executive hereunder, and shall not be deemed or considered the grant of a license to use such LS&Co. Marks in any other manner or for any other purpose whatsoever. Supplier shall not claim to own or acquire any right, title or interest in any of the LS&Co. Marks or other forms of intellectual property belonging to LS&Co., and all uses of the LS&Co. Marks shall inure to the benefit of LS&Co. Supplier shall immediately discontinue all use of the LS&Co. Marks upon the End Date, and shall not thereafter make any further use thereof. Supplier shall not register or attempt to register the LS&Co. Marks or any other trademark that may be confusingly similar to the LS&Co. Marks. Supplier shall not dispute or contest the validity, enforceability or ownership of the LS&Co. Marks and shall notify LS&Co. promptly of any attempt by any unauthorized person to use the LS&Co. Marks of which Supplier becomes aware.

13. DATA.

13.1 Correction and Reconstruction. Supplier shall, at its cost and expense, promptly correct any errors or inaccuracies in the reports and other deliverables provided to LS&Co. under this Agreement. Supplier shall, at its cost and expense: (a) develop and maintain procedures for the reconstruction of lost, corrupted, altered or destroyed LS&Co. Data; (b) promptly notify LS&Co. of any errors in, or destruction, loss, or accidental, unauthorized or unlawful alteration of, any LS&Co. Data caused by Supplier or Supplier Agents; (c) promptly correct errors in, or destruction, loss or alteration of, any LS&Co. Data caused by Supplier or Supplier Agents (including correcting or reconstructing such LS&Co. Data); provided that Supplier’s obligation shall be limited to the extent that LS&Co. would have, in the ordinary course of business, reasonably incurred the cost of comparable internal and external resources to correct and/or reconstruct such LS&Co. Data taking into account all the relevant facts and circumstances (including the LS&Co. Data at issue and the potential to complete the correction and/or reconstruction of that LS&Co. Data (for example, the extent to which the applicable LS&Co. Data is captured in transaction logs, offline formats or in the memory of LS&Co. personnel)). At LS&Co.’s request and expense, Supplier shall promptly correct, to the extent possible in light of all the facts and circumstances, any errors in, or destruction, loss, or accidental, unauthorized or unlawful alteration of, LS&Co. Data caused by LS&Co or LS&Co. Agents.

13.2 Provision of Data. Upon request by LS&Co. for any reason and at any time during the Term and Termination Assistance Period, Supplier shall: (a) promptly provide to LS&Co., in the format and on the media requested by LS&Co., all or any part of LS&Co. Data; and (b) erase or destroy all or any part of LS&Co. Data in Supplier’s possession, in each case to the extent so requested by LS&Co. Any archival tapes containing LS&Co. Data shall be used by Supplier and Supplier Agents solely for back-up purposes. Supplier shall not withhold any LS&Co. Data for any reason, including as a means of resolving any dispute.

17.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

13.3 Data Privacy. Supplier shall comply with all applicable Data Protection Laws. To the extent necessary to comply with any Data Protection Laws, the Parties shall, or as appropriate cause their respective Affiliates to, execute a data privacy agreement substantially in the form required by LS&Co. and to make such amendments to such agreement as may be required under applicable Data Protection Laws from time-to-time. Supplier shall: (a) not do, or omit to do, anything that would cause, or may reasonably be expected to cause LS&Co. to breach any Data Protection Laws; (b) only process LS&Co. Personal Data as necessary to perform its obligations under this Agreement and as specifically permitted by this Agreement, or as otherwise expressly instructed by LS&Co.; (c) comply with all instructions of LS&Co. related to the processing of LS&Co. Personal Data; and (d) process LS&Co. Personal Data at the Service Locations specified in Exhibit 7 for such Processing and not transfer LS&Co. Personal Data across country borders unless expressly authorized by LS&Co. and with respect to the LS&Co. Personal Data collected within the European Economic Area (“EEA”) or otherwise subject to the Data Protection Laws in the EEA, only in accordance with Section 13.8.

13.4 Processing of Personal Data. Where, in performing obligations under this Agreement, Supplier processes LS&Co. Personal Data on behalf of LS&Co., Supplier shall: (a) not disclose such LS&Co. Personal Data to any person unless LS&Co. has given its prior consent to such disclosure; (b) promptly notify LS&Co. if it receives any request from an individual (being also identified as a “Data Subject”) to have access to, or rectification of, LS&Co. Personal Data or any request not to receive marketing material or any objection or complaint in respect of its data processing activities and at its own cost provide such assistance as may reasonably be requested including providing LS&Co. with a copy of any LS&Co. Personal Data processed in relation to the requesting individual; (c) promptly deal with inquiries from LS&Co. in relation to the processing of LS&Co. Personal Data; (d) restrict access to LS&Co. Personal Data to only those Supplier Staff who have a need to know for the purposes of providing the Services, and take all reasonable steps to ensure the reliability of Supplier Staff that will or may have access to LS&Co. Personal Data; and (e) permit LS&Co. to inspect any of the Supplier’s facilities (excluding portions of shared facilities occupied by other customers of Supplier, to the extent that LS&Co. access would jeopardize or infringe privacy rights of such other customers) where any LS&Co. Personal Data is held or processed, to enable LS&Co. to assess whether or not the Supplier is complying with its obligations with respect to LS&Co. Personal Data under this Agreement and the Data Protection Laws.

13.5 Data Security. Supplier shall establish, implement and maintain appropriate technical, administrative, physical and organizational security measures and controls, and other safeguards to ensure against the unauthorized or unlawful processing of any LS&Co. Personal Data and the accidental or unauthorized destruction, loss, alteration, disclosure, unavailability or access to LS&Co. Data in the possession of or under the control of Supplier and during the electronic transmission, storage, and shipping thereof, that comply with the applicable LS&Co. Policies and Data Protection Laws and that are at least equal to the highest of the following: (a) industry standards for security management, including ISO 27001 (Information technology — Security techniques — Information security management systems — Requirements), ISO 27002 (Information technology — Security techniques — Code of practice for information security management) and payment card industry (“PCI”) standards applicable to providers of services the same as or similar to the Services and the Service Locations; and (b) any higher standard required by Law. Supplier shall implement such technical, administrative, physical and organizational security controls, and other such safeguards prior to Supplier’s provision of a Service or part of a Service.

18.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Supplier shall notify LS&Co. prior to any change that is made with respect to such technical, administrative, physical and organizational security controls, and other such safeguards.

13.6 Breach or Potential Breach; Notification Requirements. In the event Supplier or Supplier Agents discovers or is notified of a breach or potential breach of security relating to LS&Co. Data or any breach or potential breach of this Article 13 or any Data Protection Laws, Supplier shall (a) immediately notify the LS&Co. Governance Executive of such breach or potential breach (including providing the LS&Co. Governance Executive with an initial security risk assessment); (b) investigate such breach or potential breach and prepare a report of the breach or potential breach and corrective action taken; (c) coordinate with LS&Co. with respect to any communication of such breach or potential breach; (d) take such steps as are deemed necessary by LS&Co. to protect those individuals and/or Data Subjects affected or potentially affected by the breach or potential breach, whether due to actual or potential fraud, identity theft or otherwise; (e) provide full, prompt and good-faith cooperation as requested by LS&Co. in investigating and addressing any such breach or potential breach, including making available personnel with sufficient knowledge to work with LS&Co. to resolve any breach or potential breach and determine the scope of the breach or potential breach; and (f) in the case of an actual breach remediate the effects of the breach. In the event of a breach attributable to an act or omission of Supplier, as part of such remediation, Supplier shall: (w) pay all cost and expense of LS&Co.’s compliance with any of LS&Co.’s notification obligations, including LS&Co.’s compliance with Laws relating to the notification of individuals and entities who information may have been disclosed in connection with the breach, as well as the costs of credit monitoring services for affected individuals; (x) provide LS&Co. with a root cause analysis on the breach; (y) provide LS&Co. with a corrective action plan acceptable to LS&Co.; and (z) provide LS&Co. with assurance satisfactory to LS&Co. that such breach shall not recur. If any security breach or a breach of this Article 13 or of any Data Protection Laws requires LS&Co. to make a disclosure to any third party, LS&Co. shall be solely responsible for making that disclosure and Supplier and Supplier Agents shall cooperate with LS&Co. in formulating the disclosure. Supplier and Supplier Agents shall not make any disclosure regarding a security breach, a breach of this Article 13 or of any Data Protection Laws without LS&Co.’s prior consent, which may be withheld at LS&Co.’s sole discretion. Supplier shall promptly provide to LS&Co. any information or records that are requested by any Governmental Authority or otherwise required to answer any inquiries from any Governmental Authority.

13.7 Protection of LS&Co. Data. Supplier shall develop and, subject to LS&Co.’s prior approval, implement policies to: (a) segregate all LS&Co. Data from that of any other Supplier client; and (b) restrict access to LS&Co. Data so that Supplier Agents providing services to any business that is competitive with LS&Co. do not have access to LS&Co. Confidential Information.

13.8 Overseas transfers of LS&Co. Personal Data. Supplier may only transfer LS&Co. Personal Data processed in circumstances where EEA Data Protection Laws apply to a country outside the EEA with the specific and prior written agreement of LS&Co. Where such LS&Co. Personal Data is transferred outside the EEA, the Parties agree that the transfer of such data shall be in accordance with the standard contractual clauses for the transfer of Personal Data to data processors established in third countries (Commission Decision 2010/87/EU) (the “Data Protection Model Clauses”). In order to give effect to this Section 13.8, Supplier agrees to enter into the Data Protection Model Clauses in complete and un-amended form (except with respect to the completion of required content and non-substantive adjustments to give meaning to required content) with each relevant EEA-based LS&Co. Affiliate as LS&Co. may specify, and that each executed version of the Data Protection Model Clauses shall form part of this Agreement.

19.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

13.9 Supplier Agents. Supplier shall procure that Supplier Agents contractually agree in writing to comply with obligations in relation to the processing of LS&Co. Personal Data which are equivalent to those set out in this Article 13. For the avoidance of doubt, this shall include an obligation on the Supplier to procure that each such Supplier Agent signs up to the Data Protection Model Clauses in accordance with Section 13.8, where required by LS&Co.

14. CONTINUED PROVISION OF SERVICES.

14.1 Disaster Recovery Plan. Without limiting Supplier’s other obligations and responsibilities in this Agreement, Supplier shall develop, for LS&Co.’s review and approval, advanced arrangements and procedures to respond to an event or occurrence that could suspend, delay, inhibit or prevent performance of the Services, which arrangements and procedures, at a minimum, address the requirements specified in Exhibit 17 (a “Disaster Recovery Plan”) for each Service Location. Supplier shall implement each such plan in accordance with the requirements in this Agreement and the applicable Disaster Recovery Plan. Notwithstanding the foregoing, Supplier shall be responsible for all disaster recovery activities at all of the Service Locations as of the Applicable Commencement Date. Subject to the terms of the applicable Disaster Recovery Plan and Statement of Work, Supplier’s disaster recovery obligations with respect to each Service Location shall be to use its best efforts to ensure that in the event of a disaster the Services continue unaffected, including any dependencies the Services may have on Supplier Agents and in accordance with the applicable Service Levels. Supplier shall: (a) continuously review and update each Disaster Recovery Plan, including as required to reflect any New Services, Changes or changes to the manner of performance or delivery of the Services, and provide LS&Co. with updated versions promptly upon any change. Supplier shall consult LS&Co. regarding updates to a Disaster Recovery Plan and shall not make any changes without obtaining the consent of LS&Co.; (b) test (and re-test as necessary) the operability of the Disaster Recovery Plan; (c) permit LS&Co., at its own expense, to observe any test or re-test of the operability of each Disaster Recovery Plan; (d) provide LS&Co. with any reports relating to any test or re-test of the operability of each Disaster Recovery Plan; and (e) certify to LS&Co. at least twice during every 12-month period that each Disaster Recovery Plan is fully operational. Supplier shall immediately notify LS&Co. of any disaster and implement the Disaster Recovery Plan upon the occurrence of a disaster. In the event of a disaster, Supplier shall not increase the Charges or charge LS&Co. usage or other variable fees. In the event of uncertainty or a dispute regarding whether an event constitutes a disaster under the Disaster Recovery Plan, LS&Co. shall be entitled to determine in its reasonable discretion whether such event constitutes a disaster and such determination shall be binding on Supplier. Supplier must provide, at LS&Co.’s request, evidence of Supplier’s capability to meet any Regulatory Requirements concerning business continuity. In addition, Supplier consents to LS&Co. providing any third party with access to a Disaster Recovery Plan to enable that third party to audit the Disaster Recovery Plan in accordance with the audit rights in any agreement between LS&Co. and that third party. Supplier shall consult and cooperate with LS&Co. and assist LS&Co. in its development and refinement of LS&Co.’s Disaster Recovery Plans and take all steps necessary to ensure that such Disaster Recovery Plans and Supplier’s Disaster Recovery Plans are compatible with each other, responsive to the changes in the Services and compliant with all Regulatory Requirements. Supplier shall participate to the extent required by LS&Co. in the implementation of LS&Co.’s Disaster Recovery Plans, cooperate with and participate in LS&Co.’s tests of its Disaster Recovery Plans and consult with LS&Co. and provide reasonable assistance to LS&Co. in connection with LS&Co.’s efforts to continually update and improve LS&Co.’s Disaster Recovery Plans.

20.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

14.2 Force Majeure. If and to the extent that a Party’s performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or a similar cause beyond the reasonable control of such Party (but specifically excluding labor and union-related activities with respect to Supplier’s or Supplier Agents’ workforces, failures of Supplier Agents, and inability to obtain supplies) (each, a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions undertaken by the Party claiming a Force Majeure Event, then such Party shall be excused for such non-performance, hindrance or delay of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use all reasonable efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans and other means. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event shall immediately notify the other Party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. The occurrence of a Force Majeure Event does not excuse, limit or otherwise affect Supplier’s obligation to provide either normal recovery procedures or any other disaster recovery services described in Section 14.1. Supplier shall not have the right to any additional payments from LS&Co. as a result of its efforts to provide Services during a Force Majeure Event.

14.3 Alternate Source. If the performance of all or a portion of the Services is prevented, hindered or delayed for more than 24 hours in the case of critical Services, or more than 2 calendar days in the case of all other Services, LS&Co. may procure the affected Services from an alternate source and LS&Co. shall not be required to pay the Charges associated with such Services during the period of any such nonperformance. If the performance of all or a portion of the Services is prevented, hindered or delayed for more than 15 calendar days, LS&Co., at its sole discretion, may: (a) terminate any portion of the Agreement affected by the nonperformance, hindrance or delay; or (b) terminate the entire Agreement, in each case as of the date specified by LS&Co. in a notice of termination to Supplier at least 5 calendar days prior to the termination and without payment of any Termination Charge.

14.4 Allocation of Resources. Whenever a Force Majeure Event or a disaster causes Supplier to allocate limited resources between or among Supplier’s customers, Supplier shall not provide to any other customers of Supplier priority over LS&Co. Supplier shall not redeploy or reassign any Key Supplier Personnel to another account in the event of a Force Majeure Event.

14.5 Step-in Rights. In the event (a) of a material disruption to a Service (including a disruption arising out of a Force Majeure Event), (b) of repeated Service performance failures (provided that LS&Co gives notice to Supplier of such repeated Service performance failures and LS&Co.’s intent to exercise its step in rights and provides Supplier with a reasonable period, not to exceed 30 days, to cure such Service performance failures) or (c) LS&Co. is directed, or required, by a Law or Governmental Authority to step in, LS&Co. may, in each case, step in and supervise or perform, or designate an LS&Co. Agent to step in and supervise or perform, Supplier’s performance of the impacted Services, until such time that Supplier can demonstrate the ability to resume the performance of such Services (the date LS&Co. steps-in, the “Step-In Date”). Supplier shall be liable for LS&Co.’s costs and expenses incurred as a result of exercising its rights under this Section. LS&Co.’s exercise of its rights under this Section shall not constitute a waiver by LS&Co. of any rights it may have (including LS&Co.’s rights to terminate this Agreement) before, on or after the Step-In Date. Supplier shall cooperate with LS&Co. in respect of such step-in including by providing access to Software, Equipment and Service Locations and any other assistance and information requested by LS&Co., including by providing LS&Co. space at the Supplier Service Locations. In the event LS&Co. exercises its right to terminate this Agreement in whole or in part in connection with the events giving rise to a step-in, LS&Co. may initiate or continue to exercise its step-in rights during the Termination Assistance Period. If LS&Co. exercised its step-in rights, LS&Co. may elect to cease exercising its right to step-in at any time by giving notice to Supplier

21.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

(“Step-Out Notice”). Within 3 business days after the Step-In Date, Supplier shall develop a plan to demonstrate to LS&Co. how it shall resume the proper performance of the applicable Services (“Step-Out Plan”), and shall provide such Step-Out Plan to LS&Co. for approval. Approval by LS&Co. of the Step-Out Plan shall not constitute a waiver by LS&Co. of any rights it may have if Supplier is unable to perform any of its obligations in accordance with the terms of this Agreement after the Step-Out Date. The Step-Out Plan and delivery of the Services shall remain Supplier’s responsibility. Following receipt and review of any Step-Out Plan, LS&Co. shall either (a) confirm the date for resumption of the affected Services by Supplier as being the date set out in the Step-Out Notice or (b) revise the date to reflect the time to implement the Step-Out Plan and the state of readiness of Supplier; which date shall be no later than 30 days after the resumption of the Services by Supplier. The date notified by LS&Co. under clause (a) or clause (b) shall be the “Step-Out Date”. Once LS&Co. has notified Supplier of a Step-Out Date, Supplier shall devote all necessary resources to implement the Step-Out Plan such that delivery of the affected Services by Supplier is restored to the Service Levels, and that the affected Services are delivered in accordance with all other provisions of this Agreement and the applicable Statements of Work, from the Step-Out Date. During any step-in period, the Parties shall meet at least weekly to discuss progress toward remedying the event which gave rise to exercise of the step-in right, including deciding whether or not Supplier can resume performance of the affected Services. By exercising its right to step-in LS&Co. shall not, and shall not be deemed to, assume any obligation to resolve the event giving rise to its right to step-in or relieve Supplier of any obligation or liability in relation to that event or relieve Supplier of any of its other obligations or liabilities under this Agreement and any applicable Statements of Work.

15. PAYMENTS.

15.1 Charges. In consideration of Supplier providing the Services, LS&Co. shall pay to Supplier the Charges as specified in this Agreement. Except as expressly set forth in this Agreement, there shall be no charges or fees payable by LS&Co. in respect of Supplier’s performance of its obligations pursuant to this Agreement. Periodic Charges under this Agreement are to be computed on a calendar month basis, and shall be prorated for any partial month.

15.2 Invoices. For each month after the first Commencement Date, Supplier shall invoice LS&Co. for the Charges applicable to the Services provided during such month. Supplier’s monthly invoices shall: (a) be provided within 10 days after the last day of the month; (b) be in a form and format requested by LS&Co.; and (c) contain detailed information regarding the Charges as is requested by LS&Co., including information necessary to determine the accuracy of the Charges in each such invoice.

15.3 Timeliness of Invoices. Supplier shall invoice all Charges within 90 days after the month in which the Services were rendered or the expense incurred. If Supplier fails to invoice such Charges within 90 days LS&Co. shall be under no obligation to pay and Supplier shall waive any right it may have to invoice for and collect such Charges.

15.4 Payment. Subject to Section 15.5, the Charges for a month shall be due and payable to Supplier within [****]* days after the date LS&Co. receives Supplier’s invoice. Nothing in this Agreement shall prevent Supplier from assigning the receivables due to Supplier in accordance with the terms and conditions in this Agreement; provided that the assignee shall obtain no right or cause of action under this Agreement and LS&Co. shall be under no obligation to deal with or respond to the assignee of such receivables, and provided further that, LS&Co. shall only be obligated to make a single payment in accordance with, and subject to, the terms and conditions of this Agreement and shall not be required to make separate payments to Supplier with respect to any invoice or invoiced amounts.

22.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

15.5 Fee Disputes. LS&Co. may withhold invoiced amounts that LS&Co. disputes in good faith, until such dispute is resolved in accordance with the terms of this Agreement, whereupon Supplier shall promptly implement the resolution of that dispute. LS&Co. shall notify Supplier of all such disputes by the date payment under such invoice would otherwise be due. In the event that the amount of disputed payments withheld by LS&Co. pursuant to this Section 15.5 exceeds an amount equal to 3 months of the Base Charges, LS&Co. shall pay such excess amounts into an escrow account. Upon resolution of the applicable dispute, the prevailing party in such dispute shall receive the sum of money subject to the dispute from the escrow agent.

15.6 Unanticipated Changes. In the event of a significant and unanticipated change in technology or business processes during the Term materially reduces Supplier’s cost of providing the Services, Supplier will reduce the Charges by an amount that reflects such reduction.

15.7 Due Diligence. Supplier hereby acknowledges and agrees that LS&Co. has delivered or made available to Supplier all information and documents Supplier has deemed necessary for Supplier to commit to its obligations under this Agreement in accordance with its terms. Supplier shall not be relieved of any of its obligations under this Agreement, or alter, increase or add any fees or charges related to this Agreement, as a result of its failure to review the foregoing information and documents or any documents referred to therein or its failure to request any information or documents from LS&Co.

15.8 No Other Charges. Except as otherwise expressly set forth in Exhibit 4, or elsewhere in this Agreement, all costs and expenses relating to Supplier’s performance of the Services (including all costs and expenses related to the acquisition, maintenance and enhancement of Software and Equipment, travel and lodging, document reproduction and shipping, computers and office equipment used by Supplier Staff, and all telephone charges) are included in the Charges and shall not be charged to or reimbursed by LS&Co. Except as expressly provided in Exhibit 4, there shall be no periodic adjustments to the Charges during the Term (e.g., cost-of-living increases or inflation indexes).

15.9 No Payment for Unperformed Services. If Supplier fails to provide any Services, the Charges shall be adjusted in a manner such that LS&Co. is not responsible for the payment of any Charges for Services that Supplier fails to provide.

15.10 Local Country Agreements. Where required, in LS&Co.’s judgment, under applicable local Law to fulfill the obligations of the Parties under this Agreement, each Party shall cause the applicable Supplier or Supplier Affiliate entity and the applicable LS&Co. or LS&Co. Affiliate entity to enter into a local country addendum in the form set forth in Exhibit 16 (a “Local Country Agreement”). Notwithstanding the foregoing, each of the Parties shall instruct their respective Affiliates receiving or providing Services in such countries to comply with the applicable terms of this Agreement. With respect to each Local Country Agreement, unless otherwise provided in such Local Country Agreement, Supplier shall be fully responsible and liable for all obligations of itself or any Supplier Affiliate or Supplier Agent, as may be applicable. LS&Co. shall have the right to enforce this Agreement (including the terms of all Local Country Agreements) on behalf of each LS&Co. Affiliate that enters into a Local Country Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including monetary damages) of each such LS&Co. Affiliate, to the same extent as if LS&Co. were such LS&Co. Affiliate, subject to the provisions of Article 27. Supplier shall have the right to enforce this Agreement (including the terms of all Local Country Agreements) on behalf of each Affiliate that enters into a Local Country Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including monetary damages) of each such Affiliate hereunder, to the same extent as if Supplier were such Affiliate, subject to the provisions of Article 27. Notwithstanding anything to the contrary in any Local Country Agreement, it is the intention of the Parties that any and all disputes arising under or relating to any Local Country Agreement shall be subject to the provisions of Article 22.

23.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

16. TAXES.

16.1 Taxes. LS&Co. and Supplier shall each bear sole responsibility for: (a) its own Income Taxes; (b) all taxes, assessments and other real property-related levies on its respective owned or leased real property; and (c) any sales, use, lease, service, value-added, excise, consumption, stamp duty, goods and services, transfer, or other similar tax, duty or surcharge that is assessed on Equipment, Software or property such Party owns or leases from a third party, or for which such Party is financially responsible under this Agreement. Supplier shall be responsible for any sales, use, lease, service, value-added, excise, consumption, stamp duty, goods and services, transfer, or other similar tax, duty or surcharge that is based upon Supplier’s cost in acquiring, using or providing any materials, supplies, facilities, or services furnished or used by Supplier or Supplier Agents in performing or furnishing the Services including all such taxes, duties and surcharges on Supplier Equipment and Supplier Software. In the event that LS&Co. is required by law to pay withholding taxes on any payment of Charges, then LS&Co. shall deduct such amounts as are necessary and pay the net amount to Supplier after such deduction for withholding taxes. Unless otherwise agreed to by LS&Co., Supplier shall provide all Software in intangible (e.g., electronic) form with no exchange of tangible personal property, and, at LS&Co.’s request, shall provide a certification of compliance with the foregoing requirement.

16.2 Certain Service Taxes. Supplier represents and warrants that, to the best of its knowledge, no sales, use, lease, service, value-added, excise, consumption, stamp duty, goods and services, transfer, or other similar tax, duty or surcharge are applicable to the Charges (collectively, “Service Tax”) in any jurisdiction as of the Effective Date. If at any time on or after the Effective Date, a Service Tax is imposed in any jurisdiction, Supplier shall, in consultation with and subject to LS&Co. approval, take all reasonable steps to mitigate the impact of such Service Tax (including, potentially, providing applicable tax credits to LS&Co. and submitting necessary tax certification forms). If the impact of such Service Tax cannot be fully mitigated, Supplier shall: (a) agree to bear such Service Tax; or (b) negotiate and implement a mutually agreed upon equitable reduction to the applicable Charges. In the event that Supplier does not agree to bear such Service Tax or the Parties cannot agree upon an equitable reduction to the applicable Charges within a reasonable time period, in any case not to exceed 30 days, LS&Co. may: (y) agree to bear such Service Tax; or (z) elect to terminate this Agreement, any Statement of Work or the affected Service in whole or in part as of the date specified by LS&Co. in its notice of termination and without payment of any Termination Charges. If LS&Co. agrees to bear such Service Tax then Supplier shall (subject to the provision of an exemption certificate by LS&Co.) collect and remit such Service Tax legally chargeable to LS&Co. under applicable Law and LS&Co. shall be financially responsible for such Service Tax; provided that Supplier does all things, including providing tax invoices and other documentation, that may be necessary or desirable to enable or assist LS&Co. in claiming any input tax credit, adjustment or refund in relation to any amount of such Service Tax.

16.3 Relocation of Services. Any taxes assessed on the provision of the Services for a particular site resulting from Supplier’s relocating or rerouting the delivery of Services for Supplier’s convenience to, from or through a location other than the Service Location used to provide the Services as of the Effective Date shall be paid by Supplier.

16.4 Segregation of Charges. Supplier shall segregate the Charges into the following separate payment streams on a country-by-country basis: (a) those for taxable Services; (b) those for nontaxable Services; (c) those that relate to a capital expenditure versus an expense; (d) those for which a Service

24.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Tax has already been paid; and (e) those for which Supplier functions merely as a paying agent for LS&Co. in receiving goods, supplies or services (including leasing and licensing arrangements) that otherwise are nontaxable or have previously been subject to tax. In addition, LS&Co. and Supplier shall cooperate to more accurately determine a Party’s tax liability and to minimize such liability, to the extent legally permissible. Each Party shall provide and make available to the other Party any resale certificates, information regarding out-of-state sales or use of equipment, materials or services, and any other exemption certificates or information requested by a Party.

17. BENCHMARKING.

17.1 Benchmarking Process. LS&Co. may in its sole discretion instruct the Benchmarker to conduct the Benchmarking Process at a time and with regard to any Service Category or combination of Service Categories; except that LS&Co. may not formally initiate a Benchmarking Process with respect to a Service Category more than once annually. As part of the Benchmarking Process, the Benchmarker shall compare the applicable fees to the fees of offerings of a like mix of volumes and types of services offered by other suppliers (including Supplier) to customers who are similarly situated to LS&Co. (“Comparable Deals”). The Benchmarker shall select a representative sample of Comparable Deals from one or more suppliers. The Benchmarker shall normalize the fees for the Comparable Deals utilizing factors suggested by the Parties and approved by the Benchmarker as part of the determination of the Benchmarking Process, which factors may include the scope and volume of the services, the service locations (including geography), the term of the agreement, service levels and the service delivery model.

17.2 Benchmarker. The Benchmarking Process shall be conducted by a Benchmarker chosen by LS&Co. from the list of Benchmarkers specified on Exhibit 11, and LS&Co. shall pay the fees charged by the Benchmarker to conduct the Benchmarking Process. If the Benchmarkers are no longer providing the services required to conduct the Benchmarking Process or are otherwise unavailable at the time LS&Co. elects to conduct the Benchmarking Process, the Parties shall promptly designate a replacement Benchmarker. If the Parties do not agree within 15 days on a replacement Benchmarker, LS&Co. shall designate the Benchmarker in its sole discretion, provided that such Benchmarker shall not be a Supplier Competitor. Supplier shall at its expense cooperate with and assist the Benchmarker and any other third parties involved in the Benchmarking Process, including providing data relating to the provision of the Services, as requested by LS&Co. or the Benchmarker. For clarity, Supplier shall not be required to provide data that reveals its cost to provide the Services in connection with the Benchmark Process except in the case of Pass-Through Expenses.

17.3 Benchmark Results Review. LS&Co. and Supplier shall review the Benchmark Results during the Benchmark Review Period. If either Party has reason to believe that the Benchmarker’s report contains material errors (each, a “Claimed Error”), such Party shall notify the Benchmarker during the Benchmark Review Period of such Claimed Error and shall provide any documentation and information necessary to support the Claimed Error and shall copy the other Party on all such correspondence. The Benchmarker shall review any Claimed Error and meet with the Parties for a time period determined by the Benchmarker to resolve the Claimed Error and make corresponding adjustments to the Benchmarker’s findings, if any, prior to issuing the final benchmarking report (“Benchmarking Report”). If either Party determines that any Claimed Error is not likely to be resolved through additional consultation with the Benchmarker, at such Party’s request, the Claimed Error will be resolved through the alternative dispute resolution process described in Section 17.5 and the resolution of the Claimed Error as set forth in the final report of CPR shall be incorporated into the Benchmarking Report and shall be binding on the Parties.

25.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

17.4 Adjustments. If any Charges paid by LS&Co. to Supplier with respect to a Service Category that is subject to the Benchmark Process are higher than the market price established by the Benchmarker in the Benchmark Results for such Service Category (or, to the extent a market price is not established in the Benchmark Results, the average price of all the pricing results provided by the Benchmarker in the Benchmark Results), Supplier shall then prospectively reduce the Charges in a manner that eliminates such variance. In the event that any Charges paid by LS&Co. to Supplier are more than 10% higher than the pricing contained in the Benchmark Results, Supplier shall reimburse LS&Co. for the cost of the applicable benchmarking. In no event will Supplier increase the Charges as a result of any benchmarking.

17.5 Benchmarking Disputes. If the Parties fail to agree on a replacement Benchmarker in accordance with Section 17.2, or fail to agree to the Benchmarking Process within 30 days after LS&Co. notifies Supplier that it intends to initiate the Benchmarking Process, or if either Party disputes the Benchmark Results, the Parties shall immediately escalate the disputed issues (“Issues”) via the dispute resolution process set forth in Section 22.1; provided that if any unresolved Issues remain after each Party has considered the Issues in accordance with Section 22.1(c), then either Party may submit such Issues to the International Institute for Conflict Prevention & Resolution (www.cpradr.org, “CPR”) and such Issues shall be finally resolved by arbitration in accordance with the CPR Rules for Non-Administered Arbitration by three independent and impartial arbitrators, of whom each Party shall designate one in accordance with the ‘screened’ appointment procedure provided in CPR Rule 5.4. The Parties shall use all reasonable efforts to resolve the Issues within 30 days after their submission to arbitration under this Section 17.5 and the decision of the arbitrators with respect to such Issues shall be binding on the Parties. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq. and judgment upon the decision rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be San Francisco, California. If a Party fails to participate in the dispute resolution procedures described in Article 22, the other Party can commence arbitration prior to the expiration of the time periods set forth in Article 22.

18. AUDITS.

18.1 Services. Upon reasonable notice from LS&Co., Supplier and Supplier Agents shall promptly provide LS&Co., LS&Co. Agents (including any external auditors of LS&Co., any internal LS&Co. Agents responsible for evaluating compliance, and any trustees, administrative agents, paying agents, and banks responsible for monitoring or managing LS&Co.’s compliance with its debt and other covenants), and any of LS&Co.’s regulators (collectively, “Auditors”) with: (a) access to any facilities, personnel and information technology systems under Supplier or Supplier Agents’ control; and (b) any assistance and information the Auditors may require, in each case for the purpose of performing audits or inspections of the Services, the Service Locations, the Systems, and the business of LS&Co. relating to the Services (including to verify performance of the Services, the Charges, the use of LS&Co. resources, and regulatory compliance). If any audit by an Auditor designated by LS&Co., a LS&Co. Agent or a regulatory authority results in Supplier being notified that Supplier or Supplier Agents are not in compliance with any Law, this Agreement, or audit requirement, Supplier shall, and shall cause Supplier Agents to, promptly take actions to comply with this Agreement or such Law, or audit requirement. Supplier shall provide Auditors with such assistance as is requested by the Auditors or LS&Co.; except that to the extent that such assistance would require that Supplier increase, in a material manner, the Supplier Staff beyond that which is ordinarily used by Supplier to provide the Services, then Supplier may, in accordance with the Contract Change Process, request that LS&Co. pay the incremental costs related to such material increase.

26.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

18.2 Fee Records. Upon notice from LS&Co., Supplier shall promptly provide LS&Co. and Auditors with access to such financial records and supporting documentation as may be requested by LS&Co., and LS&Co. or Auditors may audit the Charges to determine if such Charges are accurate and in accordance with this Agreement. If any such audit reveals that Supplier has overcharged LS&Co., LS&Co. shall notify Supplier of the amount of such overcharge and Supplier shall promptly pay to LS&Co. the amount of the overcharge, plus Interest calculated from the date of receipt by Supplier of the overcharged amount until the date of payment to LS&Co. If any such audit reveals an overcharge to LS&Co. of an amount equal to 5% of the Charges associated with the audited Services for the audited period, Supplier shall reimburse LS&Co. for the cost of such audit.

18.3 Service Auditor’s Report; Certain Audits.

(a) Supplier shall, at LS&Co.’s expense, provide non-qualified Type II service organization control (“SOC”) 1 and SOC 2 service auditor’s report or reports: (a) prepared by an independent third party and internationally recognized auditor; (b) prepared in accordance with the Service Audit Standards of the internal controls for financial, security, availability, process, integrity, confidentiality and privacy; and (c) covering the Systems in use at any time during the audit period in each Service Location (the “SOC Reports”). Each SOC Report shall be provided by no later than November 1 to LS&Co. and its Auditors for review and comment and shall cover a testing period from September 1 to August 31 of each calendar year. Each SOC Report shall include such matters as are requested by LS&Co. LS&Co. shall review and approve the scope of each SOC Report prior to the start of the audit. Supplier shall consult with LS&Co. regarding the inclusion of appropriate LS&Co.-specific transactions to be sampled in connection with the preparation of the SOC Reports in order to ensure that such reports shall meet LS&Co.’s requirements. Each such SOC Report shall be designed and conducted to facilitate periodic compliance reporting by LS&Co. under the Regulatory Requirements, Sarbanes-Oxley and PCI Standards (to the extent that the PCI Standards are applicable to the Services provided by Supplier). Supplier shall provide LS&Co. within 30 days of a request from LS&Co., a written statement by an officer of Supplier that there has been no change in the internal controls or the successful operation of such controls and systems since the date of the most recent SOC Reports.

(b) Without limiting Supplier’s obligations under Section 18.1, upon LS&Co.’s request, Supplier shall provide LS&Co. or LS&Co. Agents access to any facilities and personnel and equipment under Supplier or Supplier Agents’ control and any assistance and information LS&Co. or the Auditors may require in order to conduct an audit and test (collectively, “Test”) of the Services (including Tests at all LS&Co. Service Locations) for the purpose of determining LS&Co.’s compliance with Sarbanes-Oxley. If any Test reveals deficiencies in internal controls and procedures relating to the Services (as such deficiencies are characterized under the standards of the Public Company Accounting Oversight Board or the standards used by LS&Co. management or LS&Co.’s registered public accounting firm to evaluate LS&Co.’s internal control structure or any other applicable standards, collectively “Standards”), Supplier shall develop and submit to LS&Co. a plan to cure and remediate such deficiencies (the “Cure Plan”) within 10 business days after LS&Co.’s notice of the deficiencies and commence implementation of the Cure Plan immediately after LS&Co.’s approval of such plan, or within another time period agreed by the Parties. After Supplier has implemented the Cure Plan in accordance with this Section 18.3(b), LS&Co. may conduct additional Tests of the Services (including Tests at all LS&Co. Service Locations) to determine LS&Co.’s compliance with Sarbanes-Oxley as such compliance relates to the Services. If such Tests reveal deficiencies in internal controls and procedures relating to the Services (as such deficiencies are characterized under the Standards), which deficiencies arise from Supplier’s failure to implement a Cure Plan properly or Supplier’s failure to perform any other obligations under the Agreement, Supplier shall promptly develop a plan to remedy such deficiencies and implement such plan upon LS&Co.’s approval as soon as reasonably practicable.

27.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

(c) In addition to Supplier’s obligations under Section 18.3(b), Supplier shall correct promptly any deficiencies in internal controls and procedures relating to the Services that are identified by LS&Co. during the Term in connection with any internal control assessment, audit or similar review conducted or report prepared by LS&Co. or a LS&Co. Agent. Without limiting the generality of the preceding sentence, if at any time LS&Co. determines that any matter identified in an audit conducted pursuant to this Article 18 would: (i) be considered a significant deficiency or a material weakness in LS&Co.’s internal control structure and procedures for financial reporting (as such deficiency is characterized under the Standards); (ii) require LS&Co. to disclose the risk of non-compliance to any regulatory body; (iii) prevent LS&Co. management from evaluating and affirming to the effectiveness of its internal control structure and procedures for financial reporting pursuant to Sarbanes-Oxley; or (iv) prevent LS&Co.’s registered public accounting firm from providing an affirmative attestation opinion with respect to LS&Co.’s evaluation described in Section 18.3(c)(iii), then Supplier shall submit to LS&Co. within 10 business days after LS&Co.’s notice thereof a Cure Plan, such that LS&Co. is able to complete the management evaluation and attestation required by Sarbanes-Oxley and Supplier shall implement such plan immediately after LS&Co.’s approval of such Cure Plan, or within another time period agreed by the Parties.

18.4 Record Retention. Supplier shall retain records and supporting documentation: (a) sufficient to satisfy the requirements set forth in this Article 18; (b) as necessary to document the Services and the Charges paid or payable by LS&Co. under this Agreement, including all third party invoices with respect to Pass-Through Expenses; (c) in accordance with LS&Co.’s retention policies and procedures as in effect from time to time; (d) as required by Law; and (e) in any event for at least 7 years after the End Date (unless a shorter period is specified in LS&Co.’s retention policies and procedures).

18.5 Facilities. Supplier shall provide to LS&Co. and LS&Co. Agents, on Supplier’s premises (or, if the audit is being performed on a Supplier Agent, the Supplier Agent’s premises if necessary), space, office furnishings (including lockable cabinets), and utilities as LS&Co. or such LS&Co. Agents may reasonably require to perform the audits described in this Article 18.

18.6 General Audit Procedures.

(a) LS&Co. shall not be given access to: (i) the proprietary information of other Supplier customers; (ii) Supplier locations that are not related to LS&Co. or the Services; or (iii) Supplier’s internal costs.

(b) In performing audits, the Auditors shall use commercially reasonable efforts to avoid unnecessary disruption of Supplier’s operations and unnecessary interference with Supplier’s ability to perform the Services in accordance with the Service Levels. Where an Auditor desires to install any audit Software within Supplier’s environment, the installation and operation of such Software shall be subject to Supplier’s approval through its change management process.

(c) Following any audit, LS&Co. shall conduct (in the case of an internal audit), or request its external auditors or examiners to conduct, a conference with Supplier to review any issues identified in the audit that LS&Co. will request Supplier to remediate; provided that LS&Co. shall not be obligated to provide any information that in LS&Co.’s reasonable opinion relates to, or may relate to, a dispute between Supplier and LS&Co.

28.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

(d) In performing audits, the Auditors and their internal and external auditors, inspectors, regulators or other representatives shall comply with Supplier’s standard, reasonable physical and information security procedures and shall cause external Auditors (other than government Auditors) to execute a confidentiality agreement substantially similar to the agreement set forth on Exhibit 10 (“LS&Co. Agent NDA”). External Auditors designated by LS&Co. shall not be Supplier Competitors; provided that if a Supplier Competitor is in LS&Co.’s reasonable judgment the only entity that can perform an audit effectively with respect to a portion of the Services (e.g., because such Supplier Competitor is the only party able to assess a technology platform competently), such Supplier Competitor may perform the audit so long as such Supplier Competitor executes the LS&Co. Agent NDA.

(e) If the scope of any information revealed to LS&Co. during an audit must be limited in order to enable Supplier to adhere to its confidentiality obligations to other Supplier customers, Supplier shall notify LS&Co. of the scope of such limitation prior to the beginning of such audit and that limited portion of the audit shall be conducted by an independent third party auditor acceptable to Supplier and LS&Co. and such auditor shall conduct the audit without disclosing any confidential information of Supplier’s other customers to LS&Co. PricewaterhouseCoopers or any successor entity that serves as LS&Co.’s regular independent external auditor is conclusively presumed to be acceptable to Supplier for the purpose of this Section 18.6(e).

18.7 Supplier Audits. Within 10 days following receipt, Supplier shall make available to LS&Co. the findings of any review or audit conducted on Supplier, Supplier Affiliates or Supplier Agents (including internal and external auditors), to the extent such findings reflect conditions and events which have an impact on the Agreement or the Services.

19. CONFIDENTIALITY.

19.1 General Obligations. All Confidential Information relating to or obtained from LS&Co. or Supplier shall be protected from unauthorized use and disclosure by the receiving Party to the same extent and in at least the same manner as such Party protects its own confidential information of a similar nature (and in no event with less than reasonable care), and neither Party shall use the Confidential Information of the other Party except as necessary to provide, receive or use the Services. Neither LS&Co. nor Supplier shall disclose, publish, release, transfer or otherwise make available Confidential Information of, or obtained from, the other in any form to, or for the use or benefit of, any person or entity without the disclosing Party’s consent. Each Party shall, however, be permitted to disclose relevant aspects of the other Party’s Confidential Information to its officers, directors, agents, professional advisors, contractors (including the Benchmarker), subcontractors and employees and to the officers, directors, agents, professional advisors, contractors, subcontractors and employees of its Affiliates (collectively, “Permitted Parties”), to the extent such disclosure is not restricted under any Third Party Contract, any LS&Co. Consents or any Laws or Governmental Approvals and only to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations or the determination, preservation or exercise of its rights and remedies under this Agreement; provided that such Permitted Parties that are employees, officers, or directors of a Party are under a duty to maintain the confidentiality of such information that is no less restrictive than the obligations contained in this Article 19 and all other Permitted Parties have previously executed a written confidentiality agreement with respect to Confidential Information that imposes confidentiality obligations no less restrictive than those contained in this Article 19; and provided further that the receiving Party shall take all reasonable measures to ensure that Confidential Information of the disclosing Party is not disclosed or duplicated in contravention of the provisions of this Agreement by any of the receiving Party’s Permitted Parties The receiving Party shall be liable for any act by a Permitted Party to whom it has disclosed the disclosing

29.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Party’s Confidential Information which act constitutes a breach of the obligations under this Article 19. The obligations in this Article 19 shall not restrict any disclosure as required by any Law (provided that the recipient shall give prompt notice to the disclosing Party of such requirement and cooperate, upon the disclosing Party’s request, in obtaining a protective order with respect to such information).

19.2 Unauthorized Acts. Without limiting a Party’s rights with respect to a breach of this Article 19, each Party shall: (a) promptly notify the other Party of any unauthorized possession, use or knowledge, or attempt thereof, of the other Party’s Confidential Information by any person or entity that may become known to such Party; (b) promptly furnish to the other Party full details of the unauthorized possession, use or knowledge, or attempt thereof, and assist the other Party in investigating or preventing the recurrence of any unauthorized possession, use or knowledge, or attempt thereof, of Confidential Information; (c) cooperate with the other Party in any litigation and investigation against third parties deemed necessary by the other Party to protect its Intellectual Property Rights; and (e) promptly use its best efforts to prevent a recurrence of any such unauthorized possession, use or knowledge, or attempt thereof, of Confidential Information. Each Party shall bear the cost it incurs as a result of compliance with this Article 19.

19.3 Injunctive Relief. The Parties acknowledge and agree that monetary damages may be inadequate to compensate for a breach of the provisions contained in this Article 19 or other confidentiality provisions of this Agreement. In the event of such breach, the injured Party may be entitled to seek injunctive relief and any and all other remedies available at law or in equity. This Section 19.3 in no way limits the liability or damages that may be assessed against a Party in the event of a breach by that Party of any of the provisions of this Article 19.

19.4 Return of Confidential Information. Except as necessary for LS&Co. to receive the benefit of the Termination Assistance Services or the licenses granted under Article 25 or Article 12, the receiving Party shall return or destroy (at the disclosing party’s option) Confidential Information of the disclosing party in the receiving party’s (or its agents’) possession: (a) upon the request of the disclosing party with respect to all or the requested portion of such Confidential Information (provided that such request would not hinder the delivery or receipt of the Services); and (b) on the End Date with respect to all such Confidential Information.

19.5 Maintenance of Records in the United States. All LS&Co. Confidential Information shall, at all times during the Term and any Termination Assistance Period, be physically located in, or on media that is physically stored in the United States, and shall not be stored outside of the United States or accessible from outside of the United States; provided, however, that Supplier may physically store LS&Co. Confidential Information outside of the United States under the following circumstances: (a) if storage outside of the United States is specifically called for in a particular Statement of Work, and then only to the extent and for the purposes specifically identified in the Statement of Work; (b) to the extent necessary for Supplier to monitor and manage its performance of the Services and to provide invoices to LS&Co. in accordance with this Agreement (but excluding, for greater certainty, any information regarding the business and operations of LS&Co.); and (c) on a temporary basis to the extent required to perform the Services in accordance with this Agreement and in compliance with any applicable security requirements set out in this Agreement, provided that Supplier destroys such LS&Co. Confidential Information as soon as it is no longer necessary to store such information outside of the United States in order to perform the Services.

30.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

20. REPRESENTATIONS AND WARRANTIES.

20.1 By LS&Co. LS&Co. represents and warrants that: (a) LS&Co. is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware; (b) LS&Co. has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the execution, delivery and performance of this Agreement by LS&Co. has been duly authorized by LS&Co.; (c) LS&Co. is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on LS&Co.’s ability to fulfill its obligations under this Agreement; and (d) LS&Co. is in compliance with all Laws applicable to LS&Co.’s obligations under this Agreement and has obtained all applicable material permits and licenses required of LS&Co. in connection with its obligations under this Agreement.

20.2 By Supplier. Supplier represents and warrants that: (a) Supplier is a limited liability company duly incorporated, validly existing and in good standing under the Laws of the Republic of India; (b) Supplier has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the execution, delivery and performance of this Agreement by Supplier has been duly authorized by Supplier and shall not conflict with, result in a breach of, or constitute a default under any other agreement to which Supplier is a party or by which Supplier is bound; (c) Supplier is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement; (d) Supplier is in compliance with all Laws applicable to Supplier’s obligations under this Agreement and has obtained all applicable permits and licenses required of Supplier in connection with its obligations under this Agreement; (e) there is no outstanding litigation, arbitrated matter or other dispute to which Supplier is a party which, if decided unfavorably to Supplier, would reasonably be expected to have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement; and (f) Supplier and Supplier Agents have full power and authority to grant LS&Co. the rights granted herein without the consent of any other party and any materials developed or furnished by Supplier and Supplier Agents to LS&Co. are free of any and all restrictions, settlements, judgments or adverse claims.

20.3 DISCLAIMER. EXCEPT AS SPECIFIED IN SECTION 20.1 AND SECTION 20.2, NEITHER LS&CO. NOR SUPPLIER MAKES ANY OTHER WARRANTIES WITH RESPECT TO THE SERVICES OR THE SYSTEMS OR EQUIPMENT AND EACH EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

21. ADDITIONAL COVENANTS.

21.1 By LS&Co. LS&Co. covenants and agrees with Supplier that during the Term and the Termination Assistance Period LS&Co. shall comply with all Laws applicable to LS&Co. in the performance of this Agreement, and, except as otherwise provided in this Agreement, shall obtain all applicable material permits and licenses required of LS&Co. in connection with its obligations under this Agreement.

31.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

21.2 By Supplier. Supplier covenants and agrees with LS&Co. that during the Term and the Termination Assistance Period:

(a) Supplier shall (i) provide the Services with promptness, diligence and in a professional manner, in accordance with the practices and professional standards used in well-managed operations performing services similar to the Services, (ii) use adequate numbers of qualified individuals with suitable training, education, experience and skill to perform the Services and (iii) implement service delivery practices that are stable, mature and well-managed;

(b) Supplier shall comply with all Laws applicable to Supplier in the performance of this Agreement and shall obtain all applicable permits and licenses required of Supplier in connection with its obligations hereunder;

(c) the Services, Supplier Software, Supplier Equipment, Commissioned Materials, Work Product and any other resources or items used by Supplier or furnished to LS&Co. by Supplier or Supplier Agents in providing the Services (“Materials”), or LS&Co.’s receipt or use of the Materials as contemplated under this Agreement shall not infringe upon the Intellectual Property Rights of any third party;

(d) Supplier shall promptly notify LS&Co. if Supplier learns of any claim, pending or threatened, or any fact upon which a claim could be made, that asserts that the Materials, or LS&Co.’s receipt and use of the Materials as contemplated under this Agreement may infringe upon the Intellectual Property Rights of any third party;

(e) without limiting Supplier’s obligations under the Statements of Work, Supplier shall not, and shall ensure the Supplier Agents shall not, code or introduce into the systems any viruses, trojan horses, worms, spyware, back doors, email bombs, malicious code or similar items (collectively, “Malware”), and shall use all reasonable efforts to prevent Malware from being introduced into the System by any third parties; provided that in the event that Malware is found to have been introduced into the Systems, Supplier shall use it best efforts to mitigate the effects of the Malware and, if the Malware causes a loss of operational efficiency or loss of data, mitigate and restore such losses;

(f) Supplier shall not, and shall ensure that the Supplier Agents shall not, code or introduce Software or Equipment that would have the effect of disabling or otherwise shutting down all or any portion of the Services or the Systems. With respect to any disabling code that may be part of the Software, Supplier shall not invoke such disabling code at any time (whether during or after the Term) for any reason. If at any time the licensor of any Supplier Third Party Software shall invoke or threaten to invoke any disabling code in Supplier Third Party Software licensed to Supplier which could adversely affect the Services, Supplier shall use its best efforts to preclude such action on the part of such licensor;

(g) Supplier and all Supplier Agents shall not make any unauthorized representations on LS&Co.’s behalf or about LS&Co., nor commit or bind LS&Co. other than as specifically authorized;

(h) Supplier or Supplier Agents shall not include in any Commissioned Materials or LS&Co. Derivative Works any software that is subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) without LS&Co.’s prior written consent, and to the extent that Supplier uses open source software in the performance of the Services, Supplier shall ensure that such use does not: (i) require or condition the use or distribution of such software on the disclosure, licensing, or distribution of any source code for any portion of such software; or (ii) could otherwise impose any limitation, restriction, or condition on the right or ability of LS&Co. to use or distribute such software;

32.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

(i) any Commissioned Materials and other deliverables provided by Supplier pursuant to this Agreement shall be: (i) free from material defects in materials, design and workmanship; (ii) in conformance with any applicable documentation, manuals, specifications or requirements; and (iii) free and clear of any liens, claims, charges, debts or other encumbrances; and

(j) unless otherwise agreed by the Parties, with respect to any Commissioned Materials: (i) if there is any defect or nonconformity, upon notice from LS&Co., Supplier shall promptly, at its sole cost and expense, correct or replace any such defect or nonconformity; and (ii) if Supplier fails to do so within 15 days from receipt of notice (or other time period agreed by the Parties), LS&Co. may at its option either obtain from Supplier any amounts reasonably expended to correct or replace such defect or nonconformity, or terminate the applicable New Service Proposal and obtain a refund of amounts paid for such Commissioned Materials.

22. DISPUTE RESOLUTION.

22.1 Resolution Procedures. Except as otherwise provided below, the Parties shall initially attempt to resolve any dispute arising under or related to this Agreement (a “Dispute”) in accordance with the procedures set forth in this Article 22.

(a) Account Managers. Within 5 business days after either Party furnishes to the other notice of a Dispute, the LS&Co. Governance Executive and the Supplier Governance Executive shall consider the Dispute in person or by telephone and shall attempt to resolve the Dispute for a period of 5 business days. If the Dispute is not resolved, as agreed by the Parties, within such 5 business day period, the Dispute shall be escalated in accordance with Section 22.1(b).

(b) Senior Executives. If a Dispute is not resolved in accordance with Section 22.1(a), the Chief Information Officer (or equivalent position) of LS&Co. and the Vice-President of the Consumer Goods vertical of Supplier (or a Supplier executive at an equivalent level to LS&Co.’s executive) shall meet within 5 business days after a Party’s request to discuss the Dispute in person at a LS&Co. Service Location designated by LS&Co. (or by telephone if requested by LS&Co.) and shall attempt to resolve the Dispute for a period of 5 business days.

(c) Supplier Chief Executive. If a Dispute is not resolved in accordance with Section 22.1(b), Supplier shall make available within 5 business days after LS&Co.’s request Supplier’s Chief Executive to discuss the Dispute with LS&Co. by telephone, or if requested by LS&Co. at an LS&Co. Service Location designated by LS&Co. (in which case, LS&Co. shall provide sufficient notice to Supplier to enable Supplier’s Chief Executive to attend in person at the nominated LS&Co. Service Location) and the Parties shall attempt to resolve the Dispute for a period of 5 business days. Unless the Parties otherwise agree, either Party may pursue its rights and remedies under this Agreement after the expiration of such 5 business day period.

22.2 Exclusions. Notwithstanding the foregoing, no Dispute relating to Section 13.2, Article 19, or Article 25 shall be subject to Article 22. In addition, nothing in this Agreement shall limit either Party’s right to seek immediate injunctive or other equitable relief whenever the facts or circumstances would permit a Party to seek such relief in a court of competent jurisdiction.

33.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

22.3 Continuity of Services. Supplier acknowledges that the timely and complete performance of its obligations pursuant to this Agreement is critical to the business and operations of LS&Co. Accordingly, in the event of a Dispute between LS&Co. and Supplier, Supplier shall continue to so perform its obligations under this Agreement in good faith during the resolution of such dispute unless and until this Agreement is terminated in accordance with the provisions hereof.

23. TERMINATION.

23.1 Termination for Convenience. LS&Co. may terminate this Agreement, in whole or in part, for convenience by giving Supplier notice of the termination at least [****]* days prior to the termination date specified in the notice.

23.2 Termination for Change in Control of LS&Co. In the event of a Change in Control of LS&Co., LS&Co. may terminate this Agreement by giving Supplier notice of the termination at least [****]* days prior to the termination date specified in the notice.

23.3 Termination for Change in Control of Supplier. In the event of a Change in Control of Supplier, Supplier shall promptly notify LS&Co. of such Change in Control and LS&Co. may terminate this Agreement by giving Supplier notice of the termination at least [****]* days prior to the termination date specified in the notice.

23.4 Termination for Cause.

(a) If: (i) Supplier fails to perform any of its obligations under this Agreement in any material respect or repeatedly fails to perform any of its obligations under this Agreement and the cumulative effect thereof could reasonably be considered material, and does not cure such breach within [****]* days after receipt (the “Supplier Default Cure Period”) of a notice of breach from LS&Co. (the “Supplier Default Notice”); or (ii) an audit conducted under Section 18.3 identifies a material weakness or deficiency in the controls of Supplier and Supplier does not develop and submit a Cure Plan, and implement that Cure Plan within the timeframes specified in Section 18.3, then in each case, LS&Co. may, without limiting LS&Co.’s other rights or remedies under this Agreement, by giving notice to Supplier, terminate this Agreement, in whole or in part, as of the termination date specified in the notice and without payment of any Termination Charge.

(b) If LS&Co. fails to make undisputed material payments due to Supplier and does not cure such default within [****]* days after receipt (the “LS&Co. Default Cure Period”) of a notice of default from Supplier (the “LS&Co. Default Notice”), then Supplier may, by giving notice to LS&Co., terminate this Agreement in whole, as of the termination date specified in the notice of termination. The foregoing is the only circumstance in which Supplier may terminate this Agreement.

23.5 Termination in Case of Insolvency. LS&Co. may, by giving notice thereof to Supplier, terminate this Agreement as of the date specified in such termination notice without payment of any Termination Charge, if: (a) Supplier: (i) shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or (ii) shall: (A) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of all or a substantial part of its property or assets; (B) make a general assignment for the benefit of its creditors; (C) commence a voluntary case under the U.S. Bankruptcy Code; (D) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or winding-up, or composition or readjustment of debts; (E) fail to controvert in a timely and appropriate

34.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code; or (F) take any corporate, partnership or other action for the purpose of effecting any of the foregoing; or (b) a proceeding or case shall be commenced, without the application or consent of Supplier, in any court of competent jurisdiction seeking: (i) its reorganization, liquidation, dissolution, arrangement or winding-up, or the composition or readjustment of its debts; (ii) the appointment of a receiver, custodian, trustee, examiner, liquidator or the like of Supplier or of all or any substantial part of its property or assets; or (iii) similar relief with respect to Supplier under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 or more days; or (c) an order for relief against Supplier shall be entered in an involuntary case under the Bankruptcy Code. In addition, if Supplier’s credit rating is lowered to “B1” or lower by Moody’s Investor Services, or “B+” or lower by Standard & Poors, then LS&Co. may, by giving notice thereof to Supplier, terminate this Agreement as of the date specified in such termination notice without payment of any Termination Charge.

23.6 Service Level Failures. LS&Co. may, without limiting LS&Co.’s other rights or remedies under this Agreement, by giving [****]* days prior notice to Supplier, terminate this Agreement, in whole or in part, as of the termination date specified in the notice and without payment of any Termination Charge, if: (a) there are [****]* Service Level Failures with respect to the same Critical Service Level within any rolling [****]*-month period; or (b) there are [****]* Service Level Failures with respect to any Critical Service Level within any rolling [****]*-month period.

23.7 Termination for Failure to Replenish Damages Cap. LS&Co. may, without limiting LS&Co.’s other rights or remedies under this Agreement, by giving notice to Supplier, terminate this Agreement, in whole or in part, as of the termination date specified in the notice and without payment of any Termination Charge, if the amount available under a damages cap set forth in Section 27.2 is reduced by [****]* or more as a result of Supplier’s payment of Losses to LS&Co. under Section 27.2 and the Parties are unable after 30 days to renegotiate an adjustment to that damages cap.

23.8 Termination for Failure to Agree on final Statements of Work or Service Levels. LS&Co. may by giving notice to Supplier, and without limiting LS&Co.’s other rights or remedies under this Agreement, terminate the applicable Service Category, in whole or in part, as of the termination date specified in the notice and without payment of any Termination Charge, if the Parties are unable to agree, in accordance with process set forth in Section 2.7 of Exhibit 8, to final Statements of Work and/or Service Levels for the Services in the applicable Service Category that are satisfactory to LS&Co. by the applicable Commencement Date.

24. TERMINATION CHARGES.

24.1 Termination Charges. Exhibit 4 sets forth the amounts that may be payable to Supplier if this Agreement is terminated pursuant to Section 23.1 or Section 23.2 (“Termination Charges”); except that no Termination Charges shall apply with respect to a termination of the Benefits Services, where (a) the effective date of such termination occurs at any time after the expiration of the 24 month period following the Commencement Date applicable to the Human Resource Services; or (b) the Benefits Services are terminated for the purpose of LS&Co. transferring the performance of those Services to a health exchange (and irrespective of when the effective date of termination occurs). Any Termination Charges payable in accordance with Exhibit 4 shall be due and payable on the End Date. Termination Charges to be recovered by Supplier shall be reduced to the extent LS&Co. or its designees assume financial obligations that Supplier would otherwise have incurred as a result of a termination of this Agreement by LS&Co.

35.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

24.2 No Other Termination Charges. Except for the Termination Charges specified in Exhibit 4 and the Stranded Costs payable in the event of a termination pursuant to Section 4.3(d) as a result of an LS&Co. Change in Law, no termination fee or other charge shall be payable by LS&Co. in connection with the termination of this Agreement. In addition, Supplier shall not charge LS&Co. more than once for any amount included in any fee owed pursuant to Exhibit 4 that relates to any resource for which Supplier has already received or shall receive payment.

25. TERMINATION ASSISTANCE AND EXIT RIGHTS.

25.1 Termination Assistance. Upon LS&Co.’s request at any time during the Termination Assistance Period, Supplier shall provide, and shall cause Supplier Agents to provide, all necessary assistance to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to LS&Co. or its designee (the “Successor”) during the Termination Assistance Period, including the Termination Assistance Services, regardless of the reason for the termination, expiration or cessation of Services. The quality and level of performance of the Services during the Termination Assistance Period shall be consistent with the general quality and level of performance of the Services during the Term. Supplier shall not terminate or assign to another job position any of its Supplier Staff working on the LS&Co. account during any Termination Assistance Period. Supplier shall use commercially reasonable efforts to provide assistance in order to ensure that any know-how with regard to the Services is being duly transferred to LS&Co. or a Successor.

25.2 Payment. The Base Charges include all Termination Assistance Services provided by Supplier during the Term, and Supplier shall not charge LS&Co. any variable or other fees for such services. For Termination Assistance Services provided by Supplier after the last day of the Term, Supplier shall provide such services: (a) in the case of Termination Assistance Services that are Services, at the rates in effect for such Services immediately prior to termination or expiration of the Agreement; and (b) for Termination Assistance Services for which no rates exist immediately prior to such termination or expiration, at Supplier’s standard commercial rates then in effect, subject to discounts consistent with the discounts applied under this Agreement. Termination Assistance Services provided after the last day of the Term shall be subject to the provisions of the Agreement as such provisions would have been applicable to the Services prior to the effective date of termination or expiration. Notwithstanding the foregoing, if LS&Co. terminates this Agreement pursuant to Section 23.4(a), Supplier shall provide all Termination Assistance Services to LS&Co. without charge. After the expiration of the Termination Assistance Period, Supplier shall: (y) answer questions from Successors regarding the Services at the applicable time and materials rates for such services set forth in the Agreement; and (z) deliver to LS&Co. or Successor any remaining LS&Co.-owned reports and documentation still in Supplier’s possession.

25.3 Exit Rights.

(a) Provision of LS&Co. Materials. At LS&Co.’s request, Supplier shall, and shall cause Supplier Agents to, deliver to LS&Co., at no cost to LS&Co., a current copy of the LS&Co.-Owned Materials and any other materials in Supplier’s possession to which LS&Co. obtains a license pursuant to this Agreement or otherwise has the right to possess a copy of, in the form used to provide the Services as of the time of LS&Co.’s request (including in object code and source code form in the case of any of the foregoing that are Software). The rights granted to Supplier and Supplier Agents in Article 12 shall

36.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

immediately terminate on the End Date, and Supplier shall, and shall cause Supplier Agents to, destroy or erase all copies of the LS&Co.-Owned Materials then in Supplier’s or Supplier Agents’ possession. Supplier shall, upon LS&Co.’s request, certify to LS&Co. that all such copies have been destroyed or erased.

(b) Supplier Proprietary Software. Upon LS&Co.’s request at any time during the Termination Assistance Period, Supplier shall grant to LS&Co. or Successor, at no cost to LS&Co. or Successor, a global, perpetual, irrevocable, fully paid-up, non-exclusive, non-transferable license to Use, and sublicense to third parties to Use, in connection with LS&Co.’s use, provision (to itself) or receipt from Successor and its agents of services similar to the Services, any or all Supplier Proprietary Software used to provide the Services as of the time of LS&Co.’s request, or, if such request is made after the last day of the Term, used to provide the Services as of the last day of the Term, in each case as requested by LS&Co. Supplier shall deliver to LS&Co. a copy of the foregoing upon LS&Co.’s request. Upon LS&Co.’s request, Supplier shall provide to LS&Co. or Successor support and maintenance services for any Supplier Proprietary Software licensed under this Section 25.3(b) on terms, conditions, and prices agreed upon by Supplier and LS&Co. or Successor, as applicable, which shall in no event be less favorable to LS&Co. or Successor than Supplier’s usual and customary terms, conditions and prices.

(c) Supplier Third Party Software. Upon LS&Co.’s request at any time during the Termination Assistance Period, with respect to Supplier Third Party Software used to provide the Services as of the time of LS&Co.’s request, or, if such request is made after the last day of the Term, then used to provide the Services as of the last day of the Term, Supplier shall, and shall cause Supplier Agents to: (i) assign to LS&Co. or Successor, at LS&Co.’s option, the license agreements for which Supplier obtained assignment rights pursuant to Section 12.4 applicable to such Software; and (ii) use best efforts to transfer, assign or sublicense all Supplier Third Party Software not subject to assigned agreements under Section 25.3(c)(i) to LS&Co. or Successor at no cost such that: (A) LS&Co. may Use, and sublicense to third parties the right to Use, such Software in connection with LS&Co.’s use, provision (to itself) or receipt from Successor of services similar to the Services; or (B) Successor may Use, and sublicense to third parties the right to Use, such Software in connection with the provision of services similar to the Services to LS&Co. Upon LS&Co.’s request, Supplier shall assist LS&Co. or Successor in obtaining directly from third parties any Software or substitute therefor for which LS&Co. or Successor does not assume the applicable third party agreements.

(d) Leases, Service Agreements, and Equipment. Upon LS&Co.’s request at any time during the Termination Assistance Period, Supplier shall, and shall cause Supplier Agents to: (i) assign to LS&Co. or its designee leases for the Equipment used primarily to provide the Services as of the last day of the Term; (ii) assign to LS&Co. any contracts for services provided by third parties and used primarily to provide the Services; and (iii) sell to LS&Co., at the lesser of Supplier’s then-current book value or fair market value, some or all of the Equipment owned by Supplier or Supplier Agents and used primarily to provide the Services (and all user and other documentation in its possession that relates to such Equipment) free and clear of all liens, security interests or other encumbrances and grant to LS&Co. a warranty of title with respect to all such Equipment. Supplier shall also represent and warrant that any leases associated with any such Equipment are not in default and that all payments thereunder have been made through the date of transfer to LS&Co. Upon LS&Co.’s request, Supplier shall, and shall cause Supplier Agents to, assist LS&Co. or Successor in obtaining directly from third parties any third party services for which LS&Co. or Successor does not elect to assume the applicable third party agreements.

37.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

26. INDEMNITIES.

26.1 Indemnity by LS&Co. LS&Co. shall indemnify Supplier, its Affiliates and their respective directors, officers and employees from, and defend and hold Supplier harmless from and against, any Losses suffered, incurred or sustained by Supplier or to which Supplier becomes subject, resulting from, arising out of or relating to any claim:

(a) that the LS&Co. Proprietary Software infringes upon the Intellectual Property Rights of any third party (except to the extent caused by a modification by Supplier or Supplier Agents);

(b) relating to the material inaccuracy, untruthfulness or breach of any representation or warranty made by LS&Co. in Article 20;

(c) relating to: (i) a violation of Law for the protection of persons or members of a protected class or category of persons by LS&Co. or LS&Co. Agents, including unlawful discrimination; (ii) accrued employee benefits not expressly assumed by Supplier; (iii) any representations, oral or written, made by LS&Co. or LS&Co. Agents to the Affected Employees or Affected Contractors; and (iv) any other aspect of the Affected Employees’ or Affected Contractors’ employment or other relationship with LS&Co. or termination thereof by LS&Co. (including claims for breach of an express or implied contract of employment);

(d) relating to LS&Co.’s or LS&Co. Agents’ failure to obtain, maintain or comply with the LS&Co. Consents and LS&Co. Governmental Approvals;

(e) relating to any amounts, including taxes, interest and penalties, assessed against Supplier which are the obligation of LS&Co. pursuant to Article 16;

(f) relating to personal injury (including death) or property loss or damage resulting from LS&Co.’s acts or omissions;

(g) relating to a breach of Article 19;

(h) relating to a breach of any of the covenants in Section 21.1; and

(i) relating to a breach of a Managed Agreement by LS&Co.

LS&Co. shall indemnify Supplier from any costs and expenses incurred in connection with the enforcement of this Section 26.1.

26.2 Indemnity by Supplier. Supplier shall indemnify LS&Co., its Affiliates, the Service Recipients and their respective directors, officers and employees from, and defend and hold LS&Co. harmless from and against, any Losses suffered, incurred or sustained by LS&Co. or to which LS&Co. becomes subject, resulting from, arising out of or relating to any claim:

(a) that the Materials, or LS&Co.’s receipt and use of the Materials as contemplated under this Agreement infringe upon the Intellectual Property Rights or other rights of any third party (except to the extent caused by (i) a modification by LS&Co. or LS&Co. Agents; (ii) Supplier’s incorporation of open source software within any Commissioned Materials, the incorporation of which is specifically and directly mandated by LS&Co. in writing, and provided that the forgoing exclusion shall not apply in the event that Supplier or Supplier Agents knew, or ought reasonably to have known, that such Materials infringed upon the Intellectual Property Rights of a third party);

38.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

(b) relating to the Services or this Agreement brought by a Supplier Agent or personnel thereof, including any disputes between Supplier and Supplier Agents;

(c) by a Supplier customer to whom Supplier provides services from a Supplier Service Location, which claim relates to any LS&Co. Data at such location or Supplier’s provision of Services to LS&Co. from such location;

(d) relating to the inaccuracy, untruthfulness or breach of any certification made by Supplier pursuant to Sections 4.5 or 11.4;

(e) relating to the inaccuracy, untruthfulness or breach of any representation or warranty made by Supplier in Article 20;

(f) relating to Supplier’s or Supplier Agents’ failure to obtain, maintain or comply with the Supplier Consents and Supplier Governmental Approvals, or Supplier’s or Supplier’s Agents failure to comply with the LS&Co. Consents;

(g) relating to: (i) a violation of Law for the protection of persons or members of a protected class or category of persons by Supplier or Supplier Agents, including unlawful discrimination; (ii) accrued employee benefits not expressly retained by LS&Co.; (iii) any representations, oral or written, made by Supplier or Supplier Agents to LS&Co. employees or contractors, including the Affected Employees and Affected Contractors; and (iv) any other aspect of the Affected Employees’ or Affected Contractors’ employment or other relationship with Supplier or termination thereof by Supplier (including claims for breach of an express or implied contract of employment);

(h) relating to any amounts, including taxes, interest and penalties, assessed against LS&Co. that are the obligation of Supplier pursuant to Article 16;

(i) relating to personal injury (including death) or property loss or damage resulting from Supplier’s or Supplier Agents’ acts or omissions;

(j) relating to a breach of Supplier’s obligations with respect to LS&Co. Data (including Article 13);

(k) relating to any fine or other penalty imposed by Law arising as a result of a breach of any of Supplier’s obligations under this Agreement;

(l) relating to a breach of Article 19;

(m) relating to a breach of any of the covenants in Section 21.2; and

(n) relating to a breach of Supplier’s obligation to comply with the Applicable Terms.

Supplier shall indemnify LS&Co. from any costs and expenses incurred in connection with the enforcement of this Section 26.2.

39.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

26.3 Obligation to Replace. In the event that any Materials, or LS&Co.’s receipt and use of the Materials as contemplated under this Agreement is, or in LS&Co.’s opinion is likely to be found to infringe upon or misappropriate the Intellectual Property Rights of any third party or enjoined, Supplier shall, with LS&Co.’s consent and at Supplier’s own cost and expense and in such a manner as to minimize disturbance to LS&Co.’s business activities: (a) obtain for LS&Co. the right to continue using the Materials; or (b) modify or replace the Materials, so that it is no longer infringing (provided that such modification or replacement does not degrade the functionality, performance or quality of the affected Materials). In addition to the remedies set forth above, Supplier shall remain responsible for providing Services in accordance with this Agreement. If Supplier is unable, after using all reasonable efforts, to promptly implement the measures described in this Section 26.3 LS&Co. may, upon notice to Supplier: (x) obtain from a third party or itself provide those Services which Supplier failed to provide, and adjust the Charges to account for the corresponding reduction in Services after good faith discussions with Supplier regarding such adjustment; or (y) terminate this Agreement, in whole or in part, without payment of any Termination Charge, as of the date specified by LS&Co. in its notice of termination.

26.4 Indemnification Procedures. If any third party claim is commenced against a person or entity entitled to indemnification under Section 26.1 or Section 26.2 (the “Indemnified Party”), notice thereof shall be given to the Party that is obligated to provide indemnification (the “Indemnifying Party”) as promptly as practicable. If, after such notice, the Indemnifying Party acknowledges that this Agreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party, but in no event less than 10 days prior to the date on which a response to such claim is due, to immediately take control of the defense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; except that the Indemnified Party may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entered into without the consent of the Indemnified Party. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control of the defense of any such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in this Section 26.4, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party.

27. DAMAGES.

27.1 Consequential Damages. Neither LS&Co. nor Supplier shall be liable for any indirect, incidental, special, or consequential damages, arising out of or relating to its performance or failure to perform under this Agreement, even if advised of the possibility of such damages.

27.2 Direct Damages.

(a) Definition of Direct Damages. Notwithstanding the provisions of Section 27.1, Supplier shall be liable to LS&Co. for any direct damages arising out of or relating to Supplier’s performance or failure to perform under this Agreement. For the purposes of this Agreement, the Parties

40.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

agree that direct damages shall include the reasonable: (i) costs of reconstructing or reloading data (including such reconstruction costs as are allocated pursuant to Section 13.1); (ii) costs of implementing and performing work-arounds regarding a service failure; (iii) costs of replacing lost, stolen or damaged goods or materials; (iv) costs to procure replacement services from an alternate source as a result of a failure to perform, to the extent in excess of the applicable Charges; (v) overtime, straight time and other related expenses as a result of a failure to perform; (vi) payments or penalties imposed by a governmental or regulatory body as a result of a failure to comply; (vii) costs incurred by LS&Co. in transitioning the Services to another supplier or to LS&Co.’s internal staff in connection with LS&Co.’s termination of this Agreement in whole or in part in accordance with Section 23.4(a); and (viii) attorney’s fees.

(b) Cap on Direct Damages. Notwithstanding Section 27.2(a), the liability of LS&Co. and Supplier, whether based on an action or claim in contract, equity, negligence, tort or otherwise, for any event, act or omission shall not exceed an amount equal to the sum of the aggregate of Charges paid for the [****]* consecutive month-period immediately preceding the date of the first occurrence of the applicable event, act, or omission giving rise to such damages (or if less than [****]* months have elapsed since the Effective Date, then [****]* times the average monthly Charges paid during the elapsed time since the Effective Date).

27.3 Exclusions. The limitations or exculpations of liability set forth in Section 27.1 (Consequential Damages) and Section 27.2(b) (Cap on Direct Damages) shall not apply to: (a) the failure of: (i) LS&Co. to make payments of undisputed Charges; or (ii) Supplier to issue credits (including Reduced Resource Credits and Service Level Credits) or otherwise make payments due under this Agreement; (b) a Party’s indemnification obligations, as set forth in Article 26 (Indemnities); (c) breaches of Article 4 (Compliance) (excluding breaches of Section 4.6 (Performance Under Third Party Contracts)), Article 12 (Proprietary Rights) and Article 19 (Confidentiality); (d) Supplier obligations with respect to LS&Co. Data (including Article 13 (Data)) including such reconstruction costs as are allocated pursuant to Section 13.1 (Correction and Reconstruction); provided however that Supplier shall not be liable for any lost profits, lost revenue, lost savings and reputational harm (to the extent that the foregoing are consequential damages) to LS&Co. where the foregoing arise directly as a result of an error in, or destruction, loss or alteration of, LS&Co. Data caused by Supplier or Supplier Agents and despite the requirements of Section 13.1 (Correction and Reconstruction) there is no way to actually correct and/or reconstruct the particular LS&Co. Data; (e) liability resulting from the fraud, gross negligence, recklessness, or intentional or willful misconduct of a Party; (f) damages occasioned by Supplier’s wrongful termination of this Agreement, abandonment of work performed or to be performed which work Supplier is otherwise obligated to perform under this Agreement, or willful refusal to provide the Services in a manner not permitted by this Agreement (excluding in connection with a valid termination of this Agreement by Supplier pursuant to Section 23.4(b)); (g) claims arising out of a breach of Supplier’s obligations under or the inaccuracy of a covenant by Supplier in Section 21.2; (h) claims relating to personal injury (including death) or property loss or damage resulting from the acts or omissions of a Party or its Affiliates or, in the case of LS&Co., the LS&Co. Agents and in the case of Supplier, the Supplier Agents; (i) fines, sanctions, damages, judgments or other penalties imposed on a Party by a Governmental Authority in connection with such Party’s breach of applicable Law; (j) any amounts, including taxes, interest and penalties, assessed against a Party that are the obligation of the other Party pursuant to Article 16 (Taxes); and (k) otherwise to the extent that such limitation is not permitted by applicable Law.

41.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

28. INSURANCE.

28.1 Documentation. Supplier shall provide to LS&Co. within 10 business days after the Effective Date evidence of all insurance required hereunder, and thereafter at any time any insurance policy covered in this Article 28 is renewed, or upon request by LS&Co., during the Term and the Termination Assistance Period (except with respect to “claims made” policies for which Supplier shall provide evidence of insurance for 3 years after the End Date). The insurance companies providing such insurance must have an A.M. Best rating of A-VIII or better and be licensed or authorized to conduct business in all states in which LS&Co. does business. LS&Co. shall have the right to require Supplier to obtain the insurance required under this Article 28 from another insurance carrier in the event that Supplier’s then current insurance carrier does not have an A.M. Best rating of A-VIII or better or is not licensed or authorized to conduct business in all states in which LS&Co. does business. All policies and certificates of insurance shall be written as primary policies with respect to Services performed and products supplied by Supplier and Supplier Agents and not written as policies contributing to, or to be used in excess of the LS&Co. insurance policies or any self-insurance program in which LS&Co. may participate with respect to such Services and products. The provisions of this Article 28 shall in no way limit the liability of Supplier. The obligations under this Article 28 are mandatory; failure of LS&Co. to request certificates of insurance or insurance policies shall not constitute a waiver of Supplier’s obligations and requirements to maintain the minimal coverage specified. Supplier shall maintain, in its files, evidence of all subcontractors’ insurance coverage.

28.2 Types and Amounts. During the Term and the Termination Assistance Period, and at its own cost and expense, Supplier shall, and shall cause all Supplier Agents to, obtain and maintain the following insurance coverage:

(a) Commercial General liability insurance covering all operations by or on behalf of LS&Co. and Supplier with a combined single annual aggregate limit of not less than [****]* and a limit of [****]* for each occurrence covering liability arising from premises, operation, independent contractors, products/completed operations, property (including loss of use thereof) personal injury, advertising injury and liability assumed under an insured contract.

(b) Professional liability insurance with a combined single annual aggregate limit of not less than [****]* and a limit of [****]* for each occurrence. Such insurance shall cover any and all errors, omissions or negligent acts in the delivery of Systems, Services, Software and/or Equipment under this Agreement. Such errors and omissions insurance shall include coverage for claims and losses with respect to network risks (such as data breaches, unauthorized access/use, unauthorized access to systems/data by third parties, virus transmission, failure to protect, or wrongful disclosure, of confidential or sensitive information, identity theft, invasion of privacy, damage/loss/theft of data, degradation, downtime, etc.) and intellectual property infringement, such as copyrights, trademarks, service marks and trade dress. The Professional Liability Insurance retroactive coverage date shall be no later than the Effective Date.

(c) Errors and Omission insurance in an amount not less than [****]* for each occurrence and in the aggregate.

(d) Umbrella/Excess Coverage with respect to Commercial General Liability insurance, Workers’ compensation insurance, and Automobile Liability insurance with a minimum combined single limit of [****]* for each occurrence and in the aggregate.

42.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

(e) Workers’ compensation insurance and other insurance as required by statute in the state in which the work shall be performed. Coverage shall include Employers Liability with a limit not less than [****]* for each accident involving bodily injury, [****]* for bodily injury by disease for each employee and [****]* in the aggregate for bodily injury by disease.

(f) Automobile Liability insurance covering owned and unowned vehicles with a combined single limit of not less than [****]* for each occurrence. Such policy shall name LS&Co., LS&Co. Agents and Service Recipients as additional insured.

(g) All risk property insurance covering all risk of physical loss or damage, including as a result of flood or earthquake, for the replacement value of any LS&Co.-owned property and papers on Supplier’s premises.

(h) If Supplier purchases “claims made” insurance, all acts and omissions of Supplier and its representatives and agents, shall be, during the Term and the Termination Assistance Period, “continually covered” notwithstanding the termination of this Agreement. In order for the acts and omissions of Supplier and its representatives and agents to be “continually covered” there must be insurance coverage for the entire period commencing on or prior to the Effective Date of this Agreement and ending on the date that is at a minimum three years after the End Date. Such insurance must satisfy the liability coverage requirements provided for in this Agreement. Supplier acknowledges and agrees that the provisions of this Article 28 may require Supplier to purchase “tail insurance” if its coverage lapses or if Supplier changes insurance carriers, even after this Agreement is terminated.

28.3 Policy Requirements. LS&Co. and LS&Co. Agents shall be listed on all such insurance policies (except workers’ compensation insurance) obtained by Supplier and Supplier Agents as “Additional Insureds” up to the amount required of Supplier under this Agreement. Such policies shall expressly reference this Agreement with respect to LS&Co.’s status as “Additional Insured”. If a “claims made” policy is purchased, then Supplier shall also purchase adequate “tail coverage” for claims made against LS&Co. after such policy has lapsed or been canceled or this Agreement is no longer in effect. The provisions of Section 28.2 shall not be deemed to limit the liability of Supplier hereunder, or limit any rights that LS&Co. may have including, without limitation, rights of indemnity or contribution.

28.4 Risk of Loss. Supplier is responsible for the risk of loss of, or damage to, any property of LS&Co. in the possession or control of Supplier, unless such loss or damage was caused by the acts or omissions of LS&Co. or a LS&Co. Agent. Supplier is responsible for the risk of loss of, or damage to, any property of Supplier and Supplier Agents at a LS&Co. Location, unless such loss or damage was caused by the acts or omissions of LS&Co.

28.5 Subrogation. Supplier, on behalf of Supplier and Supplier’s insurers, waives subrogation against LS&Co. and its Affiliates under the insurance coverage maintained by Supplier pursuant to this Agreement for losses or claims arising out of the insured party’s acts or omissions. Evidence of such waiver reasonable satisfactory in form and substance to LS&Co. shall be exhibited on the Certificates of Insurance required by this Agreement.

29. MISCELLANEOUS PROVISIONS.

29.1 Assignment. Neither Party shall, without the consent of the other Party, assign this Agreement or any amounts payable pursuant to this Agreement, except that LS&Co. may assign this Agreement, in whole or in part, to: (a) an Affiliate or another entity or business unit of LS&Co.; or (b)

43.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

pursuant to a Change in Control of LS&Co., a reorganization of LS&Co., or a transfer or sale of any business unit, line of business, product line, or substantial portion of its assets, without such consent. Upon LS&Co.’s assignment of this Agreement, LS&Co. shall be released from any obligation or liability under this Agreement. The consent of a Party to any assignment of this Agreement shall not constitute such Party’s consent to further assignment. This Agreement shall be binding on the Parties and their respective successors and permitted assigns. Any assignment in contravention of this Section 29.1 shall be void.

29.2 Notices. Wherever under this Agreement one Party is required to give notice to the other, such notice shall be deemed effective: (a) 3 calendar days after deposit in the United States Mail, postage prepaid, certified or registered mail, return receipt requested; (b) 1 business day after deposit with a national overnight courier; (c) if given by email, that day such email is sent, provided confirmation of such notice is also sent by national overnight courier or delivered in person; or (d) upon delivery if delivered in person or by messenger, in each case, addressed to the following addresses (or such other address as either party may be notified of as described above):

For LS&Co.:	Attention: LS&Co. Governance Executive
	Levi Strauss & Co.,
	1155 Battery Street San Francisco, CA 94111
	with copies to
	Attention: Chief Financial Officer
	Levi Strauss & Co.,
	1155 Battery Street San Francisco, CA 94111
	and
	Attention: General Counsel
	Levi Strauss & Co.,
	1155 Battery Street San Francisco, CA 94111
For Supplier:	Attention: Head of Legal – Americas
	Wipro Limited
	2 Tower Center Boulevard, Suite 2200
	East Brunswick, NJ
	Email: generalcounsel.office@wipro.com

Either Party may change its address or facsimile number for notification purposes by giving the other Party 10 days’ notice of the new address or facsimile number and the date upon which it shall become effective.

29.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties.

44.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

29.4 Relationship. The Parties intend to create an independent contractor relationship and nothing contained in this Agreement shall be construed to make either LS&Co. or Supplier partners, joint venturers, principals, agents (except as expressly provided to permit Supplier to manage the Managed Agreements) or employees of the other. No officer, director, employee, agent, Affiliate or contractor retained by Supplier to perform work on LS&Co.’s behalf under this Agreement shall be deemed to be an employee, agent or contractor of LS&Co. Neither Party shall have any right, power or authority, express or implied, to bind the other.

29.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to Law, then the remaining provisions of this Agreement, if capable of substantial performance, shall remain in full force and effect.

29.6 Waivers. No delay or omission by either Party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any Party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be signed by the Party waiving its rights.

29.7 Timing and Cumulative Remedies. No right or remedy herein conferred upon or reserved to either Party is exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy under this Agreement, or under applicable law, whether now or hereafter existing.

29.8 Entire Agreement. This Agreement and the Exhibits to this Agreement represent the entire agreement between the Parties with respect to its subject matter, and there are no other representations, understandings or agreements between the Parties relative to such subject matter.

29.9 Amendments. No amendment to, or change, waiver or discharge of, any provision of this Agreement shall be valid unless in writing and signed by, in the case of LS&Co., the LS&Co. Governance Executive, and in the case of Supplier, the Supplier Governance Executive.

29.10 Survival. Any provision of this Agreement which contemplates performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration of this Agreement and continue in full force and effect. Without limiting the foregoing, the terms of Sections 1, 12, 13, 15.1, 15.2, 15.3, 16.1, 18.4, 19, 20.3, 25, 26, 27 and 29 shall survive the expiration or termination of this Agreement.

29.11 Third Party Beneficiaries. Except with respect to Affiliates and Service Recipients and, with respect to Article 26, an Indemnified Party, each Party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Parties.

29.12 Governing Law and Venue. The rights and obligations of the parties under this Agreement shall be governed in all respects by the Laws of the United States and the State of California, without regard to conflicts of laws principles that would require the application of the laws of any other jurisdiction. Supplier agrees that it shall only bring any action or proceeding arising from or relating to this Agreement in the state and federal courts sitting and having jurisdiction in the City and County of San Francisco, California (and all appellate courts therefrom), and Supplier irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by LS&Co. Supplier further irrevocably consents to the service of process from any of the aforesaid courts by mailing copies thereof by registered or certified mail, postage prepaid, to Supplier at its address designated pursuant to this Agreement, with such service of process to become effective 30 days after such mailing.

45.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

29.13 Covenant of Further Assurances. LS&Co. and Supplier covenant and agree that, subsequent to the execution and delivery of this Agreement and, without any additional consideration, each of LS&Co. and Supplier shall execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Agreement.

29.14 Export. Supplier shall comply with all Export Controls, at its own expense and legal direction, and shall implement and maintain internal procedures to comply with Export Controls. Supplier shall obtain and maintain in effect all licenses, permits and authorizations required for the performance of its obligations hereunder and shall provide LS&Co. with all applicable information to enable LS&Co.’s compliance with all Export Controls, including providing applicable U.S. Export Control Classification Numbers and other information as LS&Co. may reasonably request. Supplier shall not access any LS&Co. Data from a country embargoed by the U.S. Without limit, Supplier shall not export or re-export any Software, personal computer system, part, technology, technical data, information or sub-elements under this Agreement (“Technical Data”), directly or indirectly, in violation of Export Controls, and, furthermore, shall not distribute Technical Data to any country, firm or person that is prohibited for export or re-export. Supplier agrees to notify LS&Co. of any Technical Data that it will provide to LS&Co. pursuant to this Agreement that is subject to control under applicable export regulations under any classification other than EAR99 (or its non-U.S. equivalent) and, in such event, shall: (a) identify the Export Controls (e.g. EAR or ITAR) and classifications (e.g. ECCN) applicable to such Technical Data, including any required third party licenses, consents or authorizations; (b) notify LS&Co. of such Export Controls; (c) obtain any such required third party licenses, consents or authorizations or, if and as requested by LS&Co., cooperate with and assist LS&Co. in obtaining such third party licenses, consents or authorizations; and (d) provide any copies of such licenses, consents or authorizations requested by LS&Co. to demonstrate compliance with the Export Controls.

29.15 Conflict of Interest. Supplier shall not pay any salaries, commissions, fees or make any payments or rebates to any employee or agent of LS&Co., or to any designee of such employee or agent, or favor any employee or agent of LS&Co., or any designee of such employee or agent, or otherwise provide any gifts, entertainment, services or goods to such employees or agents that are of a value in excess of that which is reasonable and customary in LS&Co.’s industry, which might unduly influence LS&Co.’s actions with respect to Supplier, which might embarrass LS&Co. if revealed publicly, or which might violate any Law (collectively, “Gratuities”). Supplier agrees that its obligation to LS&Co. under this Section 29.15 shall also be binding upon Supplier Agents. Supplier further agrees to insert the provisions of this Section 29.15 in each contract with a Supplier Agent. If LS&Co. has a reasonable cause to believe that Supplier has, before or after the Effective Date, provided any Gratuities in violation of this Section 29.15, LS&Co. may, upon notice to Supplier, terminate this Agreement, in whole or in part, without payment of any Termination Charge, as of the date specified by LS&Co. in its notice of termination.

29.16 Publicity. Supplier will not use or make any direct or implied reference to LS&Co.’s trade name, brands, or company logo in any manner whatsoever, except with the specific prior approval of LS&Co. in each instance. Supplier shall not make any statement, advertisement or publicity, nor issue any marketing letter disclosing the existence, terms or the subject matter of this Agreement without the specific prior approval of LS&Co.

29.17 LS&Co. Reporting Hotline. As of the Effective Date, LS&Co. maintains a reporting hotline for its vendors and other interested parties to anonymously report any matters free of discrimination or retaliation pertaining to: (a) accounting, auditing or other financial reporting irregularities; (b) unethical business conduct (including safety, environment, conflicts of interest, theft

46.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

and fraud); or (c) violations of applicable Law. The reporting hotline may be accessed by telephone or by Internet. LS&Co. reserves the right to investigate all reports made to the hotline in compliance with applicable Laws or as it otherwise deems necessary in accordance with LS&Co.’s policies and procedures.

29.18 Language Requirements. Supplier shall provide any and all documentation or Services that Supplier is required to provide pursuant to this Agreement (including all training documentation) in English and, if required by LS&Co. in connection with LS&Co.’s business operations in regions where English is not the predominately-spoken language, or where the requirements of local law may require communications in certain languages in addition to English, in such other languages identified by LS&Co.

[The next page is the signature page.]

47.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

IN WITNESS WHEREOF, each of LS&Co. and Supplier has caused this Agreement to be signed and delivered by its duly authorized representative.

Levi Strauss & Co.	Wipro Limited
Signature	Signature
Name	Name
Title	Title

48.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.,

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 1

DEFINITIONS

49.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“ABAC Policy” has the meaning given in Section 4.5 of the Agreement.

“Acceptance Testing Period” has the meaning given in Exhibit 5.

“Actual RUs” has the meaning given in Exhibit 4.

“Additional Criteria” has the meaning given in Exhibit 3.

“Additional Resource Charge” or “ARC” has the meaning given in Exhibit 4.

“ARC Rate” has the meaning given in Exhibit 4.

“Affected Contractors” means those contractors of LS&Co. (or certain Affiliates) and LS&Co. Agents performing services related to the Services for LS&Co. (or certain Affiliates) prior to the Effective Date.

“Affected Employees” means those employees of LS&Co. (or certain Affiliates) and LS&Co. Agents performing services related to the Services for LS&Co. (or certain Affiliates) prior to the Effective Date.

“Affiliate” means, with respect to any entity, any other entity that now or in the future is Controlling, Controlled by, or under common Control with the entity, and in the case of LS&Co., includes any other entity that now or in the future: (a) is managed or operated by LS&Co., or (b) is owned through stock ownership by a shareholder of LS&Co.

“Agreement” has the meaning given in the Preamble of the Agreement.

“Annual Certification” has the meaning given in Section 4.5 of the Agreement.

“Annual Review” has the meaning given in Exhibit 5.

“Annual Productivity Gains” has the meaning given in Exhibit 4.

“Applicable Terms” means all terms of the Managed Agreements applicable to Supplier’s provision of the Services and Supplier’s use of the goods and services provided under the Managed Agreements.

“At Risk Amount” means for any month during the Term, [****]* percent of the Charges paid or payable by LS&Co. in such month.

“Assigned Agreements” has the meaning given in Exhibit 2.

“Assignment Date” has the meaning given in Exhibit 2.

“Auditors” has the meaning given in Section 18 of the Agreement.

“Background Technology” of a Party means all Intellectual Property that (a) is (i) owned or licensed by such Party or its Affiliates, or by third parties under contract to such Party or its Affiliates; and (ii) is in existence in electronic or written form on or prior to the Effective Date or (b) is developed, acquired, or licensed by such Party after the Effective Date independently of the work undertaken pursuant to the Agreement.

50.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“Base Charges” means the monthly charges associated with the Resource Baselines, which charges are subject to adjustment pursuant to ARCs and RRCs.

“Base Workforce” has the meaning given in Exhibit 4.

“Benchmark Results” means the final results of the Benchmarking Process delivered by the Benchmarker in a written report to LS&Co. and Supplier, including any supporting documentation requested by LS&Co. or Supplier to analyze the results of the Benchmarking Process.

“Benchmark Review Period” means the 30-day period following receipt by LS&Co. and Supplier of the Benchmark Results.

“Benchmarker” means a third party specified on Exhibit 11 that shall conduct the Benchmarking Process.

“Benchmarking Process” means the objective measurement and comparison process that measures the performance and cost to LS&Co. of the Services against the performance and cost of similar services in the industry.

“Benchmarking Report” has the meaning given in Section 17.3 of the Agreement.

“Benefits Services” means the benefit and related services set forth in Attachment 2.1.

“Billing Region” has the meaning given in Exhibit 4.

“Blocked Person” means any person or transaction: (a) named or listed by any Governmental Authority on a list maintained by such Governmental Authority as a known or suspected terrorist, terrorist organization, prohibited person or a special designated national; subject to any economic, trade, or transactional sanctions imposed by any Governmental Authority on a list maintained by such Governmental Authority; or (c) otherwise banned or blocked pursuant to any Law.

“Change Management Process” means the process and procedures applicable to all Changes, as such process is set forth in the Operations Manual.

“Change in Control” means any event or series of events that result directly or indirectly in a change in the management or Control of a Party. Without limiting the generality of the foregoing, the following shall be considered a Change in Control: the (a) consolidation or merger of a Party with or into any entity; (b) sale, transfer or other disposition of all or substantially all of the assets of a Party; or any change in the beneficial ownership of 20% or more (or such lesser percentage that constitutes Control) of the outstanding voting securities or other ownership interests of a Party.

“Change(s)” means any change to the Services, including change to the Software, Systems or Equipment used to provide the Services, if such change would alter in any material respect: (a) the functionality, performance standards or technical environment of the Software, Systems or Equipment used to provide the Services; (b) the manner in which the Services are provided; or (c) the composition of the Services.

“Chargeable Project Support” has the meaning given in Exhibit 4.

“Charges” means amounts payable by LS&Co. to Supplier pursuant to the Agreement.

51.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“Claimed Error” has the meaning given in Section 17.3 of the Agreement.

“Commencement Date” means, with respect to a Service Category or specified part thereof, the date on which Supplier assumes responsibility for the provision of the applicable Services, as such date is specified in the Transition Plan.

“Commissioned Materials” means any Software, associated Documentation, or other materials developed by or on behalf of Supplier and Supplier Agents: (a) pursuant to Article 6; (b) pursuant to specifications or other directions provided by LS&Co. or LS&Co. Agents, whether such specifications or directions are developed alone by such Parties or jointly with the Supplier (regardless of whether or not developed pursuant to Article 6); or (c) pursuant to a Project that is part of the Services; in each case whether developed independently or jointly with LS&Co. or LS&Co. Agents.

“Comparable Deals” has the meaning given in Section 17.1 of the Agreement.

“Confidential Information” of LS&Co. or Supplier means all information and documentation of LS&Co. and Supplier, respectively, whether disclosed to or accessed by LS&Co. or Supplier in connection with the Agreement, including: (a) with respect to LS&Co., all LS&Co. Data and all information of LS&Co. or its respective customers, suppliers, contractors and other third parties doing business with LS&Co., including (i) information regarding its business, projects, operations, finances, activities, affairs, research, development, products, technology, network architecture, internal procedures, business models, business plans, business processes, marketing and sales plans, customers, finances, personnel data, computer system and program designs, processing techniques and generated outputs, procurement processes or strategies or suppliers, and any LS&Co. ideas, trade secrets, inventions (whether or not patentable), patent applications, proposals, techniques, formulas, methods of operation and other intellectual property, and (ii) any information that LS&Co. is required by Law or company policy to maintain as confidential, including personnel and payroll records, and any other information that relates to or is about, an identified or identifiable person (including LS&Co. Personal Data); (b) with respect to LS&Co. and Supplier, the terms of the Agreement; and (c) any information developed by reference to or use of LS&Co.’s or Supplier’s Confidential Information; except that apart from LS&Co. Personal Data or to the extent otherwise provided by Law, the term “Confidential Information” shall not include information that: (w) is independently developed by the recipient, as demonstrated by the recipient’s written records, without violating the disclosing Party’s proprietary rights; (x) is or becomes publicly known (other than through unauthorized disclosure); (y) is already known by the recipient at the time of disclosure (other than through unauthorized disclosure), as demonstrated by the recipient’s written records, and the recipient has no obligation of confidentiality other than pursuant to the Agreement or any confidentiality agreements between LS&Co. and Supplier entered into before the Effective Date; or (z) is rightfully received by a Party free of any obligation of confidentiality.

“Consumption Pricing” has the meaning given in Exhibit 4.

“Contract Change” means any change that would: (a) alter the cost of the Services to LS&Co.; or (b) modify any term or condition in the Agreement.

“Contract Change Log” has the meaning given in Exhibit 5.

“Contract Change Process” means the procedures and requirements set forth in Exhibit 5 applicable to a Contract Change.

52.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“Contract Change Request” has the meaning given in Exhibit 5.

“Contract Year” means one of a series of consecutive 12-month periods during the Term, the first of which begins on June 1, 2015.

“Contractor Facilitation Meeting” has the meaning given in Exhibit 5.

“Control” means, with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities (or other ownership interest), by contract, or otherwise.

“CPR” has the meaning given in Section 17.5 of the Agreement.

“Critical Deliverable” has the meaning given in Exhibit 2.

“Critical Service Level” means a Service Level for which a Service Level Credit may be payable. Critical Service Levels are identified as “critical” in Exhibit 3.

“Critical Service Level Failure” has the meaning given in Exhibit 3.

“Critical Transition Milestone” means any milestone in the Transition Plan designated as a “critical” milestone.

“Cure Plan” has the meaning given in Section 18.3(b) of the Agreement.

“Data Protection Laws” means all Laws regarding data protection, privacy, data security or the handling of information about individuals in any jurisdiction where the Services are provided or received or where any processing of Personal Data relating to the provision or receipt of the Services takes place.

“Data Protection Model Clauses” has the meaning given in Section 13.8 of the Agreement.

“Deadband” has the meaning given in Exhibit 4.

“Deliverable Credit” has the meaning given in Exhibit 2.

“Deliverable” has the meaning given in Exhibit 2.

“Derivative Works” means works based upon one or more preexisting works, or any other form in which work is recast, transformed, revised, adapted or otherwise changed.

“Disaster Recovery Plan” has the meaning given in Section 14.1 of the Agreement.

“Dispute” has the meaning given in Section 22.1 of the Agreement.

“Divested Entity” has the meaning given in Section 5.5(b) of the Agreement.

“Documentation” means, with respect to Software and tools, all materials, documentation, specifications, technical manuals, user manuals, flow diagrams, file descriptions and other written information that describes the function and use of such Software or tools.

53.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“EEA” had the meaning given in Section 13.3 of the Agreement.

“Effective Date” means November 7, 2014.

“End Date” means the last day of the Termination Assistance Period.

“Equipment” means computers and related equipment, including central processing units and other processors, controllers, modems, communications and telecommunications equipment (voice, data and video), cables, storage devices, printers, terminals, other peripherals and input and output devices, and other tangible mechanical and electronic equipment intended for the processing, input, output, storage, manipulation, communication, transmission and retrieval of information and data.

“Executive Steering Committee” means a committee established by the Parties pursuant to Exhibit 5 with an equal number of members from LS&Co. and Supplier.

“Existing Performance” has the meaning given in Exhibit 3.

“Export Controls” means all export control and national security laws or regulations of the United States, other countries and all other applicable Governmental Authorities, including the United States Department of Commence Denial and Probation Orders and sanctions administered by the Office of Foreign Assets Control.

“Extension Period” means any extension by LS&Co. of the Initial Agreement Term in accordance with Section 2.2 of the Agreement.

“Fixed Fee” has the meaning given in Exhibit 4.

“Force Majeure Event” has the meaning given in Section 14.2 of the Agreement.

“FTE” has the meaning given in Exhibit 4.

“FTE Increment” has the meaning given in Exhibit 4.

“Government Officials” has the meaning given in Section 4.5 of the Agreement.

“Governmental Approvals” means all licenses, consents, permits, approvals and authorizations of any Governmental Authority, or any notice to any Governmental Authority, the granting of which is required by Law, including Regulatory Requirements, for the consummation and performance of the transactions contemplated by the Agreement or the provision of Services under the Agreement.

“Governmental Authority” means any Federal, state, municipal, local, territorial, or other governmental department, regulatory authority, or judicial or administrative body, whether domestic, foreign, or international.

“Gratuities” has the meaning given in Section 29.15 of the Agreement.

“Income Tax” means any tax on or measured by the net income of a corporation, partnership, joint venture, trust, limited liability company, limited liability partnership, association or other organization or entity (including taxes on capital or net worth that are imposed as an alternative to a tax based on net or gross income), or taxes which are of the nature of excess profits tax, gross receipts tax, minimum tax on tax preferences, alternative minimum tax, accumulated earnings tax, personal holding company tax, capital gains tax or franchise tax for the privilege of doing business.

54.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“Indemnified Party” has the meaning given in Section 26.4 of the Agreement.

“Indemnifying Party” has the meaning given in Section 26.4 of the Agreement.

“Individual Transition Managers” has the meaning given in Section 5.1 of the Agreement.

“Initial Agreement Expiration Date” means May 31, 2020.

“Initial Agreement Term” has the meaning given in Section 2.1 of the Agreement.

“Initial Review Period” has the meaning given in Exhibit 3.

“Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask works; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patents and industrial property rights; (e) other proprietary rights in intellectual property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in subsections (a) through (e) of this sentence.

“Intellectual Property” means all algorithms, APIs, apparatus, circuit designs and assemblies, Confidential Information, databases and data collections, designs, diagrams, documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, network configurations and architectures, procedures, processes, protocols, schematics, software code (in any form including source code and executable or object code), specifications, subroutines, techniques, tools, uniform resource identifiers, user interfaces, web sites, works of authorship, and other forms of technology and intellectual property.

“Interest” means the lesser of (a) the Wall Street Journal Prime Rate as published in the Wall Street Journal on the first business day of the month in which the undisputed amount was invoiced or (b) the maximum rate of interest allowed by Law.

“Issue” has the meaning given in Section 17.5 of the Agreement.

“Key Supplier Personnel” means the Supplier Governance Executive and such other members of the Supplier Staff designated as Key Supplier Personnel on Exhibit 13.

“Law” means any declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, requirement or other binding restriction of or by any Governmental Authority, including any modified or supplemented version of the foregoing and any newly adopted Law replacing a previous Law.

“Losses” means any and all damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts and professionals or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment).

55.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“LS&Co.” has the meaning given in the preamble to the Agreement.

“LS&Co. Agents” means the employees, officers, directors, agents, contractors, personnel and representatives of LS&Co., other than Supplier and Supplier Agents, exercising any of LS&Co.’s rights or performing any of LS&Co.’s obligations under the Agreement.

“LS&Co. Agent NDA” has the meaning given in Section 18.6(d) of the Agreement.

“LS&Co. Change in Law” means a change in a Law applicable to LS&Co. and its business (i.e., LS&Co. would be liable to a Governmental Authority in the case of non-compliance with the Law) that affect the receipt of the Services, other than Supplier Change in Law.

“LS&Co. Competitor” means the companies identified as competitors of LS&Co. and listed on Exhibit 12, as such list of competitors of LS&Co. may be updated by LS&Co. from time to time upon notice to Supplier; except that LS&Co. may provide such a notice no more than once in each calendar quarter.

“LS&Co. Consents” means all licenses, consents, permits, approvals and authorizations that are necessary to allow: (a) Supplier and Supplier Agents to use: (i) LS&Co.’s owned and leased assets; (ii) the services provided for the benefit of LS&Co. under LS&Co.’s third party services contracts; (iii) the LS&Co. Software; and (b) LS&Co. to assign the Assigned Agreements to Supplier and Supplier to manage and administer the Managed Agreements, if any, pursuant to the terms of the Agreement.

“LS&Co. Data” means: (a) all data and information (i) submitted or made available to Supplier or Supplier Agents by or on behalf of LS&Co.; (ii) obtained, developed or produced by Supplier or Supplier Agents in connection with the Agreement; or (iii) to which Supplier or Supplier Agents have access in connection with the provision of the Services; and (b) all derivatives of any of the foregoing. LS&Co. Data includes any LS&Co. Personal Data contained therein.

“LS&Co. Default Cure Period” has the meaning given in Section 23.4(b) of the Agreement.

“LS&Co. Default Notice” has the meaning given in Section 23.4(b) of the Agreement.

“LS&Co. Derivative Works” means any Derivative Works of LS&Co. Software or LS&Co. Background Technology and any associated Documentation developed by or on behalf of LS&Co., including where developed by Supplier or Supplier Agents.

“LS&Co. Equipment” has the meaning given in Section 7.2 of the Agreement.

“LS&Co. Global Lead” means, with respect to a particular Service Category, the individual LS&Co. personnel with overall responsibility for that Service Category on a global basis. For clarity, the LS&Co. Global Lead does not include any regional lead with respect to the applicable Service Category.

“LS&Co. Governance Executive” has the meaning given in Section 10.1 of the Agreement.

56.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“LS&Co. Governmental Approvals” means all Governmental Approvals that LS&Co. is required by Law to obtain, maintain, or provide, other than Supplier Governmental Approvals.

“LS&Co. Marks” has the meaning given in Section 12.8 of the Agreement.

“LS&Co.-Owned Materials” has the meaning given in Section 12.6 of the Agreement.

“LS&Co. Personal Data” means any LS&Co. Data which is Personal Data.

“LS&Co. Policies” means: (a) the policies and standards of LS&Co. applicable to the Services (such as LS&Co.’s Worldwide Code of Business Conduct, the ABAC Policy, the LS&Co. Terms of Engagement and policies covering information and physical security, professional conduct, health and safety, access to physical locations, access to and use of information systems) as may be made available to Supplier by LS&Co. from time to time, including any such policies and standards applicable at an individual LS&Co. Service Location; (b) the business control and information protection policies and standards as may be made available to Supplier by LS&Co. from time to time (including the Global Information Security Policies and Standards); (c) the policies and standards listed on Exhibit 9, as amended by LS&Co. from time to time; and (d) any related LS&Co. procedures that implement the policies and standards in clauses (a) through (c) (inclusive), as such procedures may be made available to Supplier by LS&Co. from time to time.

“LS&Co. Proprietary Software” means Software and any associated Documentation that is owned, acquired or developed by LS&Co. and used in connection with the provision of the Services.

“LS&Co. Service Location(s)” means the locations of LS&Co. at which Services are provided to LS&Co. by Supplier and Supplier Agents.

“LS&Co. Software” means the LS&Co. Proprietary Software, the LS&Co. Third Party Software, and the LS&Co. Derivative Works, collectively.

“LS&Co. Terms of Engagement” means LS&Co.’s Business Partner Terms of Engagement, as amended from time to time. At the Effective Date, LS&Co.’s Business Partner Terms of Engagement are included within LS&Co.’s Sustainability Guidebook.

“LS&Co. Third Party Contractors” has the meaning given in Section 5.6 of the Agreement.

“LS&Co. Third Party Software” means the Software and Documentation that is licensed or leased by LS&Co. from a third party and used in connection with the provision of the Services.

“LS&Co. Tools” has the meaning given in Exhibit 4.

“LS&Co. Transition Responsibility” has the meaning given in Section 5.1 of the Agreement.

“Malware” has the meaning given in Section 21.2(e) of the Agreement.

“Managed Agreement” has the meaning given in Exhibit 2.

“Managed Agreement Invoice” has the meaning given in Exhibit 2.

57.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“Materials” has the meaning specified in Section 21.2(c) of the Agreement.

“Measuring Tools” has the meaning given in Exhibit 3.

“Measurement Interval” has the meaning given in Exhibit 3.

“Milestone Amount” has the meaning given in Exhibit 4.

“Minimum Service Level” means the minimum level of performance for a Service Level as set forth in Exhibit 3.

“Monthly Workforce Charge” has the meaning given in Exhibit 4.

“New Entity” and “New Entities” has the meaning given in Section 5.5(a) of the Agreement.

“New Service” means any new service or significant change to the Services requested by LS&Co.: (a) that is materially different from the Services; (b) that requires materially different levels of effort or resources from Supplier; and (c) for which there is no current Resource Baseline or charging methodology. New Services shall not include (y) increases in the volume of Services, or (z) the disaggregation of an existing Service from a category of Services (or other functional service area).

“New Service Proposal” has the meaning given in Section 6.1 of the Agreement.

“Nonconformity” has the meaning given in Exhibit 5.

“Non-Critical Services” has the meaning given in Section 11.7 of the Agreement.

“Objection Notice” has the meaning given in Exhibit 3.

“Operations Manual” means the manual prepared by Supplier in accordance with the schedule set forth in the Transition Plan and the requirements in Exhibit 5 that contains the Change Management Process and related procedures that Supplier must follow in connection with changes to the Services, the Systems and LS&Co.’s technology environment.

“Overhead Functions” has the meaning given in Exhibit 4.

“Parties” means LS&Co. and Supplier, collectively.

“Party” means either LS&Co. or Supplier, as applicable.

“Pass-Through Expense” means a third party expense that the Parties have agreed shall be paid directly by LS&Co. without markup, commission or rebate and administered by the Supplier. All pass-through expenses are designated in Exhibit 4.

“Payment Based Milestone” has the meaning given in Exhibit 4.

“Performance Target” has the meaning given in Exhibit 3.

“Personnel Projection Matrix” has the meaning given in Exhibit 4.

58.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“Permitted Areas” has the meaning given in Section 7.3 of the Agreement.

“Permitted Parties” has the meaning given in Section 19.1 of the Agreement.

“Personal Data” means any (a) information or data which identifies or is capable of identifying an individual, or is otherwise defined as “personal information” or “personal data” by applicable Laws including: (i) an individual’s name, address, phone number, e-mail address, initials, social security number, ID number or credit card information; and (ii) information, data and materials, including demographic, medical and financial information, that relate to the past, present, or future physical or mental health or condition of an individual or the provision of health care to an individual, and (b) other information or data which relates to a living individual who can be identified from that information or data, or from that data and information and other data or information which is in the possession of, or is likely to come into the possession of, the data controller or a third party, and includes any expression of opinion about the individual and any indication of the intentions of the data controller or any other person in respect of the individual.

“Pricing Table” has the meaning given in Exhibit 4.

“Processing” means, in relation to information or data, obtaining, recording or holding the information or data or carrying out any operation or set of operations on the information or data, including organization, adaptation or alteration of the information or data; retrieval, consultation or use of the information or data; disclosure of the information or data by transmission, dissemination or otherwise making it available; or alignment, combination, blocking, erasure or destruction of the information or data, and “process / processes / processed” shall be interpreted accordingly.

“Process Improvement Team” has the meaning given in Exhibit 5.

“Productive Hours” has the meaning given in Exhibit 4.

“Project” means any discrete amount of work undertaken in accordance with Exhibit 2 that is not a Service, New Service or Change. Each Project must be carried out pursuant to the approval process in Exhibit 2 and the Operations Manual. In no event will any of the following activities be considered Projects for purposes of the Agreement: (a) any activity that is already within the scope of the Services; and (b) any activities that were not approved by LS&Co. pursuant to the Agreement.

“Rates” has the meaning given in Exhibit 4.

“Reduced Resource Credit” or “RRC” has the meaning given in Exhibit 4.

“Region” has the meaning given in Exhibit 3.

“Regional Service Delivery Manager” has the meaning given in Exhibit 5.

“Regulatory Requirements” means the Laws to which LS&Co. is required to submit, or voluntarily submits, from time to time.

“Relief Event” has the meaning given in Exhibit 3.

“Resource” has the meaning given in Exhibit 4.

59.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“Resource Baseline” has the meaning given in Exhibit 4.

“Resource Unit” or “RU” has the meaning given in Exhibit 4.

“RRC Rate” has the meaning given in Exhibit 4.

“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or any successor or similar Laws.

“Service Audit Standards” means the standards applicable to the provision of a service audit by a service auditor (e.g., a SOC Report), including any applicable auditing standards, including any modified or supplemented version of the foregoing and any newly adopted standard replacing a previous standard. At the Effective Date the applicable Service Audit Standards are the International Standard on Assurance Engagements No. 3402 and the Statement on Standards Attestation Engagements No. 16.

“Service Category” means a grouping of elements of the Services, as provided in Exhibit 2.

“Service Category Regional Tower Lead Committee” has the meaning given in Exhibit 5.

“Service Level” means a component of the Services that is measured in accordance with the criteria given in Exhibit 3.

“Service Level Credit” means an amount credited to LS&Co. as a result of a Service Level Failure.

“Service Level Definitions Document” has the meaning given in Exhibit 3.

“Service Level Failure” has the meaning given in Exhibit 3.

“Service Level Improvement Plan” has the meaning given in Exhibit 3.

“Service Level Report” has the meaning given in Exhibit 3.

“Service Location(s)” means any LS&Co. Service Location or Supplier Service Location, as applicable.

“Service Recipients” means LS&Co., LS&Co. Agents and customers, business partners, vendors and joint venture partners whose relationship with LS&Co. involves the use of or interaction with the Services, including LS&Co. Third Party Contractors (to the extent that such LS&Co. Third Party Contractors are performing services for LS&Co. and need access to LS&Co. systems).

“Service Tax” has the meaning given in Section 16.2 of the Agreement.

“Services” has the meaning given in Section 3.1 of the Agreement.

“SOC” has the meaning given in Section 18.3(a) of the Agreement.

“SOC Reports” has the meaning given in Section 18.3(a) of the Agreement.

“Software” means: (a) the source code and object code versions of any applications, operating system software, computer software languages, utilities, other computer programs, in whatever form or media, including the tangible media upon which the foregoing are recorded, together with all corrections, improvements, updates and releases thereof; (b) any software development and performance testing tools, and related know-how, methodologies, processes, technologies or algorithms; and (c) any Documentation related to any of the foregoing.

60.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“Spike Notice” has the meaning given in Exhibit 4.

“Standards” has the meaning given in Section 18.3(b) of the Agreement.

“Statement of Work” means the description of certain Services and Supplier obligations specified in Exhibit 2.

“Step-In Date” has the meaning given in Section 14.5 of the Agreement.

“Step-Out Date” has the meaning given in Section 14.5 of the Agreement.

“Step-Out Notice” has the meaning given in Section 14.5 of the Agreement.

“Step-Out Plan” has the meaning given in Section 14.5 of the Agreement.

“Stranded Costs” means: (a) the reasonable and actual severance cost incurred by Supplier to terminate dedicated (as of the time of the termination of the Agreement) Supplier Staff providing Services exclusively in the terminated Service Category whose employment with Supplier cannot reasonably be continued; provided that: (i) LS&Co. shall only be liable to reimburse termination benefits which Supplier is obligated to provide by applicable Law and/or by Supplier’s policies applicable to all employees of Supplier providing services similar to the Services; (ii) Supplier shall not be entitled to recover such expenses that are associated with any dedicated Supplier Staff transitioned to LS&Co. in connection with the termination of a Service Category; (iii) Supplier shall not be entitled to recover such expenses that are associated with any dedicated Supplier Staff that have been re-deployed at the effective date of termination; and (iv) Supplier shall not be entitled to recover such expenses to the extent that they exceed 2 calendar months of actual demonstrated salaries, and related expenses previously paid to such dedicated member of the Supplier Staff; (b) costs associated with early termination of third party service agreements exclusively dedicated to LS&Co. (at the time of the termination of the Agreement), to the extent that such third party service agreements cannot reasonably be redeployed; and (c) unamortized investments in tools, hardware, pre-paid software and other operations infrastructure used by Supplier primarily to provide the Services in the applicable Service Category (such investments to be amortized over a standard 36-month period with the exception of pre-paid software which will be amortized over no more than a 12-month period). In connection with the recovery of any Stranded Costs under the Agreement, Supplier shall submit a detailed estimate of the anticipated Stranded Costs, together with a description of the manner in which such expenses may be mitigated or reduced, within 30 days of the determination that such expenses will be payable under the Agreement. Stranded Costs to be recovered by Supplier shall be reduced to the extent LS&Co. or its designees assume financial obligations that Supplier would otherwise have incurred as a result of a termination of the Agreement by LS&Co. In addition, Supplier shall, in all cases, use all reasonable efforts to minimize the amount of any Stranded Costs.

“Substantial Change” has the meaning given in Exhibit 4.

“Substantial Workforce Change” has the meaning given in Exhibit 4.

“Successor” has the meaning given in Section 25.1 of the Agreement.

61.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“Supplier” has the meaning given in the preamble to the Agreement.

“Supplier Agents” means the employees, officers, directors, agents, contractors, personnel and representatives of Supplier performing any of Supplier’s obligations under the Agreement.

“Supplier Change in Law” means a change in a Law applicable to Supplier and Supplier’s business (i.e., Supplier would be liable to a Governmental Authority in the case of non-compliance with the Law) that affect the provision or receipt of the Services, together with any change in a Law that applies to LS&Co. as a result of the consummation of the transactions contemplated by the Agreement.

“Supplier Competitor” means those competitors specified on Exhibit 12.

“Supplier Consents” means all licenses, consents, permits, approvals and authorizations that are necessary to allow: (a) Supplier and Supplier Agents to use: (i) the Supplier Software and Supplier tools, (ii) any assets owned or leased by Supplier; and (iii) any other Software or Equipment used in connection with the Services; (b) Supplier and Supplier Agents to: (i) use any third party services retained by Supplier to provide the Services during the Term and the Termination Assistance Period; and (ii) grant to LS&Co. the rights (including assignments of Intellectual Property Rights) in the LS&Co.-Owned Materials and other Intellectual Property transferred or licensed to LS&Co. hereunder; and (d) Supplier to fulfill its obligations under Article 25 of the Agreement.

“Supplier Default Cure Period” has the meaning given in Section 23.4(a) of the Agreement.

“Supplier Default Notice” has the meaning given in Section 23.4(a) of the Agreement.

“Supplier Delivery Processes” has the meaning given in Exhibit 5.

“Supplier Derivative Works” means Derivative Works of Supplier Software, Supplier Background Technology, and any associated Documentation developed by or on behalf of Supplier or Supplier Agents, excluding in all cases, Commissioned Materials.

“Supplier Equipment” means that Equipment leased or owned by Supplier and Supplier Agents that is used by Supplier and Supplier Agents to provide the Services.

“Supplier Global Lead” means, with respect to a particular Service Category, the individual Supplier Staff member with overall responsibility for that Service Category on a global basis. For clarity, the Supplier Global Lead does not include any regional lead with respect to the applicable Service Category.

“Supplier Governance Executive” has the meaning given in Section 10.2 of the Agreement.

“Supplier Governmental Approvals” means all Governmental Approvals that Supplier is required by Law to obtain, maintain, or provide, together with any Governmental Approvals that either Party is required by Law to obtain, maintain or provide as a result of the Agreement.

“Supplier Parent” means Wipro Limited, an India registered company with its head office in Bangalore.

“Supplier Proprietary Software” means the Software owned by or on behalf of Supplier and used in connection with the Services.

62.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“Supplier Service Location” means a location of Supplier or Supplier Agent approved by LS&Co. and listed on Exhibit 7.

“Supplier Software” means the Supplier Proprietary Software, the Supplier Third Party Software and the Supplier Derivative Works, collectively.

“Supplier Staff” means the personnel of Supplier and Supplier Agents who provide the Services.

“Supplier Third Party Software” means the Software and Documentation licensed, leased or otherwise obtained by Supplier from a third party that is used in connection with the Services or with any Supplier Software or LS&Co. Software.

“Supplier Tools” has the meaning given in Exhibit 4.

“Supplier Transition Director” has the meaning given in Section 5.1 of the Agreement.

“Systems” means the Software, tools and the Equipment, collectively, used in connection with the Services.

“Technical Data” has the meaning given in Section 29.14 of the Agreement.

“Term” means the Initial Agreement Term and any renewal terms agreed to by the Parties in accordance with Section 2.2 of the Agreement.

“Termination Assistance Period” means a period of time designated by LS&Co., commencing on a date designated by LS&Co., after LS&Co. has determined that there shall be a termination or expiration of the Agreement or any other cessation of all or any part of the Services (including due to a divestiture or partial termination by LS&Co.), in each case as requested by LS&Co. and continuing for up to 18 months after the last day of the Term, and which may be extended by LS&Co. for up to an additional 6 months, during which Supplier shall provide the Termination Assistance Services with respect to any part of the Services being terminated in accordance with Article 25 of the Agreement.

“Termination Assistance Services” means Supplier’s (and Supplier Agents’) provision of: (a) the Services (and any replacements thereof or substitutions therefore); (b) cooperation with LS&Co. and Successor as necessary to facilitate the smooth and orderly transition of the Services to Successor; (c) information relating to the number and function of each of the Supplier Staff; (d) subject to the approval of LS&Co., a plan for the smooth and orderly transition of the performance of the Services from Supplier to LS&Co. or Successor; (e) training for personnel of LS&Co. and/or Successor in the performance of the Services being transitioned to Successor; (f) access to the Supplier Staff so that LS&Co. or its designees may extend offers of employment to such staff; waivers of Section 11.8 of the Agreement with respect to Supplier Staff; waivers of any prohibitions in any employment agreements with such individuals that may restrict such individuals from accepting offers from LS&Co. or Successor; cooperation with Successors efforts to hire such staff, including not making counter offers; (g) information related to the Services that will assist LS&Co. in drafting requests for proposals relating to the Services, and cooperation with, and due diligence information for, recipients of such requests for proposals; and (h) other services requested by LS&Co. necessary to facilitate the transfer of Services.

“Termination Charge” has the meaning given in Section 24.1 of the Agreement.

63.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

“Test” has the meaning given in Section 18.3(b) of the Agreement.

“Third Party Contracts” means: (a) the third party agreements, if any, that are assigned to Supplier in connection with the Agreement; and (b) and the Managed Agreements, collectively.

“Transition Charge” means a charge for the Transition Services. The Transition Charge is specified by Transition Milestone in Exhibit 8, with each such payment due and payable in accordance with the terms in Exhibit 4 and the Agreement.

“Transition Credit” means a credit applied against the Charges as a result of Supplier’s failure to meet a Transition Milestone, which credit is specified in the Transition Plan.

“Transition Milestones” means milestones, including Critical Transition Milestones, relating to Supplier’s obligations to complete certain Transition Services on certain dates in accordance with the Transition Plan. The Transition Milestones are specified in the Transition Plan.

“Transition Period” means the period after the Effective Date during which Supplier is providing Transition Services with respect to a portion of the Services (as such portion of the Services is identified in the Transition Plan) prior to the Commencement Date for such portion of such Services.

“Transition Plan” means the high-level transition plan set forth in Exhibit 8 and any more detailed transition plan developed by Supplier and approved by LS&Co. after the Effective Date.

“Transition Services” has the meaning given in Section 5.1 of the Agreement.

“Undertakings” has the meaning given in Exhibit 2.

“Unit Rate” has the meaning given in Exhibit 4.

“Use” means the right to use, execute, reproduce, perform, display, maintain, modify, enhance, create Derivative Works of, make and have made.

“Validated Average” has the meaning given in Exhibit 3.

“Validation Period” has the meaning given in Exhibit 3.

“Validation Service Level” has the meaning given in Exhibit 3.

“Volume Band” has the meaning given in Exhibit 4.

“Wave” has the meaning given in Exhibit 8.

“Weighting Factor” has the meaning given in Exhibit 3.

“Work Order” has the meaning given in Exhibit 2.

“Work Product” means any manuals, reports, diagrams, data models, schematics, training materials and similar items created by Supplier or Supplier Agents in the course of performing the Services.

64.

EX-10.30

Exhibit 10.30

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 2

DESCRIPTION OF SERVICES

CONFIDENTIAL

EXECUTION VERSION

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

TABLE OF CONTENTS

1. Introduction			1
	1.1	Purpose	1
	1.2	References	1
	1.3	Definitions	1
2. Services			1
	2.1	Overview	1
	2.2	Charges	1
	2.3	Operations Manual	1
	2.4	Service Categories	2
	2.5	Provision of Services	2
	2.6	Service Delivery Practices	2
3. Equipment and Third Party Agreements			2
	3.1	Managed Agreements	2
	3.2	Assigned Agreements	3
4. Evolution			3
	4.1	Service Delivery	3
	4.2	Periodic Review	3
	4.3	Support of Evolution	4
5. Projects			4
	5.1	Projects	4
	5.2	Work Order	4
	5.3	Critical Deliverables	4
	5.4	Change Orders	4
	5.5	Reprioritization and Cancellation	5
6. Finance Services – Undertakings			5
	6.1	Debt and other Covenants	5

LS&Co. – Exhibit 2 – Description of Services Page i

CONFIDENTIAL

EXECUTION VERSION

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

1. INTRODUCTION.

1.1 Purpose. This Exhibit describes the Services to be performed for LS&Co. by Supplier pursuant to the Agreement.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated. The following terms shall have the meaning set out below:

(a) “Assigned Agreements” means the third party agreements, if any, that the Parties agree are to be assigned to Supplier in connection with the Agreement. As of the Effective Date, there are no Assigned Agreements.

(b) “Assignment Date” has the meaning given in Section 3.2.

(c) “Critical Deliverable” has the meaning given in Section 5.3.

(d) “Deliverable” means a deliverable (including any material, document, information or data) to be provided to LS&Co. by Supplier pursuant to the Agreement, including anything that is specified as such in a Work Order, the Transition Plan, a New Services Proposal or elsewhere in the Agreement. A Deliverable may include software, documentation, manuals, instructions, specifications and requirements or project plans. For clarity, for any Deliverable that consists of Software, Supplier shall provide as part of such Deliverable all source code and Documentation related to such Software unless expressly specified otherwise by the Parties.

(e) “Deliverable Credit” means a credit applied against the Charges as a result of Supplier’s failure to meet a Milestone, which credit is specified in the Work Orders.

(f) “Managed Agreement” means the third party agreements, if any, that the Parties agree are to be managed by Supplier pursuant to the Agreement. As of the Effective Date, there are no Managed Agreements.

(g) “Managed Agreement Invoice” means any invoice submitted by third parties in connection with the Managed Agreements.

(h) “Undertakings” has the meaning given in Section 6.1.

(i) “Work Order” means a document (substantially in a form and format acceptable to LS&Co.) that authorizes Supplier’s performance of the services, tasks and responsibilities for a Project. A Work Order shall specify the business requirements of LS&Co., the services, tasks and responsibilities to be performed by Supplier, each Deliverable and its associated milestone and Deliverable Credit, the Charges to be paid by LS&Co. for Supplier’s completion of the Project and such other items required by LS&Co.

2. SERVICES.

2.1 Overview. This Exhibit describes the Services to be performed for LS&Co. by Supplier pursuant to the Agreement.

2.2 Charges. Supplier shall be responsible for providing the personnel and other resources necessary to provide the Services, and provide all of the Services within the Base Charges, as such may be varied in accordance with Exhibit 4.

2.3 Operations Manual. Supplier shall be responsible for developing and maintaining the Operations Manual. Supplier shall update the Operations Manual (and provide LS&Co. with a copy of such updated manual) to reflect any changes to the content of the Operations Manual, including changes to the Services and Supplier’s operations. The Operations Manual shall include: (a) a detailed description of how Supplier will perform and deliver the Services, including describing the activities to be performed; (b) a list, and description of, the Equipment and Software being used; (c) the policies and procedures applicable to the Services as well as the other standards and procedures of Supplier pertinent to LS&Co.’s interaction with Supplier in obtaining the

LS&Co. – Exhibit 2 – Description of Services Page 1

CONFIDENTIAL

EXECUTION VERSION

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Services; (d) reference links to configuration data relating to any supported Equipment; (e) the documentation (e.g., operations manuals, end user guides, specifications) which provide further details of all activities to be performed by Supplier with respect to Software and Equipment; (f) details on the direction, supervision, monitoring, staffing, reporting, planning and oversight activities normally undertaken to provide services of the type Supplier is to provide; (g) descriptions of any specific acceptance testing and quality assurance procedures approved by LS&Co.; and (h) the incident management, problem management and escalation procedures. The Operations Manual shall be suitable for use by the Service Recipients to understand and perform the Services. The Operations Manual shall be in an electronic format and available through a web interface to LS&Co. and all Supplier Staff.

2.4 Service Categories. For purposes of ease of organization and reference, the Services have been divided into multiple Service Categories under the Agreement. The Service Categories as of the Effective Date, and the Attachments which set forth the objectives of each Service Category and the Parties’ responsibilities under each Service Category, are set forth in the following table:

Attachment Reference #	Service Category
2.1	Human Resource Services
2.2	Finance Services
	Information Technology Services
2.3.1	Network Services
2.3.2	Deskside Support Services
2.3.3	Cross-Functional Services
2.3.4	Server Operations Center Services
2.3.5	Service Desk Services
2.3.6	Global Information Security Services
2.3.7	IT Applications Services
2.3.8	Test Center of Excellence Services
2.4	Customer Service Services
2.5	Consumer Relations Services

2.5 Provision of Services. Supplier shall commence the provision of particular Services: (a) when the associated Transition Milestone identified in the Transition Plan has been completed; or, (b) for Services that are not directly associated with a Transition Milestone, upon the earlier of: (i) the completion of all Transition-related activities associated with the applicable Service Category; and (ii) the completion of the Transition.

2.6 Service Delivery Practices. Supplier shall implement, maintain and comply with the processes, practices, standards and methodologies applicable to each Service. Without limiting the foregoing, Supplier shall implement, maintain and comply with the specific processes, practices, standards and methodologies that are set out in or incorporated in a Statement of Work.

3. EQUIPMENT AND THIRD PARTY AGREEMENTS.

3.1 Managed Agreements. Supplier shall administer the Managed Agreements and related invoices as specified in this Section 3.1 and shall comply with all Applicable Terms. Supplier shall provide LS&Co. with reasonable notice of any renewal, termination or cancellation dates and fees with respect to the Managed Agreements. Supplier shall not renew, modify, terminate or cancel, or request or grant any consents or waivers under, any Managed Agreements without the consent of the LS&Co. Governance Executive. Any fees or charges or other liability or obligation imposed upon LS&Co. in connection with (a) any renewal, modification, termination, or cancellation of, or consent or waiver under, the Managed Agreements, obtained or given without LS&Co.’s consent as required under the foregoing sentence or (b) Supplier’s failure to comply with the Applicable Terms shall be paid or discharged, as applicable, by Supplier. Supplier shall: (x) receive all Managed Agreement Invoices; (y) review and seek correction of any errors in any such Managed Agreement Invoices in a timely manner; and (z) submit such Managed Agreement Invoices to LS&Co. within a reasonable period of time prior to the due date or, if a discount for payment is offered, the date on which LS&Co. may pay such Managed Agreement Invoice with a discount. LS&Co. shall pay the Managed Agreement Invoices received and approved

LS&Co. – Exhibit 2 – Description of Services Page 2

CONFIDENTIAL

EXECUTION VERSION

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

by Supplier. LS&Co. shall only be responsible for payment of the Managed Agreement Invoices and shall not be responsible to Supplier for any management, administration or maintenance fees of Supplier in connection with the Managed Agreement Invoices. LS&Co. shall not be responsible for any late fees and other associated charges, including interest charges, with respect to the Managed Agreement Invoices if Supplier failed to submit the applicable Managed Agreement Invoices to LS&Co. for payment within a reasonable period of time prior to the date any such Managed Agreement Invoice is due, and in any case, no later than 10 business days prior to the due date of such Managed Agreement Invoice; provided however that where a Managed Agreement Invoice is provided to Supplier such that Supplier is unable to submit the Managed Agreement Invoice to LS&Co. at least 10 business days prior to the due date, Supplier’s obligation shall be to work diligently (i) to submit the invoice to LS&Co. as promptly as possible after receipt; and (ii) to obtain an extension to the due date of such Managed Agreement Invoice. If Supplier fails to submit a Managed Agreement Invoice to LS&Co. for payment in accordance with the preceding sentence, Supplier shall also be responsible for any discount not received with respect to such Managed Agreement Invoice. If Supplier fails to submit any Managed Agreement Invoice to LS&Co. for payment more than 60 days after Supplier’s receipt of such invoice, Supplier shall be responsible for payment of the entire amount of the invoice (less any amounts properly disputed by Supplier with respect to the Managed Agreement Invoice), including any late fees and other associated charges, including interest charges; provided that such 60-day period will be extended by the number of days taken by Supplier to have the third party correct any errors in a Managed Agreement Invoice or to resolve any dispute properly raised by Supplier with respect to that Managed Agreement Invoice; provided further, that in order to obtain such an extension, Supplier must work diligently in addressing any errors or disputes relating to that Managed Agreement Invoice.

3.2 Assigned Agreements. Supplier shall assume all responsibility (including all obligations and post-assignment liability) for each Assigned Agreement on and from the date that the Assigned Agreement is assigned to Supplier (“Assignment Date”). Supplier shall agree to be bound by the terms of such Assigned Agreement from and after the Assignment Date. Any modification, termination or cancellation fees or charges imposed upon LS&Co. in connection with any modification, termination or cancellation of, or consent or waiver under, an Assigned Agreement made by Supplier after the Assignment Date shall be paid by Supplier. If LS&Co. has prepaid any amounts under any Assigned Agreement which apply to obligations to be performed after the Assignment Date, Supplier shall reimburse or credit LS&Co. (at LS&Co.’s discretion) for such amounts on the first invoice provided by Supplier to LS&Co. after such amounts have been identified. Supplier shall, as of the Assignment Date, pay the invoices submitted by third parties in connection with each Assigned Agreement and shall thereafter be responsible for any late fees with respect to such third party invoices.

4. EVOLUTION.

4.1 Service Delivery. For each Service Category, Supplier shall: (a) perform the applicable Services using generally accepted processes and methods of service delivery and technology for services similar to such Services, as each of the foregoing is evolved, supplemented, modified or enhanced during the Term; and (b) with LS&Co.’s prior approval and without additional charge to LS&Co., improve and advance the quality, efficiency and effectiveness of the processes and methods of service delivery and technology to support LS&Co.’s efforts to maintain its competitiveness in the markets in which it competes and to keep pace with the advancements and improvements that occur during the Term, including adopting processes and methods of service delivery and technology that: (i) Supplier uses in providing such services to its other customers; (ii) are generally accepted in the industry applicable to such Services; or (iii) are generally adopted in LS&Co.’s industries during the Term.

4.2 Periodic Review. Supplier shall meet with LS&Co. periodically, at least once during every 180-day period or as otherwise requested by LS&Co., to inform LS&Co. of any new processes and methods of service delivery and technology Supplier is developing or processes and methods of service delivery and technology trends and directions of which Supplier is aware that could reasonably be expected to have an effect on LS&Co.’s business operations.

LS&Co. – Exhibit 2 – Description of Services Page 3

CONFIDENTIAL

EXECUTION VERSION

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

4.3 Support of Evolution. Supplier shall: (a) train Supplier Staff in new processes and methods of service delivery and technology used generally within Supplier’s organization or used generally within Supplier’s industry and approved by LS&Co. for use in the Services; (b) make investments in processes and methods of service delivery and technology to improve the quality, efficiency and effectiveness of the processes and methods of service delivery and technology and to support LS&Co.’s efforts to maintain its competitiveness in the markets in which it competes; (c) research and propose reasonable improvements to the Services, and the process and methods of service delivery and technology, to improve the quality, efficiency and effectiveness of the processes and methods of service delivery and technology and to support LS&Co.’s efforts to maintain its competitiveness in the markets in which it competes; (d) meet with LS&Co. periodically, at least once during every 180-day period or as otherwise requested by LS&Co., to inform LS&Co. of, and discuss with LS&Co., any new processes and methods of service delivery and technology that could be implemented to improve the quality, efficiency and effectiveness of the processes and methods of service delivery and technology and to support LS&Co.’s efforts to maintain its competitiveness in the markets in which it competes; and (e) permit LS&Co. to have at least one representative (selected by LS&Co.) on any advisory board or other group established by Supplier for the purpose of soliciting or obtaining customer input with regard to any investment in the processes and methods of service delivery and technology.

5. PROJECTS.

5.1 Projects. Supplier shall perform Projects as directed by LS&Co. and in accordance with the Agreement. From time to time, and at LS&Co.’s sole discretion, LS&Co. may request that Supplier perform a Project. LS&Co. may initiate such a request by submitting or otherwise communicating to Supplier the details of the Project and LS&Co.’s business requirements with respect to a Project.

5.2 Work Order. Upon LS&Co.’s request, Supplier shall, at no cost to LS&Co., prepare a draft Work Order in accordance with LS&Co.’s specified business requirements for LS&Co.’s review; provided however that Supplier may charge for the preparation of a Work Order where the LS&Co. Governance Executive and the Supplier Governance Executive agree in writing that Supplier may charge for the preparation of an identified Work Order. If revisions are required to a draft Work Order, Supplier shall make such revisions at no cost to LS&Co. and submit the revised Work Order to LS&Co. for review and approval. A Work Order shall become effective and binding on the Parties only after such Work Order has been executed by both the Parties and no work shall be commenced by Supplier on a Project prior to receipt of LS&Co.’s approval for such Project. Projects shall be performed on a fixed-price, time-and-materials or other basis, depending on the nature of the Project and the pricing structure agreed upon by the Parties in the Work Order. No Charges for a Project or expenses shall be payable by LS&Co. under a Work Order unless expressly agreed upon by LS&Co. pursuant to such Work Order. Supplier shall track the productive hours spent by Supplier Staff performing Project activities in accordance with an agreed upon time tracking policy so that LS&Co. can properly track productive hours spent by Supplier Staff. Any time or resources that Supplier Staff expend on the Services shall not be billed to LS&Co. as chargeable Project support.

5.3 Critical Deliverables. The Work Order shall specify the dates for completion of the milestones and Deliverables (each a “Critical Deliverable”). If Supplier fails to achieve any Critical Deliverable by the completion date specified for such Critical Deliverable in the Work Order, LS&Co. shall not be required to pay any portion of the Charge associated with the Critical Deliverable unless and until Supplier’s completion of the Critical Deliverable is approved by LS&Co. If Supplier fails to complete any Critical Deliverable for which a Deliverable Credit is due by the date specified for such Critical Deliverable in the Work Order, then Supplier shall apply the Deliverable Credit against the Charges. In addition to any Deliverable Credit payable by Supplier in accordance with the Work Order if Supplier fails to meet the date specified for the Critical Deliverable, Supplier shall not be entitled to any further compensation beyond the agreed to Charge associated with the Critical Deliverable for the additional work associated with completing such Critical Deliverable after such date.

5.4 Change Orders. In the event of any changes to an executed Work Order, including changes to the description of the applicable Project, or any functional or technical requirements or acceptance criteria, Supplier shall promptly prepare a draft change order that describes such changes to the executed Work Order. Such change orders shall: (a) reflect LS&Co.’s requested changes; and (b) propose reasonable adjustments, if any, to the schedule and delivery dates described in the applicable Work Order, the date by which each Deliverable is to be completed, if applicable, and the estimated or fixed fees for the applicable Work Order. LS&Co.’s request for such draft change orders will not affect the Work Order until the change order has been executed by LS&Co. If LS&Co. accepts a draft change order, the Parties shall execute such change order and the Work Order to which it relates will be amended accordingly.

LS&Co. – Exhibit 2 – Description of Services Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

5.5 Reprioritization and Cancellation. Supplier acknowledges and agrees that LS&Co. has the right, in its sole discretion, to reprioritize, stop or suspend any Project at any time upon informing the Supplier Governance Executive. LS&Co. shall not be obligated to pay Supplier any additional compensation associated with stopping or suspending a Project, except to the extent that LS&Co. agrees in advance and in writing to cover specific and identified costs that are directly related to a temporary suspension of a Project (such as agreed-to lease charges, and wages for Supplier Staff that Supplier is unable to temporarily reassign during the period of any delay), and provided that such costs shall not exceed any cap agreed to by the Parties. Supplier shall stop performing the Project work in an orderly manner as of the date specified by LS&Co., and Supplier shall only be entitled to charge LS&Co. for actual performance provided by Supplier for chargeable Project work up to the date specified in LS&Co.’s notice.

6. FINANCE SERVICES – UNDERTAKINGS.

6.1 Debt and other Covenants. With respect to Supplier’s performance of the Finance Services set out in the applicable Statement of Work (and such other applicable Services) and without limiting Supplier’s other obligations under this Agreement, Supplier shall perform the Services in compliance with all of the undertakings of LS&Co. in any financial instrument, financial covenant or other similar undertaking of LS&Co. as such undertakings are communicated to Supplier from time to time (including any ABL credit agreement, ISDA agreement with bank counterparties or bond indentures) (the “Undertakings”). Supplier shall perform the Services as necessary to keep LS&Co. in compliance with the Undertakings; except that, to the extent that Supplier is required to perform obligations above and beyond those specified in the applicable Statement of Work, such that Supplier would be required to incur material additional costs or an increase in a material manner to the Supplier Staff beyond, in each case, that which is ordinarily used or incurred by Supplier to provide the Services, then Supplier may, in accordance with the Contract Change Process, request that LS&Co. pay the incremental costs related to such material increase. Without limiting the foregoing, Supplier shall, with respect to the Undertakings: (a) support all debt related reporting requirements and needs; (b) participate in, and assist with, periodic and ad-hoc audits of accounts receivable and inventory; (c) provide to LS&Co. such financial information of LS&Co. as is required by the applicable admin agent, trustees and paying agents (including creating documents in the form and format, and containing the information, specified by LS&Co. or the admin agent, trustee or paying agent); (d) support restrictions related to intercompany transactions; and (e) support regular audits of LS&Co.’s supply chain from SKU to standard cost (which may require access across multiple systems).

LS&Co. – Exhibit 2 – Description of Services Page 5

CONFIDENTIAL

EXECUTION VERSION

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

MASTER SERVICES AGREEMENT*

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 2

DESCRIPTION OF SERVICES

ATTACHMENT 2.1

DESCRIPTION OF SERVICES – HUMAN RESOURCE SERVICES

* Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	INTRODUCTION	1
2.	EMPLOYEE RELATIONS	1
3.	LEAVE ADMINISTRATION	4
4.	EMPLOYEE DATA MANAGEMENT	6
5.	BENEFITS ADMINISTRATION	7
6.	RECRUITMENT	11
7.	COMPENSATION ADMINISTRATION	15
8.	PERFORMANCE MANAGEMENT	17
9.	OFFBOARDING	18
10.	HR HELPDESK	20
11.	HRIS	23
12.	HR LANGUAGE SUPPORT	26

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

Purpose: This Exhibit describes the Services to be performed for LS&Co. by Supplier pursuant to the Agreement.References: References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto.Definitions: As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated. The Services to be provided by Supplier to LSA, LSE, & AMA under this Agreement are categorized into the following Processes:

• Employee Relations

• Leave Administration

• Employee Data Management

• Benefits Administration

• Recruitment

• Compensation Administration

• Performance Management

• Off boarding

• HR Helpdesk

• HRIS

Without limiting Section 3.1 of the Agreement, the Services include (a) the services, functions and responsibilities described in this Attachment; and (b) the services, functions and responsibilities identified in the roles and responsibilities matrices contained within this Attachment for which Supplier is responsible (i.e., those Services which have an “✓” in the column labeled Supplier).

Without limiting the obligations in this Attachment or elsewhere in the Agreement, Supplier shall, at its sole cost and expense, use its best efforts to obtain and maintain certified solution partner status for Workday applications (and any other Workday related certifications that are necessary for Supplier to provide any Services related to Workday). In addition, Supplier shall expeditiously onboard to the account, and in any event by no later than April 1, 2015, 3 technical specialists (the cost and expense for which are within the Charges) and 4 functional specialists for Workday (the cost and expense for 1 such specialist during the Transition Period being within the Charges) who shall be available at the LS&Co. Service Location specified by LS&Co., and such positions shall form part of the LS&Co. account for the Term. The Parties shall discuss and mutually agree any increases to the Charges to reflect the addition of such 3 functional specialists during the Transition Period and the retention of all 4 functional specialists on the account for the duration of the Term; provided, however, that the rate applicable to any such specialists charged to LS&Co. shall not exceed [****]^* (subject to any reasonable yearly adjustments agreed to by the Parties to reflect changes in resource costs; provided that no such adjustment shall be effective until the expiration of Contract Year 1). In addition, where agreed to by LS&Co., Supplier shall be entitled to charge travel and lodging related expenses on a Pass-Through Expense basis (and subject to the requirements in Exhibit 4) with respect to any functional specialist who is required by LS&Co. to travel to a LS&Co. Service Location in order to perform their duties.

2. EMPLOYEE RELATIONS.

Supplier will be responsible for performing the Employee Relations (ER) Process. The Employee Relation Process consists of a comprehensive set of integrated functions and responsibilities that constitute support for, or relate to resolution of, employee grievances, address disciplinary and performance situations, and provide coaching to managers in connection with LS&Co.’s business, including the Supplier principal activities set forth in the following table. LS&Co. will support Supplier’s performance of the Employee Relation Process by performing the LS&Co. principal activities set forth in the following table.

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Principal Activity	Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
2.1	Employee Relations
2.1.1	Provide operating standards and procedures to aid Supplier in case resolution (i.e. policies, investigation methodology, appropriate remedies, tools, templates etc.)				✓	✓	✓
2.1.2	Develop ER training materials based on the guidance provided by LS&Co. to train Supplier’s staff on LS&Co. ER policies, processes and protocols.	✓	✓	✓
2.1.3	Approve training material.				✓	✓	✓
2.1.4	Provide trained ER subject matter experts with LS&Co. policies, processes and controls to respond to issues and inquiries and escalate to LS&Co. ER as required.	✓	✓	✓
2.1.5	Provide ER subject matter experts to provide assistance and guidance to Supplier’s ER staff. Define policies and procedures for escalation.				✓	✓	✓
2.1.6	Based on LS&Co. input, define process and channels for which cases are handled by vendor and which are escalated to LS&Co.				✓	✓	✓
2.1.7	Approve escalation process.				✓	✓	✓
2.1.8	Leverage Supplier’s experience in the ER arena to create supporting documents which may be provided for internal Supplier use or to the LS&Co. HR team to facilitate the resolution of the ER issue.	✓	✓	✓
2.1.9	Review, tailor to company-specification, and approve ER supporting documents created by Supplier				✓	✓	✓
2.1.10	Establish initial input and provide periodic input for case handling guidance.				✓	✓	✓
2.1.11	Adhere to case handling guidance.	✓	✓	✓
2.1.12	Adhere to operating standards and procedures for case resolution.	✓	✓	✓
2.1.13	ER subject matter experts conduct initial probing to determine nature of the case and apply case referral protocol as agreed.	✓	✓	✓
2.1.14	Provide managers and employees with agreed upon ER consultation services, including investigation, discovery, recommendations and coaching and case management in accordance with LS&Co. HR policies, legal requirements, established ER practices, and in consideration of Business strategic priorities as agreed for the topics: Performance management and coaching, Misconduct, Interpersonal conflicts, Harassment, Terminations for Cause and Not for Cause (including transaction processing as agreed), Absenteeism, Addressing underperformance, Working environment, Workplace accommodations, Employee grievances/complains, Other manager and employee grievances, performance issues, and/or disciplinary actions	✓	✓	✓
2.1.15	Communicate case-specific updates to employees or managers who initiated the ticket with timing agreed to with LS&Co.	✓	✓	✓
2.1.16	Identify opportunities and suggest recommendations and actions based on industry best practices	✓	✓	✓
2.1.1.17	Review and approve suggested recommendations to be part of process manuals				✓	✓	✓
2.1.18	Approve recommendations to be a part of procedure manual				✓	✓	✓
2.1.19	Seek LS&Co. ER support or consensus when non-standard solutions are recommended or as required, as agreed to with LS&Co.	✓	✓	✓
2.1.20	Respond to requests from Supplier ER subject matter experts in regard to case resolution support or required consensus, as agreed to with LS&Co.				✓	✓	✓
2.1.21	Provide case management of employment related legal claims.				✓	✓	✓
2.1.22	Provide available historical case documentation and employee historical data that relates to legal demands as directed by LS&Co.	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Principal Activity	Supplier			LS&Co.
2.1.23	Create template design documents for written correspondence associated with the ER function and direct Supplier ER SMEs on the use of templates.				✓	✓	✓
2.1.24	Utilize templates as directed and tailor as needed for written correspondence	✓	✓	✓
2.1.25	Suggest modifications to template design that arise during the course of business.	✓	✓	✓
2.1.26	Approve created template designs and any modifications thereafter.				✓	✓	✓
2.1.27	Establish mitigation strategies to address ER case trends and root causes.				✓	✓	✓
2.1.28	Provide workshop facilitation on ER topics as directed by LS&Co.	✓	✓	✓
2.1.29	Provide standard reports as agreed.	✓	✓	✓
2.1.30	Provide custom and ad hoc reports as appropriate	✓	✓	✓
2.1.31	Identify, analyse and implement opportunities to drive continuous improvement and improve efficiency	✓	✓	✓
2.1.32	Share all regulatory and government updates with LS&Co gathered through best practice sharing sessions	✓	✓	✓
2.1.33	Collaborate with LS&Co. to make the required process or documentation change based on the regulatory and government updates	✓	✓	✓
2.2	Case Management
2.2.1	Identify and report ER case trends and root causes to LS&Co. as agreed and provide recommendations and actions for improvement.	✓	✓	✓
2.2.2	Develop and/or refresh annually the escalation protocol to determine incident handling response (which calls go immediately to Supplier ER specialist for handling)	✓	✓	✓
2.2.3	Approve the annual escalation protocol framework				✓	✓	✓
2.2.4	For open employee relations cases, review files of Supplier and work with LS&Co. to determine previous leaves and employee relations cases that may impact current case. Ensure final recommendation takes into account previous leaves and employee relations cases as appropriate	✓	✓	✓
2.3	Disability and Recovery Support (DRS)
2.3.1	Lead resolution of less complex requests for accommodations based on agreed guidance from LS&Co. for employees with disabilities.	✓	✓	✓
2.3.2	Respond to escalations regarding accommodation issues related to LS&Co. employees with disabilities.				✓	✓	✓
2.4	Employment Corrective Action
2.4.1	Establish corporate policies regarding corrective actions.				✓	✓	✓
2.4.2	Counsel LS&Co. managers on corporate policies and applicable legal implications related to corrective actions.	✓	✓	✓
2.4.3	Counsel LS&Co. managers (for escalated cases) on corporate policies and applicable legal implications related to corrective actions.				✓	✓	✓
2.4.4	Manage the corrective action process.	✓	✓	✓
2.4.5	Manage corrective action process for escalated cases.				✓	✓	✓
2.5	Internal or External Charge Investigation and Resolution
2.5.1	Complete investigation and/or manage vendors as required.				✓	✓	✓
2.5.2	Work with outside counsel and coordinate responses.				✓	✓	✓
2.5.3	Participate as needed in settlement resolution process.				✓	✓	✓
2.5.4	Provide available employee data to assist LS&Co. in responding to internal or external charge cases in accordance with Agreement.	✓	✓	✓
2.6	Legislative Updates
2.6.1	As legislative changes with respect to employment and labor law occur, provide input into required revisions and changes to templates and processes.				✓	✓	✓
2.6.2	Coordinate revisions and changes to templates and processes as agreed with LS&Co.	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Principal Activity	Supplier			LS&Co.
2.6.3	Provide available employee data to assist LS&Co. in responding to legislative changes.	✓	✓	✓
2.7	Unemployment Insurance/Compensation Claim Dispute Process
2.7.1	Manage, investigate and protest unlawful dismissal claims as needed (data support to be provided by Supplier).				✓	✓	✓
2.7.2	Any data support for social & compliance audits or external audits / legal cases.	✓	✓	✓

3. LEAVE ADMINISTRATION.

The scope of the Leave Administration services will be to provide all Leave related administrative support to all LS&Co. employees.

No.	Process Steps	Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
3.1	Leave Policy and Communication
3.1.1	Develop leave policies.				✓	✓	✓
3.1.2	Develop leave communications content (regulatory, policy, and procedures) to include updates to Leave Packets.				✓	✓	✓
3.1.3	Maintain the leave communication packets by making ordinary content updates as directed by LS&Co.	✓	✓	✓
3.1.4	Approve changes to leave communication packets				✓	✓	✓
3.1.5	Assist with development of leave communications by providing input (subject matter expertise regarding legal and industry best practices) to LS&Co. proposed communications material.	✓	✓	✓
3.1.6	Provide information and forms/documentation to LS&Co. associates regarding leave policies.	✓	✓	✓
3.1.7	Identify, analyse and implement opportunities	✓	✓	✓
	to drive continuous improvement and improve efficiency.
3.1.8	Share all regulatory and government updates with LS&Co gathered through best practice sharing sessions	✓	✓	✓
3.1.9	Collaborate with LS&Co. to make the required process or documentation change based on regulatory and government updates	✓	✓	✓
3.2	Leave/ Administration (including Short and Long term Disability)
3.2.1	Establish eligibility guidelines for leaves related to specific Company leave policies.				✓	✓	✓
3.2.2	Provide data entry, verification, record keeping, contact center support and fulfillment support for all leaves. Including but not limited to the following:
	• Review leave requests for consistency with leave policies Administer leave program within documented guidelines Process approved and denied leaves
	• onitor leaves for adherence to LS&Co. policies (e.g. regulatory practices, pay practices) and take action to correct any discrepancies
	• Tracking and invoicing of premium billing notices and reconcile premium payments received with what was billed	✓	✓	✓
	• Track and collect premiums from employees who have not submitted payment for coverage that is not covered by LS&Co.
	• Initiate and administer return from leave process
	• Provide status updates to Human Resources contacts as designated by LS&Co.

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier			LS&Co.
	• Administer the Leave Exhaustion process
	• Reconciling absence management with leave (where systems/time tracking is done) prior to monthly payroll
	• Provide leave details to payroll for terminations/severance
	• Provide data for statutory updates to relevant stakeholders
3.2.3	Determine and communicate to employees eligibility for requested leave based on Company leave policies.	✓	✓	✓
3.2.4	Escalate any leave requests that fall outside of guidelines to LS&Co.	✓	✓	✓
3.2.5	Provide final decision on approval or denial for leave requests that fall outside of Company leave policies.					✓	✓	✓
3.2.6	Track leaves usage.	✓	✓	✓
3.2.7	Work with other in-scope teams to determine if there are implications to other work streams (employee relations, etc.) that could be impacted by employee being on leave.	✓	✓	✓
3.2.8	Manage communication with employees on leave.	✓	✓	✓
3.2.9	Provide entitlement tracking for leave eligibility.	✓	✓	✓
3.2.10	Provide monthly leave reporting, including leave of absence reporting, to internal stakeholders such as Finance and external stakeholders as agreed to with LS&Co.	✓	✓	✓
3.2.101	Process leave payments in accordance with country laws / regulations and LS&Co. policies, for example, calculate and provide notification to LS&Co. for any other offsets to LS&Co. disability payments.	✓	✓	✓
3.2.12	Create the content for the LS&Co. website.					✓	✓	✓
3.2.13	Update content on LS&Co. website.	✓	✓	✓
3.2.14	Enter leave accrual adjustments in HRIS monthly to maintain audit requirements.	✓	✓	✓
3.3	Workers’ Compensation and Accident Insurance
3.3.1	Select and manage Workers’ Compensation Claims (WC Provider) or local equivalent.					✓	✓	✓
3.3.2	Identification and notification of on the job injury (Employee or employee’s manager contacts Vendor).					✓	✓	✓
3.3.3	Review Accident/Illness Report Form as reported by the employee and the employee’s manager.					✓	✓	✓
3.3.4	Complete and submit the Accident report form to the WC Provider or local equivalent (as applicable) to initiate the claim process.	✓	✓	✓
3.3.4	Review injury claim and incident work location, if possible, to avoid future employee injuries.					✓	✓	✓
3.3.5	Coordinate with insurance and health care provider to determine viability of claim and necessary length of leave.					✓	✓	✓
3.3.6	Complete the appropriate Workers Compensation Form (or local equivalent).	✓	✓	✓
3.3.7	Provide the Workers Compensation / Insurance Form to the WC / Insurance Provider so that they can coordinate the claim.	✓	✓	✓
3.3.8	Track Workers’ compensation/Insurance forms—and claim administration process.					✓	✓	✓
3.3.9	Respond to questions from WC Provider/Insurance and Health Care Provider.					✓	✓	✓
3.3.10	Provide injured employee with their FMLA (or equivalent) notification if the employee is out of work as a result of the illness/injury.	✓	✓	✓
3.3.11	Complete leave related paperwork and enter relevant data into Workday and forward paperwork to Payroll.	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier			LS&Co.
3.3.12	Provide earnings and headcount information for insurance renewal process / equivalent process across regions.	✓	✓	✓
3.3.13	Prepare information for workers compensation premium.				✓	✓	✓
3.3.14	Pay workers compensation premium.				✓	✓	✓
3.3.15	Provide earnings and headcount information for LS&Co. wide workers compensation insurance renewal process.	✓	✓	✓
3.4	Leave Management – Return to Work
3.4.1	Establish the policies and accountabilities to address return to work plans for employees with disabilities and any other type of work restrictions.				✓	✓	✓
3.4.2	Coordinate and implement the processes to address Return to Work plans for employees with disabilities and any other leave related type of work restriction.	✓	✓	✓
3.4.3	Resolve medical requests for accommodations for LS&Co. employees or other applicable stakeholders with disabilities based on agreed to accommodation guidelines by LS&Co.	✓	✓	✓
	Supplier responsibilities include:
	- Handling requests for accommodations
	- Gathering eligibility information
	- Discussing with employees and managers.
3.4.4	Manage claim process and confirm claim is handled properly. Oversee the return to work process.				✓	✓	✓
3.4.5	Coordinate with employee’s manager to arrange any special accommodations that may be required for employee’s return to work.	✓	✓	✓
3.4.6	Authorize any special accommodations that may be required for employee’s return to work as per LS&Co. guidelines.				✓	✓	✓

4. EMPLOYEE DATA MANAGEMENT.

Supplier will be responsible for performing the Employee Data Management Process. The Employee Data Management Process consists of a comprehensive set of integrated functions and responsibilities that constitute timely and accurately completion of all employee transactions data entry into the human resource system in order to maintain employee satisfaction.

No.	Process Steps	Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
4.1	Strategy and Policy
4.1.1	Establish employee record management strategy and policies.				✓	✓	✓
4.1.2	Identify specific regulatory or legislative requirements that govern records management (e.g. data protection, privacy, retention, registration requirements) and identify compliance requirements.				✓	✓	✓
4.1.3	Identify, analyse and implement opportunities to drive continuous improvement and improve efficiency.	✓	✓	✓
4.1.4	Share all regulatory and government updates with LS&Co gathered through best practice sharing sessions	✓	✓	✓
4.1.5	Collaborate with LS&Co. to make the required process or documentation change based on the regulatory and government updates	✓	✓	✓
4.2	New Hire Processing and General Administration Activities
4.2.1	Provide new hire information for data entry into HR Systems where self-service is not available.				✓	✓	✓
4.2.2	Receive new hire information, enter, and verify New Hire employee data for HR, Benefits and Payroll processing.	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier			LS&Co.
4.2.3	Produce a monthly immigration compliance forms (such as I9) report and reconcile with the new hires data.	✓	✓	✓
4.2.4	Retain legacy immigration compliance forms (such as I9) for new hires and purge upon termination of employee.	✓	✓	✓
4.2.5	Update immigration compliance forms (such as I9) for employee name changes. Employee is required to submit the legal name change form to Supplier.	✓	✓	✓
4.2.6	Complete a new hire check list to ensure that all required documents have been completed. The checklist is filed in the employee file.	✓	✓	✓
4.2.7	Audit, track and chase the tentative non-confirmations that are returned based on background check results. Escalate as appropriate until issue is resolved.	✓	✓	✓
4.2.8	Track and chase new hires with pending TNC’s and resolve or terminate as applicable within guidelines provided by LS&Co.	✓	✓	✓
4.2.9	Verify information in the HR System.	✓	✓	✓
4.2.10	Maintain a log of LS&Co. new hire information received. The log will be based on LS&Co. defined new hire information required documents list.	✓	✓	✓
4.2.11	Annually prepare the Wage Notifications as required. Track and chase and follow up with employees who have not completed and returned the wage notices.	✓	✓	✓
4.2.12	Develop the Wage Notifications Report (related to the previous item).	✓	✓	✓
4.2.13	Receive, process, and store employee benefits data for global employees as per country requirements for a wide arrange of Insurance and benefit programs.	✓	✓	✓
4.2.14	Email Network ID letters (performed for employees do not have corporate email addresses on a cadence agreed to with LS&Co.) to employee managers; to be performed manually if integrations are not built.	✓	✓	✓
4.2.15	Update employee data in HR Systems for mobility (cross-border assignments and in-country transfers and special assignments).	✓	✓	✓
4.2.16	Update and maintain electronic records and reports.	✓	✓	✓
4.2.17	Run and distribute scheduled reports.	✓	✓	✓
4.2.18	Provide ad-hoc reports as requested by LS&Co.	✓	✓	✓
4.3	Physical Employee Records, Files and Documents
4.3.1	Define data content requirements (personnel file content).				✓	✓	✓
4.3.2	Provide records retention policy to Supplier.				✓	✓	✓
4.3.3	Forward/ship physical documents for storage at Supplier’s agreed to site(s), where applicable and pending global storage solution across towers.				✓	✓	✓
4.3.4	Store physical documents received at Supplier location and off-site storage according to client-defined requirements for statutory and regulatory compliance and agreed client requirements.	✓	✓	✓
4.3.5	Fulfill requests for files to employees/retirees, managers, HR and Legal per corporate standards and within agreed to timeframes.	✓	✓	✓
4.3.6	Maintain records of all LS&Co. files including checked out and returned logs.	✓	✓	✓
4.3.7	Dispose of LS&Co. files based on agreed to disposal procedures.	✓	✓	✓

5. BENEFITS ADMINISTRATION.

This document sets forth the functional Benefit Administration requirements for LS&Co., identifies the in-scope processes, primary owner for each function, and the Benefits Administration services which Supplier shall provide in accordance with the Agreement.

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
5.1	Benefits Strategy, Policy & Program Design
5.1.1	Develop benefits strategy and policies – design benefit programs to meet business goals and objectives.				✓	✓	✓
5.1.2	Provide recommendation(s) for implementation of benefits plans, strategy, federal and state compliance/legislative updates and communications.				✓	✓	✓
5.1.3	Approve or decline implementation recommendations.				✓	✓	✓
5.1.4	Develop benefits communication strategy/vision and structure/develop communications.				✓	✓	✓
5.1.5	Deploy and deliver communications to employees including but not limited to communications for open enrolment, new hires, medical retirement notices, governmental notices.	✓	✓	✓
5.1.6	Updated standard operating procedures for new/revised benefit plans.	✓	✓	✓
5.1.7	Define the strategy and direction for the enrollment process, including formats, default elections, and follow-up/reminder criteria.				✓	✓	✓
5.1.8	Notify Supplier of policy changes affecting benefits administration.				✓	✓	✓
5.1.9	Communicate notification of policy changes affecting benefits administration to LS&Co. employees using agreed-upon templates/formats.	✓	✓	✓
5.1.10	outsourcing of benefits administration.	✓	✓	✓
5.1.11	Review and comment on impact of benefits communication strategy and employee communications when prepared by LS&Co.	✓	✓	✓
5.1.12	Develop and update annual Benefits information session materials and provide to Supplier.				✓	✓	✓
5.1.13	Present Benefits information sessions.	✓	✓	✓
5.1.14	Train and update Supplier Benefits teams on LS&Co. annual benefits information.	✓	✓	✓
5.1.15	Identify, analyse and implement opportunities to drive continuous improvement and improve efficiency.	✓	✓	✓
5.1.16	Share all regulatory and government updates with LS&Co gathered through best practice sharing sessions	✓	✓	✓
5.1.17	Collaborate with LS&Co. to make the required process or documentation change based on the regulatory and government updates	✓	✓	✓
5.2	Annual Enrollment
5.2.1	Develop the plan for annual enrollment and manage the overall process.				✓	✓	✓
5.2.2	Review annual enrollment plan and provide feedback to LS&Co.	✓	✓	✓
5.2.3	Notify participants of enrollment opportunity.	✓	✓	✓
5.2.4	Administer default benefit elections, as agreed.	✓	✓	✓
5.2.5	Coordinate with 3rd party vendors and manage enrolment process.	✓	✓	✓
5.2.6	Coordinate system updates and testing with 3rd party vendors and LS&Co.	✓	✓	✓
5.2.7	Send communication to employees during plan renewal/enrollment period	✓	✓	✓
5.2.8	Receive and Process manual enrollment benefit elections forms.	✓	✓	✓
5.2.9	Notify LS&Co. of the status of the aggregate enrolment activity in conjunction with agreed to overall reporting responsibilities.	✓	✓	✓
5.2.10	For enrollments, issue electronic reminders to employees of the enrollment period deadlines, based upon agreed to business rules and employee populations. (Note that these notices may be fully automated at some point in time).	✓	✓	✓
5.2.11	Manage/Assist with employee annual enrollment issues (e.g. enrollment submissions, guidelines, enrollment issues, etc.).	✓	✓	✓
5.2.12	Administer the annual open enrollment process, including the preparation and execution of the project plan and coordination of all project activities.Enrollment includes benefit plans (including pension) for LS&Co. employees and retirees.	✓	✓	✓
5.2.13	Perform user/functional testing of system changes (applied during annual open enrollment)	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 8

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
5.2.14	Send Paper Open Enrollment Package for employee populations that have been agreed to by LS&Co. where applicable.	✓	✓	✓
5.2.15	Review & manage rate changes with 3rd party vendors and communicate new rates to Supplier.				✓	✓	✓
5.2.16	Update rates in LS&Co. systems, related tools, and employee communications.	✓	✓	✓
5.2.17	Provide benefits policy to be uploaded in the portal.				✓	✓	✓
5.2.18	Publish benefits policy in the portal.	✓	✓	✓
5.2.19	Identify eligible annual enrollment participants & submit any errors to correct.	✓	✓	✓
5.2.20	Correct eligibility errors identified by LS&Co.	✓	✓	✓
5.2.21	Generate forms and mailings (e.g. EOI mailings) required in support of benefits administration globally.	✓	✓	✓
5.3	Process Newly Eligible Employees
5.3.1	Design/Update new hire packet materials.				✓	✓	✓
5.3.2	Update new hire packets with materials provided by LS&Co.	✓	✓	✓
5.3.3	Identify eligibility post promotion, comp changes etc. and send out benefits packet.	✓	✓	✓
5.3.4	Enter accurate participant data in the HR System for designated employee groups as determined by LS&Co.	✓	✓	✓
5.3.5	Proactively investigate, communicate and resolve any significant or recurring data issues where Supplier has the responsibility for updating on behalf of LS&Co, including but not limited to identification of data discrepancies from interface error reports.	✓	✓	✓
5.3.6	Notify LS&Co. of any data errors or issues that are identified by Supplier.	✓	✓	✓
5.3.7	Liaise with third party vendors to resolve/fix data discrepancies and take all appropriate action to resolve, correct, and update discrepancies with vendors.	✓	✓	✓
5.3.8	Escalate data errors or issues to LS&Co. as required, with ownership remaining with Supplier to identify, resolve, and correct the error / issue.	✓	✓	✓
5.3.9	Perform year-end taxable benefit reconciliation as agreed.	✓	✓	✓
5.3.10	Communicate/coordinate with 3rd party vendors where necessary to confirm participant’s eligibility.	✓	✓	✓
5.3.11	Issue enrollment reminders to employees to remind them of enrollment deadline.	✓	✓	✓
5.3.12	Generate forms and mailings (e.g. EOI mailings) required in support of benefits administration globally.	✓	✓	✓
5.3.13	Calculate and program deductions for contributions, as needed for each country benefit program, and deliver accurate amounts to payroll on time.	✓	✓	✓
5.4	Life Events / Employment Status Change
5.4.1	Design Life event strategy including policies around life events.				✓	✓	✓
5.4.2	Receive and process manual enrollment benefit elections forms, where self-service is not available.	✓	✓	✓
5.4.3	Identify employees who have a change in their eligibility status, due to an employment status change.	✓	✓	✓
5.4.4	Terminate participant coverage (due to ineligibility) in the HR System	✓	✓	✓
5.4.5	Terminate or extend participant coverage for benefits in accordance with severance policies, as agreed.	✓	✓	✓
5.4.6	Generate forms and mailings (e.g. EOI mailings) required in support of benefits administration globally, and update the system records for approved documents returned from LS&Co.’s insurance provider.	✓	✓	✓
5.4.7	Update beneficiary designations where self-service is not available.	✓	✓	✓
5.4.8	Determine employee costs to be conveyed to vendors for eligibility, claims, billing, reconciliation, and preparation of accounting materials for the LS&Co. benefits accounting teams.	✓	✓	✓
5.4.9	Collect premiums directly from participants and submit amounts to the appropriate parties.				✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 9

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
5.4.10	Terminate coverage due to non-payment as agreed.	✓	✓	✓
5.4.11	Receive notification of death and death certificate from participant or survivor.	✓	✓	✓
5.4.12	File claim for death processing, and determine impact on benefits.	✓	✓	✓
5.4.13	Provide single point of contact for participant/survivor to assist with claim filing and understanding the impact on benefits.	✓	✓	✓
5.4.14	Provide corresponding documentation and/or claim forms to 3rd party vendor.	✓	✓	✓
5.4.15	Transmit status and coverage changes to carriers and third parties as agreed.	✓	✓	✓
5.4.16	Assist with life insurance claim form submission.	✓	✓	✓
5.4.17	Coordinate with 3rd parties (for administration and distribution) of benefits vouchers, including but not limited to lunch vouchers, child care vouchers, long-term service award vouchers.		✓	✓
5.4.18	Distribute benefits vouchers.					✓	✓
5.5	Billing and Reconciliation
5.5.1	Manage/reconcile and request provider payments and disbursements.	✓	✓	✓
5,5.2	Manage/reconcile trusts and escalate issues when discovered.				✓	✓	✓
5.5.3	Validate invoices and compare this to what is recorded in the HR system for enrollments.	✓	✓	✓
5.5.4	Communicate and resolve discrepancies with 3rd party vendors and LS&Co.	✓	✓	✓
5.5.5	Reconcile employee eligibility against invoices received and report on it to LS&Co. on a monthly basis; escalate vendor relations issues	✓	✓	✓
5.5.6	Provide fiscal management of plans including financial management, reconciliation of trusts, actuarial relationships/performance, plan assumptions and funding.				✓	✓	✓
5.5.7	Review Benefit plan vendor’s error reports and determine corrective actions required.	✓	✓	✓
5.5.8	Make corrections in Workday (dependent on Workday roles assigned to Supplier).	✓	✓	✓
5.5.9	Communicate corrective actions that are LS&Co.’s responsibility to correct (plan set up and configuration)	✓	✓	✓
5.5.10	Correct errors that require Workday plan set up or configuration changes.	✓	✓	✓
5.6	Regulatory Reporting
5.6.1	Provide standard reporting	✓	✓	✓
5.6.2	Access ad hoc reporting or obtain reports to gather information necessary for design and support of benefits programs, for workforce planning purposes and regulatory reporting.	✓	✓	✓
5.6.3	Provide data for statutory, regulatory, and compliance reporting and monitoring as agreed	✓	✓	✓
5.6.4	Produce statutory, regulatory, and compliance reports and test for benefits regulatory compliance.	✓	✓	✓
5.6.5	Provide fulfillment (participant) services for government mandated disclosures or equivalent.	✓	✓	✓
5.6.6	Provide notification of legislative changes that affect the in-scope benefit plans in accordance with the Agreement.				✓	✓	✓
5.7	Manage Service Requests / Escalations
5.7.1	Manage cases and escalations related to benefits claims and the benefits claims processes as agreed, including but not limited to voluntary benefits, global wellness programs, global EAP, adoptions programs.	✓	✓	✓
5.7.2	Respond to inquiries related to benefits claims and the benefits claims processes as agreed, including but not limited to voluntary benefits, global wellness programs, global EAP, adoptions programs.	✓	✓	✓
5.7.3	Escalate cases to designated LS&Co. representative when needed.	✓	✓	✓
5.7.4	Resolve escalated issues.				✓	✓	✓
5.7.5	Instruct employee on benefit eligibility appeals and final determination process.	✓	✓	✓
5.7.6	Review and make final determination on eligibility/enrollment appeals.				✓	✓	✓
5.7.7	Provide claims data to support adjudication appeals.	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 10

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
5.7.8	Resolve adjudication appeals.				✓	✓	✓
5.7.9	Respond to queries related to any ancillary benefits program including but not limited to life insurance, wellness, EAP, adoption benefits, legal insurance, and refer to carrier(s) as needed in an accurate and timely manner (as applicable per the local policies)	✓	✓	✓
5.7.10	Proactively investigate, communicate and resolve any significant or recurring data issues where Supplier has the responsibility for updating on behalf of LS&Co.	✓	✓	✓
5.7.11	Notify LS&Co. of any data errors or issues that are identified by Supplier.	✓	✓	✓
5.8	Retiree Administration
5.8.1	Provide eligibility policy				✓	✓	✓
5.8.2	Determine accurate eligibility for retiree medical coverage upon retirement and enrol/migrate them to the appropriate plan. Manage specific age and eligibility requirements for all country’s retiree medical programs as needed (for example, in the US, ensure that under 65 and over 65 retirees are transitioned to the correct medical plan)	✓	✓	✓
5.8.3	Send retirement packet to any eligible employees upon request or identification for eligibility	✓	✓	✓
5.8.4	Provide any retirement plan change information				✓	✓	✓
5.8.5	Update system of record for Retirees for plan changes as per agreed administrative responsibilities (i.e. rate changes, supplemental life coverage, deduction waivers)	✓	✓	✓
5.8.6	Work with vendor on Retiree direct bill	✓	✓	✓
5.8.7	Share annual retire rate charges				✓	✓	✓
5.8.8	Manage rate change – calculate & communicate	✓	✓	✓
5.8.9	Provide administrative support for all country retirement income programs as needed, including providing forms, information, integrations, and vendor handoffs where outsourced	✓	✓	✓

6. RECRUITMENT.

Supplier will be responsible for performing the recruitment Process. The Responsibility Matrix set forth below indicates who is accountable for certain listed processes, activities and tasks as part of the Recruitment Services.

No.	Process Steps	Supplier				LS&Co.
		LSA	LSE	AM	LSA	LSE	AMA
6.1	Strategy, Policy and Planning
6.1.1	Assess business need for talent acquisition and talent deployment.				✓	✓	✓
6.1.2	Develop workforce plan to indicate a rolling forecast with 90 day horizon.				✓	✓	✓
6.1.3	Design delivery strategy for recruitment administration and execution.	✓	✓	✓
6.1.4	Design and develop employment branding/marketing materials and related internal and external recruiting communications.				✓	✓	✓
6.1.5	Utilize developed employment branding/marketing materials and related internal and external recruiting communications for Retail and Distribution requisitions.	✓	✓	✓
6.1.6	LS&Co. will advise Supplier of changes in company policies that impact this recruitment SOW. Any material impact on Supplier costs will be captured through the change process.				✓	✓	✓
6.1.7	Identify, analyse and implement opportunities to drive continuous improvement and improve efficiency	✓	✓	✓
6.1.8	Share all regulatory and government updates with LS&Co gathered through best practice sharing sessions	✓	✓	✓
6.1.9	Collaborate with LS&Co. to make the required process or documentation change based on the regulatory and government updates	✓	✓	✓
6.2	Requirement Gathering
6.2.1	Define open job requirement.				✓	✓	✓
6.2.2	Initiate requisition and approve as appropriate.				✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 11

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier				LS&Co.
6.2.3	Edit, complete and post job requisition, and audit for accuracy as required.				✓	✓	✓
6.2.4	Discuss needs and decide sourcing strategy with hiring manager or HR as appropriate.				✓	✓	✓
6.2.5	Define and communicate level and compensation guidelines.				✓	✓	✓
6.2.6	Confirm level and compensation with LS&Co. hiring manager.				✓	✓	✓
6.2.7	Verify approval for open positions as appropriate.				✓	✓	✓
6.3	Sourcing and Screening
6.3.1	Develop sourcing plan based on delivery strategy.				✓	✓	✓
6.3.2	Provide off-limit companies or institutions as defined by LS&Co. policy.				✓	✓	✓
6.3.3	Develop or acquire sourcing licenses and database tools to support the Recruitment strategy.				✓	✓	✓
6.3.4	Design and communicate sourcing guidelines specifically related to LS&Co. brand.				✓	✓	✓
6.3.5	Mine LS&Co. resume/CV database and match candidates to open requisition.				✓	✓	✓
6.3.6	Source and mine external job boards for requisitions.				✓	✓	✓
6.3.7	Mine LS&Co. succession database and match candidates to open requisition.				✓	✓	✓
6.3.8	Distribution hires - Identify candidates per terms of applicable collective agreements or legislation (e.g. layoffs, seniority based job bidding, recalls, etc.) using the ATS				✓	✓	✓
6.3.9	Match candidates as provided (from collective agreements, works councils) to open requisition.				✓	✓	✓
6.3.10	Determine if internal candidate pool is sufficient for requisitions.				✓	✓	✓
6.3.11	Manage and execute all sourcing required to fill in-scope positions including job postings, advertising, career fairs and internet postings				✓	✓	✓
6.3.12	Manage and track employee referrals based on LS&Co. guidelines.				✓	✓	✓
6.3.13	Post Retail requisitions on levistrauss.com and Threads.	✓	✓	✓
6.3.14	Posting support on job boards, niche sites and print ads will include Retail Hourly requisitions. All costs including career fair attendance and travel must be approved by LS&Co. and passed-through with no mark-up.	✓	✓	✓
6.3.15	Manage reporting of employee referral payments consistent with LS&Co. company policy.				✓	✓	✓
6.3.16	Track applicants and status of candidate flow.				✓	✓	✓
6.3.17	Work with approved recruiting agencies for requisitions. All agency costs are retained by LS&Co.				✓	✓	✓
6.3.18	Develop job requisition and employment application.				✓	✓	✓
6.3.19	Send acknowledgement communication.				✓	✓	✓
6.3.20	Conduct initial screen for Distribution owned requisitions.				✓	✓	✓
6.3.21	Perform screen and document results for using the Application Tracking System (“ATS”) for requisitions.				✓	✓	✓
6.3.22	Receive paper resumes and screening questionnaires from retail stores and distribution centers, process and enter into the LS&Co. system for agreed upon countries and volumes.	✓	✓	✓
6.2.23	Enter assessment results into the ATS for manually processed applications and communicate to LS&Co. as required for agreed upon volumes.	✓	✓	✓
6.3.24	Rank and select candidates for hiring using the ATS.				✓	✓	✓
6.4	Candidate Assessment and Qualification
6.4.1	Develop candidate lists and develop short lists				✓	✓	✓
6.4.2	Assess candidates from short list and make selections				✓	✓	✓
6.4.3	Qualify candidates.				✓	✓	✓
6.4.4	Make contact with executive referred candidates.				✓	✓	✓
6.4.5	Administer assessments/testing using LS&Co. approved and validated tests at the cost of LS&Co.	✓	✓	✓
6.4.6	Validate candidate eligibility based upon customer’s guidelines. (Including the right to work in the country)	✓	✓	✓
6.4.7	Administer background checks as per the global policy and with support from 3rd party agencies	✓	✓	✓
6.4.8	Request medical / drug screen for candidates	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 12

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier				LS&Co.
6.4.9	Track and record results of drug testing	✓	✓	✓
6.4.10	Manage communication to denied candidates and communicate to LS&Co. for medical / drug screen	✓	✓	✓
6.4.11	Follow-up with qualified candidates and communicate to LS&Co. for medical / drug screen.	✓	✓	✓
6.4.12	Provide compliance adjudication guidelines and determine final decision for candidates in pending statuses per LS&Co. policies.				✓	✓	✓
6.4.13	Determine course of action in liaison with LS&Co. based on background check findings				✓	✓	✓
6.4.14	Communicate results of background check to candidates and to LS&Co.	✓	✓	✓
6.5	Interview and Selection
6.5.1	Administer and coordinate interview schedules, responding to request from LS&Co. for scheduling within agreed upon timeframe	✓	✓	✓
6.5.2	Respond to interview scheduling invitations within timeframe mutually agreed.				✓	✓	✓
6.5.3	Administer and coordinate selection process for requisitions.				✓	✓	✓
6.5.4	Conduct screening interview for requisitions				✓	✓	✓
6.5.5	Coordinate candidate’s travel utilizing LS&Co.’s travel center and follow LS&Co. prescribed recruitment travel policies, as requested by LS&Co. All candidate travel costs are reimbursed and retained by LS&Co.	✓	✓	✓
6.5.6	Conduct interview.				✓	✓	✓
6.5.7	Provide Interview feedback within two (2) business days.				✓	✓	✓
6.5.8	Status candidates in the ATS upon feedback from Managers.	✓	✓	✓
6.5.9	Assist Managers with hiring decision.	✓	✓	✓
6.5.10	Make hiring decision and final approval for extending offer details.				✓	✓	✓
6.5.11	Extend verbal offer for positions if directed by LS&Co.	✓	✓	✓
6.5.12	Negotiate offers.				✓	✓	✓
6.5.13	Prepare and distribute offer letters via the ATS	✓	✓	✓
6.5.14	Manage tracking and reporting databases to reflect current status and selections.	✓	✓	✓
6.6	On-boarding
6.6.1	Conduct post-offer activity of sending onboarding emails to Managers through the ATS.	✓	✓	✓
6.6.2	Request background investigations, according to LS&Co. policy and compliance.	✓	✓	✓
6.6.3	Coordinate new hire processes as required by LS&Co.	✓	✓	✓
6.6.4	Collect, track, and provide updates at intervals agreed to with LS&Co. on new hire paperwork	✓	✓	✓
6.6.5	Conduct monthly hiring manager and candidate satisfaction survey via electronic means.	✓	✓	✓
6.7	General Administration
6.7.1	Process and support visa sponsorship.	✓	✓	✓
6.7.2	Provide all Recruitment related reporting and analytics to LS&Co. as agreed to	✓	✓	✓
6.7.3	Maintain and administer recruiting systems	✓	✓	✓
6.7.4	Maintain job related web content on LS&Co.’s company websites (internal and external postings).	✓	✓	✓
6.7.5	Manage internal transfers into open positions with guidance from LS&Co.	✓	✓	✓
6.7.6	Execute LS&Co.’s recruiting process for internal, external and seasonal candidates and during peak times, including all required forms.	✓	✓	✓
6.7.7	Provide administrative support for LS&Co.’s campus recruiting process.	✓	✓	✓
6.7.8	Provide standard correspondence letters				✓	✓	✓
6.7.9	Manage declines and track all declines and disposition candidates, send relevant correspondence using standard templates as agreed to with LS&Co.	✓	✓	✓
6.8	Statutory Reporting & EEO Reporting
6.8.1	Review transactional data and collaborate with Recruitment, HR Transactions and/or LS&Co. on any required corrections to data.	✓	✓	✓
6.8.2	Inform Supplier of upcoming organizational changes/updates and special requirements.				✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 13

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier				LS&Co.
6.8.3	Report employee data related to new hires, job/employment data changes, and exits. (as required)	✓	✓	✓
6.8.4	Review and update missing gender and ethnicity data and complete reporting.	✓	✓	✓
6.8.5	Receive applicant data report via internal IT reporting team and review data for completeness.	✓	✓	✓
6.8.6	Ensure all stats from employment activity are reflected in recruiting activity.	✓	✓	✓
6.8.7	Ensure all new hires are reflected in employee data.	✓	✓	✓
6.8.8	Research outstanding items.	✓	✓	✓
6.8.9	Ensure job categories and levels are consistent with statistics and recruiting data.	✓	✓	✓
6.8.10	Provide recruiting report.	✓	✓	✓
6.8.11	Notify Supplier EEO of audit and relevant audit dates.				✓	✓	✓
6.8.12	Coordinate with Supplier EEO team on approach and action plan for responding to audit.				✓	✓	✓
6.8.13	Produce compensation analysis and AAP preparation for audit.	✓	✓	✓
6.8.14	Manage completion of request and submit to LS&Co. on timely basis.	✓	✓	✓
6.8.15	Affirmative action plan preparation	✓	✓	✓
6.8.16	Inquire and obtain information about regulatory changes.	✓	✓	✓
6.8.17	Send goals report to outside counsel for review.				✓	✓	✓
6.8.18	Send Compensation Analysis Report to outside counsel for review.				✓	✓	✓
6.8.19	Send LS&Co. a listing of the EEO Coordinators previously on file with Supplier.	✓	✓	✓
6.8.20	Send Supplier any edits to EEO Coordinator listing.				✓	✓	✓
6.8.21	Complete year-end reporting	✓	✓	✓
6.8.22	Finalize recruiting weights.				✓	✓	✓
6.8.23	Analyze reporting and provide questions/feedback to Supplier.				✓	✓	✓
6.8.24	Finalize year-end reporting (including outside counsel review).				✓	✓	✓
6.8.25	Prepare reporting for exhibits.	✓	✓	✓
6.8.26	Finalize Goals Report and send to Supplier.				✓	✓	✓
6.8.27	Finalize Compensation Analysis Report and send to Supplier.				✓	✓	✓
6.8.28	Send Narrative to outside counsel for review.				✓	✓	✓
6.8.29	Send Policy Statement Letter to outside counsel for review.				✓	✓	✓
6.8.30	Send finalized Narrative to Supplier.				✓	✓	✓
6.8.31	Send finalized Policy Statement Letter to Supplier.				✓	✓	✓
6.8.32	Update Narrative with EEO Coordinator contact info and plan year.	✓	✓	✓
6.8.33	Prepare Workforce Analysis reports (review salary ranges; titles, pay grades, etc.).	✓	✓	✓
6.8.34	Prepare Job Group Analysis reports).	✓	✓	✓
6.8.35	Prepare Availability Analysis reports (review availability by job group against ESR).	✓	✓	✓
6.8.36	Prepare Utilization Analysis reports (by job group).	✓	✓	✓
6.8.37	Identify Goals where under-utilization occurs and provide Goals summary report.	✓	✓	✓
6.8.38	Prepare Compensation Analysis reports which include male versus female and minority versus non-minority analysis.	✓	✓	✓
6.8.39	Review all reports and provide questions and feedback to Supplier.				✓	✓	✓
6.8.40	Review all reports with outside counsel; provide questions and feedback to Supplier.				✓	✓	✓
6.8.41	Review goals with internal counsel.				✓	✓	✓
6.8.42	Finalize all analysis reports (including internal/outside counsel review).				✓	✓	✓
6.8.43	Prepare EEO-1 Reports and Vets-100A reports as required and forward to LS&Co. for review and sign-off.	✓	✓	✓
6.8.44	Review reports and provide corrections if necessary.				✓	✓	✓
6.8.45	Revise reports and post on EEOC and DOL website by the published reporting deadlines.	✓	✓	✓
6.8.46	Publish AA Plans				✓	✓	✓
6.8.47	Prepare two final copies of AAPs for Women & Minorities and AAPs for Veterans & Disabled: 1 to LS&Co. and 1 to outside counsel; e-copy posted on SharePoint for EEO Coordinator and workplace. Equivalent regional process steps to be included during transition.	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 14

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier		LS&Co.
6.8.48	Distribute VP HR goals memo to all HO people managers.		✓	✓	✓
6.8.49	Distribute goal memos to local managers and send confirmation to Corporate HR.		✓	✓	✓
6.8.50	Post policy statement at each location and send confirm to Corporate HR.		✓	✓	✓
6.8.51	Save Confirmation from EEO Coordinator re: distribution of goals memo and post policy.		✓	✓	✓

7. COMPENSATION ADMINISTRATION.

Supplier will be responsible for performing compensation administration. The Responsibility Matrix set forth below indicates who is accountable for certain listed processes, activities and tasks as part of the compensation administration Services.

No.	Process Steps	Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
7.1	Building compensation strategy & plan
7.1.1	Establishing an organizational strategy, objectives and grouping tasks into jobs				✓	✓	✓
7.1.2	Developing a compensation strategy based on job specification and requirements				✓	✓	✓
7.1.3	Budgeting for the compensation plan				✓	✓	✓
7.1.4	Identify, analyse and implement opportunities to drive continuous improvement and improve efficiency	✓	✓	✓
7.1.5	Share all regulatory and government updates with LS&Co gathered through best practice sharing sessions	✓	✓	✓
7.1.6	Collaborate with LS&Co. to make the required process or documentation change based on the regulatory and government updates.	✓	✓	✓
7.2	Evaluating current compensation plans & systems
7.2.1	Evaluating the compensable and non- compensable factors currently existing in the organization				✓	✓	✓
7.2.2	Survey request from the research analysts (Mercer, Hewitt etc.)				✓	✓	✓
7.2.3	Support survey needs (e.g. data collection)	✓	✓	✓
7.2.4	Receiving survey data (market research reports)				✓	✓	✓
7.2.5	Pooling the report for benchmarking analysis	✓	✓	✓
7.2.6	Benchmarking compensation plans based on the market intelligence & best practices				✓	✓	✓
7.2.7	Identification & prioritization of the key changes/ improvisations needed in the existing compensation policy like mix of fixed and variable compensation, target quartile as compared to competition, specific technologies etc.				✓	✓	✓
7.2.8	Developing the annual compensation plans and schedules to execute the changes needed				✓	✓	✓
7.3	Designing & developing salary structures
7.3.1	Designing the job evaluation and grading studies for determining compensation plans / structures for different jobs/ roles				✓	✓	✓
7.3.2	Execution of the job analysis program and preparation of job groups based on complexity levels				✓	✓	✓
7.3.3	Preparation of job descriptions for all jobs in a job group				✓	✓	✓
7.3.4	Model different salary structures and evaluate possible impacts in terms of employee motivation, regulatory compliance, business impact, competition etc.				✓	✓	✓
7.3.5	Determining the most appropriate salary structure for different functions				✓	✓	✓
7.3.6	Obtaining consent/ approval from business leaders of each function on the compensation plans prepared				✓	✓	✓
7.4	Developing fixed and variable compensation plans
7.4.1	Developing fixed & variable compensation plans based on possible impacts in terms of employee motivation, regulatory compliance, business impact, competition etc.				✓	✓	✓
7.4.2	Combining the compensation and non-compensation dimensions into an effective reward system for different groups of employees				✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 15

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier			LS&Co.
7.5	Communicating / updating employees on the compensation plans
7.5.1	Communicating the details of compensation plans to specific stakeholders using appropriate channels including but not limited to email and hard copy via post if required.	✓	✓	✓
7.5.2	Advising employees on how best they can utilize the compensation plan				✓	✓	✓
7.5.3	Sending reminders to employees/ managers for compensation plans and changes	✓	✓	✓
7.6	Clarifying compensation specific queries/grievances
7.6.1	Providing clarification on employees queries on compensation plans	✓	✓	✓
7.6.2	Providing factual solutions to issues raised regarding compensation structure and various plans	✓	✓	✓
7.6.3	Liaising with payroll team to make necessary changes to compensation to correct errors	✓	✓	✓
7.6.4	Communicating with employee confirming the resolution provided	✓	✓	✓
7.6.5	Managing compensation data / information and risk associated with ensuring data safety and security, and correct upload	✓	✓	✓
7.6.6	Carrying out the below minimum exercise to correct/ change an employee’s pay	✓	✓	✓
7.6.7	Making off cycle changes for compensation administration	✓	✓	✓
7.6.8	Administering compensation package and final pay determination	✓	✓	✓
7.6.9	Support/execute local statutory annual increases as needed	✓	✓	✓
7.7	Reporting and Analytics
7.7.1	Checking with the regulatory and compliance teams on their specific requirements/ customizations required to functional reports				✓	✓	✓
7.7.2	Collating & consolidating the necessary information and pass on to the regulatory and compliance team for analysis/ review	✓	✓	✓
7.7.3	Analysing data for patterns on compensation structure in relation with different functions	✓	✓	✓
7.7.4	Evaluating the performance of the compensation function based on the agreed parameters such as timely delivery of compensation, surveys on effectiveness of compensation structure etc.				✓	✓	✓
7.7.5	Conducting surveys on a timely basis on the compensation structure alignment with organizational goals, satisfaction level of employees etc.	✓	✓	✓
7.7.6	Publishing the results to relevant stakeholders	✓	✓	✓
7.8	Relocation Admin
7.8.1	Communicate relocation of employees				✓	✓	✓
7.8.2	kick off with 3rd party provider to provide data inputs for relocation	✓	✓	✓
7.8.3	Co-ordinate with 3rd party for any ongoing compensation changes (ex—quarterly changes)	✓	✓	✓
7.9	Incentives
7.9.1	Design of incentive plan (AIP)				✓	✓	✓
7.9.2	Data collation for AIP baseline	✓	✓	✓
7.9.3	Sending compensation review letters	✓	✓	✓
7.10	Employee Recognition Programs
7.10.1	Define and develop engagement & recognition programs				✓	✓	✓
7.10.2	Communicate recognition guidelines / responsibilities	✓	✓	✓
7.10.3	Administer recognition award e.g. hosting / collating and evaluating responses provided by LS&Co	✓	✓	✓
7.10.4	Prepare award documentation	✓	✓	✓
7.10.5	Communicate and distribute award				✓	✓	✓
7.11	Compensation Admin
7.11.1	Calculate accruals and payout for incentive plans	✓	✓	✓
7.11.2	Support administrative tasks associated with claims management	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 16

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

8. PERFORMANCE MANAGEMENT.

Supplier will be responsible for administering the performance management process. The Responsibility Matrix set forth below indicates who is accountable for certain listed processes, activities and tasks as part of the performance management Services.

No.	Process Steps	Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
8.1	Strategy and Policy
8.1.1	Establishing process / method for review of overall business unit:
	- objective completion and results - key measures of success - KPIs (financial, commercial, process and people)				✓	✓	✓
8.1.2	Defining process, timeline and responsibilities in organization goal setting				✓	✓	✓
8.1.3	Defining process for converting / cascading of organization goals into smaller, task-orientated, delivery targets per business unit				✓	✓	✓
8.1.4	Identify, analyse and implement opportunities to drive continuous improvement and improve efficiency	✓	✓	✓
8.1.5	Share all regulatory and government updates with LS&Co gathered through best practice sharing sessions	✓	✓	✓
8.1.6	Collaborate with LS&Co. to make the required process or documentation change based on the regulatory and government updates	✓	✓	✓
8.2	Preparation and Planning for Performance Management
8.2.1	Evaluating the existing performance management system				✓	✓	✓
8.2.2	Identifying & prioritizing the key changes/ improvisations needed in the existing performance management system based on organizational objectives and job descriptions				✓	✓	✓
8.2.3	Analyzing the industry best practices for performance management				✓	✓	✓
8.2.4	Developing the annual performance cycle / plan for performance management along with top leadership				✓	✓	✓
8.2.5	Administering the annual performance cycle / plan, including but not limited to, following up with managers/employees for performance closures	✓	✓	✓
8.2.6	Deciding on the process of measurement to determine how the performance components will be measured & finalizing the performance review criteria				✓	✓	✓
8.2.7	Customizing the plans based on specific job descriptions				✓	✓	✓
8.2.8	Aligning rewards with the performance results				✓	✓	✓
8.2.9	Finalizing the key dates and milestones for performance review				✓	✓	✓
8.3	Developing guidelines for managers on goal setting and employee assessment
8.3.1	Documenting best-practices for goal setting				✓	✓	✓
8.3.2	Conducting coaching sessions for managers				✓	✓	✓
8.3.3	Assisting managers with queries	✓	✓	✓
8.3.4	Defining and publish common template for goal capturing and tracking				✓	✓	✓
8.3.5	Setting achievable goals & deadlines for timely completion of task with employees				✓	✓	✓
8.4	Identifying the channels for communication to specific stakeholders
8.4.1	Communicating the strategy to rest of the organization on a selective basis				✓	✓	✓
8.4.2	Cascading business unit goals via managers to individuals				✓	✓	✓
8.4.3	Defining the role of supervisor and employees in performance management				✓	✓	✓
8.4.4	Completing the Workday set up for performance review date	✓	✓	✓
8.4.5	Setting up specific goals and standards for employees				✓	✓	✓
8.5	Interacting / communicating with the people managers / supervisors
8.5.1	Seeking inputs from supervisors on employees				✓	✓	✓
8.5.2	Mentoring on how to help employees overcome shortcomings				✓	✓	✓
8.5.3	Defining training/skill enhancement needs for employees, along with Learning and Development team				✓	✓	✓
8.5.4	Creating a back-up plan in case the repartee is not able to meet expectations				✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 17

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier			LS&Co.
8.6	Interacting / communicating with the employees
8.6.1	Communicating with employees on: Expectations, Target vs performance, Areas of improvement				✓	✓	✓
8.6.2	Monitoring adherence to timelines and execution of performance management plan like timely competition, coverage of all intended employees	✓	✓	✓
8.6.3	Evaluating employee performance against pre-determined goals and standards				✓	✓	✓
8.6.4	Receiving and resolving employee queries	✓	✓	✓
8.6.5	Sending reminders to employees/ managers for pending issues	✓	✓	✓
8.6.6	Stating clearly the possible benefits/ repercussions linked to performance				✓	✓	✓
8.7	Calibrating performance appraisals
8.7.1	Reviewing information gathered during performance management cycle and investigate abnormalities				✓	✓	✓
8.7.2	Removing inconsistencies in approach and evaluation				✓	✓	✓
8.7.3	Finalizing performance ratings for the employees				✓	✓	✓
8.7.4	Updating employee ratings on Workday				✓	✓	✓
8.7.5	Conducting regular audits to ensure accuracy of ratings uploaded	✓	✓	✓
8.8	Clarifying performance management related queries
8.8.1	Clarifying employee queries relating to performance management	✓	✓	✓
8.8.2	Resolve escalated queries				✓	✓	✓
8.8.3	Creating presence on channels like internal portals for clarifying employee queries	✓	✓	✓
8.9	Monitoring employee progress
8.9.1	Mentoring / counselling employees on how to work on areas of improvements				✓	✓	✓
8.9.2	Designing a performance improvement plan for employees requiring training to improve their performance along with their managers				✓	✓	✓
8.9.3	Administering the Performance Improvement plan (PIP)				✓	✓	✓
8.9.4	Encouraging high performing employees along with their managers				✓	✓	✓
8.9.5	Work with manager to monitor adherence of employee to the PIP, and bring PIP to closure	✓	✓	✓
8.9.6	Reminding the employees of repercussion at a pre-defined frequency				✓	✓	✓
8.9.7	Taking appropriate disciplinary actions for employees who failed to adhere to organization policies				✓	✓	✓
8.10	Performance Management Process Evaluation
8.10.1	Providing MIS reports on important performance management statistics like timely completion, adherence to the bell curve, successful issue resolution etc.	✓	✓	✓
8.10.2	Conduct satisfaction surveys	✓	✓	✓
8.10.3	Evaluating the performance of function based on timely completion of performance appraisals, surveys on ease of usage etc.				✓	✓	✓
8.10.4	Presenting the final analysis to the end stakeholder	✓	✓	✓

9. OFFBOARDING.

Supplier will be responsible for performing offboarding activities. The Responsibility Matrix set forth below indicates who is accountable for certain listed processes, activities and tasks as part of the offboarding Services.

No.	Process Steps	Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
9.1	Strategy and Policy
9.1.1	Establish employee record management strategy and policies				✓	✓	✓
9.1.2	Identify specific regulatory or legislative requirements that govern records management				✓	✓	✓
9.1.3	Identify, analyse and implement opportunities to drive continuous improvement and improve efficiency	✓	✓	✓
9.1.4	Share all regulatory and government updates with LS&Co gathered through best practice sharing sessions	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 18

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier			LS&Co.
9.1.5	Collaborate with LS&Co. to make the required process or documentation change based on the regulatory and government updates	✓	✓	✓
9.2	Exit Administration – Individual Employee
9.2.1	Design exit policy. Update and communicate policy to appropriate parties, via agreed channels				✓	✓	✓
9.2.2	Initiate and process voluntary Exits thru Manager Self Service (MSS) with employee’s approved exit and exit date (details required will vary by’ reason) for leaving using agreed form and tools				✓	✓	✓
9.2.3	Initiate all involuntary Exits with a confirmation from the LS&Co. as appropriate	✓	✓	✓
9.2.4	Initiate and process voluntary Exits in case of non-availability of self service	✓	✓	✓
9.2.5	Send notifications to external third parties, internal LS&Co. and Supplier support functions of Individual Exit transaction, as per LS&Co. policy, Agreement and relevant Supplier processes / procedures.	✓	✓	✓
9.2.6	Receive last day confirmation from employee/manager; manager can approve shortened notice period as per guidelines provided by LS&Co.	✓	✓	✓
9.2.7	Supplier shall issue, as required by LS&Co. individual exit documentation (e.g. documents requiring signature, termination checklist, etc.) via email to exiting employee’s line manager (or other LS&Co. nominated person) for completion.	✓	✓	✓
9.2.8	Share exit documents with line manager and await receipt of completed documents	✓	✓	✓
9.2.9	Receive, validate and log receipt of completed individual exit documentation.	✓	✓	✓
9.3	Multiple Employee Exit Program and Exit Date Amendments
9.3.1	Design exit questionnaire policy. Update and communicate to appropriate teams				✓	✓	✓
9.3.2	Design cancellation / reinstatement policy. Update and communicate policy to appropriate parties				✓	✓	✓
9.3.3	Request Service from Supplier using agreed to Change Request process.				✓	✓	✓
9.3.4	Review request for completion, legibility and correct assignment.	✓	✓	✓
9.3.5	Confirm required documentation has been fully and legibly completed, or reject / close ticket and issue automated email to requestor (the individual who raised the case) if request doesn’t meet agreed criteria.	✓	✓	✓
9.3.6	Process cancel / re-instate exit transaction in HRIS.	✓	✓	✓
9.3.7	Send notifications to external third parties, internal functions on employee exit	✓	✓	✓
9.3.8	Schedule exit interview as defined by LS&Co	✓	✓	✓
9.3.9	Deactivate email, employee ID, and support asset handover				✓	✓	✓
9.3.10	Deactivate email, employee ID if not closed by manager within timeframe agreed upon with LS&Co.	✓	✓	✓
9.3.11	Conduct exit interview as defined by LS&Co	✓	✓	✓
9.4	Physical Employee Records, Files and Documents
9.4.1	Define data content requirements				✓	✓	✓
9.4.2	Store physical documents according to defined requirements for statutory and regulatory compliance.	✓	✓	✓
9.4.3	Fulfil requests for files to employees/retirees, managers, HR and Legal per corporate standards and within agreed to timeframes.	✓	✓	✓
9.4.4	Maintain records of all files including checked out and returned logs.	✓	✓	✓
9.4.5	Dispose of files based on agreed to disposal procedures.	✓	✓	✓
9.5	Severance Activity Support
9.5.1	Determine strategy for LS&Co. employee severance.				✓	✓	✓
9.5.2	Define exception handling and escalation guidelines.				✓	✓	✓
9.5.3	Provide governance over severance process to ensure selections have been made in accordance with the guidelines.				✓	✓	✓
9.5.4	Review workforce assessment results to ensure compliance with guidelines.				✓	✓	✓
9.5.5	Monitor and ensure compliance for any regulations regarding mass layoffs.				✓	✓	✓
9.5.6	Review and notify Supplier of changes to severance details.				✓	✓	✓
9.5.7	Notify third party providers with respect to transition services	✓	✓	✓
9.5.8	Audit invoices and process payments to transition services third party providers.				✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 19

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier				LS&Co.
9.5.9	Provide templates for severance packages and directions for use.						✓	✓	✓
9.5.10	For open employee relations cases, review files of Supplier and work with LS&Co., to determine previous leaves and employee relations cases that may impact current case. Ensure final recommendation takes into account previous leaves and employee relations cases as appropriate		✓	✓	✓
9.5.11	Maintain severance calculation worksheet.		✓	✓	✓
9.5.12	Prepare severance calculation estimates.		✓	✓	✓
9.5.13	Approve termination actions						✓	✓	✓
9.5.14	Update impacted employee data in LS&Co. HR system based on LS&Co. direction (e.g. placing employee on a special leave during a WARN notice, deferred early retirement, etc )		✓	✓	✓
9.5.15	Produce and deliver Severance packages as directed by LS&Co.		✓	✓	✓
9.5.16	Manage OWPA (Older Workers Protection Act) or equivalent						✓	✓	✓
9.5.17	Provide EEO team with notification of upcoming severance activity at a mutually agreed on time frame, before OWBPA or equivalent requests are made.						✓	✓	✓
9.5.18	Internal reporting for severance		✓	✓	✓
9.5.19	Log employee inquiries into case management tool.		✓	✓	✓
9.5.20	Track return of required general release documents.		✓	✓	✓
9.5.21	Respond to inquiries from severance impacted employees.		✓	✓	✓
9.5.22	Respond to escalated inquiries from severance impacted employees						✓	✓	✓
9.5.23	Manage interactions with Works Councils(WC)/Trade unions(TU) where applicable						✓	✓	✓
9.5.24	Provide all data requirements for the consultations with WCs and TUs		✓	✓	✓

10. HR HELPDESK.

The scope of the HR Helpdesk services will be to provide Human Resource related customer service including timely response and resolution of issues regarding Human Resource programs offered by LS&Co. and expert assistance relating to the use of all Human Resource systems and processes supported by Supplier.

The Responsibility Matrix set forth below indicates who is accountable for certain listed processes, activities and tasks as part of the HR Helpdesk Services.

No.	Process Steps	Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
10.1	Policy and Procedure
10.1.1	Provide current content of company policies and procedures.				✓	✓	✓
10.1.2	Provide requirements for call scripts, call trees, and escalation instructions (e.g. sensitive issues).				✓	✓	✓
10.1.3	Provide Supplier with changes to LS&Co. policies and procedures.				✓	✓	✓
10.1.4	Maintain a knowledge base of operational procedures for the contact center services.	✓	✓	✓
10.1.5	Provide access to the operational procedures / knowledgebase for review and approval.	✓	✓	✓
10.1.6	Conduct annual content review/audit of Supplier operational procedures and knowledge base. or as needed				✓	✓	✓
10.1.7	Notify vendor of new programs and program changes, communications or other activities that may impact content accuracy in knowledgebase.				✓	✓	✓
10.1.8	Confirm successful resolution of content audit findings with LS&Co.	✓	✓	✓
10.1.9	Provide clarification of HR policies, procedures, guidelines and practices to employees as requested.	✓	✓	✓
10.1.10	Provide HR policies, procedures, guidelines and practices to caller.	✓	✓	✓
10.1.11	Provide any changes as they relate to policy, procedures and guidelines to Supplier.				✓	✓	✓
10.1.12	Identify, analyse and implement opportunities to drive continuous improvement and improve efficiency	✓	✓	✓
10.1.13	Share all regulatory and government updates with LS&Co gathered through best practice sharing sessions	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 20

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
10.1.14	Collaborate with LS&Co. to make the required process or documentation change based on the regulatory and government updates	✓	✓	✓
10.2	Contact Volume Planning
10.2.1	Provide LS&Co. historical voice contact volumes.	✓	✓	✓
10.2.2	Inform Supplier of any initiatives / projects which may increase call volumes				✓	✓	✓
10.2.3	Verify receipt of LS&Co. acceptance of voice volume forecasts and plan business operations accordingly.	✓	✓	✓
10.3	Service Desk Operations
10.3.1	Provide, administer, manage and maintain LS&Co.’s HR Service Desk.	✓	✓	✓
10.3.2	Respond with accurate data to all incoming inquiries (voice, data, mail, fax, and email or as mutually agreed) to provide a seamless resolution for caller issues.	✓	✓	✓
10.3.3	Resolve as many calls as possible on first contact with escalation to the appropriate LS&Co. or Supplier resource as required.	✓	✓	✓
10.3.4	Create and maintain accurate and timely reports regarding HR Service Desk performance.	✓	✓	✓
10.3.5	Service Center Hours: • Provide IVR, email capability, and make representatives available during normal working hours per region as provided below LSA – 6:00 AM to 6:00 PM PDT (covering EDT, PDT & CDT time zones) LSE – 5:30 AM to 6:30 PM UK time (covering all LSE time zones) AMA – 6:00 AM to 11:00 PM Singapore time (covering all AMA countries)	✓	✓	✓
10.3.6	Approve call scripts and call tree for Interactive Voice Response Services.				✓	✓	✓
10.3.7	Develop Interactive Voice Response scripts and call tree based on LS&Co. requirements. Updated Interactive Voice Response scripts as requested by LS&Co.	✓	✓	✓
10.3.8	Interactive Voice Response Services:
	• Function as primary owner of main toll free phone number responsible for transfers to other third parties • Provide LS&Co.-specific toll-free number(s) • Provide LS&Co. Service Representatives (CSR’s) • Provide Interactive Voice Response system minimally for security, call routing • Integrate Interactive Voice Response with other 3rd party vendors to provide 1 source number for all HR-related calls	✓	✓	✓
10.3.9	Call Handling
	• Log all contacts so that call history is maintained • Support all inquiries and transactions • Record and maintain records of calls (currently all calls – except ER – are maintained for 2 months)	✓	✓	✓
10.3.10	Correspondence
	• Image and link all incoming correspondence to a case • Respond to correspondence under case management / policy and procedure guidelines	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 21

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier			LS&Co.
10.3.11	Case Management
	• Establish electronic case for each escalated call/issue • Research and close all Work in Progress issues • Track all cases, including cases escalated to LS&Co., until resolved • Close all cases, with exception of cases escalated to LS&Co., within agreed upon timeframes per process • Support historical data research • Research and resolve all HR data discrepancies • Escalates issues to LS&Co. for resolution per guidelines • Facilitate participant interaction with third party issues • Implement a Case Management System to log follow-up and resolution of cased items. • Manage case resolution within agreed upon service standards • Provide ongoing feedback on cases with LS&Co. through resolution of a case • Provide a case management and communication process so that employees know the point of contact for their case.	✓	✓	✓
10.3.12	Manage resolution of participant issues escalated to LS&Co., as per agreed policy.				✓	✓	✓
10.3.13	Define and modify reporting requirements to provide insight into call drivers by population.				✓	✓	✓
10.3.14	Provide detailed call reporting by LS&Co. population and call type per LS&Co. requirements.	✓	✓	✓
10.4	Customer Satisfaction
10.4.1	Quality Calibration Participate in regularly scheduled call listening/calibration sessions to provide consistency between LS&Co. and vendor with respect to overall call quality (e.g. tone, pace, empathy) and adherence to LS&Co.’s policies and procedures.				✓	✓	✓
10.4.2	Call Monitoring
	• Conduct quality monitoring and evaluation of service center representatives • Generate LS&Co. standard monthly report of quality monitoring and evaluation results for LS&Co. review	✓	✓	✓
10.4.3	Perform LS&Co. Satisfaction Surveys for all services according to Supplier standards agreed to by LS&Co.
	• Report customer satisfaction results per agreed-to frequency • Provide detailed results as requested by LS&Co	✓	✓	✓
10.5	Transaction Processing/Data Entry
10.5.1	Input to HR System and verify all changes to employee personal data.	✓	✓	✓
10.5.2	Input to core HR System and verify all employee basic benefit data.	✓	✓	✓
10.5.3	Provide standard HR-related forms as requested by callers	✓	✓	✓
10.5.4	Manage the employment and wage verification processes and respond to all requests for information	✓	✓	✓
10.6	Problem Management – Service Desk Specific
10.6.1	Maintain an integrated problem management process for the centralized reporting and tracking of problems under the Supplier’s control.	✓	✓	✓
10.6.2	Provide and maintain a method for proper escalation of problems within the Supplier’s scope of responsibilities.	✓	✓	✓
10.6.3	Provide and maintain a method for proper escalation of problems within LS&Co.’s scope of responsibilities.				✓	✓	✓
10.6.4	Provide LS&Co. with detailed reporting and statistics on reported problems.	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 22

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier			LS&Co.
10.7	Disaster Recovery
10.7.1	Provide HR Service Desk disaster recovery requirements.	✓	✓	✓
10.7.2	Develop HR Service Desk disaster recovery plan.	✓	✓	✓
10.7.3	Approve HR Service Desk disaster recovery plan.				✓	✓	✓
10.7.4	Test HR Service Desk disaster recovery plan annually.	✓	✓	✓
10.7.5	Assist in HR Service Desk disaster recover test as needed.				✓	✓	✓
10.7.6	Evaluate results of disaster recovery test and recommend required changes to disaster recovery plan with Supplier				✓	✓	✓
10.7.7	Inform LS&Co. of outages or problems and anticipated resolution within 10 minutes of initial outage	✓	✓	✓

11. HRIS.

The scope of the HRIS services will be to provide support for the human resource information systems.

The Responsibility Matrix set forth below indicates who is accountable for certain listed processes, activities and tasks as part of the HRIS Services.

No.	Process Steps	Supplier (Technical)			Supplier (Functional)			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA	LSA	LSE	AMA
11.1	HRIS Support – Workday (inclusive of Workday Applicant Tracking)
11.1.1	Manage the relationship with Workday.							✓	✓	✓
11.1.2	Workday stabilization support—confirm requirements, implement and test changes as agreed with LS&Co				✓	✓	✓
11.1.3	Prioritize and approve the configuration elements							✓	✓	✓
11.1.4	Maintain the configuration set up within Workday.				✓	✓	✓
11.1.5	Provide second level (Tier 2) user support for Workday processes.				✓	✓	✓
11.1.6	Establish the security priority							✓	✓	✓
11.1.7	Execute and maintain the security configuration and role assignments within Workday including but not limited to supporting quarterly SOX audit processes as required by either internal or external teams, providing and updating documentation as required				✓	✓	✓
11.1.8	Administer and support Workday update twice yearly, or as determined by Workday; to include adoption and configuration of new processes and enhancements for the duration of the update process including but not limited to: unit testing of core processes, test script update for user acceptance testing (if applicable), conducting user acceptance testing with HR testers and reporting out results, deploying new updates, and documentation and training				✓	✓	✓
11.1.9	Test new releases and document any issues; administer and support integration testing from the transactional, process, and data perspective	✓	✓	✓	✓	✓	✓
11.1.10	Make any required configuration changes based on testing results.				✓	✓	✓
11.1.11	Review Workday release plans to determine changes to existing interface programs.				✓	✓	✓
11.1.12	Execute integration testing for new releases and make any necessary changes.	✓	✓	✓
11.1.13	Review and approve/sign-off on regression test results for integration updates.							✓	✓	✓
11.1.14	Monitor interface file success or failure.	✓	✓	✓
11.1.15	Log ticket upon failure or unsuccessful transfer.	✓	✓	✓
11.1.16	Work with third-party vendors to resolve interface problems.	✓	✓	✓
11.1.17	Monitor and maintain all integrations for Workday. New integrations to be implemented based on agreed to rate card.	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 23

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier (Technical)			Supplier (Functional)			LS&Co.
11.1.18	Administer and maintain administrative processes and tasks in Workday including but not limited to maintaining core organizations for HRIS in Workday such as: Supervisory, Cost Centers, Locations, Companies, Compensation, and Matrix orgs	✓	✓	✓
11.1.19	Support and maintain rollout of cyclical initiatives from configuration to testing to production support during live process including but not limited to benefit program changes such as open enrollment, APR – merit, performance review and goal setting, budgeting requirements such as loading new positions, cost center changes, as well as configuration changes due to legislative and market changes				✓	✓	✓
11.1.20	Provide configuration support as requested by LS&Co. for special projects, based on agreed to rate card	✓	✓	✓	✓	✓	✓
11.1.21	Maintain a requirement traceability matrix tracking configuration changes and approval from LS&Co.				✓	✓	✓
11.1.22	Update LS&Co. Workday documentation for functional specifications, job aids, work instructions, training materials wherever applicable				✓	✓	✓
11.1.23	Approve changes to LS&Co. Workday documentation							✓	✓	✓
11.1.24	Update Supplier HR Service Desk knowledge base and train Service Desk team based on any configuration changes implemented				✓	✓	✓
11.1.25	Identify, analyse and implement opportunities to drive continuous improvement and improve efficiency across all HRIS areas including but not limited to Workday				✓	✓	✓
11.1.26	Share all regulatory and government updates with LS&Co gathered through best practice sharing sessions				✓	✓	✓
11.1.27	Collaborate with LS&Co. to make the required process or documentation change based on the regulatory and government updates	✓	✓	✓	✓	✓	✓
11.1.28	Act as liaison between Workday and Supplier to assist in setting up Workday training environment, and requesting Workday to train Supplier (any financials associated with training will be borne by Supplier)							✓	✓	✓
11.2	HRIS Support – Non Workday Applications HR Portal Operations
11.2.1	Provide an HR Portal that complements the Suppliers services, supports LS&Co. HR priorities, continues to be refreshed with new technology capabilities on a regular basis and is consistent with industry best practices (e.g. usability, navigation, ease of use, etc.	✓	✓	✓
11.2.2	Host the HR Portal & Ask HR in supplier’s shared services environment, with LS&Co. data logically separated.	✓	✓	✓
11.2.3	On a monthly basis, proactively propose changes to the HR Portal & Ask HR based on industry best practice and LS&Co. input.	✓	✓	✓
11.2.4	Approve proposed changes.							✓	✓	✓
11.2.5	Implement approved changes	✓	✓	✓
11.2.6	Assure HR Portal & Ask HR adheres to Supplier security policies and procedures.	✓	✓	✓
11.2.7	Provide intranet accessible HR Portal & Ask HR.	✓	✓	✓
11.2.8	Submit request to create, amend, or delete HR Portal and Ask HR Content and relevant Supplier processes / procedures.							✓	✓	✓
11.2.9	Confirm the HR Portal and Ask HR content request has been fully and legibly completed. Request changes or clarifications as required.	✓	✓	✓
11.2.10	Process request, and make change to HR Portal and Ask HR content, as per LS&Co. request.	✓	✓	✓
11.2.11	Provide translated content where items to be posted to the HR Portal and Ask HR are in a language other than English.							✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 24

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier (Technical)			Supplier (Functional)			LS&Co.
11.2.12	Send confirmation of completion of task to LS&Co. requestor (the individual who raised the case).	✓	✓	✓
11.2.13	Continuously monitor Ask HR and HR Portal usage and make recommendations to increase LS&Co. employee utilization of HR Portal	✓	✓	✓
11.2.14	Provide reports, as agreed to with LS&Co, on HR Portal utilization to inform LS&Co. of HR Portal usage	✓	✓	✓
	Third Party Hosted Applications (e.g. HireRight, CIC Plus, Taleo)
11.2.15	Provide third party hosted applications in support of HR Services requirements.							✓	✓	✓
11.2.16	Approve third party vendors, pricing and terms of service.							✓	✓	✓
11.2.17	Pass-through LS&Co. approved costs on monthly invoices.							✓	✓	✓
11.2.18	Request application access based on agreed to procedures.							✓	✓	✓
11.2.19	Grant access and provide password support as required.							✓	✓	✓
11.2.20	Resolve issues with vendor on behalf of LS&Co.							✓	✓	✓
11.3	HRIS Tables Maintenance, Data Integrity and Organization Structure Maintenance (Workday = HRIS)
11.3.1	Identify and make changes to HRIS tables and data	✓	✓	✓
11.3.2	Identify and process mass changes (i.e. org changes).	✓	✓	✓
11.3.3	Maintain core tables for HRIS application(s).	✓	✓	✓
11.3.4	Administer position management data.	✓	✓	✓
11.3.5	Maintain data integrity between third party applications, between core HRIS, and all relevant HR systems regardless of it interfaces exist	✓	✓	✓
11.4	Reports
11.4.1	Maintain integrity of LS&Co. reports catalogue within Workday.	✓	✓	✓
11.4.2	Run reports as requested by LS&Co.	✓	✓	✓
11.4.3	Build non-standard reports requested by LS&Co				✓	✓	✓
11.4.4	Provide data extracts from Workday to other Supplier for reporting requirements that have been assigned to that Supplier, if required.	✓	✓	✓
11.4.5	Approve before sending the data to external vendors							✓	✓	✓
11.4.6	Provide raw data reports from other systems (e.g. PeopleSoft) that require consolidation and manipulation of data from various sources. (List of reports to be developed and maintained by LS&Co.).							✓	✓	✓
11.4.7	Provide ad hoc support for requests for historical data (e.g. PeopleSoft).							✓	✓	✓
11.4.8	Manipulate data received from LS&Co. to consolidate with Workday data, and prepare reports				✓	✓	✓
11.4.9	Build, maintain, and modify dashboards as agreed on with LS&Co.				✓	✓	✓
11.5	Incident and Problem Management
11.5.1	Provide Incident and Problem Management process requirements.							✓	✓	✓
11.5.2	Incorporate LS&Co. Incident and Problem Management process requirements into Supplier processes.	✓	✓	✓
11.5.3	Detect and acknowledge all incidents that occur and record in ticketing system.	✓	✓	✓
11.5.4	Proactively provide LS&Co. an update when an incident/event occurs.	✓	✓	✓
11.5.5	Classify and take action to resolve the incident based on agreed-to Severity Level protocol.	✓	✓	✓
11.5.6	Review Severity Level assignment and confirm agreement or provide corrected Severity Level and justification.							✓	✓	✓
11.5.7	Investigation and diagnosis the cause of the Incident	✓	✓	✓
11.5.8	Resolve the incident and recover the system so that ongoing business operations can proceed.	✓	✓	✓
11.5.9	Close the Incident.	✓	✓	✓

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 25

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

No.	Process Steps	Supplier (Technical)			Supplier (Functional)	LS&Co.
11.5.10	Determine if an Incident requires long term Problem resolution and identify as a Problem within Supplier ticketing system.	✓	✓	✓
11.5.11	Perform root cause analysis for all identified Problems and recommend corrective action.	✓	✓	✓
11.5.12	Implement corrective action and close the ticket.	✓	✓	✓

12. HR LANGUAGE SUPPORT.

The following languages for Human Resources support have been agreed upon between the Parties as of the Effective Date.

	Languages Supported
LSA	LSE	AMA
English	Dutch	English
Portuguese	English	Korean
Spanish	French	Vietnamese
	German	Japanese
	Italian	Simplified Chinese
	Polish	Traditional Chinese
	Russian	Mandarin
	Spanish	Cantonese
	Turkish

Note: Arabic, Czech, Greek & Hungarian language support will be provided through translation services.

LS&Co. – Attachment 2.1 – Description of Services – Human Resource Services Page 26

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT^*

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 2

DESCRIPTION OF SERVICES

ATTACHMENT 2.2

DESCRIPTION OF SERVICES – FINANCE SERVICES

^*  Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	INTRODUCTION	1
2.	ACCOUNTS PAYABLES (AP)	1
3.	TRAVEL & EXPENSE (T&E) PROCESSING	10
3.1	SPLIT OF RESPONSIBILITY	10
4.	PAYROLL	11
5.	ACCOUNTS RECEIVABLES	21
5.1	SPLIT OF RESPONSIBILITY	21
6.	GENERAL ACCOUNTING	28
6.1	SPLIT OF RESPONSIBILITY	28
7.	INVENTORY ACCOUNTING	35
7.1	SPLIT OF RESPONSIBILITY	35
8.	TREASURY TRANSACTIONS	35
8.1	SPLIT OF RESPONSIBILITY	36
9.	INTERNAL REPORTING	36
9.1	SPLIT OF RESPONSIBILITY	36
10.	INDIRECT PROCUREMENT ENABLEMENT	36
10.1	SPLIT OF RESPONSIBILITY	36
11.	TECHNOLOGY & MASTER DATA MANAGEMENT	38
11.1	SPLIT OF RESPONSIBILITY	38
12.	OTHERS	41
12.1	CONTROLS	41
12.2	ESCHEATMENT PROCESS (APPLICABLE FOR LSUS ONLY)	41
13.	LANGUAGE	41

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION

Purpose: This Exhibit describes the Services to be performed for LS&Co. by Supplier pursuant to the Agreement.

References: References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto.

Definitions: As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

The Services to be provided by Supplier to LSA, LSE, & AMA under this Agreement are categorized into the following processes:

• Accounts Payables (AP)

• Travel & Expense (T&E)

• Payroll

• Accounts Receivables (AR)

• General Accounting (GA)

• Inventory Accounting

• Treasury Transactions

• Internal Reporting

• Procurement Enablement

• Technology & Master Data Management (MDM)

Without limiting Section 3.1 of the Agreement, the Services include (a) the services, functions and responsibilities described in this Attachment; and (b) the services, functions and responsibilities identified in the roles and responsibilities matrices contained within this Attachment for which Supplier is responsible (i.e., those Services which have an “✓” in the column labeled Supplier).

2. ACCOUNTS PAYABLES (AP)

Supplier will be responsible for performing the Accounts Payable Process. The “Accounts Payable” Process consists of a comprehensive set of integrated functions and responsibilities that constitute, support or relate to the recording, verification, processing and payment of invoices for goods, commodities, consumables and/or services procured in connection with LS&Co.’s business, including the Supplier Principal Activities set forth in the following table. LS&Co. will support Supplier’s performance of the Accounts Payable Process by performing the LS&Co. Principal Activities set forth in the following table.

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

2.1 Split of Responsibility

#	Principal Activity	LS&Co.			Supplier
		LSA	LSE	AMA	LSA	LSE	AMA
	Policy Governance- Define and Communicate Policies
	Establish, maintain, and communicate policies, procedures, approval limits and guidelines for AP	X	X	X
	Provide local legal/statutory inputs for AP policies and procedures	X	X	X
	Training Supplier on new systems, new or major process changes and related process documentation	X	X	X
	Updates to existing process documentation, training on regular process updates				X	X	X
	Physical Document Handling	To be finalized as part of the Mailroom & Scanning solution
	Manage inbound physical documents per agreed Mailroom & Scanning solution				X	X	X
	Existing LS&Co. digitization, print & archival partners like Basware, EDMS, Tessi, Iron Mountain, Bank of America, etc. to continue with their scope of work (explore managed services model with Supplier taking over these 3rd party contracts sometime in future)	X	X	X
	Receive, sort, and prepare Accounts Payables (AP) documents for scanning				X	X	X
	Scan in-scope Accounts Payables documents and submit for processing to workflow				X	X	X
	Scan AP documents identified to be in-scope for LS&Co. scanning responsibility (for instance, LS&Co. may need to scan documents for countries with low volumes making consolidation into a central scanning solution economically & from a process efficiency standpoint less optimal)	X	X	X
	Resolve scan exceptions as necessary for the Supplier in-scope documents				X	X	X
	LS&Co. including its other 3rd parties responsible for document handling to resolve scan exceptions for their responsibility areas	X	X	X
	Submit scanned in-scope Accounts Payables documents to workflow (ReadSoft, Base)))™, etc. as the case may be) for processing				X	X	X
	Reject inadequate invoices and return to critical vendors per approval from LS&Co (mostly electronic invoice return, in certain exceptions where electronic communication details are not available, physical copies may need to be returned as part of Mailroom & Scanning function- To be finalized)	X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

#	Principal Activity	LS&Co.			Supplier
	Reject inadequate invoices and return to non-critical vendors as per desktop procedures (mostly electronic invoice return, in certain exceptions where electronic communication details are not available, physical copies may need to be returned as part of Mailroom & Scanning function- To be finalized)				X	X	X
	Physical archival of documents to be done by LS&Co. and/or its other 3rd party service providers like Iron Mountain per LS&Co. policies & procedures	X	X	X
	Electronic Archival & Retrieval of in-scope documents for Supplier processing using LS&Co. archival systems & procedures				X	X	X
	Return physical documents to LS&Co. and/or its physical archival partners post scanning				X	X	X
	Process Purchase Order (PO) Invoices
	Classify invoices by name/type/complexity and assign to staff for processing				X	X	X
	Enter invoice and validate against PO and receipt (3 way match)				X	X	X
	Communicate unresolved invoice exceptions to business users through the workflow tool (Base))) or ReadSoft as the case may be) or emails for additional inputs/resolution as needed (e.g. price differences, etc.)				X	X	X
	Ensure that information required to meet regional regulatory and tax requirements (e.g., VAT, freight, sales taxes) exists on the invoice. If this information is not available (error identified), resolve exception around regional regulatory and tax requirements as needed.				X	X	X
	Validate payment methods (EFT), create payment requests and verify approvals for payment processing				X	X	X
	Resolve exceptions (i.e. quantity differences, etc.) and/or refer to LS&Co. for resolution per agreed desktop procedures				X	X	X
	Resolve exceptions referred to LS&Co. by Supplier	X	X	X
	Process Non-PO Invoices
	Request approval/coding per agreed procedures				X	X	X
	Provide coding/approvals for non-PO invoices	X	X	X
	Resolve exceptions (if any) with business units/buyer, escalate if required				X	X	X
	Resolve any escalated exceptions identified	X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

#	Principal Activity	LS&Co.			Supplier
	Communicate unresolved invoice exceptions to business users via email and/or workflow tool per desktop procedures				X	X	X
	Process time sensitive urgent invoices				X	X	X
	Process incoming invoices that require special handling (i.e. overnight requirements, return to vendor/field) or with specific instructions (i.e. requests for immediate checks) and route for LS&Co. review & approval if required per agreed desktop procedures				X		X
	Review and approve invoices that require special handling per agreed procedures (applicable for LS US only)	X
	Process Invoice Holds / Blocks
	Apply manual hold / block on invoices based on request by retained LS&Co. finance team (AMA currently does not apply manual hold, however in future manual hold may be followed as standard process across all regions)				X	X	X
	Approve manual hold / release on invoices	X	X	X
	Release manual hold/block on invoices based on approval / direction from the retained Finance team				X	X	X
	Release system blocks on invoices within threshold limits & agreed desktop procedures				X	X	X
	Review/approve system hold release where required	X	X	X
	Process Credit Memos
	Receive (electronic copy), review and validate credit memos for completeness				X	X	X
	Resolve exceptions (if any) with business units/vendors for additional inputs or resolution as needed (e.g. request approval if credits needs to be adjusted against future payments)				X	X	X
	Identify invoices to offset the credit memo				X	X	X
	Process credit memos in the system				X	X	X
	Rents, Leases and Utility (RLU) Invoices
	Process the invoice per agreed procedures (non-PO or PO as the case may be) Upload utility invoice files from Ecova into SAP in case of LS US				X	X	X
	Enter, set up or modify and gain approval for recurring payments				X	X	X
	Review and approval of recurring payments setup	X	X		X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

#	Principal Activity	LS&Co.			Supplier
	Follow up on RLU invoices not received which are due for payment				X	X	X
	Tax- VAT/Intrastat Processing & Reporting
	VAT Reporting		X (E&Y)	X (Affiliates)	X (Canada & Mexico only)
	1099 Statutory Tax Reporting				X
	Provide updates to Tax regime	X	X	X
	Tax processing per decision matrix and desktop instructions				X	X	X
	LS&Co. to provide decision matrix for correct taxes application	X	X	X
	Process Trade Card Invoice
	Monitor 3 way matching in Trade Card system and resolve match exceptions (including liaison with Nexus & business partners) and interface exceptions (PO, Goods Receipt and Invoice issues)				X	X	X
	Resolve escalated exceptions raised by Supplier for LS&Co.’s consideration per agreed procedures	X	X	X
	Process and post Trade Card Invoice				X	X	X
	Reconcile upload from Trade Card to SAP (Ensure completeness of invoices transferred to SAP system & Raise production support ticket for any missing invoices in SAP)				X	X	X
	Receive, research and address incoming invoice, credit memo, and AP helpdesk request escalations or exceptions per standardized approval matrix	X	X	X
	Payments
	Process Electronic Payment
	Develop scheduled payment proposals to be sent to bank/banking gateway				X	X	X
	Perform pre-file validations for the validation files (e.g. run reports on pre-file register, validate payments, bank account validation, currency, invoice amount)				X	X	X
	Review that eligible and earned discounts are taken when favorable to LS&Co. based on information provided by LS&Co. regarding discounts				X	X	X
	Transfer payment files to bank				X	X	X
	Generate remittance advices (upon request) and issue electronically				X	X	X
	Approve payment files prior to release				X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

#	Principal Activity	LS&Co.			Supplier
	Generate exception reports to support post processing audit				X	X	X
	Address banking errors or exceptions in payment processing; escalate unresolved errors to LS&Co. as needed				X	X	X
	Route banking error related information to Vendor Data Master group				X	X	X
	Address escalated banking errors and payment processing exceptions	X	X	X
	Perform post-processing audit periodically	X	X	X
	Create and Release Manual Payments
	Request manual payments per agreed procedures	X	X	X
	Verify approvals and completeness of the request and process in the system				X	X	X
	Clear suspense account bookings for VAT GTC					X	X
	Create and Release Down Payments
	Request down payments per agreed procedures	X	X	X
	Verify approvals and completeness of the request and process in the system				X	X	X
	Clear down payment account				X	X	X
	Create and Release Wire / EFT Payments
	Prepare documentation for foreign currency wire / EFT and non-repetitive wire / EFT to facilitate wiring of funds				X	X	X
	Generate exception reports to support post processing audit				X	X	X
	Address banking errors (simple/complex) or exceptions in payment processing or escalate as necessary				X	X	X
	Resolve escalated banking errors in payment processing	X	X	X
	Respond to request to reverse or void payments (Wire, EFT, Check), address returned, NSF or destroyed checks				X	X	X
	Returned Payments
	Review bank statement from bank and post unprocessed/returned payments, direct debits & other incoming (non-customer) payments to AP suspense account in SAP				X	X	X
	Void payments, contact vendor to check data, update any changes and return to payment process				X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

#	Principal Activity	LS&Co.			Supplier
	For returned/not-void items, clear returned payment, issue credit memo, and clear document against suspense account				X	X	X
	For direct debits & other incoming (non-customer) payments, process the item in ERP system and clear document against suspense account				X	X	X
	Payroll Related Payments (Accounting)
	AP processes payroll, garnishment checks or issues social benefit payment per GL template from the Payroll team				X	X	X
	AP processes payroll tax checks / issues payment				X	X	X
	Payroll related ledger updates to SAP				X	X	X
	AP helpdesk
	Monitor 3 way matching in Trade Card system and resolve match exceptions and interface exceptions (PO, Goods Receipt and Invoices issues)				X	X	X
	Resolve escalated exceptions	X	X	X
	Liaise with business users and Nexus Contact on Exceptions				X	X	X
	Support AP helpdesk Requests
	Receive and resolve AP helpdesk requests				X	X	X
	Resolve AP helpdesk escalations	X	X	X
	Generate AP helpdesk statistics and reports as required (understand currently volumes & other helpdesk statistics are not tracked, exact requirements to be determined and mutually agreed during Transition Analysis along with other process Reporting requirements)				X	X	X
	Vendor Account Statements
	Review all vendor statements and identify past due invoices (aging based on regional criteria)				X	X	X
	Communicate aged credits on vendor statements if resolution cannot be determined				X	X	X
	Contact the vendor and request past due invoices as needed				X	X	X
	Provide proof of payments to vendors, tax authorities or internal customers				X	X	X
	Create adjustment memos where appropriate				X	X	X
	Reconcile bank activity for all payment types (EFT, Wire, Check) and resolve any discrepancies				X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

#	Principal Activity	LS&Co.			Supplier
	Supplier supervisor to review & approve completed reconciliations				X	X	X
	Periodic review of vendor statements/reconciliations	X	X	X
	Monthly/Quarter/Year End Activities
	Respond to data extract request (ad hoc/exception reporting)				X	X	X
	Provide documentation necessary to support month end accruals				X	X	X
	Create month end accrual files				X	X	X
	Review, validate and finalize accruals	X	X	X
	Process accruals for any items that have been received but not processed, T&E accruals, utility accruals, p-card accruals, or non-system based AP				X	X	X
	Book necessary month end entries				X	X	X
	Prepare reporting packages (i.e. Top 10 vendors by spend, Days Payables Outstanding, or Payments past 90 days)				X	X	X
	Contact vendors via email and request open item statement to close out periods				X	X	X
	Accounts Payable sub-ledger close and reconciliation				X	X	X
	Leverage LS&Co. in-built system controls & procedures to prevent duplicate payments (Evaluate additional duplicate check controls that Supplier can bring in where Base)))™ is not deployed as [****]*. Another 3rd party in US does historical duplicate payment analysis and recovery for LS US & LSE only)				X	X	X
	Conduct monthly review to detect any payment duplications or invoice inaccuracies				X	X	X
	Review AP Aging Reports monthly to identify outstanding/open invoices or vendors with debit balances				X	X	X
	Extract Data and Produce Management Reports
	Execute BU ad hoc data extraction requests				X	X	X
	Run scheduled AP metric reports and scorecards				X	X	X
	Create AP related ad hoc reports as needed				X	X	X
	Review and approve scheduled/ad hoc reports before publishing to stakeholders	X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 8

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

#	Principal Activity	LS&Co.			Supplier
	GRIR Reconciliations
	Run GRIR report from SAP/other underlying ERP system (s)				X	X	X
	Analyze GRIR report, vendor statements, etc.				X	X	X
	Take appropriate action i.e. request for Invoice Copies, liaise with the supply chain for clarifications, follow up with vendors for Goods delivery status, etc.				X	X	X
	Assign reason codes for maintenance for reporting purposes				X	X	X
	Generate quarterly report for aging of balances & maintenance by reason codes				X	X	X
	Quarterly review by LS&Co	X	X	X
	VCOM (Trade Vendor Compliance)
	Download and prepare shipment data ready for VCOM from Dashboards				X	X	X
	Raise VCOM request to notify chargeback				X	X	X
	Approve VCOM request	X	X	X
	Resolve or escalate issues arising from VCOM request				X	X	X
	Solve escalated issues	X	X	X
	Debit Memo for Quality Audit(QA), Term of Engagement (TOE) and
	Advise list of vendors, charges and frequency of billing that is entitled QA, TOE or TS fees (done by SSM)			X
	Raise Debit Memo in SAP per advise						X
	Follow up with vendors to collect the fees, working with SSM team as required						X
	Process the collected fees in SAP						X
	Work with GL team to reclassify fees charge to the correct taxed entity						X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 9

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3. TRAVEL & EXPENSE (T&E) PROCESSING

3.1 SPLIT OF RESPONSIBILITY

Principal Activity

LS&Co.

Supplier

LSA

LSE

AMA

LSA

LSE

AMA

Define and Communicate Policy

Create establish, maintain, and communicate any new changes to policies, procedures, approval limits and guidelines for T&E. Act as a liaison with Corporate and respond to any requests

X

X

X

Provide local legal/statutory inputs for T&E policies and procedures

X

X

X

Determine and maintain audit rules, including sample percents, business-coded controls, and random sampling methodology

X

X

X

Communicate existing expense reimbursement policies and approval limits; respond to user queries; escalate policy questions to Retained organization as needed

X

X

X

Training Supplier on new systems, new or major process changes and related process documentation

X

X

X

Updates to existing process documentation

X

X

X

Training LS&Co. employees/vendors/customers on existing processes

X

X

X

Process Expense Receipts

Acknowledge physical receipt of expense receipts in Concur for compliance

X

X

Electronically attach receipts in Concur (employees)

X

X

X

Submit non-concur expense claims (employees)

X

X

X

Scan and upload/email expense claim form & receipts for processing

X

X

X

Audit agreed % of expense statements

X

X

X

Process T&E payments for submitted expense receipts

X

X

X

Roll out Concur & Cards to more countries

X

X

X

Cutover planning for Concur

X

X

X

Co-ordination with LS&Co. for concur & card rollout program

X

X

X

Unpaid Expense Report Monitoring

Monitor unpaid expense claims

X

X

X

Handle unpaid claims through multiple level of escalations using workflow tool

X

X

X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 10

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.			Supplier
T&E Support
Respond to incoming inquiries related to T&E policy				X	X	X
Escalate inquiries to Retained organization for resolution as needed				X	X	X
Resolve escalated inquiries and service requests as needed	X	X	X
Audit employee claims against company policy				X	X	X
Review policy non-compliance and determine corrective action as needed	X	X	X
Provide ongoing T&E compliance reports and analytics per agreed procedures				X	X	X
Electronic archival of expense statements & receipts per agreed procedures using LS&Co. tools				X	X	X
Physical archival of expense statements & receipts	X	X	X
Corporate Card Support
Audit personnel compliance for employee corporate card usage				X	X	X
Administer new employee corporate cards	X	X	X
Administer existing Corporate Card accounts	X	X	X
Access HR report for all employee changes requiring changes to Corporate Card records	X	X	X
Process any changes to bank details, department, termination through Vendor Data Master group	X	X	X
Address banking errors/exceptions in payment processing, escalate as necessary to LS&Co				X	X	X

4. PAYROLL

Process Steps	LS&Co.						Supplier
	LSA		LSE		AMA		LSA	LSE	AMA
System and Application Services and Maintenance
Host, manage, support and maintain the Systems		X		X		X
Applying support packs (containing statutory updates and program corrections) to the system		X		X		X
Support the application and database hardware		X		X		X
Maintaining testing/training environment with segregation and security of client data		X		X		X
Support and maintain Vendor controlled hardware to facilitate communications from Vendor via client’s network connection link		X		X		X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 11

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Process Steps	LS&Co.			Supplier
Provide application backup recovery and offsite storage services	X	X	X
Maintain and test disaster recovery facility and procedures	X	X	X
Applying application maintenance releases or upgrades	X	X	X
Build integration with multiple systems, HR, Time and Attendance, and finance systems	X	X	X
Approve/signoff on 9.0 integrations	X	X	X
Take all reasonable measures to restore service to if outages to the System occur. Update client with details of the cause of the disruption and an estimated time remaining until resumption of normal service.	X	X	X
Schedule and notify client of system downtime	X	X	X
Maintain the appropriate management control procedures for effective management of:	X	X	X
• Environment availability,	X	X	X
• Change to hardware and software, and	X	X	X
Problem Identification and resolution within vendor’s responsibilities	X	X	X
Selecting and procuring bandwidth for maximum processing demands	X	X	X
Pay all installation, use, service and repair charges for the communication lines to connect to Vendor facilities	X	X	X
Maintain segregation between testing and production environments	X	X	X
Maintain appropriate procedures for the segmentation and security of client data (i.e. client data is segmented on the System so that it cannot be viewed by other clients)	X	X	X
Monitor, analyze and manage the capacity and performance of the Vendor application and database server hardware	X	X	X
Immediately notify Vendor of faults or errors discovered in the System or in the provision of services (including failure of the System to perform in accordance with the specifications of the Agreement) and provide Vendor with documented examples of such fault or error	X	X	X
Take commercially reasonable measures to rectify faults or errors impacting the performance of Vendor controlled technical infrastructure in accordance with the Agreement	X	X	X
Manage an issue log				X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 12

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Process Steps	LS&Co.			Supplier
Maintain and regularly review procedures for the implementation of application software including patches and upgrades	X	X	X
Notify clients of major version upgrades; schedule implementations of such upgrades, having regard to the scope of changes and business impacts	X	X	X
Provide guidance on specific areas to test when version upgrades are applied	X	X	X
Provide support services	X	X	X
Undertake unit testing of changes (if required). Develop, complete and validate testing scenarios when upgrades are applied.	X	X	X
Undertake testing of changes (e.g. acceptance testing, etc.) if required; develop, complete, and validate testing scenarios when upgrades are applied	X	X	X
System configuration changes required by client	X	X	X
Approve/signoff 29.0 system configuration changes	X	X	X
Report relevant technical failures				X	X	X
Conduct all necessary system checks (including virus checks) associated with any exchange of data and the use of the system to prevent the transfer of viruses.	X	X	X
Responsible for any System or software error resulting from misuse of the System	X	X	X
Define and approve LS&Co. users	X	X	X
Define Supplier Users	X	X	X
Confirm that client representatives comply with any applicable terms	X	X	X
Manage and maintain all password/ID setups as well as changes	X	X	X
Build & maintain any required benefit calculations (i.e., retirement plans.)	X	X	X
Data Management
Provide standard specifications or templates for all agreed inputs, for example HR interfaces	X	X	X
Upload the data to payroll application where interfaces are not available (including employee demographic data)				X	X	X
Provide updated templates to client as the System changes require				X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 13

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Process Steps	LS&Co.	Supplier
Handle all data in accordance with the applicable local Vendor privacy policy and other audit requirements		X	X	X
Validate and input residual data not received via HR interface or by ESS		X	X	X
Upload HR interface file		X	X	X
Check updated master file data changes against source data		X	X	X
Manage upload of additional data into payroll application		X	X	X
Retain electronic copy of all data uploaded for the processing period		X	X	X
Provide file format specifications to assist client to build interface from existing client HR system		X	X	X
Log any issues in relation to HR data load (if applicable)		X	X	X
Notify relevant governmental authority of employee changes		X	X	X
Manage notification of System errors to 3rd parties or LS&Co. in a timely manner		X	X	X
Obtain the consent of any party whose personal data or funds are affected by the terms of the Agreement to enable both Vendor and client to perform their respective obligations.
Input new employee information and employee master file changes electronically and in accordance with the Payroll Schedule		X	X	X
Confirm all data is complete		X	X	X
Maintain earnings and deductions		X	X	X
Maintain pay calendar		X	X	X
Maintain accrual rules		X	X	X
Maintain tax rules		X	X	X
Maintain garnishment rules		X	X	X
Enter/Update pay distribution preference		X	X	X
Enter/Update advice/stub viewing preference		X	X	X
Enter/Update direct deposit information		X	X	X
Enter/Update regulatory tax information in the system		X	X	X
Enter/Update state employee tax elections		X	X	X
Enter/Update local employee Tax elections		X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 14

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Process Steps	LS&Co.			Supplier
Enter/Update voluntary deductions				X	X	X
Provide system access to on-line advice/stub system.				X	X	X
Provide systems access to on-line Wage & Tax Statements system				X	X	X
Provide systems access to on-line Wage & Tax statement corrections system.				X	X	X
Enter/Update garnishments				X	X	X
Maintain employee deductions related to benefits				X	X	X
Payroll Time Data Inputs
Upload time data file from TimeSaver and Kronos. (and equivalent systems/processes from each country)				X	X	X
Check updated time data changes against source data.				X	X	X
Maintain softcopy of upload information on file for the processing period.				X	X	X
Log any issues in relation to time data load (if applicable).				X	X	X
Enter positive time and exceptions				X	X	X
Review and approve time	X	X	X
Process T&A				X	X	X
Review and resolve warnings and errors (including missing approvals)				X	X	X
Enter adjustments				X	X	X
Process T&A iteratively until clean				X	X	X
Submit error free (from Kronos or other T&A rules) T&A file to payroll and Identify errors				X	X	X
Send errors to managers/time keeper to correct				X	X	X
Receive Corrected data from T&A systems and reprocess file				X	X	X
Reprocess 13.0 corrected T&A file				X	X	X
Maintain Time and Attendance system including employee access and password resets				X	X	X
Employee Self Service / Manager Self Service
Enter overtime, meal allowances and standby allowances if agreed between the parties				X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 15

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Process Steps	LS&Co.				Supplier
Enter leave application data if agreed between the parties						X	X	X
Update Bank details if agreed between the parties.						X	X	X
Provide training and support for users of ESS and/or MSS as applicable						X	X	X
Authorize self-service transactions						X	X	X
Pre-Payroll Processing
Confirm timely funding of accounts for dispersal of employee payroll through agreed upon bank						X	X	X
Create, maintain and distribute Payroll Schedule for each country on a calendar year basis						X	X	X
Approve payroll schedule		X	X	X
Load pay variation data						X	X	X
Verify data loads						X	X	X
Calculate termination payments						X	X	X
Validate and approve termination payment calculations for all special handling cases		X	X	X
Payroll Processing
Update and maintain parameters for payroll process and set control records for pay cycle status (such as, run/check/edit)						X	X	X
Monitor pay process against scheduled timeframes						X	X	X
Perform leave update (time evaluation) process for current payroll						X	X	X
For each pay run:						X	X	X
• Run trial pay (simulation)						X	X	X
• Verify trial pay run results and reports						X	X	X
• Review trial pay reports						X	X	X
• Rectify advised errors in trial pay						X	X	X
• Give approval for final pay run		X	X	X
Finalize pay and perform payroll release in accordance with pre-agreed processing schedules						X	X	X
Reconciliation of payments and deductions for payroll purposes						X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 16

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Process Steps	LS&Co.			Supplier
Request for off cycle process	X	X	X
Process and calculate off-cycle processes				X	X	X
Maintain process and procedure manuals				X	X	X
Send approved additional pay (bonus, commission, incentives etc.) files to Supplier	X	X	X
Receive approved commission files				X	X	X
Receive approved additional pay (bonus, incentive, etc.) files				X	X	X
Calculate 100% deferrals				X	X	X
Review pay data and identify errors				X	X	X
Work with customer to determine correction method, if needed				X	X	X
Make corrections to pay				X	X	X
Setup for split Payrolls					X	X
Run balancing and audit reports				X	X	X
Review exceptions and escalate as needed				X	X	X
Resolve escalated exceptions	X	X	X
Create and distribute payroll register				X	X	X
Close payroll				X	X	X
Run GL interface & send files manually to AP				X	X	X
Create and Send ACH (3rd party provider)				X	X	X
Create and Send Positive Pay (3rd party provider)				X	X	X
Create and Send Tax Payments (3rd party provider)				X	X	X
Create and Send 3rd Party Interfaces				X	X	X
Print Checks (3rd party provider)	X	X	X
Distribute Checks (3rd party provider- )	X	X	X
Process scheduled off-cycle and on-demand Payrolls				X	X	X
Reclassification of OT/Rates due to local statutory requirements such as for bonuses etc.				X	X	X
Perform check cancellations and replacements				X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 17

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Process Steps	LS&Co.				Supplier
Process overpayment recoveries						X	X	X
Process deferred compensation disbursements						X	X	X
Post-Payroll Processing
Apply support packs (containing statutory updates and program corrections) provided by SAP to the System		X	X	X
Prepare electronic payroll reports						X	X	X
Direct communication with employees						X	X	X
Leave Management
Advise Vendor of any changes to leave management rules		X	X	X
Submit changes to leave management rules as per client instructions						X	X	X
Ensure leave details are loaded into the System						X	X	X
Process leave payments through payroll process						X	X	X
Termination Management
Direct termination notification to Vendor (including any additional payment details for termination pay)		X	X	X
Calculate termination payments						X	X	X
Authorize termination payments		X	X	X
Process calculated termination payment						X	X	X
Deliver payment to employee via EFT, as applicable						X	X	X
Delivery payments to employees via check		X	X	X
Prepare statutory termination forms (e.g., tax certificates, ROEs), if required						X	X	X
Confirm that employee termination has been finalized in the System						X	X	X
Notify relevant government authority of employee terminations						X	X	X
Payback Agreement with Employees
Administer any payback amounts with employees						X	X	X
Payback amount to be adjusted along with next payrun						X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 18

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Process Steps	LS&Co.				Supplier
Collection of payback amount for terminated employees		X	X	X
End-of-Month Activities
Prepare and upload to ERP client general ledger interface file						X	X	X
Provide financial reports to client, as agreed between the parties						X	X	X
Prepare and transmit, as agreed between the parties, all electronic standard and country specific payroll and reports						X	X	X
Reconcile regulatory report data with payroll outputs						X	X	X
Provide additional monthly services for lodgments and remittance of funding as agreed between the parties						X	X	X
Adhoc Reporting requests						X	X	X
Client Relationship Management
Performance metrics reporting, as agreed						X	X	X
End–of-Year Activities
Advise any regulatory changes		X	X	X
Manage a timetable for the reporting of yearly taxation and regulatory requirements.						X	X	X
Produce year-end reconciliation.						X	X	X
Approve year-end reconciliation.		X	X	X
Collate tax relief details for countries as required.						X	X	X
Produce electronic forms/files for year-end lodgment to employees and government authorities, as agreed between the parties.						X	X	X
Submission of hard copy file (if required)		X	X	X
Distribute employee forms to employees on a per country basis.						X	X	X
Produce and publish payroll calendar						X	X	X
Perform quarter-end self-audit						X	X	X
Perform year-end self-audit						X	X	X
Generate quarter-end reports						X	X	X
Generate quarter-end interfaces						X	X	X
Generate year-end reports						X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 19

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Process Steps	LS&Co.				Supplier
Generate year-end interfaces						X	X	X
Identify and make corrections, reconcile corrections and remit final quarter-end reports						X	X	X
Identify and make corrections, reconcile corrections and remit final quarter-end interfaces						X	X	X
Identify and make corrections, reconcile corrections and remit final year-end reports						X	X	X
Identify and make corrections, reconcile corrections and remit final year-end interfaces						X	X	X
Support audits and statutory compliance						X	X	X
Create wage & Tax statements-3rd party provider ADP						X	X	X
Distribute hard copy wage & Tax statements		X	X	X
Other Payroll Activities
Develop and maintain interface between client HR system and the Payroll System		X	X	X
Develop and maintain interface program to receive and process client HR data		X	X	X
Monitor country specific public holiday calendars including any changes						X	X	X
Complete Garnishment wage attachment process						X	X	X
Complete Verification of Employment						X	X	X
Complete Unemployment management services or equivalent-3rd party provider		X	X	X
Additional Responsibilities
Arrange preparation of regulatory forms and reports for countries where electronic filing is not available		X	X	X
Arrange preparation of regulatory forms and reports for countries where electronic filing is available						X	X	X
Arrange filing of regulatory forms and reports with the government authorities for countries where electronic filing is not available. In Asia Pacific, Vendor will work with lodgment services as necessary		X	X	X
Arrange filing of regulatory forms and reports with the government authorities for countries where electronic filing is available						X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 20

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Process Steps	LS&Co.			Supplier
Arrange for the remittance of regulatory deductions to relevant government authorities or authorized local banks, as agreed between the parties	X	X	X
Manage lodgment of year-end regulatory forms and reports with government authorities for each country				X	X	X
Manage Payroll Service Delivery				X	X	X
Receive Customer Request				X	X	X
Analyze Customer Request				X	X	X
Research Customer Request				X	X	X
Perform Additional Research (as needed)				X	X	X
Fulfill Customer Request				X	X	X
Contact Customer to Ensure Satisfaction				X	X	X
Manage Inquiries / Requests				X	X	X
Analyze Contact Center Capabilities				X	X	X
Identify Contact Center Needs				X	X	X
Ensure Contact Center Staff Optimization				X	X	X
Manage Contact Center Service Delivery				X	X	X
Manage Documents				X	X	X
Monthly, Quarterly, annual regulatory & tax filings/reporting to include but are not limited to lodgments.				X	X	X

5. ACCOUNTS RECEIVABLES

5.1 SPLIT OF RESPONSIBILITY

Principal Activity	LS&Co.						Supplier
	LSA		LSE		AMA		LSA	LSE	AMA
Define and Communicate Policy
Establish, maintain, and communicate credit policies, regulatory requirements, procedures, approval limits and guidelines		X		X		X
Provide list of delegated powers of authority who can override 3rd party credit recommendations and provide authorization above service provider limits		X		X		X
Provide local legal / statutory inputs for policies and procedures		X		X		X
Training Supplier on new systems, new or major process changes and related process documentation		X		X		X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 21

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.			Supplier
Updates to existing process documentation, training on regular process updates				X	X	X
Process Credit Request
(Supplier to be responsible for non-strategic customers only. Split between strategic and non-strategic customers to be agreed during Transition Analysis)
Receive incoming credit requests for new customers. Collect and compile financials and other supporting documentation per guidelines needed to evaluate credit				X	X	X
Assess customer credit limit based on LS&Co. policy and 3rd party data (i.e. Dunn and Bradstreet)				X	X	X
Provide credit recommendation, including payment terms and recommendations for credit limit per agreed desktop procedures				X	X	X
Determine the security needed and held (letter of credit and deposits)				X	X	X
Submit credit recommendation for approval based on pre-defined approval matrix				X	X	X
Provide final approval on credit limits	X	X	X
Notify customer of approved limit and payment terms as needed				X	X	X
Coordinate credit approval process where significant customer interaction is required				X	X	X
Coordinate with Treasury to track letters of credit	X	X	X
Maintain customer data used to make credit decisions (physical document handling to be agreed as part of overall Mailroom & Scanning solution)				X	X	X
Liaison with Banks for bank guarantee, Letter of credit- including physical handling	X	X	X
Review credit holds when order limits are exceeded in order to assess whether orders should be fulfilled	X	X	X
Administer credit block release within established approval authority and guidelines				X	X	X
Update to credit limits per request from LS&Co				X	X	X
Track existing customers to ensure credit limit is reviewed for all on an annual basis				X	X	X
Provide recommendation and support for annual credit limit changes to LS&Co. (SAP)				X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 22

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.				Supplier
LS&Co. review/approve recommended Credit Limit changes.		X	X	X
Receive, research and address process escalations per agreed desktop procedures		X	X	X
Customer Billing
Ensure proper tax application for customer invoices, correct errors per agreed desktop procedures						X	X	X
Run billing extracts and generate customer invoices						X	X	X
Record reconciliation of invoices processed by SAP and 3rd part vendors to process broadcasting and mailing of invoices (both for LSA and LSE)						X	X	X
Generate manual customer invoices per request/instructions from LS&Co						X	X	X
Dispatch of manual customer invoices (EMDS, Tessi to continue dispatch activities in future). Requirement of physical invoice dispatch by Supplier, if any to be as per agreed Mailroom & scanning solution). AMA would like Supplier to dispatch physical customer invoices- To be finalized as part of Mailroom & Scanning Solution)		X	X					X
Process chargebacks per approval/instruction from LS&Co						X	X	X
Address incoming customer billing inquiries per LS&Co. guidelines						X	X	X
Make applicable pricing corrections as needed (based on approval from business teams)						X	X	X
Escalate customer billing inquiries or exception requests as needed to business teams						X	X	X
Research and resolve escalated invoice adjustment requests from the customer		X	X	X
Process Customer rebates per agreed procedures						X	X	X
AR Sub Ledger Period Close
Close AR sub ledger at period end with associated reconciliation to General Ledger						X	X	X
Provide to General Ledger teams AR sub ledger reporting as part of month end close						X	X	X
Provide month end close timetable and list of activities to be performed. (Split of period close activities between Supplier and LS&Co. to be agreed as part of Transition Analysis and detailed as part of desktop procedures)		X	X	X
Execute activities according to close timetable						X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 23

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.				Supplier
Cash Application
Manage the process of receiving manual payments, deposit cash/check receipts into bank accounts, share details for cash application with Supplier team		X	X	X
Review payment details from bank website, including images of checks, customer remittances and debit memos						X	X	X
Audit and balance each electronic file transmission and resolve exceptions (i.e., payments not matching, short payments, over payments, and unapplied cash)						X	X	X
Manage the process of auditing and balancing each electronic file transmission and resolve exceptions						X	X	X
Notify LS&Co. of exceptions requiring approvals						X	X	X
Provide required approvals		X	X	X
Assist the billing team and customers in researching and resolving short and over payments, missing invoices or any other billing discrepancies						X	X	X
Receive electronic payment information from appropriate lockbox, and verify auto-cash application against customer invoices or credit memos in the ERP system						X	X	X
Manage automated administration and collection of cash						X	X	X
Verify receipt of daily lockbox statements (automatic & manual lockboxes)						X	X
Process remittance advices by allocating payment receipts to the relevant Invoices/transactions						X	X	X
Manage the process of validating, posting and applying incoming payments received from customers to the A/R sub-ledger, in accordance with customer remittance advice details, following written guidelines and policies; leveraging banks responsibilities already in place		X	X	X
Identify deductions from remittances and raise debit / credit memos to reflect debits taken (short pays or deductions) – notifying collections as appropriate						X	X	X
Investigate and resolve unapplied and unidentified cash items						X	X	X
Resolve “on account” cash remittances and/or escalate to LS&Co. per agreed desktop procedures						X	X	X
Process refunds within authorized limits						X	X	X
Create request for refunds above the authorized limit						X	X	X
Approve or deny refund requests above authorized limits		X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 24

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.				Supplier
Process approved refund requests above authorized limits						X	X	X
Process Intercompany Cash Settlement Transactions
Apply intercompany cash to appropriate company						X	X	X
Settle intercompany transactions (manually/automated)						X	X	X
Approve intercompany cash amounts applied		X	X	X
Cash Reconciliation and Other Periodic Activities
Compare bank records against ERP to ensure that the data is synchronized accurately						X	X	X
Perform cash reconciliation between batched cash and cash posted to the AR sub-ledger						X	X	X
Investigate and resolve reconciliation issues identified from daily cash						X	X	X
Reconcile intercompany transactions						X	X	X
Reconcile customer account (at agreed frequency) based on payments received						X	X	X
Receive, research and address cash application reconciliations escalations		X	X	X
Generate customer account statements						X	X	X
Dispatch of customer statements (electronic/physical)						X	X	X
Past Due &Collections
(Supplier to be responsible for non-strategic customers only. Split between strategic and non-strategic customers to be agreed during Transition Analysis)
Run monthly A/R balances reports (i.e., aging reports in SAP)						X	X	X
Identify customers with past due balances and analyze reasons for non-payment						X	X	X
Oversee automated daily collections task-list for work distribution and collections activities						X	X	X
Prioritize collections activities based on tasks assigned to collectors and in accordance with LS&Co. collections guidelines						X	X	X
Set collection targets for team/individuals to drive collections						X	X	X
Review, Approve overall collections strategy		X	X	X
Perform Bad Debt Analysis						X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 25

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.			Supplier
Review and Approve Bad Debt Analysis	X	X	X
Contact key strategic customers or high dollar balance customers in accordance with written credit and collection policies and procedures to determine if debt is collectable (AMA* business decision to have Supplier collect all customer accounts)	X	X				X
Contact non-strategic customers or small dollar balance customers in accordance with written credit and collection policies and procedures to determine if debt is collectable				X	X	X
Request payment of outstanding invoices which are due for strategic customers and identify invoice disputes (AMA business decision to have Supplier collect all customer accounts)	X	X				X
Request payment of outstanding invoices which are due for non-strategic customers and identify invoice disputes				X	X	X
Record customer contact information and collection notes for strategic or high dollar balance customers (AMA business decision to have Supplier collect all customer accounts)	X	X				X
Record customer contact information and collection notes for non-strategic or small dollar balance customers				X	X	X
Discuss causes for delinquency and implement corrective actions with customers. Identify opportunities to improve customer payments within terms (i.e. for strategic customers in LS&Co. scope)	X	X	X
Discuss causes for delinquency and implement corrective actions with customers. Identify opportunities to improve customer payments within terms (i.e. for non-strategic customers in-scope for Supplier)				X	X	X
Create customer dunning letters/statements and send to customers (physical dispatch requirements to be agreed as part of Mailroom & Scanning solution) Note: AMA & US currently do not dispatch dunning letters.				X	X	X
Manage collection process of strategic insolvent/bankrupt customers, follow up progress with administrators and receivers until insolvency is concluded. The terms and conditions of sale should include clause on recovery of LS&Co. products.	X	X	X
Manage collection process of non-strategic insolvent/bankrupt customers, follow up progress with administrators and receivers until insolvency is concluded. The terms and conditions of sale should include clause on recovery of LS&Co. products.				X	X	X
For draft transactions against a letter of credit, follow-up with strategic customer to inform that we will draw from their letter of credit	X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 26

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.			Supplier
For draft transactions against a letter of credit, follow-up with non-strategic customer to inform that we will draw from their letter of credit				X	X	X
Approve and maintain list of customers that are defined as strategic	X	X	X
Propose change in payment terms and or payment plan where needed (non-strategic customers only)				X	X	X
Approve change in payment terms or approve payment plan where needed	X	X	X
Provide ‘Go forth and Collect’ reporting to the business on monthly basis (for non-strategic customers)				X	X	X
Review and approve customers authorized for payment plans under defined terms and periods	X	X	X
Unauthorized discount recovery					X
Post dated check management		X	X
Direct debit management (mainly Spain, GAS, also Italy)					X
Manage Write-offs
(Supplier to be responsible for non-strategic customers only. Split between strategic and non-strategic customers to be agreed during Transition Analysis)
Initiate request for accounts/invoices write-offs, seek approval and make updates as necessary				X	X	X
Approve “write off” requests which are outside the authorization levels in accordance with written policies, procedures and rules	X	X	X
Refer LS&Co. approved aged receivables to collection agency				X	X	X
Coordinate collections and write-offs with collection agency				X	X	X
Validate write-offs as needed	X	X	X
Receive, research and address collections escalations	X	X	X
Customer Disputes
(Supplier to be responsible for non-strategic customers only. Split between strategic and non-strategic customers to be agreed during Transition Analysis)
Log incoming customer service issues, inquiries or disputes				X	X	X
Provide guidelines for billing adjustments	X	X	X
Identify billing adjustments needed and their type based on guidelines provided				X	X	X
Recommend billing adjustments				X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 27

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.			Supplier
Escalate unresolved customer disputes to business units based on escalation matrix	X	X	X
Refer uncollectible disputes to 3rd party collection agencies (write off only per agreed desktop procedures and approval from LS&Co)				X	X	X
Manage 3rd party collection efforts, resolve “exception” or unique customer disputes, and post any entries related to outcomes of dispute management resolution	X	X	X	X	X	X
Share analysis with LS&Co. on channel and customer disputes to identify customer specific and channel trends. Investigate root cause and address prevention with internal and external sources				X	X	X
Review and provide updates/actions to be taken if any	X	X	X
Reporting
Generate agreed process reports per procedures				X	X	X
Jointly participate in periodic business/process performance reviews	X	X	X	X	X	X
Calculate DSO to determine average number of days to collect revenue				X	X	X
Prepare unapplied cash report				X	X	X
Prepare Daily aging by credit report				X	X	X
Prepare Daily customer balance detail				X	X	X
Retail Store Accounting
Reconcile stores cash/Bank details				X	X	X
Liaise with stores for updates, discrepancies				X	X	X
Retail cash posting and reconciliation				X	X	X
Manage and oversee daily/monthly reconciliation from bank; resolve escalations	X	X	X

6. GENERAL ACCOUNTING

6.1 SPLIT OF RESPONSIBILITY

Principal Activity	LS&Co.			Supplier
	LSA	LSE	AMA	LSA	LSE	AMA
Intercompany Accounting
Setup Intercompany Agreements
Obtain cross business unit agreement on eligible intercompany transactions, including transfer pricing agreements.	X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 28

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.			Supplier
Configure pre-requisites of systems including:
a. Intercompany organizations	X	X	X
b. Transaction types
c. Approval workflow
Identify and Enter Intercompany Transactions
Setup intercompany suppliers and customers				X	X	X
Approve intercompany suppliers and customers additions/changes	X	X	X
Receive approved intercompany transactions requiring set up. Enter intercompany transactions				X	X	X
Validate and Post Intercompany Entries
Process intercompany invoices				X	X	X
Process intercompany credit/debit notes				X	X	X
Resolve holds and automation defects on payable invoices				X	X	X
Post transactions via the intercompany				X	X	X
Process intercompany payments and receipts				X	X	X
Process preliminary and final intercompany netting and escalate exceptions as applicable				X	X	X
Perform intercompany hedging	X	X	X
Create policy to govern intercompany accounting	X	X	X
Generate intercompany receivable and payable reports				X	X	X
Prepare schedule of intercompany payables and receivables				X	X	X
Prepare appropriate documents like Inter-company invoices etc.				X	X	X
Reconcile Intercompany Transactions
Perform intercompany reconciliations; sub ledger to ledger reconciliations and provide reconciliations to the counterparty and request confirmation of the reconciled balance				X	X	X
Perform Intercompany Eliminations
Eliminate LS&Co. approved intercompany revenues/expenses and balances				X	X	X
Eliminate intercompany profit on sales and inventory	X	X	X
Resolve Intercompany Disputes
Identify intercompany disputes				X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 29

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.				Supplier
Perform accounting transactions to facilitate dispute/difference resolution (e.g. pre-approved transactions that need to be corrected or transfer pricing transactions)					X	X	X
Receive and remediate escalations for intercompany transactions per regional guidelines		X	X	X
Receive, research and address and escalations related to disputed intercompany invoices or differences		X	X	X
Journal Entries and Review
Park and Post all journal entries agreed to be in-scope for Supplier					X	X	X
Review Journals periodically for compliance		X	X	X
Prepare and process transactional/recurring/non-strategic Journal Entries					X	X	X
Process manual and automated journal entries (mass allocation batch run during month end)					X	X	X
Prepare and process exceptional/one-time/complex/strategic Journal Entries		X	X	X
Process standard accruals agreed to be in-scope for Supplier					X	X	X
Process standard reserves agreed to be in-scope for Supplier					X	X	X
Prepare manual allocations agreed to be in-scope for Supplier					X	X	X
Review and finalize proposed allocations agreed to be in-scope for Supplier					X	X	X
Process standard allocations agreed to be in-scope for Supplier					X	X	X
Perform standard reversals and re-class as agreed to be in-scope for Supplier					X	X	X
Perform escalated reversals and re-class		X	X	X
Clear suspense and re-class inter-company					X	X	X
E-archival & retrieval of journals & supporting documentation per current LS&Co. procedures & tools					X	X	X
Define rules for archival / retrieval activities		X	X	X
Perform physical archival/retrieval activities		X	X	X
Perform physical archival/retrieval activities as may be agreed to be in-scope for Supplier Mailroom & Scanning solution					X	X	X
Foreign Currency Accounting

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 30

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.			Supplier
Update foreign exchange rates in the system				X	X	X
Perform Foreign exchange gain/loss accounting				X	X	X
Perform Account Reconciliation
Extract preliminary reports and trial balances				X	X	X
Prepare Balance Sheet reconciliations agreed to be in-scope for Supplier				X	X	X
Analyze and resolve reconciling variances for balance sheet accounts				X	X	X
Bank Account Reconciliation agreed to be in-scope for Supplier				X	X	X
Analyze un-presented checks and deposits not cleared				X	X	X
Reconcile bank balance to General Ledger				X	X	X
Review out of date checks				X	X	X
Investigate un-cleared deposits				X	X	X
Prepare journal entries for reconciling variances				X	X	X
Provide explanations for all reconciling variances in accordance with LS&Co. policy guidelines				X	X	X
Obtain approval for reconciliations and correcting journal entries in accordance with LS&Co. approval hierarchy				X	X	X
Provide hierarchy of approvals related to high/med/low account reconciliations	X	X	X
Review and approve account reconciliations and correcting journal entries per risk level of reconciliations/accounts (i.e. LS&Co. does not expect to approve all account reconciliations performed by Supplier)	X	X	X
Provide copies of account reconciliations and correcting journal entries as requested (e-archival & retrieval using LS&Co. tools)				X	X	X
Closing Activities
Communicate close schedule, hold pre-close meetings and begin initial analysis	X	X	X
Submit supporting materials to Retained personnel per close calendar				X	X	X
Close sub-ledgers (accounts payable, fixed assets, accounts receivable etc.) & General Ledger based on timing and calendar for period end close schedule set by LS&Co				X	X	X
Review, approve and close business units books	X	X	X
Perform period ending adjustments	X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 31

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.			Supplier
Review, approve and close corporate books (HFM)	X	X	X
Create cause of change summaries, perform close analysis and any top level adjustments or true ups; resolve exceptions	X	X	X
Provide final review, approval and close corporate books (HFM)	X	X	X
Perform final consolidations and finalize executive summaries including legal entity reporting package	X	X	X
External Reporting
Review local statutory filings, interim/annual earnings releases/reports to shareholders and government entities	X	X	X
Maintain local statutory filings and other regulatory reports	X	X	X
Submit regulatory reports	X	X	X
Support creation of external reports- provide data, complete templates				X	X	X
Manage Fixed Assets Inventory
Create asset master and post assets basis request from LS&Co				X	X	X
Process changes to asset master data per request from LS&Co				X	X	X
Set policy and identify owners for fixed asset inventory	X	X	X
Coordinate physical asset tracking and tagging	X	X	X
Administer periodic physical asset verification	X	X	X
Make appropriate transactional entries for assets based on outcome of physical inventory process				X	X	X
Approve the physical asset loss	X	X	X
Book accrual for missing assets (Note: AMA currently writes off missing assets directly)				X	X	X
Book accrual for tax portion of capitalized asset				X	X	X
Ensure depreciation is posted accurately across all Fixed Asset Areas and ledgers (support from LS&Co. for in-country local GAAP compliance)				X	X	X
Run processes to capitalize Fixed Assets or Fixed Asset additions				X	X	X
Ensure that all assets under construction postings are accurate and can be capitalized and escalate cases in which judgment is required				X	X	X

S&Co. – Attachment 2.2 – Description of Services – Finance Services Page 32

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.			Supplier
Meet with project managers to ensure projects are getting capitalized according to project Go Live.				X	X	X
Perform impairment test & communicate the impairment values of assets	X	X	X
Post journal entries to record asset impairments in accordance with LS&Co. policy guidelines				X	X	X
Communicate any statutory requirements	X	X	X
Create transactions as necessary for special one-time events (e.g. restructuring, sale of facilities)	X	X	X
Post transactions as necessary for special one-time events (e.g., restructuring, sale of facilities)	X	X	X
Asset Additions, Transfers, or Deletions
Initiate request for asset additions, transfers, or deletions	X	X	X
Review and approve requests for asset additions, transfers, or deletions	X	X	X
Process asset addition (with and without Internal Orders), transfer, or deletion according to LS&Co. policy and guidelines				X	X	X
Post additions to Fixed Assets for the month to the proper depreciation/amortization schedules and ensure they go to the correct asset class				X	X	X
Seek additional clarification as needed to facilitate asset additions, transfers or deletions				X	X	X
Run Depreciation
Process depreciation journal entries for assets				X	X	X
Post depreciation to General Ledger				X	X	X
Seek approval for depreciation exceptions per LS&Co. policy guidelines				X	X	X
Validate and approve exceptions	X	X	X
Process Asset Sale or Retirement
Initiate request for asset sale or retirement	X	X	X
Receive, review and approve completed acknowledgment forms with details on assets to be retired or sold	X	X	X
Process and post transactions to record retirements and sales of assets				X	X	X
Seek additional clarification as needed to facilitate asset sale or retirement				X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 33

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.			Supplier
Maintain Leases
Receive completed lease contract and capital appropriation request, determine and classify lease type (operating or capital), create lease amortization schedule, and submit request to AP for payment set up (if applicable).	X	X	X
Create periodic management reports for Corporate Finance and Treasury				X	X	X
Run capital leased asset depreciation and transfer to General Ledger				X	X	X
Record accruals or prepayments for any operating or capital leases and book monthly journal entries				X	X	X
Approve accruals or prepayments for any operating or capital leases	X	X	X
Process changes to asset master data				X	X	X
Perform Month-End Closing and Reconciliation of Lease Account
Reconcile lease account to bank payments and investigate/resolve reconciliation issues identified from monthly cash statement				X	X	X
Escalate reconciliation issues/exceptions as needed				X	X	X
Retire leased assets as appropriate				X	X	X
Monitor leases for renewals/retirement	—	—	—	X	X	X
Review and approve reports and journal entries using third party system(s) as appropriate	X	X	X
Maintain Assets Under Creation/Project Accounting
Initiate request for funding via completion of a capital appropriation form	X	X	X
Receive completed capital appropriation request form Provide pre-approved budget for a fixed asset under construction and supporting documentation	X	X	X
Open internal Order per completed request from LS&Co				X	X	X
Review PER (Project Expense Request) for completeness of data				X	X	X
Monitor projects for spending completion and notify the business if it is stagnant				X	X	X
Publish reports like fixed assets roll forwards, capital tracking, aging projects and retain records in electronic format records for Auditor and SOX testing; support audit process as needed				X	X	X
Review by LS&Co	X	X	X
Initiate any queries related to reporting	X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 34

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.			Supplier
Respond to any incoming queries				X	X	X
Close out project/related internal order and establish asset once spending is complete				X	X	X
Support for Escalations and Processing Service Requests/Inquiries
Receive, research and address escalations raised during the Fixed Assets physical inventory processes	X	X	X
Receive and research escalations raised during asset impairment decision making process	X	X	X
Prepare reports for management purposes such as depreciation expense summary, and Fixed Asset summary per agreed LS&Co. requirements				X	X	X
Respond to end-user requests for asset values and disposition values; escalate unresolved queries to LS&Co				X	X	X
Resolve cases escalated to LS&Co. per agreed procedures	X	X	X
Establish, maintain, and communicate policies, procedures, approval limits and guidelines for intercompany accounting per regional guidelines	X	X	X
Merger & Acquisitions
Process entries for goodwill in accordance with instructions from LS&Co				X	X	X
Approve accounting entries for new acquisitions	X	X	X
Policy and procedure for goodwill accounting	X	X	X

7. INVENTORY ACCOUNTING

7.1 SPLIT OF RESPONSIBILITY

Principal Activity	LS&Co.			Supplier
	LSA	LSE	AMA	LSA	LSE	AMA
Provide inputs to expense allocations and inventory valuation (raw materials, WIP, finished goods)	X	X	X
Support product costing (For Business Finance / Operations) and inventory accounting (maintain standard cost rates, track cycle counts, and cost revisions)	X	X	X
Create and process judgmental entries related to inventory valuation (i.e. LCM)	X	X	X
Process standard journal entries for inventory adjustments				X	X	X
Reconciling POS data, ERP differences				X	X	X
Follow up with stores related to potential inventory adjustments				X	X	X

8. TREASURY TRANSACTIONS

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 35

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

8.1 SPLIT OF RESPONSIBILITY

Principal Activity	LS&Co.			Supplier
	LSA	LSE	AMA	LSA	LSE	AMA
Rate updates (forex, cost rates, budget rates, etc.)				X	X	X
Exact split of work for Supplier to be detailed during Transition Analysis
Closing journals				X	X	X
Generate in-house bank statements,				X	X	X
Liaison with Banks, in-country finance teams for funding requirements, transfers, hedging, cash forecasting etc.	X	X	X

9. INTERNAL REPORTING

9.1 SPLIT OF RESPONSIBILITY

Principal Activity	LS&Co.			Supplier
	LSA	LSE	AMA	LSA	LSE	AMA
Internal Reporting
Support preparation of management reports				X	X	X
Participate in regional and higher process reviews	X	X	X
Participate in affiliate process reviews				X	X	X
Respond to internal customer inquiries and escalated as necessary				X	X	X
Respond to escalations	X	X	X
FP&A (Variance analysis, budgeting & forecasting activities)	X	X	X

10. INDIRECT PROCUREMENT ENABLEMENT

10.1 SPLIT OF RESPONSIBILITY

Principal Activity	LS&Co.			Supplier
	LSA	LSE	AMA	LSA	LSE	AMA
Define and Communicate Policies
Establish, maintain, and communicate policies, procedures, band-level approval (BLA) limits	X	X	X
Provide local legal/statutory inputs for PO policies and procedures	X	X	X
Transactional Procurement
Requisitioning
Requestor determines purchase need and creates requisition in requisitioning tool	X	X	X
Verify all supporting documentation is included in submission of requisition.				X	X
Receive and review approved requisitions for completeness, accuracy and compliance				X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 36

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.			Supplier
PO Management
Create purchase order				X	X
Create purchase order AMA			X
PO Sending			X	X	X
Initiate changes to PO ( PO Amendment)	X	X	X
Follow PO amendment process				X	X
Sending Amended PO				X	X
PO closure ( Yearly activity)				X	X
Procurement Helpdesk
Provide requisition and PO support to business				X	X
Provide Level 1 support on requisitioning tool				X	X
Provide Level 2 support on requisitioning tool				X	X
Support for raising PO in system						X
Reporting
Create periodic reports (e.g. Hands-free PO’s, Hands-on PO’s, Block PO’s, After the fact PO’s, Open PO report )				X	X	X
Create ad hoc reports (e.g. Spend per vendor, Spend per commodity)				X	X	X
Catalog Management (to be determined in TA / KA)
Enable Catalogs
Negotiate all items and pricing agreements for the selected catalogue suppliers, and ensure agreements are in place prior to Service Provider’s engagement with Supplier.
Provide the necessary technical and business support for the implementation of catalogues into catalogue system.
Validate content. Complete any normalization and cleaning as required and agreed based on agreed-upon data quality standards and format.
Resolve data quality issues beyond scope of agreed-upon data quality standards and format, or work with vendor to do so.
Establish new catalogue uploads schedule for Supplier managed contracts.

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 37

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.	Supplier
Conduct vendor training for any updates to tools and processes as required and agreed
Resolve exceptions with vendor. Escalate unresolved issues to client
Work with vendors to format Data using content management tool for internal catalogue or define Punch-out requirements.
Receive catalogue/contract Data from vendor.
Qualify vendor Data for Punch Out Catalogue.
Send Catalogues to vendor integration for loading.
Facilitate punch out catalogue to be linked to the catalogue system
Create, load and maintain catalogue/contract content in the catalogue system.
Propose items to be included in a catalogue based on the spend data
Maintain Catalogs
Update catalogue contents per approved request and agreed scope.
Validate content changes. Complete any normalization and cleaning as required. Catalogue manager is responsible for validating format changes
Category Manager is responsible for validation updates on pricing and products. Approve updated catalogue content to be loaded into production within upon turnaround time.
Resolve exceptions with vendor. Escalate unresolved issues to client
Resolve escalated issues within agreed upon turnaround time
Load updated catalogue into production environment within agreed turnaround time.
Execute end user communications related to the catalogue as required within agreed upon turnaround time

11. TECHNOLOGY & MASTER DATA MANAGEMENT

11.1 SPLIT OF RESPONSIBILITY

Principal Activity	LS&Co.						Supplier
	LSA		LSE		AMA		LSA	LSE	AMA
Define and Communicate Policies
Establish, maintain, and communicate policies regarding Master Data		X		X		X
Establish, maintain, and communicate Data Master classification, timing and coding standards		X		X		X
Establish, maintain, and communicate clean-up schedule and guidelines		X		X		X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 38

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.			Supplier
Master Data Administration (Per volume metrics below)
New Record Creation Requests
Seek approval for new master record setup				X	X	X
Review for completeness of the request and duplicate check				X	X	X
Obtain clarification from stakeholders for missing details/information				X	X	X
Create Master record in the ERP				X	X	X
In case of Vendor master raise ticket to get more vendor ID number when we reach close to exhaustion of the current numbers allocated				X	X	X
FICO MASTER DATA
Gather FICO master data requests via v				X	X
Hold approval meeting with pre-published agenda with all stakeholders to gain approval				X	X
Gather additional information from requestors as required				X	X
Approve FICO master data changes	X	X	X
Update master file data (e.g. chart of accounts, company codes, cost centers, profit centers)				X	X	X
Analyze master file data and provide recommendations when master file data is obsolete and should be removed	X	X	X
Monitor compliance with internal controls policies and procedures	X	X	X	X	X	X
Maintain Requests (On-going)
Receive master data modification requests				X	X	X
Gather all inputs required and seek final approval				X	X	X
Approve requests escalated by service provider	X	X	X
Modify / Delete the master record per request				X	X	X
Note all approvals related to change to be maintained (Share drive/share point)				X	X	X
Respond to stakeholders (Client, Vendor, Customer) change requests including name, payment method, remittance, tax ID, status, etc.				X	X	X
Maintenance and Clean-up
Conduct scheduled maintenance and clean-up				X	X	X
Provide ongoing feedback on coding and standards				X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 39

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	LS&Co.			Supplier
System Maintenance and Interfaces
Roll out of future LS&Co. related tools and systems	X	X	X
Perform testing as requested for rollout of future LS&Co. related tools and systems				X	X	X
Direct Vendor Master
Receive Vendor Request via Email or BPM				X	X	X
Verify proper approval party in request & MSA/TOE is approved by authorized person				X	X	X
Create Vendor Master and send alert for confirmation				X	X	X
Confirm Vendor Master in SAP				X	X	X
Communicate new Vendor Master details to Nexus Contract for Trade Card Vendors				X	X	X
Set up Output Condition for Trade Card Vendors				X	X	X
Update Global Vendor Database (IT)	X	X	X
Manage Records Retention of Request Forms				X	X	X
Manage Records Retention of Trade Vendor Master Service Agreement	X	X	X
Indirect Vendor Master (including Employee Master)
Create Internal Order for Employee Master (AMA)				X	X	X
Communicate new Employee Master details to business users and Concur Team				X	X	X
Communicate new Vendor Master details to business users				X	X	X
Manage Records Retention of Request Forms				X	X	X
Technology
Updates to tax master and overall system maintenance	X	X	X
Validate Supplier team user access to in-scope systems & applications				X	X	X
Bi-annual review of individual access levels				X	X	X
User access creation, updates and support	X	X	X
Raise ticket for Fixed Asset sub-ledger transactions like new locations, useful life etc.				X	X	X
Raise tickets for extending system generated serial numbers to accommodate new vendors				X	X	X
IT Production to create required serial numbers in the system	X	X	X

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 40

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

12. OTHERS

12.1 CONTROLS

Principal Activity	LS&Co.			Supplier
	LSA	LSE	AMA	LSA	LSE	AMA
All In-scope Finance Processes
Ensure the adequacy of the design of the controls	X	X	X
Ensure the operating effectiveness of the controls in-scope for Supplier				X	X	X
External Auditor Relationship	X	X	X
Provide audit trails from underlying systems, email boxes, shared points per agreed procedures				X	X	X
Update SOX key controls	X	X	X
Address identified controls issues as agreed with LS&Co. subject to change control procedures				X	X	X

12.2 ESCHEATMENT PROCESS (APPLICABLE FOR LSUS ONLY)

Principal Activity	LS&Co.			Supplier
	LSA	LSE	AMA	LSA	LSE	AMA
Due diligence for escheatment processing for unclaimed AP payments (applicable for LS US only)				X
Escheatment process for unclaimed Payroll payments				X
Administer escheatment process for unused AR credits				X

13. LANGUAGE

Languages Supported
LSA	LSE	AMA
English	English	English
Portuguese	French	Korean
Spanish	German	Vietnamese
	Italian	Japanese
	Polish	Mandarin
	Russian	Cantonese
	Spanish	Bahasa- Malay (discussed perhaps not required but provisioned to aid initial change management)
	Turkish	Bahasa- Indo (discussed perhaps not required but provisioned to aid initial change management)
	Dutch (For XX primarily)

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 41

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Countries Supported
LSA	LSE	AMA
Brazil	Belgium	Australia
Canada	Czech Republic	China
Mexico	France	Hong Kong
United States	Germany	India
	Greece	Indonesia
	Hungary	Japan
	Italy	Korea
	Poland	Malaysia
	Russia	New Zealand
	Spain	Pakistan
	Switzerland	Philippines
	Turkey	Singapore
	UK	South Africa
	Netherlands	Taiwan
		Vietnam

LS&Co. – Attachment 2.2 – Description of Services – Finance Services Page 42

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 2

DESCRIPTION OF SERVICES

ATTACHMENT 2.3.1

DESCRIPTION OF SERVICES – INFORMATION TECHNOLOGY SERVICES

NETWORK SERVICES

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION

Purpose: This Exhibit describes the Services to be performed for LS&Co. by Supplier pursuant to the Agreement. References: References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto. Definitions: As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

LS&Co.’s responsibility will focus on all Engineering tasks associated with supporting Network. This includes items such as certifying new firmware builds, reviewing and testing new technologies, creating documentation and procedures for turnover to the day-to-day teams and implementing automation.

It is incumbent on Supplier to train their technicians on all existing technologies (including future version upgrades) implemented at LS&Co. in order to be proficient in supporting said technologies. In addition, Supplier will develop a comprehensive onboarding process to bring new resources up to speed quickly without disruption to LS&Co.’s operations or internal resources.

The LS&Co. Engineering teams will provide up to 10 hours per calendar month to assist as necessary to resolve incidents, problems or requests. This effort excludes any kind of engineering scope activities and is dedicated effort for supporting Supplier BAU team for any operational issue

Without limiting Section 3 of the Agreement, the Services include (a) the services, functions and responsibilities described in this Attachment; and (b) the services, functions and responsibilities identified in the roles and responsibilities matrices contained within this Attachment for which Supplier is responsible (i.e., those Services which have an “X” in the column labeled Supplier).

2. IN SCOPE

Below is a list of in-scope activities (hereinafter referred to as “Network Services”)

Data

• 24x7 monitoring of network availability & performance

• L2/3 Support for Incidents, Problems and Requests escalated from L1

• Maintenance of standards and design.

• Network device management Router / Switch/Firewalls/Wireless /Remote Access/Security /DNS, DHCP Device & Patch Deployment, WAN optimization, IPAM

• Root cause analysis and performance analysis

• Telco / OEM co-ordination

• Trend analysis and reporting

• Update the asset register during change/deployment and validate CMDB updates

• WAN management (coordination with circuit Providers)

• LAN management

Voice & Video

• Voice support and administration includes support for IPT Voice Gateways, Phones (IP) & Voice Mail.

• Support for Video conference rooms

LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

• Support for Webcast

• Support for Internal Audio conference

• Coordination with Telecom service providers for dependency on Audio and Video services.

Common Services

• Hands and Feet Support

• IMACD’s Soft & Hard

• Configuration, Incident & Service Level Management

• Network Documentation

• Supplier Co-ordination

• LAN Cabling for retail to be covered as Time and Material

Levis Retained function

• Transport Circuit Ownership

• Financial responsibility for Telecom circuits, and Network hardware

• Defining Network technical Architecture for Data, voice & Video infrastructure

• Network Product selection

• Building Network configuration standards

• LAN Cabling (Excluding patch cabling)

• Facilities Management

• Warranty, Maintenance and Support Agreements

• Equipment (Hardware) Procurement

Additional Items Not Included In This Document That MUST be included are:

1. Supplier will update inventory within LS&Co.’s CMDB/Asset Inventory on a daily basis A bi-annual validation would also be performed. The Bi-Annual validation will be performed using the report from HP NNMi and ITAM (Service Now) in order to ensure that all the changes to the CI have been updated in the correct manner

2. Supplier as part of Project support will meet with customers to determine network requirements, only if a requirement does not meet within the existing supported framework will it be escalated to engineering. LS&Co. will provide up to 10hrs per month consulting to Supplier.

3. Supplier will create, review and upkeep process documentation and store them in a defined LS&CO. owned repository.

4. Supplier will manage QOS policies and ensure consistency across the global environment.

5. Supplier will prepare and execute test recovery exercise and actual recovery if required.

6. Supplier will participate in all operational related meetings, to include, but not limited to Daily Operations, Change Review and team meetings.

7. Supplier will perform all the necessary activities to prepare network equipment’s for decommission and disposal and coordinate with LS&Co. Supplier for the asset disposal

LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

8. Supplier will provide a monthly license tracking and reporting for network related devices utilizing the existing ServiceNow ITAM and SCCM tools set.

9. Supplier will follow LS&Co.’s documented escalation process for high incident tickets.

10. Supplier will perform all the necessary activities to prepare Network equipment for decommission and asset disposal will be coordinated with LS&Co.’s Supplier for the disposal. Supplier will update LS&Co.’s on the required CI to update the CMDB/Asset Inventory.

11. Supplier will maintain all network related devices (including voice/webcast) to N-1 firmware/OS versions to ensure global consistency.

12. Firmware upgrade for Cisco devices will not maintained to n or N-1 as per LS&Co’s.

13. LS&Co.’s confirm the current Firmware/OS versions are maintained to N or N-1.

14. If Standardization of Firmware/OS versions are required then it will be treated as a project.

15. Develop and maintain comprehensive Process Document with respect to the DR plan as it relates to all Datacenter network devices listed in this SOW. Supplier will follow the existing DR plan created by LS&Co

2.1. TECHNOLOGY PLATFORMS AND ENVIRONMENT

Supplier will provide Network Services for the following existing but not limited to technology platforms:

• Cisco Routers

• Cisco Switches

• HP Switches / Routers

• Cisco WAAS / Silver peak

• Cisco Wireless Access Points and LAN Controllers

• Cisco Call Manager

• Cisco Unity

• Lync audio conference

• Polycomm Video conference.

• F5 Load Balancers.

• Infoblock (IPAM)

2.2. SUPPORT COVERAGE

Supplier will monitor and manage LS&Co. WAN, LAN, WLAN, Audio and Video network infrastructure 24x7x365 with a combination of dedicated remote and onsite resources augmented by partner for hands-on support.

The dedicated onsite resources in San Francisco, Singapore, Westlake and Brussels locations will work local business hours and will follow local working policies including those applying to holidays and leaves. At these dedicated sites resources will be available for after-hours support for Severity 1 and Severity 2 incidents at no additional charge.

LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3. NETWORK OPERATIONS CENTER (NOC)

Supplier will be responsible for performing the network operations with the principal activities set forth in the following table.

Sl.NO	Principal Activity	Supplier			LS&Co
		LS A	LS E	AM A	LS A	LS E	AM A
1	Physical Scope
1.1	The Supplier will perform the Services at locations required to meet LS&Co.’s business objectives. These include the locations mutually agreed between Supplier and LS&Co.’s as per Exhibit 7.	x	x	x	x	x	x
2	Demarcation Boundaries of the Services
2.1	The Supplier will perform the Services within the physical boundaries of the Network Services	x	x	x
2.2	WAN and Analog lines in stores will be Supplier coordination only.	x	x	x
2.3	Manage Billing and invoicing for Retail analog lines.	.			X	X	X
2.4	Unmanaged devices like (Hubs and any network devices which are not SNMP enabled) will be Supplier co ordination	x	x	x
3	General Management and Administration Services
3.1	Act as a single point of contact for the management and administration of the Network within the scope of this Contract	x	x	x
3.2	Implement approved Network strategies in support of business objectives and in accordance with Change Management process.	x	x	x
3.3	Analyze and propose cost-effective Network Service alternatives.	x	x	x
3.4	Support all telecommunication protocols approved for use by LS&Co.’s.	x	x	x
3.5	Monitor the compliance of all Third-Party Suppliers with any service levels, or contractual commitments contained in any agreement between LS&Co.’s and Third-Party Suppliers.	x	x	x
3.6	Network services asset management will be reviewed/updated on a monthly basis to ensure accuracy in LS&Co.’s CMDB/Asset database. This will also include periodic review/reconciliation as requested by LS&Co. Using the report from HP NNMi and ITAM (Service Now).	x	x	x
4	Third-Party Supplier Management and Coordination
4.1	Manage and coordinate the activities of all Third-Party Suppliers where The Third-Party Supplier provides services to LS&Co.’s in direct support of the Network.	x	x	x
4.2	Notify LS&Co.’s and the Third-Party Supplier of each Third-Party Supplier failure to perform in accordance with the provisions of its agreement.	x	x	x
4.3	Evaluate and recommend retention, modification, or termination of a Third-Party Supplier based on the performance or cost benefits to LS&Co.’s as tracked by the Supplier.	x	x	x

LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Sl.NO	Principal Activity	Supplier			LS&Co
5	Architecture Services
5.1	Define Strategy, Standards and High Level Architecture – Design Authority				x
5.2	Review standards and provide input	x
6	Network Operations and Management
6.1	Operations and Management of all in-scope network equipment and any future network devices and Network Services that are added by agreement to the scope – all devices in this scope must support SNMP Read / Write	x	x	x
6.2	Perform Network configuration management backups according to LS&Co. standards.	x	x	x
6.3	For LS&Co’s owned equipment provide Network services for Level 1,2 &3 for WAN, LAN, Video, Wireless, remote access VPN, Firewalls, Load Balancers and Call Manager and Unity Voicemail	x	x	x
6.4	Provide physical network management (devices & circuits)				x	x	x
6.5	Procurement, Financial responsibility with the Telecom carrier and third parties for cabling as well as Procurement & financial responsibility of all network devices				x	x	x
6.6	Raise the PO for new devices				x	x	x
6.7	Perform 1st – 3rd Level network problem determination and resolution for Network Services	x	x	x
6.8	Perform third party Supplier management and performance management	x	x	x
6.9	Approve Preventative Maintenance time window.				x	x	x
6.10	Perform manufacturer prescribed preventive maintenance	x	x	x
6.11	Provide audit logs of all activity with network equipment	x	x	x
6.12	Provide monthly proactive reporting, analysis, solutions	x	x	x
6.13	Perform patching between jack panel and Network equipment in Datacenters. Require Supplier to perform this for field site locations by coordinating with local site contacts or sending a dispatch partner (cost paid by LS&Co’s) as defined by LS&Co.	x	x	x
6.14	Perform IP Address administration using agreed tools.	x	x	x
6.15	Perform IMAC IP Addressing changes	x	x	x
7	Network Monitoring
7.1	Perform proactive network monitoring using agreed upon management systems	x	x	x
7.2	Respond to alerts using agreed upon tools in order to meet Service Levels	x	x	x

LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Sl.NO	Principal Activity	Supplier			LS&Co
7.3	Monitor report and investigate bandwidth spikes / exceeding of thresholds. In the case of the WAN this is in conjunction with the Telecom Service Provider	x	x	x
7.4	Implement Monitoring for all LS&CO’s owned equipment (Routers, Network LAN, Firewalls, Load Balancers, remote access, Call Manager, Unity Voicemail, Wireless, Video, Voice). Coordinate for resolution of the incident with Telecom service provider and other third parties for hardware/services provided by them	x	x	x
7.5	Coordinate with Telecom service provider for ADSL and other links terminated at stores	x	x	x
7.6	Coordinate with Telecom service provider for new requests.	x	x	x
7.7	Coordinate with Telecom service provider for incidents related to WAN links and Network equipment provided by Telecom service providers.	x	x	x
7.8	LS&Co.’s to inform Supplier on new links to be installed and existing links to be removed for Retail stores				x	x	x
7.9	Coordinate with Telco providers to have new links installed and existing links removed for Retail stores	x	x	x
7.10	Coordinate with LS&Co. retail business on network changes as part of retrofits.	x	x	x
7.11	store opening, closing will be covered as part of a project	x	x	x
8	Hardware and Software Management
8.1	Develop installation plan for IMACs	x	x	x
8.2	Procure new equipment and necessary Software / Hardware upgrades				x	x	x
8.3	Schedule installation and cut-over activities for IMACs	x	x	x
8.4	Coordinate with onsite LS&Co.’s staff / dispatch technicians or hardware maintenance service provider to perform Network hardware maintenance services as needed	x	x	x
8.5	Perform hardware receiving and staging at LS&Co.’s locations for IMACs During hardware installation or retrofit an existing environment, it is expected that the wiring will be routed in a professional manner, using proper zip ties/Velcro to prevent stress and binding of cables. Pictures will be required to ensure the task was performed properly.	x	x	x
8.6	During hardware installation or retrofit of an existing environment Supplier will perform patch cabling.	x	x	x
8.7	For any structured cabling or running the cable through closed ceilings, under the floor. Supplier will do Supplier co ordination	x	x	x
8.8	Any custom cabling, cabling Supplier will perform crimping of connectors and Supplier will be responsible for Supplier coordination only.	X	X	x

LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 6

CONFIDENTIAL TREATMENT REQUESTED REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Sl.NO	Principal Activity	Supplier			LS&Co
8.9	Coordinate (Telecom Service provider equipment) resolution of hardware related problems	x	x	x
8.10	Perform regular maintenance on in-scope Assets (IOS standardization, check on EOL/EOS devices and updating LS&Co.’s for replacing the same etc.)	x	x	x
8.11	Coordinate and Validate warranty maintenance and replacements with third parties when applicable	x	x	x
9	Software Configuration and Firmware Management
9.1	Maintain Records for Supported Software and Firmware Versions in LS&Co.’s CMDB/Asset database.	x	x	x
9.2	Recommend Software Licenses and associated firmware to ensure supported releases are in use	x	x	x
9.3	Perform agreed installation and deployment activities for IMAC	x	x	x
9.4	Maintain agreements to procure software and firmware releases to keep them current	x	x	x
9.5	Review and approve software and firmware upgrade requests
9.6	Document and maintain configuration management processes and ensure they are consistently followed	x	x	x
9.7	Review and approve configuration management processes				x	x	x
9.8	Establish standard configurations for Equipment and software	x	x	x
9.9	Review and approve standard configurations for equipment and software				x	x	x
10	Moves, Adds and Changes (MAC)
10.1	Define user requirements				x	x	x
10.2	Validate MAC requests	x	x	x
10.3	Provide and Procure facility environment, space, cabling, power, cooling and including under floor cabling, fiber and dark fiber				x	x	x
10.4	Plan and schedule IMACs	x	x	x
10.5	Develop installation and configuration specification of new equipment that is required for IMAC purposes	x	x	x
10.6	Implement and / or manage installation and configuration of IMAC.	x	x	x
10.7	Perform test and cutover and validation for IMAC. These activities will be performed remotely. If smart hands and feet are required, these steps will be performed onsite.	x	x	x
10.8	Perform user notification for IMAC. These activities will be performed remotely.	x	x	x

LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Sl.NO	Principal Activity	Supplier			LS&Co
11	Transport, Carrier and Connectivity Management
11.1	Procure circuits and bandwidth for network services				x	x	x
11.2	Manage third party contracts like Cisco Smartnet etc. Supplier will be responsible for updating LS&Co.’s on the expiry or change of support coverage only. LS&Co.’s will be financially responsible for renewing/upgrading the contracts.	x	x	x
11.3	Reviews and approve changes to third party contracts				x	x	x
11.4	Manage, Coordinate and resolve with Telecom carriers and third party Suppliers for any network problems	x	x	x
11.5	Monitor network for failures and performance	x	x	x
11.6	Provide availability, Root Cause Analysis and performance reports on a monthly basis using Telecom Carrier provided information for both WAN and Voice circuits	x	x	x
11.7	Perform coordination of end to end testing during Carrier outages	x	x	x
12	Telecom
12.1	Monitor and resolve Voice Network alerts and events [console monitoring]	x	x	x
12.2	Soft MACD (remote installations) for phone, Voice Mail and Voice Gateways	x	x	x
12.3	Perform dial plan changes	x	x	x
12.4	Notifications and resolution for the voice incident tickets	x	x	x
12.5	Resolve Voice Device/Voicemail failures/ troubleshooting	x	x	x
12.6	Perform Voice device software patch application	x	x	x
12.7	Procure Voice circuits, Hardware, Software, Cabling Services and Infrastructure to support the Managed Service and necessary upgrades				x	x	x
12.8	Coordinate and validate installation of Voice circuits	x	x	x
12.9	Perform/Coordinate installation of Voice network hardware	x	x	x
12.10	Physical installation/movements of the phones / Gateway	x	x	x
13	Cabling and Wiring Services
13.1	The Supplier’s responsibilities will include:
13.2	Coordinate Support and Commission, as required, Facilities provision of Cabling and intra-floor and inter-floor Wiring, within the Supplier physical demarcation boundaries.	x	x	x
13.3	Supplier will coordinate and validate the installation of physical cabling in all LS&Co.’s locations	x	x	X
13.4	Supplier will be responsible for Datacenter Patch Cabling.	x	x	x

LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 8

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Sl.NO	Principal Activity	Supplier			LS&Co
13.5	Third party cabling Supplier will be responsible for all structured cabling and any long runs of cabling in Datacenter.	x	x	x
13.6	Interact with LS&Co.’s real estate, landlord management, and other Authorized Users so that Cabling and Wiring requirements are properly communicated and managed.	x	x	x
14	WAN Acceleration
14.1	Manage, Troubleshoot and resolve the WAN Acceleration environment to assure adequate caching and optimization so that connection limits are not exceeded.	x	x	x
14.2	Maintain software level compliance for all WAN Acceleration systems	x	x	x
14.3	Where applicable, suggest a WAN Accelerator service to connect LS&Co.’s Sites to the existing WAN infrastructure.	x	x	x
15	Wired LAN Services
15.1	The Supplier’s responsibilities will include:
15.2	Provide wired systems support for LS&Co.’s wired LAN environment to include Network Services	x	x	x
15.3	Coordinate with Suppliers for LAN cabling and for any unmanaged devices like Hubs.	x	x	x
15.4	Supplier will perform punch down work at the Datacenter	x	x	x
15.5	Third-party cabling Supplier will perform device cabling at all other LS&Co. locations and Supplier will do coordination work.	x	x	x
15.6	Unmanaged devices like hubs will be supported at a “Best Effort” basis	x	x	x
15.7	Adhere to IEEE standards as well as Client technical and security guidelines with regard to wired LANs.	x	x	x
15.8	Comply with all security policies and requirements.	x	x	x
15.9	Support and update all new Hardware documentation for the wired LAN environment and store it in a LS&Co. owned repository.	x	x	x
16	Wireless LAN Services
16.1	Provide wireless Systems support ,	x	x	x
16.2	Troubleshoot and resolve issues at all LS&Co. locations.	x	x	x
16.3	Manage security systems (for example, authentication and authorization servers) associated with wireless LAN Systems.	x	x	x
16.4	Adhere to IEEE standards as well as Client technical and security guidelines with regard to wireless LANs.	x	x	x

LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 9

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Sl.NO	Principal Activity	Supplier			LS&Co
16.5	Comply with all radio frequency (RF) regulations.	x	x	x
17	Conferencing Services
17.1	Provision, configure, install, operate, support and maintain all In-Premise Conferencing Systems.	x	x	x
17.2	Assume responsibility for In-Premise Conference System set-up, for testing and implementation of Changes, and for providing conference bridge operation.	x	x	x
17.3	Manage and coordinate all Third-Party Suppliers associated with the provision of Conferencing Services.	x	x	x
17.4	Perform periodic Conferencing System testing to validate that individual components and the overall system are working correctly.	x	x	x
17.5	Perform preventive maintenance in accordance with the manufacturer’s specifications for all In-Premise Conferencing Systems located and maintained at LS&Co.’s Sites.	x	x	x
17.6	Perform Firmware updates and configuration changes as required	x	x	x
18	Video Conferencing Services
18.1	Schedule video conferencing facilities support.	x	x	x
18.2	Manage and maintain the calling directory.	x	x	x
18.3	Use the centralized management system provided by LS&Co.’s to perform daily monitoring of the status of IP-based Connectivity to all Video Conferencing Systems.	x	x	x
18.4	Troubleshooting and resolve any issues related to the video conference system	X	X	x
18.5	Assist users with real-time issues	X	X	x
18.6	Require Supplier to provide onsite support during any executive town hall events (Dry Run Test, preparation on day of etc.)	X	X	x
18.7	Supplier will perform firmware/software updates for both infrastructure and room system equipment. (Excludes the cabling, lighting or any other facilities related upgrades)	X	X	X
19	Store Infrastructure
19.1	WAN Infrastructure
19.1.2	Dispatch Supplier technicians as necessary to resolve store-networking issues.	X	X	X
19.1.3	Any cabling issues will be provided by Supplier. Any structural cabling/line cabling will done on Time and Material basis (Excluding patch cabling)	X	X	X
19.1.4	Coordinate with Third party cabling Supplier for all Retail Store cabling infrastructure management	x	x	x
	-Installation

LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 10

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Sl.NO	Principal Activity	Supplier			LS&Co
	-Support
	-Design
	-Testing
	-Liaison with business on requirements
19.1.5	Reactive monitoring support for WAN links and routers	x	x	x
19.1.6	Coordinate with Telecom service providers for all WAN link incidents	x	x	x
19.1.7	Coordinate with Telecom Service provider for all WAN router incidents	x	x	x
19.1.8	Manage requests for WAN service changes including adding new links and removing existing links	X	X	X
19.2	LAN Infrastructure - Wired
19.2.1	Coordinate with Telecom service provider for all LAN ports provided on the ADSL routers	x	x	x
19.2.2	Proactive monitoring for switch ports on ADSL routers will be done by Telecom service provider	x	x	x
19.2.3	Proactive monitoring for all store networking devices which are SNMP enabled and owned by LS&Co.’s (Currently only 1 Switch per store in LSA and LSE is being assumed. AMA as Switch ports are provided on ADSL router itself there will be no proactive monitoring. If there are any other network devices then the same will be discussed with LS&Co.’s and added as scope change)	x	x	x
19.2.4	Provide incident resolution for all store-networking devices owned by LS&Co.’s and which are SNMP enabled.	x	x	x
19.2.5	Manage requests for updates to store LAN technology including adding new and removing existing. (Assumed this to be a part of store installation count)	X	X	X
19.3	LAN Infrastructure - Wireless
19.3.1	Support all store wireless technologies.	X	X	X
19.3.2	Manage requests for updates to store Wireless infrastructure changes including adding new and removal of existing.	x	x	x
19.3.3	Mounting of Wireless access point to the ceiling will be performed by the Third party cabling Supplier.	X	X	x
19.3.4	Manage the Motorola Wireless currently deployed leveraging LS&Co’s tools. (Dude Monitoring, Motorola WiNG)	X
19.4	Analog Lines
19.4.1	Co-ordinate with Telecom service provider for all incidents and requests	x	x	x
19.4.2	Incident logging with Telecom service provider	x	x	x
19.4.3	Manage Telecom service billing				X	X	X

LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 11

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Sl.NO	Principal Activity	Supplier			LS&Co
20	Load Balancers
20.1	Performing on-going administration, management and monitoring of Load Balancers devices.	x	x	x
20.2	Load balance policy Configuration (including rule-base addition / modification / deletion)	x	x	x
20.3	Defining new server farms, real servers	x	x	x
20.4	Integration or Deletion of new or existing new server farms	x	x	x
20.5	Perform backup and Restoration of the load balancer configuration	x	x	X
20.6	Supplier will implement the latest software upgrade, patch release, bug fix and hardware fix and version updates once certified by Engineering.	X	x	x
20.7	Perform user access management on Load Balancer	x	x	X
20.8	Incident Management to include resolution related to performance and availability of Load Balancer	x	x	X
20.9	Device configuration changes by following Change Management process	x	x	x
20.10	Supplier will install/configure new load balancers / guests according to LS&Co. standards.	x	x	x

4. PROJECT SUPPORT

• Activities in the above roles & responsibility matrix stated in Statement of Work, such as Major upgrades, migrations, Hardware Refreshes, Evaluation of new tools & technologies, will be considered part of project support.

Projects performed by Supplier will fall into one of the following categories:

1. Steady State Projects

2. Project Pool Hour Projects

3. Major Projects

1. STEADY STATE PROJECTS

Steady State Projects are Projects of less than or equal to 40 hours that:

• are capable of being performed by the Steady State Staff (i.e., the Steady State Staff possess the appropriate skillsets to perform the Project); and

• Will not impact Supplier’s ability to meet applicable Service Level Agreements, as mutually agreed by the Parties’ respective Service Tower leads, taking into account the current and planned workload capacity of the applicable Steady State Staff resources).

• The total hours allocated to Steady State Projects in any given month cannot exceed 5% of the then current total monthly Steady State Staff FTE hours allocated for each Service Tower

LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 12

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Examples of work performed as Steady State Projects are system upgrades, hardware and software refreshes, and equipment installations and modifications across Service Towers. The total hours allocated to Steady State Projects in any given month cannot exceed 5% of the then current total monthly Steady State Staff FTE hours allocated for each Service Tower (the “Steady State Cap”). For example, if there are 20 FTEs comprising the Steady State Staff for NOC Services, the Steady State Cap for the NOC Service Tower for the month would equal 3,200 hours x 5% = 160 (assuming a 4 week month at 40 hours/week). LS&Co. will not receive an invoice credit if the hours used for Steady State Projects for a given month are less than the Steady State Cap.

Steady State Projects are included in the Base Fees and will not incur additional charges. LS&Co. may, in its discretion, allocate Project Pool Hours for the completion of any Steady State Project in excess of the Steady State Cap. LS&Co. may not split a longer duration Project (i.e., a Project in excess of 40 hours) into multiple smaller Projects in order to use up any unused hours for the month.

The prioritization of Steady State Projects will be handled by the Operating Committee as part of the Services Governance between LS&Co. and Supplier. If LS&Co. determines that a Steady State Project will take priority over achievement of a Service Level Agreement for a given month, LS&Co. will issue a written Service Level exception to the Service Provider. The total projects hours available from the steady state resource pool is 840 hrs. / year spread evenly across each month

2. PROJECT POOL HOURS PROJECTS

Project Pool Hours Projects are Projects greater than 40 hours in duration that are performed by the Project Pool Staff. Project Pool Hours Projects may also include Projects of equal to or less than 40 hours in duration that exceed the Steady State Cap.

These will be further sub-divided into

a) Network related infrastructure led projects

Supplier will provide the infrastructure Project Pool hours to LS&Co. each year for a 5 year period, based on the Project forecasts provided by LS&Co. Currently this pool constitutes of 5,000 for network i.e. total of 4,160 project hour/year that can be leveraged for network related infrastructure led projects This Project Pool will be available based on priorities established by LS&Co. and communicated to Service Provider on a weekly basis. Service Provider will provide an estimate of the Project Pool hours required for each Project Pool Hours Project by Skillset Category for review and approval by LS&Co. LS&Co. will draw down these hours over time, and such use will be reported by Service Provider on a monthly basis.

Service Provider will initially allocate resources to the Project Pool Staff in accordance with the hours per Skillset Category as agreed below. Any skillset required outside of the Skillset Categories will be made available to LS&Co. outside of the Project Pool, in accordance with the rate card submitted.

Westlake – 1 resource (Data), India—1 resource (Voice)

• Apart from the above 4,160 hrs. Annually as dedicated for only projects, there is an additional 840 hrs. annually for projects under NOC support which can be utilized within the steady state resource pool

b) Application-led projects

This pool is to meet with customers/application teams to identify requirements, sizing, and costing of new and changes to existing environments. Any application-led projects which can be covered within the 5000 hours/ year mentioned under infrastructure-led projects will not lead to additional cost. However if the demand from an application-led project exceeds the 5000 project hours, the same will be performed as a separate project under time and material using the project rate card

3. MAJOR PROJECTS

LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 13

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Major Projects are Projects that do not meet the conditions for the Steady State Projects or the Project Pool Hours Projects. Major Projects are not included in the Base Charges. For each Major Project requested by LS&Co, Supplier will prepare a proposal based on the requirements and scope of work defined by LS&Co. and will include an estimate of the charges for such Major Project. The Parties will enter into a separate Work Order with respect to any Major Project approved by LS&Co.

LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 14

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 2

DESCRIPTION OF SERVICES

ATTACHMENT 2.3.2

DESCRIPTION OF SERVICES – INFORMATION TECHNOLOGY SERVICES

DESKSIDE SUPPORT

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

1. INTRODUCTION

Purpose: This Exhibit describes the Services to be performed for LS&Co. by Supplier pursuant to the Agreement. References: References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto. Definitions: As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

Without limiting Section 2 of the Agreement, the Services include (a) the services, functions and responsibilities described in this Attachment; and (b) the services, functions and responsibilities identified in the roles and responsibilities matrices contained within this Attachment for which Supplier is responsible (i.e., those Services which have an “X” in the column labeled Supplier).

2. CORPORATE AND RETAIL DESKSIDE SUPPORT

The Services to be provided by Supplier to LSA, LSE, & AMA under this Agreement are categorized into the following Processes:

• End User Computing Services

• Field Support Services for Corporate Users

• Field Support Services for Retail Users

• Desktop Engineering Services

Supplier will support the following End User categories as designated:

a. Corporate locations support ;

b. Retail store support ;

c. Executive End Users

End User Computing Services includes the Services and activities, as further detailed in this SOW, required to respond and resolve End User device related issues that cannot be resolved remotely and needs a physical technician to visit at client location.

Also Supplier will be responsible for Desktop Engineering services

• Active Directory Computer Management – (i.e., data cleansing—old objects)

• AD Group Policy Management – Management of the existing policy

• AD/OS/App scripting such as scripting for an application push within SCCM

• Application Certification Management which comprises of coordination with application team for application certification management and help testing of such applications with the image

• Application Deployment Management

• Image Certification Management

• Hardware Certification which includes new model certification once a year for each device type. The device type included for this activity is Personal Computer and Tablets.

• Virtual Desktop Management – Managing of the existing virtual desktops in the environment

• Apple Infrastructure Management (everything…) which refers to the management of the apple devices and the infrastructure related to the apple devices

• PC Patch Management

LS&Co. – Attachment 2.3.2 – Description of Services – Information Technology Services – Deskside Support Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

• Desktop engineering Strategy/Roadmap which comprises of supporting LS&Co. in defining the tools strategy for end user computing and help finalize on the tools/technology strategy

• End user and support groups communication with respect to any change in the environment

• Training & Education (knowledge transfer) of the changes to the SD and Hands and Feet support engineers

• Management of the existing end user computing tools such as– ChangeBase (application testing tool), Casper, GoToMyPC, eFax

• Projects will be determined during LS&Co. AFP and will managed via the project change process

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

INSTALLATIONS, MOVES, ADDS, CHANGES AND DISPOSAL (IMACD)

Provide or oversee, as appropriate, all installations, de-installations, cascades, moves, add and changes for all EUC Equipment, Software, and related Services at LS&Co. Corporate and Retail Sites.

x

x

x

Coordinate, plan, and schedule IMACs with all affected IT functions (whether the function is included within the Services provided by Supplier, as a LS&Co. retained functions or a Third Party).

x

x

x

Create and document the processes to enable IMAC execution for each Software and/or Equipment component, and obtain LS&Co’s approval for such processes and documentation

x

x

x

Coordinate and communicate with designated LS&Co. personnel or other Third Parties, concerning scheduling and requirements so as to minimize the business impact on Authorized Users.

x

x

x

Provide physical space for storage of End User

x

x

x

x

x

X

Equipment, Software, parts, Network, cabling, or any other services necessary to execute the IMAC

Coordinate the scheduling and dispatching of appropriate technicians, including Third-Party Vendors

x

x

x

Perform any required backup procedures in accordance with Change Management guidelines

x

x

x

Re-load data or back up files as necessary

x

x

x

Set up security, file access, and other administrative procedures associated with the IMAC

x

x

x

Test the Equipment, Software, and related Services after the implementation of the IMAC to include network access (e.g., file open and print routing capabilities, remote connectivity, Internet/intranet access, etc.).

x

x

x

Provide desk-side orientation training materials appropriate to the Authorized User(s) receiving the IMAC.

x

x

x

LS&Co. – Attachment 2.3.2 – Description of Services – Information Technology Services – Deskside Support Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier			LS&Co.
If asset Tag is being used, affix an asset identifier tag to the asset and update the Asset Inventory and Management System in a timely manner when any Equipment or Software changes are implemented by Supplier or reported by LS&Co.	x	x	x
Monitor client satisfaction and closely monitor Service Levels throughout the IMAC activity and following the delivery at predetermined intervals.	x	x	x
Manage the recording and collection of the required inventory information and update the inventory system (or other LS&Co. inventory system)	x	x	x
Provide IMAC services for new store openings, store closing and store retrofits as a part of the IMAC visit as mentioned in section 3 of this SOW “Services Environment”.	X	X	X
Disposal Services
Adhere to the relevant LS&Co. Policies covering the decommissioning and disposal of equipment and any other disposal standards notified by LS&Co. to Supplier from time to time and provide a Report to LS&Co. certifying sanitization in accordance with this LS&Co. Policy	x	x	x
Remove all data from the Supported Equipment and arrange the disposal of cleansed Supported Equipment which is not appropriate for refurbishing and has been approved for disposal by LS&Co.	x	x	x
Provide a channel (disposal vendor) to dispose of Supported Equipment securely and in accordance with Applicable Law				x	x	x
All LS&Co. asset management policies will be followed as part of the disposal process	X	X	X
OPERATIONS AND TECHNICAL SUPPORT
Provide onsite support or dispatch of support specialists as necessary to provide Authorized Users with operational and technical support and to meet specified Service Levels.	x	x	x
Coordinate its activities with the Service Desk, and provide Level 2 and Level 3 Support to the Service Desk and/or Authorized Users as necessary.	x	x	x
Resolve Incidents and Problems associated with EUC Equipment and Software, and provide break/fix support, advice, and assistance to Authorized Users.	x	x	x
Responsible for resolving all Incidents and Problems associated with failure or degradation of Services related to EUC Equipment and Software.	x	x	x
Coordinate efforts with Third-Party service and maintenance providers as necessary to keep EUC Equipment and Software in good working order.	x	x	x
Perform proactive and reactive troubleshooting to effectively identify potential Incidents or Problems, and attempt to eliminate them before they occur.	x	x	x
Identify the scope of an Incident and request or a Problem, and provide operational and technical assistance to remedy the Incident or Problem.	x	x	x

LS&Co. – Attachment 2.3.2 – Description of Services – Information Technology Services – Deskside Support Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier			LS&Co.
When replace Equipment and/or Software in order to conduct a repair, copy data and perform backups.	x	x	x
Assist Authorized Users with support to enable the correct use of EUC Equipment and Software, as well as access to and use of related technologies and Services.	x	x	x
Provide L3 support & business liaison for Retail services in local languages where ever possible and provide support during all store hours. After-hours support is required for P1/P2 incidents. L3 supports includes but not limited to (Retail store technology, support, business liaison, support new initiatives, lead store open, closes and retrofits with respect to technical project management)	X	X	X
We currently have resources located in the following sites. -Brussels -Paris -Spain -SFO – Includes Retail Lab
Provide L2 support in local languages which includes but not limited to (Retail store technology, support, support new initiatives, support store open, closes and retrofits, vendor coordination, maintain knowledge base)	X	X	X
-Will provide support during all store hours. After-hours support is required for P1/P2 incidents.
-Maintain metrics of store downtime, ticket volumes, service levels, root cause analysis, reporting
Coordinate with Retail store staff for all technical dispatch situations	X	X	X
Store technology changes, additions and holiday readiness activities will be supported with IMAC or DSS services	X	X	X
Retail tower management •  Status reporting •  Incident analysis & reporting •  Queue management & reporting •  Incident trend analysis & reporting •  Resource management •  Team management	X	X	X
•  Maintain Retail knowledge base in in the LS&Co. ITSM Tool and coordinate with the service desk when processes and procedures are changed.	X	X	X
Provide following reports using existing LS&Co. tools: •  Maintain and report metrics of store downtime •  Maintain and report metrics of tickets volumes •  Maintain and report metrics of root cause for major incidents. •  Maintain and report metrics for Service Level’s	x	x	x

LS&Co. – Attachment 2.3.2 – Description of Services – Information Technology Services – Deskside Support Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier			LS&Co.
Manage Retail lab including the following •  Perform testing for Retail equipment this could include software or hardware testing. •  Reproduce and test technical errors •  Maintain Lab equipment •  Maintain processes for testing	x	x	x
•  Providing funding for necessary lab infrastructure				x	x	x
DESKTOP PATCH MANAGEMENT
Install Third-Party-supplied corrections and Patches to all end user PC devices as necessary.	x	x	x
Confirm compatibility or special requirements before widespread installation including compliance with LS&Co. Software Quality Standards.	x	x	x
Distribute security patches to comply with LS&Co. IT Security policies.	x	x	x
Provide monthly reporting to LS&Co. on the installation of all patches	x	x	x
ELECTRONIC SOFTWARE DISTRIBUTION
Utilize the existing electronic Software distribution system that effectively and efficiently distributes new Software to LAN-connected workstations located at LS&Co. Sites and to remotely connected workstations in a timely manner. This may require alternative transport methods (for example, CDs, etc.) because of size and bandwidth parameters.	x	x	x
With respect to LS&Co. developed applications, distribute Software, install Software, and install upgrades as required by LS&Co	x	x	x
Schedule Software distributions to minimize Authorized User disruption, and without Authorized User assistance and interaction, in order to support time-critical release upgrades, and to maintain current projects.	x	x	x
Perform Software distributions consistent with the configurations associated with Standard Products, as applicable, independent from the distribution media (for example, LAN, WAN, dial-up, CD ROM, etc.).	x	x	x
Use an SCCM / LS&Co. tool for Software distribution solution that provides consistent and efficient Software deployments for Software configuration changes.	x	x	x
Create and maintain automated installation packages for all software utilized on more than ten (10) workstations, or for any LS&Co. requested installation (i.e. – due to complexity or validation reasons, it may be desirable to automate small-deployed applications). This includes updates and patches for all packaged installations.	x	x	x
Wherever possible, install Software via an automated installation package without Authorized User interaction needed to verify a harmonized installation globally and to reduce lost productivity due to a missing or wrong application configuration.	x	x	x

LS&Co. – Attachment 2.3.2 – Description of Services – Information Technology Services – Deskside Support Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier				LS&Co.
Ensure any software installation/distribution does not adversely affect existing installations. Procedure, testing and documentation must comply with LS&Co. Software Quality standards and requirements.		x	x	x
Maintain exception process for designated workstations and/or sites, to ensure software patches and distributions do not automatically install, reboot or disrupt operations on exception PCs (as defined by LS&Co).		x	x	x
Provide Software distribution processes to support different Authorized User environments in an automated way (for example, LS&Co. LAN and WAN, home offices, Authorized Users working remotely, etc.).		x	x	x
Provide a transparent deployment mechanism independent from the distribution media (for example, LAN, WAN, dial-up, CD ROM, etc.).		x	x	x
Provide processes to link Software distributions and workstation inventories in order to verify the success of local and global deployments and to provide the ability to implement and track configurations.		x	x	x
Provide to LS&Co., and as required by LS&Co., software distribution device target counts and success results.		x	x	x
Resolve all failed software distribution		x	x	x
Continually review and improve the percentage of EUC devices that can be reached and updated with the electronic Software distribution system.		x	x	x
Provide the global SCCM 2012 infrastructure for the software distribution						x	x	x
Using SCCM 2012, Track & Report Desktop License usage for Corporate and Retail		X	X	X
Track license usage for non-SCCM connected sites as a part of the onsite visit (IMAC , Desk Side Software or Break Fix) which can be generated as a part of the Service Requests.		X	X	X
The details of the number of (IMAC, Desk Side Software and Break Fix) issues are provided in section 3 in this SOW under “Services Environment”
SOFTWARE PACKAGING SERVICES
As part of the Packaging Services, Supplier will: 1.  script and package Software for installation (and back-out) to the Services Environment; 2.  create Packages for different LS&Co. configurations 3.  create updates to existing Packages (e.g., patching, configuration changes or version changes); and		x	x	x
Utilize the existing tool set to generate the Package deployment success and failure reporting		x	x	x

LS&Co. – Attachment 2.3.2 – Description of Services – Information Technology Services – Deskside Support Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier			LS&Co.
In performing the Packaging Services, Package the software so that: a)  each Package is packaged in accordance with, and meets, the LS&Co. packaging standards (as such LS&Co. packaging standards may be changed by LS&Co. from time to time); and b)  each Package, once distributed to the Workstations, is capable of correct installation (and back-out) on the Workstations without any End User intervention.	x	x	x
Provide the current library of documentation that reflects the complexity and diversity of the environment and that enhances the Software support process. This library should contain all EUC software installed and supported, source code location, installation instructions (manual and automated/packaged), prerequisites, other application dependencies, patches required, version history and information, and quantity deployed.				x	x	X
Maintain a library of documentation that reflects the complexity and diversity of the environment and that enhances the Software support process. This library should contain all EUC software installed and supported, source code location, installation instructions (manual and automated/packaged), prerequisites, other application dependencies, patches required, version history and information, and quantity deployed.	x	x	x
Maintain master copies of the Software associated with Standard Products in a secure, central location. Distributed copies also need to be available for each region to ensure updates and installations can be performed in a reasonable manner (i.e. no performance lag due to WAN bandwidth).	x	x	x
Prior to the start of each calendar quarter, give notice to LS&Co. of all major installations and upgrades of Software that are planned to occur in the quarter for which notice is being given. Provide at least two weeks’ notice for all planned software distributions that are not the result of a user request. Provide immediate notice to LS&Co. for any ‘emergency’ (i.e. security related) distributions.	x	x	x
Consult with LS&Co. on the timing for implementing Software updates, to be determined by LS&Co. Perform technical impact assessment of any proposed update; i.e. impact to validated applications.	x	x	x
Define and check for particular Software signatures.	x	x	x
Check the presence and version of Software on specific devices. Provide ad-hoc/on-demand reporting to LS&Co. as needed.	x	x	x
Update Asset Management and Configuration Management Systems.	x	x	x
Remedy any defects relating to Packaging of a Package that are identified before, during or after deployment of the Package.	x	x	x
Determine the compatibility of End User Software with other Software in the Services Environment in accordance with the Software Certification Services	x	x	x

LS&Co. – Attachment 2.3.2 – Description of Services – Information Technology Services – Deskside Support Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier				LS&Co.
Provide Test Labs and utilize the existing tools being used for application packaging						x	x	x
The Tools used by Supplier to perform the Packaging will be subject to LS&Co.’s approval and should complement / integrate with the other tools and technologies used by LS&Co carry out appropriate quality assurance tests (“QA Tests”) on the packaging components of the package (but not the functionality of the Packaged Software itself) to verify, at a minimum:		x	x	x
that the Package functions correctly within the Services Environment; that the Package was packaged in accordance with the Packaging Standards; and		x	x	x
that the Package is able to completely install on the Workstations and Distributed Servers, in conjunction with the existing End User Software or Distributed Server Software, as relevant;
if a Package fails the QA Tests make necessary Modifications to the Package and repeat the QA Tests until either the Package passes the QA Tests or both Supplier and LS&Co. determine that the Packaged Software is not capable of passing the QA Test;		x	x	x
in relation to Business Applications only, provide the QA Test scripts for Supplier’s use in testing of the Packages and Supplier will proactively provide LS&Co. with suggested updates to the QA Test scripts;		x	x	x
in relation to Common Applications only, Supplier will develop and maintain the QA Test scripts for Supplier’s use in testing of the Packages, and will locate such scripts in the Supplier Repository.		x	x	x
Inventory Management
Conduct spares forecasting for the Break / Fix Services across corporate and retail environment.		x	x	x
Manage the staging and storage areas at Sites designated by LS&Co., including verifying that the Equipment will be stored in a secure area and not subject to extreme heat, cold, or dampness and managing such areas in accordance with the LS&Co. policies. Such staging and storage areas will be used by Supplier to store parts, Refurbished End User Computing Equipment and new Workstation and Server Equipment which has yet to be installed.		x	x	x
Maintaining inventory levels and working with the OEM for end user devices under warranty for parts shipment and replenishment of stocks		x	x	x
Minimize space requirements by using appropriate processes, including just in time delivery of Equipment.		x	x	x
For all End User Computing Equipment and Server equipment, manage pools of whole units of Equipment or parts for use in Incident and request Resolution as required to meet or exceed the Performance Standards (“Whole Unit Spares”).		x	x	x

LS&Co. – Attachment 2.3.2 – Description of Services – Information Technology Services – Deskside Support Page 8

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier			LS&Co.
1.  Ensure that any Whole Unit Spare that it provided to an End User: (a)   is a comparable item of Equipment with the Equipment that is being replaced; (b)   in the case of Peripherals, is compatible with the End User’s Workstation; (c)   in the case of Workstations, has the same End User Software and data installed and the same configurations as the End User’s Workstation; and 2.  is operating correctly and ready for End User use.	x	x	x
For Workstation Whole Unit Spares, Supplier will transfer the necessary End User Software and data to such Whole Unit Spare and assist End Users in restoring files	x	x	x
LS&Co. will own all spares and the shipment material and cost of spares				x	x	x
Pull & Ship from Depot locations.	x	x	x
Manage return shipping and repair of damaged components	x	x	x
Identifies any failed End User Computing Equipment or Server Equipment that is reasonably beyond economic repair, and inform LS&Co. before the device is prepared for disposal	x	x	x
Asset Management
Manage and update the asset information in the ServiceNow asset management module as and when there is a change to an asset status	X	X	X
Define the policies will be followed as part of the asset update / management process				X	X	X
Periodically maintain SCCM database in order to remove the stale objects, Also update the SCCM as and when assets are added or decommissioned in the environment	X	X	X
Procurement Management
Maintain inventory and determine when stock is low. And maintain the replenishment model and maintain the adequate stock level	X	X	X
LS&Co. to approve all new orders				X	X	X
Regular reporting of inventory status to include on-hand min/max levels, on a monthly / Quarterly basis	x	x	x
Order new inventory as required as a part of refresh and/ or replenishment utilizing a globally accessible ordering portal where applicable as provided by LS&Co.	x	x	x
Image Management

LS&Co. – Attachment 2.3.2 – Description of Services – Information Technology Services – Deskside Support Page 9

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier			LS&Co.
Create, test, certify, manage, update and maintain standard images (including “gold master” images or equivalent) for all Corporate and Retail Workstations.	x	x	x
Provide Media, License Information, Test Lab, Testing Hardware				x	x	x
Identify Pilot Testing Users				x	x	x
Discuss deployment plan and target devices	x	x	x	x	x	x
Deploy LS&Co. approved software images to Workstations as applicable.	x	x	x
Perform transaction status monitoring as part of integrated retail operations center for Raymark Applications based POS ( In English) for the owned and operated stores and network monitoring from the up/down status perspective	x	x	x

1. PROJECT POOL HOURS PROJECTS

Supplier will provide the infrastructure Project Pool hours to LS&Co. each year for a 5 year period, based on the Project forecasts provided by LS&Co. Currently this pool constitutes of 4,000 for end user computing ,

Service Provider will initially allocate resources to the Project Pool Staff in accordance with the hours per Skillset Category as agreed below. Any skillset required outside of the Skillset Categories will be made available to LS&Co. outside of the Project Pool, in accordance with the rate card submitted.

Currently the pool is planned to have following resources

• India - EUC Engineering – 2

• 1 FTE – Image Management

• 1 FTE – VDI Specialist (VM Ware)

LS&Co. – Attachment 2.3.2 – Description of Services – Information Technology Services – Deskside Support Page 10

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 2

DESCRIPTION OF SERVICES

ATTACHMENT 2.3.3

DESCRIPTION OF SERVICES – INFORMATION TECHNOLOGY SERVICES

CROSS FUNCTIONAL SERVICES

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

1. INTRODUCTION

Purpose: This Exhibit describes the Services to be performed for LS&Co. by Supplier pursuant to the Agreement.

References: References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto.

Definitions: As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

As a part of Cross-Functional services, Supplier will leverage LS&Co.’s current IT Service Management processes and tools to deliver and manage the IT infrastructure services. LS&Co.’s Service Management team will enable Supplier to understand the current processes by means of training and orientation sessions that will be conducted by LS&Co. during transition. Supplier will develop appropriate process documents for subsequent use and reference during the steady state operations. Supplier will submit the process documents to LS&Co. for its review and approval.

Supplier will work with LS&Co.’s Service Management team to establish appropriate interfaces between LS&Co.’s and Supplier’s service management toolsets during the transition phase. The interfaces will establish appropriate integration between the two toolsets. Supplier understands that the system of records will be LS&Co.’s service management tool. The integration of toolset will be bi-directional and Supplier’s service management tool will synchronize data with LS&Co.’s service management tool. Supplier will provide LS&Co. detailed plans for the toolset integration during transition planning phase.

As part of onboarding Supplier personnel, Supplier will establish procedures to impart appropriate level of training to new personnel that will enable them to understand and become aware of LS&Co.’s Service Management policies, processes and procedures. All Supplier personnel will use LS&Co.-approved process documents as reference documents to deliver and manage IT services.

The Services to be provided by Supplier to LSA, LSE, & AMA under this Agreement are categorized into the following Processes:

• Incident and Major Management Process

• Service Request Management Process

• Problem Management Process

• Change Management Process

• Knowledge Management Process

• Configuration Management Process

Without limiting Section 2 of the Agreement, the Services include (a) the services, functions and responsibilities described in this Attachment; and (b) the services, functions and responsibilities identified in the roles and responsibilities matrices contained within this Attachment for which Supplier is responsible (i.e., those Services which have an “X” in the column labelled Supplier).

The services, functions, and responsibilities set forth in this Statement of Work are supplemental to and incorporated into Supplier’s services, functions, and responsibilities in the other Information Technology Services Statements of Work (the other Statements of Work that form part of Attachment 2.3). Accordingly, Supplier shall provide all such cross-functional Services with respect to all of the Information Technology Services (the other Services documented as part of Attachment 2.3).

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

2. CROSS FUNCTIONAL PROCESSES

Incident Management Process

Incident Management handles all Service-affecting Incidents which may be failures or faults and restores the Service as quickly and efficiently as possible to the required Service Levels, while minimizing any adverse Impact on LS&Co. business operations.

Scope:

Supplier will manage and oversee the Incident Management Process across the Services and collaborate with LS&Co. and LS&Co. Third Party Contractors to manage the Cross Functional Incident Management Process.

Supplier will provide overall Incident Management Support and accepts that, while some Incidents may only affect the Services within the scope of Supplier, there will be Incidents that apply across the Cross Functional Services and require cooperation and joint work between Supplier, LS&Co. and the LS&Co. Third Party Contractors to resolve. Therefore, the Incident Management activities as described in this Exhibit apply to all types of Incidents.

The following table gives the activities and responsibilities of Supplier and LS&Co.

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

All Incidents

Provide available LS&Co. Incident Management policies, standards and procedures.

X

X

X

Provide Incident investigation, diagnosis, impact analysis, and reclassification as required.

X

X

X

Utilize and update the Incident Management System with all relevant information relating to an Incident.

X

X

X

Make an initial determination of the potential resolution.

X

X

X

Prioritize and escalate Incidents from VIP or Executive Users.

X

X

X

Link multiple contacts pertaining to the same Incident to the associated Incident Record. Resolve as many Incidents as possible during the Authorized User’s initial contact with the Service Desk, without transferring the call or using any escalation.

X

X

X

Resolve Incidents that are resolvable by Level 1 Support, and close the Incident after receiving confirmation from the affected Authorized User that the Incident has been resolved.

X

X

X

Resolve Incidents arising from or related to the Services, including break/fix hardware and Software support

X

X

X

Act proactively, and coordinate with all other parties (including Third Parties) as needed in order to resolve Incidents.

X

X

X

Transfer Incidents within specified time limits to the appropriate party without compromising Service Levels or Security requirements.

X

X

X

Provide or coordinate the final resolution to the Incident.

X

X

X

Escalate Incidents to the appropriate levels for resolution in accordance with escalation procedures approved by LS&Co.

X

X

X

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier			LS&Co.
Escalate an Incident where the Incident cannot be resolved within the relevant Service Levels or agreed timeframe	X	X	X
Close escalated Incidents after receiving confirmation from the affected Authorized User that the Incident has been resolved.	X	X	X
Restore normal service operations as quickly as possible following an Incident, with minimum disruption to LS&Co. Business operations, and in compliance with Service Levels.	X	X	X
Retain overall responsibility and ownership of all Incidents until the Incident is closed, subject to LS&Co. approval.	X	X	X
Track and report the progress of resolution efforts and the status of all Incidents	X	X	X
Keep LS&Co. informed of changes in Incident status throughout the Incident Lifecycle in accordance with agreed Service Levels	X	X	X
Leverage the LS&Co. Service Knowledge Management System to assist with the resolution of Incidents	X	X	X
Track the use of the Knowledge Management System, and report usage statistics to LS&Co. on a monthly basis, or as requested by LS&Co.	X	X	X
Where Incidents relate to Assets, update details in the Asset Register and the CMS/CMDB, or coordinate with the relevant process to confirm updates are made.	X	X	X
Incidents That Do Not Arise From or Relate to IT Services
Record the Incident and open an Incident Record.	X	X	X
Transfer the Incident to the appropriate person or entity for resolution or to provide guidance	X	X	X
Transfer Incidents within specified time limits to the appropriate party without compromising Service Levels or Security requirements.	X	X	X
Provide status updates to Authorized User within agreed Service Levels.	X	X	X
Incidents Only Partially Related to IT Services
Continue to work toward resolution of the relevant part(s).	X	X	X
Transfer the remaining part(s) to the Service Desk, without compromising Service Levels	X	X	X
Provide status updates to Authorized User within agreed Service Levels.	X	X	X
Incident Escalation
Support and reasonably assist with the creation of an escalation procedure to be documented in the Procedures Manual.				X	X	X
Review the Supplier developed process for escalation of Incidents, and if acceptable to LS&Co., approve such procedures.				X	X	X

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier			LS&Co.
Provide appropriate business feedback and responses to Provider upon request for critical events and major Incidents.				X	X	X
Escalate unresolved Incidents according to procedures approved by LS&Co., and automatically prioritize high-impact Applications, Software, Equipment and services, such that they are treated with the highest Priority. Implement escalation procedures that reflect and describe the Incident, including 1. Priority level of the Incident 2. Location of the Incident and the name and/or number of affected Authorized Users 3. Elapsed time before an Incident is escalated to the next higher Priority level	X	X	X
Investigate and diagnose activities to identify Workarounds for each Incident	X	X	X
Incident resolution activities to restore normal service in compliance with the Service Levels	X	X	X
Resolve Incidents by matching Incidents to Known Errors that are stored in a Known Error Database	X	X	X
Escalate Incidents to the Supplier’s and/or LS&Co. management team	X	X	X
Generate a Problem Record from an Incident	X	X	X
Generate Requests for Change (RFCs) where necessary for the implementation of Workarounds	X	X	X
Incident Management Reporting
Provide regular progress notifications to LS&Co. on current Priority Level 1, Priority Level 2, Priority Level 3, and Priority Level 4 Incidents and, as necessary, through any follow up communication and work required post-resolution	X	X	X
Provide regular progress notifications to the Service Desk on Incidents raised by VIP or Executive Users, with the frequency of such notification in accordance with Service Levels and LS&Co. requirements	X	X	X
Provide prompt notification to LS&Co. of System Outages on critical Systems; and otherwise provide affected Authorized Users with regular and timely progress updates about the Incident including: 1.  Nature of the Incident 2.  Estimated time to completion 3.  Potential short-term alternatives	X	X	X
Provide the monthly report in electronic copy in a format agreed to with LS&Co., which at a minimum includes	X	X	X

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier				LS&Co.
1.  Key issues relating to Incident Management 2.  Number of Incidents during the month, grouped by Priority, service, region, and classification 3.  List of Incidents, short description, reference number, and a shortcut to detailed description 4.  Detailed description, including timing of activities 5.  Links to Problem and Known Error Records 6.  Trend analysis of the Incidents reported during the thirteen (13) most recent months
Calculate statistics and provide monthly reports to LS&Co., which include: 1. The number of Incidents 2. Sources of the Incidents 3. Frequency regarding the types or categories of Incidents 4. The duration of open Incidents (average and quantities by age) 5. Number of Incidents resolved upon first contact 6. Other pertinent information regarding Incident resolution, including Service Level measurement reporting		X	X	X
Post successful resolution, document resolution within Incident Management Tool and initiate Incident closure via Service Desk as and when required.		X	X	X
Integrate Supplier Incident Management tool to LS&Co. Incident Management tool		X	X	X
Integrate the Supplier Incident Management Tool with the other Cross Functional and Supplier Service Management Processes and Tools.		X	X	X
LS&Co. Process Owners will provide Incident Management Process Training using the “Train the Trainer” format to Supplier Leads						X	X
LS&Co. specific Incident Management Trainings—Onboarding and Orientation Trainings for all new employees / joiners aligned to support.		X	X	X
Changes to the Incident Management process globally						X	X	X
Ownership of changes to be done on the LS&Co. Tools environment if there is a requirement due to a Process workflow change in the Incident Management Process
Data Collection & Validation (Accuracy)		X	X	X
1.  Collect and provide agreed performance data from systems by required date; 2.  Review reports for accuracy based on Deliverables and Obligations, Service Level, and unstructured input; 3.  Resolving reporting issues with LS&Co. as necessary

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Definitions – Incident Priorities

Priority is derived from impact and urgency settings

Impact

Setting	Impact Value	Highest Business Criticality of Impacted Services	Financial and/or human impact
1	High	1 - Most Critical	1. Impacting >50 people or cost of $50,000
2	Medium	2 - Somewhat Critical	2. Impacting 25 to 50 people or cost between 25 to $50K
3	Low	3 - Less Critical	3. Impacting less than 23 people or cost of less than $25K
		4 - Not Critical

Urgency

Setting	Impact Value	Highest Business Criticality of Impacted Services	Financial and/or human impact
1	High	1 - Most Critical	1. Impacting >50 people or cost of $50,000
2	Medium	2 - Somewhat Critical	2. Impacting 25 to 50 people or cost between 25 to $50K
3	Low	3 - Less Critical	3. Impacting less than 23 people or cost of less than $25K
		4 - Not Critical

Priority	Impact	Urgency
1	1-High	1-High
2	1-High	2-Medium
2	2-Medium	1-High
3	2-Medium	2-Medium
3	1-High	3-Low
3	3-Low	1-High
4	3-Low	2-Medium
4	2-Medium	3-Low
5	3-Low	3-Low

Best Judgment Guideline—For incidents where impact is current or imminent
1   Fatal Impact on Services provided to the business, affecting critical production, e.g. Network connectivity down, critical application unavailable, unable to access business data	>50 Users impacted or >$50,000 and Time to Impact is less than 4 hours
Critical or Negative impact on services provided to the business, affecting production	>50 Users impacted or >$50,000
2   e.g. All or a portion of a less critical application unavailable, degraded network performance	and Time to Impact is less than 8 hours or >25 Users impacted or >$25,000 and Time to Impact is less than 4 hours

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

3   Low or minimal impact to an application. Degradation of a non-critical function, problems of low impact. Alternatives not immediately available. Problems that degrade but do not prevent accessibility or usability.	Not qualified for P1 or 2, but still has an impact on users
4   No current of imminent impact to business services. Irritation.

Service Request Management Process

The goal of Request Fulfillment is to manage the Lifecycle of all Service Requests. Service Requests include all requests that Authorized Users submit to the IT department, including information, advice, a Standard Change, or access to a service.

Scope:

Supplier will manage and oversee the Request Fulfillment Process across its Services and collaborate with the Service Desk, LS&Co. and LS&Co. Third Party Contractors to manage the Cross Functional Request Fulfillment Process.

Supplier will provide support for Service Requests. While some Service Requests may only affect the Services within the scope of the Supplier, there will be Service Requests that apply across the Cross Functional Services and require cooperation and joint work between Supplier, LS&Co., Service Desk and the LS&Co. Third Party Contractors.

The following table gives the activities and responsibilities of Supplier and LS&Co.

Principal Activity	Supplier			LS&Co.
	LSA	LSE	AMA	LSA	LSE	AMA
Provide LS&Co. specific Service Request procedures				X	X	X
Document and maintain the LS&Co. Provided Service Request procedures in the Procedures Manual.	X	X	X
Ensure that all Service Requests receive appropriate LS&Co. approval before beginning work.	X	X	X
Work with LS&Co. to implement and manage master data (assignment groups, solution areas, approval information, etc.) to the extent it is necessary to support effective Service Request execution.	X	X	X
Fulfill all standard Service Requests that have been approved by LS&Co. in accordance with the Procedures Manual and Service Level (if applicable)	X	X	X
Fulfill all non-standard Service Requests in a manner and on a timeline mutually agreed with the LS&Co.	X	X	X
Cooperate with and participate in meetings with other providers, as required or requested by LS&Co., to enable fulfillment of a Service Request.	X	X	X
Provide accurate and regular status updates for all Service Requests assigned to Supplier	X	X	X
Provide a self-service capability to allow users to check the status of their Service Requests.				X	X	X

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier			LS&Co.
	LSA	LSE	AMA	LSA	LSE	AMA
Maintain a knowledge management system to support the management of Service Requests. The knowledge should include resolution information on Service Requests.	X	X	X
Work effectively with LS&Co. and other Third Party Contractors regarding fulfillment activities for Service Requests.	X	X	X
Maintain and update a Service Request management system with each Service Request in accordance with LS&Co.’s Service Request procedures.				X	X	X
Subject to LS&Co.’s approval, establish and maintain Service Request Escalation Procedures.	X	X	X
Liaise with Change Management to ensure that Service Requests follow the Change Management	X	X	X
Process for Standard Changes and Requests for Change (RFCs).
After successful resolution, document resolution within the Request Fulfillment Tool and initiate Service Request closure via Service Desk.as and when required.	X	X	X
Provide status update reports and summary reports at the frequency and in a format agreed with LS&Co. and as a dashboard for Service management meetings.	X	X	X
Integrate Supplier Request Management tool to LS&Co. Service Management tool	X	X	X
LS&Co. Process Owners will provide Service Request Management Process Training using the “Train the Trainer” format to Supplier Leads				X	X	X
LS&Co. specific Request Management Trainings – On boarding and Orientation Trainings for all new employees / joiners aligned to support.	X	X	X
Changes to the Service Request Management process globally				X	X	X
Ownership of changes to be done on the LS&Co. Tools environment if there is a requirement due to a Process workflow change for Service Request Management				X	X	X
Data Collection & Validation (Accuracy) 1.  Collect and provide agreed performance data from systems by required date; 2.  Review reports for accuracy based on Deliverables and Obligations, Service Level, and unstructured input; 3.  Resolving reporting issues with LS&Co. as necessary	X	X	X

Problem Management Process

Problem Management analyses Incidents to prevent future Incidents and/or eliminate repeating Incidents, and to minimize the Impact of Incidents that cannot be prevented. Problem Management is responsible for driving Problem investigation and managing all Problems end-to-end.

Scope

Supplier will manage and oversee the Problem Management Process across its Services and collaborate with LS&Co. and LS&Co. Third Party Contractors to manage the Cross Functional Problem Management Process.

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 8

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Supplier will support Problem Management Process. While some Problem may only affect the Services, there will be Problem that apply across the Cross Functional Services and require cooperation and joint work between the LS&Co. Supplier and the LS&Co. Third Party Contractors to resolve the Problems.

The following table gives the activities and responsibilities of Supplier and LS&Co.

Principal Activity	Supplier			LS&Co.
	LSA	LSE	AMA	LSA	LSE	AMA
Provide available LS&Co. Problem policies, standards and procedures.				X	X	X
Retain overall responsibility for all Problems allocated to the Supplier until the Problem is closed, subject to LS&Co.’s approval	X	X	X
Establish and maintain Problem allocation rules and procedures, as defined by LS&Co.	X	X	X
Approve or reject the Problem Management procedures submitted by Supplier for approval.	X	X	X	X	X	X
Provide necessary information from the time a Problem is identified through to resolution. As necessary, also provide any follow-up communications and report work required post-resolution to LS&Co. and to LS&Co. Third Party Contractors.	X	X	X
Track and report any backlog of unresolved Problems on at least a monthly basis to LS&Co., or more frequently as requested.	X	X	X
The Supplier shall provide a monthly report using LS&Co. ServiceNow. This report shall include: 1.  The number of Problems and Known Errors in total and grouped by type, Priority, and status, 2.  Statistics on total numbers of Problems and Known Errors 3.  Problem reviews, 4.  Trend analysis of Problems and Known Errors documented during the thirteen (13) most recent months, 5.  Problem and Known Error trend analysis findings, 6.  The number of Requests for Change initiated for Known Errors, 7.  Outages that could have been prevented, 8.  Number of open and closed Problem Records and Known Error Records, 9.  Resolution time of Problems, 10.  Priority 1 Outages and Priority 1 Incidents, 11.  Performance data showing the relationship between effective Problem Management and the reduction in the number of Incidents. 12.  Any issues relating to the efficiency and effectiveness of Problem Management, such as any information that may improve or facilitate a better Problem Management process, including decisions to be made by LS&Co..	X	X	X
Perform trend analyses on the volume and nature of Problem.	X	X	X
Ensure Root Cause Analysis (RCA) are completed for all identified problems and permanent fixes are identified and implemented	X	X	X
Ensure Known Error Database (KEDB) is updated with appropriate workarounds and fixes	X	X	X
Analyse Problems guidance or advice trends, and recommended actions.	X	X	X

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 9

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Collating Problem information regarding suggested improvements to Supplier’s Services.	X	X	X
Develop an action plan on a quarterly basis to address suggested improvements	X	X	X
Reviewing and implement the action plan with LS&Co.’s approval	X	X	X
Monitoring and reporting on progress and improvements made and reporting on the percentage of actions completed within the target completion date.	X	X	X
Conduct Problem Management Meetings and attend Problem Management Meeting as scheduled by LS&Co.	X	X	X
Inform LS&Co. if Problems exceeds or are expected to exceed their target Resolution Times.	X	X	X
Escalate issues to the appropriate levels for resolution in accordance with escalation procedures approved by LS&Co.	X	X	X
Verify with all involved parties that a Problem is resolved before recommending it for closure.	X	X	X
Approve the closure of a Problem Ticket				X	X	X
Report to LS&Co., which can be via Service management tooling, each Problem that has been resolved.	X	X	X
LS&Co. Process Owners will provide Problem Management Process Training using the “Train the Trainer” format to Supplier Leads				X	X	X
LS&Co. specific Problem Trainings - Onboardring and Orientation Trainings for all new employees / joiners aligned to support.	X	X	X
Changes to the Problem Management process globally				X	X	X
Ownership of changes to be done on the LS&Co. Tools environment if there is a requirement due to a Process workflow change in the Problem Management Process				X	X	X
Data Collection & Validation (Accuracy) 1.  Collect and provide agreed performance data from systems by required date; 2.  Review reports for accuracy based on Deliverables and Obligations, Service Level, and unstructured input; 3.  Resolving reporting issues with LS&Co. as necessary	X	X	X

Change Management Process

Change Management enables Changes to be made with minimal disruption to the Services, ensuring that Changes are deployed in a controlled way, such that they are evaluated, prioritised, planned, tested, implemented and documented.

Supplier will manage and oversee the Change Management Process across its Services and collaborate with LS&Co. and LS&Co. Third Party Contractors to manage the Cross Functional Change Management Process.

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 10

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Supplier will manage the Change Management Process in the way that achieves a set of clearly defined objectives including:

• Efficient implementation of Changes

• Clear accountability for implementation of Changes and approvals,

• Appropriate risk assessment and mitigation

• Minimization of business disruption

• Effective coordination and communication

• Review the action plan for LS&Co. approval

• Reporting on progress and improvements made and on the percentage of actions completed within the target completion date.

Some of the Change Management activities may only affect the Services, however, there will also be activities that apply across the Cross Functional Services and require cooperation and joint work between the Supplier, LS&Co. and the LS&Co. Third Party Contractors.

The following table gives the activities and responsibilities of Supplier and LS&Co.

Principal Activity	Supplier			LS&Co.
	LSA	LSE	AMA	LSA	LSE	AMA
Provide available LS&Co. Change Management policies, standards and procedures.				X	X	X
Retain the ownership of the overall Change Managements Process globally				X	X	X
Integrate Change Management Process and other Service Management Processes with the Cross Functional Change Management				X	X	X
Specify “freeze” periods during which the Supplier will not make any Changes.				X	X	X
Retain the ownership of overall CAB meetings				X	X	X
Collaborate as required by LS&Co. in the operation of the overall CAB by providing input including:	X	X	X
1.  Evaluations of Change Impact 2.  Recommendations for approval or otherwise 3.  Recommending an implementation plan 4.  Recommending appropriate participation based on the Request for Change
Review Changes according to the Change Authorization Matrix as per LS&Co. Change Management Process.	X	X	X
Approve Changes according to the Change Authorization Matrix as per LS&Co. Change Management Process.				X	X	X
Retain overall responsibility for all Changes allocated to the Supplier (in scope services) until the Change is closed, subject to CAB and LS&Co. approval.	X	X	X
Provide status update reports and summary reports at the frequency and in a format agreed with LS&Co., during Service Management meetings.	X	X	X
Summarize the Changes made each week, and report the information to LS&Co. on a weekly basis	X	X	X
Supplier shall manage the effective entry of Change Records into the Change Management Tool	X	X	X

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 11

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier			LS&Co.
	LSA	LSE	AMA	LSA	LSE	A’MA
Raise and submit proposed Changes to LS&Co. for assessment using the LS&Co. provided Change Management Process and templates. At a minimum, each submitted proposed Request for Change shall include:	X	X	X
1.  Description of the Change and its Impact on Infrastructure, Configuration Items, Services, processes etc., 2.  The purpose and justification for the Change, 3.  A list of Service(s), geographical regions, End User(s), LS&Co. Third Party Contractors potentially affected by the Change, 4.  The proposed implementation procedures, 5.  The Resources required executing the Change.
Update its CMDB/CMS in cooperation with Service Asset and Configuration Management for any changes that is performed by Supplier				X	X	X
Review proposed Changes, schedule all Service Providers and obtain all necessary approvals in accordance with the approval matrix for proposed Changes.				X	X	X
Provide advice to LS&Co. if the initial review indicates the Priority Level should be altered	X	X	X
In an emergency, Supplier will gain authorization from the Emergency Change Advisory Board to implement an Emergency Change in accordance with Change Management procedures.	X	X	X
Approve Emergency changes as per LS&Co. Change Management Process.				X	X	X
Escalate issues to the appropriate levels for resolution in accordance with escalation procedures provided by LS&Co.
Conduct Post Implementation Reviews of Changes to determine whether the Change was successful	X	X	X
Collect data on every Change attempted (in-scope services). Such data shall include:	X	X	X
The cause of any Incidents 1.  Measures taken to prevent recurrence, 2.  Whether the Change was successful from the perspective of the Authorised Users and LS&Co. Third Party Contractors affected by the Change.
Close and update the Change Record with all of the details of the Change in accordance with the Change Management policies.	X	X	X
Integrate Supplier Change Management tool to LS&Co. Service Management tool	X	X	X
Integrate the Supplier Change Management Tool with the other Cross Functional and Supplier Service Management Processes and Tools.	X	X	X
LS&Co. Process Owners will provide Change Management Process Training using the “Train the Trainer” format to Supplier Leads				X	X	X
LS&Co. specific Change Management Trainings—Onboarding and Orientation Trainings for all new employees / joiners aligned to support.	X	X	X
Changes to the Change Management process globally				X	X	X
Ownership of changes to be done on the LS&Co. Tools environment if there is a requirement due to a Process workflow change in the Problem Management Process				X	X	X

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 12

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier			LS&Co.
	LSA	LSE	AMA	LSA	LSE	A’MA
Data Collection & Validation (Accuracy) 1.  Collect and provide agreed performance data from systems by required date; 2.  Review reports for accuracy based on Deliverables and Obligations, Service Level, and unstructured input; 3.  Resolving reporting issues with LS&Co. as necessary	X	X	X

Knowledge Management Process

Knowledge Management allows the sharing of perspectives, ideas, experience and information, and ensures that these are available in the right place at the right time to enable informed decisions.

Supplier shall manage the Knowledge Management Process across its Services and collaborate with LS&Co. and LS&Co. Third Party Contractors to manage the Cross Functional Knowledge Management Process.

Some of the Knowledge Management activities may only affect the Services within the scope of the Supplier, however, there will be activities that apply across the Cross Functional Services and require cooperation and joint work between the Supplier, LS&Co. and the LS&Co. Third Party Contractors.

The following table gives the activities and responsibilities of Supplier and LS&Co.

Principal Activity	Supplier			LS&Co.
	LSA	LSE	AMA	LSA	LSE	AMA
Provide available LS&Co. Knowledge Management policies, standards and procedures.				X	X	X
Retain the ownership of the overall knowledge Management Process globally				X	X	X
Integrate Knowledge Management Process and other Service Management Processes with the Cross Functional Change Management				X	X	X
Retain the ownership of all Knowledge Articles				X	X	X
Implement actions defined in the communication improvement plan as directed by LS&Co.	X	X	X
Support LS&Co. activities to audit the knowledge base contents to ensure the correctness of the data and information contained therein.	X	X	X
Conduct regular assurance activities with to ensure information required to manage the Services is captured, stored, and presented accurately and completely in the Knowledge Base. The information shall include:	X	X	X
1.  Policies and procedures, 2.  Best practices, 3.  Methods to resolve Incidents, 4.  Known Errors, 5.  Frequently Asked Questions (FAQs), 6.  Trainings Material
LS&Co. Process Owners will provide Knowledge Management Process Training using the “Train the Trainer” format to Supplier Leads				X	X	X

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 13

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier			LS&Co.
	LSA	LSE	AMA	LSA	LSE	AMA
LS&Co. specific Knowledge Management Trainings - Onboarding and Orientation Trainings for all new employees / joiners aligned to support.	X	X	X
Changes to the Knowledge Management process globally				X	X	X
Ownership of changes to be done on the LS&Co. Tools environment if there is a requirement due to a Process workflow change in the Knowledge Management Process				X	X	X

Configuration Management Process

Supplier supports the Configuration Management Process across its Services and collaborates with LS&Co. and LS&Co. Third Party Contractors to manage the Cross Functional Configuration Management Process.

The following are the activities Supplier will undertake to facilitate interface with LS&Co. defined Configuration Management Process:

• Utilize LS&Co. Configuration Management Database or any other equivalent system to facilitate impact assessment for Request for Configurations

• Keep the CI information updated

• Monitor and track CI baselines subsequent to new changes and releases

• Interface with LS&Co. Configuration/Asset Managers to understand new deployment or releases

• Provide Service Assets and CI reports as defined and agreed with LS&Co.

• Participate in reviews with LS&Co. Service Management team

• Assist LS&Co. when it audits the Configuration Management process once in a quarter

• Provide Configuration Management reports on monthly basis

• Develop a Configuration Management process and procedures manual and regularly update this manual

The following table gives the activities and responsibilities of Supplier and LS&Co.

Principal Activity	Supplier			LS&Co.
	LSA	LSE	AMA	LSA	LSE	AMA
Define and provide current LS&Co. Configuration Management requirements and policies				X	X	X
Define configuration management policies				X	X	X
Review Provider requests to make changes to CI records, and if acceptable to LS&Co. approve such request.	X	X	X
Define CIs				X	X	X
Review CMDB database environment changes submitted by Supplier for approval and, if acceptable to LS&Co., approved such requests.	X	X	X
Categorize CIs				X	X	X
Define CI unique identifiers				X	X	X
Define CMDB structure				X	X	X
Map CIs to Services				X	X	X

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 14

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity	Supplier			LS&Co.
	LSA	LSE	AMA	LSA	LSE	AMA
Define the scope of CMDB audits as required in the LS&Co. approved Configuration Management plan.				X	X	X
Defining access rights to CMDB				X	X	X
Recording CI details in CMDB as a part of the daily operations as and when a device status changes	X	X	X
Update CMDB				X	X	x
Setup Definitive Media Library (DML)				X	X	X
Update Definitive Media Library (DML)				X	X	X
Provide feedback and recommend improvements to the Configuration Management plan to LS&Co.	X	X	X
LS&Co. Process Owners will provide Problem Management Process Training using the “Train the Trainer” format to Supplier Leads				X	X	X
LS&Co. specific Configuration Management Trainings—Onboarding and Orientation Trainings for all new employees / joiners aligned to support.	X	X	X
Changes to the Configuration Management process globally				X	X	X
Ownership of changes to be done on the LS&Co. Tools environment if there is a requirement due to a Process workflow change in the Configuration Process				X	X	X

LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 15

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Exhibit 10.30

MASTER SERVICES AGREEMENT*

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 2

DESCRIPTION OF SERVICES

ATTACHMENT 2.3.4

DESCRIPTION OF SERVICES – INFORMATION TECHNOLOGY SERVICES

SERVER OPERATIONS CENTER

* Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

1. INTRODUCTION

Purpose: This Exhibit describes the Services to be performed for LS&Co. by Supplier pursuant to the Agreement. References: References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto. Definitions: As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated. LS&Co.’s responsibility will focus on all Engineering tasks associated with supporting the disciplines outlined below. This includes items such as creating and certifying new Operating System builds, reviewing and testing new technologies, creating documentation and procedures for turnover to the day-to-day teams and implementing automation. LS&Co.’s responsibility will be to train an appointed SME (subject matter expert) within Supplier, and that person will be responsibility for training the rest of the team which would include new staff added to the account.

It is incumbent on Supplier to train their technicians on all existing technologies (including future version upgrades) implemented at LS&Co. in order to be proficient in supporting said technologies.

Each discipline will provide on-call coverage and be available on a 24x7 basis. This includes the ability to reach technicians after-hours in order to facilitate faster resolution of major incidents.

Supplier will conduct quarterly business review showing metrics, adherence to Service Levels, trends, and opportunities for improvement.

The LS&Co. Engineering teams will provide up to 10 hours per calendar month to assist as necessary to resolve incidents, problems or requests. This effort excludes any kind of engineering scope activities and is a dedicated effort for supporting Supplier BAU team for any operational issue.

• Command Center

• Infrastructure & application monitoring

• Batch monitoring

• Incident management

• Incident lifecycle management & co-ordination

• Access management

• Service level management & reporting

• Server monitoring & management (Wintel & UNIX)

• Server standards & architecture

• Server procurement

• Server configuration management

• Server IMAC (Install, Move, Add, Change)

• Hardware maintenance

• Server monitoring, administration and support

• Performance tuning

• Server security

• Patch management

• Anti-virus

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

• Major incident management

• Operating system administration

• VMware host management

• Failover testing & management

• Batch Job scheduling & management

• Batch job monitoring

• Batch job scheduling

• Storage monitoring & management

• Storage architecture & standards

• Life cycle management

• Storage monitoring & management

• Storage administration

• Performance tuning

• Storage optimization

• Storage adds, moves, changes, redeployments

• Storage hardware maintenance

• Configuration Management

• Failover Testing & Management

• Disaster Recovery Services

• Disaster Recovery

• Backup, recovery, retention & archival management

• Backup management

• Restoration management

• Scratch tape management

• Tape device management

• Backup server management

• Performance monitoring

• Backup monitoring

• Database Monitoring & Management

• Database Provisioning

• Database Refreshes

• Database monitoring

• Database lifecycle management

• Patching

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

• Upgrade

• Decommissioning

• Database administration

• Middleware (Web) Management & Support

• Monitoring

• Administration/Troubleshooting

• Server Deployment

• Architecture

• Cluster

• Patch management

• Project Support

• Continuous Improvement

Without limiting Section 3 of the Agreement, the Services include (a) the services, functions and responsibilities described in this Attachment; and (b) the services, functions and responsibilities identified in the roles and responsibilities matrices contained within this Attachment for which Supplier is responsible (i.e., those Services which have an “X” in the column labeled Supplier).

2. COMMAND CENTER

Supplier centralized monitoring team will act as a focal point, merging multiple technology stacks, processes and mission needs into a high-performing & efficient Operations Center, its role is extended to vary in accordance to the ITIL functions. The table shown below describes the different ITIL functions mapped to the roles and responsibilities of the centralized monitoring team.

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

Infrastructure and Application Monitoring

1.

Event management

X

X

X

2.

Automated alert monitoring - Integrate existing toolset with ServiceNow directly or via a Manager of Managers (MoM)

X

X

X

3.

Manage and configure event correlation rules as per the requirement and feasibility

X

X

X

4.

Manage event management topology

X

X

X

5.

Configure / Maintain Service Now CMDB

X

X

X

6.

An LS&Co. CMDB will be used to manage Event Management, Supplier would be responsible to update any new CI in to CMDB

X

X

X

7.

Create, Maintain documentation of Service Now CMDB relationships

X

X

X

8.

The existing legacy monitoring tools which are retained by LS&Co. to monitor legacy systems would be supported by Supplier on best effort basis if there is no OEM support available

X

X

X

9.

Install agents (wherever supported), configure standard monitoring and support the existing infrastructure monitoring toolset

X

X

X

10.

Application monitoring scope is limited to basic application monitoring for below applications •  Configure and monitor CMSG which is integrated with IBM TEC •  Configure and monitor URL’s using SCOM, Web metrics or Servers Alive •  Configure and monitor Oracle Database using Quest •  Configure and monitor Oracle using Tivoli application monitoring •  Configure and monitor file level log scraping •  Configure and Monitor Tripwire as required to support compliance policies – SOX and PCI.

X

X

X

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

11.

Maintain documentation for system monitoring including - overall landscape - monitoring interfaces - monitored metrics

X

X

X

12.

Provide routine reporting of total systems and monitoring compliance.

X

X

X

13.

Maintain & Report license inventory for monitoring applications using existing LS&Co. Tool set or Process

X

X

X

14.

Coordinate with Suppliers on maintenance renewals for monitoring tools.

X

X

X

15.

Timely procurement of the licenses and maintenance renewal

X

X

X

16.

Supplier team will follow the guidelines and maintain the design as architected by LS&Co. engineering team to minimize licensing requirements.

X

X

X

17.

Build & implement workflows in the existing LS&Co. System Center Orchestrator as per business need and feasibility

X

X

X

18.

Obtain approval from LS&Co. prior to implementing new solutions that could impact license counts.

X

X

X

19.

Create, Maintain & Support interfaces both to and from monitoring applications.

X

X

X

Examples: SCOM>Orchestrator>Service Now, UNIX>TEC>Service Now

20.

Implement monitoring application upgrades

X

X

X

21.

Provide infrastructure for monitoring tools’ upgrades as needed

X

X

X

22.

Create, Maintain, Tune monitoring thresholds and overrides

X

X

X

23.

Migrate monitoring agents as necessary to support infrastructure or application server changes.

X

X

X

24.

Execute monitoring snoozes as requested to support planned and unplanned maintenance.

X

X

X

25.

Troubleshoot monitoring snooze errors

X

X

X

26.

All LS&Co. servers will be monitored proactively using the capabilities of existing infrastructure monitoring tools.

X

X

X

27.

Implement Supplier Fixometic tool set increasing Self Help/Self Heal capabilities for improved operations management and Maintain runbooks of command center activities

X

X

X

28.

BIR (Business Impact Reporting) notification. Supplier to perform reporting to LS&Co. senior management on business impacting issues

X

X

X

Batch Monitoring

29.

Batch Service Level adherence

X

X

X

30.

Job holds ( one time change)

X

X

X

31.

Critical job monitoring

X

X

X

Incident Management

32.

Incident detection & recording

X

X

X

33.

Monitoring P1/P2 queues to look for high impact incident

X

X

X

34.

Perform First Level Issue Resolution.

X

X

X

35.

Incident Life Cycle management

X

X

X

36.

Incident classification – As per LS&Co. policy

X

X

X

37.

Investigation & Diagnosis- Diagnosis of Incident through appropriate questioning

X

X

X

38.

Initial Support- Resolution of Standard Problems using SOPs & Knowledge Base

X

X

X

39.

Escalation- Escalate to Onsite Support or appropriate technology resolver group, Advance Notification of Critical Incidents

X

X

X

40.

Incident Closure – Follow-up with support groups and close incident and after closure user acceptance

X

X

X

41.

Serve as Communication Channel for Third Parties, Service Owners & Resolver Groups

X

X

X

42.

Provide Trend Analysis- Initiate appropriate Problem/ Change Management process on a periodic basis. Incident analysis (Top 10 list of alerts by CI & Events.) -Reason for failures -Caused by human error -Length of downtime

X

X

X

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity		Supplier						LS&Co.
		LSA		LSE		AMA		LSA	LSE	AMA
43.	Drive global problem management -Business Impact determination -Root cause identification -Implementation of preventative measures - Execute Open Risk Reporting		X		X		X
44.	Maintain (Create, Modify) run book documentation for all problem & incident management processes		X		X		X
45.	Execute problem management for all business impacting tickets & repetitive P1 & P2 tickets		X		X		X
46.	Supplier designated operations manager will decide on the required attendees who need to attend daily operations meeting		X		X		X
47.	Manage global communications to LS&Co. stakeholders and support providers for P1/P2 outages		X		X		X
48.	Lead Outage calls with resolver teams to restore service for all outages and business impacting incidents.		X		X		X
49.	Maintain detailed incident analysis logs for all outages and business impacting incidents.		X		X		X
Access Management
50.	Providing requisite access / rights		X		X		X
51.	Approval and tracking of data center access for support personnel and Suppliers.		X		X		X
Continual Service Improvement
52.	Service Measurement, Reporting & Improvements		X		X		X
Service Level Management
53.	Service Levels Adherence		X		X		X
54.	Manage Metrics (Job stats, P1/P2 KPI’s)		X		X		X
55.	Lead daily OPS meeting		X		X		X
56.	Lead Incident Outage Reviews		X		X		X
57.	Provide coordinator to manage the Tech Window calls to include shutdown, startup, and post-validation tasks. Tech Window Calls could be calls where coordination with multiple stake holders (Supplier, LS&CO, 3rd Party Supplier) would be required. Supplier will support this in an onsite/offshore model. The Coordinator will be taking calls from LS&Co. or Supplier designated office only. This resource must have proficient communication and project management skills.		X		X		X

3. SERVER MONITORING & MANAGEMENT

Server support Services includes but is not limited to activities associated with the day-to-day management of the Server computing environment, both physical and virtual, providing and supporting a stable infrastructure and effectively and efficiently performing operational and processing procedures so that Services meet or exceed the Performance Standards. In addition, the following table describes Server Support Services that Supplier will perform, as well as the related LS&Co. Responsibilities. An “X” is placed in the column under the Party that will be responsible for performing the task. Supplier responsibilities are indicated in the column labeled “Supplier.”

Wintel Support

The Wintel support team will be responsible for administration of VMware, Windows servers, Blade Chassis, Virtual Connect switches, and supporting tools in LS&Co. environment. Supplier has vast experience in supporting:

• Supporting Virtualization platform VMware

• Multiple latest and legacy version of Windows including Windows 2000 server, 2003 server, NT, etc.

• Windows version upgrades to N or N-1 versions.

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

UNIX & Linux Support

These teams will be responsible for administration of UNIX-AIX, HP-UX, Linux and supporting tools servers in LS&Co. environment. Supplier has vast experience in supporting:

• Multiple latest and legacy version of Linux including SUSE, RHEL

• Latest and legacy versions of UNIX including IBM-AIX, HP-UX

• Linux and UNIX version upgrades to N or N-1 versions.

• Support in Re-plat forming of UNIX to x86 platforms

Server Support Services and Related LS&Co. Responsibilities

Supplier

LS&Co.

Server Standards and Architecture

LSA

LSE

AMA

LSA

LSE

AMA

1.

Participate in, and recommend, architecture and standards

X

X

X

Engineering

1.

Maintain implementation standards

X

X

X

2.

Document and publish implementation standards

3.

Ensure implementation standards are consistent with approved technology standards

X

X

X

4.

Ensure adherence to standards

X

X

X

5.

Manage exceptions to standards (one-offs)

X

X

X

6.

Document, publish and maintain operational processes to support services

X

X

X

7.

Review and approve exceptions to standards

X

X

X

8.

Review and approve operational processes

X

X

X

Server Procurement

9.

Manage Bid Process

X

X

X

10.

Manage Supplier contracts/relationships

X

X

X

11.

Maintain POs with Suppliers, place orders, monitor fulfillment

X

X

X

12.

Manage invoice payment

X

X

X

13.

Receive hardware, software and supplies in the data center, check for damage and reconcile to order/inventory

X

X

X

Server Configuration Management

14.

Define standard server images to meet LS&Co. various computing environment requirements

X

X

X

15.

Develop guidelines of how to build and configure servers and system images

X

X

X

X

X

X

16.

Publish the content, configuration, and load parameters for each type of device in the LS&Co. IT environment of any LS&Co. master image for a device

X

X

X

17.

Test, and publish the results of testing, the remote loading (Jump Start Procedure) test of each LS&Co. master image. Include Advanced troubleshoot further before escalating to L3.

X

X

X

18.

Execute the Jump Start Procedure as requested by LS&Co.

X

X

X

19.

Maintain the current version of each LS&Co. master image on a network accessible device

X

X

X

20.

Maintain documentation of servers and system images

X

X

X

21.

Develop/Define server/system images to meet changes in requirements

X

X

X

22.

Manage/maintain the build process to support the changes to server/system images

X

X

X

23.

Continually update and maintain the CMDB for additions, changes and redeployments of all hardware and software based on the Supplier’s provided updates.

X

X

X

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Server Support Services and Related LS&Co. Responsibilities

Supplier

LS&Co.

Server Standards and Architecture

LSA

LSE

AMA

LSA

LSE

AMA

24.

Monthly metric reporting to include license tracking, virtualization ratio, assets by region, OS, HW make/model, etc. utilizing the existing LS&Co. tools or processes

X

X

X

25.

Track, identify and remediate differences between implemented server configurations and LS&Co. approved configurations (e.g. version control)

X

X

X

Server IMAC (Install, Move, Add, Change)

26.

Meet with customers (part of Business/application led Project support) to identify requirements, sizing, and costing of new and changes to existing environments.

X

X

X

27.

Remote base server build and configuration - including operating system, utilities, and security per LS&Co. standards .Coordinate with other teams as necessary (changes, tasks, etc.)

X

X

X

28.

Supplier will perform all the necessary activities to prepare a Server for decommission and disposal and coordinate with LS&Co. Supplier for the asset disposal

X

X

X

29.

Provide the Supplier for physical asset disposal

X

X

X

30.

Provide access to application teams to perform install/troubleshooting as requested

X

X

X

31.

DHCP server set up

X

X

X

32.

Implementation and migration of system configurations, operating systems, utilities, security and LS&Co. applications

X

X

X

33.

Participate in weekly CAB to represent changes/tasks being performed by Operations staff

X

X

X

34.

Ensure systems are configured, tested and certified per agreed upon gate-keeping and QA process

X

X

X

35.

Coordinate with hardware/software Suppliers as required to complete on-site build process

X

X

X

36.

Manage delivery of new systems to designated locations and the server build process

X

X

X

37.

Coordinate delivery of replacement systems to designated locations and the server build process and execute installation in Data Centers and Campus locations

X

X

X

38.

Plan and execute move/add/change requests within autonomous change windows and freeze periods that will vary by application & business unit.

X

X

X

39.

Coordinate preparation with facilities, site IT or other third parties of physical site prior to installation of hardware - wiring, cabling, physical placement, rack requirements, etc. with escalation support by LS&Co.

X

X

X

40.

Identify and perform all necessary backups for back out and recovery configurations prior to add/move/change request execution

X

X

X

41.

Communicate any additional requirements to support move/add/change requests

X

X

X

42.

Coordinate functional testing with responsible LS&Co. staff or other providers after the add/move/change - verifying correctness of the change

X

X

X

43.

Recertification of hardware after redeployment

X

X

X

44.

Review server configuration requirements prior to execution of work order

X

X

X

45.

Ensure servers are fully configured according to LS&Co. architectural design

X

X

X

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Server Support Services and Related LS&Co. Responsibilities

Supplier

LS&Co.

Server Standards and Architecture

LSA

LSE

AMA

LSA

LSE

AMA

Hardware Maintenance

46.

Coordinate with hardware maintenance service provider to perform server and peripheral hardware maintenance services as needed

X

X

X

47.

Identify, coordinate and execute break-fix, and reconfiguration

X

X

X

48.

Notify LS&Co./Facilities provider of planned site visits as needed

X

X

X

49.

Coordinate warranty maintenance and replacements with third parties when applicable

X

X

X

50.

Coordinate non-warranty maintenance and replacements with third parties when applicable

X

X

X

51.

Coordinate in-scope hardware repair

X

X

X

52.

Review and approve replenishment requests

X

X

X

53.

Abide by manufacturer warranty guidelines

X

X

X

Server Monitoring, Administration and Support

54.

Populate and maintain LS&Co. owned Knowledge Base

X

X

X

55.

Create and maintain operational process documentation

X

X

X

56.

Print server queue management

X

X

X

57.

Share and access management

X

X

X

58.

Cluster administration and management (Incident, Problem, Change, and Configuration Management)

X

X

X

59.

Active Directory administration and management (Incident, Problem, Change, and Configuration Management)

X

X

X

60.

SCCM administration and management (Incident, Problem, Change, and Configuration Management)

X

X

X

61.

Define monitoring conditions, event correlation rules, alerting thresholds and notification/escalation procedures

X

X

X

62.

Provide daily monitoring 7 X 24 X 365 of hardware, OS, critical server processes, and other system software services such as: backup, file transfer, NTP, etc.

X

X

X

63.

Provide daily representation in Operations calls to discuss outages and provide status on RCA

X

X

X

64.

Monitor VMware host health

X

X

X

65.

Installation of system monitoring tools agents

X

X

X

66.

First Level Troubleshooting and Ticket Handling

X

X

X

67.

Problem Management, Root Cause Analysis etc.

X

X

X

68.

Manage system monitoring tool thresholds

X

X

X

69.

Implement continuous improvement program to include automated tasks/functions which are being performed manually

X

X

X

70.

Recommend enhancements to improve the monitoring solution based on day to day observation and problem incidents experienced

X

X

X

71.

Implement new system monitoring for problem incidents and non-impacting events (i.e. near misses) undetected by the monitoring service

X

X

X

72.

Submit recommended system configuration improvements based on Incident Root Cause Analysis

X

X

X

73.

Respond to automatic paging and escalations associated with server monitoring events

X

X

X

74.

Provide notification of critical system monitoring event

X

X

X

75.

Provide recovery assistance for applications

X

X

X

76.

Resolve system problems

X

X

X

77.

Log File maintenance and archival

X

X

X

78.

Address audit Findings

X

X

X

79.

Maintain directories, directory structures and naming conventions

X

X

X

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 8

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Server Support Services and Related LS&Co. Responsibilities

Supplier

LS&Co.

Server Standards and Architecture

LSA

LSE

AMA

LSA

LSE

AMA

80.

Administer and manage batch processing activities, including: Administer and manage CRON jobs, Create, enhance and manage shell script

X

X

X

81.

Prioritize and schedule batch jobs to optimize use of processing windows

X

X

X

82.

Engage technology Suppliers for problem and incident resolution, including opening tickets with other third party suppliers as required

X

X

X

83.

Maintain 24x7 on-call schedule and provide 24x7 on-call support for escalation

X

X

X

84.

Define health maintenance strategy for server environment including but not limited to monthly security patches, performance & maintenance patch bundles, etc.

X

X

X

85.

Execute health maintenance strategy for server environment

X

X

X

86.

Maintain firmware/driver currency of Servers and Peripheral hardware to LS&Co. defined standards

X

X

X

87.

Configure monitoring settings or tools as specified in change requests

X

X

X

88.

Proactively propose and implement monitoring as needed with existing tools

X

X

X

89.

Evaluate, select and pilot monitoring technologies

X

X

X

90.

Provide daily, full operational life cycle media management at LS&Co. DC. Include handling tape media onsite, and offsite, in accordance with LS&Co. policies and procedures

X

X

X

91.

Perform the daily, weekly and other (as required) system backups and restores

X

X

X

Performance Tuning

92.

Define key Application performance indicators (KPIs)

X

X

X

93.

Define key System performance indicators that map to application performance indicators

X

X

X

94.

Establish baselines and repository of historical metrics for performance indicators

X

X

X

95.

Troubleshoot, analyze and recommend changes based on performance against thresholds

X

X

X

96.

Deliver optimal system performance

X

X

X

97.

Identify, recommend & provide support for overall solution improvement and cost savings, e.g., server consolidation, virtualization

X

X

X

98.

Scheduled and ad-hoc server health checks, server drive performance including remediation

X

X

X

99.

Provide regular and ad-hoc performance reporting, including historical data reporting and trending, as well as direct access to reporting tools

X

X

X

100.

Perform comparative analysis of performance data in support of configuration recommendations

X

X

X

Server Security

101.

Attend security SWAT meetings as necessary

X

X

X

102.

As identified or upon LS&Co. request, perform vulnerability mitigation

X

X

X

103.

Define security requirements for server builds, including access control, server hardening, IDS/IPS sensors, etc.

X

X

X

104.

Implement post OS hardening or OS changes to meet defined security requirements

X

X

X

105.

Annual review of baseline security requirements

X

X

X

106.

Perform periodic and ad hoc health checks (re-certifications) of server security including remediation

X

X

X

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 9

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Server Support Services and Related LS&Co. Responsibilities

Supplier

LS&Co.

Server Standards and Architecture

LSA

LSE

AMA

LSA

LSE

AMA

107.

Conduct Monthly review of security service effectiveness, including status on outstanding alerts, hardening and access control, defects, patch currency, violations, remediation plan updates

X

X

X

108.

Review the results of quarterly security service audits and approve remediation plans

X

X

X

109.

Execute and maintain security response plan

X

X

X

110.

Report server policy compliance using Symantec CCS SM tool

X

X

X

111.

Review and approve security response plan

X

X

X

112.

Comply with LS&Co. security standard policies and processes

X

X

X

Patch Management

113.

Attend monthly patch meetings and provide input and recommendations on risk ratings.

X

X

X

114.

Perform Patching, Emergency Patch Management (VMware, HW, Windows, Unix and Linux)

X

X

X

115.

Monitoring servers post patching to ensure operational integrity

X

X

X

116.

Security patch preparation ( patch testing, Entering change tickets, Assigning appropriate tasks, Scheduling deployment in SCCM, Interacting with Customers, Tracking down approvals etc.)

X

X

X

117.

Supplier team will scheduled a patch at a specific time as agreed and approved by LS&Co

X

X

X

118.

Frequency of patch update will be decided by LS&Co. CAB in consultation with Supplier

X

X

X

119.

Apply all approved patches in the automated patch management tool

X

X

X

120.

Scanning servers to ensure deployment is 100% successful

X

X

X

121.

Reporting on the patch update

X

X

X

122.

Applying Group policy for updating Windows update key on servers on the Organizational Units wherever it is not present

X

X

X

123.

Deploying patches manually on cluster servers and all other servers that are not updated automatically / that require manual patching

X

X

X

124.

Operating system service pack and security patch upgrades (Windows Servers)

X

X

X

Anti-virus Management for Servers

125.

Apply AV software upgrades

X

X

X

Major Incident Management

126.

Assess severity of outages to initiate major incident management process, is appropriate

X

X

X

127.

Lead the incident management process

X

X

X

128.

Notify major incident manager

X

X

X

Operating System Administration

129.

Determine/Define initial optimal performance settings for O/S parameters (for new applications)

X

X

X

130.

Manage and configure optimal performance settings for O/S parameters

X

X

X

131.

Monitor performance adjustments for impact on the application

X

X

X

132.

Define and document OS maintenance plan

X

X

X

133.

Manage O/S kernel parameters

X

X

X

134.

Troubleshoot O/S problems and work with Supplier to resolve O/S issues

X

X

X

135.

Perform O/S Upgrades

X

X

X

136.

Create file systems and/or logical volumes

X

X

X

137.

Define startup/shutdown procedures for O/S and other non-O/S software

X

X

X

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 10

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Server Support Services and Related LS&Co. Responsibilities

Supplier

LS&Co.

Server Standards and Architecture

LSA

LSE

AMA

LSA

LSE

AMA

138.

Review and approve startup/shutdown procedures for O/S and other non-O/S software

X

X

X

139.

Perform scheduled startup/shutdown of O/S, Hardware, and other non-O/S software

X

X

X

140.

Perform ad-hoc startup/shutdown

X

X

X

141.

System Load Test including Execution and Technical Analysis

X

X

X

142.

Manage and Test of OS, BIOS and Firmware Patch and Updates; with LS&Co. approval on software version

X

X

X

143.

Restart the Hardware and O/S after Failure

X

X

X

144.

Manage User Accounts and Groups (AD and local)

X

X

X

145.

Restart and notification after failure of applications

X

X

X

146.

Maintain Service Packs, Firmware, and Device Drivers at N-1 levels.

X

X

X

VMWare Host Management

147.

Data store administration and management

X

X

X

148.

VLAN administration and management

X

X

X

149.

Maintain Host health

X

X

X

150.

Perform migrations to/from clusters as necessary to support physical-virtual and virtual-virtual migrations

X

X

X

151.

Incident, Problem, Change, and Configuration Management

X

X

X

152.

Deploy new ESX hosts

X

X

X

153.

Create new VM instances within host

X

X

X

154.

Resize VM Resources on VM instances [user VMs / user requests, vCops reporting]

X

X

X

155.

Migrate VMs across servers

X

X

X

156.

Configure VMs with storage and back-ups

X

X

X

Failover Testing and Management

157.

Develop & Define failover / high availability model for systems

X

X

X

158.

Support failover / high availability model for systems

X

X

X

159.

Create schedule for failover testing

X

X

X

160.

Coordinate and support failover tests

X

X

X

161.

Report on success or failure of failover testing

X

X

X

162.

Correct configuration issues for high availability systems

X

X

X

Infrastructure Tools / Misc.

163.

OS and server software package creation, testing, and deployments

X

X

X

164.

Provide temporary access or oversight to application teams for purposes of SW troubleshooting, problem remediation, and installations

X

X

X

4. BATCH JOB SCHEDULING & MANAGEMENT

Supplier Batch & Production Job Scheduling comprises of all the activities pertaining to running of jobs as per pre-defined schedules and ensuring that all the scheduled jobs are completed within the defined timelines. Features of these services are as provided below:

• Monitoring batch job runs

• Logging of incidents

• Monitoring Job Failure only for Critical Applications (other job failures are managed by respective application teams)

• Performing restart as per Standard operating procedures for job failures related to critical Applications

• Notification and escalation to higher levels of support

• Knowledge base maintenance and quality assurance initiatives

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 11

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

• The Batch Job Integrators will liaise with customer application teams to define business requirements for Enterprise Job scheduling and associated technical requirements for the Schedulers. Once the business requirements have been defined, the Scheduler will schedule the job in the tools i.e. Tivoli Workload Scheduler.

• Batch job related tickets will be handled based on the assigned priority.

The following table illustrates some of the indicative tasks and their owners for all job scheduling activities. This table is only a sample and will be fine-tuned based on the individual customer requirements and delivery model.

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

Infrastructure and Application Monitoring

1.

Monitoring of Batch Jobs on LS&Co. systems

X

X

X

2.

Running Jobs on Adhoc Basis (Unscheduled)

X

X

X

3.

Killing / Re-Running of Jobs as per customer request

X

X

X

4.

Scheduling of New Jobs / Modifying existing Jobs

X

X

X

5.

Batch Scheduling Tool installation

X

X

X

6.

Migration from Chronological to Batch Scheduling Tool

X

X

X

7.

Job Failure Debugging for Infrastructure related jobs

X

X

X

8.

Scripting / Automation of Minor Tasks

X

X

X

9.

Installing Batch Scheduling Agent

X

X

X

10.

Batch Scheduling Tool Configuration

X

X

X

11.

Performance Management for Batch Scheduling

X

X

X

12.

Perform software upgrades for scheduling tool (IBM TWS)

X

X

X

13.

Patching on Batch Scheduling applications

X

X

X

14.

Scripting / Automation of Major/ Complex Tasks

X

X

X

15.

Recovery of Batch Scheduling Servers & Schedules from failure

X

X

X

16.

Integration of Batch monitoring tools for auto ticketing. Support from LS&Co. would be required for any configuration changes to be done in Service Now for this integration

X

X

X

X

X

X

17.

Planning and Implementing Security for Batch Scheduling Tools

X

X

X

18.

Designing and Architecting Batch Scheduling Solution

X

X

X

19.

Planning Architectural Changes

X

X

X

20.

Monitoring of Batch Jobs on LS&Co. systems

X

X

X

21.

Running Jobs on Adhoc Basis (Unscheduled)

X

X

X

22.

Killing / Re-Running of Jobs

X

X

X

23.

Scheduling of New Jobs / Modifying existing Jobs

24.

Batch Scheduling Tool Installation

X

X

X

25.

Migration from Chronological to Batch Scheduling Tool

X

X

X

26.

Job Failure Debugging

X

X

X

27.

Scripting / Automation of Minor Tasks

X

X

X

28.

Remove/Delete jobs from the schedule upon request.

X

X

X

29.

Execute special month end/year end processing as per standard process.

X

X

X

30.

Manage scheduling changes to support daylight savings time changes

X

X

X

31.

Create, maintain security within scheduling systems.

X

X

X

32.

Request accounts as required to execute batch jobs

X

X

X

33.

Create, Maintain documentation for scheduling including - overall landscape - scheduling systems - Job intra-relationships - Job definitions - Job runtime details

X

X

X

34.

Maintain & Report license inventory for scheduling applications using existing LS&Co. Tool set or process

X

X

X

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 12

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity		Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
35.	Coordinate with Suppliers on maintenance renewals.	X	X	X
36.	Design & Implement solutions to minimize licensing requirements.	X	X	X
37.	Work with LS&Co. leadership prior to implementing new solutions that could impact license counts.	X	X	X
38.	Maintain monitoring thresholds and overrides	X	X	X
39.	Migrate scheduling agents as necessary to support infrastructure or application server changes	X	X	X
40.	Restart batch schedule as required to support unplanned system outages. Must have knowledge of job dependencies and intra-relationships.	X	X	X
41.	Support TWS job modifications as required supporting planned system maintenance.	X	X	X
42.	Modify jobs and schedules.	X	X	X
43.	Manage daylight savings times job schedule changes	X	X	X

5. STORAGE & DATA MANAGEMENT SERVICES

Storage and data management Services include but are not limited to activities associated with the provisioning and day-to-day management of the Server storage and data environment (e.g., direct access storage devices (DASD), redundant array of independent disks (RAID), storage area network (SAN), Network-attached storage (NAS), tape and optical), providing a stable supporting infrastructure and effectively and efficiently performing procedures so that the Services meet or exceed the Performance Standards. In addition, the following table describes Storage and Data Management Services that Provider will perform, as well as the related LS&Co. Responsibilities.

Storage and Data Management Services and Related LS&Co. responsibilities

Supplier

LS&Co.

Storage Architecture and Standards

LSA

LSE

AMA

LSA

LSE

AMA

1.

Storage Area Network (SAN) requirements and design, including topology ([****]*&), Hardware & software selection

X

X

X

2.

Develop, document, publish and maintain LS&Co. Storage Technology Reference Architectures

X

X

X

3.

Develop, document, publish and maintain LS&Co. Storage Technology Roadmaps

X

X

X

4.

Ensure technology standards are consistent with approved LS&Co. enterprise architectures

X

X

X

5.

Define Storage Area Network (SAN) implementation & configuration guidelines (HW & SW)

X

X

X

6.

Participate in, and recommend storage architecture and standards

X

X

X

7.

Review and approve Storage Area Network (SAN) implementation and configuration guidelines (HW & SW)

X

X

X

8.

Define security hardening and access standards for storage infrastructure

X

X

X

9.

Maintain documentation and implementation standards

X

X

X

10.

Review and approve implementation standards

X

X

X

11.

Ensure implementation standards are consistent with approved technology standards

X

X

X

12.

Ensure adherence to standards and perform remediation

X

X

X

13.

Manage exceptions and/or changes to standards

X

X

X

14.

Review and approve exceptions to technology standards

X

X

X

Life Cycle Management

15.

Determine asset (hardware and software) replacement cycle

X

X

X

16.

Develop and review the criteria for determining replacement of assets

X

X

X

17.

Coordinate, manage, and execute migrations and other associated tasks to support replacement of assets

X

X

X

18.

Identify recurring equipment problems to enable refresh planning process

X

X

X

19.

Identify and document migration requirements from old to new equipment

X

X

X

20.

Recommend asset replacement and disposal process

X

X

X

21.

Supplier will perform all the necessary activities to prepare Storage devices for decommission and disposal and coordinate with LS&Co. Supplier for the asset disposal

X

X

X

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 13

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Storage and Data Management Services and Related LS&Co. responsibilities

Supplier

LS&Co.

Storage Architecture and Standards

LSA

LSE

AMA

LSA

LSE

AMA

22.

Provide the Supplier for physical asset disposal

X

X

X

23.

Recommend appropriate third party hardware/software maintenance strategy

X

X

24.

Establish/estimate/manage total life cycle cost of device

X

X

X

25.

Evaluate new products for consolidation into standards

X

X

X

26.

Advise of service & performance enhancements available through new products or upgrades

X

X

X

27.

Periodic lifecycle strategy review (aligned with overall strategy), including but not limited to review of currency, minimal acceptable targets, platform direction, etc.

X

X

X

28.

Review and approve the recommendations of the periodic lifecycle strategy reviews

X

X

X

29.

Conduct quarterly periodic environment health reviews (including but not limited to currency of the assets)

X

X

X

30.

Maintain SW/code levels at N-1 levels

X

X

X

Storage Monitoring and Reporting

31.

Define storage monitoring conditions, correlation rules, alerting thresholds, and notification/escalations procedures

X

X

X

32.

Review and approve storage monitoring conditions, correlation rules, alerting thresholds, and notification/escalations procedures

X

X

X

33.

Provide proactive monitoring and failure detection of storage environment, including hardware, capacity, data availability and performance, basic SAN fabric Monitoring, Performance Monitoring etc.

X

X

X

34.

Respond to automatic paging associated with predetermined events

X

X

X

35.

Installation, integration and on-going maintenance of storage infrastructure monitoring tools with the LS&Co. Enterprise Monitoring Framework

X

X

X

36.

Recommend enhancements to improve the monitoring solution based on day to day observation and problem incidents experienced

X

X

X

37.

Resolve storage environment problems

X

X

X

38.

Instrument new system monitoring for problem incidents and non-impacting events (i.e. near misses) undetected by the monitoring service

X

X

X

39.

Recommend changes to storage configurations when determined necessary

X

X

X

40.

Attend weekly CAB meeting to represent all change/task assignments

X

X

X

41.

Provide notification of critical system monitoring events

X

X

X

42.

Provide recovery assistance for applications

X

X

X

43.

Engage technology Suppliers for problem and incident resolution, including opening tickets as required

X

X

X

44.

Maintain 24x7 on-call schedule and provide 24x7 on-call support for escalation

X

X

X

45.

Evaluate and pilot monitoring technologies

X

X

X

46.

Implement monitoring technologies

X

X

X

47.

Operate monitoring technologies within the LS&Co. Support processes

X

X

X

48.

Monitor backups and correct any abends

X

X

X

49.

Monitor server side data error logs

X

X

X

50.

Report on storage configuration & usage on a per system, application or per user basis (applies to disk and tape storage)

X

X

X

Storage Administration

51.

Troubleshooting and Ticket Handling

X

X

X

52.

LUN/RAID management

X

X

X

53.

Fabric Zone Management

X

X

X

54.

Snapshot Management (Array, VMware, etc.)

X

X

X

55.

HBA Configuration and decommissioning

X

X

X

56.

Management of all storage devices (Data Archive devices, Array, NAS, Switches, etc.)

X

X

X

57.

Populate and maintain LS&Co. owned Knowledge Base

X

X

X

58.

Create and maintain operational process documentation

X

X

X

Performance Tuning

59.

Define performance indicators and monitor performance against these indicators

X

X

X

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 14

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Storage and Data Management Services and Related LS&Co. responsibilities

Supplier

LS&Co.

Storage Architecture and Standards

LSA

LSE

AMA

LSA

LSE

AMA

60.

Establish baselines and repository of historical metrics for performance indicators

X

X

X

61.

Identify source and/or destination of abnormal I/O or throughput on storage subsystems, notify LS&Co. and resolve the issue through problem management

X

X

X

62.

Troubleshoot, analyze and recommend changes based on performance against thresholds

X

X

X

63.

Ensure optimal system performance

X

X

X

64.

Review traffic volumes and patterns

X

X

X

65.

Scheduled and ad-hoc storage health checks including remediation

X

X

X

66.

Advise of required or recommended system configuration changes

X

X

X

67.

Advise of performance enhancements available through new products or upgrades

X

X

X

68.

Provide regular ad-hoc performance reporting, including historical data reporting and trending, as well as direct access to reporting tools

X

X

X

69.

Perform comparative analysis of performance data in support of configuration recommendations

X

X

X

70.

Install, configure and maintain any required performance management tools

X

X

X

Storage Optimization

71.

Proactively identify opportunities for storage optimization

X

X

X

72.

Proactively make recommendations on identified opportunities

X

X

X

73.

Provide monthly metric reports to indicate health and performance. Remediate as necessary.

X

X

X

Storage Adds, Moves, Changes, Redeployments

74.

Coordinate move, add, change, redeployment, installation requests, within approved change windows, such as Storage Arrays, switches and capacity upgrades

X

X

X

75.

Coordinate the preparation of the facility prior to the installation, move or redeployment of an asset

X

X

X

76.

Coordinate with hardware/software Suppliers as required to complete build process

X

X

X

77.

Perform necessary backups of data files prior to adds/moves/ changes

X

X

X

78.

Schedule work activities to minimize impact to business operations

X

X

X

79.

Communicate any additional requirements to support the move/add/change

X

X

X

Storage Hardware Maintenance

80.

Coordinate onsite / dispatch by Supplier technicians hardware maintenance service provider to perform storage hardware maintenance services as needed

X

X

X

81.

Notify LS&Co. facilities of planned site visits as needed

X

X

X

82.

Coordinate warranty maintenance and replacements with third parties when applicable

X

X

X

83.

Perform manufacturer prescribed preventive maintenance

X

X

X

84.

Provide sufficient and securable cabinets to store reference material and spare parts used for servicing on LS&Co. premises.

X

X

X

85.

Coordinate hardware troubleshooting

X

X

X

86.

Coordinate in-scope hardware repair

X

X

X

87.

Obtain firmware and software fixes

X

X

X

88.

Implement firmware and software fixes

X

X

X

89.

Maintain and coordinate adequate spare parts inventories to perform storage hardware maintenance

X

X

X

90.

Abide by Original Equipment Manufacturer (OEM) guidelines

X

X

X

91.

Coordination of planned power maintenance activities

X

X

X

92.

Backup data and configurations, as required, prior to maintenance services

X

X

X

93.

Apply software fixes, updates and patches for the storage products and operational tools

X

X

X

94.

Provide technical product support for storage systems hardware and software

X

X

X

Configuration Management

95.

Document, maintain and execute configuration management processes and ensure they are consistently followed

X

X

X

96.

Review and approve configuration management processes

X

X

X

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 15

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Storage and Data Management Services and Related LS&Co. responsibilities

Supplier

LS&Co.

Storage Architecture and Standards

LSA

LSE

AMA

LSA

LSE

AMA

97.

Maintain storage system configurations documentation

X

X

X

98.

Configure Virtual SANs, Zones and LUNs

X

X

X

99.

Define configuration items to be captured in Documentation/CMDB

X

X

X

100.

Continually update and maintain the Documentation/CMDB for all storage-related hardware and software

X

X

X

101.

Provide an integrated change and configuration management plan/process—interface control for change, release and configuration management

X

X

X

102.

Review and approve change and configuration management plan/process

X

X

X

103.

Provide adequate configuration control in all areas

X

X

X

104.

Support a configuration/asset management database (tools, technology and processes)

X

X

X

Failover Testing and Management

105.

Design failover/high availability architecture

X

X

X

106.

Implement failover / high availability model for systems

X

X

X

107.

Create schedule for failover testing and execute failover testing working with other service lines as needed

X

X

X

108.

Support failover tests

X

X

X

109.

Report on success or failure of failover testing

X

X

X

110.

Correct configuration issues for high availability systems

X

X

X

111.

Define and develop storage replication models

X

X

X

112.

Review and approve storage replication models

X

X

X

113.

Implement storage replication models

X

X

X

114.

Monitor storage replication processes

X

X

X

115.

Correct storage replication issues

X

X

X

6. DISASTER RECOVERY SERVICES

Disaster Recovery Services		Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
1.	Maintain field site recovery bins at Data centers & Campus Locations with necessary utilities to be able to recover systems. Recovery bins typically include the following (OS media, password recovery media) Also Supplier will create a DR bins and send it to locations where LS&Co. admin/staff can help in storing/maintaining it	X	X	X
2.	Develop DR strategy				X	X	X
3.	Develop and maintain comprehensive DR plan as it relates to all disciplines in this SOW	X	X	X
4.	Review and approve DR plan				X	X	X
5.	Maintain DR environment	X	X	X
6.	Coordinate DR testing	X	X	X
7.	Perform DR testing	X	X	X
8.	Execute DR Procedures	X	X	X
9.	Provide backup, business continuity and disaster recovery procedures	X	X	X
10.	Execute back-up, business continuity and disaster recovery procedures	X	X	X
11.	Provide proactive reporting, analysis and solutions	X	X	X
12.	Build out DR environment.	X	X	X
13.	Develop & Maintain DR test procedures	X	X	X

7. BACKUP, RECOVERY, RETENTION & ARCHIVAL MANAGEMENT

Backup, Recovery, Retention & Archival Services include but are not limited to activities associated with the day-to-day management of the backup and archival environment (e.g., Backup Infrastructure (Tape drives, Disk, De-dup appliance, archival appliance, SAN infrastructure), providing a stable supporting infrastructure and effectively and efficiently performing procedures so that the Services meet or exceed the Performance Standards. In addition, the following table describes backup, recovery, retention & archival management Services that Provider will perform, as well as the related LS&Co. Responsibilities.

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 16

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity		Supplier						LS&Co.
		LSA		LSE		AMA		LSA	LSE	AMA
Backup & Restore
1.	Manage and respond to litigation / e-discovery requests		X		X		X
2.	Monitoring of Backup and Restores		X		X		X
3.	Monitoring of Drives / Robots		X		X		X
4.	Performing Adhoc Backups		X		X		X
5.	Inserting/ Ejecting Media		X		X		X
6.	Planning and maintaining appropriate levels of Scratch Media		X		X		X
7.	Assist in developing, revising, documenting and implementing Magnetic tape library procedures		X		X		X
8.	Scheduling of New Backups/ Modifying existing Jobs		X		X		X
9.	Performing Restores		X		X		X
10.	Backup agents Installation		X		X		X
11.	Debugging Backup Failures		X		X		X
12.	Scripting / Automation of Minor Tasks		X		X		X
13.	Identify tape-related production problems, fix them		X		X		X
14.	Installing Agents, to include upgrades/repair		X		X		X
15.	Planning Backup Policies and Storage Units, Pools		X		X		X
16.	Tape Library Configuration and Administration		X		X		X
17.	Online Backups for Databases, Mail Servers etc.		X		X		X
18.	Backup Tool Configurations		X		X		X
19.	Performance Management for Backup/Restore		X		X		X
20.	Maintain backup schedule configuration items in the Configuration Management Database.		X		X		X
21.	Optimizing Media Consumption		X		X		X
22.	Upgrading Versions		X		X		X
23.	Patching on Backup/Restore Tool		X		X		X
24.	Scripting / Automation of Major/ Complex Tasks		X		X		X
25.	Recovery of Backup/Restore Servers from failure		X		X		X
26.	Restore from Legacy archive tape media using EMC Legato						X
27.	Integrating with other tools: Enterprise Management Systems		X		X		X
28.	Planning and Implementing Security for Backup & Restore Tools		X		X		X
29.	Monitoring of Backup and Restores		X		X		X
30.	Monitoring and managing data replication		X		X		X
31.	Monitoring and managing data archive to include software and hardware		X		X		X
32.	Monitoring of Drives / Robots		X		X		X
Backup Management
33.	Manual Triggering of backups which are not triggered automatically		X		X		X
34.	Trouble Shooting for the failure jobs		X		X		X
35.	Resubmitting the jobs depending upon error		X		X		X
36.	Ensuring the Jobs Completion		X		X		X
37.	Scheduling Backup jobs		X		X		X
Restoration Management
38.	Performing Restorations from backups		X		X		X
39.	Performing Disaster recovery process		X		X		X
Media Management
40.	Tape Capacity Monitoring		X		X		X
41.	Replacing bad and damaged tapes in the tape library		X		X		X
42.	Performing Tape inventory before any backup		X		X		X
43.	Loading and unloading tapes in the tape library		X		X		X

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 17

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity		Supplier						LS&Co.
		LSA		LSE		AMA		LSA	LSE	AMA
44.	Relocating the tapes to offsite location		X		X		X
45.	Prepare tapes for daily offsite transport		X		X		X
46.	Supplier will coordinate with existing LS&Co. Tape vaulting Suppliers for tape movement to vaulting locations.		X		X		X
47.	Availability of tape vaulting Suppliers at locations where tape vaulting is required and contracting signing with 3rd party Suppliers lies with LS&Co.							X	X	X
48.	Maintaining tape and library inventory		X		X		X
Tape Device Management
49.	Checking connectivity between server, client, Storage etc.		X		X		X
50.	Installing new Tape Library		X		X		X
51.	Coordinate with Supplier for H/W replacements		X		X		X
52.	Coordinate with Supplier for the Firmware up gradation		X		X		X
53.	Reconfiguration of Tape library		X		X		X
Backup Server Management
54.	Installing new Backup Servers		X		X		X
55.	Installing new Backup HW appliances		X		X		X
56.	Reconfiguration of Backup server and/or backup appliance		X		X		X
57.	Backup Integration & Implementation		X		X		X
Backup Monitoring
58.	Monitoring the Jobs		X		X		X
59.	Creating daily, weekly, monthly and yearly backup report		X		X		X
60.	Monitoring duplication process and catalog backup		X		X		X
61.	Metrics reporting (consecutive failure report, Top 10 list, success rates, dedupe rate, job counts, tape consumption, tape inventory etc.)		X		X		X
62.	Populate and maintain LS&Co. owned Knowledge Base		X		X		X
63.	Create and maintain operational process documentation		X		X		X

8. DATABASE MONITORING & MANAGEMENT

Database management Services includes activities associated with the management of LS&Co. Database instances providing a stable supporting infrastructure and effectively and efficiently performing procedures so that the Services meet or exceed the Performance Standards. In addition, the following table describes Database Management Services that Supplier will perform, as well as the related LS&Co. Responsibilities.

Database Management Services and Related LS&Co. Responsibilities		Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
1.	Define database standards and architecture				X	X	X
2.	Recommend database standards and architecture	X	X	X
3.	Maintain database standards and architecture	X	X	X
4.	Participate in database design and review	X	X	X
5.	Define requirements for physical database consolidation				X	X	X
6.	Execute physical database consolidation per LS&Co. requirements	X	X	X
7.	Participate in, and recommend, backup and recovery procedures (rows 7 to 12)	X	X	X
8.	Define and implement LS&Co. requirements for database backup and recovery	X	X	X
9.	Implement LS&Co. requirements for application database disaster recovery				X	X	X
10.	Define requirements for specialized backup services such as backup to disk, virtual tape backups	X	X	X
11.	Define & Implement database backup data requiring long term retention and for data requiring archiving	X	X	X	X	X	X
12.	Define requirements for specialized storage services related to databases				X	X	X

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 18

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Database Management Services and Related LS&Co. Responsibilities

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

13.

Define requirements for different storage tiers for new or additional database requests

X

X

X

14.

Define initial network (LAN and/or WAN) bandwidth requirements for database

X

X

X

15.

Review and approve requirements documents for item nos. 2, 5-12

X

X

X

16.

Define performance requirements for different databases

X

X

X

17.

Ensure technology standards are consistent with LS&Co. approved architectures

X

X

X

18.

Participate in developing and maintaining implementation standards

X

X

X

19.

Review and approve implementation standards

X

X

X

20.

Document and publish implementation standards

X

X

X

21.

Ensure implementation standards are consistent with approved technology standards

X

X

X

22.

Ensure adherence to standards

X

X

X

23.

Manage exceptions and/or changes to standards

X

X

X

24.

Review and approve exceptions

X

X

X

25.

Document, publish and maintain operational processes to support services

X

X

X

26.

Provide support for advanced database features such as database mirroring, log shipping, Always On, etc.

X

X

X

27.

Install and configure database client tools to support application requirements

X

X

X

Capacity Planning

28.

Participate in, and recommend, capacity planning

X

X

X

29.

Define key business metrics or indicators that drive database utilization

X

X

X

30.

Identify key system metrics or indicators that drive capacity planning process

X

X

X

31.

Collect capacity and performance data

X

X

X

32.

Regular proactive analysis of capacity and utilization data

X

X

X

33.

Provide exception notification and reporting on an on-going basis

X

X

X

34.

Review and approve exceptions

X

X

X

35.

Prepare and Lead quarterly capacity reviews, covering but not limited to: current period growth, trends, next period forecast, concerns and replenishment recommendations

X

X

X

36.

Define rapid or on-demand capacity provisioning strategy, including methodology for maintaining surplus capacity

X

X

X

37.

Review and approve provisioning strategy

X

X

X

38.

Provide capacity replenishment recommendations in line with quarterly capacity reviews and on-demand provisioning strategy

X

X

X

39.

Provide access to real-time capacity metrics and ad-hoc capacity planning reports

X

X

X

40.

Capacity planning tool selection

X

X

X

41.

Review and approve capacity planning tool selection

X

X

X

42.

Define process for adding additional capacity

X

X

X

43.

Review and approve process for adding capacity

X

X

X

44.

Maintain custom scripts for database maintenance and reporting

X

X

X

Operations Management

45.

Install, configure, patch and perform minor /major upgrades to databases

X

X

X

46.

Provide Assistance in Load Test

X

X

X

47.

Create tables and indexes per application requirements

X

X

X

48.

Plan, schedule and coordinate with all LS&Co. stakeholders around database patching activities

X

X

X

49.

Monitor, diagnose and resolve database issues related to but not limited to installation, configuration and performance

X

X

X

50.

Suggest implementation of appropriate database management tools across all database instances.

X

X

X

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 19

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Database Management Services and Related LS&Co. Responsibilities		Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
51.	Support and execute data export and import requirements	X	X	X
52.	Create copies of data/ databases as requested	X	X	X
53.	Perform database refresh	X	X	X
54.	Create and maintain database links	X	X	X
55.	Plan table space reorganization	X	X	X
56.	Execute table space reorganization	X	X	X
57.	Monitor and manage database space	X	X	X
58.	Maintain database inventory and license utilization	X	X	X
59.	Create and maintain indexes per LS&Co. requirements	X	X	X
60.	Support database hot backups	X	X	X
61.	Create and manage database security and user permissions	X	X	X
62.	Review and approve database security configurations/changes				X	X	X
63.	Create and manage database user ids	X	X	X
64.	Configure and manage database audit profiles	X	X	X
65.	Perform database recovery as needed	X	X	X
66.	Perform database tuning on an ongoing basis	X	X	X
67.	Perform database maintenance per LS&Co. requirements and schedule	X	X	X
68.	Assist application debugging utilizing database logs and traces	X	X	X
69.	Recommend database performance improvement measures on an ongoing basis	X	X	X
Database Configuration Management
70.	Define standard database configurations to meet LS&Co. various computing environment requirements				X	X	X
71.	Reviews and approve database configuration standards				X	X	X
72.	Maintain documentation of servers and database configurations	X	X	X
73.	Continually update and maintain the documentation/CMDB for additions, changes and redeployments of database hardware and software	X	X	X
74.	Track and identify differences between implemented server configurations and LS&Co. approved configurations (e.g. version control)	X	X	X
75.	Maintain previous working state for database configurations for potential restoration	X	X	X
76.	Configure the database so that applications software is able to perform per service levels	X	X	X
77.	Ensure standards are consistent with approved architectures	X	X	X
78.	Maintain exceptions to standards	X	X	X
79.	Review and approve exceptions to standards				X	X	X
80.	Evaluate any required non-standard products per business requirements	X	X	X
81.	Reviews and approve any non-standards products				X	X	X
82.	Perform database shutdowns and restarts and other maintenance activities as required.	X	X	X
83.	Support data loading in Pre-Prod environments	X	X	X
84.	Populate and maintain LS&Co. owned Knowledge Base	X	X	X
85.	Create and maintain operational process documentation	X	X	X

9. MIDDLEWARE (WEB) MANAGEMENT & SUPPORT

Web management Services includes activities associated with the management of LS&Co.’s Web server environments providing a stable supporting infrastructure and effectively and efficiently performing procedures so that the Services meet or exceed the Performance/Availability Standards.

• Must have in depth knowledge of the following technologies

• Server Operating Systems (Windows and LINUX)

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 20

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

• HTTP Server (IIS, Apache and IBM HTTP server)

• Application Server (.NET, Web logic, WebSphere, Tomcat, Jboss)

• Amazon (EC2, S3 Storage, Elastic LB, RDS)

• Akamai Content Delivery Network (DSA, Net storage, EDNS, Content Targeting, Advanced Cache Optimization)

• F5 Big IP Local Traffic Manager

Middleware (Web) Management & Support		Supplier			LS&Co.
		LSA	LSE	AMA	LSA	LSE	AMA
Monitoring
1.	Web/App Server Monitoring using enterprise tools	X	X	X
2.	Web/App Server Monitoring using existing scripts	X	X	X
3.	Monitoring Connection Pools	X	X	X
4.	Monitoring JMS Queues	X	X	X
5.	Monitoring CPU utilization	X	X	X
6.	Monitoring File Systems used by web/App servers	X	X	X
7.	Monitoring various Web/App server Processes	X	X	X
8.	Monitoring Log files (Access Logs, Error Logs, system Logs) Errors	X	X	X
9.	Event Monitoring	X	X	X
10.	Documented activates (SOP)	X	X	X
Administration/Troubleshooting
11.	Java/Admin Console Administration	X	X	X
12.	Patch Administration	X	X	X
13.	Log file administration	X	X	X
14.	Web/App server Domain/Instance creation	X	X	X
15.	Web/App server Performance Monitoring	X	X	X
16.	Web/App server Performance Tuning	X	X	X
17.	Deploying Applications	X	X	X
18.	App Server Crash Dump Analysis	X	X	X
19.	DNS management internal/external	X	X	X

10. PROJECT SUPPORT

Any Infrastructure led Activity in the above roles & responsibility matrix stated in this Statement of work such as Major upgrades, gathering of new business requirements, migrations, Hardware refresh’s, Evaluation of new tools & technologies would be considered as part of project support. All project work related to business or application demand shall be excluded from this section.

Example of future projects identified by LS&Co.

1. LS&Co. engineering is working on a strategy to simplify our branch office strategies. Under this new model all data would be centralized at regional datacenter locations by implementing VMware and WAN Accelerators to cache data locally in the field sites. Supplier will be expected to lead the implementation and data migrations

2. Meet with customers to identify requirements, sizing, and costing of new and changes to existing environments (example of a business/application led project)

3. Implementation of SAP HANA and Sybase IQ

Projects performed by Supplier will fall into one of the following categories:

• Steady State Projects

• Project Pool Hour Projects

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 21

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

• Major Projects

1. STEADY STATE PROJECTS

Steady State Projects are Projects of less than or equal to 40 hours that:

• Are capable of being performed by the Steady State Staff (i.e., the Steady State Staff possess the appropriate skillsets to perform the Project); and

• Will not impact Supplier’s ability to meet applicable Service Level Agreements, as mutually agreed by the Parties’ respective Service Tower leads, taking into account the current and planned workload capacity of the applicable Steady State Staff resources).

• The total hours allocated to Steady State Projects in any given month cannot exceed 5% of the then current total monthly Steady State Staff FTE hours allocated for each Service Tower

Examples of work performed as Steady State Projects are system upgrades, hardware and software refreshes, and equipment installations and modifications across Service Towers. The total hours allocated to Steady State Projects in any given month cannot exceed 5% of the then current total monthly Steady State Staff FTE hours allocated for each Service Tower (the “Steady State Cap”). For example, if there are 20 FTEs comprising the Steady State Staff for SOC Services, the Steady State Cap for the SOC Service Tower for the month would equal 3,200 hours x 5% = 160 (assuming a 4 week month at 40 hours/week). LS&Co. will not receive an invoice credit if the hours used for Steady State Projects for a given month are less than the Steady State Cap.

Steady State Projects are included in the Base Fees and will not incur additional charges. LS&Co. may, in its discretion, allocate Project Pool Hours for the completion of any Steady State Project in excess of the Steady State Cap. LS&Co. may not split a longer duration Project (i.e., a Project in excess of 40 hours) into multiple smaller Projects in order to use up any unused hours for the month.

The prioritization of Steady State Projects will be handled by the Operating Committee as part of the Services Governance between LS&Co. and Supplier If LS&Co. determines that a Steady State Project will take priority over achievement of a Service Level Agreement for a given month, LS&Co. will issue a written Service Level exception to the Service Provider.

The total projects hours available from the steady state resource pool is 1500 hrs./year spread evenly across each month

2. PROJECT POOL HOURS PROJECTS

Project Pool Hours Projects are Projects greater than 40 hours in duration that are performed by the Project Pool Staff. Project Pool Hours Projects may also include Projects of equal to or less than 40 hours in duration that exceed the Steady State Cap.

These will be further sub-divided into

a) Infrastructure led projects

Supplier will provide the infrastructure Project Pool hours to LS&Co. each year for a 5 year period, based on the Project forecasts provided by LS&Co. Currently this pool constitutes of 12,000 for server/storage, and 4,000 Hours for database projects i.e., a total of 16000 project hour/year that can be leveraged for infrastructure-led projects This Project Pool will be available based on priorities established by LS&Co. and communicated to Service Provider on a weekly basis. Service Provider will provide an estimate of the Project Pool hours required for each Project Pool

Hours Project by Skillset Category for review and approval by LS&Co. LS&Co. will draw down these hours over time, and such use will be reported by Service Provider on a monthly basis.

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 22

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Service Provider will initially allocate resources to the Project Pool Staff in accordance with the hours per Skillset Category as agreed below. Any skillset required outside of the Skillset Categories will be made available to LS&Co. outside of the Project Pool, in accordance with the rate card submitted.

Currently the pool is planned to have following resources

• Westlake - Infrastructure Architect – 2

• 1 FTE – Windows skill set

• 1 FTE – Linux / Unix skill set

• India – Project Resource – 5.5

• Windows and VM Ware – 1.5

• Linux – 1

• Storage – 1

• Oracle and SQL – 2

• Apart from the above 14,560 hrs. annually. As dedicated for only projects, there is an additional 1,500 hrs. annually for projects under SOC support which can be utilized within the steady state resource pool

b) Business/Application-led projects

This pool is to meet with customers/application teams to identify requirements, sizing, and costing of new and changes to existing environments. Any application-led projects which can be covered within the 16,000 hours/ year mentioned under infrastructure-led projects will not lead to additional cost. However if the demand from the application-led project exceeds the 16,000/year project hours, the same will be performed as a separate project under time and material using the project rate card

3. MAJOR PROJECTS

Major Projects are Projects that do not meet the conditions for the Steady State Projects or the Project Pool Hours Projects. Major Projects are not included in the Base Charges. For each Major Project requested by LS&Co, Supplier will prepare a proposal based on the requirements and scope of work defined by LS&Co. and will include an estimate of the charges for such Major Project. The Parties will enter into a separate Work Order with respect to any Major Project approved by LS&Co.

11. CONTINUOUS IMPROVEMENT

• Supplier will leverage automation to implement self-healing as part of service delivery improvement and will identify and automate 5 items per year to address incidents. LS&Co. engineering will be expanding environment to increase virtualization ratio by 10% year over year. Supplier will be expected to lead the migrations from physical systems in order to meet this goal. We expect to hit 90% by end of 2015, and 100% by end of 2016.

• Supplier will develop a comprehensive on-boarding process to bring new resources up to speed quickly without disruption to LS&Co.’s operations or internal resources.

• Supplier will provide Supplier training to keep skills current. As new/upgrade technologies are implemented Supplier will ensure staff is trained to support

• Assist in developing and updating the long-range, comprehensive plan for LS&Co. Systems, processes, technical architecture and standards. While LS&Co. will be primarily responsible for this plan, the Supplier will serve as a key collaborator.

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 23

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

• Assist in projecting future volume, technology, and geographic changes that could impact LS&Co. Systems and technical architecture, including any outputs from the Capacity Management, Availability Management and Demand Management Processes.

• Identify & Implement candidates and requirements for the deployment of new technology or the automation of tasks associated with the Services and/or LS&Co. Business processes and Business Services.

• Proactively submit proposals regarding new technology and automation to LS&Co. for its review and approval.

• Proactively seek to automate manual tasks associated with the Services and advise LS&Co. of such opportunities.

• Support LS&Co. in the discussion and presentation of potential new technology product and service offerings to Authorized Users.

• Facilitate and encourage active cross-functional, cross-group, and cross-location coordination and communication related to new technology and automation.

• Proactively identify strategies and approaches for future IT service delivery that the Supplier believes will provide LS&Co. with competitive advantages and that may result in increased efficiency, effectiveness, performance, or cost savings.

• Help to specify the Equipment and Software architecture and standards, and participate in continuously keeping LS&Co. technical architecture current.

• Identify industry and technological trends that may impact LS&Co. plan.

• Identify and track regulatory issues/changes that may impact LS&Co. plan.

• Gather and incorporate the data and lessons learned from the operating Environment that may impact LS&Co. plan.

• Perform trend analysis from the resource consumption data to project future demand that may impact LS&Co. plan.

• Cooperate with LS&Co. in researching and implementing automated tools to improve Service Levels and/or performance of the distributed computing environment (including end-to-end performance associated with the server, networks, and End-User Computing (EUC) environments). Tool selection will be in accordance with LS&Co. standards and technical architecture.

• Annual incident ticket volume per discipline should incur 5% reduction per calendar year.

LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 24

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 2

DESCRIPTION OF SERVICES

ATTACHMENT 2.3.5

DESCRIPTION OF SERVICES – INFORMATION TECHNOLOGY SERVICES

SERVICE DESK

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

1. Introduction

Purpose: This Exhibit describes the Services to be performed for LS&Co. by Supplier pursuant to the Agreement.

References: References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto.

Definitions: As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

Without limiting Section 3.1 of the Agreement, the Services include (a) the services, functions and responsibilities described in this Attachment; and (b) the services, functions and responsibilities identified in the roles and responsibilities matrices contained within this Attachment for which Supplier is responsible (i.e., those Services which have an “X” in the column labeled Supplier).

2. Service Desk Description

Supplier as a Service Provider to LS&Co. will provide Global Tier 1 IT Service Desk Services to LS&Co. identified Corporate and Retail IT Users.

The following items outline the primary goals for the Global IT Service desk:

1) Listen to the customer’s incident / request. Communicate with them in a manner that the incident / request are understood and will make an attempt to resolve the reported incident / request.

2) Document the incident/request in the LS&Co. Service Management system, while collecting/validating their data.

3) For Incidents, refer to the established knowledge base to review solutions for the problem. Check to determine if there’s a known outage / service impact that the customer may be reporting. Work with the customer on the phone to execute the solution. This may include remotely administering their computer, with the customer’s permission. Check with the customer to validate the solution has taken place and that they are satisfied with the solution.

4) For requests, refer to the established knowledge base to review solutions to satisfy the request. Check with the customer to validate the solution has taken place and that they are satisfied with the solution.

5) If the customer incident/ request comes in via other methods (i.e. Instant Message, Email, etc.), use Step 3 and execute the same, calling the customer to complete their request or fix their incident. If there’s enough information via the other communication, the solution may be executed before a call is made.

6) The expectation is that incidents are resolved on first contact, meaning the customer remains on the phone with the technician while the incident is resolved. Escalations to higher levels must take place within 30 minutes of customer contact.

7) The expectation is that requests are resolved on first contact, meaning the customer remains on the phone with the technician while the request is fulfilled. Escalations to higher levels must take place within 30 minutes of customer contact.

2.1 HOURS OF COVERAGE

Service Desk hours of coverage are 24 x 7, 365 days (English)

LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

3. Scope of Services

3.1 General Services

	Account Management	Supplier	LS&Co.
1	Provide single point of contact and coordination for LS&Co. IT Incidents, Inquiries and Requests for Service.	X
2	Manage the day-to-day performance of the Service Desk team members.	X
3	Responsible for fulfilling Service Level Agreements and overall Service Desk performance.	X
4	Establish and execute a clear escalation process.	X
5	Provide recommendations on process improvements. Part of overall continuous improvement program.	X
6	Proactively review knowledge to ensure accuracy. Validate knowledge accuracy with Service Owners.	X
7	Manage end-to-end monitoring to ensure incidents are being handled in a timely manner, and fulfillment of requests are handled in a timely manner. Includes ensuring the same for those incidents or requests assigned outside of Level 1.	X
8	Provide single point of contact and coordination for LS&Co. IT Incidents, Inquiries and Requests for Service.	X
9	Manage the day-to-day performance of the Service Desk team members.	X
10	Responsible for fulfilling Service Level Agreements and overall performance.	X
	Communication	Supplier	LS&Co.
11	Single contact point through multiple channels; toll-free number, Web Portal, Chat, Email	X
12	Provide the infrastructure for the call recording, call monitoring and ACD	X
13	Design & Manage an IVR/ACD process such that LS&Co. defined touch, or voice prompts are implemented, managed and changed as approved by LS&Co.	X
14	Approve IVR/ACD call prompts and standard messages		X
15	Provide telecommunications infrastructure to support voice and data communications between Service Desk and end-users.	X
16	Provide toll free numbers for all in scope countries/locations (where applicable is mutually agreed on between the parties).	X
17	Provide toll free numbers for LSA – North America and Canada		X
18	Ensures communication takes place with all parties where responsibility for resolving an Incident is in dispute, to ensure agreement is reached.	X
19	Issue broadcasts or other notices to provide status updates as required for planned and unplanned events (end-user impact)	X
20	Notify affected end-users of the progress on their reported Incident or Request	X
21	Communicate status to requestors of Incident or Request tickets. Set customer expectation in regards to SLA and communicate if agreement will not be met.	X
22	As a part of the operations if there is any new addition to the support environment for example a new Application or a device, then the Service Desk will inform the relevant groups	X

Maintain a continuous improvement program. Tied to specific time-bound objectives and results, includes but not limited to the following:

	Continuous Improvement	Supplier	LS&Co.
23	Audit performance results & operations monthly.	X
24	Identify solutions that minimize the need to contact the Service Desk (e.g. additional End-User training, self-help opportunities, root cause analysis).	X
25	Work with IT Service Desk operational and technical staff to identify solutions that minimize the need to contact the Service Desk	X
26	Identify and report on all tickets that were not correctly managed. (i.e. Assignment, Cause, Classification, Documentation, Escalation, Prioritization, Routing, etc.)	X

LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

27	Ensure first contact ticket resolution accuracy. Are tickets that are being transferred to Level 2 truly not resolvable by first contact? Sample 2% of tickets monthly.	X
28	Identify opportunities to support the Shift-Left strategy through automation of current services being performed at L1 or identify services being performed at L2/3 that could and should be moved to L1.	X
29	Audit performance results & operations monthly.	X
	Customer Satisfaction	Supplier	LS&Co.
30	The service desk is responsible for confirming the client is satisfied	X
31	Verify acceptance of Services by seeking end-user confirmation results and level of satisfaction using established procedures	X
32	Implement and manage two types customer satisfaction surveys: •  One for service delivery of day to day incidents and requests •  Another to measure overall quality of service delivery.	X
	Exception Procedures	Supplier	LS&Co.
33	Develop and document exception procedures.	X
34	Document exception requests in LS&Co. ticketing system.	X
35	Review and approve exception procedures.		X
	Incident Management	Supplier	LS&Co.
36	Provide a system to record, manage and track all Service Requests, incidents, inquiries and problems and provide named access to the Supplier Service Desk agents		X
37	Creates an Incident Management Plan to establish an integrated process for identifying, documenting, monitoring, evaluating and controlling all Incidents through the lifecycle of the service and map where Incidents will be referred.	X
38	Classifies the Incident to determine status, known error matching, priority (impact vs. urgency) and to provide initial support to resolve the Incident where possible. If resolution is not possible perform routing of the Incident to specialist resolver group(s).	X
39	Assesses, collect and provides detailed analysis (including known Incident matching and approved workarounds analysis) of Incident in order to resolve the Incident where possible. If resolution is not possible routing of the Incident to specialist resolver group(s) is initiated.	X
40	Provides coordination, ownership, monitoring, escalation, communication and trend analysis of all Incident activities to agreed parties during the Incident lifecycle as defined in the LS&Co. Incident Management Procedure manual.	X
41	Identify incident characteristics and find / Coordinate for root cause.	X
42	Document and monitor the status and progress of all open Incidents. If an Incident is not getting the appropriate attention, initiate defined escalation procedures.	X
	Knowledge Management	Supplier	LS&Co.
43	Maintain and manage process, procedure and work instruction documentation for all Tier 1 Services. Includes the identification of knowledge updates by the Service Owners and where knowledge does not currently exist and is causing customer frustrations.	X
44	Provide access to existing Knowledge Base, FAQs and self-help portal		X
45	Updates Knowledge Base, FAQs and self-help portal with new resolutions or information.	X
46	Maintain Service Desk staff knowledge level through dedicated training and maintaining a dedicated knowledge database, Incident resolution scripts and Request fulfillment scripts.	X
47	Verify that the knowledge for each incident is either available and accurate, (not present or available and in-accurate)	X
48	Verify that the knowledge for a request for fulfillment is available and accurate,( not present or available and in-accurate)	X
49	Identify required knowledge through a proactive continuous improvement process. Detailed data drives the right decision on knowledge requirements.	X

LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

	Policies	Supplier	LS&Co.
50	Define Service Desk policies.		X
51	Understand and adhere to LS&Co. policies	X
	Problem Management	Supplier	LS&Co.
52	Responsible for adhering to Problem Management processes including identifying trends and identification of recurring Incidents and single occurrences where problem management is necessary to drive to root cause.	X
	Procedures	Supplier	LS&Co.
53	Execution and maintenance of operational procedures, including Service Desk Procedures, Incident Management Procedures and Request Management Procedures	X
	Reporting	Supplier	LS&Co.
54	Manage and deliver management reporting according to agreed schedule and provide facility for ad hoc analysis.	X
55	Supplier to provide recommendations of necessary changes in ServiceNow for reporting and effective Service Desk function during the transition	X
56	Make suggested and any other changes in ServiceNow in order to enable reporting and trending analysis (during transition)	X	X
57	Provide necessary capabilities in the ServiceNow to extract necessary data for reporting purpose (during transition)	X	X
58	Monthly, Quarterly and Annual Operational reporting supporting Incident, Problem and Request Management services performed by the Service Desk.	X
	Request Management	Supplier	LS&Co.
59	Manage and follow the a Request Fulfillment process to ensure an integrated process for identifying, documenting, monitoring, evaluating and controlling all Requests through the lifecycle of the service.	X
60	Review and approve the Request Fulfillment plan		X
61	Provides coordination, ownership, monitoring, escalation, communication and trend analysis of all Request activities to agreed parties during the Request lifecycle as defined in the LS&Co. Request Management Procedure manual.	X
62	Document and monitor the status and progress of all open Requests. If the Request is not getting the appropriate attention, initiate defined escalation procedures.	X
	Self-Help Support Services	Supplier	LS&Co.
63	Define Self-Help Support Services requirements and policies	X
64	Provide support, advice and recommendations to LS&Co. in connection with the development of Self-Help Support Services requirements and policies	X
65	Develop, document and maintain the Standards and Procedures Manual Self-Help Support Services processes that meet such requirements and adhere to policies	X
66	Review and approve such Self-Help Support Services processes		X
67	Implement, maintain and support Self-Help Support capabilities that enable End-Users to perform self-service administrative functions including password reset, “How To” support through End-User access to knowledge databases and online Incident status checking.	X
68	Monitor and review the effectiveness of Self-Help Support Services capabilities and usage	X
69	Develop and provide recommendations for improvements to Self-Help Support Services capabilities	X
70	Review and approve recommendations for improvements to Self-Help Support Services capabilities		X
71	Implement approved recommendations for improvements to Self-Help Support Services capabilities	X
72	Mandate end users to use Self-Help support solutions		X
73	Inform end users and walk them thru to the Self Service solutions	X

LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

	VIP Support Services	Supplier	LS&Co.
74	Verify that Incidents or requests (including access request) from VIP End Users are recognized at the Service Desk and responded on priority	X
75	Ensure that the tickets for assigned VIP’s to be assigned an elevated resolution priority as agreed with Customer	X
76	Maintain directory of VIP users and their assistants	X
77	Approve VIP Directory		X
78	Update ServiceNow with the VIP list		X
	Service Level Management	Supplier	LS&Co.
79	Manage escalation process according to Incident or Request for those tickets that are at risk or did not meet the defined SLA.	X
80	Manage Service Delivery against an ITIL model, ensure SLA’s are managed appropriately within this model	X
81	Delivery of SLA reporting monthly, reviewed with LS&CO.	X
	Surveys	Supplier	LS&Co.
82	One of the ways satisfaction is measured is by means of surveys, both a general services survey independent of our incident and request management system and a survey specific to an incident or request. Responsible for sending both types of surveys.	X
83	Develop and execute procedures for conducting end-user satisfaction surveys.	X
84	Configure ServiceNow to send Customer Satisfaction Survey for both incidents and service requests		X
	Telephony	Supplier	LS&Co.
85	Set up IT Service Desk telephony and customized greetings with call routing. Need ability to transfer calls both internally and externally.	X
86	Review and approve the message templates of ACD greetings, e-mails and service interruption notifications		X
	Ticket Management	Supplier	LS&Co.
87	Track Incidents and Requests, keep the End User informed on ticket status and progress	X
88	Manage the full lifecycle of the Incident or Request tickets.	X
89	Ensures that all related Incidents are linked and managed to resolution.	X
90	Provides a single repeatable process for the capture and management of Incidents and Requests.	X
91	Monitor Incidents and Requests and escalate per policies and procedures until resolution and end-user satisfaction.	X
92	Escalation and coordination with Tier 2 Support Group & Tier 3 Support Group for internal resolution.	X
93	Ensure tracking is in place to update and monitor status of Incidents and Requests so they progress towards resolution	X
94	Ensure features are available in ServiceNow for Service Level notification and reporting		X

3.2 Standard IT Services

These are standard IT services towers, the IT department delivers services based on ITIL tiered support model. The Supplier will provide Level 1 support for all towers and will assist LS&CO. with service improvements. This should include, but is not limited to, identifying required knowledge or additional self-service opportunities.

	Ticket Management	Supplier	LS&Co.
1	Access & Software - Coordinate employee user account administration (account lifecycle management), activation, changes and terminations, including: Password/account setup and reset, Remote access connectivity, E-mail accounts, User Ids, Password resets, , Voicemail administration, Telephone lines, and according to the current LS&Co. Policies and tools	X
2	Provide adequate access to AD & password management tool to be able to perform use ID related activities		X

LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

3	Employee & Contractor Administration - Coordinate On-boarding and off-boarding IT tasks specific , off-boarding	X
4	Employee & Contractor Administration - Coordinate employee transfers for IT related activities	X
5	Smartphone first level support to include device activation, synchronization, plan changes, disable/wipe devices, device upgrade, modify ownership, and troubleshooting.	X
6	Provide access to the smartphone management portal to perform first level support		X
7	Remotely repair configuration of all client components installed on end user’s PCs.	X
8	Push of approved packaged software using SCCM 2012	X
9	Provide adequate access to SCCM 2012		X
10	1st level Support of all end-user mobility devices approved to run in the LS&CO. environment.	X
	Ticket Management	Supplier	LS&Co.
11	Video Conferencing & Voicemail Services - Conference Room and AT&T service Reservations, voicemail accounts, PBX basic configuration, video conferencing	X
12	Provide support to Common Off The Shelf Software (COTS), Packaged software ( for example, Exchange - Contacts, distribution lists, mailbox, resource calendars, release quarantined attachments)	X
	Server	Supplier	LS&Co.
13	For first level resolutions based on SOPs e.g. Connections, share access	X
	Network	Supplier	LS&Co.
14	For first level resolutions based on SOPs e.g. Connectivity	X
	Storage	Supplier	LS&Co.
15	For first level resolutions based on SOPs e.g. Restores	X
	LS&Co. Applications	Supplier	LS&Co.
16	Provide Tier 1 Application support services where application teams have provided clear knowledge and training. Work with Application teams to obtain knowledge and training where non-existent. Move away from pass through organization.	X

4. Governance

	Weekly Update Meeting	Supplier	LS&Co.
1.	Facilitate a weekly update meeting to discuss the elements of the weekly report, changes in the LS&CO. environment that may affect the Services, and any open action items. Vendor Team Leaders, Service Delivery Manager, and appropriate LS&CO. management representatives attend this meeting.	X
2.	Ensure that respective LS&Co. authorities attends these meetings		X
	Monthly Meeting	Supplier	LS&Co.
3.	Facilitate a monthly quality assurance and metrics review meeting to discuss the elements of the monthly report, including attainment of Service Levels, customer satisfaction, the top Call types, trends in the LS&CO. environment, any changes in the vendors Services as documented in a Change Request, and any changes in the LS&CO. environment that may affect the vendors Service delivery.	X
	Quarterly Meeting	Supplier	LS&Co.
4.	Ensure that respective LS&Co. authorities attends these meetings		X
	Business Unit Leader will facilitate a quarterly meeting to formally present operational metrics, successes, and challenges. The overall goal of these meetings is to improve existing deliverables,	X
5.	define new requirements, strengthen the partnership with our customers, and discuss potential cost reduction strategies

LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

	The quarterly meeting will Review the accomplishments and metrics since the previous quarterly meeting. Then, topics selected by the parties will be discussed and reviewed. Each quarterly meeting is closed with a planning session for the next 90-day period. Subsequent monthly status meetings may be scheduled to review the progress of the action items.
6.	Ensure that respective LS&Co. authorities attends these meetings	X

5. Quality Assurance

LS&CO. & the vendor will measure the quality of the vendor’s delivery of Services using a quality assurance scorecard.

	Quality Monitoring Evaluation (QME)	Supplier	LS&Co.
1.	Monitor Calls to evaluate Service Desk Support Technician performance for the following elements: •  Call processing following the vendors standards •  Troubleshooting and technical accuracy •  Use of resources •  Ownership and follow-up •  Customer service skills	X
2.	For each monitored call, the person conducting the monitor will complete a Monitoring Feedback Form stored in the Procedures Manual, which will be entered into the performance tracking database for calculation. Results are tracked and communicated on a monthly basis in the quality assurance scorecard.	X
	Ticket Monitoring	Supplier	LS&Co.
3.	Monitor Tickets created by the Service Desk Technicians to evaluate their performance for the following elements: •  Ticket documentation •  Troubleshooting and technical accuracy •  Use of resources •  Ownership and follow-up •  Customer service skills •  LS&Co. agrees to calibration sessions to improve general quality provided	X
4.	For each monitored Ticket, the person conducting the monitor will complete a Monitoring Feedback Form which will be entered into a performance tracking database for calculation. Results are tracked and communicated on a monthly basis.	X
	Ticket Escalation Accuracy (TEA)	Supplier	LS&Co.
5.	Record and analyze all Tickets escalated by the Service Desk which were flagged by the Support Groups with a Quality Concern (e.g. Incorrect Routing, Insufficient Information, Should have been resolved by Lev 1 etc). Depending on the technology chosen, the Support Groups can flag tickets with Quality Concerns either in the ticketing tool within each ticket, or in an external Quality Concern Form that will then be sent to Service Desk Management.	X

LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

6.	For each monitored Ticket, the person conducting the monitor will complete a Monitoring Feedback Form which will be entered into a performance tracking database for calculation. Results are tracked and communicated on a monthly basis.	X
	Complaints Process	Supplier	LS&Co.
7.	Provide the end user with a means of submitting formal Complaints, either by phone, web portal or email	X	X
8.	The complaints will be centralized and managed by the vendors Operations Analysts via the Quality Issue Process.	X
	Quality Issue Process (QIP)	Supplier	LS&Co.
9.	Use a Quality Issue Tracker to record all quality issues at the Service Desk: •  Quality Concerns reported by Support Groups •  Negative Customer Satisfaction Surveys •  Complaints submitted by the End Users of Client Management	X
	In situations where there is an issue with a Ticket that was handled by the vendors staff member. The vendors will follow its Quality Issue process to appropriately manage and resolve these quality issues.
10.	Quality issue results will be tracked and communicated on a monthly basis; however, individual quality issues will be discussed as necessary to resolve the reported issue.	X

6. Reporting

	Reporting and Analytics	Supplier	LS&Co.
1.	In addition to those reports already identified, the vendor shall provide LS&CO. with Service Desk Reports, including metrics that identify efficiency, effectiveness and utilization. Report frequency may be weekly, monthly, quarterly or annually. The vendor shall provide report on at least a monthly basis on SLAs, and shall also provide operational and trend reporting.	X

LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Page 8

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

MASTER SERVICES AGREEMENT*

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 2

DESCRIPTION OF SERVICES

ATTACHMENT 2.3.6

DESCRIPTION OF SERVICES – INFORMATION TECHNOLOGY SERVICES

GLOBAL INFORMATION SECURITY

* Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

1. INTRODUCTION

Purpose: This Exhibit describes the Services to be performed for LS&Co. by Supplier pursuant to the Agreement.

References: References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto.

Definitions: As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

Supplier will provide the following support for Global Information Security subsystems:

• Firewalls

• VPN Remote Access

• Remote Access User Certificates

• ID Management/Single Sign on

• Web content filtering

• Botnet alerting

• Store wireless/LAN alerting

• Intrusion Detection/Prevention

• PC/Mac/Server/POS Antivirus

• Server Security Configuration Monitoring

• Security Incident and Event Management

• Vulnerability Scanning

• Server/Mac/PC/POS vulnerability analysis and Patch status monitoring

• Information Security Awareness

Without limiting Section 3.1 of the Agreement, the Services include (a) the services, functions and responsibilities described in this Attachment; and (b) the services, functions and responsibilities identified in the roles and responsibilities matrices contained within this Attachment for which Supplier is responsible (i.e., those Services which have an “X” in the column labeled Supplier).

This support will include all tasks that would be considered operational, upkeep and periodic changes. This would include the following:

Service Definition	Associated Work Tasks
Production Support	Provide 7x24 monitoring and support for Information Security subsystems.
	Interact and escalate with Supplier for any system defect and support tickets
	Operational SLAs will conform to and be measured against the general IT Infrastructure Service Level Agreements
	Quarterly measurement of capacity for all security subsystems
	Provide Root Cause Analysis within expected service levels
	Troubleshoot any issues and document them for reference during steady state operation.
	Troubleshoot end-user issues, performance and availability issues, related to security subsystems

LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Service Definition	Associated Work Tasks
	Work closely with other IT stakeholders for solving problems on network and access issues
	Manage security sub-system releases that include upgrade of system images to N or N-1 version
	Proactively plan for refresh as per the refresh cycle and notify LS& Co on EOL (End of Life)/EOS (End of Support) versions
Security Infrastructure Services	Performing on-going administration, management, upgrading and monitoring of sub-systems.
	Manage, provide testing, change management, and documentation services for changes to security sub-systems
	Monitor, detect, investigate and resolve security incidents related to security subsystems.
	Maintain Security sub-systems, to current release levels.
	Monitor patches deployment status.
	Analyze vulnerability scan results, create and assign problem tickets to appropriate stakeholders for remediation.
	Monitor Vulnerability Alerting ([****] *) and escalate to appropriate stake holders.
	Provide security scans on new servers and network devices prior to them being placed into production.
	Provide periodic review of security subsystem capacity and provide recommendations for upgrades. Monitor and troubleshoot technical, performance and availability issues.
	Manage changes through Change Process for all in scope sub-systems ensuring changes are authorized and auditable.
	Reporting—ensuring reports on availability and effectiveness are made available to LS&Co. at an agreed schedule.
Security Audit	Create and assign tickets as needed to remedy compliance issues.
	Complete and document quarterly infrastructure role based access/entitlement reviews.
	Complete and document quarterly infrastructure separation of duty reviews.
Reporting & Awareness	Security system availability for all information security subsystems
	Produce Key Indicator Metrics for all information security subsystems
	Coordinate awareness for PCI and general Security compliance. Validate and report solutions achieving desired results

The enterprise security services to be provided by Supplier to LSA, LSE, & AMA under this Agreement are categorized into the following security domains:

• Governance Risk and Compliance Services

• End Point Security

• Perimeter Security

LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

• Security Incident Management and Monitoring

• Identity Management Security Services

• Data Security Services

• Application Security Services and Software assurance

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

Governance, Risk and Compliance

Enforce LS&Co. policies and standards

X

X

X

X

X

X

Report to Information Security any violations of defined information security policies by LS&Co. across Supplier delivery processes, locations, facilities and teams.

X

X

X

Supplier SOX and PCI lead to report to the LS&Co. Information Security office annually once per quarter review the IT controls for any changes. The lead must ensure the Supplier delivery teams follow the right process, thereby adhering to LS&Co. policies

X

X

X

Leading audit and compliance functions is out of scope for Supplier

X

X

X

End Point Protection (PC/Mac/Server/POS Antivirus):

Anti-Virus and Host Intrusion Detection / Prevention Solution Management

Supplier will provide end-to-end management of the currently installed Symantec Anti-Virus and Host Intrusion Prevention Solution.

The below activities will be performed by Supplier’s security team:

Install, update, operate, and maintain Anti-Virus protection Software on the servers by the L2-L3 teams within Supplier and co-ordinate with the desk side teams to ensure all endpoints used to deliver or support the Services are in currency

X

X

X

Checking that virus definitions and scan engines are at latest levels on all endpoints in-scope

X

X

X

Monitoring of antivirus subsystem server resources – CPU and Memory

X

X

X

Raising alerts to Server Teams in case of high resource utilization and following Problem/Incident management path

X

X

X

Add, modify and remove policies for anti-virus, desktop firewall, HIPS / HIDS, etc.

X

X

X

Deployment of agents from Endpoint Protection Management console

X

X

X

Virus outbreak management

X

X

X

Respond to malware incident

X

X

X

Notifications to the desk side team for non-updated endpoints for virus definitions

X

X

X

System changes are documented and validated using standard system change tools procedures.

X

X

X

Procurement and or Renewal of endpoint protection solution licenses.

X

X

X

Server/Mac/PC/POS vulnerability analysis and Patch status monitoring:

Supplier will monitor LS&Co. subscribed threat intelligence feed for items that relate to and can impact the LS&Co. operating environment. Supplier will conduct the monthly patch meeting and will conduct “out of band” patch meetings as needed to discuss emerging vulnerabilities and assign risk ratings. Supplier will open and track tickets to various support areas to apply patches and remediate risks.

X

X

X

LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

Security team is only responsible to ensure LS&Co. security patches are deployed on time by other Supplier teams and all non-compliance is reported during monthly patch meetings.

X

X

X

Perimeter Security

Firewall Management

Supplier will do complete administration and management of firewalls. Supplier’s fully managed firewall service includes:

Performing on-going administration, management, upgrading and monitoring of firewall devices.

X

X

X

Add, remove and modify routing, security policies as per LS&Co.’s business requirement and firewall standard practices.

X

X

X

Interact and escalate Supplier for any system defect and support tickets for Platinum services

X

X

X

Monitor, detect, investigate and resolve security incidents related to the firewalls.

X

X

X

Provide Root Cause Analysis within expected service levels=

X

X

X

Troubleshoot any issues and document them for reference during steady state operation.

X

X

X

Troubleshoot end-user issues, performance and availability issues, related to firewalls=

X

X

X

Work closely with other IT stakeholders for solving problems on network and access issues=

X

X

X

Manage firewall releases that include upgrade of firewall images to N or N-1 version

X

X

X

Proactively plan for refresh as per the refresh cycle and notify LS&Co. on EOL (End of Life)/EOS (End of Support) versions

X

X

X

Implement, monitor and troubleshoot High Availability functionality between pair of firewalls.

X

X

X

Ensuring high availability is functioning properly to avoid single point of failure and business disruption

X

X

X

Monitor and troubleshoot technical, performance and availability issues.

X

X

X

Change management, ensuring changes are authorized and auditable.

X

X

X

Reporting—ensuring reports on availability and effectiveness are made available to LS&Co. at an agreed schedule.

X

X

X

Note: [****]* Firewalls which are expected to increase by [****]* each year. [****]* of firewalls will be replaced as end of life each year. Firewall systems, including management systems will be updated to the latest software release each year. There are [****]* firewall incidents and [****]* changes each month. Supplier will also provide coordination and testing for site-to-site VPN changes ([****]* each month).

X

X

X

Additionally, Supplier will conduct the following activities:

Add, remove and modify routing, security policies as per LS&Co.’s business requirement and firewall standard practices. SLA [****]* business days

X

X

X

Implement, monitor and troubleshoot High Availability functionality between pair of firewalls.

X

X

X

Ensuring high availability is functioning properly to avoid single point of failure and business disruption

X

X

X

Supplier will annually maintain all existing firewalls versions to N, N-1

X

X

X

As per the MSA, we can accommodate a [****]* increase year on year on firewalls, anything beyond [****]* will be a project work or a separate discussion on CR (Change Request)

X

X

X

Procurement and or Renewal of firewall hardware / software support and licenses.

X

X

X

Intrusion Detection Protection/Prevention

LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

The Supplier’s responsibilities will include:

Install, update and configure Checkpoint Network Intrusion Detection Systems (NIDS) sensors, and Checkpoint Network Intrusion Prevention Systems (NIPS) sensors to inspect all inbound and outbound network activity:

X

X

X

Identify suspicious patterns that may indicate abnormal activity or intrusion attempts

X

X

X

Send Alerts to a Supplier central monitoring facility.

X

X

X

Monitor all Checkpoint NIDS/NIPS devices from the central logging System, and provide appropriate response to Alerts based upon mutually agreed procedures as defined in the Service Management & Governance Manual.

X

X

X

Review NIPS Systems logs and provide appropriate response to messages including, but not limited to, Alerts and access denial messages based upon mutually agreed procedures as defined in the Service Management & Governance Manual.

X

X

X

As needed or as directed by LS&CO., install known high-risk updates as defined by Checkpoint NIDS and NIPS to the IDS-protection Software as they are approved.

X

X

X

Upon detection of an intrusion Alert, take immediate steps to notify the Information Security Services at LS&Co.:

X

X

X

Assess the scope of damage.

X

X

X

Arrest the spread and progressive damage from the intrusion.

X

X

X

Restore the environment to an operational state.

X

X

X

In the event of corruption or data loss, restore data from the last available backup with prior consultation with and approval from LS&Co.

X

X

X

Provide Alerts to LS&Co. relative to current intrusion threats either specific to LS&Co.’s Environment, encountered in Supplier’ Environment, or based upon industry information

X

X

X

Upgrade and change the Intrusion Detection/Prevention Systems as required by Third-Party Suppliers or as agreed in LS&Co. Technical Architecture and Product Standards.

X

X

X

Evaluate technology improvements for Intrusion Detection Protection/Prevention and bring forth those improvements to LS&Co. for consideration.

X

X

X

Will ensure IDS/IPS signature updates are being updated [****]*. Supplier will monitor IDS/IPS activity, analyze potential threats and will open incident tickets for corrective measures as needed.

X

X

X

Procurement and or Renewal of NIDS/NIPS Solution licenses.

X

X

X

Web Content Filtering Solution Management

Supplier understands that complete administration and management of proxy and web content filtering solution with the current Supplier are in-scope. The following are the activities:

Configure and manage user content policies as per LS&Co.’s security policies

X

X

X

Assess & define reporting for utilization

X

X

X

LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

Assess, define and report alerting for policy violations and thresholds to LS&Co.’ stakeholders

X

X

X

Alerting on web, HTTPS Vulnerabilities

X

X

X

Analyze potential threats for incidents and escalate for detailed investigation

X

X

X

Supplier will ensure web content filtering updates are being updated on a daily basis. Supplier will receive requests for web content access and/or blocking, will assess the risk and business need and will manage changes to the Web Content filtering system. The SLA for filter changes is <3 business days. Supplier will initiate an annual review of approved and blocked content categories.

X

X

X

Procurement and or Renewal of Web Content Filtering Solution licenses.

X

X

X

Remote Access Solution Management

Supplier will manage LS& Co’ currently deployed Remote Access Solution (VPN)—for employees and the Site to Site VPN for Suppliers to provide secure access to mobile users as well as third parties, partners and contractors as per your security policy and on a need-to-know basis. Supplier’s managed Remote Access services include:

Performing on-going administration, management and monitoring of VPN devices.

X

X

X

Creating users, groups, authentication servers and assigning security policies as per need-to-know basis.

X

X

X

Resolution and or guidance for remote user access related issues.

X

X

X

Monitor, troubleshoot and resolve any technical, performance and availability issues.

X

X

X

Change management, ensuring changes are authorized and auditable.

X

X

X

Reporting—ensuring reports on availability and effectiveness are made available to LS&Co. at an agreed schedule.

X

X

X

[****]* VPN concentrators providing Remote Access capability for employees and suppliers. There are [****]* incidents each month and [****]* changes. The VPN systems also have a management console that must be maintained. VPN Systems will be brought up to current release level each year. Supplier will create and deploy and modify VPN profiles based on user requirements ([****] * business days). Supplier will monitor for compliance issues and will manage remediation of compliance issues.

X

X

X

Supplier will manage the process to assign, install and revoke certificates for Remote Access users. New certificates will be created and delivered within [****]* business days. Supplier will monitor for upcoming revocation of certificates and will make necessary communications and changes to avoid disruption of service. Supplier will ensure certificates are revoked as they are no longer needed.

X

X

X

Procurement and or Renewal of VPN hardware / software support and user licenses, including renewal of remote user certificates is out of scope, except renewal of certificate lease

X

X

X

Store Wireless Alerts

LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

Supplier will ensure store wireless alert signature updates are being updated on a daily basis. Supplier will monitor alert activity for store LAN and wireless events and will open incident tickets for corrective measures as needed.

X

X

X

Intrusion Alerts from [****]* at the stores will be monitored and reviewed by the supplier

X

X

X

Procurement of WAP devices including troubleshooting Wireless LAN issues at the stores is out of scope for the security team

X

X

X

Security Incident Event Management and Reporting

Supplier will manage LS&Co.’s currently deployed [****]* Solution. The supplier responsibilities will include:

[****] * Correlation policy Configuration (including rule-base addition / modification / deletion)

X

X

X

Defining custom Correlation rules Integration or Deletion of new or existing log sources.

X

X

X

Integration or Deletion of new or existing log sources.

X

X

X

Escalate incidents to CSIRT teams and support the investigations

X

X

X

Analyze false positive and provide suggestions to modify/delete the correlation rules.

X

X

X

Incident Management and Closure

X

X

X

Supplier coordination for latest patch release, bug fix and hardware fix

X

X

X

Botnet Alerting

Supplier will ensure botnet signature updates are being updated [****]* basis. Supplier will monitor botnet activity and will open incident tickets for corrective measures as needed

X

X

X

Procurement of SIEM software and its Supplier services is out of scope for Supplier

X

X

X

Identity and Access Management

[****]* Identity Management Administration Supplier’s services for Identity Management Steady State support will include:

ITIM Operations Support Activities

To provide L1 & L2 support for in-scope ITIM components & work with end users as necessary to resolve problems

X

X

X

Support for [****]* Single Sign On product

X

X

X

Quarterly role reviews, entitlement reviews and SOD reviews

X

X

X

Supplier will provide L1, L2 support for identity management and SSO (Single Sign-On) and will work with end users as necessary to resolve problems.

X

X

X

Supplier will monitor for process and transaction failures and take necessary corrective action(s).

X

X

X

Supplier will monitor and manage compliance issues and alerts and escalate any unresolved compliance issues.

X

X

X

Supplier will conduct testing, change management and documentation services for ID management and SSO (single Sign-On) system changes and maintenance activities

X

X

X

Supplier will provide control evidence for audit purposes include creation and distribution of reports concerning ID compliance (orphan reports, inactivity reports, compliance reports, etc.). Generate and publish scheduled reports and be the primary contact for downstream consumers of identity related information (e.g. Net ID, EMP ID, Email etc.)

X

X

X

Supplier will manage changes through Change Process.

X

X

X

Supplier will conduct annual SOD reviews.

X

X

X

Supplier will manage on-going KPI (Key Performance Indicators) in the areas of system availability, compliance and operational effectiveness.

X

X

X

Supplier will provide role, policy, services (e.g. Unix, SQL AD, workflow and activity management administrative and problem resolution services for identity management platforms.

X

X

X

LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

Supplier will be primary contact for all L2 activities for the SSO federation partners and work directly with customers and SSO federation partners in troubleshooting federation and SSO related issues.

X

X

X

Supplier will be the primary IT security contact for helping to resolve L2 SSO related issues not related to the core SSO infrastructure (e.g. browser, desktop and network issues).

X

X

X

Resolution of incidents related to in-scope ITIM components

X

X

X

Problem management for critical and frequently repeated incidents

X

X

X

Patch Management

X

X

X

Administrative configuration changes (existing

X

X

X

Workflows, user defined fields, Group & Group Administration, ITIM Rules, ITIM Policies, Process Definitions, Adaptors)

Log monitoring & Proactive monitoring/support for ITIM components

X

X

X

Monitor & resolve process and transaction failures

X

X

X

Monitor and manage compliance issues and alerts and escalate any unresolved compliance issues

X

X

X

Trouble shooting & escalation

X

X

X

Accommodate minor workflow, scripting and cosmetic changes in the existing code base,

X

X

X

Review of console logs (i.e. provisioning failures)

X

X

X

Configuration and release management

X

X

X

Rebuild / Recovery support

X

X

X

Troubleshooting of any incident tickets escalated from L2 Support team

X

X

X

Manage on-going KPI (Key Performance Indicators) in the areas of system availability, compliance and operational effectiveness

X

X

X

Provide role, policy, services, workflow and activity management administrative and problem resolution services for in scope identity management platform (ITIM components)

X

X

X

Installation of patches and hot-fixes received from IBM and performing PIV

X

X

X

Incident handling and liaison with product Supplier; escalation to product Supplier (IBM Support) and coordination as needed

X

X

X

Performing PIV tests of IDM components for supporting the third party re-installation/ re-build activities

X

X

X

In case of any change in the product space, the same needs to be carried out thru a Change-Request process.

X

X

X

Application support not related to Identity Management

X

X

X

New application integration to the ITIM infrastructure

X

X

X

L3 activities fall under the development realm and is not considered L1 and L2 activities as per Supplier

X

X

X

Application Security and Software Assurance

Infrastructure Vulnerability Scans:

X

X

X

The Supplier will manage the process to conduct [****]* vulnerability scans on the inside and outside of the network. All Internet touch points will be scanned. All devices on the internal network will be scanned. Supplier will open and track tickets for high and medium risk vulnerabilities. Supplier will ensure the PCI report is filed [****]*. Supplier will ensure all portions of the network are scanned. Supplier should plan on [****]* vulnerability tickets each month Supplier will conduct ad-hoc scans as required and create ad-hoc scan reports as required, estimated to be no more than [****]* each month.

Web Application Scans:

The Supplier’s responsibilities to provide Application Security Services will include:

The Ecommerce team at LS&Co. produces [****]* major releases [****]* minor releases every [****]* and these are production code changes. Supplier LLC Application Security will perform Application Security Vulnerability scans by leveraging the [****]* tool at LS&Co.

X

X

X

LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 8

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

The [****]* will be used as a standard template for all scanning and reporting requirements by default. The Supplier Application Security team will work with the Ecommerce team to develop specific scan templates within the [****]* tool as recommended by LS&Co. as needed.

X

X

X

Supplier Enterprise Security team will co-ordinate mitigation of any gaps identified within the scan reports. Supplier to follow the SLA defined and agreed for Web application scan reports

X

X

X

Procurement and or Renewal of [****]* or any VA/Application Scanning tool

X

X

X

Data Security Services

Certificate Management:

The Supplier’s responsibilities to provide Data Security Services will include:

Maintenance of the complete Certificate Management Service infrastructure (including Certificate Management applications, databases, policies, configuration, software updates and any other technical component) as defined in the Operations Manual.

X

X

X

Procurement and or Renewal of PKI certificates and its Licenses.

X

X

X

Symantec Server Security Configuration Monitoring

Install, update, operate, and maintain server security configuration monitoring system and co-ordinate with appropriate teams to ensure all endpoints used to deliver or support the services are in currency

X

X

X

Checking that policy definitions and scan engines are at latest levels on all endpoints in-scope

X

X

X

Monitoring server security configuration monitoring system subsystem server resources – CPU and Memory

X

X

X

Raising alerts to Server Teams in case of high resource utilization and following Problem/Incident management path

X

X

X

Add, modify and remove policies for server security configuration monitoring system.

X

X

X

Deployment of agents for security configuration monitoring system

X

X

X

Open and manage incidents as needed to eliminate security configuration monitoring system compliance issues

X

X

X

Notifications to desk side Team for non-updated endpoint clients

X

X

X

System changes are documented and validated using standard system change tools procedures. Create monthly reports

X

X

X

Procurement of [****]* Licenses

X

X

X

LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 9

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Volumetric:

Element	Due Diligence Metrics
SIEM	[****]* Tickets/Month
Certificates	[****]* Certificates
Access Points	[****]*
Anti-Virus	[****]* Tickets/Month
IDAM (ITIM)	[****]* users & [****]* Tickets/Month (Post DD Volumetric)
Web Filtering	[****]* Tickets Annually
Two Factor Authentication	[****]* Tickets Annually
Wireless Controllers	[****]*
F5 Load Balancers	[****]* Devices
Websense	[****]* Proxy’s
VPN	[****]* Tickets/Month
Firewalls	[****]* Checkpoint Firewalls [****]* being replaced, [****]* being replaced. End of [****]*, all firewalls upgraded to [****]*.
[****]*	[****]* is used for scanning both inside and outside traffic. It is also used by Ecommerce team for scanning its monthly releases

1. PROJECT POOL HOURS PROJECTS

Project Pool Hours Projects are Projects greater than 40 hours in duration that are performed by the Project Pool Staff. Project Pool Hours Projects may also include Projects of equal to or less than 40 hours in duration that exceed the Steady State Cap.

These will be further sub-divided into

a) Security related infrastructure led projects

Supplier will provide the infrastructure Project Pool hours to LS&Co. each year for a 5 year period, based on the Project forecasts provided by LS&Co. Currently this pool constitutes of 1,000 hours per year for Security Services,

Service Provider will initially allocate resources to the Project Pool Staff in accordance with the hours per Skillset Category as agreed below. Any skillset required outside of the Skillset Categories will be made available to LS&Co. outside of the Project Pool, in accordance with the rate card submitted.

Currently the pool is planned to have following resources

[****]* – Infrastructure Security Services – India

[****]* – Infrastructure Security Services – Brussels

[****]* – Infrastructure Security Services – Singapore

b) Application -led projects

This pool is to meet with customers/application teams to identify requirements, sizing, and costing of new and changes to existing environments.

2. MAJOR PROJECTS

Major Projects are Projects that do not meet the conditions for the Steady State Projects or the Project Pool Hours Projects. Major Projects are not included in the Base Charges. For each Major Project requested by LS&Co., Supplier will prepare a proposal based on the requirements and scope of work defined by LS&Co. and will include an estimate of the charges for such Major Project. The Parties will enter into a separate Work Order with respect to any Major Project approved by LS&Co.

LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 10

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Reporting:

Meetings Among other meetings, Supplier will have an Information Security representative at:

• The daily Operations Meeting to represent Information Security issues.

• Change Control

• The Weekly Information Security Team meeting.

Among other meetings, Supplier will conduct the following meetings

• Monthly patch review meeting

• Monthly Supplier Service Review Meeting (showing SLA adherence

• Weekly Information Security/Issues meeting

Administrative:

Supplier will conduct the following activities:

• Ensure all Information Security devices will be maintained within the asset management database

• Conduct a monthly service review for GIS presenting, among other things, SLA adherence, and hours expended by function, tickets by function

• Maintain an SLA which will enumerate the work that was completed “out of process”. There will be an upper limit placed on this (3%) and it will be presented along with other SLAs

• Produce a daily report of open Information Security Issues

• Produce a monthly report with key metrics specified by GIS

• Produce a weekly report indicating patch gap status for Servers, PCs and POS by region and risk level

• Represent GIS in operational escalation calls

Transition:

The following activities will be performed during this phase of Transition Services:

• Supplier will develop the Knowledge Transfer Process Document

• Supplier will create a Risk Mitigation Plan and present to Client for review and approval

• Supplier will collect measurements for defined SLAs for Services performed by Client staff

• Supplier will prepare checklists for tasks and procedures as part of Run Book documentation

• Supplier will develop and conduct training of Contractor staff of Client technologies for in-scope Services and related support tools and processes

• Supplier will submit Run Book and SLA for review and acceptance by Client. Run Book contains Services Operating Procedures, Hours of Service Operation, Maintenance Windows and Planned Downtimes, Environment Overview, and Day-to-Day Processes

• Client will send notification to Contractor for acceptance of completing transition and agreement to begin Steady State operations

LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 11

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 2

DESCRIPTION OF SERVICES

ATTACHMENT 2.3.7

DESCRIPTION OF SERVICES – INFORMATION TECHNOLOGY SERVICES

IT APPLICATIONS

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

1. INTRODUCTION

Purpose: This Exhibit describes the Services to be performed for LS&Co. by Supplier pursuant to the Agreement.

References: References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto. Definitions: As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

The Services to be provided by Supplier to LSA, LSE, & AMA under this Agreement are categorized into the following Processes:

• Application Support and Maintenance

Without limiting Section 3 of the Agreement, the Services include (a) the services, functions and responsibilities described in this Attachment; and (b) the services, functions and responsibilities identified in the roles and responsibilities matrices contained within this Attachment for which Supplier is responsible (i.e., those Services which have an “Ö” in the column labeled Supplier).

2. SERVICE DESCRIPTION

The following sections in this Exhibit describe the Services that Supplier will carry out that relate to the Applications.

2.1 INCIDENT AND SERVICE REQUEST MANAGEMENT

Supplier will, in accordance with LS&Co.’s Incident management process, perform the following activities for managing incidents and service requests:

2.1.1 Log, by opening a Ticket for Incidents and Service Requests identified by Supplier, track and report all Incidents and all Service Requests including Tickets opened by Users.

2.1.2 Respond to LS&Co. (including responding directly to an applicable LS&Co. group and Users) to all reported Incidents and Service Requests in accordance with the Incident Management Process.

2.1.3 Resolve all Tickets using LS&Co.’s designated Service Desk toolset (or a LS&Co-approved interface to that toolset), taking into account knowledge of technologies and LS&Co.’s business processes, including global and regional business process models.

2.1.4 Manage and resolve all Application related defects, failures and User-reported problems logged via a Ticket.

2.1.5 Communicate resolution to applicable Users based LS&Co.’s incident management policies.

2.1.6 For Tickets that require an elective enhancement, direct the User to the appropriate elective enhancement intake process and close the Ticket (noting redirection to the intake process).

2.1.7 Complete security configuration requests logged via a Ticket in accordance with LS&Co.’s security control model and security control process.

2.1.8 For each Ticket, Supplier will be responsible for resolving the Ticket, escalating issues that require action or approval by LS&Co. in accordance with LS&Co.’s policies. Supplier will follow resolution of escalated issues to closure.

2.1.9 For Priority Level 1 (i.e., “critical Tickets”) and Priority Level 2 (i.e., “high priority Tickets”), Supplier will:

(1) Respond to paging from Service Desk.

(2) Communicate ongoing issues and updates to the User community.

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

(3) When an issue is classified as a “Major Incident”, follow LS&Co.’s designated major incident process.

2.2 PROBLEM MANAGEMENT

Supplier will, in accordance with LS&Co.’s Problem management process, perform the following activities for managing problems:

2.2.1 Identify and log Known Errors and Problems.

2.2.2 Maintain a Known Error Database and problem log.

2.2.3 Perform Problem identification and resolution, including:

(i) Analyze all Incident-related Tickets for major Incidents or repeat Incidents to identify Problems and Known Errors.

(ii) Investigate and communicate root cause, work-around or process improvement plans to business owners, internal customers Users.

(iii) Document Problems and lessons learned for future improvement, recommend process improvements (update Known Error Database, frequently asked questions and standard operating procedures accessible to Service Desk and Users as a quick reference) and implement agreed improvements.

(iv) Develop and apply database, Application code, configuration or operational modifications to correct Problems with short term and permanent fixes, and, as applicable, work with LS&Co. Third Party Contractors.

(v) Coordinate corrections with other production and Application development activities through LS&Co.’s change management and release management processes, including impact analysis.

(vi) Work closely with appropriate LS&Co. personnel to ensure appropriate progress reporting and effective production problem resolution.

2.2.4 Identify opportunities for Incidents to be resolved at first level Incident management, and recommend changes for Service Desk. After approval by LS&Co, train Service Desk on recommended changes.

2.3 MONITORING

2.3.1 Ensure that Applications are available for use by LS&Co.

2.3.2 Monitoring Applications

Supplier shall perform the following activities as part of Application Monitoring:

(i) Ensure that the existing solution for monitoring of applications via LS&Co.’s monitoring tool are working as expected along with automated alert mechanism.

For the applications where automated alerts are not available, Supplier will plan and prioritize the implementation of a monitoring system based on the necessity of the implementation and criticality of application to LS&Co.

(ii) Respond to automated paging from system support tools.

(iii) Daily exception reports and queues required for maintaining the technical integrity of the system.

(iv) Alerts and pages from LS&Co. Systems to identify Incidents.

(v) Monitor interactive and LS&Co.’s batch performance related to the Applications to identify Incidents (e.g., schedule job balancing, production output, freeze periods, scheduling, as-of-build programs, inter-company sweeps) for completion and correctness, and monitor exception logs.

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

(vi) Monitor reports, distribution of reports, reporting tools related to the Applications to identify Incidents.

(vii) Monitor and resolve all issues with data synchronization services (i.e., monitor the replication of data between production servers and reporting servers), including working with third parties.

2.3.3 Provide monthly analysis of LS&Co. batch schedule to ensure effective LS&Co. batch processing and make recommendations for changes to meet performance requirements

2.3.4 Schedule jobs in accordance with LS&Co.’s business and technical requirements

2.3.5 Monitor LS&Co.’s alert systems (e.g., LS&Co. batch and control-message brokers) and provide recommendations to LS&Co. to support the Application Maintenance Services.

2.3.6 Maintain documentation related to operations and production support.

2.3.7 Support LS&Co. to adapt operational processes and procedures for regions designated by LS&Co.

2.4 PATCH MANAGEMENT

Supplier shall:

2.4.1 Assist LS&Co. to design a Patch strategy, including defining Patch templates for the process (e.g., name of Patch, business process impact, files and streams impacted).

2.4.2 Identify and report to LS&Co. all applicable Patches in accordance with LS&Co.’s Patch and upgrade strategy.

2.4.3 Using LS&Co.’s designated Patch strategy and templates, recommend to LS&Co. which Patches should be applied.

2.4.4 Provide LS&Co. with an impact analysis on LS&Co. systems and resources (including scoping, estimation and requirements definition) for each recommended Patch and any additional Patches designated by LS&Co. to be implemented.

2.4.5 Implement each Patch approved by LS&Co. after LS&Co.’s review of the impact analysis within timeframes designated by LS&Co.

2.4.6 Implement roll-back procedure if the implementation of the Patch was not successful.

2.4.7 Correct Application errors and invalid data caused by Patch implementation.

2.4.8 Update user, system, operations and Service Desk documentation to reflect changes caused by implementation of the Patch.

2.4.9 Create and provide a summary of business-related changes caused by implementation of Patches to LS&Co.

2.4.10 Assist LS&Co.’s user acceptance testing process from start to finish for each implemented Patch.

2.4.11 Rectify any other problems that may occur associated with the implementation of the Patch (i.e., “fix when broken”), including taking appropriate action necessary to restore Applications and coordinating with LS&Co. to restart or amend production schedules.

2.5 CHANGES / ENHANCEMENTS

2.5.1 The capacity for Changes / Enhancement work included in the Services are set forth against each application group in Section 5 – In scope applications and Interfaces

2.5.2 The enhancements will cover the following types of work—

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

i. Configuration, system, data or code changes required to satisfy new business or technical requirements; extensions of existing functionality and standard COTS functionality to new or existing entities, including cross-functional and multi-Application impacted changes

2.5.3 Supplier will perform the below activities in accordance with LS&Co.’s processes on Changes/Enhancements:

(i) Process Change Requests that are initiated by Authorized Users for Enhancements in accordance with the change request management process.

(ii) Understand requirements, gather documents and conduct application analysis and technical design

(iii) Develop and test the enhancements

(iv) Submit the test results for approval prior to submitting the enhancement to the change management procedures

(v) Develop a schedule and test plan for LS&Co. approval

(vi) Migrate enhancements to production using the normal release management and change management procedures

(vii) Update all documentation on the applications for changes made with any enhancement

2.6 CONTINUOUS SERVICE IMPROVEMENT

2.6.1 Supplier shall deliver Continual Service Improvement in the standard of performance of the Services. All Continual Service Improvement Program related activities or projects shall be fully documented in a register maintained by Supplier of all Continuous Service Improvement Program initiatives identified during the Term of this Agreement.

2.6.2 The governance of Continual Service Improvement Program shall be in compliance with Governance.

(1) Quality Reviews: The scope of the Quality Reviews would include review of the Continual Service Improvement Program. These reviews are to be conducted along with the Quarterly Business Review Board’s meeting every quarter. The metrics to measure the continuous improvements will be agreed upon by both parties at the end of stabilization phase.

2.6.3 Supplier shall ensure that quality tools shall be used for all analysis undertaken for driving improvements and measuring results, including Fishbone Diagram, C&E Matrix, PDCA, FMEA, Normality Test, CRT Tree, 1 Sample T, Correlation, Simple Linear Regression.

2.6.4 In addition to the detailed documentation of the analysis, Supplier shall further represent the outcome in the form of tables or graphs with clear trends, targets and thresholds.

2.7 RELEASE AND DEPLOYMENT MANAGEMENT

2.7.1 Release and Deployment Management includes the planning, scheduling and controlling of the movement of Releases to test and live environments. Changes are bundled, tested and signed off prior to deployment. Changes are tracked through the Configuration Management Database with pre- and post-audit of the relevant Release. All processes are to conform to ITIL definitions.

2.7.2 Supplier is required to contribute to the Release and deployment by ensuring it is able to support the released Supported Applications and Releases once they enter the production environment. For Releases developed by Supplier as part of Application Support and Maintenance, Supplier will be required to actively release and test these.

2.7.3 The goal of Release and Deployment Management is to ensure that all technical and non-technical aspects of a Release are dealt with in a coordinated approach.

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

2.8 PROCESS MANAGEMENT, STANDARDIZATION AND POLICIES AND PROCEDURES MANUAL

2.8.1 Supplier will develop and follow specific procedures during the Term, which are to be set out in the Operations Manual. This Section sets out the requirements for the Operations Manual and the process by which the Operations Manual will be finalized.

2.8.2 The Operations Manual will describe:

1) How Supplier will perform and deliver the Services under this Agreement;

2) The equipment and software being used, details of the manner of record-keeping proposed to be implemented, and the documentation, (for example, operations manuals, user guides, specifications) which provide further details of such activities;

3) The activities Supplier proposes to undertake in order to provide the Services, including those directions, supervision, monitoring, staffing, reporting, planning and oversight activities normally undertaken at facilities that provide services of the type Supplier will provide under this Agreement;

4) To the extent not covered in this Agreement, procedures for interaction and communications between Supplier and LS&Co., covering topics such as call lists, software distribution, implementation change, problem management and escalation procedures, project priority and approval procedures, acceptance testing, quality assurance procedures and user surveys;

5) The time periods that applies for the purposes of the above; and

6) The procedures for interaction, communication and control of third parties in order to deliver the service management function (for example Incident Management, Problem Management).

2.8.3 The Operations Manual will include checkpoint reviews, testing, acceptance, and other procedures for LS&Co. to be assured of the quality of Supplier’s performance.

2.8.4 The creation, review and finalization of the Program Procedure Manual will be completed within 3 months of steady state support.

2.8.5 Until such time as the Operations Manual is approved by LS&Co., Supplier will perform the Services in accordance with the policies and procedures as established and existing between the Parties at the Effective Date.

2.8.6 Supplier will continually and at a minimum once each calendar Quarter, review and update the Operations Manual to reflect changes in the operations or procedures described in that manual. Updates of the Operations Manual will be provided to LS&Co. for review, comment and approval.

2.9 SYSTEM PERFORMANCE – AVAILABILITY AND CAPACITY MANAGEMENT

2.9.1 Supplier shall leverage LS&Co.’s existing tool set for application monitoring and bring in their tools and best practices based upon the feasibility and compatibility

2.9.2 Supplier shall monitor the Services and report on all key elements of Availability that are obtainable from the Availability Management systems.

2.9.3 Supplier shall analyze and maintain Availability metrics (as part of monthly reporting) to proactively predict expected levels of Availability and report anticipated breaches of defined LS&Co. targets using the current tools and the process at LS&Co.

2.9.4 Supplier shall understand the business requirements (the required Service Delivery), the organization’s operation (the current Service Delivery) and the IT Infrastructure (the means of Service Delivery) and ensure that all the current and future Capacity and performance aspects of the business requirements are provided cost-effectively.

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

2.10 DEMAND MANAGEMENT – APPLICATION ENHANCEMENTS

2.10.1 Supplier shall perform enhancements in accordance with the enhancement threshold effort designated for each application group as listed in Section 5—In Scope Applications and Interfaces.

2.10.2 The threshold defined for an application group needs to be consumed in a month and cannot be carried forward.

2.10.3 On a quarterly basis, the threshold enhancement effort for each application group will be discussed, finalized, and flexed as feasible between the application groups per agreement between both parties based upon business requirements. On a monthly basis, Supplier will make every attempt on a best effort basis by tapping into resources based on availability to flex between application groups to accommodate enhancement needs.

2.10.4 Any effort exceeding the overall threshold that could not be flexed between application groups needs to be budgeted separately under Application Project scope.

2.11 DOCUMENTATION – KNOWLEDGE MANAGEMENT

2.11.1 All functional and technical knowledge captured during transition shall be documented in System Maintenance Technical Document (SMTD) and all processes will be documented in Execution Process Document (EPD).

2.11.2 All new and existing documents will be stored in a centralized Repository.

2.11.3 Supplier shall populate the Service Desk’s KEDB tool to improve the First Contact Resolution Rate of the Service Desk.

2.12 SECURITY AND ACCOUNT MANAGEMENT

2.12.1 Supplier will perform all activities associated with the set-up and support of Users and User administration in accordance with LS&Co.’s security model for each applicable LS&Co. region. Requests for User access shall not be processed until LS&Co. has approved such access (e.g., in accordance with LS&Co.’s designated security models).

2.12.2 Upon receipt of an approved request from LS&Co. to add an User to access an Application, or to delete or change the security access profile of an existing user for an Application, Supplier will:

(1) Run such request through LS&Co.’s user access tool

(2) If permitted by LS&Co.’s user access tool, implement such request.

(3) If not permitted by LS&Co.’s User access tool, escalate such request to LS&Co. and work with LS&Co. to resolve a variance.

(4) If the variance is granted by LS&Co, implement such request in accordance with such variance.

2.12.3 Supplier will configure and administer User access groups (as defined in LS&Co.’s designated security models) and other foundation data setup required to grant access. Supplier will escalate any access groups outside LS&Co.’s security model for review and approval by LS&Co.

2.12.4 Supplier will perform routine User maintenance as designated by LS&Co. and in accordance with LS&Co.’s information protection policies, which includes evaluating inactive Users, terminating User accounts, and providing User count by LS&Co. business unit.

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

2.13 TESTING AND QUALITY ASSURANCE

2.13.1 Supplier will recommend the type of testing required for each enhancement during the requirement gathering phase of any enhancements and seek approval on testing requirement for each enhancement.

2.13.2 Based upon the type of testing required, Supplier will create test plan and test cases and assets

2.13.3 Provide quality products and services that meet Supplier’s obligations

2.14 SERVICE COVERAGE

2.14.1 24X7 service coverage will be provided to all in-scope applications and interfaces.

2.14.2 Supplier will provide 8X7 manned support for Workday interfaces with flexibility in shifts to enable adequate manned coverage in LS&Co. business hours, along with on-call support for P1 and P2 incidents outside the coverage of manned support

2.14.3

3. APPLICATION SUPPORT AND MAINTENANCE

Supplier will be responsible for performing activities related to Application Support and Maintenance of all In-scope Applications and Interfaces as set forth in the Section 5 to Exhibit 2.3A.

Ref. ID	Principal Activities	Responsibility
		Supplier	LS&Co.
AMS.1	APPLICATION SUPPORT & MAINTENANCE
AMS.1.1	Application Support (Sub Function)
AMS.1.1.1	LS&Co. End-user request tickets to be created via Service Desk		Ö
AMS.1.1.2	Maintain Ticket status for in-scope Applications and Services	Ö
AMS.1.1.3	Validate all Ticket information and correct such information with end user/ Services Desk	Ö
AMS.1.1.4	Reassigning tickets in accordance with LS&Co. policies and procedures in the event the ticket is not related to an application / Interface in scope of Supplier	Ö
AMS.1.1.5	Provide analysis on customer assistance and break-fix tickets to recommend improvements	Ö
AMS.1.1.6	Develop work effort planning estimate for resolution/completion of Tickets and communicate such estimate to LS&Co. via e-mail or other electronic means	Ö
AMS.1.1.7	Acknowledge and Resolve all in-scope Tickets	Ö
AMS.1.1.8	Coordinate, facilitate, own and drive the resolution of Tickets associated with the maintenance of in-scope Applications Services and Interfaces	Ö
AMS.1.1.9	Act as a single point of contact for the maintenance of in-scope Applications, Services and Interfaces	Ö
AMS.1.1.10	Release manage Tickets and communicate to LS&Co. for review and approval	Ö
AMS.1.1.11	Provide end users with proper training on application functionality, application usage expected job functions for in-scope Applications		Ö

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Ref. ID	Principal Activities	Responsibility
		Supplier	LS&Co.
AMS.1.1.12	Provide previously trained end users with support and guidance, regarding the proper use and functionality of in-scope Applications	Ö
AMS.1.1.13	Revise the required process and technical documents related to any change done by Supplier in the in-scope Applications and Interfaces including but not limited to the following—Functional/Technical specs, Configuration Document, End User Process Manual, User Work Guides and End user training documents. In case there is no existing documentation, creation of the document will be limited to the change implemented by Supplier	Ö
AMS.1.1.14	Manage Supplier Staff providing in-scope Application maintenance so holidays, vacation or sick time do not degrade Supplier’s ability to meet applicable Service Levels	Ö
AMS.1.1.15	Prepare the reports listed in Exhibit 6—reports and otherwise provided for in the Agreement	Ö
AMS.1.1.16	Complete training/certification for Supplier Staff as needed in compliance with the requirements of the Master Services Agreement	Ö
AMS.1.1.17	The below is applicable only when an LS&Co. Third Party Contractor needs to be engaged: For all in scope applications and interfaces, Supplier will take ownership of tickets and coordinate with LS&Co. Third Party Contractors to resolve tickets and identify and document the root cause analysis. Supplier will act as a single point of contact on the ticket during the resolution process to any external stakeholder in LS&Co. (Ex: Business) and drive any communication on the ticket status/progress/Root cause within LS&Co. for the in scope applications and interfaces. Any escalation to LS&Co. in case of non-co-operation from LS&Co. Third Party Contractors will follow the escalation process laid out in the Process Manual as identified during transition period.	Ö
AMS.1.1.18	Supplier will provide assistance to the LS&Co. Third Party Contractor for any interface incidents having dependency on the applications in scope of Supplier	Ö
AMS.1.1.19	Management of escalation raised by Supplier on LS&Co. Third Party Contractor		Ö
AMS.1.1.20	Maintain the list of applications and interfaces in scope of Supplier in the CMDB in ServiceNow tool.	Ö
AMS.1.1.21	Maintain in-scope Applications and administration roles and responsibilities in accordance with the Governance Procedures	Ö
AMS.1.1.22	Attend regular status meetings as set forth in Exhibit 5 (Governance) and as otherwise required by LS&Co	Ö
AMS.1.1.23	Provide assistance, cooperation and documentation to LS&Co. Third Party Contractors if requested by LS&Co, for the work related to in-scope Applications.	Ö

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 8

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Ref. ID	Principal Activities	Responsibility
		Supplier	LS&Co.
AMS.1.1.24	Notify LS&Co. Third Party Contractors of potential maintenance/support/enhancement projects if requested by LS&Co.	Ö
AMS.1.1.25	Maintain log of requested changes for future maintenance release for in-scope Applications	Ö
AMS.1.1.26	Trouble shoot and resolve tickets related to in-scope interfaces in Section 4	Ö
AMS.1.2	Application Maintenance (Sub Function)
AMS.1.2.1	Develop / resolve in-scope Application code or operational modifications as it relates to identified errors to correct problems where required	Ö
AMS.1.2.2	Report Problems by opening a Ticket in accordance with LS&Co.’ Problem management process	Ö
AMS.1.2.3	Manage, resolve and escalate reported Problems for the in-scope Applications and databases	Ö
AMS.1.2.4	Perform Root Cause Analysis for Business Outage Tickets in Priority 1 and Priority 2 in form of problem management. Root cause analysis will be done for other tickets including Priority 3 on a need basis as part of continuous improvement process	Ö
AMS.1.2.5	Analyze, design, build, test and deploy planned releases to in-scope Applications and/or system enhancements in a defined process	Ö
AMS.1.2.6	Update user, system, and operations documentation as necessary	Ö
AMS.1.2.7	Providing workarounds as a short-term, quick fix where possible to avoid work stoppage and continue normal business operations	Ö
AMS.1.2.8	Prevent production abnormal terminations for in-scope Application	Ö
AMS.1.2.9	For any Data reconciliation / integrity issues, Supplier will own identification and resolution of the issue. Supplier will provide technical support to trouble shoot issues. Supplier will support LS&Co. business by providing data and reports needed for isolation of the issue.	Ö
	LS&Co. Business will analyze the data and reports to isolate the transaction / master data that caused the issue. If during this analysis, it is apparent that issue is a technical issue, Supplier will own identification of the root cause and fix the issue.
	Once the root cause of the issue is identified, Supplier will analyze if data discrepancy / reconciliation issue can be fixed using an existing business application.
	If issue can be fixed via business application, Supplier will jointly work with the Business users and will make the recommendation to LS&Co. LS&Co. will review the practical feasibility of the recommendation and will approve such recommendation. LS&Co. business users will fix the data in this case on approval. If issue cannot be fixed using a business application or if LS&Co. does not approve the recommendation of Supplier as stated above due to feasibility considerations, then Supplier will fix the data programmatically using the Change Management process with guidance from LS&Co. business users.

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 9

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Ref. ID	Principal Activities	Responsibility
		Supplier	LS&Co.
AMS.1.2.10	Review the recommended solution proposed by Supplier and provide the approval for implementation of data discrepancy/reconciliation issues.		Ö
AMS.1.2.11	Implement any break-fix identified for in-scope Applications/Interfaces through incident management and proactive monitoring. This includes taking appropriate action necessary to restore immediate service for in-scope applications to LS&Co., including coordination with LS&Co. Third Party Contractors as required. Identification of any long term fix needed to prevent the reoccurrence of the problem/incident will be taken up as part of Problem Management. Implementation of long term fix will be prioritized by Supplier and the same will not be part of the enhancement hours.	Ö
AMS.1.2.12	Analyze Incident-related Tickets for major Incidents or repeat Incidents to identify Problems and Known Errors	Ö
AMS.1.2.13	Coordinate corrections through LS&Co.’s change management and release management processes	Ö
AMS.1.2.14	Identify opportunities for incidents to be resolved at first level (Service Desk) and collaborate to with Service Desk	Ö
AMS.1.2.15	Provide access to Supplier’s personnel to tools, workstations, software & environments owned by LS&Co. and needed by Supplier for execution of services described in this agreement		Ö
AMS.1.3	Application Maintenance – Preventive
AMS.1.3.1	Identify in-scope Application performance tuning, code restructuring, and other efforts to improve the efficiency and reliability of programs and to minimize ongoing maintenance requirements where effort estimates fit the threshold of non-business enhancement effort	Ö
AMS.1.3.2	Propose enhancements to improve existing performance and take them through LS&Co.’s change management process. Implement enhancements once approved by LS&Co. Effort for implementing such enhancements will be considered within the enhancement hours bucket only if the enhancement proposed is due to a change or a new business requirement, process flow or expected outcome.	Ö
AMS.1.3.3	Assess opportunities to reduce (or avoid) costs associated with in-scope Application Maintenance Services	Ö
AMS.1.3.4	Provide estimates of the effort for preventive maintenance	Ö
AMS.1.3.5	Monitor and analyze Tickets to identify potential trends and Problems	Ö

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 10

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Ref. ID	Principal Activities	Responsibility
		Supplier	LS&Co.
AMS.1.3.6	Review and analyze system logs and other commonly available alert and take corrective action	Ö
AMS.1.3.7	Identify and assess software patches for in-scope Applications and notify LS&Co. as appropriate	Ö
AMS.1.3.8	Any identified and approved patches will be implemented by Supplier as part of regular Service Request within the monthly threshold volume and the hours will not be consumed against any bucket of enhancement hours irrespective of level of effort.	Ö
AMS.1.3.9	Review and approve preventative and patch Maintenance		Ö
AMS.1.3.10	Identify areas where preventive maintenance might be performed to improve in-scope Application efficiency, in terms of both the performance of the in-scope Application and any related maintenance effort	Ö
AMS.1.3.11	Supplier will be responsible for application monitoring and alerting either by leveraging tools that LS&Co. currently owns Or bring in their tools and best practices based upon the feasibility and compatibility	Ö
AMS.1.3.12	LS&Co. to assist Supplier in implementation of the Application Monitoring tools and alerts wherever necessary. Effort needed to implement any tool from Supplier will not be consumed against any enhancement bucket.		Ö
AMS.1.4	Maintenance—Production Control and Scheduling
AMS.1.4.1	Provide in-scope Application maintenance in support of the 24x7 (except during scheduled maintenance hours) production-processing schedule	Ö
AMS.1.4.2	Monitor and work with the LS&Co. to update production schedules for in-scope Applications	Ö
AMS.1.4.3	Update access and parameter tables contained within in-scope Applications where applicable	Ö
AMS.1.4.4	Coordinate with LS&Co. for scheduling jobs	Ö
AMS.1.4.5	Supplier will own the issues with respect to batch scheduling and monitoring for in scope applications. After restoring service from an unplanned outage, Supplier will insure that: •  all batch jobs are processed/cancelled per application needs •  Interface files are process per application needs •  Data is restored per application needs.	Ö
AMS.1.4.6	Assist LS&Co. with scheduling, black-out recovery, job balancing, and production output monitoring for completion and correctness, and monitoring exception logs	Ö
AMS.1.4.7	Review production output for correctness for in-scope Applications	Ö
AMS.1.4.8	Support production staffs to adapt operational processes and procedures	Ö

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 11

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Ref. ID	Principal Activities	Responsibility
		Supplier	LS&Co.
AMS.1.4.9	Inform Supplier of planned changes to LS&Co. Equipment, LS&Co. Software and LS&Co.’s network that could impact the in-scope Applications		Ö
AMS.1.4.10	Assist in forecasting network requirements and bandwidth / capacity for in-scope Applications		Ö
AMS.2	Application Enhancements
AMS.2.0	Unless otherwise instructed by LS&Co., Supplier shall perform the following for in scope applications and within the cumulative effort of enhancement threshold as present in Section 5 of this proposed description of Services. •  If Cumulative effort of Enhancement threshold agreed upon monthly budgeted effort exceeds the documented in Section 5, then it should be taken thru LS&Co. Application Project Work	Ö
AMS.2.1	Planning
AMS.2.1.1	Provide business requirements		Ö
AMS.2.1.2	Develop the functional and technical specifications	Ö
AMS. 2.1.3	Estimate effort required by Supplier to complete the enhancement. For any third party involvement, requirements/dependencies and due date would be passed on to them.	Ö
AMS.2.1.4	Develop high level design, functional and technical design as appropriate	Ö
AMS. 2.1.5	Prepare schedule for development, testing and release to production	Ö
AMS. 2.1.6	Review and approve key enhancement deliverables including but not limited the estimates proposed by Supplier for that enhancement		Ö
AMS.2.2	Build
AMS.2.2.1	Review & approve functional specifications and high level data specifications		Ö
AMS.2.2.2	Develop software using LS&Co. approved tools	Ö
AMS.2.2.3	Configure in-scope Applications	Ö
AMS.2.2.4	Construct software for in-scope Applications	Ö
AMS.2.2.5	Draft cut over plan, as necessary	Ö
AMS.2.2.6	Prepare back out / rollback plan	Ö
AMS.2.2.7	Develop data conversion plan, as required	Ö
AMS.2.2.8	Adhere to the information security requirements per LS&Co. Global Information Security Policy	Ö

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 12

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Ref. ID	Principal Activities	Responsibility
		Supplier	LS&Co.
AMS.2.2.9	Conform to LS&Co.’s Standards, including user interface, machine interface, and programming standards (for example, GUI, EDI and IP) for Application Maintenance	Ö
AMS.2.2.10	Provide necessary access and permission to Supplier for using the existing LS&Co. infrastructure for enhancements.		Ö
AMS.2.2.11	Provide software development licenses for enhancements		Ö
AMS.2.2.12	Provide access and continue using the existing source control tools at LS&Co		Ö
AMS.2.3	Testing
AMS.2.3.1	Develop Test Plans	Ö
AMS.2.3.2	Develop Unit Test cases	Ö
AMS.2.3.3	Develop Integration and System Testing Test cases whenever applicable	Ö
AMS.2.3.4	Review and approval of test plans and test cases		Ö
AMS.2.3.5	Execute test cases/scripts, with documented evidence (screen prints and/or reports)	Ö
AMS.2.3.6	Execute integration and system test cases when applicable (determined at the sole discretion of LS&Co.).	Ö
AMS.2.3.7	Execute Regression and Performance test cases when applicable (determined at the sole discretion of LS&Co.).	Ö
AMS.2.4	User Acceptance Testing
AMS.2.4.1	Provide test plans, test cases, and test scripts (created as part of Integration Testing) for user acceptance testing	Ö
AMS.2.4.2	Supplier will develop and document UAT test cases based on the Integration and System Testing test cases Any new test cases as required by Business and not covered as part of Integration and System test cases need to be identified by Business Users The primary ownership of UAT execution will lie with business All UAT test cases will be reviewed and approved by LS&Co.	Ö
AMS.2.4.3	Create test data required by LS&Co. to perform UAT		Ö
AMS.2.4.4	Assist the business of LS&Co. in execution of UAT test cases, as required	Ö
AMS.2.4.5	Execute UAT scripts		Ö

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 13

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Ref. ID	Principal Activities	Responsibility
		Supplier	LS&Co.
AMS.2.5	Training applicability based on mutual agreement between Supplier and LS&Co.
AMS.2.5.1	Update existing training material, which includes training materials covering Applications in scope	Ö
AMS.2.5.2	Perform training of Key / Super users where necessitated by the change	Ö
AMS.2.5.3	Perform end user training where Key / Super users have been trained		Ö
AMS.2.6	Deployment and Implementation
AMS.2.6.1	Coordinate release activity, sequence of events with LS&Co.’s quality assurance group and LS&Co.’s application services group	Ö
AMS.2.6.2	Develop and communicate release deployment plan and roll back plan for any changes and bug fixes for in-scope Applications and Interfaces	Ö
AMS.2.6.3	Migrate data load scripts, reports and stored procedures; request scheduling of batch jobs, confirm completion of batch jobs, and take appropriate corrective action, if needed	Ö
AMS.2.6.4	Review and approve implementation plans		Ö
AMS.2.6.5	Communicate the implementation plan to all parties participating in the implementation	Ö
AMS.2.6.6	Communicate implementation timing and other relevant information to business and end users.	Ö
AMS.2.6.7	Confirm successful execution of implementation; including all data migration and initial batch job execution.	Ö
AMS.2.6.8	Promote to Production	Ö
AMS.2.6.9	Provide go-live support	Ö
AMS.2.6.10	Manage and maintain Applications during Stabilization Period	Ö
AMS.2.7	Support for Project Work
AMS.2.7.1	Request assistance from Supplier in Projects.		Ö
AMS.2.7.2	Render support to Application Projects team for any Projects as agreed upon during the Project Initiation phase. Any such assistance provided by Supplier should be identified during the Project initiation phase and budgeted separately against Production Support bucket.	Ö
AMS.2.7.3	Supplier will start supporting the projects post Go Live after the post Go Live support period of the Project team is complete and defined exit criteria for a Project to Support cutover is met.	Ö

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 14

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Ref. ID	Principal Activities	Responsibility
		Supplier	LS&Co.
AMS.3	CROSS FUNCTIONAL
AMS.3.1	Service Reporting
AMS.3.1.1	Capture data required to support Service Levels and operational metrics	Ö
AMS.3.1.2	Submit agreed upon performance reports as defined in Exhibit 6 – Reports	Ö
AMS.3.1.3	Report on identified performance improvements	Ö
AMS.3.1.4	Produce monthly scorecard	Ö
AMS.3.1.5	Facilitate publication meeting to review performance in accordance with Exhibit 6 – Governance	Ö
AMS.3.1.7	Review scorecard – LS&Co. supplier management reviews data and provides feedback on any issues		Ö
AMS.3.1.8	Enablement of fields to measure the agreed service levels		Ö
AMS.3.2	Compliance / Quality
AMS.3.2.1	Maintain and enhance the quality assurance documents to ensure that Application Maintenance & Support services are performed in an accurate and timely manner and in compliance with LS&Co.’s required audits within permissible limits (once a year).	Ö
AMS.3.2.2	Ensure that consistent processes for delivery of services and documentation are followed across all teams	Ö
AMS.3.2.3	Establish and follow rules and guidelines for creation and maintenance of technical documentation	Ö
AMS.3.3	Security
AMS.3.3.1	Supplier will follow the security policies of LS&Co. and act on any reported violations.	Ö
AMS.3.3.2	All Security Policies and procedures to be shared with Supplier during transition.		Ö
AMS.4.	Leadership and General Management
AMS.4.1	Work with LS&Co. to establish medium to long term strategy for service evolution	Ö
AMS.4.2	Establish policies and procedures for the service provided by Supplier	Ö
AMS.4.3	Comply with established policies and procedures	Ö
AMS.4.4	Ensure only approved work is executed by vendor	Ö
AMS.4.5	Provide technical leadership and direction	Ö

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 15

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Ref. ID	Principal Activities	Responsibility
		Supplier	LS&Co.
AMS.4.6	Provide leading practices where applicable	Ö
AMS.4.7	Build medium to long term skill level demand forecasts for operational as well as project/ enhancement work	Ö
AMS.4.8	Maintain end user satisfaction with IT services	Ö
AMS.4.9	Assure compliance with all Agreement terms and conditions	Ö
AMS.4.10	Support / implement continuous improvement opportunities	Ö
AMS.4.11	Administer issue, risk and governance processes in control of Supplier	Ö
AMS.4.12	Work closely with Supplier to mitigate risks / issues pertaining to LS&Co. Third Party Contractors		Ö
AMS.4.13	Provide timely reporting in the delivery of services	Ö
AMS.4.14	Generate monthly invoice for Supplier Services	Ö
AMS.5	DEMAND MANAGEMENT AND CAPACITY PLANNING for Application Enhancements
AMS.5.1	Demand Planning
AMS.5.1.1	Develop Annual Plan/Budget for year		Ö
AMS.5.1.2	Supplier to define a process for demand Forecast Planning on a defined periodic basis for enhancements to be performed in each application group. LS&Co. will provide the inputs required to Supplier on the future enhancements as per the defined process.	Ö
AMS.5.1.3	The list of enhancements and the priority will be determined by LS&Co. and shared to Supplier		Ö
AMS.5.1.4	Participate in Annual Plan / Budget for year and quarterly forecast plan	Ö
AMS.5.1.5	Participate in the documentation and communication of annual plan/Budget	Ö
AMS.5.1.6	Review plan prepared by Supplier monthly and quarterly and communicate changes		Ö
AMS.5.1.7	Project Teams will prioritize and approve enhancements and required modifications		Ö
AMS.5.1.8	Notify requester and Supplier of approval or rejection		Ö
AMS.5.1.9	Supplier will assist LS&Co. with estimation for any business events planned in the quarter	Ö

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 16

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Ref. ID	Principal Activities	Responsibility
		Supplier	LS&Co.
AMS.5.2	Capacity Planning
AMS.5.2.1	Align Supplier’s resource capacity with forecasted demand and any adjustments communicated by LS&Co. for unplanned enhancements. Any unplanned enhancement will be catered to by Supplier on a best effort basis. If the enhancement requires additional resources for implementation, a lead of time 1 month is required by Supplier to onboard the resource.	Ö
AMS.5.2.2	Develop capacity plan and staffing plan to support forecasted demand plan in resources and skills	Ö
AMS.5.2.3	Maintain appropriate skills at all times as per plan agreed between LS&Co. and Supplier based on monthly/quarterly forecasts and for any unplanned enhancements that is communicated by LS&Co. to Supplier which was not available during the forecast timeline. Any unplanned enhancement will be catered to by Supplier on a best effort basis. If the enhancement requires additional resources for implementation, a lead of time 1 month is required by Supplier to onboard the resource.	Ö
AMS.5.2.4	Provide estimates for capacity consumption and out-of-scope projects	Ö
AMS.5.2.5	Review and approve the capacity plan and staffing plan		Ö
AMS.5.2.6	Review capacity plan and staffing plan periodically and communicate changes	Ö

LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 17

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

MASTER SERVICES AGREEMENT*

By and Between

Levi Strauss & Co.,

And

Wipro Limited

November 7, 2014

Exhibit 2

Description of Services

Attachment 2.3.7-A

Description of Services – Information Technology Services

IT Applications—Applications in Scope

* Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Confidential
Execution Version		Appendix A
Appendix A
Application Portfolio—Application Support
MASTER SERVICES AGREEMENT*

LSA	Levi Strauss Americas
LSE	Levi Strauss Europe
AMA	Levi Strauss Asia, Middle East, Africa

Application Group

Function

App Suite

Application / Module

Criticality

Complexity

Global App

Regional App (If applicable)

Scope of Support

Brief Description of Application Functionality

O/S

Languages

Number of Users

Support Level

Language Support

Corp

LSA

AMA

LSE

ALL

Interfaces

Interfaces

Interface Controls

L

M

X

Application Support

Web app used in command center to track interface status for major interfaces

MS/SQL Server

[****]*

10

Level 2 Support

Corp & BI

Corp & BI

AR Portal

M

M

X

Application Support

Internally hosted web based portal to transmit, view and manage the different AR Documents with Customers in APD

WIN 2008 SP2 IIS 7.0 SQL Server 2008 64 bit (SP2)

[****]*

150-200

Level 2 Support

Corp & BI

Content Management

[****]*

[****]*

M

M

X

Application Support

File Management Application which stores content/data to support different processes (logistics, payroll, SSC)

Level 2 Support

Corp & BI

Finance

[****]*

M

M

X

Application Support

System where Royalty payments are processed

10

Level 2 Support

Corp & BI

Finance

[****]*

CAPA (Cost Accounting & Profitability Analysis)

M

M

X

Application Support

Product (Std) Costing

HP3000

[****]*

5

Level 2 Support

Corp & BI

Finance

[****]*

[****]*

H

M

X

Application Support

LSC Financial System—Accts Payable / General Ledger (APGL)

Wintel

[****]*

20

Level 2 Support

Corp & BI

Corp & BI

[****]*

[****]*

H

H

X

Application Support

Master data management tool which can be used for both [****]* and non-[****]* applications.

Windows Server 2008 64 bit

[****]*(category to which [****]* suite of products belongs) spans multiple services, including [****]* and developer tools, integration services, business intelligence, collaboration, and content management. [****]* depends on open standards such as [****]*

~10

Level 2 Support

Corp & BI

Corp & BI

[****]*

[****]*

X

Application Support

Corp & BI

Corp & BI

[****]*

H

M

X

Application Support

Datawarehouse for [****]*

Windows

[****]*

200

Level 2 Support

Corp & BI

Corp & BI

[****]*

FDM - Financial Data Management

H

H

X

Application Support

Purpose-built ETL (extract, transform, load) tool for [****]* products. At LSCO, this is specifically used for loading data to [****]*. Until the deployment of the HOP1 project in FY14, it also loaded data to Hyperion Essbase.

Windows Server 2008 64 bit

[****]*(category to which [****]* suite of products belongs) spans multiple services, including [****]* and developer tools, integration services, business intelligence, collaboration, and content management. [****]* depends on open standards such as [****]*

~118

Level 2 Support

Corp & BI

Corp & BI

Content Management

[****]*:

M

M

X

Application Support

File Management Application which stores content/data to support different processes (logistics, payroll, SSC)

Windows Server 2008 6.1 build 7601 Service Pack 1 Windows Server 2008 R2 6.1 build 7601 Service Pack 1 x86

Unknown (since it’s a vendor code)

75-150

Level 2 Support

Corp & BI

Corp & BI

[****]*

HFM - Hyperion Financial Management

H

H

X

Application Support

Global financial translation and consolidation application for LSCO statutory reporting.

Windows Server 2008 64 bit

[****]* (category to which [****]* suite of products belongs) spans multiple services, including [****]* and developer tools, integration services, business intelligence, collaboration, and content management. [****]* depends on open standards such as [****]*

~ 235

Level 2 Support

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Application Group

Function

App Suite

Application / Module

Criticality

Complexity

Global App

Regional App (If applicable)

Scope of Support

Brief Description of Application Functionality

O/S

Languages

Number of Users

Support Level

Language Support

Corp & BI

Corp & BI

Hyperion

HFR - Hyperion Financial Reporting

H

M

X

Application Support

Reporting tool for Hyperion suite of products, including HFM and Essbase.

Windows Server 2008 64 bit

[****]* (category to which [****]* suite of products belongs) spans multiple services, including [****]* and developer tools, integration services, business intelligence, collaboration, and content management. [****]* depends on open standards such as [****]*

~486

Level 2 Support

Corp & BI

Corp & BI

Hyperion

Hyperion (Essbase)

H

H

X

Application Support

Multidimensional database management system (MDBMS) that provides a multidimensional database platform upon which to build analytic applications

Windows Server 2008 64 bit

~250

Level 2 Support

Corp & BI

Corp & BI

DWH

NXPDC

M

L

X

Application Support

This is actually Non Xpert Point of Sale Data Conversion tool (NXPDC) to capture non Raymark store data feeds/transactions

Win2003 ( By July it will be upgraded to Win2008)

Langauges Supported = English DB = SQL Server 2005 (Will be upgraded to 2008R2 by Jun’14)

No direct users for this application. It is a middleware. The output of the application is consumed by DWH and SAP

Level 2 Support

Corp & BI

Corp & BI

Winshuttle

M

M

X

Application Support

Automation Application to upload/download data into SAP

Windows 2008

ABAP + WS Vendor Code

100-150

Level 2 Support

eCommerce

eCommerce

Endeca

H

M

X

Application Support

Search engine w/ filtering

Linux

Java

LSE Consumers

Level 2 Support

eCommerce

eCommerce

Interfaces between eCommerce and SAP

H

M

X

Application Support

Interfaces support for AMA. Sales and Stock movement at end of day for stores from eCommerce to SAP (Not on Sterling Commerce)

eCommerce

eCommerce

Hybris - SAP

H

M

X

Application Support

DevOps, perform releases in non-prod environment such as Dev to QA to Pre-prod environments

eCommerce

eCommerce

SAP

Hybris - SAP

H

M

X

Application Support

eCommerce Platform (additional information provided on the eCommerce Information tab)

Linux

Java

LSE Consumers

Level 2 Support

Global Supply Chain

Global Supply Chain

Manufacturing

Andromeda

H

H

X

Application Support

Shop Floor System for O&O Manufacturing an Finishing centers

Windows Server/Windows Client

C#, Sql Server

400+

Level 2 Support

Global Supply Chain

Global Supply Chain

WMS

ANZ VCE

H

M

X

Application Support

Warehouse management

Win 7

VB/ SQL

Level 2 Support

Global Supply Chain

Global Supply Chain

LSC Bespoke

AS400—WMS

H

M

X

Application Support

[LSC]* Warehouse Mgt System (WMS)

OS 400

RPG 400 / DB 400

30

Level 2 Support

Global Supply Chain

Global Supply Chain

VAS

Australia StarTrack

H

M

X

Application Support

value added service

Win 7

VB/ SQL

Level 2 Support

Global Supply Chain

Global Supply Chain

Inbound Logistics

CARTS

H

H

X

Application Support

Inbound Packing, Shipping

Windows Server/Windows Client

C#, Sql Server

800+

Level 2 Support

Global Supply Chain

Global Supply Chain

Inbound Logistics

CARTSWeb

H

H

X

Application Support

Shipment Tracking, Shipment Creation

Windows Server

Javascript/Sql Server

100+

Level 2 Support

Corp & BI

Corp & BI

[****]*

[****]*

M

M

X

Application Support

LSC Data Warehouse

Wintel

Crystal reports for Canada

75

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

H

X

X

Application Support

Unit sorter for order fulfillment at [****]* and [****]* based distribution facilities

Sun OS

[****]*

300+

Level 1 support (onsite) Level 2 & 3 are vendor supported

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Application Group

Function

App Suite

Application / Module

Criticality

Complexity

Global App

Regional App (If applicable)

Scope of Support

Brief Description of Application Functionality

O/S

Languages

Number of Users

Support Level

Language Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

H

X

Application Support

Wave Planning and Replenishment tool for warhouse operations.

Windows Server

[****]*

50

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

H

X

Application Support

Reporting tool for warehouse operations. 3 implementations, [****]*

Windows Server

[****]*

100+

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

H

X

Application Support

Commercial sample development process and order management

Windows

[****]*

50

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

H

X

Application Support

Vendor access to Tech Pack, components, specifications, reference documents, and Licensee upload

Windows

[****]*

250

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

H

X

Application Support

Raw material and product costing

Windows

[****]*

191

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

H

X

Application Support

Concept Development, Line Planning, Material Development, Color Development, Lab dip Management, Specifications Development, Costing, Reporting for all Brands

Windows

[****]*

1050

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

M

X

Application Support

Customer [****]* Transactions

HP3000

[****]*

20 Accts

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

M

X

Application Support

Maintains size distribution profiles to support calculation of Size level Forecast from Product Level Forecast, Tightly Integrated to [****]*, shares [****]* database

Front End = Windows 7 Backend HPUX/Oracle

[****]*

~30

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

M

X

Application Support

Tool used by LSE distribution centers to produce and print Customs declaration forms, invoices etc

Windows Server

[****]*

20

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

M

X

Application Support

Tool used by LSE distribution centers to process return murchandise

Windows Server

[****]*

20

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

M

M

X

Application Support

Tool used by LSE distribution centers to process “Value Added Services” i.e.Labels, Price tickets, Special Instructions etc

Windows Server

[****]*

200+

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

H

X

Application Support

Concept Development, Line Planning, Material Development, Color Development, Lab dip Management, Specifications Development, Vendor Portal, Costing, Reporting

Windows

[****]*

1200

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

M

L

X

Application Support

Account Planning / Corporate Forecasting tool.

Wintel

[****]*

20

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

M

M

X

Application Support

Product Integrity/Quality reporting and tracking

Windows Server

[****]*

600+

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

M

M

X

Application Support

Source of Record for Product Attributes, Attribute Values, and Master Product Hierarchies.

Windows Server

[****]*

5

Level 2 Support

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Application Group

Function

App Suite

Application / Module

Criticality

Complexity

Global App

Regional App (If applicable)

Scope of Support

Brief Description of Application Functionality

O/S

Languages

Number of Users

Support Level

Language Support

Global Supply Chain

Global Supply Chain

Demand Planning

[****]*

M

M

X

Application Support

Assortment, replenishment, allocation demand planning

win7

[****]*

~70

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

Korea DAS

H

M

X

Application Support

Warehouse management

win 7

[****]*

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

LDS—Canada

H

H

X

Application Support

Order to Cash / Master Files /Acct Receivables/ Inventory

HP3000

[****]*

75

Level 2 Support

Global Supply Chain

Global Supply Chain

LSAMA—WMS

X

Application Support

Warehouse management system used in Northhampton, System of record for inventory. Controls all receiving and order fulfillment activities within the warehouse, including putaway, picking, packing, carton labeling and trailer loading.

QNX

[****]*

200

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

M

M

X

Application Support

Maintains production routing and leadtimes, Tightly Integrated to Manugistics, shares [****]* database

Front End = Windows 7 Backend HPUX/Oracle

[****]*

~50

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

M

H

X

Application Support

Maintains size distribution profiles to support calculation of Size level Forecast from Product Level Forecast,

Front End = Windows 7 Backend HPUX/Oracle

[****]*

~50

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

H

X

X

Application Support

Warehouse management system used in Hebron and Canton facilities, System of record for inventory. Controls all receiving and order fulfillment activities within the warehouse, including putaway, picking, packing, carton labeling and trailer loading.

QNX

[****]* This is a version of MANDATE taylored to UK operation

400

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

M

X

Application Support

Forecast Calculations Product to Size, Fininished Goods inventory planning, Safety Stock Calulations, Forecast consumption, Production planning, Production Issuance

HP/UX / Oracle

[****]*

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

M

X

Application Support

Fininished Goods inventory planning, Safety Stock Calulations, Forecast consumption including prepack and Breakpack consumption, Inventory Deployment and cross docking Calulations, Size level productions plans to SAP ATP processing,

HP/UX / Oracle

[****]*

Limited direct users, mostly batch processing and data generation—Information in DB and results of various calulations are used many business processes -

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

M

X

Application Support

Calculates Constrained Size level Production orders for ATP

HP/UX / Oracle

[****]*

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

M

X

Application Support

Forecast Calculations Product to Size, Account Level Forecast Management,. Forecast Accurracy capture prouct/size/account,

HP/UX / Oracle

[****]*

Level 2 Support

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Application Group

Function

App Suite

Application / Module

Criticality

Complexity

Global App

Regional App (If applicable)

Scope of Support

Brief Description of Application Functionality

O/S

Languages

Number of Users

Support Level

Language Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

M

X

Application Support

Supply planning on [****]*

win7/Unix/Citrix

[****]*

~ 300 (SP, logistics, CP, SSM)

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

M

X

Application Support

Forecast Calculations Product to Size, Forecast Accuracy capture product/size/account, Finished Goods inventory planning, Safety Stock Calculations, Production planning, Production Issuance

HP/UX / Oracle

[****]*

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

M

L

X

Application Support

Maintains size distribution profiles to support calculation of Size level Forecast from Product Level Forecast, Maintains production routing and leadtimes, Tightly Integrated to Manugistics, shares LS Canada manu database

Front End = Windows 7 Backend HPUX/Oracle

[****]*

~10

Level 2 Support

Global Supply Chain

Global Supply Chain

LSC Bespoke

Order issuance System

M

L

X

Application Support

Contract Sizing / Order Issuance

Wintel

[****]*

10

Level 2 Support

Global Supply Chain

Global Supply Chain

WMS

ORION

H

M

X

Application Support

Manage interfaces between components of WMS and external systems. Handles file traffic to/from WMS and CARTS/SAP. Provides integration between the apps within the WMS for Prepack manufacturing and for Consolidation orders. Creating and managing internal work orders that are not SAP provided.

Windows Server

C#

400

Level 2 Support

Global Supply Chain

Global Supply Chain

PI

PIWeb (Backend Support only — Oracle, SQL Server, SAS)

M

M

X

Application Support

Product Integrity/Quality reporting and tracking

Windows Server

Javascript/HTML/SAS

600+

Level 2 Support

Global Supply Chain

Global Supply Chain

Red Prairie

Red Prairie (Henderson, NV)

H

H

X

Application Support

Warehouse management system used in Henderson NV System of record for inventory. Controls all receiving and order fulfillment activities within the warehouse, including putaway, picking, packing, carton labeling and trailer loading.

Windows Server

Mixed (Java, C#, Mocha, SQL)

250

Level 1 and Level 2 support

Global Supply Chain

Global Supply Chain

Red Prairie

Red Prairie (San Martine, MX)

H

H

X

Application Support

Warehouse management system used in San Martine, MX System of record for inventory. Controls all receiving and order fulfillment activities within the warehouse, including putaway, picking, packing, carton labeling and trailer loading.

Windows Server

Mixed (Java, C#, Mocha, SQL)

100

Level 2 Support

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Application Group

Function

App Suite

Application / Module

Criticality

Complexity

Global App

Regional App (If applicable)

Scope of Support

Brief Description of Application Functionality

O/S

Languages

Number of Users

Support Level

Language Support

Global Supply Chain

Global Supply Chain

WMS

SageX

H

H

X

Application Support

Manage automated material handling equipment in CASI Warehouse. Component of CASI WMS. Working in close integration with MANDATE, controls conveyors, storage units and other MHE within the warehouse. PC-based control system used in lieu of the more conventional PLC systems

QNX

ANSI C

400

Level 2 Support Level 1 onsite

Global Supply Chain

Global Supply Chain

Manugistics

SMART—Shipments Modify Analysis Review Tool

M

M

X

Application Support

Modification of deployment orders to Carts. Tightly Integratd to Manugistics, shares manu database

Front End = Windows 7 Backend HPUX/Oracle

Excel VP for Applications

8

Level 2 Support

Global Supply Chain

Global Supply Chain

PI

Source Audit Report (SAR) >> (Backend Support only — SQL Server, SAS)

M

L

X

Application Support

Product Integrity/Quality reporting and tracking Module

Windows Server

Javascript/HTML/SAS

600+

Level 2 Support

Global Supply Chain

Global Supply Chain

STARTRACK

X

Application Support

Order Management and high level inventory management for CASI CSC. Component of CASI WMS. Receives customer orders from SAP, matches to inventory, cartonizes and prepares work for the warehouse. Reports inventory and order fulfillment activity to upstream systems.

Unix (Currently HP UX) migrating to Linux SUSE

C++

100

Level 2 Support

Global Supply Chain

Global Supply Chain

LSC Bespoke

Styleman

H

M

X

Application Support

Direct Procurement / Contract Tracking

Unix

Progress / Oracle

10

Level 2 Support

Global Supply Chain

Global Supply Chain

Tekconsole

Tekconsole

H

H

X

Application Support

Used to operate handheld scanners in our distribution centers

Windows

50

Level 2 Support

Global Supply Chain

Global Supply Chain

WMS

TranMan

H

H

X

Application Support

Outbound Transportation management for CASI CSC. Component of CASI WMS. Plans and manages outbound transportation activities including carrier management and routing, load planning and capacity, load completion and reconciliation. Generates all required documentation

Unix (Currently HP UX) migrating to Linux SUSE

C++

100

Level 2 Support

Global Supply Chain

Global Supply Chain

WMS

USAC

H

M

X

Application Support

1. Printing of customer specific form ( Price tag, Delivery Summary , Carrier Data form , ASN, Customer Invoice ) and 2. send customer specific EDI (Invoice , Confirmation ) 3. Finance reconciliation ( A/R Reconciliation ) 4. Data interface to Sigma SAP

win7

[****]*

~10

Level 2 Support

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Application Group

Function

App Suite

Application / Module

Criticality

Complexity

Global App

Regional App (If applicable)

Scope of Support

Brief Description of Application Functionality

O/S

Languages

Number of Users

Support Level

Language Support

Global Supply Chain

Global Supply Chain

PI

[****]*

M

L

X

Application Support

Product Integrity/Quality reporting and tracking Module

Windows Server

[****]*

600+

Level 2 Support

Global Supply Chain

Global Supply Chain

LSC Bespoke

[****]*

H

L

X

Application Support

UVM / UPC printing

Wintel

[****]*

5

Level 2 Support

Global Supply Chain

Global Supply Chain

Manufacturing

[****]*

L

L

X

Application Support

Material Utilization and Optimization reporting and data entry

Front End = Windows 7 Backend HPUX/Oracle

[****]*

50+

Level 2 Support

Global Supply Chain

Global Supply Chain

[****]*

[****]*

H

M

X

Application Support

Specifications Development, TechPack Generation for product manufacturing sourcing

Windows

[****]*

40

Level 2 Support

Global Supply Chain

Global Supply Chain

WMS

[****]*

H

M

X

Application Support

Picking function for [****]* DC.

WinXP/Win7

[****]*

~15

Level 2 Support

Global Supply Chain

Global Supply Chain

WMS

[****]*

H

M

X

Application Support

This is a front-end application to the UK Mandate warehouse control system. It processes the interface data, prepares for upload to Mandate, and creates the picking waves. (LSE WLM)

Windows Server

[****]*

75

Level 2 Support

Global Supply Chain

Global Supply Chain

MHE

[****]*

H

M

X

Application Support

Warehouse Control System Interfacing to [****]*

WinXP

[****]*

100

Level 1 and Level 2 for infrastructure components. Vendor support for L2 Apps.

Global Supply Chain

Global Supply Chain

MHE

[****]*

H

M

X

Application Support

Warehouse Control System Interfacing to [****]*

WinXP

[****]*

100

Level 1 and Level 2 for infrastructure components. Vendor support for L2 Apps.

Global Supply Chain

Global Supply Chain

MHE

[****]*

H

M

X

Application Support

Warehouse Control System Interface to [****]*, Shipping Controls

WinXP

[****]*

100

Level 1 and Level 2 for infrastructure components. Vendor support for L2 Apps.

Global Supply Chain

Global Supply Chain

WMS

Workload Management

H

H

X

Application Support

Order Management and high level inventory management for [****]* CSC. Component of [****]* WMS. Receives customer orders from SAP, matches to inventory, cartonizes and prepares work for the warehouse. Reports inventory and order fulfillment activity to upstream systems.

Unix (Currently HP UX) migrating to Linux SUSE

[****]*

100

Level 2 Support

Retail

Retail

POS

[****]*

M

M

X

Application Support

Collect other brand sales data in dept store

Window Server

[****]*

Level 2 Support

Local Language support required

Retail

Retail

CRM

CRM Campaign Module

M

M

X

Application Support

Tool to support marketing campaign targetting VIP members. The application allows creating and maintaining mass communication to VIP members

Win2008

[****]*

Internal users: 26

Level 2 Support

Retail

Retail

CRM for Korea

X

Application Support

Korea

Local Language support required

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Application Group

Function

App Suite

Application / Module

Criticality

Complexity

Global App

Regional App (If applicable)

Scope of Support

Brief Description of Application Functionality

O/S

Languages

Number of Users

Support Level

Language Support

Retail

Retail

CRM

CRM Loop Websites

M

L

X

Application Support

Websites to support CRM or VIP membership program in APD. The application allows members to check their purchase history or points accumulated or update their personal profile and in some markets do online redemption for gifts using points accumulated.

Win2008

Languages Supported = English/Simplifiled Chinese/Trad.Chinese Programming [****]*

VIP members: 3036886 Internal users: 81

Level 2 Support

Retail

Retail

CRM

CRM Reports

M

L

X

Application Support

CRM or VIP Member analysis reports.

Win2003

Languages Supported =English [****]*

Users: 20

Level 2 Support

Retail

Retail

Division Booking System

M

L

X

Application Support

Seasonal booking, web replenishment ordering

Win2003

[****]*

Users: 229

Level 2 Support

Retail

Retail

SharePoint

Retail Bulletin Board (APD)

M

M

X

Application Support

A share point tool extended to stores that is used for communication or sharing contents ( like promotion initiation or training guide)

Win2008

Langauges Supported = English/Simplifiled Chinese/Trad.Chinese/Japanese Microsoft SharePoint

1,500+

Level 2 Support

Retail

Retail

Retail

RSDB—Retail Store Database (LSEMA)

L

L

X

Application Support

Retail store management system

Terminal Server: Win 2008 DB Server: Linux

[****]*

350+

Level 2 Support

Retail

Retail

SMS

L

L

X

Application Support

Retail store footfall counter

Terminal Server: Win 2008 DB Server: Sql 2008

500+

Level 2 Support

Retail

Retail

POS

WebPOS >> [****]*—Backoffice included)

H

M

X

Application Support

Web based point of sale system used in [****]*

Window 7

[****]*

~150

Level 2 Support

Retail

Retail

POS

[****]*

M

M

X

Application Support

Local POS

Level 2 Support

Retail

Retail

POS

[****]*

M

M

X

Application Support

Local POS

Level 2 Support

Retail

Retail

POS

[****]*

M

M

X

Application Support

Local POS

Level 2 Support

Retail

Retail

POS

[****]*

M

M

X

Application Support

Local POS

Level 2 Support

Corp & BI

Corp & BI

VMI SAS technical support (administration)

Application Support

VMI SAS technical support (administration) and support required for SQL server boxes which are feeding data to Hyperion

Corp & BI

Corp & BI

Hyperion Tax Provision

Application Support

Hyperion Tax Provision support

Global Supply Chain

Global Supply Chain

Manufacturing

GEMS

M

L

X

Application Support

Packaginf tracking app for compliance

Level 2 Support

Wholesale

Wholesale

Aworkbook

Digital Linebook (Aworkbook)

M

L

X

Application Support

Digital Linebook

Level 2 Support

Global Supply Chain

Global Supply Chain

Manugistics

IPS (Inventory, Production, Sales)

M

M

X

Application Support

Pulls together sales, inventory and production actuals and forecasts. Used to determine production adjustments to better align supply and demand

Windows Server

SQL Server, SAS, Excel/VB

30-40

Level 2 Support

Global Supply Chain

Global Supply Chain

Manugistics

PAR (Product Availability Reporting)

M

M

X

Application Support

This provides different views of a time-phased replenishment plan at the product and / or size levels. Used for product availability reporting and production decisions

Windows Server

Oracle, Stored Procedures, VS.Net

30

Level 2 Support

Global Supply Chain

Global Supply Chain

Kronos

M

M

X

Application Support

time Management

`

Level 2 Support

Expecting 100 tickets/month from these applications

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Application Group

Function

App Suite

Application / Module

Criticality

Complexity

Global App

Regional App (If applicable)

Scope of Support

Brief Description of Application Functionality

O/S

Languages

Number of Users

Support Level

Language Support

Global Supply Chain

Global Supply Chain

Maui

X

Application Support

`

Level 2 Support

Global Supply Chain

Global Supply Chain

WMS Lite

X

Application Support

`

Level 2 Support

Global Supply Chain

Global Supply Chain

PI

Garments Seconds Analysis (GSA)—Backend Support

M

M

X

Application Support

Level 2 Support

Global Supply Chain

Global Supply Chain

Excel PO Upload Tool

M

L

X

Application Support

Level 2 Support

Global Supply Chain

Global Supply Chain

POP Effective date upload Tool

M

L

X

Application Support

Level 2 Support

Global Supply Chain

Global Supply Chain

Gerber Accumark – Deskside support installation only

L

L

X

Application Support

Level 2 Support

Global Supply Chain

Global Supply Chain

Cygnus

X

Description = This is an interface for Crisplant supported by vendor

Level 2 Support

Global Supply Chain

Global Supply Chain

Boardwalk

H

M

X

Level 2 Support

Wholesale

Wholesale

Hyp’Archiv

Hyp’Archiv

L

M

X

Application Support

Active archive of invoices and delivery notes from pre-Pangaea era. Documents need to be retained for 10 years and are consulted by OTC, Central Inventory Ownership and Financial Controller.

Wintel

Unknown (packaged solution)

50

Level 2 Support

Retail

Retail

Application for Distributors Stores Support

X

Sales information upload process. Involves collection of data from Distributors in form of FTP, email, text file and excel files. Checking the content before uploading in DWH

Level 2 Support

Retail

Retail

Traffic Counter

VTA CM Traffic Counter (APD) interfaces

M

L

X

Traffic counter application to manage or configure the traffic count device in the stores

WinXP/Win7

Level 2 Support

Global Supply Chain

Global Supply Chain

Casio Order Issuance System

L

L

X

home grown – written in Access/VB

Access/VB

Level 2 Support

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Appendix B

Application Portfolio - External SaaS Interface Support

LSA	Levi Strauss Americas
LSE	Levi Strauss Europe
AMA	Levi Strauss Asia, Middle East, Africa

Application Group	Function	App Suite	Application / Module	Global App	Regional App (If applicable)				Scope of Support	Support Level
					Corp	LSA	AMA	LSE
Corp & BI	Corp & BI		ADP (LSUS / Canada)			X			Interface Support Only	Level 2 Support
Corp & BI	Corp & BI		BPI				X		Interface Support Only	Level 2 Support
Corp & BI	Corp & BI		Cybergrants			X			Interface Support Only	Level 2 Support
Global Supply Chain	Global Supply Chain	Direct Procurement	TradeCard	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT001 Workday To E-Verify Employment Verification	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT002 Workday To Aetna Medical Insurance Enrollments	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT003 Workday To EyeMed Vision Insurance Enrollments	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT004/INT005 Workday To Fidelity 401K Eligibility And Demographics, Fidelity Pensioner Benefit Deductions	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT006 Workday To Fidelity Pensioner Benefit Deductions	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT007 Workday To Medgate Demographics	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT008 Workday To Kaiser Medical Insurance Enrollments	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT009 Workday To Liberty Mutual Disability Enrollments	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT010 Workday To Optum UBH EAP Enrollments	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT011 Workday To VSP Vision Insurance Enrollments	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT013 Workday To ADP PayForce USA Payroll Data	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT014 Workday To ADP PayAtWork CAN Payroll Data	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT028 Workday To Business Objects Data	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT029 Workday To ADP FSA Enrollments	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT030 Workday To CyberGrants Grants	X					Interface Support Only	Level 2 Support

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Application Group	Function	App Suite	Application / Module	Global App	Regional App (If applicable)				Scope of Support	Support Level
					Corp	LSA	AMA	LSE
Corp & BI	HR	WORKDAY	INT032 Workday To Inner Workings Demographics	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT035 Workday To LSCO Employee Leave Data	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT036 Workday To Levi Portal Demographics	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT037 Workday To State of California New Hire Reporting	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT038 Workday To HireRight Demographics	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT039 Workday to Health Advocate Demographics And Benefits Plans	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT040 Workday To Bright Horizons Backup Care Eligibility	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT041 Workday To Mercer Retiree Census Data	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT042 Workday To ITIM Demographics	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT043 Workday To Kronos & SalesForce Demographics	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT048 Workday To IQNavigator User Setup Data	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT061 Workday To YourCause	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT062 Workday To Online Store	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT071 Workday To CICPlus	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	INT076 Workday To Medicare VDSA Voluntary Data Sharing Agreement	X					Interface Support Only	Level 2 Support
Corp & BI	HR	WORKDAY	Teleo -Interface	X					Interface Support Only	Level 2 Support

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

	Note: The following ticket volumes reflect approximately 80% of the total ticket volumes for service requests and incidents.
	Ticket Volume - Service Requests
Area		Service Requests / Month
Application Support	eCommerce preliminary estimate	[****]*
Application Support	Retail Application Support	[****]*
Application Support	Wholesale Application Support	[****]*
Application Support	Supply Chain Application Support	[****]*
Application Support	Corp & BI Application Support	[****]*
	Ticket Volume - Incidents
Area		Incidents / Month
Application Support	eCommerce preliminary estimate	[****]*
Application Support	Retail Application Support	[****]*
Application Support	Wholesale Application Support	[****]*
Application Support	Supply Chain Application Support	[****]*
Application Support	Corp & BI Application Support	[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

Appendix D

Reported Incidents by Priority

Priority

Total

Area

P1

P2

P3

P4

P5

Application Support

Retail Application Support

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Application Support

Wholesale Application Support

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Application Support

Supply Chain Application Support

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Application Support

Corp & BI Application Support

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION

	Appendix E
	Hours Required for Change Requests / Enhancements
Area	Application Group	Enhancement Hours / Month
Application Support	eCommerce	500
Application Support	Retail	35
Application Support	Wholesale	10
Application Support	Global Supply Chain
	Flex PLM/Da-Vinci/Web PDM	200
	CARTS/Andromeda/Boardwalk	100
	Distribution center Applications (Red prairie, Workload mgmt, Euro VAS etc)	200
	Enhancement to applications used by Canada/Mexico/Brazil
Application Support	Corp & BI	325
Application Support	Workday Interfaces enhancements	160
Application Support	Non Business Project Hours (Apps KTLO Project Effort)	170
	Total	1,700
Others
Application Support	eCommerce Security Scans	2 scans / month (1 for Major Release + 1 for Minor Release)

Local Language Requirements

Country	Application Group	Application Names	Local Language
Taiwan	Retail	•  Competitive Connect System	Taiwan
Korea	Retail	•  CRM	Korean
		•  WebPOS >> (KOREA—Backoffice included)
China	Corp & BI	•  DWH (APD)	Simplified Chinese Traditional Chinese Mandarin Japanese
		•  NXPDC
	Retail	•  CRM Loop Websites
		•  CRM Reports
		•  Division Booking System
		•  Retail Bulletin Board (APD)

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 2

DESCRIPTION OF SERVICES

ATTACHMENT 2.3.8

DESCRIPTION OF SERVICES – INFORMATION TECHNOLOGY SERVICES

TEST CENTER OF EXCELLENCE (TCOE)

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION

Purpose: This Exhibit describes the Services to be performed for LS&Co. by Supplier pursuant to the Agreement.

References: References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto.

Definitions: As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

The Services to be provided by Supplier to LSA, LSE, & AMA under this Agreement are categorized into the following:

• Test Center of Excellence (TCoE)

Without limiting Section 3 of the Agreement, the Services include (a) the services, functions and responsibilities described in this Attachment; and (b) the services, functions and responsibilities identified in the roles and responsibilities matrices contained within this Attachment for which Supplier is responsible (i.e., those Services which have an “Ö” in the column labeled Supplier).

2. TEST CENTER OF EXCELLENCE(TCOE)

Ref. ID	Principal Activities	Responsibility
		Supplier		LS&Co.
TCOE.2	TEST CENTER OF EXCELLENCE
TCOE.2.1	Core Services
TCOE.2.1.1	Define TCOE Operation Model		X
TCOE.2.1.2	Define TCOE Governance Model		X
TCOE.2.1.3	Define Demand Management Framework		X
TCOE.2.1.4	Continuously Define Test Plan for Project releases		X
TCOE.2.1.5	Define Test Process Framework(Process, Methodology, Tools)		X
TCOE.2.1.6	Provide roadmap for Test Process Implementation		X
TCOE.2.1.7	Perform Audits and produce findings for review on Quality Gates for identified projects		X
TCOE.2.1.8	Define, Refine & Set Up Test Automation Framework and creation of Automation Assets		X
TCOE.2.1.9	Continuously Perform Test Automation Assessment		X
TCOE.2.1.10	Define, Refine & Set Up Performance Test Framework and creation of Performance Assets		X
TCOE.2.1.11	Continuously Perform Performance Test Assessment		X
TCOE.2.1.12	Test Environment Management(Planning & Co-ordination)		X
TCOE.2.1.13	Test Data Planning & Co-ordination of Project needs (not Data Creation))		X
TCOE.2.1.14	Test Tool Administration and test bed set up for Project & User Maintenance Activities HP QC, HP QTP, HP LoadRunner, Borland SilkTest Any Additional tools we add as part of TCOE tool assessment		X

LS&Co. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCOE) Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Ref. ID	Principal Activities	Responsibility
		Supplier		LS&Co.
Additional items
TCOE.2.2	Flex Team
TCOE.2.2.1	Create Regression, QA, Performance, and Automation Test Bed’s. Serve as a Test Leads, Coordinators, Testers etc... all defined on a project need basis under TCOE working framework to extend the CORE team on an as need basis		X
TCOE.2.3	Production Support Testing
TCOE.2.3.1	Maintain Regression Test Bed’s (all the above types) to keep Assets up to date		X
TCOE.2.3.2	Test Governance of SAP & RAYMARK releases		X
TCOE.2.3.3	Facilitate Functional/Business-Process Knowledge of the Applications for in-scope projects		X
TCOE.2.3.4	Testing for CRs and Maintenance Releases leveraging production support team (Excluding SAP & RAYMARK)		X

Note: Any activities which are not listed in the above table shall be considered as out of scope.

3. RACI (RESPONSIBLE-ACCOUNTABLE-CONSULTED-INFORMED):

Supplier has defined the RACI (Responsible – Accountable – Consulted –Informed) Matrix for the Services provided in scope. Supplier will further detail the RACI during the initial phase of the engagement and will validate and mutually agree on the RACI matrix with LS&Co.:

Ref. #	Task	Supplier	LS&Co.
1	TCOE Core Services
1.1	Create Operation Model	RA	C
1.2	Sign-off Operation Model	A	R
1.3	Create Governance Model	RA	C
1.4	Sign-off Governance Model	A	R
1.5	Create Demand Management Framework	RA	C
1.6	Sign-off Demand Management Framework	A	R
1.7	Manage & Publish Demand	RA	C
1.8	Plan for Release tests	RA	C
1.9	Sign-off Release tests plan	A	R
1.10	Understand Current Process and test landscape	RA	I
1.11	Define Test Process Framework (Methodology, Tools)	RA	C
1.12	Sign-off Test Process Framework	A	R
1.13	Provide roadmap and Implement Test Processes	RA	C
1.14	Sign-off Roadmap for test process implementation	A	R
1.15	Audit Quality Gates for Project Releases & Publish Findings	RA	C
1.16	Sign-off Audit Findings	A	R
1.17	Create Test Automation Framework	RA	I
1.18	Sign-off Test Automation Framework	A	R
1.19	Assess Test cases for Automation & Publish Assessment Report	RA	C
1.20	Sign-off Automation Assessment Report	A	R
1.21	Create Performance Test Framework	RA	I
1.22	Sign-off Performance Test Framework	A	R
1.23	Assess Test Scenarios for Performance Test & Publish Assessment Report	RA	C
1.24	Sign-off Performance Test Assessment Report	A	R
1.25	* Test Environment Management (Planning & Co-Ordination for projects)	RA	C
1.26	Test Data Management (Requirements, Planning & Co-Ordination)	RA	C

LS&Co. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCOE) Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Ref. #	Task	Supplier	LS&Co.
1.27	Test Tools Administration (User Maintenance) for         HP QC,         HP QTP,         HP LoadRunner,         Borland SilkTest         Any Additional tools we add as part of TCOE tool assessment	RA	I
2	Flex Team
2.1	Create Regression Test Bed	RA	C
2.2	Sign-off Regression Test Bed	A	R
3	Production Support Testing
3.1	Test Governance of SAP & RAYMARK releases	RA	C
3.2	Maintain Regression Test Bed to keep it up to date	RA	I
3.3	Knowledge Acquisition of In-Scope projects. Activities defined on a project need basis under TCOE working framework to extend the CORE team on an as need basis	A	R
3.4	Testing of CRs & Maintenance Releases (Excluding SAP & RAYMRARK) leveraging production support team Activities defined on a project need basis under TCOE working framework to extend the CORE team on an as need basis	RA	I

* TCoE will be responsible for coordinating with the development and infrastructure teams to define the number of instances and the environment needs for each project and for getting to a workable solution for each project that may or may not include all test environments for all applications.

4. DELIVERABLES

TCoE Core Services:

• Understanding Document of Current Test Processes

• TcoE Operation Model

• TcoE Governance Model/Framework

• Demand Management Framework

• Test Environment Management Framework

• Test Data Management Framework

• Test Process Handbook/Framework

• Test Process Implementation Roadmap

• Plan for Test Releases

• Quality Gate Audit Assessment Report

• Test Automation Framework

• Test Automation Assessment Report

• Performance Test Framework

• Performance Test Assessment Report

• Test Tool Administration Activities Report

TCoE Flex Team:

• Regression, QA, Performance, and Automation Test Bed’s. Status Report for Test Bed Creation

LS&Co. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCOE) Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Production Support Testing:

• Process Compliance Report for testing projects

• Test Plan (as applicable/needed), Test Cases, Test Results for CRs/Maintenance Releases

5. OPERATING MODEL:

Below figure depicts the operating model for TCoE & Production Support testing:

6. ASSUMPTIONS & DEPENDENCIES:

• LS&Co. shall assign a Single Point of Contact (SPoC) for the Supplier Testing Team who would have the necessary authority to mobilize relevant resources in LS&Co. and approve Deliverables from the Supplier Team

• LS&Co. shall facilitate collaboration with other Partners to ensure seamless testing operations.

• The Supplier team should have access to all existing documentation that will have a bearing on the testing activities, including:

• Business requirement documents

• High level architecture documents

• System design documents

• Application specific documentation

• Necessary access to the Testing Environment & Test Data will be provided by LS&Co.

• During the test execution phase, the required software builds will be available in the test environment as per the agreed upon schedule.

• Testing environments will be available through the test execution phase. Test environment downtime, if any, should be communicated to the Supplier testing team ahead of the plan

LS&Co. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCOE) Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

• Fixes to defects raised by testing team will be provided by the application & development, team/s as per the agreed plan and timeline with LS&Co.

• Compliance to the TCoE process is the responsibility of LS&Co. as outlined in the RACI above.

• LS&Co. shall provide Testing Tool Licenses (HP Quality Centre, HP Quick Test Professional, HP LoadRunner, Borland SilkTest, etc.) to the Supplier Team. Based on the future demands, if any additional testing tools or licenses are required for carrying out the testing activities, the same shall be decided and procured by LS&Co.

• LS&Co. shall provide remote access (Onsite as well as Offshore) to the Testing Tools for the Supplier Team & provide Administrator privileges to the Testing Tools for the Supplier Test Tool Administrator

7. STAFFING

The following testing roles are identified for this Description of Services. The location from which each role will operate is listed in the table below. These are indicative roles and Supplier may add / remove roles as may be necessary from time to time in consultation with LS&Co.

SERVICE	ROLE	LOCATION
TCoE	TCoE lead	LS&Co. in San Francisco California USA
	Demand Manager	LS&Co. in San Francisco, California, USA
	Test Environment Lead	Supplier Offices in Pune, India
	Test Data Management Lead + Test Tool Administrator	Supplier Offices in Pune, India
	Automation Architect	Supplier Offices in Pune, India
SERVICE	ROLE	LOCATION
Production Support Testing	Performance Test Architect Test lead Test Engineer	Supplier Offices in Pune, India LS&Co. in San Francisco, California USA Supplier Offices in Pune, India

8. ACCEPTANCE OF DELIVERABLES

The Acceptance Criteria for the Deliverables identified in Section 5 are as follows.

• It satisfies the scope of the work described in the SOW, and it contains the content described in the Deliverables section; or

• Achievement of the specified test result for each test specified in the Test Plan

Acceptance Period: The Acceptance Period is 7 calendar days from the date of submission of the Deliverables beyond which it is deemed accepted.

9. REPORTS

Following reports will be made available to LS&Co. during the course of this SOW. Supplier TCOE Lead would be accountable for the below mentioned reports.

• Daily / Weekly / Executive Summary Reports / Test Execution Reports during the Projects Test execution phase. This will consist of, but not be limited to, Planned vs. Actual number of test cases executed, Number of test cases passed, Number of test cases failed, List of defects logged and their status, Number of test cases blocked, Number of test cases pending execution, High severity defects (blockers) that require a fix to continue with testing and any downtimes encountered during testing with reasons.

• Weekly TCOE Status summary will consist of the tasks accomplished in the entire week, a tracker for milestones, planned tasks for the week ahead, risks, issues and dependencies. This will be delivered to the LS&Co. Manager in a mutually agreed upon format.

LS&Co. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCOE) Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

• Monthly Reports will describe Supplier’s performance and compliance to each of the Service Levels agreed. This report shall be published in the first week of every month.

SERVICE LEVELS

The following Service Levels have been agreed upon between the Parties as of the Effective Date.

Service Level 01:– Quality
Objective	To measure effectiveness of Supplier’s testing of Releases
Definition	Defect leakage to Production with Severity 1 for testing done by Supplier.
Service Level 01:– Quality
Method
Data Capture	Severity 1(Critical) defect leakage into Production which are fixed shall be measured till 3 months from the date of Go-live date for every Release by gathering the data from Incident/Ticket Management System in Production
Measurement Interval	Monthly
Method of Calculation	Only Fixed (Resolved with Code Change) defects from Incident/Ticket Management System in Production would be gathered on weekly basis Approved outstanding defects for Go-live or Defects relating to aspects that could not be tested in the Test Environment or was not part of the approved test set or not attributed to performance issues would not be covered under this Service Level
Expected Performance	Expected and minimum level of defects slippage shall be 0 (ZERO)
Service Level 02:– Schedule
Objective	To measure Schedule adherence of Supplier testing team
Definition	Schedule Slippage is calculated using the formulae => {(Actual Duration—Estimated Duration)/Estimated Duration} *100
Method
Data Capture	Slippage of schedule for each test release conducted by Supplier shall be measured by gathering data from Project Plan/Test Plan/HP Quality Center. Final milestone (test execution completion) shall be considered for measuring schedule slippage. Intermediate milestones/dates of testing will not be considered for measuring schedule slippage.
Measurement Interval	Monthly
Method of Calculation	Schedule Slippage is calculated using the formulae => {(Actual Duration—Estimated Duration)/Estimated Duration} *100. Approved revised schedule or schedule slippage reasons not attributable to Supplier testing team would not be covered under this Service Level.
Expected Performance	Expected and the minimum level of schedule slippage for each release shall be 0 (ZERO)
Service Level 03: Test Planning Accuracy
Objective	To ensure that Supplier delivers test cases as planned.
Definition	Test Cases planned to create versus test cases actually created.
Method
Data Capture	During the regression test case development planning: •   Supplier will determine the number of test cases needed by start of test phase based on requirements; •   Supplier will document all test cases in Quality Center and report test case creation progress against plan.
Measurement Interval	Weekly or at LS&Co.’s REQUEST
Method of Calculation	Test cases created/test cases planned to be created
Expected Performance	95% of planned test cases are created as scheduled

LS&Co. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCOE) Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Service Level 04: Test Execution Accuracy
Objective	To ensure that Supplier executes test cases as planned.
Definition	Test Cases planned to execute versus test cases actually executed.
Method
Service Level 01:– Quality
Data Capture	During the test case execution planning: •   Supplier will determine the number of regression test cases needed to execute by start of test phase based on requirements; •   Supplier will track all test case execution in Quality Center and report test case execution progress against plan
Measurement Interval	Daily or at LS&Co.’s REQUEST
Method of Calculation	Test cases executed/test cases planned to be executed
Expected Performance	95% of planned test cases are executed as scheduled

LS&Co. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCOE) Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 2

DESCRIPTION OF SERVICES

ATTACHMENT 2.4

DESCRIPTION OF SERVICES – CUSTOMER SERVICE SERVICES

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION

Purpose: This Exhibit describes the Services to be performed for LS&Co. by Supplier pursuant to the Agreement.

References: References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto.

Definitions: As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

The Services to be provided by Supplier to LSA, LSE, & AMA under this Agreement are categorized into the following Processes:

• Order Management

• Dispute Management

• Other Customer Services Activities

• Preliminary Order Processing (POP)

• Reporting

• Returns

Without limiting Section 3.1 of the Agreement, the Services include (a) the services, functions and responsibilities described in this Attachment; and (b) the services, functions and responsibilities identified in the roles and responsibilities matrices contained within this Attachment for which Supplier is responsible (i.e., those Services which have an “X” in the column labeled Supplier).

2. CUSTOMER SERVICE—ORDER MANAGEMENT

Supplier will be responsible for performing the Customer Service, order management. The “Customer Service” Process consists of a comprehensive set of integrated functions and responsibilities that constitute, support or relate to the processing of orders, disputes and returns in connection with LS&Co.’s business.

Principal Activity	Supplier			LS&Co.
	LSA	LSE	AMA	LSA	LSE	AMA
1. Order Management
1.1 Order Capture & Process
1.1.1 Enter Orders for all order types including POSM and brand apparel products	X	X	X
Capture these orders manually, excel upload (or other upload tools), EDI	X	X	X
1.1.2 and other local country systems 1.1.3 Raise exceptions that are system driven that would prevent an order from being processed or shipped (e.g.: blocks, incompletes, VAS, pricing discrepancies etc.)	X	X	X
1.1.4 To handle exceptions, Supplier will attain approvals from LS&Co. team. Exceptions could surface from blocks pertaining to Pricing errors, price change requests, etc.	X	X	X
1.1.5 Resolve raised exceptions and provide approval for Supplier to execute				X	X	X
1.1.6 Execute per resolution provided by LS&Co	X	X	X
1.1.7 Analyze incoming orders and remove duplicate orders	X	X	X
1.1.8 Conduct the analysis, identify and raise missing/inaccurate EDI order transmissions	X	X	X
1.1.9 Resolve raised problematic EDI order transmissions				X	X	X

LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

1.2 Pro-Active Order Management

1.2.1 Validate Material master data, upload dummy orders to verify material master is set-up correctly for POP, pre-booking order on seasonal SKU’s listing

X

X

X

1.2.2 Maintain customer compliance document

X

X

X

1.2.3 Inform team on the changes in customer compliance documentation

X

X

X

1.2.4 Produce and provide all relevant shipping / order management status reports to LS&Co. team 1. All Monitoring / Tracking reports 2. Monthly fiscal order completion reports 3. Order status reports (Open order & Open order by RDD) 4. Order ageing reports 5. Delivery block reports

X

X

X

[List of reports to be finalized in TA / KA]

1.2.5 Manually enter and update product data translation on customer systems.

X

X

X

1.2.6 Manage Pricat seasonal outputs

X

1.2.7 Maintain contract / bulk management

X

X

X

1.2.8 Monthly and weekly contract / bulk cleansing (including moves and cancels) per contract policy

X

X

X

1.2.9 Retained organization to coordinate with sales to obtain approval for contract movement on a weekly/monthly basis and inform Supplier to execute movement

X

X

X

1.2.10 Retained organization to review canceled residual contracts on a weekly and monthly basis

X

X

X

1.2.11 Ensure call-off orders decrement from contract / bulk and not pull from open availability

X

X

X

1.2.12 If call-off orders are pulled from open availability, inform the retained team

X

X

X

1.2.13 Retained team resolves call-off orders that are pulled from open availability instead of from contracts and informs Supplier

X

X

X

1.2.13 Supplier executes changes

X

X

X

1.2.14 Confirm that changes raised by the retained team have been made

X

X

X

1.2.15 Maintain and update PDU on MarketMax as per changes raised by the retained team

X

1.2.16 Provide update or changes on PDU via email

X

X

1.2.17 Make changes to an order as per allocation requests from the retained team

X

X

X

1.2.18 Provide changes in allocation

X

X

X

1.2.19 Manage the Force Allocation process/decisions

X

X

X

1.2.20 Process Force Allocation requests subject to retained organization direction

X

X

X

1.2.21 Generate and analyze pending order cancellation report

X

X

X

1.2.22 Proactive communication to retained team in case of pending order cancellation

X

X

X

1.2.23 Manage Pre-ship approval process

X

X

X

1.2.24 Execute re-dating of orders based on pre-shipment approvals

X

X

X

1.2.25 Raise issues impacting ability to ship by cancel date and work with retained team for resolution which could include extending cancellation dates

X

X

X

1.2.26 Manual delivery creation as needed

X

X

X

LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

1.2.27 Obtain approval documentation from Sales and Customers for orders requiring cancel date extensions, price changes, product quantity adjustments, and product substitutions

X

X

X

1.2.28 Communicate and provide approval to the course of action to the Supplier team

X

X

X

1.2.29 Execute the course of action and confirm that it has been executed

X

X

X

1.2.30 Ensure orders are error free and ready for Allocation

X

X

X

1.2.31 Provide 2nd line of support for SAP issues

X

X

X

1.2.32 Ensure order files are cleansed in accordance with LS&Co. policy

X

X

X

1.2.33 Provide LS&Co. policies and inform changes to the policies

X

X

X

1.2.34 Manage customer procurement and validation of VAS data for upload

X

X

1.2.35 Manage VAS data upload into related systems

X

X

1.2.26 Support LS&Co. with re-determination of the order files once the VAS data is uploaded to include account and product level VAS

X

X

1.3 Order Management Analyst (Work)

1.3.1 Analyze inventory position in a constrained inventory environment

X

X

X

1.3.2 Determine when inventory is due-in to support the order. In LSA, this includes reporting out due-in dates from SAP

X

X

X

1.3.3 Communicate to the retained organization for resolution

X

X

X

1.3.4 Partner with Demand Planning (DP) to analyze and maximize inventory as the issue is raised from the Supplier team. Communicate the resolution to Supplier

X

X

X

1.3.5 Execute order changes as per resolution provided

X

X

X

1.3.6 Communicate price changes based on price order attribute

X

X

X

1.3.7 Manage all price changes at order level (including in-season price changes/ late adoptions approval process

X

X

X

1.3.9 Identify and communicate product issues such as fallout, DNA, etc. to Supplier that impact the order file

X

X

X

1.3.10 Execute order changes as per communication from the retained team

X

X

X

1.3.11 Develop, maintain and conduct OM process and systems training to Supplier agents

X

X

X

1.3.12 Identify and raise trends that results in recurring issues that negatively impacts orders

X

X

X

1.3.13 Initiate the root-cause analysis that drives the issues and provide a proposed solution of the issues to the retained organization

X

X

X

1.3.14 Identify any potential issues with SAP and escalate directly with IT as required for resolution. Keep LS&Co. informed on status.

X

X

X

1.3.15 Retained organization determines impact to orders based on redeployment strategies from distribution

X

X

X

1.3.16 Realign orders based on the input from retained organization

X

X

X

1.3.17 “Inventory redeployment from one DC to another: > Work with internal stakeholders to identify redeployed inventory > Communicate changes of plant on orders to Supplier

X

X

X

1.3.18 Provide direction (approval / disapproval) on order changes based on plant redetermination

X

X

X

1.3.19 Execute order changes based on the approval and plant re-determination provided by LS&Co

X

X

X

1.3.20 Recommend opportunities for business process improvement

X

X

X

1.3.21 Develop and Maintain business process documentation

X

X

X

LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

1.3.22 “SAP system (where relevant to OM):

X

X

X

>Develop SAP test strategy, plans, scripts and execute the test for system enhancements

>Develop Business Requirements Documents for process changes affecting systems changes

> Resident expert on OM SAP process and technology”

1.3.23 Ensure all business processes are SOX compliant

1.3.24 Support store to store stock transfer orders by managing to completion the virtual return process in SAP

X

X

1.3.25 Support special OTC process for e-Commerce

X

X

X

1.4 Excess and Obsolete Inventory

1.4.1 Tracks and identify obsolete inventory for export orders

X

1.4.3 Enter and manage orders through completion

X

X

X

1.4.4 Report status of orders and flag any issues with orders

X

X

X

1.5 Free-Of-Charge Goods (i.e.: Samples, Uniforms, Product Placements, Giveaways, Promotions, etc.)

1.5.1 Develop and maintain policies for all FOC goods

X

X

X

1.5.2 Validation of FOC orders according to LS&Co. policy

X

X

X

1.5.4 Attain special approvals (Sales / Finance)

X

X

X

1.5.5 Receive and process FOC orders through shipping

X

X

X

2. Preliminary Order Processing (POP) / Pre-Season Booking

2.1 POP Preparation

2.1.1 Manage compliance to seasonal sell in windows (GTM)

X

X

2.1.2 Capture pre-booking orders for agreed upon accounts

X

X

X

2.1.3 Process pre-booking orders for agreed upon accounts

X

X

X

2.1.4 Coordinate with internal stakeholders for POP reconciliation

X

X

X

2.1.5 Communicate POP amendments to Sales / Customers

X

X

X

2.1.6 Amend pre-booking orders relative to POP results

X

X

X

2.1.6 For selected accounts, communicate POP contract data to be entered into sales forecasting tool

X

2.1.7 Enter / Upload POP PDU Data into forecasting tool—MARKETmax

X

2.3 POP Contracts

2.3.1 Submits pre-pack template

X

X

2.3.2 Enter / upload POP Contracts into SAP

X

X

2.3.3 Communicate POP adjustments direction

X

2.3.4 Reject or adjust contracts based on direction from LS&Co.

X

2.3.5 Manage through Contract lifecycle according to policy

X

X

2.3.6 Provide POP reporting to retained organization

X

X

2.3.7 Retained organization to communicate to key stakeholders (internal / external)

X

X

X

2.3.8 Release POP/Bulk entered

X

X

2.3.9 Validates unit quantities

X

X

3. Dispute & Returns Management

3.1 Dispute Management

3.1.1 Coordinate with retained org if sales interjection is required

X

X

X

3.1.2 Log into SAP to review any raised disputes on a daily basis

X

X

X

3.1.3 Conduct research to determine the validity of the dispute

X

X

X

3.1.4 Coordinate with supplier F&A team for approval / rejection

X

X

X

3.1.5 Justify dispute acceptance or rejection with supporting documentation

X

X

X

3.1.6 If the dispute is accepted, update UDM in SAP with results of dispute research with attached supporting documents

X

X

X

3.1.7 If a dispute is rejected, raise it to the retained organization

X

X

X

3.1.8 Retained organization will approve / disapprove dispute rejection

X

X

X

LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity

Supplier

LS&Co.

LSA

LSE

AMA

LSA

LSE

AMA

3.1.9 Close the dispute in UDM as per communication from the retained organization

X

X

X

3.2 Returns Management

3.2.1 Receive returns requests via MBX or phone

X

X

X

3.2.2 Obtain approval from retained organization for returns that exceed defined threshold defined in policy

X

X

X

3.2.3 Approve / Reject requests provided by the retained team

X

X

X

3.2.4 Process approved returns and manage return until it closes

X

X

X

3.2.5 Enter pick up onto carrier sites

X

X

3.2.6 Validation of Return when there is a return variance with DC/RDC (DC) and resolves the variance internally

X

X

X

3.2.7 Coordination with freight carriers

X

X

3.2.8 Issue Credit Notes (MEX only for LSA)

X

X

X

4. Reporting

4.1 Internal Reporting

4.1.1 Set Global/ Regional reporting requirements

X

X

X

4.1.2 Partner with internal key stakeholders to understand local/exceptional reporting requirements

X

X

X

4.1.3 Execute data pulls and reporting needs (global and regional)

X

X

X

4.1.4 Provide routine business reporting

X

X

X

4.1.5 Provide bi-weekly sales-shipping status report

X

X

X

4.1.6 Provide report to sales on outstanding POs

X

X

X

4.1.7 Provide update on product discontinuation

X

X

X

4.1.8 Provide metrics / KPIs reporting

X

X

X

4.1.9 Generate Account specific reports

X

X

X

4.1.10 Generate Product Cancelled reports

X

X

X

4.1.11 Generate Product adjustment reports [List of reports to be finalized during TA]

X

X

X

5. Other Customer Service Activities

5.1 Support & Research

5.1.1 Provide ad hoc support and analysis to internal cross functional stakeholders and customers

X

X

X

5.1.2 Respond to research requests

X

X

X

5.1.3 Review and present reports to stakeholders and customers. If the report does not meet the requirements (incomplete / incorrect / requires edits), reach out to Supplier team

X

X

X

5.1.4 Receive feedback on report that needs to be edited in any way and revert with the corresponding changes

X

X

X

5.2 Sales Assistance

5.2.1 Coordinate picking tickets

X

5.2.2 Order picking tickets

X

5.2.3 Upload invoices in customer systems

X

5.2.4 Issue Latin America Licensee PO requisition

X

5.2.5 Provide the following as requested: product EAN list, Available to sell (A2S) report, distressed inventory list.”

X

X

X

5.2.6 Update list of SOs with office POs from customers

X

5.3 Demand Tracking

5.3.1 Tracks demand changes and cancellations

X

X

X

5.3.2 Initiate communications on deviations from actual demand against POP bookings

X

X

X

5.3.3 Consignment Order

X

X

X

LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Principal Activity	Supplier				LS&Co.
	LSA	LSE	AMA		LSA	LSE		AMA
6. Export Customers Coordination LSE
6.1 Daily manual request to CC to release orders manually for allocation only daily (based on AIP, shipment plans for next weeks)				X
6.2 Confirmation of final shipment with customer and preparing pro forma document							X
6.3 Management of manual delivery creation with OFG and CC							X
6.4 Pick-up coordination with DC and customer including transport organization and customs documents preparation for goods, POSMs, samples and furniture							X
6.5 Post shipment service to customer - sending all documents customs and shipment							X

3. LANGUAGES

Supplier resources servicing the following regions will be fluent in the following languages:

Languages Supported
LSE	LSE	AMA
English	Arabic	Bahasa Indonesia
Portuguese	Czech	Bahasa Malaysia
Spanish	Danish	English
	Dutch	Korean
	English	Vietnamese
	Finnish	Japanese
	French	Simplified Chinese
	German	Traditional Chinese
	Greek	Mandarin
	Hungarian	Cantonese
	Italian
	Nordics
	Norwegian
	Polish
	Portuguese
	Spanish
	Swedish
	Additional languages for all countries in the Emerging Country Group will be confirmed during the KA sessions

LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 2

DESCRIPTION OF SERVICES

ATTACHMENT 2.5

DESCRIPTION OF SERVICES – CONSUMER RELATIONS SERVICES

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	Introduction.		1
	1.1	Purpose	1
	1.2	References	1
	1.3	Definitions	1
2.	Finalization of Service Description.		1

LS&Co. – Attachment 2.5 – Description of Services – Consumer Relations Services Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

1.1 Purpose. This Exhibit describes the Consumer Relations Services to be performed for LS&Co. by Supplier pursuant to the Agreement.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. FINALIZATION OF SERVICE DESCRIPTION.

The Parties acknowledge and agree that this Attachment 2.5 has not been completed as of the Effective Date. Accordingly, the Parties agree that they shall continue to negotiate and finalize this Attachment 2.5 in good faith, with the goal of promptly completing this Attachment 2.5 (but in no event later than the end of Knowledge Acquisition) and incorporating the completed Attachment 2.5 into the Agreement. The completed Attachment 2.5 shall be incorporated into the Agreement by means of an addenda executed by both Parties, with such completed Attachment 2.5 being effective as of the Effective Date (and without the requirement for additional consideration with respect to the finalization of Attachment 2.5 and execution of the addenda).

LS&Co. – Attachment 2.5 – Description of Services – Consumer Relations Services Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT*

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 3

SERVICE LEVEL MANAGEMENT

* Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	Introduction.		2
	1.1	General	2
	1.2	References	2
	1.3	Definitions	2
2.	Service Levels.		3
	2.1	Performance of Services	3
	2.2	Critical Service Levels	3
	2.3	Other Service Levels	3
	2.4	Additional Service Levels	3
3.	Measurement of Service Level Compliance.		3
	3.1	Commencement of Measurement; Measurement Interval	3
	3.2	Measuring Tools	3
	3.3	Failure to Complete Measurement	4
	3.4	Review of Measuring Tools	4
	3.5	Regional Measurement	4
4.	Reporting.		4
	4.1	Service Level Reports	4
5.	Service Level Validation.		4
	5.1	Service Level Baselining Process	4
	5.2	Target Adjustments	5
6.	Failure to Perform; Service Level Credits.		5
	6.1	Weighting Factors	5
	6.2	Service Level Credits	5
	6.3	Service Level Credit Calculation	5
	6.4	Multiple Service Level Failures; At Risk Amount	6
	6.5	Application of Credits	6
	6.6	Service Level Improvement Plan	6
7.	Changes to Service Levels.		6
	7.1	Addition or Deletion	6
	7.2	Continuous Improvement	6
8.	Service Level Exceptions.		6

LS&Co. – Exhibit 3 – Service Level Management Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

1.1 General. The Service Levels applicable to the performance of the Services are set forth in this Exhibit.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated. The terms set forth below have the meanings set forth below:

(a) “Additional Criteria” has the meaning given in Section 2.4.

(b) “Critical Service Level” means a Service Level identified in the applicable Service Level Definitions Document as such (either explicitly or because there is a Service Level Credit or Weighting Factor set forth in the applicable Service Level Definitions Document which is associated with a Service Level Failure).

(c) “Critical Service Level Failure” has the meaning given in Section 2.2.

(d) “Existing Performance” has the meaning given in Section 5.1.

(e) “Initial Review Period” has the meaning given in Section 5.1.

(f) “Measuring Tools” means the tools, processes, procedures, and methodologies as well as any associated documentation provided and used by Supplier to measure, validate and report Supplier’s performance of the Services against the Service Levels. The Measuring Tools shall provide a level of detail sufficient to verify Supplier’s compliance with the Service Level.

(g) “Measurement Interval” means the time during, or the frequency within, which a Service Level shall be measured as set forth in the applicable Service Level Definitions Document. Where no Measurement Interval is set forth in Service Level Definitions Document, the Measurement Interval shall be a calendar month.

(h) “Objection Notice” has the meaning given in Section 2.4.

(i) “Performance Target” means with respect to a Service Level, the target for the Service Level set forth in the applicable Service Level Definitions Document.

(j) “Region” has the meaning given in Section 3.5.

(k) “Relief Event” has the meaning given in Section 8.

(l) “Service Level Definitions Document” means for a Service Category the portion of this Exhibit 3 that defines the Service Levels for the applicable Service Category. For each Service Category, the Service Levels are set forth in separate attachments to this Exhibit 3.

(m) “Service Level Failure” means, with respect to a Service Level, the failure to meet the Performance Target for that Service Level (calculated using the formula for the applicable Service Level set forth in the applicable Service Level Definitions Document) during the applicable Measurement Interval.

(n) “Service Level Improvement Plan” has the meaning given in Section 6.6.

(o) “Service Level Report” has the meaning given in Section 4.1.

(p) “Validated Average” has the meaning given in Section 5.1.

(q) “Validation Period” has the meaning given in Section 5.1.

(r) “Validation Service Level” has the meaning given in Section 5.1.

(s) “Weighting Factor” has the meaning given in Section 6.1.

LS&Co. – Exhibit 3 – Service Level Management Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

2. SERVICE LEVELS.

2.1 Performance of Services. As of the applicable Commencement Date (or as otherwise specified in this Exhibit), Supplier shall be responsible for and shall perform the Services in accordance with the Service Levels. Supplier shall perform all Services that do not have defined Service Levels in a manner and at levels that equal or exceed the level of service being provided internally by LS&Co. or through a third party prior to the Effective Date, including with respect to accuracy, quality, completeness, timeliness, and responsiveness.

2.2 Critical Service Levels. Critical Service Levels are of particular importance to LS&Co.’s business. A Service Level Failure with respect to a Critical Service Level (each a “Critical Service Level Failure”) shall entitle LS&Co. to receive a Service Level Credit.

2.3 Other Service Levels. Service Levels that are not Critical Service Levels are nevertheless viewed as important to measuring the efficiency and effectiveness of Supplier’s relationship and evaluating Supplier’s performance relative to LS&Co.’s expectations and historical accomplishments. Supplier’s performance of the other Service Levels will be taken into account by LS&Co. in the evaluation of LS&Co.’s other rights under the Agreement. For clarity, such Service Levels shall not result in a Service Level Credit.

2.4 Additional Service Levels. With respect to each Service Category and Region, and during the 12-month period following the applicable Commencement Date, LS&Co. may, upon 30 days’ prior notice to Supplier, add additional Service Levels that will be applicable to Supplier’s performance of the applicable Services in order to achieve a fair, accurate, and consistent measurement of Supplier’s performance of those Services; provided, that any such additional Service Levels shall be measurable (using the existing Measuring Tools), objective and include a specified and reasonable Performance Target (the “Additional Criteria”); and provided further, however, that where there is no historical or other data to support the Performance Target specified for such a Service Level that Performance Target shall be subject to validation pursuant to Section 5. Unless Supplier objects to such Service Level (on the basis that it does not meet the Additional Criteria or is otherwise commercially unreasonable) within the 30-day notice period (“Objection Notice”), the Service Levels shall be deemed incorporated in the Agreement after the expiration of the 30-day notice period and the applicable Service Level Definitions Document shall be amended accordingly. Promptly after the receipt by LS&Co. of a valid Objection Notice, the LS&Co. Global Lead for the applicable Service Category and the Supplier Global Lead for the applicable Service Category shall meet (in person or by telephone) to discuss revisions to the proposed Service Level to ensure that it meets the Additional Criteria. To the extent that the LS&Co. Global Lead for the applicable Service Category and the Supplier Global Lead for the applicable Service Category are able to agree on acceptable changes to the Service Level these changes shall be documented in writing signed by both of them and such revised Service Level shall become effective 30 days after both Global Leads have executed the document reflecting that agreement. To the extent that the applicable Global Leads are unable to agree on revisions to the Service Level, the outstanding issues shall be escalated to the appropriate governance committee set forth in Exhibit 5 for resolution.

3. MEASUREMENT OF SERVICE LEVEL COMPLIANCE.

3.1 Commencement of Measurement; Measurement Interval. Supplier shall: (a) begin measuring its performance of the Services against the Service Levels on the applicable Commencement Date; and (b) measure its performance of the Services against the Service Levels during each Measurement Interval.

3.2 Measuring Tools. Prior to the applicable Commencement Date, Supplier shall implement the Measuring Tools detailed in the applicable Service Level Definitions Document and such other Measuring Tools that are required for Supplier to measure and report on Supplier’s performance of the Services against the Service Levels, which Measuring Tools may include LS&Co.’s Systems. Supplier shall provide LS&Co. and its designees with the information and access to the Measuring Tools upon request for inspection and verification purposes. Supplier shall ensure that the systems used by Supplier to measure its performance of the Services against the Service Levels shall be compatible with the software and equipment used by LS&Co. which may deliver records to, receive records from, or otherwise interact with such systems. Any addition to the Measuring Tools, and any change to the Measuring Tools, shall be subject to LS&Co.’s prior approval and no change shall be permitted to the Services, Service Levels or the Charges as a result of any such addition of, or change to, the Measuring Tools.

LS&Co. – Exhibit 3 – Service Level Management Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3.3 Failure to Complete Measurement. If Supplier fails to measure its performance of the Services against a particular Service Level so that it is not possible to confirm whether the Service Level has been achieved for the Measurement Interval, and Supplier cannot otherwise demonstrate its compliance with that Service Level, then such failure shall be deemed to be a Service Level Failure.

3.4 Review of Measuring Tools. On an annual basis, Supplier shall review the Measuring Tools and assess whether any changes in such Measuring Tools are required to collect and accurately reflect Supplier performance and related data prospectively. Supplier shall promptly notify LS&Co. of any recommended changes in the Measuring Tools as a result of this assessment.

3.5 Regional Measurement. The methodology described in this Exhibit 3 applies uniformly to all LS&Co. Service Locations receiving Services. However, except to the extent otherwise specified in the applicable Service Level Definitions Document, the measurement of Service Level performance, the determination of Supplier’s performance against and compliance with each Service Level during the applicable Measurement Interval; and the determination of Supplier’s achievement or failure to achieve such Service Level shall be made separately as to the Services provided to, or on behalf of, Service Recipients located within each of the regions specified below (each, a “Region”):

(a) LSA (The Americas, North and South);

(b) LSE (All of Europe); and

(c) AMA (Asia, the Middle East and Africa).

With respect to the foregoing, (i) if a Service Level measures the percent of all invoices processed in accordance with requirements in a given month, then the number of invoices and the percentage compliance, will be measured separately for each Region; (ii) since the total monthly Charges for Services within each Region may vary, the At Risk Amount, while uniform as a percentage([****]^*), may vary as a dollar amount; and (iii) the initial allocations of weighting percentages, and the rules under this Exhibit 3 regarding their reallocation, will apply separately to each Region. With respect to the information technology Service Category, the Parties shall, during the Knowledge Acquisition phase and working in good faith, review the application of the above Regions to the information technology Service Category. To the extent that LS&Co., acting reasonably, determines after the completion of Knowledge Acquisition that refinements or modifications to the Region definitions for the information technology Services are required to better align the reporting of the Service Levels for the information technology Services, the Parties shall align the Region definitions for the information technology Services and the reporting of the information technology Services to reflect those requirements.

4. REPORTING.

4.1 Service Level Reports. Supplier shall provide to LS&Co., as part of Supplier’s monthly performance reports, a set of reports to verify Supplier’s performance and compliance with the Service Levels (each, a “Service Level Report”). Each Service Level Report shall: (a) be provided to LS&Co. within 10 business days after the end of each calendar month; (b) specify Supplier’s performance against and compliance with each Service Level during the applicable Measurement Interval; (c) specify those Service Levels that Supplier failed to achieve; and (d) contain the details of Supplier’s historical performance for each Service Level (e.g., performance average in each of the prior Contract Years as well as the prior 12 months). Supplier shall provide access to such information online and in real-time, where technically feasible, at any time during the Term and Termination Assistance Period.

5. SERVICE LEVEL VALIDATION.

5.1 Service Level Baselining Process. For each Critical Service Level identified in the Service Level Definitions Documents as being “subject to baseline,” Supplier shall review the metrics achieved for those Service Levels (“Existing Performance”) during the knowledge acquisition phase of Transition (“Initial Review Period”). If prior to the expiration of the Initial Review Period Supplier provides LS&Co. with notice that Supplier wants to measure the actual performance of a Critical Service Levels identified in the Service Level Definitions Documents as being “subject to baseline” (each such Critical Service Level a “Validation Service Level”)

LS&Co. – Exhibit 3 – Service Level Management Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Supplier shall measure and report the performance of that Validation Service Level for a period of 3 months after the applicable Commencement Date (unless the Parties otherwise agree to a longer period) (“Validation Period”). After the expiration of the Validation Period for a Validation Service Level, Supplier shall promptly provide to LS&Co.: (a) the Service Level performance for that Validation Service Level during each month of the Validation Period; and (b) the average performance with respect to that Validation Service Level during the Validation Period (excluding any such measurement that arises as a result of Supplier’s failure to perform the Services) (“Validated Average”). If any measurement during the Validation Period is missing, then the missing measurement shall be constructed using the average of the actual remaining measurements during the Validation Period.

5.2 Target Adjustments. If the Validated Average for a Validation Service Level is: (a) no more than 10% lower than the Performance Target for the Validation Service Level, then the Validated Average shall be deemed to be the Performance Target, and the Parties shall amend the applicable Service Level Definitions Document accordingly; and (b) more than 10% lower than the Performance Target for the Validation Service Level, then the LS&Co. Global Lead for the applicable Service Category and the Supplier Global Lead for the applicable Service Category shall meet, and negotiate in good faith, either Changes to the Services or method of delivery of the Services so that Supplier can perform the Services in accordance with such Validation Service Level or an adjustment to the applicable Performance Target for such Validation Service Level, and, upon the agreement of the LS&Co. Global Lead for the applicable Service Category and the Supplier Global Lead for the applicable Service Category the Parties shall amend the applicable Service Level Definitions Document to reflect such agreement; except that: (i) the Performance Target shall not be lower than the Validated Average; and (ii) in no event shall the Performance Target be adjusted by more than 20% from the applicable Performance Target agreed to at the Effective Date. Any adjustment pursuant to this Section 5.2 shall apply on and from the end of the Validation Period.

6. FAILURE TO PERFORM; SERVICE LEVEL CREDITS.

6.1 Weighting Factors. LS&Co. shall assign a number of percentage points to each Critical Service Level (“Weighting Factor”), except that the maximum Weighting Factor allocated among all the Critical Service Levels shall not exceed, in the aggregate, [****]^* percentage points. The Weighting Factors in effect as of the Effective Date are identified in the applicable Service Level Definitions Document, and LS&Co. may reallocate such Weighting Factors by providing Supplier with 60 days’ prior notice.

6.2 Service Level Credits. Each Critical Service Level Failure shall result in Supplier owing a Service Level Credit to LS&Co.; provided, however, that LS&Co. shall not be entitled to a Service Level Credit for a Service Level Failure that occurs during the [****]* period after the applicable Commencement Date. Service Level Credits shall not limit LS&Co.’s right to recover other damages in excess of the Service Level Credits incurred by LS&Co. as a result of such failure or limit LS&Co.’s remedies for Supplier’s failure to achieve a Service Level; provided, that the amount of any Losses payable to LS&Co. in connection with the applicable Service Level Failure will be reduced by the amount of any Service Level Credit paid by Supplier that relates to the Service Level Failure giving rise to such Losses.

6.3 Service Level Credit Calculation. Each Service Level Credit shall be calculated as follows:

Service Level Credit = A X (B / 100)

Where:

(a) A is the At Risk Amount for the month in which the Service Level Failure occurred; and

(b) B is the Weighting Factor for the Critical Service Level for which the Service Level Failure occurred.

For example, assume that Supplier fails to meet the Service Level Target for a Critical Service Level and (i) the Monthly Charges for the month in which the Service Level Failure occurred was $100,000, (ii) the Weighting Factor for such Critical Service Level is 60 percent, and (iii) the At Risk Amount is [****]^* percent. The Service Level Credit due to LS&Co. for such Service Level Failure would be computed as follows:

LS&Co. – Exhibit 3 – Service Level Management Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

A = [****]^* [the monthly Charges multiplied by the At Risk Amount];

Multiplied by:

B = 0.6 (60/100) [the Weighting Factor divided by 100];

Equals

= $9,000 [the Service Level Credit.]

6.4 Multiple Service Level Failures; At Risk Amount. If more than one Service Level Failure has occurred in a single month, the sum of the corresponding Service Level Credits shall be credited to LS&Co.; provided that in no event shall the Service Level Credits credited to LS&Co. with respect to all Service Level Failures incurred in a single month exceed the At Risk Amount.

6.5 Application of Credits. The total amount of Service Level Credits which Supplier shall be obligated to pay to LS&Co. with respect to Service Level Failures shall be included on the invoice in the month following the month in which the Service Level Failure giving rise to such Service Level Credit occurred. If no amounts are due and payable to Supplier under such invoice, then Supplier shall pay the amount of the Service Level Credit to LS&Co. within 45 days of that Service Level Credit becoming due.

6.6 Service Level Improvement Plan. Upon the occurrence of a Service Level Failure, Supplier shall identify the cause of such Service Level Failure, and Supplier shall develop and submit to LS&Co. a plan to cure and remediate the cause of such Service Level Failure (“Service Level Improvement Plan”) within 10 days after such Service Level Failure (or such other time period agreed to by the Parties). Upon LS&Co.’s approval of the remediation procedures set forth in the Service Level Improvement Plan, Supplier shall promptly implement such procedures.

7. CHANGES TO SERVICE LEVELS.

7.1 Addition or Deletion. LS&Co. expects the Service Levels to develop and evolve to reflect LS&Co.’s business and LS&Co.’s changing needs (including the completion of Projects). Accordingly, upon 60 days’ prior notice, LS&Co. may adjust the Weighting Factor assigned to each Service Level and those Service Levels that are subject to a Service Level Credit; provided, that LS&Co. may not adjust each Weighting Factor more than once in each calendar quarter; and provided further, that the parameters in Section 6.1 shall apply to any such adjustments. At any time throughout the Term, either LS&Co. or Supplier may propose to add or remove a Service Level, or change the Performance Target for a Service Level and how the Service Level is calculated; provided that no such change shall be effective until agreed upon by the Parties.

7.2 Continuous Improvement. The Parties agree that the Service Levels shall be subject to continuous improvement, and the Parties expect and intend that certain Service Levels shall be improved over time. Accordingly, Supplier shall research and propose reasonable improvements to the Services (with appropriate modifications to the applicable Service Levels) at least once each year during the Term. At a minimum, such improvements (and modifications to the applicable Service Levels) shall be consistent with industry best practices for comparable services. Such improvement shall not be implemented or become effective until agreed upon by the Parties.

8. SERVICE LEVEL EXCEPTIONS.

Supplier shall be excused from a failure to achieve a Service Level solely to the extent, and during the time, that Supplier is directly precluded from performing that obligation or achieving that Service Level as a result of:

(a) LS&Co.’s (or a LS&Co. Agents’, excluding Supplier and Supplier Agents) failure to perform or delay in performing, its specified and written obligations (for example, obligations that refer directly to LS&Co. in the form of “LS&Co. shall” or directly to a LS&Co. Agent in the form of “LS&Co. Agent shall”) under the Agreement;

(b) Service or Supplier Staff reductions requested by LS&Co. and agreed to by the Parties in accordance with the Contract Change Process; provided, that Supplier has previously notified LS&Co. in writing as part of such Contract Change Process that the implementation of such Service or Supplier Staff reductions would result in such failure to meet the Service Level;

LS&Co. – Exhibit 3 – Service Level Management Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

(c) LS&Co.’s failure to repair Equipment used to provide the Services where: (i) LS&Co. is responsible for such repair; (ii) Supplier has notified LS&Co. of the need to repair the Equipment prior to any Service Level Failure attributable to that Equipment; (iii) Supplier’s ability to maintain the Service Level is directly dependent upon such Equipment; and (iv) LS&Co. has, prior to any Service Level Failure attributable to that Equipment, agreed in writing that the Equipment does not meet the required technical performance requirements;

(d) Services performed during the execution of the Disaster Recovery Plan, the execution of which is in support of a LS&Co.-declared disaster, to the extent that the implementation of the Disaster Recovery Plan prevents Supplier from accessing Systems or Supplier Staff necessary to provide the Services in accordance with the Service Levels; provided that Supplier shall not obtain such relief if the Disaster Recovery Plan is designed to ensure the provision of the Services in accordance with the Service Levels or the implementation of the Disaster Recovery Plan was as a result of an act or omission of Supplier. Supplier shall use all reasonable efforts to continue to perform the affected Services in accordance with the applicable Service Levels in the event of the implementation of the Disaster Recovery Plan;

(e) an LS&Co. Third Party Contractor’s failure to perform, or delay in performing, its specified and written obligations in accordance with the terms of that LS&Co. Third Party Contractor’s agreement with LS&Co., where Supplier’s ability to maintain the Service Level is directly dependent upon strict performance by the LS&Co. Third Party Contractor, and except to the extent that Supplier is responsible for managing that LS&Co. Third Party Contractor’s performance and has failed to so manage that performance;

(f) LS&Co.’s exercise of its right to step-in under Section 13.5 of the Agreement, but only for such affected Services and only during the period of time between a Step-In Date and the corresponding Step-Out Date;

(g) For the Services billed pursuant to Section 5.6 of Exhibit 4, LS&Co.’s failure to agree, pursuant to the process set forth in Section 5.6 of Exhibit 4, to permit an increase in the number of Supplier Staff engaged by Supplier to perform that specific Service in order to cover a material increase (as the nature of such material increase is detailed in Section 5.6 of Exhibit 4) in the consumption of such Service by LS&Co.; provided that Supplier has previously notified LS&Co. in writing as part of such process that the failure to increase the Supplier Staff would result in such failure to meet the specific Service Level;

(each a “Relief Event”) and provided that Supplier: (x) promptly provides LS&Co. with advance notice identifying in detail the Relief Event in question, the nature of LS&Co.’s failure to perform such Relief Event (where applicable) and the relevant Supplier obligation or Service Levels that is at risk; (y) continues without interruption to use all reasonable efforts to perform its obligation notwithstanding the occurrence of the Relief Event; and (z) re-commences performance of the obligation, or the affected Service in accordance with this Agreement or the Service Levels, immediately upon LS&Co. curing the Relief Event.

LS&Co. – Exhibit 3 – Service Level Management Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 3

SERVICE LEVEL MANAGEMENT

ATTACHMENT 3.1

SERVICE LEVEL DEFINITIONS – HUMAN RESOURCE SERVICES

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	Introduction.		1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
	1.4	Completion of Service Level Definitions	1
2.	Critical Service Levels.		1
3.	Other Service Levels		1
	3.1	Employee Relations: Employee Relations Quality of Service	1
	3.2	Employee Relations: Timeliness of Employee Relations Transaction Completion	1
	3.3	Leave Administration: Leave Request Response Timeliness	2
	3.4	Leave Administration: FMLA Leave Expiry	2
	3.5	Leave Administration: Leave Request Decision Notification Timeliness	3
	3.6	Employee Data Management: Employee Data Accuracy	3
	3.7	Employee Data Management: Employee Data Timeliness	4
	3.8	Employee Data Management: Employee File Retrieval Timeliness	4
	3.9	Benefit Administration – Transaction Accuracy	5
	3.10	Benefit Administration – Transaction Timeliness	5
	3.11	Benefit Administration – Materials Fulfillment Timeliness	6
	3.12	Benefit Administration – Materials Fulfillment Accuracy	6
	3.13	Recruitment – Recruiting Timeliness	7
	3.14	Recruitment – Employee Data Accuracy	7
	3.15	Compensation Admin – Employee Data Accuracy	8
	3.16	Performance Management – Performance Management Timeliness	8
	3.17	Offboarding – Offboarding Accuracy	9
	3.18	Offboarding – Offboarding Timeliness	9
	3.19	Offboarding – Severance Package Accuracy	10
	3.20	Service Desk – Average Speed to Answer	10
	3.21	Service Desk – First Call Resolution	11
	3.22	Service Desk – Customer Satisfaction	12
	3.23	Service Desk – Inquiry Acknowledgement	12
	3.24	Service Desk – Resolution of Escalated Cases	12
	3.25	Service Desk – Escalated Cases to LS&Co.	13
	3.26	Service Desk – Service Desk Availability	13
	3.27	Service Desk – Call Abandonment Rate	14
	3.28	HRIS – Interface Reliability	14
	3.29	HRIS – Incident Management and Resolution	14
	3.30	HRIS – Problem Management Root Cause Analysis	16
	3.31	HRIS – Change Management Enhancement	16
	3.32	HRIS – HR Portal Availability	17
	3.33	HRIS – HR Portal Speed	18
	3.34	HRIS – HR Portal Speed to Update	18
	3.35	HRIS – Reporting Accuracy and Timing	18

LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

1.1 General. This Attachment describes each Service Level. For each Service Level this Attachment details the applicable Performance Target, the method for measuring the Service Level and the formula for calculating achievement of the Performance Target. For each Critical Service Level, the Weighting Factor applicable at the Effective Date shall be as set forth in this Attachment.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

1.4 Completion of Service Level Definitions. The Service Levels included in this Attachment at the Effective Date reflect the Parties best efforts to define the applicable the Service Levels for the Service (and applicable Performance Targets and Service Level Credits). After the Effective Date the Parties shall work in good faith with each other to finalize the list of Service Levels in this Attachment (and the associated Performance Targets and Service Level Credits) that will be applicable to Supplier’s performance of the Services after the applicable Commencement Date. Despite the foregoing, the Parties agree that this Attachment shall not be amended without the mutual written agreement of both Parties.

2. CRITICAL SERVICE LEVELS.

Pursuant to Section 2.6 of Exhibit 8 the Parties will define, during Knowledge Acquisition, any Critical Service Levels that are to apply to the performance of the applicable Services on and from the Commencement Date (which Critical Service Levels will be subject to the terms of this Exhibit 3).

3. OTHER SERVICE LEVELS

3.1 Employee Relations: Employee Relations Quality of Service

Employee Relations KPI01: ER Quality of Service
Objective	To ensure that the Supplier employee relations (ER) team is providing quality consultation to LS&Co. employees.
Definition	Satisfaction with Supplier ER service delivery will be measured on a 5 point scale.
Method
Employee Relations KPI01: ER Quality of Service
Data Capture	The quality rating will be determined by the LS&Co. legal team rating a random sample of ER cases on a quarterly basis and rating them on a scale of 1 to 5.
Measurement Interval	Quarterly
Method of Calculation	For each Measurement Interval: ER quality =[( # of ER cases rated =/> 3) / (# of ER cases)] * 100
Service Metric
Performance Target	Performance Target is achieved when 75% of cases (subject to baselining) indicate overall quality rating of 4 or better on a scale of 1 to 5 where 1 is the lowest rating and 5 is the highest rating.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.2 Employee Relations: Timeliness of Employee Relations Transaction Completion
Employee Relations KPI02: Timeliness of ER Transaction Completion
Objective	To ensure the timely completion of ER transactions that arise from LS&Co. ER queries.
Definition	The percentage of ER transactions that are completed in accordance with LS&Co. service standards as shown below: •   Preparation of termination proposals - 2 business days, subject to demands of initiative, and as mutually agreed •   Review of corrective actions and performance improvement plans - 2 business days

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Method
Data Capture	The contact tracking system that records contacts and their resolution.
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: (Number of ER transactions that are completed within agreed service standards) / (Total number of transactions that are initiated within the Measurement Interval minus excluded transactions) * 100
Service Metric
Performance Target	Performance Level is achieved when 85% (subject to baselining) of identified ER-related transactions are completed in accordance LS&Co. service standards.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.3 Leave Administration: Leave Request Response Timeliness
Leave Administration KPI01: Leave Request Response Timeliness
Objective	To ensure LS&Co. employees receive timely responses to their new leave requests
Definition	Percentage of responses completed within 2 business days regarding new leave requests for LSA. Percentage of responses completed within 2 business days regarding new leave requests for LSE and AMA, subject to baselining.
Method
Data Capture	Supplier systems capture all records and provide reports.
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: (The number of leave request responses within agreed number of business days) divided by (The total number of leave requests in the Measurement Interval) expressed as a percentage.
Service Metric
Performance Target	98%, subject to baselining
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.4 Leave Administration: FMLA Leave Expiry
Leave Administration KPI02: FMLA Leave Expiry
Objective	To ensure LS&Co. employees receive timely notification when their Company protected leave period has ended based on company policy.
Definition	Percentage of exhaustion notifications submitted to agreed-upon channels for distribution within two (2) business days past the period end date for LSA, subject to baselining. Percentage of exhaustion notifications submitted to agreed-upon channels for distribution within two (2) business days past the period end date for LSE and AMA, subject to baselining for similar leaves
Method
Data Capture	Supplier systems capture all records and provide reports.
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: (The number of leave exhaustion notifications communicated within agreed number of business days past period end date) divided by (The total number of leave decision exhaustion notifications communicated in the Measurement Interval)
Leave Administration KPI02: FMLA Leave Expiry
	expressed as a percentage.

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Service Metric
Performance Target	Performance Target is achieved when the leave exhaustion notifications are communicated to the employee and/or manager in agreed number of business days 90% of the time (subject to baselining).
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.5 Leave Administration: Leave Request Decision Notification Timeliness
Leave Administration KPI03: Leave Request Decision Notification Timeliness
Objective	To ensure LS&Co. employees’ leave decision notifications are communicated in a timely manner.
Definition	Leave decision notifications for submitted leave requests will be communicated within 35 calendar days or less of original leave request. Assumption: Excludes circumstance where employees request additional time to submit the supporting documentation due to an extenuating circumstance that will increase the time period beyond 35 days.
Method
Data Capture	Supplier systems capture all records and provide reports.
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: (The number of leave decision notifications communicated within 35 calendar days of original request) divided by (The total number of leave decision notifications) expressed as a percentage less any approved requests for extensions
Service Metric
Performance Target	Performance Target achieved when 97% (subject to baselining) of leave decision notifications are communicated within thirty-five (35) business days.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.6 Employee Data Management: Employee Data Accuracy
Employee Data Management KPI01: Employee Data Accuracy
Objective	To ensure that updates to employee data are completed accurately.
Employee Data Management KPI01: Employee Data Accuracy
	(Includes all data that Supplier is responsible for managing for benefits and non-benefits).
Definition	The percentage of member transactions during a Measurement Interval (10% random sample of total global volume assessed by Supplier’s reporting team (all regions to be covered)) that are completed accurately.
Method
Data Capture	Report (10% sample as noted above) to be created from the HR system based on a random sample of transactions performed by Supplier personnel.
Measurement Interval	Daily
Method of Calculation	For each Measurement Interval: Data Accuracy = (( # of transactions completed accurately) / (# of transactions sampled)] * 100
Service Metric
Values	Metrics.

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Performance Target	Performance Target is achieved when 99% (subject to baselining) of transactions are processed accurately for LSA, and 99% transactions are processed accurately for LSE and AMA, subject to baselining.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.7 Employee Data Management: Employee Data Timeliness
Employee Data Management KPI02: Employee Data Timeliness
Objective	Ensure that updates to employee data are completed in a timely manner.
Definition	Employee data timeliness is the time taken to update employee data on the system, post receiving notification from LS&Co. Updates are made to the HR system within 24 hours (subject to baselining) of receiving the transactions.
Method
Data Capture	Supplier will track and report on the time and date transactions are received when they are updated in the HR system. The Base))) system will track this based on case opening and closing in the CRM system.
Measurement Interval	Daily
Method of Calculation	For each Measurement Interval: Data Timeliness = (( # of transactions completed within 24 hours of receipt) / (# of transactions)) * 100 Note: Elapsed time excludes weekend hours.
Service Metric
Employee Data Management KPI02: Employee Data Timeliness
Values	Metrics.
Performance Target	Performance Target is achieved when 99% (subject to baselining) of transactions are completed within 24 hours, and all transactions within 72 hours for a volume threshold to be determined during transition.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.8 Employee Data Management: Employee File Retrieval Timeliness
Employee Data Management KPI03: Employee File Retrieval Timeliness
Objective	Retrieve records in a timely manner.
Definition	Measured by dividing the number of records requests retrieved within 3 business days by the total number of record requests retrieved.
Method
Data Capture	Supplier will track and report on the time and date transactions are received when they are updated in the HR system
Measurement Interval	Daily
Method of Calculation	For each Measurement Interval: File retrieval time = [( # of requests completed within 3 business days of receipt) / (# of requests)] * 100 Note: Elapsed time excludes weekend days.
Service Metric
Values	Metrics
Performance Target	Performance Target is achieved when 99% (subject to baselining) of archived employee data that Supplier is responsible for managing is pulled within three (3) business days of request from Supplier.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3.9 Benefit Administration – Transaction Accuracy
Benefits KPI01: Benefit Administration – Transaction Accuracy
Objective	Measure accuracy of enrolments entered into the system by the benefits administration team. Accuracy includes all aspects of the transaction including calculations and employee communications.
Definition	A transaction is defined as an entry of data specific to an employee’s benefits data into the system.
Benefits KPI01: Benefit Administration – Transaction Accuracy
	Accuracy includes entries of benefit elections (not completed through self-service), entries of contribution amounts (not completed through self-service), movement of overage dependents into the correct plans, and movements of retirees / retiree dependents (over 65/under 65) into the correct plans. The percentage of member transactions during a Measurement Interval (random sample assessed by Supplier’s internal audit team) that are completed accurately.
Method
Data Capture	To be determined during the requirements phase.
Measurement Interval	Monthly
Method of Calculation	Benefits transaction accuracy % = (total number of benefits transactions in the random sample—number of inaccurate benefits transactions in the random sample) / total number of benefits transactions in the random sample X 100 Inaccurate non-pension benefit requests will be measured through a detailed audit (including processing, descriptions, and end to end experience) conducted by Supplier’s internal audit team on a random sample of benefits transactions.
Service Metric
Performance Target	Performance Target is achieved when 99% (subject to baselining) of benefits transactions for LSA are processed accurately, and 99% of benefits transactions for LSE and AMA are processed accurately, subject to baselining.
Increased Impact	97% subject to baselining
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.10 Benefit Administration – Transaction Timeliness
Benefits KPI02: Benefit Administration – Transaction Timeliness
Objective	To ensure that benefits transactions in the defined scope of work are completed in a timely manner.
Definition	The percentage of member transactions during a Measurement Interval (random sample assessed by Supplier’s reporting team) that are completed within 72 hours of request.
Method
Data Capture	To be determined during the requirements phase.
Measurement Interval	Monthly
Method of Calculation	Transaction timeliness = (total number of benefits transactions processed in 72 hours) / (total number of Benefits transactions closed during Measurement Interval) expressed as a percentage. Supplier to calculate the average number of business days from the
Benefits KPI02: Benefit Administration – Transaction Timeliness
	time a data update request is received to the time the data update is entered into the system, minus any pending time (defined as any time that the ticket is open in Base))) while waiting for input or data from LS&Co. users). The data updates included in the calculation are those that were closed during the Measurement Interval.

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Service Metric
Performance Target	Performance Target is achieved when 99% (subject to baselining) of benefits transactions are processed within 72 hours for LSA, and when 99% of benefits transactions are processed within 72 hours for LSE and AMA, subject to baselining.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.11 Benefit Administration – Materials Fulfillment Timeliness
Benefits KPI03: Benefits Administration – Materials Fulfillment Timeliness
Objective	To ensure that benefit related materials distributed by the Supplier are submitted to distribution channels in accordance with timeframes as agreed.
Definition	Percentage of benefit-related materials that are submitted to the distribution channel within agreed to timeframes. Benefits related materials are defined as newly eligible packets and/or retirement packets.
Method
Data Capture	Supplier will use automated reporting from the TBA system to track the timeliness of fulfilment procedures. Data will also be tracked separately for ERISA-type requirements, and equivalent in other countries as required
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: [Number of materials submitted to distribution channels within agreed upon timeframe] divided by the [Total number of materials submitted to distribution channels] expressed as a percentage. Supplier to calculate the average number of business days from the time the event is identified to the time the service request is created for the fulfillment team or communicated electronically.
Service Metric
Performance Target	Performance target is achieved when 99.9% (subject to baselining) of materials are distributed within agreed upon timeframes for LSA, and 99.9% of materials are distributed within agreed upon timeframes for LSE and AMA, subject to baselining
Benefits KPI03: Benefits Administration – Materials Fulfillment Timeliness
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.12 Benefit Administration – Materials Fulfillment Accuracy
Benefits KPI04: Benefits Administration – Materials Fulfillment Accuracy
Objective	To ensure that benefits related materials distributed by the Supplier are processed accurately.
Definition	Percentage of sampled benefit-related materials that are processed accurately. Benefits-related materials are defined as newly eligible packets and/or retirement packets. Accurately includes distributing the correct packet based on the correct event (e.g., newly eligible employees should receive the most current version of the newly eligible employee packet)
Method
Data Capture	Supplier will use random sampling to track the accuracy of fulfilment procedures.
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: [The number of audited transactions that pass (i.e. accurate transactions)] divided by [The total number of transactions audited] expressed as a percentage.

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Service Metric
Performance Target	Performance Target is achieved when 99.9% (subject to baselining) of sampled materials are error free for LSA, and when 99.9% of sampled materials are error free for LSE and AMA, subject to baselining
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.13 Recruitment – Recruiting Timeliness
Recruitment KPI01: Recruiting Timeliness
Objective	To ensure LS&Co. recruiting administration activities ( interview scheduling, background check, OB) are done in a timely manner
Definition	Number of recruiting transactions processed within the agreed period of time divided by the number of recruiting transactions received during the period. Timeliness measurement will exclude the time when the request is pending due to dependencies outside from Supplier for incomplete instructions or documents
Method
Recruitment KPI01: Recruiting Timeliness
Data Capture	Supplier will track and report on the recruiting transactions which are received when they are updated in the HR system.
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: Recruiting timeliness = [(# of recruiting transactions received and processed within agreed period of time) / (# of recruiting transactions received during the period)] * 100
Service Metric
Performance Target	Performance Target is achieved when 99% (subject to baselining) of transactions are completed within 24 hours and all transactions within 72 hours for a volume threshold to be determined during transition.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.14 Recruitment – Employee Data Accuracy
Recruitment KPI02: Employee Data Accuracy
Objective	To ensure that the data of an new employee is completed accurately in the system
Definition	The percentage of recruiting transactions during a Measurement Interval (10% random sample of total global volume assessed by Supplier’s reporting team (all regions to be covered)) that are completed accurately.
Method
Data Capture	Report (10% sample as noted above) to be created from the HR System based on a random sample of transactions performed by Supplier personnel.
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: based on 10% sample, (Number of recruiting transactions processed correctly during the period) / (Total number of recruiting transactions received and processed during the period)
Service Metric
Values	Metrics
Performance Target	Performance Target is achieved when 99% (subject to baselining) of transactions are processed accurately for LSA, and 99% (subject to baselining) transactions are processed accurately for LSE and AMA, subject to baselining.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3.15 Compensation Admin – Employee Data Accuracy
Compensation Admin KPI01: Compensation Admin timeliness
Objective	To ensure that compensation data requests are performed on time as agreed according to the schedule
Definition	Compensation data provided to third parties for survey as per the agreed timelines between third party and LS&Co.
Method
Data Capture	Captured using Supplier’s case management tool.
Measurement Interval	Yearly
Method of Calculation	Number of requests processed and provided to third party on time / total number of requests received
Service Metric
Performance Target	99% (subject to baselining)
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.16 Performance Management – Performance Management Timeliness
Performance Management KPI01: Performance Management timeliness
Objective	To ensure that performance management activities are performed on time as agreed according to the schedule.
Definition	Percent of performance management support closed prior to 2 days of actual performance cycle closure.
Method
Data Capture	To be captured using Workday.
Measurement Interval	Yearly
Method of Calculation	Number of requests processed on time / total number of requests received as a percentage
Service Metric
Performance Target	99% subject to baselining
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 8

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3.17 Offboarding – Offboarding Accuracy
Offboarding KPI01: Offboarding Accuracy
Objective	To ensure that updates to termination data of an employee are completed accurately.
Definition	Number of termination transactions processed accurately divided by the number of termination transactions processed during the period.
Offboarding KPI01: Offboarding Accuracy
Method
Data Capture	Report (10% sample of global transactions, covering all regions) to be created from the HR system based on a random sample of transactions performed by Supplier personnel.
Measurement Interval	Daily
Method of Calculation	For each Measurement Interval: based on 10% sample (Number of termination transactions processed correctly during the period) / (Total number of termination transactions received and processed during the period)
Service Metric
Performance Target	99% subject to baselining
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.18 Offboarding – Offboarding Timeliness
Offboarding KPI02: Offboarding Timeliness
Objective	To ensure LS&Co. employees are terminated timely based on the requests received.
Definition	Number of termination transactions processed within the agreed period of time divided by the number of termination transactions received during the period. Timelines measurement will exclude the time when the request is pending due to dependencies outside from Supplier for incomplete instructions or documents. This includes but is not limited to: •   Preparation of severance kits: 2 business days, subject to demands of initiative, and as mutually agreed •   Special initiatives: includes 10-20 employees, 20-50, and 50—1,000
	10 – 20 employees	Severance spreadsheet – 2 business days Preparation of severance kit – 2 business days
	21 – 50 impacted employees	Severance spreadsheet – 3 business days Preparation of severance kit – 5 business days
	51 – 1000 impacted employees	Severance spreadsheet – 4 business days Preparation of severance kit – 10 business days
Method
Data Capture	Supplier will track and report on the termination transactions which are received when they are updated in the HR system.
Offboarding KPI02: Offboarding Timeliness
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: (Number of termination transactions received and processed within agreed period of time) / (Total number of termination transactions received during the period)
Service Metric
Performance Target	99.9% subject to baselining
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 9

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3.19 Offboarding – Severance Package Accuracy
Offboarding KPI03: Severance Package Accuracy
Objective	To ensure that all severance-related materials distributed by Supplier are processed accurately.
Definition	Severance package accuracy is the percentage of sampled severance materials that are processed accurately. Severance material includes all severance packet documents for which Supplier is responsible.
Method
Data Capture	Supplier will use random sampling to track the accuracy of fulfilment procedures.
Measurement Interval	Quarterly
Method of Calculation	For each Measurement Interval: [The number of audited transactions that pass] divided by [The total number of transactions audited] expressed as a percentage. Calculation will look at the personalized employee data to determine if the personalized data is accurate.
Service Metric
Performance Target	Service Level is achieved when 99% (subject to baselining) of sampled materials are error free.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.20 Service Desk – Average Speed to Answer
Service Desk KPI01: Average Speed to Answer
Objective	To ensure that calls to the service desk are answered promptly.
Definition	The length of time that an LS&Co. employee/family member or retiree/family member waits to speak with a service desk agent.
Service Desk KPI01: Average Speed to Answer
Method
Data Capture	Through Supplier’s tracking system.
Measurement Interval	Daily
Method of Calculation	For each Measurement Interval: ASA = [(sum of speed to answer for all calls) / (# of calls)] *100
Service Metric
Values	Metrics
Performance Target	Performance Target is achieved when the average speed to answer does not exceed 45 seconds (not counting IVR steps), subject to baselining
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 10

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3.21 Service Desk – First Call Resolution
Service Desk KPI02: First Call Resolution
Objective	To measure the number of calls that are resolved on the first call, per the escalation policy, to the Supplier’s Service Desk.
Definition	“First Call Resolution” means that a problem is resolved during the first time an LS&Co. employee/family or retiree/family is on the phone with the service desk related to that problem. A problem is considered “resolved” if: - Service desk has resolved the problem to the LS&Co. employee’s/family or retiree’s/family satisfaction and the request is closed Ticket types in scope for this calculation: •   Bereavement •   Demographic changes •   E-learning general question •   Employee issues (to be expanded on during transition) •   Employment verification •   General Information •   Holidays •   HR portal questions •   Policy information •   Other benefit programs •   Workday use query •   Policy inquiry •   Recruiting system password reset •   Red Tab Foundation •   Severance inquiries •   Talent acquisition requisition questions •   Transfer call to Fidelity
Service Desk KPI02: First Call Resolution
	•   Transfer call to Learning •   Transfer call to other third party •   Transfer call to Payroll •   Vacation & leaves inquiries •   Workplace safety
Method
Data Capture	Supplier will track and report First Call Resolution statistics via its service ticket system.
Measurement Interval	Monthly.
Method of Calculation	For each Measurement Interval: First Call Resolution = [(# of calls “resolved”) / (# of calls)]*100
Service Metric
Values	Metrics.
Performance Target	90.0% (subject to baselining) of all first calls are resolved while employee/family or retiree/family is on the initial phone call.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 11

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3.22 Service Desk – Customer Satisfaction
Service Desk KPI03: Customer Satisfaction
Objective	To ensure that Supplier is meeting customer (end-user) expectations.
Definition	Percentage of surveyed employees/participants indicating “overall satisfaction”, using a 5 point scale, where 5 represents completely satisfied and 1 represents completely dissatisfied and “overall satisfaction” is defined as top 2 responses. Calculated as number of respondents indicating “overall satisfaction”, divided by total number of respondents. LS&Co. and Supplier to mutually agree on CSAT survey questionnaire.
Method
Data Capture	LS&Co. and Supplier will develop a mutually acceptable survey and will agree on sample size.
Measurement Interval	Monthly
Method of Calculation	The average score of all survey responses to a specific question (the “Overall Satisfaction” question) from the internal and external hire surveys. All responses will be totalled to calculate an overall average. [Average score from all responses to specific question]
Service Metric
Performance Target	Performance Target is achieved when average response indicates an overall satisfaction score of 3.5 or greater on a 5-point scale,
Service Desk KPI03: Customer Satisfaction
	subject to baselining.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.23 Service Desk – Inquiry Acknowledgement
Service Desk KPI04: Inquiry Acknowledgement
Objective	To ensure that email queries are acknowledged in a reasonable time frame.
Definition	Measured by the number of inquiries received by email that are acknowledged within 1 business day (24 hours) divided by the total number of emails received.
Method
Data Capture	Data captured using Supplier’s system.
Measurement Interval	Daily
Method of Calculation	For each Measurement Interval: Acknowledgement percent = [# of inquiries acknowledged within 1 business day) / (total # of inquiries)] * 100
Service Metric
Values	Metrics.
Performance Target	100% (subject to baselining) of user emails are acknowledged within 1 business day.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.
3.24 Service Desk – Resolution of Escalated Cases
Service Desk KPI05: Resolution of Escalated Cases
Objective	To ensure that cases escalated to Tier II (Supplier Transaction Processing Team) are resolved in a reasonable time frame.
Definition	Measured by the number of cases escalated to Tier II or resolved within two business days divided by the number of cases escalated to Tier II.
Method
Data Capture	Data captured using Supplier’s system
Measurement Interval	Daily
Method of Calculation	For each Measurement Interval: Escalated case resolution percentage = [# of escalated cases resolved within 2 business day) / (# of escalated cases)] * 100

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 12

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Service Desk KPI05: Resolution of Escalated Cases
Service Metric
Values	Metrics.
Performance Target	95.0% (subject to baselining) of cases escalated to Tier II resolved within 2 Business Days. In Scope: Incidents escalated to Tier II – Benefits Incidents escalated to Tier II – ER Incidents escalated to Tier II – LOA Incidents escalated to Tier II – Recruiting/Fulfillment
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

3.25 Service Desk – Escalated Cases to LS&Co.

Service Desk KPI06: Escalated Cases to LS&Co.
Objective	To ensure the number of escalated cases to Tier III (LS&Co.) are genuine escalations.
Definition	Number of cases accurately routed to Tier III as per the process guidelines.
Method
Data Capture	Data captured using Supplier’s system.
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: (Total number of cases escalated to Tier III– number of cases escalated inaccurately to Tier III ) / total number of escalated cases to Tier III *100
Service Metric
Values	Metrics
Performance Target	99% subject to baselining
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

3.26 Service Desk – Service Desk Availability

Service Desk KPI07: Service Desk Availability
Objective	To ensure that Supplier call center is available to LS&Co. employees.
Definition	Measured as the minutes system is available during the agreed helpdesk shift window per region less scheduled maintenance
Service Desk KPI07: Service Desk Availability
	divided by the total available minutes less scheduled maintenance Outages and downtime stemming from local Supplier telephony outside of Supplier’s responsibility to be excluded from this calculation.
Method
Data Capture	ACD reports and/or telephone system reports indicating network and system is available to process calls.
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: Service desk availability = [(# of minutes the service desk is available) / (# of total minutes during agreed helpdesk shift window)] * 100
Service Metric
Values	Metrics.

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 13

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Performance Target	Call Center is available 99.9% (subject to baselining) of the time to receive calls.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

3.27 Service Desk – Call Abandonment Rate

Service Desk KPI08: Call Abandonment Rate
Objective	To ensure that Supplier answers end-user calls to its customer service desk prior to the user hanging up.
Definition	The call abandonment rate is the proportion of calls that come into Supplier’s customer service desk for which LS&Co. end-users either hang up or are disconnected before Supplier answers the telephone.
Method
Data Capture	The statistics for measuring call abandonment rates are captured via a Supplier-provided ACD (Automatic Call Distribution) system. Supplier will utilize statistics generated by the ACD to produce reporting that allows for the monitoring and tracking of Supplier’s compliance with this Service Level.
Measurement Interval	Daily
Method of Calculation	For each Measurement Interval: Call abandonment = [(# of calls abandoned) / (total # of calls)] * 100
Service Metric
Values	Metrics.
Performance Target	The average call abandonment rate does not exceed 5% (subject to baselining) of total calls received during the Measurement
Service Desk KPI08: Call Abandonment Rate
	Interval.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

3.28 HRIS – Interface Reliability

HRIS KPI01: Interface Reliability
Objective	To ensure that service requests for new interfaces or changes to existing interfaces are implemented into production successfully.
Definition	Success of building interfaces (new or a change) having no defects during the user acceptance testing (UAT) phase.
Method
Data Capture	Reports created from Supplier UAT log.
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: Modification success rate = 1-[(# of changes installed requiring fixes) / (total number of changes applied)] * 100.
Service Matrix
Values	Metrics
Performance Target	95% (subject to baselining) of modification introduced will be cleared during the UAT phase prior to releasing to production environment.

Metric Type The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

3.29 HRIS – Incident Management and Resolution

HRIS KPI02: Incident Management and Resolution
Objective	To ensure that service restoration for incidents that are caused by Supplier supported systems or interfaces (the “Systems”) are completed in a timely and orderly manner to minimize the impact to LS&Co.’s business operations.

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 14

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Definition Supplier will respond and manage all incidents that are escalated to them for the Systems that they are responsible for based on the following severity levels and Incident response time schedule:   •   Severity 1 (Urgent) – System down, business outage, or immediate work stoppage that threatens current and future business operations of LS&Co.   •   Severity 2 (High) – High-impact problem where production is proceeding, but in a significantly impaired fashion; an Incident with a time-sensitive issue important to long-term productivity that is not causing immediate work stoppage.   •   Severity 3 (Medium) – Important issue that does not have significant current productivity impact. In addition severity 3 includes specific outage scenarios as identified and agreed to by LS&Co.

HRIS KPI02: Incident Management and Resolution
	•   Severity 4 (Low) – Minor inconvenience requiring ultimate, but not immediate, restoration. In addition severity 4 includes specific outage scenarios as identified and agreed to by LS&Co.
Method
Data Capture	Incident tracking will be recorded and reported by Supplier. Any service ticket that does not reflect a record of acknowledgement to track against will be considered a failure. To remove any doubt, this means if a service ticket is opened and no updates are provided within the ticket as to its status until closure is performed, even if closure is performed within a reasonable timeframe, it will be considered an acknowledgement failure. Example: A Severity 2 (High) ticket is opened at 2:30 p.m. and closed at 4:30 p.m.; no updates are provided for the ticket until the 4:30 p.m. close time. Although it has been closed in a timely manner, it is considered an acknowledgement failure because it was not updated in a way that allows the service metric of a 60-minute acknowledgement time to be measured. Acknowledgement means that Supplier performs necessary communications and updates to the Service Ticket to ensure LS&Co. is aware of the time work on the Incident was started as well as action taken. Severity 1 and 2 incidents are to be worked on 24x7 until workaround or service restoration is achieved. Severity 3 and 4 incidents are to be worked on a business-hours basis until workaround or service restoration is achieved.
Measurement Interval	Per incident.
Method of Calculation	(1) Number of incidents at each severity level acknowledged within the timeframes specified in the Metrics section below divided by number of Incidents at each correlating severity level. (2) Number of incidents at each severity level resolved or with a workaround in place within the timeframes specified in the service metric section below divided by number of Incidents at each correlating severity level.
Service Metric
Values	Metrics
Performance Target	98% (subject to baselining) or more of:
HRIS KPI02: Incident Management and Resolution
	•   Severity 1 (Urgent) Incidents are acknowledged within two (2 ) hours and are either resolved or have a workaround implemented within one business day following acknowledgement; (an exception here will be in case that Severity 1 is on account of the Workday application unavailability itself or a Workday product defect) and •   Severity 2 (High) Incidents are acknowledged within one (2) hour and are either resolved or have a workaround implemented within one business day following acknowledgement; and •   Severity 3 (Medium) Incidents are acknowledged within 24 hours of ticket opening, during 8:00 AM to 5:00 PM local business hours, and are either resolved or have a work around implemented within 2 business days following acknowledgement; and

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 15

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

	•   Severity 4 (Low) Incidents are acknowledged within 24 hours of ticket opening, during 8:00 AM to 5:00 PM local business hours, and are either resolved or have a work around implemented within 5 business days following acknowledgement. 100% of all incidents are either resolved or have a workaround implemented within 10 business days
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

3.30 HRIS – Problem Management Root Cause Analysis

HRIS SLA01: Problem Management Root Cause Analysis
Service Level Measure	Target Time	Performance Goal (Aspirational Target)	Performance Target	Measurement Interval
Priority 1	3 Calendar days	100%	99% (To be Baselined)	Monthly
Priority 2	5 Calendar days	100%	97% (To be Baselined)	Monthly
Priority 3	15 Calendar days	100%	95%	Monthly
Data Capture	ITSM Tool (Service Now)
Method of Calculation	(Total number of Priority N (N=1,2,3 or 4) problems resolved within Target time within the measurement interval /
HRIS SLA01: Problem Management Root Cause Analysis
Service Level Measure	Target Time	Performance Goal (Aspirational Target)	Performance Target	Measurement Interval
	Total number of Priority N (N=1,2,3 or 4) Problems resolved within the measurement interval) * 100% Note: Resolution Time = Problem Resolved time—Problem Assigned time A problem is considered to be resolved once RCA is submitted
Exclusions	•   Anything with regard to enhancements or pending for Change to be implemented •   Time taken by Customer or Third-Party Vendors in resolving an Incident before it is assigned to the Supplier would be excluded from Supplier’s resolution goal target
Low Volume Clause	•   Low Volume Service Levels: In respect of any Service Level that has low volumes of data points in any given Measurement Interval (i.e., Service Levels where the number of measured data points occurring in a given Measurement Interval is so low that a single failure would result in an Service Level Failure), supplier shall have the right to eliminate one (1) data point from the calculation of compliance with each such Service Level, as applicable.

This will be reported along with Global Apps Service Levels

3.31 HRIS – Change Management Enhancement

HRIS SLA02: Change Management Enhancement
Service Level Measure	Target Time	Performance Goal (Aspirational Target)	Performance Target	Measurement Interval	Calculation Method
Applications promoted to production error free	(Not Applicable)	100%	97%	Monthly	(Total number of Resolved Enhancement CRs without any post production defects within the measurement interval / Total number of Enhancement CRs resolved within the measurement interval) * 100%

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 16

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Enhancements delivered on	Not Applicable	100%	95%	Monthly	(Total number of Resolved Enhancement CRs where Actual
HRIS SLA02: Change Management Enhancement
Service Level Measure	Target Time	Performance Goal (Aspirational Target)	Performance Target	Measurement Interval	Calculation Method
schedule					Implementation date <= Planned Implementation date within Target time within the measurement interval / Total number of Enhancement CRs resolved within the measurement interval) * 100%
Turnaround enhancements estimates (effort)	5 Calendar days	100%	95%	Monthly	(Total number of Enhancements requests responded within the target time/ Total number of Enhancements requests received within the measurement interval) * 100% NOTE: Provided the target time falls within the measurement interval
Data Capture Exclusions	ITSM Tool (Service Now)
	•   Time taken by Customer or Third-Party Vendors in resolving an Incident before it is assigned to the Supplier would be excluded from Supplier’s resolution goal target
Low Volume Clause	•   Low Volume Service Levels: In respect of any Service Level that has low volumes of data points in any given Measurement Interval (i.e., Service Levels where the number of measured data points occurring in a given Measurement Interval is so low that a single failure would result in an Service Level Failure), supplier shall have the right to eliminate one (1) data point from the calculation of compliance with each such Service Levels, as applicable.

This will be reported along with Global Apps Service Levels

3.32 HRIS – HR Portal Availability

HRIS KPI03: HR Portal Availability
Objective	To ensure that LS&Co. employees have access to the HR portal on an as-needed basis.
HRIS KPI03: HR Portal Availability
Definition	The percentage time the HR portal is accessible by LS&Co. employees.
Method
Data Capture	Reports indicating employee has access to the portal and the system is able to process employee requests.
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: Availability = [(# of minutes HR portal not available) / (total # of minutes in measurement interval)] * 100 Note: Total minutes available in a Measurement Interval excluding scheduled downtime.
Service Metric
Values	Metrics
Performance Target	Availability is equal to or greater than 99%. (subject to baselining)

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 17

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Metric Type The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

3.33 HRIS – HR Portal Speed

HRIS KPI04: HR Portal Speed
Objective	To ensure that LS&Co. employees can access the HR portal in a reasonable amount of time.
Definition	The time it takes for LS&Co. employees to access the HR portal.
Method
Data Capture	Reports indicating speed of HR portal.
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: TBD pending determination of metric and mechanism to track the metric.
Service Metric
Values	Metrics
Performance Target	TBD
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

3.34 HRIS – HR Portal Speed to Update

HRIS KPI05: HR Portal Speed to Update
Objective	To ensure that the Supplier updates the HR portal in a timely manner.
Definition	Measured as the percentage of updates provided by LS&Co. completed within 24 hours and 72 hours.
Method
Data Capture	Report prepared by Supplier from their request tracking system showing request date and completion date compared to agreed turnaround times as identified in the service metric sections below.
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: Speed to update 1 = [(# of updates completed within 24 hours of request) / (# of updates requested)] *100 Speed to update 2 = [(# of updates completed within 72 hours of request) / (# of updates requested)] *100
Service Metric
Values	Metrics
Performance Target	Performance Target is achieved when 99.0% of updates are on the portal within 24 hours (subject to baselining) of request and 100% of updates within 72 hours (subject to baselining)
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

3.35 HRIS – Reporting Accuracy and Timing

HRIS KPI06: Reporting Accuracy and Timing
Objective	To measure the accuracy and timeliness of performance reporting by Supplier.
Definition	The percentage of performance reports that are generated and delivered error-free and on time within the scheduled reporting timeframe. Service Level applies to all measured services that are reported as part of standard monthly or quarterly reports.

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 18

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Method
Data Capture	Status report prepared by Supplier showing the agreed to performance that are delivered to LS&Co. accurately and on time.
Measurement Interval	Monthly
Method of Calculation	For each Measurement Interval: Performance report quality = [(# of accurate and on time reports) / (# of performance reports)] * 100
Service Metric
Values	Metrics
HRIS KPI06: Reporting Accuracy and Timing
Performance Target	Performance Target is achieved when Supplier delivers standard performance reports that are 99% (subject to baselining) error-free within 5 business days of expected receipt as defined elsewhere in the agreement.
Increased Impact	Increased impact is when reports are less than 95% error free, or are not delivered to LS&Co. within 10 business days of expected receipt.
Metric Type	The following Service Level is promotable to a Critical Service Level at the election of LS&Co.

LS&Co. – Exhibit 3.1 – Service Level Definitions – Human Resource Services Page 19

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 3

SERVICE LEVEL MANAGEMENT

ATTACHMENT 3.2

SERVICE LEVEL DEFINITIONS – FINANCE SERVICES

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	Introduction.		1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
	1.4	Completion of Service Level Definitions	1
2.	Critical Service Levels.		1
	2.1	Accounts Payable	1
	2.2	Travel & Expense (T&E)	3
	2.3	Payroll	5
	2.4	Accounts Receivable	6
	2.5	General Accounting	10
	2.6	Inventory Accounting	12
	2.7	Treasury Transactions	13
	2.8	Internal Reporting	14
	2.9	Indirect Procurement	14
	2.10	Technology and Master Data Management	16

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

1.1 General. This Attachment describes each Service Level. For each Service Level this Attachment details the applicable Performance Target, the method for measuring the Service Level and the formula for calculating achievement of the Performance Target. For each Critical Service Level, the Weighting Factor applicable at the Effective Date shall be as set forth in this Attachment.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

1.4 Completion of Service Level Definitions. The Service Levels included in this Attachment at the Effective Date reflect the Parties’ best efforts to define the applicable Service Levels for the Service (and applicable Performance Targets and Service Level Credits). After the Effective Date, the Parties shall work in good faith with each other to finalize the list of Service Levels (and the associated Performance Targets and Service Level Credits) that will be applicable to Supplier’s performance of the Services after the applicable Commencement Date. Despite the foregoing, the Parties agree that this Attachment shall not be amended without the mutual written agreement of both Parties.

2. CRITICAL SERVICE LEVELS.

2.1 Accounts Payable
Accounts Payable SL01: Accounts Payable – Non-Urgent Invoice Processing-Timeliness
Objective	Turn-around of time of non-urgent invoices
Definition	% of total non-urgent invoices processed within the agreed timeframe Definition of Processed and Timeframe: An invoice is considered “processed” if it is approved, pended, declined, or routed. All invoices must be processed within two business days from the receipt of invoice, based on a FIFO (First in-First-out) prioritization.
Accounts Payable SL01: Accounts Payable – Non-Urgent Invoice Processing-Timeliness
	On the last business day of the month, Supplier must process all invoices received by 8:00 PM local country time on the same day. Supplier must also ensure all “past due” invoices (i.e., current date exceeds invoice date plus payment term window) received by 8:00 PM local country time on the last business day of the month are processed on the same day.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (reported weekly)
Method of Calculation	(Total non-urgent invoices processed within the agreed timeframe / Total non-urgent invoices processed during the measurement interval)*100
Performance Target
Performance Target	Performance Target is achieved when 99% of non-urgent invoices are turned around within the agreed timeframe and in accordance LS&Co. stipulations.
Metric Type	Critical Service Level
Accounts Payable SL02: Accounts Payable – Invoice Processing- Accuracy
Objective	Accuracy of all invoice processing
Definition	% of total invoices posted accurately Definition of Posted and Accuracy: An invoice is considered “posted” if it is has been posted in SAP. An invoice is considered “accurate” if it is complete and error-free. Criteria regarding what makes an invoice error free can be discussed during Transition Analysis/Knowledge Acquisition but will not result in an all-encompassing checklist that would make an invoice error free.

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (reported weekly)
Accounts Payable SL01: Accounts Payable – Non-Urgent Invoice Processing-Timeliness
Method of Calculation	(Total invoices posted accurately (i.e. vendor name, vendor #, amount, PO, GL Code, invoice date, invoice number etc) / Total invoices posted during the measurement interval)*100
Performance Target
Performance Target	Performance Target is achieved when 99% of invoices are turned around accurately.
Metric Type	Critical Service Level
Accounts Payable SL03: Accounts Payable – Urgent Invoices-Timeliness
Objective	Turn-around of time of Urgent Invoices (TBD definition of Urgent invoices)
Definition	% of total Urgent Invoices posted within agreed timeframe Definition of Posted and Timeframe: An urgent invoice is considered “posted” if it is entered into SAP. Urgent invoices must be posted and ready to pay on the next payment run (as per regional banking schedule).The schedule will be further discussed during TA/KA.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (reported weekly)
Method of Calculation	(Total invoices posted within the agreed timeframe / Total invoices posted during the measurement interval)*100
Performance Target
Performance Target	Performance Target is achieved when 100% of invoices are turned around within the agreed timeframe
Metric Type	Critical Service Level
Accounts Payable SL04: Accounts Payable – Query Response and Resolution-Timeliness
Objective	Timeliness of query response and resolution
Definition	1. % queries responded within the agreed timeframe 2. % queries resolved within the agreed timeframe
Accounts Payable SL01: Accounts Payable – Non-Urgent Invoice Processing- Timeliness
	Definition of Responded and Timeframe: A query is considered “responded” if it is resolved, pended or routed as per the appropriate handoffs. All queries must be responded within a day. Queries include phone calls, voice mails, and emails. Definition of Resolved and Timeframe: A query is considered “resolved” if it is resolved, escalated per desktop procedures or closed. All queries must be resolved within two business days.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (reported weekly)
Method of Calculation	1. (Queries responded within agreed timeframe / Total queries handled)*100 2. (Queries resolved within agreed timeframe / Total queries handled)*100
Performance Target
Performance Target	1. Performance Target is achieved when 98% of queries are responded within the agreed timeframe 2. Performance Target is achieved when 98% of queries are resolved within the agreed timeframe

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Metric Type	Critical Service Level
Accounts Payable SLI01: Accounts Payable– Payments Processing- On Time Payments
Objective	Measure the on-time payments to vendors
Definition	% of total vendor payments made within payment terms Criteria to determine and factor in delayed payments attributable to delay in receipt of invoices at Supplier, delayed resolution by LS&Co/vendors to release the invoice block/provide clarification/approve etc in calculating Supplier’s performance will be discussed during Transition
Accounts Payable SLI01: Accounts Payable– Payments Processing- On Time Payments
	Analysis/Knowledge Acquisition phase Definition of Payment Terms: A list of Payment Terms will be delivered during TA / KA
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (reported weekly)
Method of Calculation	(Total invoices paid within the payment terms per SAP / Total invoices paid)*100
Performance Target
Performance Target	Expected Performance Target is achieved when 99% of total vendor payments made within payment terms
Metric Type	Critical Service Level
Accounts Payable SL02: Accounts Payable– Invoice Processing- Average Cycle Time
Objective	Invoice processing average cycle time
Definition	Average cycle time of invoices processed and ready for payment in a measurement period
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Weekly (reported monthly)
Method of Calculation	Average of cycle time (invoice date to ready for payment date) of all the invoices processed in a measurement period (measured in hours)
Performance Target
Performance Target	Performance Target: Performance Target is met when the average cycle time for invoices is 9 days or less. Supplier and LS&CO. to define criteria for determination of factors which need to be duly considered for evaluating Supplier’s performance. For instance, delayed receipt of invoices for processing, delay in reverts from vendors/LS&CO. for exception resolution, etc during the Transition Analysis/Knowledge Acquisition phases. [cycle time reported in hours should demonstrate continuous improvement for critical service measures that would be set forth during TA/KA]
Accounts Payable SLI01: Accounts Payable– Payments Processing- On Time Payments
Metric Type	Critical Service Level

2.2 Travel & Expense (T&E)

SL01: Travel & Expense – Expense Statement Processing- Timeliness
Objective	Timeliness of employee expense report processing

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Definition	% expense reports processed within agreed timeframe Definition of Processed and Timeframe: An expense report is considered “processed” when it is received and has been put into an audit queue or cleared for payment. Reports (less reports returned to LS&Co. due to LS&Co. errors and omissions that prohibit expense processing) submitted to the back office must be processed by 3:00 PM local country time the next business day following FIFO prioritization.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (Monthly)
Method of Calculation	(# of employee expense reports requests processed within agreed timeframe / total # of employee expense reports processed in a measurement period)*100
Performance Target
Performance Target	Performance Target is achieved when 99% of Expense reports are processed within the agreed timeframe as defined above. [Measurement to exclude cases where delayed payment is on account of dependencies on employees/approvers and these will be further defined in TA / KA]
Metric Type	Critical Service Level
SL02: Travel & Expense –Expense Statement Processing- Accuracy
Objective	Accuracy of employee expense report (EER) processing
Definition	% of accurate payment to employees by processing the EERs Definition of Processed and Accuracy: An expense report is considered “processed” when it is received and has been put into an audit queue or cleared for payment. An expense report is considered “accurate” if it is complete and error-free. Criteria regarding what makes an expense report error free can be discussed during Transition Analysis/Knowledge Acquisition but will not result in an all-encompassing checklist that would make an expense report error free.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (Monthly)
Method of Calculation	(# of accurately processed employee expense reports / total # of employee expense reports processed in a measurement period)*100
Performance Target
Performance Target	Performance Target is achieved when 99% of payments made to employees by processing the EERs is accurate
Metric Type	Critical Service Level
SL03: Travel & Expense – Query Response and Resolution- Timeliness
Objective	Timeliness of travel and expense (T&E) query response and resolution
Definition	1. % queries responded within the agreed timeframe 2. % queries resolved within the agreed timeframe Definition of Responded and Timeframe: A query is considered “responded” if it is resolved, pended or routed as per the appropriate handoffs. All queries must be responded within a day. Queries include phone calls, voice mails, and emails. Definition of Resolved and Timeframe: A query is considered “resolved” if it is resolved, escalated per desktop procedures or closed. All queries must be resolved within two business days.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base)))™ Suite
Measurement Interval	Daily (Monthly)

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Method of Calculation	(# of T&E requests responded within agreed timeframe/ total # of T&E requests responded in a measurement period)*100
Performance Target
Performance Target	Performance Target is achieved when 95% of queries are responded within agreed timeframe
Metric Type	Critical Service Level
KP01: Travel & Expense – Cycle time for expense reports
Objective	Measure the cycle time for expense reports
Definition	Average cycle time. Start time is based on the time stamp of when the report is submitted and end time is based on the time stamp when the report is ready for payment Definition for Cycle Time: Cycle time includes time for processing and getting the expense report ready for payment
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (Monthly)
Method of Calculation	Average of cycle time of all expense reports processed in a measurement period (measured in hours)
Performance Target
Performance Target	Process Metric
Metric Type	KPI

2.3 Payroll

SL01: Payroll Timeliness
Objective	Ensure timeliness of employee payments in terms of percentage of payments distributed on time
Definition	Number of payments distributed on time per agreed schedule
SL01: Payroll Timeliness
	Definition of Schedule: Payroll schedules by country will be provided during TA / KA
Method
Data Capture	Captured using the LS&Co. and 3rd party payroll systems /manual files (as appropriate)
Measurement Interval	Bi-weekly (Monthly)
Method of Calculation	Number of payments distributed on time per agreed schedules (total payments minus payments distributed late) in a measurement window divided by total number of payments produced in that period * 100 Definition of Distributed: “Distributed” is defined as when the payments are put into distribution channels (e.g., bank file processed or payment mailed)
Performance Target
Performance Target	Performance Target is achieved when 100% of payments are distributed on time per the agreed schedule
Metric Type	Critical Service Level
SL02: Payroll Accuracy – 3rd party
Objective	Ensure number of third party files delivered accurately
Definition	% of payments distributed on time per agreed schedule Definition of Accuracy: A payment is considered “accurate” if it is complete and error-free. Criteria regarding what makes a payment error free can be discussed during Transition Analysis/Knowledge Acquisition but will not result in an all-encompassing checklist that would make a payment error free.

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Method
Data Capture	Captured using the 3rd party payroll systems/manual files (as appropriate)
Measurement Interval	Bi-weekly, Monthly
Method of Calculation	(Number of 3rd party payroll delivered accurately, as per agreed schedules) / (total number of 3rd party payroll scheduled to be delivered during the measurement window) * 100
Performance Target
SL01: Payroll Timeliness
Performance Target	Performance Target is achieved when 99% of third party files are delivered accurately
Metric Type	Critical Service Level
SL01: Payroll Overpayment
Objective	To ensure payments processed accurately without overpayment
Definition	The percent of payments that do not contain a processing error or incompletion for the measurement window that would result in overpayment
Method
Data Capture	Captured using the LS&Co. or 3rd party payroll system
Measurement Interval	Weekly, Bi-weekly or Monthly
Method of Calculation	(Total number of payments processed—the total number of errors resulting in overpayment) divided by the total number of payments * 100
Performance Target
Performance Target	Performance Target is achieved when 99% of payments do not contain a processing error resulting in an overpayment for the measurement window
Metric Type	Critical Service Level
SL02: Payroll Underpayment
Objective	To ensure payments processed accurately without Underpayment
Definition	The percent of payments that do not contain a processing error or incompletion for the measurement window that would result in underpayment
Method
Data Capture	Captured using the LS&Co. or 3rd party payroll system
Measurement Interval	Weekly, Bi-weekly or Monthly
Method of Calculation	(Total number of payments processed—the total number of errors resulting in underpayment) divided by the total number of payments * 100
SL02: Payroll Underpayment
Performance Target
Performance Target	Performance Target is achieved when 99% of payments do not contain a processing error resulting in an underpayment for the measurement window
Metric Type	Critical Service Level

2.4 Accounts Receivable

SL01: AR – Performance Target Objective
Objective	Timeliness and completeness of manual invoice/credit memo creation
Definition	% of manual invoices / credit memo created within agreed timeframe Definition of Timeframe: All urgent manual invoices / credit memo must be issued within 24 hours. Non-urgent must be issued within 72 hours. On the last business day of the month, Supplier must issue all invoices by 8:00 PM local country time on the same day.

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (Monthly)
Method of Calculation	Urgent Manual Invoices / Credit Memo Sum of all manual invoices issued within 24 Hours (i.e., Process completion time – time stamp < 24 hours) / Total urgent manual invoices. Non-Urgent Manual Invoices / Credit Memo Sum of all manual invoices issued within 72 Hours (i.e., Process completion time – time stamp< 72 hours) / Total non-urgent manual invoices.
Performance Target
Performance Target	Performance Target is achieved when 98% of invoices created within agreed timeframe
Metric Type	Critical Service Level
SL02: AR – Accuracy of Invoices / Credit Memos
Objective	Accuracy of invoices/credit memos created (tracked separately for credit memos, manual invoices and automatic invoices)
Definition	% of invoices / credit memos created accurately Definition of Accurately: An invoice / credit memo is considered “accurate” if it is complete and error-free. Criteria regarding what makes an invoice/credit memo error free can be discussed during Transition Analysis/Knowledge Acquisition but will not result in an all-encompassing checklist that would make an invoice/credit memo error free.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (Monthly)
Method of Calculation	(# of invoices/credit memos raised accurately) / (total # of invoices/credit memos raised in the measurement period) * 100
Performance Target
Performance Target	Performance Target is achieved when 100% of invoices are created accurately

Metric Type	Critical Service Level
SL03: AR – Timelines of Cash Application
Objective	Timeliness of cash application (third party, O&O and country level if enabled within underlying LS&Co. systems)
Definition	% of cash applied in relevant customer accounts within agreed timeframe Definition of Relevant Customer Accounts and Timeframe: All cash application requests have to be processed (applied to customer invoice, account, escalated or suspense account or escalated to LS&Co. /customers per desktop procedures) and accompanied by remittance advice within 24 hours of receipt. “Relevant customer accounts” will be provided during TA / KA
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (Monthly)
Method of Calculation	(Total sum of cash applied within agreed timeframe / Total sum of cash applied for application in a measurement period) * 100
Performance Target
Performance Target	Performance Target is achieved when 99% of cash applied in relevant customer accounts is within agreed timeframe

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Metric Type	Critical Service Level
SL04: AR – Accuracy of Cash Application
Objective	Accuracy of cash application (third party, O&O and country level if enabled within underlying LS&Co. systems)
Definition	% of accurately applied cash out of total cash applied Definition of Accurately: A cash application is considered “accurate” if it is complete and error-free. Criteria regarding what makes a cash application error free can be discussed during Transition Analysis/Knowledge Acquisition but will not result in an all-encompassing checklist that would make a cash application error free.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base Suite
Measurement Interval	Daily (Monthly)
Method of Calculation	(Total sum of cash applied accurately / total sum of cash applied to customer accounts by the team in a measurement period) * 100
Performance Target
Performance Target	Performance Target is achieved when 100% of cash is applied accurately out of total cash applied
Metric Type	Critical Service Level
SL05: AR – Timeliness of Credit Check Request
Objective	Timeliness of credit check request processing
Definition	% of credit check requests processed within agreed timeframe Definition of Processed and Timeframe: All urgent credit check requests received by 3 PM local country time have to be processed within 24 hours. Requests received post 3 PM local country time can be applied the next day and still meet Performance Target. Non-urgent credit checks can be completed within 72 hours of receipt and still meet service request.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (Monthly)
Method of Calculation	Urgent Credit Check Sum of all urgent credit check processed within 24 Hours / Total all urgent credit checks. Non-Urgent Credit Check Sum of all non-urgent credit checks processed within 72 Hours / Total non-urgent credit checks.
Performance Target
Performance Target	Performance Target is achieved when 95% of all credit check types are processed within the agreed timeframe
Metric Type	Critical Service Level
SL02: AR – Collections- Past Due %- Performance Target Objective
Objective	Past-due%
Definition	% cash past-due Definition of Past Due: Past Due is defined as ten calendar days for US accounts and thirty calendar days for Canada and Mexico. Past due for LSE and AMA is ten days. Supplier and LS&Co. to mutually agree during TA/KA criteria to define % past due performance attributable to Supplier versus general customer/business landscape. This is our current business processes and LS&Co. does not anticipate any changes.

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 8

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (Monthly)
Method of Calculation	(# of past due payments/total due payments) * 100
Performance Target
Performance Target	Performance Target is achieved when 95% are not past due
Metric Type	Critical Service Level
SL03: AR – Retail Cash Clearing- Timeliness- Performance Target Objective
Objective	Timeliness of retail cash clearing
Definition	% retail cash applied within agreed timelines Definition of Timeline: All retail cash must be cleared daily
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (Monthly)
Method of Calculation	(# of retail cash applied within agreed timelines / total cash required to be applied in the measurement period)*100
Performance Target
Performance Target	Performance Target is achieved when 99% retail cash is applied within agreed timelines.
Metric Type	Critical Service Level
SL04: AR – Dispute Resolution- Timeliness and recovery % of dispute resolution
Objective	Timeliness of dispute resolution
Definition	% of disputed items beyond 15days Aging of dispute resolution may vary from country to country depending on a variety of reasons. Additional stipulations will be added during TA / KA effort.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (Monthly)
Method of Calculation	(1- (# of disputed items beyond 15 days / total # disputes items in a measurement period))*100
Performance Target
Performance Target	Performance Target is achieved when 90% of disputed items are within 15days of ageing and 95% of disputed items are in a UDM case within 10 days of cash application [Ageing limit applies in all cases unless exceptions are discovered during TA/KA]
Metric Type	Critical Service Level
SL05: AR – Retail Cash- Aging Report
Objective	Track retail cash aging by country
Definition	Retail cash aging reporting
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (Monthly)
Method of Calculation	Per agreed reporting process and desktop procedures
Performance Target
Performance Target	Aged items should be less than 10 days of ageing 95% of the time
Metric Type	Critical Service Level

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 9

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

2.5 General Accounting

SL01: General Accounting – Timely Closure
Objective	Timeliness of month-end tasks to ensure sufficient time for review of financial position before the hard close of GL
Definition	% Month End Tasks completed per the close schedule Definition of Close Schedule: All closing activities must be updated and completed as per the Close Schedule to be provided during TA / KA.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Monthly
Method of Calculation	(# of month end activities performed as per agreed schedule / Total activities required to be performed as per scheduled)*100
Performance Target
Performance Target	Performance Target is achieved when 100% Month End Tasks is completed within agreed timeframe
Metric Type	Critical Service Level
SL02: General Accounting – Accuracy of Month-End Tasks
Objective	Accuracy of month-end tasks to ensure materially accurate financial statements
Definition	% of month-end activities performed accurately as per accounting policies and procedures Definition of Accurately: A month end task is considered “accurate” if it is complete and error-free. Criteria regarding what makes a task error free can be discussed during Transition Analysis/Knowledge Acquisition but will not result in an all-encompassing checklist that would make a task error free. [LS&Co. will provide accounting policies and procedures during TA/KA]
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Monthly
Method of Calculation	(# of month-end activities performed accurately as per accounting manual and principles / Total activities performed as per in a measurement period)*100
Performance Target
Performance Target	Performance Target is achieved when 99% of Month End activities are performed accurately as per accounting policies and procedures
Metric Type	Critical Service Level
SL05: Fixed Assets – Timeliness of Fixed Asset Transactions
	Timeliness of asset additions, deletions & updates
Definition	% asset additions, deletions & updates on invoices processed within a measurement period Definition for Measurement Period: All fixed asset additions, deletions and updates must be processed by the Supplier no later than 12:00 PM local country time on the closing day in accordance with the closing calendar which will be provided during TA / KA. The asset in-service date is the fiscal month in which service began for the asset.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Daily (Monthly)

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 10

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Method of Calculation	(# of asset addition invoices processed within the agreed timeframe (or by period close) / total # of asset addition invoices received in a measurement period) * 100
Performance Target
Performance Target	Performance Target is achieved when 99% of Asset Additions, Deletions and Updates to Invoices are processed within the measurement period
Metric Type	Critical Service Level
SL06: Fixed Assets – Accuracy of Fixed Asset Transactions
Objective	Accuracy of asset additions, updates and disposals.
Definition	% asset additions, updates and disposals processed accurately Definition of Accurately: A transaction is considered “accurate” if it is complete and error-free. A transaction is considered “accurate” if it is complete and error-free. Criteria regarding what makes a transaction error free can be discussed during Transition Analysis/Knowledge Acquisition but will not result in an all-encompassing checklist that would make a transaction error free.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base Suite
Measurement Interval	Daily (Monthly)
Method of Calculation	(# of asset addition, updates and disposals invoices processed accurately (i.e., capturing all asset information such as GL, Sub GL, asset code, invoice #, invoice date, etc.)/ total # of asset addition updates and disposals invoices processed in a measurement period) * 100
Performance Target
Performance Target	Performance Target is achieved when 99% of Asset additions, updates and disposals of Invoices are processed Accurately
Metric Type	Critical Service Level
SL07: Reconciliations– Timeliness of Reconciliations
Objective	Timeliness of all the reconciliations (including intercompany reconciliations)
Definition	% of reconciliations performed within agreed timeframe
	Definition of Timeframe: Reconciliations classified as “high-risk” must be done by Workday 3 (“high-risk” account list will be provided during TA / KA). Remaining reconciliations must be completed by day 10 of closing. Reconciling item descriptions must be comprehensive and / or proven mathematically (i.e. FX). All reconciliations must be processed through Blackline and have appropriate approval.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Monthly
Method of Calculation	“High risk” Reconciliations (# of “high-risk” reconciliations performed within the agreed timeframe/ total # of “high-risk” reconciliations required to be performed in the measurement period)*100 “All other” Reconciliations (# of “all other” reconciliations performed within the agreed timeframe/ total # of “all other” reconciliations required to be performed in the measurement period)*100
Performance Target
Performance Target	Performance Target is achieved when 100% of reconciliations are performed within the agreed timeframe
Metric Type	Critical Service Level

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 11

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

KPI01: General Accounting –Number of Days to Close –
Objective	Number of Days to Close
Definition	Number of days from fiscal period end to final “HFM load” and KPI
Method
Data Capture	SAP / HFM
Measurement Interval	Monthly
Method of Calculation	Count the number of days
Performance Target
Performance Target	Process Metric
Metric Type	KPI

2.6 Inventory Accounting

SL01: Inventory Accounting– Timelines of Inventory Adjustments
Objective	Timeliness of inventory adjustments that are uploaded and posted to enable smooth GL close
Definition	% adjustments done within agreed timelines Definition of Timelines: All inventory adjustments must be uploaded and posted to the system on the same day, if received by 3 PM local country time based on a FIFO (First in-First-out) prioritization. Adjustment requests received post 3 PM local country time may be uploaded and posted to the system the next business day and still meet the Performance Target. On the last business day of the month, Supplier must upload and post to the system all adjustments received by 8:00 PM local country time on the same day.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Monthly
Method of Calculation	(# of adjustments processed within agreed timeline during the measurement period / Total adjustments done during the measurement period)*100
Performance Target
Performance Target	Performance Target is achieved when 99% of adjustments are done within the agreed timelines
Metric Type	Critical Service Level
SL02: Inventory Accounting – Timelines of store data reconciliations
Objective	Timeliness of store data reconciliations
Definition	Store data reconciled within agreed timelines Definition of Timelines: All store data reconciliations must be processed on the same day if received by 3 PM local country time based on a FIFO (First in-First-out) prioritization. Adjustment requests received post 3 PM local country time may be processed the next business day and still meet the Performance Target. On the last business day of the month, Supplier must process all reconciliations received by 8:00 PM local country time on the same day. During physical inventory, store data reconciliation must be performed in accordance with the retail inventory calendar published prior to each such physical inventory.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Monthly or upon physical inventory
Method of Calculation	Store data reconciled within agreed timeframe during the measurement window

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 12

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Performance Target
Performance Target	Performance Target expectation is achieved when 95% of the store data is reconciled within the agreed timelines
Metric Type	Critical Service Level
SL01: Inventory Accounting – Accuracy of Inventory Adjustments
Objective	Accuracy of inventory adjustments
Definition	% inventory adjustments completed accurately Definition of Accurately: An inventory adjustment is considered “accurate” if it is complete and error-free. Criteria regarding what makes an inventory adjustment error free can be discussed during Transition Analysis/Knowledge Acquisition but will not result in an all-encompassing checklist that would make an inventory adjustment error free.
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Monthly or as required by physical count
Method of Calculation	(# of inventory adjustments done accurately / Total # of inventory adjustments performed during the measurement window)*100
Performance Target
Performance Target	Performance Target is achieved when 100% Inventory Adjustments is done accurately Critical Service Level

Metric Type

2.7 Treasury Transactions

SL01: Treasury Transactions – Timelines of in-house Bank Statements
Objective	Timeliness of in-house bank statement generation
Definition	% in-house bank statements generated within the agreed timelines Definition of Timelines: All bank statements must be processed on the same day if received by 3 PM local country time based on a FIFO (First in-First-out) prioritization. Adjustment requests received post 3 PM local country time may be processed the next business day and still meet the Performance Target. On the last business day of the month, Supplier must process all adjustments received by 8:00 PM local country time on the same day. [local country timeline requirements to be validated during TA / KA]
Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Monthly
Method of Calculation	(# of in-house bank statements generated within the agreed timelines / Total in-house bank statements generated)*100
Performance Target
Performance Target	Performance Target is achieved when 99% in-house Bank Statements are generated within the agreed timelines
Metric Type	Critical Service Level
SL02: Treasury Transactions – Accuracy of Rate Updates
Objective	Accuracy of rate updates in the system (forex, cost rates, etc.)
Definition	% of rates updated accurately Definition of Accurately: A rate update is considered “accurate” if it is complete and error-free. Criteria regarding what makes a rate update error free can be discussed during Transition Analysis/Knowledge Acquisition but will not result in an all-encompassing checklist that would make a rate update error free.

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 13

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Method
Data Capture	Underlying LS&Co. Technology Framework/ Base))) Suite
Measurement Interval	Monthly
Method of Calculation	(# rates updated accurately/ Total rates uploaded in the measurement period)*100
Performance Target
Performance Target	Performance Target is achieved when 100% of rates are updated accurately
Metric Type	Critical Service Level
2.8 Internal Reporting
Internal Reporting SL01:– Timeliness- Performance Target Objective
Objective	Timely creation and delivery of internal and ad hoc report requests
Definition	# of reports delivered as per agreed timeline Definition of Timeline: During the report request, a timing target would be set by the requestor.
Method
Data Capture	BASE
Measurement Interval	Ad Hoc
Method of Calculation	# of reports delivered on time / total # of reports to be generated
Performance Target
Performance Target	Performance Target is achieved when 90% of all reports are delivered on time
Metric Type	Critical Service Level
Internal Reporting SL02:– Accuracy of Reports
Objective	Accuracy of reports generated
Definition	# of reports generated accurately Definition of Accurately: A report is considered “accurate” if it is complete and error-free. Criteria regarding what makes a report error free can be discussed during Transition Analysis/Knowledge Acquisition but will not result in an all-encompassing checklist that would make a report error free.
Method
Data Capture	BASE
Measurement Interval	Ad Hoc
Method of Calculation	# of accurate reports delivered / total # of reports generated
Performance Target
Internal Reporting SL01:– Timeliness- Performance Target Objective
Performance Target	Performance Target is achieved when 95% of reports generated are accurate
Metric Type	Critical Service Level
2.9 Indirect Procurement
Indirect Procurement SL01: PO Creation Cycle Time
Objective	Measure the cycle time for PO creation
Definition	Average cycle time to create a PO from the requisition within the agreed timeframe Definition of timeframe: All urgent POs must be created within 24 hours of requisition. All non-urgent POs must be created within 48 hours of requisition.
Method
Data Capture	BASE))), SAP
Measurement Interval	Monthly
Method of Calculation	Within a measurement period, calculate: Urgent PO Creation Sum of all Urgent PO created within 24 Hours / Total number of all Urgent POs created Non-Urgent PO Creation Sum of all non-urgent PO created within 48 Hours / Total number non-urgent POs created.

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 14

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Performance Target
Performance Target	Performance Target is achieved when 98% of POs are created within the respective stipulated timeframe
Metric Type	Critical Service Level
Indirect Procurement SL02: Vendor Set-Up Cycle Time – Performance Target Objective
Objective	Measure the cycle time for vendor set-up
Definition	Average time to create a vendor from the requisition within the agreed timeframe
Indirect Procurement SL02: Vendor Set-Up Cycle Time – Performance Target Objective
	Definition of timeframe: All urgent vendor set-up requests have to be completed in 1 business day. All non-urgent vendor set-up requests have to be completed in 5 business days.
Method
Data Capture	BASE))), SAP
Measurement Interval	Monthly
Method of Calculation	Urgent Vendor Set-Up Requests Sum of all Urgent vendor Set-Up requests completed within 1 business day (i.e., Process completion time – time stamp<1 business day) / Total urgent vendor set-up requests completed. Non-Urgent Vendor Set-Up Requests Sum of all Non-Urgent Vendor Set-Up requests issued within five days (i.e., Process completion time – time stamp<5 days) / Total non-urgent Vendor Set-Up requests completed
Performance Target
Performance Target	Performance Target is achieved when 100% of all urgent vendor set-up requests are completed within the respective stipulated timeframes Performance Target is achieved when 98% of all non-urgent vendor set-up requests are completed within the respective stipulated timeframes
Metric Type	Critical Service Level
In direct Procurement SL02: Quality– Performance Target Objective
Objective	Measure the accuracy of the request processed
Definition	% requests processed accurately Definition of Accurately: A processed request is considered “accurate” if it is complete and error-free. Criteria regarding what makes a processed request error free can be discussed during Transition Analysis/Knowledge Acquisition
In direct Procurement SL02: Quality– Performance Target Objective
	but will not result in an all-encompassing checklist that would make a processed request error free.
Method
Data Capture	SAP & Base)))
Measurement Interval	Monthly
Method of Calculation	Total no of request processed first time correct (in a given period)/ Total no of request processed (during the same above mentioned time period)*100
Performance Target
Performance Target	Performance Target is achieved when 99% requests are processed accurately.
Metric Type	Critical Service Level
KPI01: Average Vendor Set-Up Cycle Time
Objective	Measure the average cycle time for vendor set-up
Definition	Average time to create a vendor from the requisition

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 15

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Method
Data Capture	BASE))), SAP
Measurement Interval	Monthly
Method of Calculation	Average length of time from receipt of request to vendor creation – based on time stamped requisition and creation
Performance Target
Performance Target	Process Measure
Metric Type	KPI
Indirect Procurement KPI02: Closing PO
Objective	Report the total # of closing POs
Definition	Report the total # of closed POs in the system
Method
Data Capture	SAP & Base)))
Measurement Interval	Quarterly
Indirect Procurement KPI02: Closing PO
Method of Calculation	Number of closed POs in the system
Performance Target
Performance Target	Process Metric
Metric Type	KPI
Indirect Procurement KPI03: Retro PO
Objective	Report the total # of retroactive POs
Definition	% retroactive POs created
Method
Data Capture	SAP & Base)))
Measurement Interval	Monthly
Method of Calculation	Total # of POs issued as retroactive (in a given period) / Total no of POs issued (during the same above-mentioned time period)*100
Performance Target
Performance Target	Process Measure (Reporting Metric only)
Metric Type	KPI
2.10 Technology and Master Data Management
SL01: Turnaround time MDM
Objective	Timeliness of master data request processing
Definition	% requests processed within the agreed timelines Definition of Timelines: All Master Data requests must be processed within 24 hours based on a FIFO (First in-First-out) prioritization unless defined as “Urgent”. Non-urgent Master Data requests received post 3 PM local country time may be processed the next business day and still meet the Performance Target. Urgent Master Data requests have to be closed out on the same day if received by 5 PM local country time.
SL01: Turnaround time MDM
	[This needs to be further discussed during TA/KA due to the different types of Master Data]
Method
Data Capture	SAP & Base)))
Measurement Interval	Monthly
Method of Calculation	(Total # of requests processed (in a given period) / Total # of request received (during the same abovementioned time period))* 100
Performance Target
Performance Target	Performance Target is achieved when 97% requests are processed within the agreed timelines

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 16

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Metric Type	Critical Service Level
SL02: Quality MDM
Objective	Measure the accuracy of the request processed
Definition	% requests processed accurately Definition of Accurately: A Master Data is considered “accurate” if it is complete and error-free. Criteria regarding what make the Master Data error free can be discussed during Transition Analysis/Knowledge Acquisition but will not result in an all-encompassing checklist that would make the Master Data error free.
Method
Data Capture	SAP & Base)))
Measurement Interval	Monthly
Method of Calculation	Total # of request processed first time correct (in a given period) / Total # of request processed (during the same above-mentioned time period)*100
Performance Target
Performance Target	Performance Target is achieved when 99% requests is processed accurately
Metric Type	Critical Service Level
SL03: Vendor Set-Up Cycle Timeliness - Direct Procurement
SL03: Vendor Set-Up Cycle Timeliness - Direct Procurement
Objective	Measure the timeliness of the cycle time for vendor set-up
Definition	% of total vendor set-up within the agreed timeframe (cycle time) Definition of timeframe: All urgent vendor set-up requests have to be completed in 1 business day. All non-urgent vendor set-up requests have to be completed in 5 business days.
Method
Data Capture	BASE))), SAP
Measurement Interval	Monthly
Method of Calculation	Urgent Vendor Set-Up Requests Sum of all Urgent vendor Set-Up requests completed within 1 business day (i.e., Process completion time – time stamp<1 business day) / Total urgent vendor set-up requests. Non-Urgent Vendor Set-Up Requests Sum of all Non-Urgent Vendor Set-Up requests issued within five days (i.e., Process completion time – time stamp<5 business days) / Total non-urgent Vendor Set-Up requests.
Performance Target
Performance Target	Performance Target is achieved when 100% of all vendor set-up requests are completed within the respective stipulated timeframes
Metric Type	Critical Service Level
KPI01: One-time Vendor Added
Objective	Report the total number of one-time vendor added per business
Definition	# of one-time vendors added
Method
Data Capture	SAP & Base)))
Measurement Interval	Monthly
Method of Calculation	Track and report one-time vendors added
Performance Target
Performance Target	Process Measure
Metric Type	KPI

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 17

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

KPI02: Inactive Vendor List
Objective	Report the total number of inactive vendors in the system
Definition	Report the number of inactive vendors in the system
Method
Data Capture	SAP & Base)))
Measurement Interval	Quarterly
Method of Calculation	# of inactive vendors in the system
Performance Target
Performance Target	Process Measure
Metric Type	KPI
SLA03: Average Vendor Set-Up Cycle Time
Objective	Measure the average cycle time for vendor set-up
Definition	Average time to create a vendor from the requisition
Method
Data Capture	BASE))), SAP
Measurement Interval	Monthly
Method of Calculation	Average length of time from receipt of request to vendor creation – based on time stamped requisition and creation
Performance Target
Performance Target	Process Measure
Metric Type	Critical Service Level

LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 18

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 3

SERVICE LEVEL MANAGEMENT

ATTACHMENT 3.3.1

SERVICE LEVEL DEFINITIONS

INFORMATION TECHNOLOGY SERVICES - NETWORK SERVICES

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	Introduction		1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
2.	Critical Service Levels		1
	2.1	Resolution Service Level	1
3.	Other Service Levels		2
	3.1	Response Service Levels	2
	3.2	Data Center LAN Availability	2
	3.3	Corporate and Distribution center LAN	3
	3.4	Corporate and Distribution center WAN Routers	3
	3.5	Voice Services	3
	3.6	Problem Ticket Resolution Service Level (Root Cause Analysis Submission)	3

LS&Co. – Attachment 3.3.1 – Service Level Definitions – Information Technology Services – Network Services Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

1.1 General. This Attachment describes each Service Level. For each Service Level this Attachment details the applicable Performance Target, the method for measuring the Service Level and the formula for calculating achievement of the Performance Target. For each Critical Service Level, the Weighting Factor applicable at the Effective Date shall be as set forth in this Attachment.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. CRITICAL SERVICE LEVELS.

2.1 Resolution Service Level

Resolution SLA

Objective Resolution Service Level: This Service Level measures the Supplier’s effectiveness in resolving Incidents within the resolution time target as described below

Severity levels	Resolution Time	Performance Target	Measurement Interval
Priority 1	4 clock hours	95%	Monthly
Priority 2	8 clock hours	95%	Monthly
Priority 3	72 clock hours	95% (To be baselined)	Monthly
Priority 4	120 clock hours	95% (To be baselined)	Monthly

	Methods
Data Capture	ITSM Tool (Service Now)
Method of Calculation	This Service Level is calculated as the ratio of particular severity of Incidents that are resolved in time to total number of Incidents of that severity level with the result expressed as a percentage. Start time is when the Incident is assigned to the Supplier and end time is the timestamp when the Incident is resolved and set to resolved status by the Supplier.
Exclusions	•	Support for any hardware or software that is end of service life will be best efforts only
	•	All devices, which are not SNMP enabled and cannot be monitored using tools, will be excluded from service levels.
	•	Time taken by Customer or Third-Party Vendors in resolving an Incident before it is assigned to the Supplier would be excluded from Supplier’s resolution goal target
Resolution SLA
Low Volume Clause	•	Low Volume Service Levels: In respect of any Service Level that has low volumes of data points in any given Measurement Interval (i.e., Service Levels where the number of measured data points occurring in a given Measurement Interval is so low that a single failure would result in an Service Level Failure), supplier shall have the right to eliminate one (1) data point from the calculation of compliance with each such Service Level, as applicable.

LS&Co. – Attachment 3.3.1 – Service Level Definitions – Information Technology Services – Network Services Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3. OTHER SERVICE LEVELS

The following Service Level’s represent LS&Co.’s expectation of service delivery process time limits. Specific details of how these will be managed and reported will be determined as part of knowledge acquisition and transition

3.1 Response Service Levels

Response Service Level

Objective Response Service Level: This Service Level measures the supplier’s effectiveness in responding to an incident within the response time target as described below

Severity levels	Accept assignment	Escalate/ Reassign	Performance Target	Measurement Interval
Priority 1	10 minutes	30 minutes	95%	Monthly
Priority 2	30 Min	1 clock hour	95%	Monthly
Priority 3	4 clock hour	12 clock hours	95%	Monthly
Priority 4	8 clock hours	30 clock hours	95%	Monthly

	Methods
Data Capture	ITSM Tool (Service Now)
	•	Support for any hardware or software that is end of service life will be best efforts only
Exclusions	•	All devices, which are not SNMP enabled and cannot be monitored using tools, will be excluded from service levels.
	•	Time taken by Customer or Third-Party Vendors in resolving an Incident before it is assigned to the Supplier would be excluded from Supplier’s resolution goal target
Low Volume Clause	•	Low Volume Service Levels: In respect of any Service Level that has low volumes of data points in any given Measurement Interval (i.e., Service Levels where the number of measured data points occurring in a given Measurement Interval is so low that a single failure would result in an Service Level Failure), supplier shall have the right to eliminate one (1) data point from the calculation of compliance with each such Service Level, as applicable.

3.2 Data Center LAN Availability

NOC SL01– Service Level Agreement
Definition	Data Center LAN Availability (To be baselined)
Performance Target	Data Center LAN shall be Available at least 99.9% of Scheduled Uptime for devices in redundant mode. Data Center LAN shall be Available at least 99.7% of Scheduled Uptime for devices without redundancy.
Method
Data Capture	HP NNMi tool
Measurement Interval	Monthly
Method of Calculation	TBD
Exclusion	Lan Cabling (Excluding patch Cabling)

LS&Co. – Attachment 3.3.1 – Service Level Definitions – Information Technology Services – Network Services Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3.3 Corporate and Distribution center LAN

NOC SL02– Service Level Agreement
Definition	Corporate and Distribution center LAN availability (To be baselined)
Performance Target	LAN shall be Available at least 99.7% of Scheduled Uptime for devices in redundant mode. LAN shall be Available at least 99.5% of Scheduled Uptime for devices without redundancy.
Method
Data Capture	HP NNMi tool
Measurement Interval	Monthly
Method of Calculation	TBD
Exclusion	All devices, which are not SNMP enabled, will be excluded from service levels. Switch ports on ADSL routers are excluded. Store Wi-Fi is currently excluded

3.4 Corporate and Distribution center WAN Routers

NOC SL03– Service Level Agreement
Definition	Corporate and Distribution center WAN Routers availability (To be baselined)
Performance Target	WAN shall be Available at least 99.7% of Scheduled Uptime for devices in redundant mode. WAN shall be Available at least 99.5% of Scheduled Uptime for devices without redundancy.
Method
Data Capture	HP NNMi tool
NOC SL03– Service Level Agreement
Measurement Interval	Monthly
Method of Calculation	TBD
Exclusion	Telecom service provider Routers
3.5  Voice Services
NOC SL04– Service Level Agreement
Definition	Voice Services availability (To be baselined)
Performance Target	Core Voice infrastructure shall be Available at least 99.7% of Scheduled Uptime for devices in redundant mode. Core Voice infrastructure shall be Available at least 99.2% of Scheduled Uptime for devices without redundancy.
Method
Data Capture	HP NNMi tool
Measurement Interval	Monthly
Method of Calculation	TBD
Exclusion	Analog lines are excluded from service levels

3.6 Problem Ticket Resolution Service Level (Root Cause Analysis Submission)

Type	Service Level
Tier 1 systems	5 business days
Production systems (Non-Tier 1)	7 business days
Non-Prod systems	10 business days

• Supplier will provide RCA on problem tickets as necessary

LS&Co. – Attachment 3.3.1 – Service Level Definitions – Information Technology Services – Network Services Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

• Problem Ticket: Supplier will maintain 90% success rate in obtaining resolution of problem ticket assignments. It is expected that Supplier will provide enough L3 resources to achieve 90% success rate without requiring LS&Co. engineering involvement. Engineering teams will provide up to 10 hours per calendar month to assist as necessary.

1. The following common tasks would also include Service Levels (these are examples and are not all inclusive, like said tasks/requests would include the same level Service Levels) If the requests requires a change record that must be represented to the CAB, the completion of the request shall not exceed the proceeding weekend:

a. DNS Requests: 3 business days

b. DHCP Requests: 3 business days

c. IP Address Requests: 1 business days

d. LAN Connections: 3 business days

e. Wireless Configuration Requests: 3 business days

f. Acceleration Device Configuration Requests: 3 business days

g. Infoblock Configuration Requests: 3 business days

h. F5 Configuration Requests: 3 business days

i. Switch/Router Configuration Requests: 3 business days

j. Monitoring Configuration Requests: 3 business days

k. Video/Voice Configuration Requests: 3 business days

l. Network device installation Requests: 3 business days

2. Service Request Ticket: Supplier will maintain 90% success rate in obtaining resolution of service request ticket (RCA submission) assignments. It is expected that Supplier will provide enough L3 resources to achieve 90% success rate without requiring Levi’s engineering involvement. Supplier can tap into the same pool of 10 hours provided by the LS&Co. engineering teams for problem ticket resolution for any assistance as necessary.

3. All other requests will have a 10 business day Service Level

4. Supplier will provide RCA on problem tickets as necessary

5. All documentation will be retained in LS&Co.-owned repository.

LS&Co. – Attachment 3.3.1 – Service Level Definitions – Information Technology Services – Network Services Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 3

SERVICE LEVEL MANAGEMENT

ATTACHMENT 3.3.2

SERVICE LEVEL DEFINITIONS – INFORMATION TECHNOLOGY SERVICES

DESKSIDE SUPPORT

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	Introduction		1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
2.	Critical Service Levels		1
3.	Other Service Levels		2
	3.1	Response Service Level	2
	3.2	Corporate Desk Side Support - Resolve Desktop Systems Problems	2
	3.3	Software IMAC	3
	3.4	Hardware IMAC	3
	3.5	Procurement Services	3
	3.6	Asset Management PC Hardware Accuracy	3
	3.7	Desktop Patch Level Compliance	4
	3.8	PC Image Update	4
	3.9	Retail Deskside Support	5

LS&Co. – Attachment 3.3.2 – Service Level Definitions – Information Technology Services – DeskSide Support Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

1.1 General. This Attachment describes each Service Level. For each Service Level this Attachment details the applicable Performance Target, the method for measuring the Service Level and the formula for calculating achievement of the Performance Target. For each Critical Service Level, the Weighting Factor applicable at the Effective Date shall be as set forth in this Attachment.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. CRITICAL SERVICE LEVELS.

Resolution Service Level

Objective Response Service Level: This Service Level measures the supplier’s effectiveness in responding to an incident within the response time target as described below   Resolution Service Level: This Service Level measures the Supplier’s effectiveness in resolving Incidents within the resolution time target as described below   This Service Level is applicable for remote support only

Severity levels	Resolution Time	Performance Target	Measurement Interval
Priority 1	4 clock hours	95%	Monthly
Priority 2	8 clock hours	95%	Monthly
Priority 3	72 clock hours	95% (To be baselined)	Monthly
Priority 4	120 clock hours	95% (To be baselined)	Monthly

	Methods
Data Capture	ITSM Tool (Service Now)
Method of Calculation	This Service Level is calculated as the ratio of particular severity of Incidents that are resolved in time to total number of Incidents of that severity level with the result expressed as a percentage. Start time is when the Incident is assigned to the Supplier and end time is the timestamp when the Incident is resolved and set to resolved status by the Supplier.
Exclusions	•	Support for any hardware or software that is end of service life will be best efforts only
	•	All devices, which are not SNMP enabled and cannot be monitored using tools, will be excluded from service levels.
	•	Time taken by Customer or Third-Party Vendors in resolving an Incident before it is assigned to the Supplier would be excluded from Supplier’s resolution goal target
Low Volume Clause	•	Low Volume Service Levels: In respect of any Service Level that has low volumes of data points in any given Measurement Interval (i.e., Service Levels where the number of measured data points occurring in a given Measurement Interval is so low that a single failure would result in an Service Level Failure), supplier shall have the right to eliminate one (1) data point from the calculation of compliance with each
Resolution Service Level
		such Service Level, as applicable.

The following device types will be handled via the exception process

• Devices which doesn’t have LS&Co. provided image installed

• Devices which are not accessible using SCCM 2012

LS&Co. – Attachment 3.3.2 – Service Level Definitions – Information Technology Services – DeskSide Support Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

• Devices which are not connected to the Levis network

3. OTHER SERVICE LEVELS.

The following Service Level’s represent LS&Co.’s expectation of service delivery process time limits. Specific details of how these will be managed and reported will be determined as part of knowledge acquisition and transition

3.1 Response Service Level

Response Service Level

Objective Response Service Level: This Service Level measures the supplier’s effectiveness in responding to an incident within the response time target as described below. This Service level is applicable for remote support only

Severity levels	Accept assignment	Escalate/ Reassign	Performance Target	Measurement Interval
Priority 1	10 minutes	30 minutes	95%	Monthly
Priority 2	30 Min	1 clock hour	95%	Monthly
Priority 3	4 clock hour	12 clock hours	95%	Monthly
Priority 4	8 clock hours	30 clock hours	95%	Monthly

		Methods
Data Capture	ITSM Tool (Service Now)
Exclusions	•	Support for any hardware or software that is end of service life will be best efforts only
	•	All devices, which are not SNMP enabled and cannot be monitored using tools, will be excluded from service levels.
	•	Time taken by Customer or Third-Party Vendors in resolving an Incident before it is assigned to the Supplier would be excluded from Supplier’s resolution goal target
Low Volume Clause	•	Low Volume Service Levels: In respect of any Service Level that has low volumes of data points in any given Measurement Interval (i.e., Service Levels where the number of measured data points occurring in a given Measurement Interval is so low that a single failure would result in an Service Level Failure), supplier shall have the right to eliminate one (1) data point from the calculation of compliance with each such Service Level, as applicable.

3.2 Corporate Desk Side Support - Resolve Desktop Systems Problems

Corporate Desk Side SL01– Service Level Agreement
Objective	Corporate Desk Side Support - Resolve Desktop Systems Problem
Corporate Desk Side SL01– Service Level Agreement
Definition	Issues that require a desk side personal to visit should be resolved within the specified timeframes
Performance Target	Executive support Response: 96% of the incidents and requests to be responded with 1 hr. Resolution: 96% of the incidents to resolved within 1 Business Day Executive support at SFO location will continue to be supported by LS&Co. Priority 3 - 96% resolved within 24 business hours at all LS&Co. service locations Priority 4 - 96% resolved within 40 business hours at all LS&Co. service locations
	Method
Data Capture	ServiceNow tool

LS&Co. – Attachment 3.3.2 – Service Level Definitions – Information Technology Services – DeskSide Support Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Measurement Interval	Monthly
Method of Calculation	Continuous Hours between “Assigned” or “Reassigned” status, and “Resolved” or “Resolved/Contacted” status.
3.3  Software IMAC
Corporate Deskside and Retail Desk Side SL02– Service Level Agreement
Objective	Software IMAC
Definition	Completion time of Software installation request for 1-9 units
Performance Target	Software Installs Priority 3 & 4—95% within 5 business days
Method
Data Capture	ServiceNow tool
Measurement Interval	Monthly
Method of Calculation	Time between assignment to second level and completion of service request. Exception: The devices not connected to SCCM will be handled as an exception process
3.4  Hardware IMAC
Corporate Deskside and Retail Desk Side SL03– Service Level Agreement
Objective	Hardware IMAC
Definition	Completion time of Hardware installation request for 1-9 units
Performance Target	Hardware Installs Priority 3 & 4 — 95% within 5 business days
Method
Data Capture	ServiceNow tool
Measurement Interval	Monthly
Method of Calculation	Time between assignment to second level and completion of service request
3.5  Procurement Services
Corporate Deskside and Retail Desk Side SL04– Service Level Agreement
Objective	Procurement Services
Definition	Procurement coordination with OEM vendor / supplier for raising the order for procurement
Performance Target	96% of the approved orders to be placed within 3 business days
Method
Data Capture	ServiceNow
Measurement Interval	Monthly
Method of Calculation	Time between the order is approved by LS&Co. and is entered into the procurement system
3.6  Asset Management PC Hardware Accuracy
Corporate and Retail Deskside SL04– Service Level Agreement
Objective	Asset Management PC Hardware Accuracy
Performance Target	97%
Method
Data Capture	ServiceNow
Measurement Interval	Monthly

LS&Co. – Attachment 3.3.2 – Service Level Definitions – Information Technology Services – DeskSide Support Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Method of Calculation	The following are the reports as a part of the PC Hardware Accuracy.
	•   Physical device in use and not assigned
	•   In use not discovered more than 6 months
	•   On Loan not Assigned
	•   Physical device – Location Blank
	•   Physical device – Purchased Blank
	The  input source of the above reports are from the following
	•   SCCM
	•   ITAM Database
	For example: The report deriving the accuracy is from SCCM, it shows assets found in discovery that were not already located in the ITAM database – this for example provides the compliance report
3.7  Desktop Patch Level Compliance
Desktop Patch Level Compliance SL02– Service Level Agreement
Objective	Desktop Patch Level Compliance
Desktop Patch Level Compliance SL02– Service Level Agreement
Definition	The level of compliance of Patch updates to End User Devices connected to the Network for N-1 Patch release, where N is the current Patch release.
Performance Target	During transition phase, Supplier will determine the current Patch level and success rate for both Corporate and Retail devices to discuss and agree Service Levels For Low and Medium category Patches—95% patching within 90 days For Critical and High Priority patches – As per the agreed time interval and GIS policy.
Method
Data Capture	SCCM 2012
Exception	Devices not connected to the network Devices that cannot be accessed using SCCM 2012 User manual intervention preventing Patch to be deployed
Measurement Interval	Monthly
Method of Calculation	[(Total Number of Devices at N-1 Patch level) / Total Number of Devices)] x 100
3.8  PC Image Update
Image Management – Key Performance Indicator
Objective	PC Image Update
Definition	The amount of time required to update, test, and Updates into an existing Core Image following discussions with LS&Co.
Performance Target	< 30 days for Applications Updates < 60 days for Operating Systems related updates
Method
Data Capture	ServiceNow
Measurement Interval	Monthly

LS&Co. – Attachment 3.3.2 – Service Level Definitions – Information Technology Services – DeskSide Support Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Method of Calculation	The duration of time between (i) Approval from LS&Co. to incorporate agreed Updates into the Core PC Image, and (ii) a new and fully tested Core PC Image is available for Deployment into the environment.
3.9  Retail Deskside Support
Retail Store Services SL01– Service Level Agreement
Objective	Retail Desk Side Support
Retail Store Services SL01– Service Level Agreement
Definition	Applies to hardware for which vendor provides Advanced Exchange and Field Dispatch Services: Priority 1 is defined as the entire store cannot transact Priority 2 is defined as the store is able to transact at a degraded level, shipping receiving is impacted , impact to time entry (Manager PC)
Performance Target	Resolve Hardware Problem – Priority 1- 95% within 24 continuous hours at all LS&CO. Service Locations in the scenario wherein a store personnel is available to troubleshoot. The duration for which Supplier will wait for a store personnel will not be counted against the time The time waiting for 3rd party OEM to ship the device will not count against the time Resolve Hardware Problem – Priority 2—95% within 48 continuous hours at all LS&CO. Service Locations in the scenario wherein a store personnel is available to troubleshoot. The duration for which Supplier will wait for a store personnel will not be counted against the time The time waiting for 3rd party to OEM to ship the device will not count against the time Resolve Hardware Problem – Priority 3 - 95% within 24 business hours at all LS&CO. Service Locations. Business hours are defined as Monday – Friday 8 a.m. to 5p.m. local store time. Resolve Hardware Problem – Priority 4 - 95% within 40 business hours at all LS&CO. Service Locations
Method
Data Capture	ServiceNow tool
Measurement Interval	Monthly
Method of Calculation	Continuous Hours between “Assigned” or “Reassigned” status, and “Resolved” or “Resolved/Contacted” status Supplier to update Service Now with the relevant ticket status during the incident and request life cycle

LS&Co. – Attachment 3.3.2 – Service Level Definitions – Information Technology Services – DeskSide Support Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 3

SERVICE LEVEL MANAGEMENT

ATTACHMENT 3.3.4

SERVICE LEVEL DEFINITIONS – INFORMATION TECHNOLOGY SERVICES

SOC

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	Introduction		1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
2.	Critical Service Levels		1
	2.1	Resolution Service Level	1
	2.2	Critical Service Availability	2
3.	Other Service Levels		3
	3.1	Response Service Level	3
	3.2	Service Requests Ticket Resolution Service Level	3
	3.3	Problem Ticket Resolution Service Level (Root Cause Analysis Submission)	4
	3.4	Individual Server Availability – Critical Services Environment	4
	3.5	Aggregated Server Availability	5
	3.6	Disaster Recovery Service Level for LSA:	6
	3.7	Disaster Recovery Service Level for LSE:	6
	3.8	Disaster Recovery Service Level for AMA:	7
	3.9	Key Performance Indicators	7

LS&Co. – Attachment 3.3.4 – Service Level Definitions – Information Technology Services – SOC Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

1.1 General. This Attachment describes each Service Level. For each Service Level this Attachment details the applicable Performance Target, the method for measuring the Service Level and the formula for calculating achievement of the Performance Target. For each Critical Service Level, the Weighting Factor applicable at the Effective Date shall be as set forth in this Attachment.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. CRITICAL SERVICE LEVELS.

2.1 Resolution Service Level

Resolution Service Level

Objective Resolution Service Level: This Service Level measures the Supplier’s effectiveness in resolving Incidents within the resolution time target as described below

Severity levels	Resolution Time	Performance Target	Measurement         Interval
Priority 1	4 clock hours	95%	Monthly
Priority 2	8 clock hours	95%	Monthly
Priority 3	72 clock hours	95% (To be baselined)	Monthly
Priority 4	120 clock hours	95% (To be baselined)	Monthly

	Methods
Data Capture	ITSM Tool (Service Now)
Method of Calculation	This Service Level is calculated as the ratio Incidents of a particular severity of that are resolved within the resolution time to total number of resolved Incidents of that severity level. Start time is when the Incident is assigned to the Supplier and end time is the timestamp when the Incident is resolved and set to resolved status by the Supplier.
	•  Support for any hardware or software that is end of service life will be best efforts only
Exclusions	•  All devices, which are not SNMP enabled or cannot be monitored using tools, will be excluded from service levels.
	•  Time taken by Customer or Third-Party Vendors in resolving an Incident before it is assigned to the Supplier would be excluded from Supplier’s resolution goal target
Resolution Service Level
	•  OS version which are not supported by VMware would be supported on best effort basis only
Low Volume Clause	•  Low Volume Service Levels: In respect of any Service Level that has low volumes of data points in any given Measurement Interval (i.e., Service Levels where the number of measured data points occurring in a given Measurement Interval is so low that a single failure would result in an Service Level Failure), supplier shall have the right to eliminate one (1) data point from the calculation of compliance with each such Service Level, as applicable.

LS&Co. – Attachment 3.3.4 – Service Level Definitions – Information Technology Services – SOC Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

2.2 Critical Service Availability

Service Availability Service Level-Critical Service

Objective To measure Service Availability. The Service Availability of Critical Services (SAP, Exchange etc.) Service Level measures the availability of critical Service during Scheduled Uptime within the Measurement Interval. Critical Service shall be up and available to the intended Authorized Users and fully functioning as designed during Scheduled Uptime periods within the Measurement Interval.   This Service Level represents Availability per critical Service. The Critical Services will need to be defined during transition.   “Available for Use” shall mean that the Service—is running so as to enable the proper execution of transactions on those Applications that are scheduled to run on such Server and access to updated current data that is intended to be used in conjunction with such Applications.   “Service Scheduled Uptime” shall mean the number of minutes within the applicable Measurement Interval for the Service. For the avoidance of doubt, Service Scheduled Uptime shall not include any scheduled outages.   “Service Downtime” shall mean the total time per calendar month out of the Scheduled Uptime, as measured in minutes that the Service for which availability is being computed, is not Available for Use due to failover issues

Service Category	Equipment/ Product Server	Service Hours		Measurement Interval		Performance Target
Service Availability	Service Availability for Critical Service Critical Service availability		24x7x365		Monthly		99.94	%

	Method
Data Capture	Systems Management Tool and/or ITSM tool & Monitoring System with inter-linkage to ITSM tool suite
Expected Service Level Performance	On a 24x7 basis service uptime / availability
Hours of measurement	Measurement shall take place during the approved Scheduled Uptime for critical service environments during the Measurement Interval.

Service Availability Service Level-Critical Service
Method of Calculation	The “Service Availability of Critical Service” shall be calculated as Service Scheduled Uptime minus service Downtime, divided by service Scheduled Uptime with the result expressed as a percentage.
	•  Schedule downtime would be excluded from the uptime commitment Service Level
	•  Server outages due to the factored beyond the control of the provider would be excluded (Such as Hardware Failure, Bug-Fixes, natural disaster, Facilities etc.)
	•  The application is architected for high availability & resiliency
Exclusions	•  There is redundancy built in all layers of underlying infrastructure. The servers should be available either in cluster mode or highly available through VMWare
	•  Any downtime due to third parties outside of Supplier scope like facilities
	•  The Service Level would be applicable only for the failover Services

LS&Co. – Attachment 3.3.4 – Service Level Definitions – Information Technology Services – SOC Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3. OTHER SERVICE LEVELS

The following Service Level’s represent LS&Co.’s expectation of service delivery process time limits. Specific details of how these will be managed and reported will be determined as part of knowledge acquisition and transition

3.1 Response Service Level

Response Service Level

Objective Response Service Level: This Service Level measures the supplier’s effectiveness in responding to an incident within the response time target as described below

Severity levels	Accept assignment	Escalate/ Reassign	Performance Target	Measurement Interval
Priority 1	10 minutes	30 minutes	95%	Monthly
Priority 2	30 Min	1 clock hour	95%	Monthly
Priority 3	4 clock hour	12 clock hours	95%	Monthly
Priority 4	8 clock hours	30 clock hours	95%	Monthly

	Methods
Data Capture	ITSM Tool (Service Now)
	•  Support for any hardware or software that is end of service life will be best efforts only
	•  All devices, which are not SNMP enabled or cannot be monitored using tools, will be excluded from service levels.
Exclusions	•  Time taken by Customer or Third-Party Vendors in resolving an Incident before it is assigned to the Supplier would be excluded from Supplier’s resolution goal target
	•  OS version which are not supported by VMware would be supported on best effort basis only
Low Volume Clause	•  Low Volume Service Levels: In respect of any Service Level that has low volumes of data points in any given Measurement Interval (i.e., Service Levels where the

Response Service Level

number of measured data points occurring in a given Measurement Interval is so low that a single failure would result in an Service Level Failure), supplier shall have the right to eliminate one (1) data point from the calculation of compliance with each such Service Level, as applicable.

3.2 Service Requests Ticket Resolution Service Level

Type	Service Level
Hardware rack/install	3 business days
OS Install	1 business day for virtual 5 business days for physical (VMware)
Server Readiness activities (Go-live)	5 business days
Server Decommission activities	5 business days
Storage Space	1 business day (virtual), 2 business days (physical)
Data Restores	30 minutes to initiate (Sev1, 2), 1 business day for all other (*all restores must be monitored until completion. Failures must be escalated)
Monitoring	1 business day
Backups	2 business days
VLAN/vSwitch	1 business day – (VMware & HP VC)

LS&Co. – Attachment 3.3.4 – Service Level Definitions – Information Technology Services – SOC Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Type	Service Level
VM Resource Modifications (CPU/RAM)	3 business days
Security Audit/Inspection	5 business days

• All other requests will have a 10 business day Service Level.

• Service Request Ticket: Supplier will maintain 90% success rate in obtaining resolution of service request ticket assignments.

3.3 Problem Ticket Resolution Service Level (Root Cause Analysis Submission)

Type	Service Level
Tier 1 systems	5 business days
Production systems (Non-Tier 1)	7 business days
Non-Prod systems	10 business days

• Note: Supplier will provide RCA on problem tickets as necessary

• Problem Ticket: Supplier will maintain 90% success rate in obtaining resolution of problem ticket

(RCA submission) assignments. It is expected that Supplier will provide enough L3 resources to achieve 90% success rate without requiring Levi’s engineering involvement. Engineering teams will provide up to 10 hours per calendar month to assist as necessary.

3.4 Individual Server Availability – Critical Services Environment

Individual Server Availability – (Critical Services Environment)

Objective To measure Server Availability. The Individual Server Availability of Critical Service environment Service Level measures the availability of individual Server during Scheduled Uptime within the Measurement Interval. Server shall be up and available to the intended Authorized Users and fully functioning as designed during Scheduled Uptime periods within the Measurement Interval.   This Service Level represents Availability per Server of critical Service environment   “Available for Use” shall mean that the Server—including the processor and associated storage devices, cabling, peripherals and other equipment—is running properly so as to enable the proper execution of transactions on those Applications that are scheduled to run on such Server and access to updated current data that is intended to be used in conjunction with such Applications.   “System Scheduled Uptime” shall mean the number of minutes for a server within the applicable Measurement Interval for the System. For the avoidance of doubt, System Scheduled Uptime shall not include any scheduled outages.   “System Downtime” shall mean the total time per calendar month out of the System Scheduled Uptime, as measured in minutes that the System for which availability is being computed, is not Available for Use

LS&Co. – Attachment 3.3.4 – Service Level Definitions – Information Technology Services – SOC Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Service Category	Equipment/ Product             Server	Service             Hours	Measurement             Interval	Performance Target
Individual Server Availability – Critical Services Environment
	Wintel Servers	24x7x365	Monthly	99%
Individual Server Availability	Unix Servers	24x7x365	Monthly	99%
	Linux Servers	24x7x365	Monthly	99%

Method

Data Capture Measurement Interval	Systems Management Tool and/or ITSM tool & Monitoring System with inter-linkage to ITSM tool suite Monthly
Expected Service Level Performance	On a 24x7 basis server uptime / availability
Hours of measurement	Measurement shall take place during the approved Scheduled Uptime for a Server environment during the Measurement Interval.
Individual Server Availability – (Critical Services Environment)
Method of Calculation	The “Individual Server Availability Service Level of Critical Service environment” shall be calculated, for Server, as System Scheduled Uptime minus System Downtime, divided by System Scheduled Uptime with the result expressed as a percentage.
Exclusions	•  Server outages due to the factored beyond the control of the provider would be excluded (Such as Hardware Failure, Bug-Fixes, natural disaster, Facilities etc.) •  Schedule downtime would be excluded from the uptime commitment Service Level

3.5 Aggregated Server Availability

Aggregated Server Availability – (Quality Assurance, Test & Development Servers)

Objective

To measure Service Availability. The Aggregated Server Availability of Quality Assurance, Test & Development Servers Service Level measures the availability of Quality Assurance, Test & Development Servers during Scheduled Uptime within the Measurement Interval. Quality Assurance, Test & Development Servers shall be up and available to the intended Authorized Users and fully functioning as designed during Scheduled Uptime periods within the Measurement Interval. This Service Level represents an average Availability across all Quality Assurance, Test & development Servers. “Available for Use” shall mean that the Server—including the processor and associated storage devices, cabling, peripherals and other equipment—is running properly so as to enable the proper execution of transactions on those Applications that are scheduled to run on such Server and access to updated current data that is intended to be used in conjunction with such Applications. “System Scheduled Uptime” shall mean the number of minutes within the applicable Measurement Interval for the System. For the avoidance of doubt, System Scheduled Uptime shall not include any scheduled outages. “System Downtime” shall mean the total time per calendar month out of the System Scheduled Uptime, as measured in minutes that the System for which availability is being computed, is not Available for Use

LS&Co. – Attachment 3.3.4 – Service Level Definitions – Information Technology Services – SOC Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Service Category	Equipment/ Product             Server	Service             Hours	Measurement             Interval	Performance target
Aggregate Server Availability for Quality Assurance, Test & development Servers
Aggregate Server	Wintel Servers	24x7x365	Monthly	99.9%
Availability	Unix Servers	24x7x365	Monthly	99.9%
	Linux Servers	24x7x365	Monthly	99.9%

Method

Data Capture	Systems Management Tool and/or ITSM tool & Monitoring System with inter-linkage to ITSM tool suite
Expected	On a 24x7 basis server uptime / availability

Aggregated Server Availability – (Quality Assurance, Test & Development Servers)

Service Level Performance
Hours of measurement	Measurement shall take place during the approved Scheduled Uptime for all Servers environments during the Measurement Interval.
Method of Calculation	The “Aggregate Server Availability of Quality Assurance, Test& Development Servers Service Level” shall be calculated, across all Quality Assurance Servers and Test & Development Servers, as System Scheduled Uptime minus System Downtime, divided by System Scheduled Uptime with the result expressed as a percentage.
Exclusions	•  Server outages due to the factored beyond the control of the provider would be excluded (Such as Hardware Failure, Bug-Fixes, natural disaster, Facilities etc.) •  Schedule downtime would be excluded from the uptime commitment Service Level

3.6 Disaster Recovery Service Level for LSA:

As new applications are brought into DR for LSA and LSE, they need to be architected for below RTO/RPO and need to be baselined.

Service Level Objective – RTO/RPO for LSA
Objective
Performance Target	RPO – 1 Hr. RTO – 6 Hr. DR Drills – Half Yearly –(full blown DR exercises)
	Method
Data Capture	To be Decided
Measurement Interval	Half Yearly
Method of Calculation	To be Decided
Exclusion	•  RTO/RPO is agreed for critical applications only. •  RTO/RPO will be met for DR testing as well.

3.7 Disaster Recovery Service Level for LSE:

• Below Service Levels which are not met currently, Supplier will baseline the Service Level as per MSA and post that Service Level’s target would be set

Service Level Objective – RTO/RPO for LSE

Objective

LS&Co. – Attachment 3.3.4 – Service Level Definitions – Information Technology Services – SOC Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Service Level Objective – RTO/RPO for LSE
Performance Target	RPO – 1 Hr. RTO – 6 Hr. DR Drills – Half Yearly

Method

Data Capture	To be Decided
Measurement Interval	Half Yearly
Method of Calculation	To be Decided
Exclusion	•  RTO/RPO is agreed for critical applications only •  RTO/RPO will be met for DR testing as well.

3.8 Disaster Recovery Service Level for AMA:

• AMA does not have a DR facility right now hence below Service Level will be applied once DR for AMA is ready

Service Level Objective – RTO/RPO for AMA
Objective
Performance Target	RPO – 48 Hr. RTO – 24 Hr. DR Drills – Half Yearly

Method

Data Capture	To be Decided
Measurement Interval	Half Yearly
Method of Calculation	To be Decided
Exclusion	•  RTO/RPO is agreed for critical applications only. •  AMA has below four critical applications (DWH, Just Enough, Manugistics & Raymark) •  RTO/RPO will be met for DR testing as well.

3.9 Key Performance Indicators

The following key performance indicators have been agreed upon between the Parties as of the Effective Date.

Managed Server Provisioning	95% within 30 Min for Virtual Server (Using VMware templates) 95% within 4 Hr. for Physical Server
Managed Storage Provisioning	95% within 8 Business Hour
Backup Success Rate	Minimum 98.5%, Expected 99.0%

Security Patch Deployment Service Level

Environment	Low Risk	High Risk	Immediately Critical Risk
PCI	30 days	14 days	7 days
DMZ	30 days	14 days	7 days
SOX	90 days	14 days	7 days
All others	90 days	14 days	7 days

• Security Patch Compliance: Outstanding patch count shall not exceed 1 patch per total server count. For example, if the number of supported servers = 1,000, Supplier may have up to 1,000 outstanding security patches at any given time.

• All documentation will be retained in LS&Co. owned repository

• LS&Co. reserves the right to interview/screen tech leads in each discipline prior to assignment. It is expected that tech leads will then sign off on remaining/additional resources to ensure they meet expected standards.

• All resources should be proficient in English, both verbal and written.

LS&Co. – Attachment 3.3.4 – Service Level Definitions – Information Technology Services – SOC Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 3

SERVICE LEVEL MANAGEMENT

ATTACHMENT 3.3.5

SERVICE LEVEL DEFINITIONS – INFORMATION TECHNOLOGY SERVICES

SERVICE DESK

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	Introduction		1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
2.	Critical Service Levels		1
	2.1	First Level Resolution	1
	2.2	Average Speed to Answer - Voice	1
	2.3	Call Abandon Rate – Phone Response Time	2
	2.4	Web/E-mail Response Time	2
	2.5	Escalation to Tier 2 or Higher	2

LS&Co. – Attachment 3.3.5 – Service Level Definitions – Information Technology Services – Service Desk Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

1.1 General. This Attachment describes each Service Level. For each Service Level this Attachment details the applicable Performance Target, the method for measuring the Service Level and the formula for calculating achievement of the Performance Target. For each Critical Service Level, the Weighting Factor applicable at the Effective Date shall be as set forth in this Attachment.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. CRITICAL SERVICE LEVELS.

2.1 First Level Resolution

Service Desk SL01– Service Level Agreement

Objective	First Level Resolution (To be baselined)
Definition	First Level Resolution is a measure of a service desk’s ability to resolve incidents & Service Requests at Level 1, without having to escalate the ticket to Level 2 , Level 3 (internal IT professionals in applications, networking, the data center, or elsewhere), Field Support, or Supplier support
Performance Target	a.   0-12 months – 45% of all IT Incidents / Requests reported to Service Desk. b.  Year 2 onwards—65% of all IT Incidents / Requests reported to Service Desk. This will be discussed and mutually agreed Continuous improvement program shows progress over time.
Method
Data Capture	ServiceNow
Measurement Interval	Monthly
Method of Calculation	Number of tickets resolved on the first contact / Total Number of contacts received by the service desk

2.2 Average Speed to Answer - Voice

Service Desk SL02– Service Level Agreement

Objective	Average Speed to Answer – Voice
Definition	The period of time measured from the moment the end user’s last automated menu selection in IVR and is placed in the call queue, to the time an agent answers the phone call, measured in seconds
Performance Target	90% of calls to be answered in =< 30 seconds
Method
Data Capture	Service Desk ACD,
Measurement Interval	Monthly
Method of Calculation	Number of calls answered in <30 seconds / total no. of calls received by the service desk during that period – Calls which are abandoned by the user in <=15 seconds

LS&Co. – Attachment 3.3.5 – Service Level Definitions – Information Technology Services – Service Desk Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

2.3 Call Abandon Rate – Phone Response Time

Service Desk SL03– Service Level Agreement

Objective	Call Abandon Rate – Phone Response Time
Definition	All inbound calls presented to the queue that have waited for a service desk analyst for equal to or greater than 30 seconds.
Performance Target	<5% of all voice contacts
Method
Data Capture	Service Desk ACD
Measurement Interval	Monthly
Method of Calculation	Number of abandoned calls (calls that enter the queue and “hang up”) / total no. of calls reached to the service desk

2.4 Web/E-mail Response Time

Service Desk SL04– Service Level Agreement

Objective	Web/E-mail Response Time
Definition	Average Time to respond: notification to end-user submission received
Performance Target	90% within 4 hour during business hours of operation
Method
Data Capture	ServiceNow
Measurement Interval	Monthly
Method of Calculation	Number of Web/E-Mail tickets responded in <4 hours / total no.
Service Desk SL05– Service Level Agreement
	of tickets received by the service desk during that period

2.5 Escalation to Tier 2 or Higher

Service Desk SL05– Service Level Agreement

Objective	Escalation to Tier 2 or higher
Definition	Issues / Requests that cannot be resolved by Service Desk needs to be escalated to respective groups
Performance Target	90% of calls to be escalated in =< 30 minutes
Method
Data Capture	ServiceNow
Measurement Interval	Monthly
Method of Calculation	Number of tickets that are escalated to respective resolver groups in <30 minutes / total no. of tickets that are escalated by the service desk during that period

LS&Co. – Attachment 3.3.5 – Service Level Definitions – Information Technology Services – Service Desk Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 3

SERVICE LEVEL MANAGEMENT

ATTACHMENT 3.3.6

SERVICE LEVEL DEFINITIONS – INFORMATION TECHNOLOGY SERVICES

SECURITY

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1	Introduction		1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
2.	Critical Service Levels		1
	2.1	Resolution Service Level	1
3.	Other Service Levels		2
	3.1	Response Service Levels	2
	3.2	Additional Service Levels	2

LS&Co. – Attachment 3.3.6 – Service Level Definitions – Information Technology Services – Security Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

1.1 General. This Attachment describes each Service Level. For each Service Level this Attachment details the applicable Performance Target, the method for measuring the Service Level and the formula for calculating achievement of the Performance Target. For each Critical Service Level, the Weighting Factor applicable at the Effective Date shall be as set forth in this Attachment.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. CRITICAL SERVICE LEVELS.

2.1 Resolution Service Level

Resolution Service Level

Objective Resolution Service Level: This Service Level measures the Supplier’s effectiveness in resolving Incidents within the resolution time target as described below

Severity levels	Resolution Time	Performance Target	Measurement Interval
Priority 1	4 clock hours	95%	Monthly
Priority 2	8 clock hours	95%	Monthly
Priority 3	72 clock hours	95% (To be baselined)	Monthly
Priority 4	120 clock hours	95% (To be baselined)	Monthly
	Methods

Data Capture	ITSM Tool (Service Now)
Method of Calculation	This Service Level is calculated as the ratio of particular severity of Incidents that are resolved in time to total number of Incidents of that severity level with the result expressed as a percentage. Start time is when the Incident is assigned to the Supplier and end time is the timestamp when the Incident is resolved and set to resolved status by the Supplier.
Low Volume Clause	•  Low Volume Service Levels: In respect of any Service Level that has low volumes of data points in any given Measurement Interval (i.e., Service Levels where the number of measured data points occurring in a given Measurement Interval is so low that a single failure would result in an Service Level Failure), supplier shall have the right to eliminate one (1) data point from the calculation of compliance with each such Service Level, as applicable.

LS&Co. – Attachment 3.3.6 – Service Level Definitions – Information Technology Services – Security Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3. OTHER SERVICE LEVELS

The following Service Level’s represent LS&Co.’s expectation of service delivery process time limits. Specific details of how these will be managed and reported will be determined as part of knowledge acquisition and transition in accordance with Exhibit 8.

3.1 Response Service Levels

Response Service Level

Objective Response Service Level: This Service Level measures the supplier’s effectiveness in responding to an incident within the response time target as described below

Severity levels	Accept             assignment	Escalate/             Reassign	Performance             Target	Measurement             Interval
Priority 1	10 minutes	30 minutes	95%	Monthly
Priority 2	30 Min	1 clock hour	95%	Monthly
Priority 3	4 clock hour	12 clock hours	95%	Monthly
Priority 4	8 clock hours	30 clock hours	95%	Monthly
		Methods

Data Capture

ITSM Tool (Service Now)

Low Volume Clause

•  Low Volume Service Levels: In respect of any Service Level that has low volumes of data points in any given Measurement Interval (i.e., Service Levels where the number of measured data points occurring in a given Measurement Interval is so low that a single failure would result in an Service Level Failure), supplier shall have the right to eliminate one (1) data point from the calculation of compliance with each such Service Level, as applicable.

3.2 Additional Service Levels

Firewalls: Add, remove and modify routing, security policies as per LS&Co.’s business requirement and firewall standard practices. Service Level=5 business days

Web Content Filtering: The Service Level for filter changes is <3 business days.

VPN: Supplier will create and deploy and modify VPN profiles based on user requirements (Service Level=5 business days).

VPN New certificates will be created and delivered within 2 business days.

Applications Security and Software Scanning: Supplier to follow the Service Level defined and agreed for Web application scan reports

LS&Co. – Attachment 3.3.6 – Service Level Definitions – Information Technology Services – Security Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 3

SERVICE LEVEL MANAGEMENT

ATTACHMENT 3.3.7

SERVICE LEVEL DEFINITIONS – INFORMATION TECHNOLOGY SERVICES

APPLICATIONS

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	Introduction.		1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
2.	Critical Service Levels.		1
	2.1	Incident Management Resolution SLAs (non eCommerce)	1
	2.2	Incident Management Resolution SLAs (eCommerce)	1
3.	Other Service Levels		2
	3.1	Incident Management Response SLAs (non eCommerce)	2
	3.2	Incident Management Escalation/Transfer SLAs (non eCommerce)	3
	3.3	Problem Management RCA SLAs	3
	3.4	Change Management Enhancement SLAs	3
	3.5	eCommerce Incident Management Response SLAs	4
4.	Key Performance Indicators		5

LS&Co. – Attachment 3.3.7 – Service Level Definitions – Information Technology Services – Applications Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

1.1 General. This Attachment describes each Service Level. For each Service Level this Attachment details the applicable Performance Target, the method for measuring the Service Level and the formula for calculating achievement of the Performance Target. For each Critical Service Level, the Weighting Factor applicable at the Effective Date shall be as set forth in this Attachment.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. CRITICAL SERVICE LEVELS.

2.1 Incident Management Resolution Service Levels (non eCommerce)

Service Level Measure	Resolution Time	Performance Goal	Performance Target	Measurement Interval
Priority 1	4 clock hours	100%	99% (To be baselined)	Monthly
Priority 2	8 clock hours	100%	97% (To be baselined)	Monthly
Priority 3	4 Calendar days	100%	95%	Monthly
Priority 4	7 Calendar days	To be Baselined	To be Baselined	Monthly
Data Capture	ITSM Tool (Service Now)
Method of Calculation	(Total number of Priority N (N=1,2,3 or 4) incidents resolved within Resolution time within the measurement interval / Total number of Priority N (N=1,2,3 or4) incidents resolved within the measurement interval) * 100% Note: Resolution Time = Incident Resolved time—Incident Assigned time

2.2 Incident Management Resolution Service Levels (eCommerce)

Service Level Measure	Resolution Time	Performance Goal	Performance Target	Measurement Interval	Calculation Method
Priority 1	20 clock minutes	100%	99% (To be Baselined)	Monthly	(Total number of P1 incidents resolved within Resolution Time within the measurement interval / Total number of P1 incidents resolved within the measurement interval) * 100% Note: Resolution Time = Incident Resolved time - Incident Assigned time

LS&Co. – Attachment 3.3.7 – Service Level Definitions – Information Technology Services – Applications Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Service Level Measure	Resolution Time	Performance Goal	Performance Target	Measurement Interval	Calculation Method
Urgent Incident (P2)	3 clock hours	To be Baselined	To be Baselined	Monthly	To be calculated Under P2 resolution, ServiceNOW to be configured specifically for Ecommerce Service Levels
Standard Incident (P3)	12 incident support hours	To be Baselined	To be Baselined	Monthly	To be calculated Under P3 resolution, ServiceNOW to be configured specifically for Ecommerce Service Levels
Data Capture	Jira (Until such time as ServiceNow is implemented to capture the details) ITSM Tool (ServiceNow)

3. OTHER SERVICE LEVELS

The following Service Levels represent LS&Co.’s expectation of service delivery process time limits. Specific details of how these will be managed and reported will be determined as part of knowledge acquisition and transition in accordance with the requirements in Exhibit 8.

3.1 Incident Management Response Service Levels (non eCommerce)

Service Level Measure	Response Time	Performance Goal	Performance Target	Measurement Interval
Priority 1	15 clock minutes	100%	99% (To be baselined)	Monthly
Priority 2	30 clock minutes	100%	97% (To be baselined)	Monthly
Priority 3	1 Calendar day	100%	95%	Monthly
Priority 4	2 Calendar Day	100%	90%	Monthly
Data Capture	ITSM Tool (ServiceNow)
Method of Calculation	(Total number of Priority N (N=1,2,3 or 4) resolved incidents responded within Response time within the measurement interval / Total number of Priority N (N=1,2,3 or 4) incidents resolved within the measurement interval) * 100% Note: Response Time = Incident Acknowledged time - Incident Assigned Time

LS&Co. – Attachment 3.3.7 – Service Level Definitions – Information Technology Services – Applications Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3.2 Incident Management Escalation/Transfer SLAs (non eCommerce)

Service Level Measure	Escalation/Transfer Time	Performance Goal	Performance Target	Measurement Interval
Priority 1	30 clock minutes	To be Baselined	To be Baselined	Monthly
Priority 2	1 clock hours	To be Baselined	To be Baselined	Monthly
Priority 3	2 Calendar Day	To be Baselined	To be Baselined	Monthly
Priority 4	4 Calendar days	To be Baselined	To be Baselined	Monthly
Method of Calculation	(Total Number of Priority N (N=1,2,3 or 4) Incidents Escalated within Escalation/Transfer Time/Total Number of Priority N (N=1,2,3 or 4) Incidents Escalated)*100%

3.3 Problem Management RCA Service Levels

Service Level Measure	Target Time	Performance Goal	Performance Target	Measurement Interval
Priority 1	3 Calendar days	100%	99% (To be baselined)	Monthly
Priority 2	5 Calendar days	100%	97% (To be baselined)	Monthly
Priority 3	15 Calendar days	100%	95%	Monthly
Data Capture	ITSM Tool (ServiceNow)
Method of Calculation	(Total number of Priority N (N=1,2,3 or 4) problems resolved within Target time within the measurement interval / Total number of Priority N (N=1,2,3 or 4) Problems resolved within the measurement interval) * 100% Note: Resolution Time = Problem Resolved time—Problem Assigned time A problem is considered to be resolved once RCA is submitted

3.4 Change Management Enhancement Service Levels

Service Level Measure	Target Time	Performance Goal	Performance Target	Measurement Interval	Calculation Method
Applications promoted to production error free	To be Baselined	100%	97%	Monthly	(Total number of Resolved Enhancement CRs without any post production defects within the measurement interval / Total number of Enhancement CRs resolved within the measurement interval) * 100%

LS&Co. – Attachment 3.3.7 – Service Level Definitions – Information Technology Services – Applications Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Service Level Measure	Target Time	Performance Goal	Performance Target	Measurement Interval	Calculation Method
Enhancements delivered on schedule	To be Baselined	100%	95%	Monthly	(Total number of Resolved Enhancement CRs where Actual Implementation date <= Planned Implementation date within Target time within the measurement interval / Total number of Enhancement CRs resolved within the measurement interval) * 100%
Turnaround enhancements estimates (effort)	5 Calendar days	100%	95%	Monthly	(Total number of Enhancements requests responded within the target time/ Total number of Enhancements requests received within the measurement interval) * 100%
Data Capture	ITSM Tool (ServiceNow)

3.5 eCommerce Incident Management Response Service Levels

Service Level Measure	Response Time	Performance Goal	Performance Target	Measurement Interval	Calculation Method
Critical Incident (P1)	7 minutes	To be Baselined	To be Baselined	Monthly	To be calculated Under P1 response, ServiceNOW to be configured specifically for Ecommerce Service Levels

LS&Co. – Attachment 3.3.7 – Service Level Definitions – Information Technology Services – Applications Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Service Level Measure	Response Time	Performance Goal	Performance Target	Measurement Interval	Calculation Method
Urgent Incident (P2)	15 minutes	To be Baselined	To be Baselined	Monthly	To be calculated Under P2 response, ServiceNOW to be configured specifically for Ecommerce Service Levels
Standard Incident (P3)	30 minutes	To be Baselined	To be Baselined	Monthly	To be calculated Under P3 response, ServiceNOW to be configured specifically for Ecommerce Service Levels

Data Capture •  Jira (Till ServiceNow is implemented to capture the details)   •  ITSM Tool (Service Now)

4. KEY PERFORMANCE INDICATORS

The following key performance indicators have been agreed upon between the Parties as of the Effective Date. Supplier shall measure and report on its performance of these key performance indicators in accordance with the requirements for Service Levels.

S. No	Service Area	KPI	KPI Type	Measurement Interval	Calculation Method
1	Incident Management	Incident Aging for Priority 2 incidents	Quantitative	Monthly	Percentage of IT Priority 2 Incidents during a Measurement Interval that are Not Restored/Restored by Supplier within the required period vs Total no of P2 incidents.
2	Incident Management	Incident Aging for Priority 3 incidents	Quantitative	Monthly	Percentage of IT Priority 3 Incidents during a Measurement Interval that are Not Restored/Restored by Supplier within the required period vs Total no of P3 incidents.
3	Incident Management	Number of avoidable incidents	Quantitative	Monthly	Measured as # of incidents caused by CR implemented.
4	Problem Management	Problems Aging for Priority 1 incidents	Quantitative	Monthly	Percentage of IT Priority 1 Problems during a Measurement Interval that are Not Restored/Restored by Supplier within the required period vs Total no of P1 Problems.

LS&Co. – Attachment 3.3.7 – Service Level Definitions – Information Technology Services – Applications Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

S. No	Service Area	KPI	KPI Type	Measurement Interval	Calculation Method
5	Problem Management	Problems Aging for Priority 2 incidents	Quantitative	Monthly	Percentage of IT Priority 2 Problems during a Measurement Interval that are Not Restored/Restored by Supplier within the required period vs Total no of P2 Problems
6	Problem Management	Problems Aging for Priority 3 incidents	Quantitative	Monthly	Percentage of IT Priority 2 Problems during a Measurement Interval that are Not Restored/Restored by Supplier within the required period vs Total no of P3 Problems
7	Change Management	Number of Emergency change requests implemented	Quantitative	Monthly	No of Emergency CRs implemented in the Measurement Interval
8	General	Number of Escalations on quality of service	Quantitative	Monthly	No of Escalation in the Measurement Interval. To be maintained in a separate tracker

Data Capture                         ITSM Tool (ServiceNow)

LS&Co. – Attachment 3.3.7 – Service Level Definitions – Information Technology Services – Applications Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 3

SERVICE LEVEL MANAGEMENT

ATTACHMENT 3.3.8

SERVICE LEVEL DEFINITIONS – INFORMATION TECHNOLOGY

TESTING COE

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	Introduction		1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
2.	Critical Service Levels		1
3.	Other Service Levels		1
4.	Key Performance Indicators		1

LS&Co. – Attachment 3.3.8 – Service Level Definitions – Information Technology Services – Testing COE Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

1.1 General. This Attachment describes the Service Levels to be tracked for TCoE. For each Service Level, this Attachment details the objective of the Service Level along with the method for calculation.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. CRITICAL SERVICE LEVELS.

Pursuant to Section 2.6 of Exhibit 8 the Parties will define, during Knowledge Acquisition, any Critical Service Levels that are to apply to the performance of the Testing Services on and from the Commencement Date (which Critical Service Levels will be subject to the terms of this Exhibit 3).

3. OTHER SERVICE LEVELS.

Pursuant to Section 2.6 of Exhibit 8 the Parties will define, during Knowledge Acquisition, any Other Service Levels that are to apply to the performance of the Testing Services on and from the Commencement Date (which Critical Service Levels will be subject to the terms of this Exhibit 3).

4. KEY PERFORMANCE INDICATORS

The following key performance indicators will be measured for TCoE:

KPI01:– Quality
Objective	To measure effectiveness of Supplier’s testing of Releases
Definition	Defect leakage to Production with Severity 1 for testing done by Supplier.
Method
Data Capture	Those Severity 1 (Critical) defect leakages into Production which are fixed shall be measured until 3 months from the Go-live date, for every Release, by gathering the data from the applicable Incident/Ticket Management System in Production
Measurement Interval	Monthly
Method of Calculation	Only Fixed (Resolved with Code Change) defects from
KPI01:– Quality	Incident/Ticket Management System in Production would be gathered on weekly basis. Defects approved to be outstanding for Go-live or Defects relating to aspects that could not be tested in the Test Environment or which were not part of the approved test set or not attributed to performance issues, would not be covered under this Service Level.
Performance Target	Expected and minimum level of defects slippage shall be 0 (ZERO)
KPI 02:– Schedule
Objective	To measure Schedule adherence of Supplier testing team
Definition	Schedule Slippage is calculated using the formulae => {(Actual Duration - Estimated Duration)/Estimated Duration} *100
Method
Data Capture	Slippage of schedule for each test release conducted by Supplier shall be measured by gathering data from Project Plan/Test Plan/HP Quality Center. Only the final milestone (test execution completion) shall be considered for measuring schedule slippage. Intermediate milestones/dates of testing will not be considered for measuring schedule slippage.
Measurement Interval	Monthly
Method of Calculation	Schedule Slippage is calculated using the formulae => {(Actual Duration - Estimated Duration)/Estimated Duration} *100. Approved revised schedule or schedule slippage reasons not attributable to Supplier’s testing team would not be covered under this Service Level.
Performance Target	Expected and the minimum level of schedule slippage for each release shall be - 95%

LS&Co. – Attachment 3.3.8 – Service Level Definitions – Information Technology Services – Testing COE Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

KPI03: Test Planning Accuracy
Objective	To ensure that Supplier delivers test cases as planned.
Definition	Test Cases for which creation is planned versus test cases actually created.
Method
Data Capture	During the regression test case development planning:
	•	Supplier will determine the number of test cases needed by the start of the test phase, based on requirements;
	•	Supplier will document all test cases in the Quality Center and will report test case creation progress against the plan.
Measurement Interval	Weekly or at LS&Co.’s REQUEST
Method of Calculation	Test cases created/test cases for which creation was planned
Performance Target	95% of planned test cases are created as scheduled
KPI 04: Test Execution Accuracy
Objective	To ensure that Supplier executes test cases as planned.
Definition	Test Cases planned to execute versus test cases actually executed.
KPI01:– Quality
Method
Data Capture	During the test case execution planning:
	•	Supplier will determine the number of regression test cases needed to execute by the start of the test phase, based upon requirements;
	•	Supplier will track all test case execution in the Quality Center and report test case execution progress against the plan
Measurement Interval	Daily or at LS&Co.’s REQUEST
Method of Calculation	Test cases executed/test cases planned to be executed Exclusion: Any test case not executed based upon mutual agreement between both parties.
Performance Target	95% of planned test cases are executed as scheduled

LS&Co. – Attachment 3.3.8 – Service Level Definitions – Information Technology Services – Testing COE Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 3

SERVICE LEVEL MANAGEMENT

ATTACHMENT 3.4

SERVICE LEVEL DEFINITIONS – CUSTOMER SERVICE SERVICES

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	Introduction		1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
	1.4	Completion of Service Level Definitions	1
2.	Critical Service Levels		1
	2.1	Order Capture	1
	2.2	Order Requiring Resolutions	2
	2.3	Order Dispute Resolutions	4
	2.4	Chargebacks	5
	2.5	Returns and Cancellations Caused by Errors	5
	2.6	Customer Satisfaction	6
	2.7	Reporting	6

LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

1.1 General. This Attachment describes each Service Level. For each Service Level this Attachment details the applicable Performance Target, the method for measuring the Service Level and the formula for calculating achievement of the Performance Target. For each Critical Service Level, the Weighting Factor applicable at the Effective Date shall be as set forth in this Attachment.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

1.4 Completion of Service Level Definitions. The Service Levels included in this Attachment at the Effective Date reflect the Parties best efforts to define the applicable Service Levels for the Service (and applicable Performance Targets and Service Level Credits). After the Effective Date the Parties shall work in good faith with each other to finalize the list of Service Levels in this Attachment (and the associated Performance Targets and Service Level Credits) that will be applicable to Supplier’s performance of the Services after the applicable Commencement Date. Despite the foregoing, the Parties agree that this Attachment shall not be amended without the mutual written agreement of both Parties.

2. CRITICAL SERVICE LEVELS.

2.1 Order Capture

Customer Service SL01:CS – Timeliness of Manual Order Capture
Objective	On-time response on all manual order types
Definition	Manual orders entered in system within two hours from the time of receipt of the order, (during the working window) 99% of the time. This will be calculated for manual orders coming via phone, email and e-faxes.
Method
Data Capture	Base))), SAP
Measurement Interval	Daily
Method of Calculation	TAT – Order receipt to order entry
Performance Target	Performance Target is achieved when 99% of manual orders are entered system within 2 hours from the time of receipt of order (during the working window)
Metric Type	Critical Service Level
Customer Service SL02:CS – Manual Order Capture Accuracy
Objective	Order entry accuracy
Definition	Ensure orders are inputted correctly with–
Customer Service SL02:CS – Manual Order Capture Accuracy
	99% order accuracy. Definition of Accuracy: A manual order is considered “accurate” if it is complete and error-free
Method
Data Capture	Base))) extracts
Measurement Interval	Weekly
Method of Calculation	Captured through the measurement interval: (Total manual orders without errors / Total manual orders)*100 Percent of orders without entry defects. 1. 50% of manual orders will be checked throughout the stabilization phase. 2. Post stabilization, if the following criteria is met, then the % of manual checks will be reduced by 10% every month until only 15% of manual orders are checked: i.   All performance targets set forth in this document are met

LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

	ii.  Mutual agreement between LS&Co. and Supplier to reduce % of manual orders checked 3. Over the duration of the contract, 15% of all manual orders will be checked unless non-compliance charges increased by more than 10% of historical charges. In this scenario, the number of manual checks will be temporarily increased to 25% until these non-compliance charges are reduced to below 10% of historical charges.
Performance Target
Performance Target	Performance Target is achieved when 99% of orders are correctly entered
Metric Type	Critical Service Level
Customer Service SL02:CS – Timeliness of EDI Order Capture
Objective	Timeliness of EDI Order Capture
Definition	Validate that EDI orders are transmitted as per customer schedule Definition of Customer Schedule: Customer Schedule by region will be provided during TA / KA
Method
Data Capture	Base))) extracts, customer schedule
Measurement Interval	Weekly
Method of Calculation	Captured through the measurement interval: (Total EDI orders transmitted as per schedule / Total EDI orders)*100 Percent of orders without any transmission delays. 100% of EDI
Customer Service SL02:CS – Timeliness of EDI Order Capture
	orders will be checked.
Performance Target
Performance Target	Performance Target is achieved when 99.5% of EDI orders are correctly transmitted
Metric Type	Critical Service Level
Customer Service KPI04: CS – Order to Delivery Cycle Time
Objective	Measure the order to delivery note cycle time on all orders.
Definition	Average order to delivery note cycle time on all orders.
Method
Data Capture	SAP – RDD, actual delivery time Base))) – Action history
Measurement Interval	Monthly
Method of Calculation	Calculate difference between EDI and Manual orders: 1) EDI: Tracked based on SAP order date (time stamped) at the time of receipt 2) Manual: Capture date and time stamp on emails from Base))) and SAP (delivery note)
Performance Target
Performance Target	Process measure
Metric Type	KPI (promotable)
2.2 Order Requiring Resolutions
Customer Service SL03:CS – Timeliness of EDI and Manual Order Issue Resolution
Objective	Timeliness of order issues resolution (EDI and Manual)
Definition	Blocks/errors resolved or escalated to retained organization within 2 hours from identification of the errors (based on time stamp) 99.5% of the time. Definition of Escalation and Identification: “Escalation” should be on an exception basis. List of potential escalations will be provided as guidance during KA. “Identification” timing is based on the time stamp when the issue is raised. Errors may include issues identified on excel, fax, email orders which can’t be entered into SAP to issues encompassing the order once it is within the SAP (Manual / EDI)

LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Method
Data Capture	SAP, Base)))
Measurement Interval	Daily
Method of Calculation	Captured through the measurement interval:
Customer Service SL03:CS – Timeliness of EDI and Manual Order Issue Resolution
	(Total orders with blocks or errors resolved or escalated within 2 hours from identification of the errors / Total orders with blocks or errors)*100
Performance Target
Performance Target	Performance Target is achieved when all blocks/errors are resolved or escalated to retained organization within 2 hours from identification of the errors (during the working window) 99.5% of the time
Metric Type	Critical Service Level
Customer Service SL04:CS – Timeliness of Block / Removal Resolutions Post Approval
Objective	Timeliness of TAT – block removal/issue resolution post approval from retained organization
Definition	Block removal/issue resolution within 2 hours post approval from the retained organization (based on time stamp) 99.5% of the time. Definition of Escalation and Identification: “Escalation” should be on an exception basis. List of potential escalations will be provided as guidance during KA. “Identification” timing is based on the time stamp when the issue is raised. Errors may include issues identified on excel, fax, email orders which can’t be entered into SAP to issues encompassing the order once it is within the SAP (Manual / EDI)
Method
Data Capture	SAP, Base)))
Measurement Interval	Daily, weekly, monthly
Method of Calculation	Captured through the measurement interval: (Total orders with blocks or issue resolution approval from retained organization resolved within 2 hours from notification / Total orders with blocks or issue resolution approval from retained organization)*100
Performance Target
Performance Target	Performance Target is achieved when orders with blocks or issue resolution approval from retained organization are resolved within 2 hours from notification 99.5% of the time
Metric Type	Critical Service Level
Customer Service SL05a:CS – Query Resolution Timeliness (Calls)
Objective	Timeliness of query resolution for calls Received
Customer Service SL05a:CS – Query Resolution Timeliness (Calls)
Definition	% call queries responded within the agreed timeframe Definition of Responded and Timeframe: A query is considered “responded” if it is resolved, pended or routed as per the appropriate handoffs. Calls cannot be put on hold – calls that are put on hold are not considered a “response” and will be calculated against the Performance Target. Timeframe call response is 20 seconds or less.
Method
Data Capture	ACD Switch report, Base))) Workflow, and Underlying LS&Co. Technology Framework Suite
Measurement Interval	Daily (reported weekly)

LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Method of Calculation	(Queries responded within agreed timeframe / Total queries handled)*100
Performance Target
Performance Target	Performance Target is achieved when 98% of queries are responded within the timeframe
Metric Type	Critical Service Level
Customer Service SL05b:CS – Query Resolution Timeliness (Emails)
Objective	Timeliness of query resolution for emails Received
Definition	Monitor the inbound queries received in mailboxes being responded within threshold. Definition of Responded and Threshold: A query is considered “responded” if it is resolved, pended or routed as per the appropriate handoffs. To be within “threshold,” urgent emails have to be responded within to within 30 minutes. Non-urgent emails can be responded within 2 hours. All urgent emails received post 5 PM local country time zone have to be responded 30 minutes post start of business hours the next day while non-urgent emails have to be responded within 2 hours post start of business hours the next day.
Method
Data Capture	ACD Switch report, Base))) Workflow
Measurement Interval	Daily
Method of Calculation	(Total emails answered within threshold / Total inbound emails received)*100
Performance Target
Customer Service SL05b:CS – Query Resolution Timeliness (Emails)
Performance Target	Performance Target is achieved when 99% of urgent emails are answered within threshold of 30 minutes. For the remaining 1% emails, Performance Target is achieved when they are answered within threshold of 45 minutes. Performance Target is achieved when 95% of non-urgent emails are answered within threshold of 2 hours
Metric Type	Critical Service Level
2.3 Order Dispute Resolutions
Customer Service SL07:CS – UDM Dispute Identification
Objective	UDM Dispute Identification
Definition	Supplier to check UDM disputes in SAP on a daily basis.
Method
Data Capture	SAP, Base))), UDM
Measurement Interval	Daily
Method of Calculation	TAT – Dispute/Chargeback received to resolution/escalation
Performance Target
Performance Target	Process Measure
Metric Type	KPI
Customer Service SL07:CS – UDM Dispute Resolution / Escalation
Objective	UDM Dispute Resolution or Escalation
Definition	Escalate UDM disputes to retained organization with all the supporting documents to support or reject the disputes within 48 hours of receipt 99.5% of the time.
Method
Data Capture	SAP, Base))), UDM
Measurement Interval	Daily
Method of Calculation	(UDM dispute from receipt to resolution or escalation completed within 48 hours / Total UDM disputes)*100
Performance Target
Performance Target	Performance Target is achieved when UDM disputes are resolved or escalated to retained organization within 48 hours (during the working window) 99.5% of the time

LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Metric Type	Critical Service Level
2.4 Chargebacks
Customer Service SLA08: CS – Chargeback As a Percentage of Sales
Objective	Not to exceed chargeback currently performed in country.
Customer Service SLA08: CS – Chargeback As a Percentage of Sales
Definition	Chargebacks percentage attributed to OM errors, incompletion or other order mistakes. Chargeback measurement will be pegged to a percentage of sales as per historical performance in that region.
Method
Data Capture	SAP Disputes – Values, Reasons Code, SAP Report, internal report from F&A, chargeback value and % reduction of chargeback from quarter to quarter.
Measurement Interval	Monthly, Quarterly
Method of Calculation	Captured through the measurement interval: (Chargeback amount / Total sales value)*100
Performance Target
Performance Target	Performance Target is achieved when chargeback is at or less than TBD% captured on a quarterly basis [The percentage is to be determined during TA / KA where data is available. It will vary based on geographic locations – US, UK, etc. Where data is not available, a baseline period is to be set up to determine the % of chargeback over sales]
Metric Type	Critical Service Level
Customer Service SLA06: CS – Chargeback Reduction
Objective	Continue to reduce the % of chargebacks in country to be in line with LSUS’ % of chargeback achieved in 2014. The objective is to minimize the overall % of chargebacks. [Specific % reduction measured on a quarterly basis to be confirmed during TA / KA. Any changes to the percentages has to be mutually agreed upon]
Definition	% of chargeback threshold as per LSUS % of chargeback achieved in 2014
Method
Data Capture	SAP Disputes – Values, Reasons Code
Measurement Interval	Monthly
Method of Calculation	SAP Report, internal report from F&A, chargeback value and % reduction of chargeback from quarter to quarter
Performance Target
Performance Target	Process Measure
Metric Type	Critical Service Level
2.5 Returns and Cancellations Caused by Errors
Customer Service SLA09: CS – Returns Caused by OM Error
Customer Service SLA09: CS – Returns Caused by OM Error
Objective	No return attributable to OM or customer service errors, delays or incompletion.
Definition	Monitor and report returns made because of customer service input errors. Definition of Errors: An order is considered erroneous if it contains mistakes, is delayed or is incomplete.
Method
Data Capture	SAP - # of orders / units returns, return reasons, value of return Base))) – Action history
Measurement Interval	Monthly
Method of Calculation	(Total number of returns / Total number of orders) * 100

LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Performance Target
Performance Target	Performance Target is achieved when there is less than 0.5% return resulting from OM errors, delays or incompletion
Metric Type	Critical Service Level
Customer Service KPI07: CS – Order Cancellation Caused by OM Error
Objective	No cancellation attributable to OM handling errors, delays, or incompletion.
Definition	Cancellations attributed to OM errors, delays or incompletion. No cancellation without knowing the reason category, increase accountability and agent should own the order for complete order lifecycle. Definition of Errors: An order is considered erroneous if it contains mistakes, is delayed or is incomplete.
Method
Data Capture	SAP - # of orders cancelled, cancellation reasons, value of orders Base))) – Action history
Measurement Interval	Monthly
Method of Calculation	(Total number of cancellations / Total number of orders) * 100
Performance Target
Performance Target	Performance Target is achieved when there is less than 0.5% cancellation resulting from OM errors, delays or incompletion
Metric Type	SLA
2.6 Customer Satisfaction
Customer Service SL05: CS – Customer Satisfaction Survey
Customer Service SL05: CS – Customer Satisfaction Survey
Objective	Customer experience CSAT
Definition	To measure the satisfaction of LS&Co. customer accounts and sales team and record their experience and feedback on timeliness and quality of the service.
Method
Data Capture	Through internal/external survey mechanism
Measurement Interval	Monthly (after one year, move to quarterly)
Method of Calculation	Number of satisfied customers / number of customers responding to survey created by Supplier and aligned with LS&Co. A scoring system to evaluate the survey will be put in place. Performance Target has to be calculated based on survey responses that would cover a number of metric mutually agreed on with LS&Co.
Performance Target
Performance Target	Performance Target: TBD [Survey template and scoring mechanism to be finalized during TA / KA.]
Metric Type	Critical Service Level
2.7 Reporting
Customer Service SL01:CS – Report Control Timeliness
Objective	Timely creation and delivery of internal report control requests
Definition	Timely submission, refreshment and distribution of reports in line with agreed cadence. Definition of Timely: A report submission is considered “timely” if it is submitted within the timeline stipulated by the retained organization. A schedule of reporting cadence will be provided during TA / KA.
Method
Data Capture	Base))) data extract (time stamps)
Measurement Interval	Monthly
Method of Calculation	# of reports delivered on time / total # of reports generated

LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Performance Target
Performance Target	Performance Target is achieved when 95% of all reports are delivered on time
Metric Type	Critical Service Level
Customer Service SL01:CS – Ad Hoc Report Control Timeliness
Objective	Timely creation and delivery of ad hoc report requests
Customer Service SL01:CS – Ad Hoc Report Control Timeliness
Definition	Timely submission, refreshment and distribution of reports in line with the request of the ad hoc report. Definition of Timely: A report submission is considered “timely” if it is submitted within the timeline stipulated by the retained organization during the request.
Method
Data Capture	Base))) data extract (time stamps)
Measurement Interval	Monthly
Method of Calculation	# of ad hoc reports delivered on time / total # of ad hoc reports generated
Performance Target
Performance Target	Performance Target is achieved when 95% of all ad hoc reports are delivered on time
Metric Type	Critical Service Level
Customer Service SL02:CS – Report Control Accuracy
Objective	Report control accuracy
Definition	All reports generated for submission, refreshes and distribution are accurate Definition of Accurate: A report is considered “accurate” if it is complete and error-free.
Method
Data Capture	Base)))
Measurement Interval	Monthly
Method of Calculation	# of accurate reports delivered / total # of reports generated
Performance Target
Performance Target	Performance Target is achieved when 99% of all reports are accurate
Metric Type	Critical Service Level

LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 3

SERVICE LEVEL MANAGEMENT

ATTACHMENT 3.5

SERVICE LEVEL DEFINITIONS – CONSUMER RELATIONS SERVICES

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	Introduction		1
	1.1	Purpose	1
	1.2	References	1
	1.3	Definitions	1
2.	Finalization of Service Level Definitions.		1

LS&Co. – Attachment 3.5 – Service Level Definitions – Consumer Relations Services Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

1.1 Purpose. This Attachment describes each Service Level applicable to the Consumer Relations Services. For each Service Level this Attachment details the applicable Performance Target, the method for measuring the Service Level and the formula for calculating achievement of the Performance Target. For each Critical Service Level, the Weighting Factor applicable at the Effective Date shall be as set forth in this Attachment.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. FINALIZATION OF SERVICE LEVEL DEFINITIONS.

The Parties acknowledge and agree that this Attachment 3.5 has not been completed as of the Effective Date. Accordingly, the Parties agree that they shall continue to negotiate and finalize this Attachment 3.5 in good faith, with the goal of promptly completing this Attachment 3.5 (but in no event later than the end of Knowledge Acquisition) and incorporating the completed Attachment 3.5 into the Agreement. The completed Attachment 3.5 shall be incorporated into the Agreement by means of an addenda executed by both Parties, with such completed Attachment 3.5 being effective as of the Effective Date (and without the requirement for additional consideration with respect to the finalization of Attachment 3.5 and execution of the addenda).

LS&Co. – Attachment 3.5 – Service Level Definitions – Consumer Relations Services Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT^*

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 4

PRICING

^*  Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

TABLE OF CONTENTS

1.	Introduction		1
	1.1	General	1
	1.2	References	1
	1.3	Certain Definitions	1
2.	Charges Generally		3
	2.1	Summary of Charges	3
	2.2	Assumed Efficiencies	4
	2.3	Personnel Projection Matrix; Management of Resources	4
	2.4	No Other Charges	4
	2.5	Proration	4
	2.6	Billing Regions; Currency	4
	2.7	Supplier Tools	5
	2.8	LS&Co. Tools	5
	2.9	Bundle 2 Pricing	6
	2.10	Volume Discount	6
3.	Transition Charges		6
	3.1	Transition Charges	6
	3.2	Payment of Charges Following Transition	7
	3.3	Transition Investment	7
4.	Utility/Consumption Pricing		7
	4.1	Application	7
	4.2	Resource Volumes; Actual RUs	7
	4.3	Base Charge	7
	4.4	Volume Bands; ARC Rates; RRC Rates	8
	4.5	Calculation of ARCs for Resource Baselines	8
	4.6	Calculation of RRCs for Resource Baselines	8
	4.7	Substantial Volume Change	8
5.	FTE-Based Charges		9
	5.1	Workforce Charges	9
	5.2	Base Workforce	9
	5.3	Year over Year Productivity Gains	10
	5.4	Resources and Resource Baselines	10
	5.5	Volume Fluctuations	10
	5.6	Ongoing Changes in FTEs	11
	5.7	Completion of FTE Increments, Resource Definitions and Resource Baselines	12
	5.8	Conversion of Pricing to Consumption Pricing	12
6.	Pass-Through Expenses		13
	6.1	General	13
	6.2	Services and Materials	13
	6.3	Requirements for Pass-Through Expenses	13
	6.4	Rebates	14
7.	Cost of Living Adjustments.		14

LS&Co. – Exhibit 4 – Pricing Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

8.	Chargeable Project Support		14
	8.1	Chargeable Project Support	14
	8.2	Estimates	15
	8.3	Payment-Based Milestones	15
	8.4	Fixed Fee	15
	8.5	Time and Materials Charges	15
	8.6	Termination of a Work Order	16
	8.7	Volume Discount	16

LS&Co. – Exhibit 4 – Pricing Page ii

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

1. INTRODUCTION.

1.1 General. This Exhibit sets forth the methodology for calculating all Charges for Services provided under the Agreement.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Certain Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated. The terms set forth below have the meanings set forth below:

(a) “Actual RUs” has the meaning given in Section 4.2.

(b) “Additional Resource Charge” or “ARC” means a resource charge for LS&Co.’s use or consumption of a Resource above the applicable Resource Baseline, as such charge is set forth in this Exhibit 4.

(c) “Annual Productivity Gains” has the meaning given in Section 5.3.

(d) “ARC Rate” means the amount payable for each ARC.

(e) “Base Workforce” has the meaning given in Section 5.1.

(f) “Billing Region” has the meaning given in Section 2.6(a).

(g) “Chargeable Project Support” means the performance of Project-related activities that have been approved by LS&Co. in accordance with the Agreement.

(h) “Consumption Pricing” has the meaning given in Section 4.1.

(i) “Deadband” means for a Resource a band of plus or minus 10% from the Resource Baseline for that Resource. For the purposes of the foregoing: (i) the upper end of the Deadband shall be calculated as the largest whole number included within the Deadband percentage, and (ii) the lower end of the Deadband shall be calculated as the smallest whole number included within the Deadband percentage.

(j) “Fixed Fee” has the meaning given in Section 8.2.

(k) “FTE” means the equivalent of an individual who spends a specified number of Productive Hours providing the Services per year. 1 FTE correlates to such number of Productive Hours but may be comprised of (i.e., the Productive Hours may be provided by) more than 1 individual and the applicable number of FTEs shall be specified in decimal numbers if the corresponding yearly Productive Hours are not multiples of the number of Productive Hours specified. For each Region, the number of Productive Hours for a Service Category shall be the Productive Hours specified for that Region in the applicable Pricing Table.

(l) “FTE Increment” has the meaning given in Section 5.5.

(m) “LS&Co. Tools” has the meaning given in Section 2.8.

(n) “Milestone Amount” has the meaning given in Section 8.3.

(o) “Monthly Workforce Charge” has the meaning given in Section 5.1.

(p) “Overhead Functions” means non-chargeable functions that are provided by Supplier as part of Supplier’s overall project management and contract management, except to the extent that such functions are stated in the Agreement as being separately chargeable for Projects. The costs of such functions are included within the Base Charges (as well as the ARC Rates and RRC Rates) and the Rates. The cost of such functions shall not be charged separately and shall not constitute a Project.

(q) “Payment Based Milestone” means a milestone agreed to by the Parties in a Work Order that shall, upon completion and acceptance in accordance with Exhibit 5, result in Supplier’s entitlement to invoice the Charges agreed to by the Parties and associated with the milestone.

LS&Co. – Exhibit 4 – Pricing Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

(r) “Personnel Projection Matrix” means the personnel projection matrix set forth in the applicable Pricing Table which defines the number of Supplier Staff performing specific Services in each month.

(s) “Pricing Table” means for a Service Category the portion of this Exhibit 4 that defines the Charges for the Services provided by Supplier for that Service Category, the Rates applicable to any New Services and Projects for that Service Category, and such other information as is necessary to determine the changes to the Charges as a result of increases or decreases in the amount of the Services provided hereunder according to LS&Co.’s demand for the Services.

(t) “Productive Hours” means the number of hours worked by Supplier Staff performing the applicable Services, excluding non-productive time (such non-productive time includes travel, vacation, holiday, training, education, marketing, administrative staff meetings, medical leave, military leave and Overhead Functions).

(u) “Project Spend” has the meaning given in Section 8.7.

(v) “Rates” has the meaning given in Section 8.1.

(w) “Reduced Resource Credit” or “RRC” means a credit for LS&Co.’s use or consumption of a Service below a Resource Baseline, as such credit is set forth in this Exhibit 4.

(x) “Resource” means the unit of measure identified by Service Category that are used to measure the volume of Services consumed by LS&Co. The volume of Services being consumed by LS&Co. for each Resource shall be measured by counting the number of Resource Units in accordance with the requirements in the Agreement and in the applicable Pricing Table.

(y) “Resource Baseline” means, for each Resource, the monthly volume of Resource Units defined in the applicable Pricing Table. Resource Baselines reflect the quantity of Resource Units that are included in the Base Charges for a specified Resource.

(z) “Resource Unit” or “RU” means the unit of measurement for a Resource, as such unit of measurement is defined in the applicable Pricing Table.

(aa) “RRC Rate” means the amount credited to LS&Co. for each RRC.

(bb) “Supplier Tools” has the meaning given in Section 2.7.

(cc) “Spike Notice” has the meaning given in Section 5.5(c).

(dd) “Substantial Change” has the meaning given in Section 4.7.

(ee) “Substantial Workforce Change” has the meaning given in Section 5.6.

(ff) “Unit Rate” means, with respect to a Service charged on an FTE basis, the rate set forth in the applicable Pricing Table for a single FTE. Where multiple bands are set forth in the applicable Pricing Table for an FTE, the Unit Rate in a month shall be the amount for a single FTE set forth in the applicable Pricing Table for the band in which the count of FTEs falls in that month.

(gg) “Volume Band” means the volume bands above or below a Resource Baseline; as specified for each Resource in the applicable Pricing Table.

2. CHARGES GENERALLY.

2.1 Summary of Charges. The Charges for the Services for each month shall include:

(a) Any Transition Charges due during the applicable month;

(b) The monthly Base Workforce Charge for each Service Category, subject to the adjustment of that Base Workforce Charge for changes in applicable FTE Increments, all as determined in accordance with Section 5;

(c) Pass-Through Expenses;

LS&Co. – Exhibit 4 – Pricing Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

(d) Charges as otherwise set forth in Pricing Tables and/or the Agreement; and

(e) Charges for Chargeable Project Support.

2.2 Assumed Efficiencies. Supplier has made certain assumptions regarding reductions in costs and other efficiencies that Supplier shall achieve and such efficiencies and assumptions are reflected in the Charges. Supplier agrees that it assumes the risk of the validity of these assumptions such that Supplier delivers the volume and types of Services described in the Agreement for the Charges associated with those Services. In addition, LS&Co. shall not be charged any additional amounts due to Supplier’s failure to accomplish or complete these efficiencies. If, at any time during the Term, there is insufficient Supplier Staff to properly perform the Services in accordance with the Agreement as a result of Supplier’s failure to achieve the productivity improvements and other efficiencies, Supplier shall (a) provide any additional support (e.g., additional Supplier Staff) necessary to perform such Services in accordance with the Agreement at no additional cost to LS&Co.; and (b) cross-train Supplier Staff with respect to the Services so that Supplier can shift Supplier Staff to properly perform the Services.

2.3 Personnel Projection Matrix; Management of Resources. The Personnel Projection Matrix sets forth the anticipated number of Supplier Staff who will be allocated to the provision of the Services within a particular Service Category. Nothing on the Personnel Projection Matrix shall relieve Supplier of the obligation to provide the Services in accordance with the Agreement and Supplier is solely responsible for managing its resources so as to provide the Services in compliance with the Agreement irrespective of the number of Supplier Staff and other resources required to provide the Services. Supplier shall utilize and manage the billable resources used to perform Services efficiently.

2.4 No Other Charges. The Charges calculated in accordance with this Agreement are the only amounts payable by LS&Co. to Supplier in relation to the subject matter of this Agreement and no other charges, or expenses, costs or other amounts incurred by Supplier in performing the Services and its other obligations pursuant to this Agreement shall be additionally chargeable to LS&Co. Any Services that do not have a specific identified charge or a methodology for calculating a specific Charge shall not be separately chargeable by Supplier. Supplier confirms that there is no cross-subsidization between Service Categories.

2.5 Proration. If any period in which any payment is made is less than the full period in respect of which the payment is due, then the payment shall be prorated on a daily basis based on the number of days in the actual period.

2.6 Billing Regions; Currency.

(a) For each region (whether a single country or grouping of multiple countries) specified in the table below (each a “Billing Region”), Supplier shall provide invoices in accordance with this Exhibit 4 and the Agreement in the country specified below for that Billing Region to the LS&Co. address specified for that invoice.

Billing Region	Invoiced Entity	Fee Allocation			Currency
LSA (the Americas, North & South)	Levi Strauss & Co.		60	%		U.S. Dollars
LSE (all of Europe, including Russia)	Levi Strauss & Co. Europe SCA		25	%		U.S. Dollars
AMA = Asia, the Middle East & Africa	Levi Strauss Asia Pacific Division Pte		15	%		U.S. Dollars

(b) The Fees to be invoiced in each Billing Region for each Service Category shall be in the proportion specified by LS&Co. in its sole discretion from time to time (which proportion represents the Services delivered with respect to each Billing Region). The proportion as at the Effective Date is set forth in the table in Section 2.6(a) under the column titled “Fee Allocation.” Where agreed to by the Parties, Supplier may issue invoices in a Billing Region using the agreed to Supplier Affiliate in the specified Billing Region.

LS&Co. – Exhibit 4 – Pricing Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

(c) Unless otherwise stated in the table above, all references to payments or credits in this Agreement refer to payments or credits in U.S. dollars. The risk of foreign exchange fluctuations has been included in the Charges. Supplier shall not vary or adjust any of the Charges as a result of any fluctuation in any foreign exchange rate.

2.7 Supplier Tools. The one-time and ongoing cost and expenses for: (a) the tools of Supplier set forth in each Statement of Work; (b) tools used by Supplier to provide the Services and any other tools that are required by Supplier in order to deliver the Services to LS&Co. (except to the extent that such a tool is specified as the responsibility of LS&Co. in the applicable Statement of Work); and (c) such other tools as the Parties agree shall be provided by Supplier as part of a New Service, Change or Project, are included within the Charges (collectively “Supplier Tools”). LS&Co. shall not be responsible for additional costs and expenses related to any Supplier Tools (including the implementation, operation, or update of Supplier Tools (including any new release, update or enhancement to that Supplier Tool or the replacement of that Supplier Tool with an alternative software platform)). For clarity, the Charge includes the cost of all resources required by Supplier to perform the responsibilities of Supplier with respect to Supplier Tools (and as such responsibilities are more specifically defined in each Statement of Work).

2.8 LS&Co. Tools. The tools licensed, leased or owned by LS&Co. from a third party and used in connection with the provision of the Services are set forth in the applicable Statement of Work (“LS&Co. Tools”). LS&Co. shall make available to Supplier the number and type of licenses for each LS&Co. Tool specified in the applicable Statement of Work (and as used by LS&Co. for the performance of the applicable Services) at or prior to the Commencement Date. If, during the Transition Period, Supplier determines that there are tools that are licensed, leased or owned by LS&Co. and used by LS&Co. for the performance of the Services at the Effective Date that are not listed in the applicable Statement of Work, then Supplier shall promptly notify LS&Co. of such tools and, upon agreement of the Parties, such tools shall be added to the Statement of Work and upon such addition shall be deemed to form part of the LS&Co. Tools. If Supplier requires additional licenses of, or a different type of license for, the LS&Co. Tools beyond those held by LS&Co. at the Effective Date and used by LS&Co. for the performance of the Services at the Effective Date then the cost and expense of such additional or different licenses shall be to Supplier’s account. If, as a result of LS&Co.’s increase in the demand for Services, Supplier determines that it requires additional licenses for the LS&Co. Tools beyond those held by LS&Co. and used by LS&Co. for the performance of the Services then Supplier shall promptly notify LS&Co. of the requirement for such additional licenses and the cost and expense of additional licenses determined to be required by the Parties for the performance of the Services shall be to LS&Co.’s account.

2.9 Bundle 2 Pricing. The Charges and Transition Charges specify the price associated with the performance of each of the Bundle 2 elements. Supplier shall not be entitled to any Transition Charges or ongoing Charges associated with a Bundle 2 element until such time as LS&Co. notifies Supplier of LS&Co.’s decision to transfer the responsibility for the provision of the Bundle 2 element to Supplier (in which case such Charges shall only be payable in accordance with this Exhibit 4).

2.10 Volume Discount. With the exception of spend on Projects completed pursuant to Section 8 and the New Services (both of which shall be subject to, and included within the calculation of, the volume discount pursuant to Section 8.7) and Pass-Through Expenses, all amounts chargeable under the Agreement shall be reduced by [****]^*. The foregoing reflects the discount committed by Supplier with respect to the award of the business pursuant to the Agreement, including any future business or increases in the scope of the business.

3. TRANSITION CHARGES.

3.1 Transition Charges. The Transition Charges are set forth in Exhibit 8. Each of the fixed Transition Charges are allocated in Exhibit 8 to the achievement by Supplier of a specific Transition Milestone. Supplier shall invoice LS&Co. for each such Transition Charge in the month immediately following the month in which LS&Co. accepts Supplier’s completion of a Transition Milestone. If Supplier fails to achieve the Transition Milestone, then Supplier shall not invoice LS&Co. for such Transition Charge until such Transition Milestone is accepted by LS&Co. There are no separate or additional Charges or other expenses for the Transition Services and the Transition Charges include all Pass-Through Expenses incurred by Supplier (or Supplier Staff) in connection with the performance of such Transition Services, including Pass-Through Expenses associated with travel and lodging.

LS&Co. – Exhibit 4 – Pricing Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

3.2 Payment of Charges Following Transition. LS&Co. shall not have any obligation to pay any Charges with respect to any Services (or a part of those Services) that are to be provided following Transition until all of the Transition Milestones applicable to such Services (or the applicable part of those Services) have been accepted by LS&Co.

3.3 Transition Investment. [****]^*, Supplier will invest, to its own account, in the performance of the Transition Services. At the Effective Date, the projected total investment towards such Transition Services is [****]^*. Supplier shall not be entitled to charge LS&Co. with respect to any such investment amounts, provided, however, that such investment amounts are included within the Termination Charges payable pursuant to Section 24.1 of the Agreement (that is, where LS&Co. terminates the Agreement (a) for convenience pursuant to Section 23.1 of the Agreement or (b) as a result of a change in control of LS&Co. pursuant to Section 23.2 of the Agreement).

4. UTILITY/CONSUMPTION PRICING.

4.1 Application. The methodology set forth in this Section 4 applies to those Services which are to be charged on a consumption or utility basis (“Consumption Pricing”). As of the Effective Date, Consumption Pricing does not apply to any of the Services to be performed by Supplier after the completion of the initial Transition Period. To the extent that the Parties agree to convert at a future date any of the charges under this Agreement to Consumption Pricing pursuant to Section 5.8 (or the Parties agree that New Services shall be charged using Consumption Pricing), the terms and conditions in this Section 4 shall apply to such Charges.

4.2 Resource Volumes; Actual RUs. Supplier shall measure, track and report on the number of Resource Units utilized and authorized by LS&Co. for each Resource (“Actual RUs”) in accordance with the Resource Unit definition. Supplier shall not include in the Actual RUs Resource Units that were (a) consumed by Supplier or Supplier Agents in performing Supplier’s obligations under the Agreement; (b) utilized by Supplier in providing the Services that were meant to have been consolidated, reduced or eliminated in accordance with Supplier’s obligations in the Agreement; (c) expended in performing Overhead Functions; or (d) excluded in the Agreement from the count of Actual RUs. Supplier shall provide LS&Co. with details about Actual RUs, historical and forecast, on a monthly basis and provide explanations for variances beyond historical and forecast trends. If the Actual RUs for a Resource decrease to a volume of zero, there will be no ongoing Charges for that Resource.

4.3 Base Charge. The monthly Base Charge applicable to each Resource is set forth in the applicable Pricing Table. The Base Charge for a Resource reflects the Charges applicable to the quantity of Resource Units included in the Resource Baseline for that Resource. The Base Charge shall be computed on a monthly basis and prorated for any partial month in accordance with Section 2.5.

4.4 Volume Bands; ARC Rates; RRC Rates. The ARC Rates and RRC Rates that will be used to calculate the ARCs and RRCs for each month depend on the Volume Band within which Actual RUs for each Resource fall for the applicable month. Where the applicable Pricing Table reflects a Volume Band as a percentage, (a) the upper end of the Volume Band shall be calculated as the largest whole number included within the Volume Band percentage, and (b) the lower end of the Volume Band shall be calculated as the smallest whole number included within the Volume Band percentage. The ARC Rate and RRC Rate for each Volume Band apply to Resource Units that fall within those Volume Bands. ARCs and RRCs shall be calculated using the ARC Rate or RRC Rate applicable to that Resource in the month the ARC or RRC was incurred. The ARC Rates and RRC Rates are set forth, by Volume Band, in the applicable Pricing Table. For all Resources, the ARC Rate and RRC Rate shall be the same within the same Volume Band. Supplier shall calculate and record Actual RUs, ARCs and RRCs each month. On the 10th business day of each month, Supplier shall provide LS&Co. with a report detailing the Actual RUs, ARCs and RRCs in the prior month.

4.5 Calculation of ARCs for Resource Baselines. If Actual RUs in a calendar month for a Resource are greater than the applicable Resource Baseline for such Resource, then LS&Co. shall pay Supplier an Additional Resource Charge equal to:

LS&Co. – Exhibit 4 – Pricing Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

(a) for each complete Volume Band (if any) between the Actual RUs and the Resource Baseline for such Resource, the product of the ARC Rate for the applicable Volume Band multiplied by the number of Resource Units in that Volume Band; and

(b) for the Volume Band within which the Actual RUs fall, the product of the ARC Rate for the applicable Volume Band multiplied by the difference between the Actual RUs for the Resource for that month and the bottom of the Volume Band.

4.6 Calculation of RRCs for Resource Baselines. If Actual RUs in a calendar month for a Resource are less than the applicable Resource Baseline for such Resource, then Supplier shall credit LS&Co. with a Reduced Resource Credit equal to:

(a) for each complete Volume Band (if any) between the Actual RUs and the Resource Baseline for such Resource, the product of the RRC Rate for the applicable Volume Band multiplied by the number of Resource Units in that Volume Band; and

(b) for the Volume Band within which the Actual RUs fall, the product of the RRC Rate for the applicable Volume Band multiplied by the difference between the Actual RUs for the Resource for that month and the top of the Volume Band.

4.7 Substantial Volume Change. In the event that the consumption of a Resource decreases or increases more than 50% in the aggregate from the Resource Baseline and such changes persist for a 90-day period, or either party expects such changes to persist for a 90-day period (each such instance, a “Substantial Change”), then either Party may elect to negotiate an equitable adjustment to the Base Charges for that Resource to reflect such

change. Such adjustments shall be based on Supplier’s costs (and related profit) that either: (a) can be eliminated if the Substantial Change results in a decrease in LS&Co.’s consumption of services; or (b) are unavoidably incurred by Supplier in the event a Substantial Change results in an increase in LS&Co.’s consumption of the services notwithstanding Supplier’s reasonable efforts to avoid and mitigate such costs.

5. FTE-BASED CHARGES.

5.1 Workforce Charges. For each Service Category for which the Charges are calculated on the basis of the Supplier Staff assigned to perform the Services, the Charges for that Service shall be calculated based on the number of authorized FTEs as that number is specified in the Personal Projection Matrix, subject to any additions and subtractions approved in accordance with Sections 5.5 and 5.6 (each, a “Base Workforce”). After the expiration of the first Contract Year, and upon 30 days’ notice to LS&Co., Supplier can reassign FTEs who are assigned to perform any of the information technology Services (irrespective of the specific information technology Service Category) from an LS&Co. Service Location to a Supplier Service Location; provided that (i) Supplier shall within each [****]* month period only be permitted to reassign up to [****]^* FTEs (unless a greater number is agreed to by the Parties). That is, Supplier may reassign up to [****]^* FTEs within the [****]^* of a Contract Year but no more than [****]^*. For [****]^* of the Contract Year, Supplier may reassign up to another [****]^*; (ii) to the extent that Supplier does not reassign all [****]^* FTEs within any such [****]^* month period, Supplier shall not be entitled to rollover such reassignments from that [****]^* month period to a subsequent [****]^* month period; and (iii) with respect to any such reassignment a minimum floor of greater than [****]^* FTEs shall apply at each LS&Co. Service Location unless otherwise agreed to by the Parties. After the expiration of the first Contract Year, Supplier may release FTEs who are assigned to perform any of the information technology Services (irrespective of the specific information technology Service Category) from a Supplier Service Location. Accordingly, starting from the applicable Commencement Date and for each month of the Term thereafter, Supplier shall be entitled to invoice LS&Co. for the performance of the Services for each Service Category the monthly Charge calculated for that Service Category by adding together the sum of all of the amounts calculated in accordance with the following formula (the “Monthly Workforce Charge”):

The number of FTEs set forth on the Personnel Project Matrix (plus any additions and subtractions approved in accordance with this Sections 5.5 and 5.6) at a specific Service Location during the month for that Service Category X the applicable Rate.

LS&Co. – Exhibit 4 – Pricing Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

5.2 Base Workforce. The Monthly Workforce Charge includes the cost of all resources required by Supplier to perform the applicable Services. If, at any time during the Term, there are insufficient FTEs within a Base Workforce to properly perform the applicable Services in accordance with the terms of the Agreement, Supplier shall be required to provide any additional support (e.g., additional FTEs) necessary to perform the applicable Services in accordance with the terms of the Agreement at no additional cost to LS&Co. Supplier is responsible for any additional amounts incurred or resources used as a result of inefficiencies of the FTEs. Without limiting the foregoing, Supplier shall handle the volume of transactions specified for each Resource as the Resource Baseline, and where no Resource Baseline is specified Supplier shall handle at least the same volumes of Services for each of the processes as LS&Co. historically handled internally in each country and/or Region.

5.3 Year over Year Productivity Gains. Supplier has committed to providing certain year over year productivity gains, as such productivity gains are set forth on the applicable Pricing Table (“Annual Productivity Gains”). The Annual Productivity Gains and corresponding reductions in the number of Supplier Staff required to perform the Services are included in annual Base Workforce numbers set forth in the applicable Pricing Tables.

5.4 Resources and Resource Baselines. For each such Resource, Supplier shall measure and track the volume of Actual RUs. By no later than the 10th business day of each month Supplier shall provide LS&Co. with a report detailing the consumption of Actual RUs in the prior month for each Resource. Supplier shall not include in the Actual RUs, transactions or resources that were (a) consumed or utilized by Supplier or Supplier Agents in performing Supplier’s obligations under the Agreement; (b) meant to have been consolidated, reduced or eliminated in accordance with Supplier’s obligations in the Agreement; (c) expended in performing Overhead Functions; (d) excluded in the Agreement from the count of Actual RUs; or (e) re-performed due to Supplier’s failure to perform the applicable Services in accordance with the Agreement.

5.5 Volume Fluctuations.

(a) The Parties have agreed that certain components of the Services may be subject to adjustment as a result of increases or decreases in LS&Co. consumption of the Services. The components of the Services that are subject to such adjustment, the Resources (and definitions of the Resource Units) for each such component are as set forth in the applicable Pricing Table.

(b) Supplier shall take all reasonable efforts to perform the Services despite such volume fluctuations, which efforts may include cross-training the Supplier Staff with respect to the various functions comprising the Services so that Supplier can shift Supplier Staff in response to shifts in Actual RUs. Supplier acknowledges and agrees that Actual RUs may fluctuate when compared against the applicable Resource Baseline, however, Supplier shall not be entitled to additional Charges or other compensation due to changes in Actual RUs except as set forth in Section 5.5(c) and Section 5.6.

(c) If, with respect to a Resource (or other component of the Services), there is a material spike in the level of demand related to that Resource (or other component of the Services) when viewed in light of all of the relevant facts and circumstances, including the historical seasonal demand related to that Resource (or other component of the Services), the applicable Deadband, and such spike in demand could not have been reasonably anticipated by Supplier then Supplier may, to the extent that such spike materially impacts Supplier’s ability to deliver the applicable Services (or the component thereof) during the period of the spike in the level of demand, notify the LS&Co. Global Lead for the applicable Service Category (“Spike Notice”). The Spike Notice shall include all details necessary or desirable to enable the LS&Co. Global Lead for the applicable Service Category to understand the nature of the spike and its impact on the performance of the Services (including, number of FTEs performing the Services, level of productivity, historical and forecast volumes for the applicable Services, seasonal variations to demand, historical and current performance trends with respect to the applicable Services, and such other information reasonably required by LS&Co.). Promptly after the receipt by LS&Co. of a valid Spike Notice, the LS&Co. Global Lead for the applicable Service Category and the Supplier Global Lead for the applicable Service Category shall meet (in person or by telephone) to discuss potential solutions for mitigating the impact of such spike (which resolution may include throttling LS&Co.’s demand for such Service, providing limited and time bounded relief to Service Levels or authorizing limited additional Charges to accommodate overtime or temporary resources (if and to the extent that the facts and circumstances demonstrate that Supplier is

LS&Co. – Exhibit 4 – Pricing Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

unable to address the demand without Supplier incurring material additional costs or increasing in a material manner the Supplier Staff beyond, in each case, that which is ordinarily used or incurred by Supplier to provide the Services)). To the extent that the LS&Co. Global Lead for the applicable Service Category and the Supplier Global Lead for the applicable Service Category are able to agree on acceptable mitigating arrangements such mitigating arrangements shall be documented in writing signed by both of them. Any such mitigating arrangements agreed to by the Parties shall only be effective for the limited duration of the spike in question, as agreed to by the Parties, and shall not apply to future spikes (irrespective of the similarity or terms of mitigating arrangements agreed to by the LS&Co. Global Lead for the applicable Service Category and the Supplier Global Lead for the applicable Service Category). LS&Co. shall have no responsibility for the costs and expenses related to any activities of Supplier that are undertaken to mitigate a spike unless such mitigation has been approved by LS&Co. in accordance with the requirements in this Section 5.5(c).

(d) Supplier shall maintain a register of all Spike Notices submitted to LS&Co., which register shall contain a copy of the Spike Notice, the minutes of any discussions between the applicable Global Lead and the agreed to disposition of each such Spike Notice (including a copy of the document signed by the applicable Global Leads). Such register shall be up-to-date and accessible by LS&Co., including the members of LS&Co.’s governance team and management team. Additionally, Supplier shall provide a report to the LS&Co. Governance Executive on a monthly basis (to be provided by no later than the 10th business day of the month) detailing any Spike Notices that have been submitted in the prior month and all relevant information on each of the Spike Notices.

5.6 Ongoing Changes in FTEs. The increments that represent the workload of one FTE under a Resource (each, an “FTE Increment”) and the actual Deadband for each Resource are set forth in the applicable Pricing Tables. If the Actual RUs for a Resource within a month falls within the Deadband then there shall be no adjustment to the Base Workforce or the Monthly Workforce Charge. If, for any Resource, the Actual RUs for that Resource exceeds or falls below the Deadband by an FTE Increment or more and such change persists for a 90-day period, or either Party expects such change to persists for a 90-day period (each such instance, a “Substantial Workforce Change”), then Supplier shall provide notice of such Substantial Workforce Change to LS&Co. If:

(a) the Substantial Workforce Change results in an increase in the Actual RUs above the Deadband by more than the applicable FTE Increment, then LS&Co. may elect to add additional FTEs to the Base Workforce to accommodate the Substantial Workforce Change, in which case Supplier shall be entitled to: (i) increase the Base Workforce by the number of FTEs agreed to by the Parties, and if LS&Co. elects to accept such increase in the Base Workforce, Supplier shall implement such increase within 30 days (or such other period mutually agreed to by the Parties) of notice of LS&Co.’s election; and (ii) increase, on and from the date that each such FTE is added, the Base Workforce Charge by the monthly Rate associated with the FTE or FTEs added to the Base Workforce (based on skills and experience of such FTE). If LS&Co. elects not to increase the Base Workforce to accommodate the Substantial Workforce Change then Supplier may be entitled to relief from any applicable Service Level Failure pursuant to Section 8(g) of Exhibit 3; and

(b) the Substantial Workforce Change results in a decrease in the Actual RUs below the Deadband by more than the applicable FTE Increment, then Supplier shall decrease the number of FTEs in the Base Workforce to reflect such decrease in demand for the applicable Services and decrease, on and from the date that such FTE is removed, the Base Workforce Charge by the monthly Rate associated with the FTE or FTEs removed from the Base Workforce (based on skills and experience of each such FTE).

5.7 Completion of FTE Increments, Resource Definitions and Resource Baselines. As part of Supplier’s responsibilities for Knowledge Acquisition, Supplier shall provide a detailed proposal setting out Supplier’s view of the Resources, Resource Baselines and FTE Increments that shall be used with respect to those Resources, Resource Baselines and FTE Increments that are specified in an applicable Pricing Table as “TBD.” As part of any such proposal, Supplier shall provide an analysis of the application of the items in its proposal and such other information or materials as is required by LS&Co. Any such proposal provided by Supplier shall not change the total Charges due to be paid by LS&Co. (that is, the underlying fundamental economics shall not change). Upon delivery of Supplier’s proposal the Parties will work in good faith to agree to a final position for each Resource, Resource Baseline and FTE Increment addressed in Supplier’s proposal; provided that the Resources, Resource Baselines and FTE Increments shall not be applied without the agreement of both Parties on final language pursuant to the Contract Change Process.

LS&Co. – Exhibit 4 – Pricing Page 8

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

5.8 Conversion of Pricing to Consumption Pricing. At the request of LS&Co., Supplier shall prepare a proposal to convert from the pricing set forth in this Section 5 to Consumption Pricing. As part of any such proposal, Supplier shall provide an analysis of the advantages and risks associated with any potential conversion to such a pricing model. The pricing model proposed by Supplier shall: (a) reflect the productivity improvements set forth in the applicable Pricing Tables; (b) take into account the different Resource types that accomplish the same or a substantially similar goal but have different underlying costs (e.g., electronic invoices cost less than paper invoices) and Supplier shall propose the Base Charges and ARC Rates and RRC Rates for each Resource type accordingly; (c) include ARC Rates and RRC Rates that reflect unit rates on a banded basis where increasing volumes above a specified baseline will result in reducing unit rates and decreasing volumes will result in increasing unit rates in each subsequent band; (d) not change the total Charges due to be paid by LS&Co. at the time of the transition to charging on the basis of Base Charges subject to ARCs and RRCs (that is, the underlying fundamental economics shall not change); provided that, for clarity, the total Charges may change from month to month after that point in time to reflect changes in volume. No conversion to Consumption Pricing shall be effective without the agreement of both Parties.

6. PASS-THROUGH EXPENSES.

6.1 General. All Pass-Through Expenses are identified on the applicable Pricing Table. Unless otherwise expressly specified on the applicable Pricing Table, Supplier shall not charge LS&Co. any markup or fee in connection with any Pass-Through Expense.

6.2 Services and Materials. With respect to services or materials paid for on a Pass-Through Expenses basis, LS&Co. reserves the right to: (a) obtain such services or materials directly from a third party; (b) designate the third party who will provide such services or materials; except that in the event that Supplier has reasonable objections (based on objective grounds) to such third party, the Parties shall work in good faith to resolve such objections; (c) designate the particular services or materials (e.g., equipment make and model) that Supplier will obtain, except that in the event that Supplier has reasonable objections (based on objective grounds) that such services or materials will materially impact Supplier’s performance of the Services, the Parties shall work in good faith to resolve such objections; (d) designate the terms for obtaining such services or materials (e.g., purchase or lease and one-off payment or payment over time); (e) reasonably require Supplier to identify and consider multiple sources for such services or materials, or to conduct a competitive procurement; and (f) review and approve the Pass-Through Expense for such services or materials before entering into a contract for such services or materials.

6.3 Requirements for Pass-Through Expenses. All Pass-Through Expenses that are reimbursable by LS&Co. to Supplier pursuant to this Section shall be (a) limited to those expenses that are reasonable, actual and documented (and all travel expenses shall be subject to LS&Co.’s travel policies); (b) itemized in the monthly invoice issued by Supplier immediately following the fiscal month in which such Pass-Through Expenses were incurred and paid by Supplier with sufficient detail to permit LS&Co. to determine whether such Pass-Through Expenses comply with LS&Co.’s requirements; and (c) accompanied, when requested by LS&Co., by copies of all applicable documentary evidence (such as copies of receipts). Supplier shall (i) review and validate any Pass-Through Expenses; (ii) identify any errors or omissions in any Pass-Through Expenses; and (iii) communicate with the applicable vendor to correct any errors or omissions, resolve any questions or issues and obtain any applicable credit for LS&Co. Pass-Through Expenses incurred in any currency other than U.S. dollars shall be converted to U.S. dollars at the foreign exchange rate published in the Wall Street Journal and in effect as of the date such expenses are incurred by Supplier. On a periodic basis Supplier shall review the amounts paid for Pass-Through Expenses and the third parties used to provide the applicable services and materials to ensure that such: (1) services and materials continue to be provided at a competitive price given the then current market prices for equivalent materials or services; and (2) third party (or third parties) is/are the most appropriate provider(s) of such materials or services in light of all of the facts and circumstances, including the amount of the Pass-Through Expenses.

6.4 Rebates. If Supplier receives a refund, credit, rebate, volume or other discount for goods, services or expenses previously paid for by LS&Co. as part of a Pass-Through Expense, to the extent which such refund, credit, rebate, volume or other discount has not already been accounted for in Supplier’s pricing, Supplier shall promptly notify LS&Co. of such refund, credit, rebate, volume or other discount and shall promptly pay the full amount of such refund, credit, rebate, volume or other discount, as the case maybe, to LS&Co.

LS&Co. – Exhibit 4 – Pricing Page 9

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

7. COST OF LIVING ADJUSTMENTS.

The risk of cost-of-living increases or variations in inflation rates have been included in the Charges. Accordingly, there shall be no periodic adjustments to the Charges during the Term and the Charges are not subject to adjustment to account for any inflation or cost-of-living increases.

8. CHARGEABLE PROJECT SUPPORT.

8.1 Chargeable Project Support. Any time or resources that Supplier Staff expend on activities described in Exhibit 2 shall not be billed to LS&Co. as Chargeable Project Support. The applicable Pricing Table sets forth certain labor rates for Productive Hours (the “Rates”) for Supplier Staff providing Services on a time and materials basis as part of a Project, Change or New Service. Chargeable Project Support shall be performed on a fixed fee, time-and-materials or other basis, depending on the nature of the Project and the pricing structure agreed upon by the Parties in the Work Order. No Charges for Chargeable Project Support or expenses shall be payable by LS&Co. under a Work Order unless expressly agreed upon by LS&Co. pursuant to such Work Order. No work shall be commenced by Supplier on a Project prior to receipt of LS&Co.’s approval for such Project, by LS&Co. executing and delivering to Supplier the Work Order. LS&Co. shall approve in advance the nature and extent of the Project Services to be provided by Supplier and the level of effort to be expended by Supplier Staff in connection therewith, and may, in its reasonable discretion, increase or decrease such Services and/or effort on a monthly basis.

8.2 Estimates. For each Project, Supplier shall, at its cost, provide LS&Co. with an estimate of the Charges for approval by LS&Co. prior to work commencing on that Project. Such estimate shall take into account: (a) LS&Co.’s requirements regarding the qualifications of the Supplier Staff to be used and the location of those Supplier Staff; (b) the applicable Rate for the required Supplier Staff; (c) Supplier’s view of the likely effort required to complete the Project; and (d) the onshore/offshore mix for the Project. Supplier shall not charge LS&Co. more than any estimate given for the Project, without first obtaining LS&Co.’s consent. Unless otherwise requested by LS&Co., Supplier shall provide a firm and fixed estimate of the Charges (“Fixed Fee”).

8.3 Payment-Based Milestones. The Parties shall specify the Payment-Based Milestones for the Project in the Work Order. The Payment-Based Milestones shall be associated with defined deliverables that align with completion of specified phases of the Project or interim deliverables for the Project that are measurable and acceptable to LS&Co. The Payment-Based Milestones shall be included as part of the Project upon the Parties agreement to the Work Order. If Supplier fails to achieve any Payment Based Milestone by the date specified for that Payment Based Milestone, LS&Co. shall not be required to pay any portion of the Charges associated with the Payment Based Milestone (“Milestone Amount”) unless and until the completion of that Payment Based Milestone is approved by LS&Co. The Parties agree that the Milestone Amount shall reflect the accrued but not yet invoiced Charges that Supplier has incurred in performing the Project in relation to the related Payment Based Milestone. After any given Payment Based Milestone has been achieved by Supplier, and completion of that Payment Based Milestone has been approved by LS&Co., Supplier may invoice LS&Co. for the Milestone Amount specifically related to such Payment Based Milestone. Supplier shall not invoice LS&Co. for any amounts other than the Milestone Amount.

8.4 Fixed Fee. If LS&Co. elects to accept a Fixed Fee for a Work Order then the agreed Fixed Fee shall apply upon execution of that Work Order and Supplier shall perform the Services in the applicable Work Order for the Fixed Fee, subject to any amendment to that Fixed Fee agreed to by the Parties in accordance with the Contract Change Process. A Fixed Fee shall not be adjusted based on the actual Productive Hours expended by Supplier Staff in the performance of the Project. Unless otherwise agreed to by the Parties in the Work Order, Supplier shall invoice the Fixed Charges upon achievement of each applicable Payment Based Milestone. For the avoidance of doubt, Supplier must complete the Services and provide the deliverables specified in the applicable Work Order (excluding any changes requested by LS&Co. and agreed to through the Change Control Procedures) without invoicing LS&Co. for more than the specified Fixed Fee, even if Supplier incorrectly estimated the resources or level of effort required to perform such Services or provide such Deliverable.

LS&Co. – Exhibit 4 – Pricing Page 10

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

8.5 Time and Materials Charges. For a Project completed on a time and materials basis, Supplier shall measure, track and report Productive Hours by Supplier Staff on a monthly basis. Supplier shall: (a) only charge for the Productive Hours spent by the Supplier Staff in performing the Project and (b) not charge for Supplier Staff unless the use of such Supplier Staff has been approved in advance by LS&Co. Where no Payment-Based Milestones are specified for a Project completed on a time and materials basis, the

Charges in each month shall be the sum of the amounts calculated by multiplying, for each member of the Supplier Staff assigned to the Project who has been providing Services, the applicable Rate for that member of the Supplier Staff by the number of Productive Hours worked by that member of the Supplier Staff in support of Project during the month.

8.6 Termination of a Work Order. If LS&Co. terminates a Work Order for convenience and that Work Order includes Payment-Based Milestones, LS&Co. shall pay to Supplier: (a) any amount earned by Supplier for Payment-Based Milestones completed and accepted prior to the effective date of termination; (b) a pro rata portion of the actual effort expended on any milestones or deliverables in progress (to the extent Supplier has not performed a milestone or deliverable in advance of the schedule set forth in the applicable Work Order); and (c) amounts for tools, hardware, pre-paid software and other infrastructure acquired by Supplier on behalf of LS&Co. and for which Supplier has not been reimbursed by LS&Co.; as such tools, hardware, pre-paid software and other infrastructure is specifically detailed in the Work Order; provided however that such expenses shall be reduced to the extent LS&Co. or its designees assume such financial obligations; and provided further that, Supplier uses all reasonable efforts to reuse, redeploy or return such tools, hardware, pre-paid software and other infrastructure.

8.7 Volume Discount. Supplier shall provide a tiered volume rebate based on the aggregate amount of LS&Co.’s committed spend for Projects (excluding any discount) during each Contract Year (“Project Spend”). No later than 30 days after the end of each Contract Year, Supplier shall pay to LS&Co. an amount equal to the appropriate Project Spend tier for the Contract Year set forth below multiplied by the corresponding volume rebate percentage set forth below.

Project Spend		Volume Rebate Percentage
[****]*	[****]*	[****]*
[****]*	[****]*	[****]*
[****]*	[****]*	[****]*

For the purposes of clarity, LS&Co. shall only be entitled to a discount of [****]* in a Contract Year if the amount of LS&Co.’s committed Project Spend exceeds $[****]*.

LS&Co. – Exhibit 4 – Pricing Page 11

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

MASTER SERVICES AGREEMENT*

By and Between

Levi Strauss & Co.

And

Wipro Limited

November 7, 2014

Exhibit 4

Pricing Tables

Attachment 4.1.1

Human Resources

* Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.1- Pricing Tables - Human Resources

LSA Pricing Exhibit

A) Annual Productivity Gains

Activities:	Year 1		Year 2		Year 3		Year 4		Year 5
Employee Relations		[****]*		[****]*		[****]*		[****]*		[****]*
Leave Management		[****]*		[****]*		[****]*		[****]*		[****]*
Recruitment		[****]*		[****]*		[****]*		[****]*		[****]*
Offboarding		[****]*		[****]*		[****]*		[****]*		[****]*
Benefits Administration		[****]*		[****]*		[****]*		[****]*		[****]*
Employee Data Management / HRIS		[****]*		[****]*		[****]*		[****]*		[****]*

B) Pricing Table - Cost Per Hour FTE

Activities:	On shore		Offshore		Nearshore
Employee Relations		[****]*		[****]*		[****]*
Leave Management		[****]*		[****]*		[****]*
Recruitment		[****]*		[****]*		[****]*
Offboarding		[****]*		[****]*		[****]*
Benefits Administration		[****]*		[****]*		[****]*
Employee Data Management / HRIS		[****]*		[****]*		[****]*

C) Productive Hours

Productive Hours [****]*

D) Personnel Projection Matrix (including annual productivity gain)

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Employee Relations	On shore Offshore Nearshore		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*
Leave Management	On shore Offshore Nearshore		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*
Recruitment	On shore Offshore Nearshore		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*
Offboarding	On shore Offshore Nearshore		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*
Benefits Administration	On shore Offshore Nearshore		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*
Employee Data Management / HRIS	On shore Offshore Nearshore		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*
	Total FTE Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

E) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Year 5

Mailroom & Scanning - Solution to be defined

TBD

TBD

TBD

TBD

TBD

Outbound Calls & Call Forwarding - Solution to be defined

TBD

TBD

TBD

TBD

TBD

Total Pass Through Cost Per Year

$

—

$

—

$

—

$

—

$

—

F) Overall Cost: Total FTE and Pass Through Costs Per year

	Year 1		Year 2		Year 3		Year 4		Year 5
Total On-going + Pass Through Cost Per Year	$	[****]*	$	[****]*	$	[****]*	$	[****]*	$	[****]*

CONFIDENTIAL TREATMENT REQUESTED

G) FTE Increment

Activities:	Volume Per FTE		Unit of Measurement
Employee Relations		TBD		TBD
Leave Management		TBD		TBD
Recruitment		TBD		TBD
Offboarding		TBD		TBD
Benefits Administration		TBD		TBD
Employee Data Management / HRIS		TBD		TBD

H) Annual Volume

Activities:	Annual Volume		Units of Measurement
Employee Relations		[****]*	ER Cases
Leave Management		[****]*	Number of leaves
Recruitment		[****]*	Number of offers generated
Offboarding		[****]*	Number of terminations entered in the system
Benefits Administration		[****]*	Number of benefits updates done
Employee Data Management / HRIS		[****]*	Number of employee data updates done

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.1- Pricing Tables - Human Resources

LSE Pricing Exhibit

A) Annual Productivity Gains

Activities:	Year 1		Year 2		Year 3		Year 4		Year 5
Employee Relations		[****]*		[****]*		[****]*		[****]*		[****]*
Leave Management		[****]*		[****]*		[****]*		[****]*		[****]*
Recruitment		[****]*		[****]*		[****]*		[****]*		[****]*
Offboarding		[****]*		[****]*		[****]*		[****]*		[****]*
Benefits Administration		[****]*		[****]*		[****]*		[****]*		[****]*
Compensation Administration		[****]*		[****]*		[****]*		[****]*		[****]*
Performance Management		[****]*		[****]*		[****]*		[****]*		[****]*
Employee Data Management / HRIS		[****]*		[****]*		[****]*		[****]*		[****]*

B) Pricing Table - Cost Per Hour FTE

Activities:	On shore		Offshore		Nearshore
Employee Relations		[****]*		[****]*		[****]*
Leave Management		[****]*		[****]*		[****]*
Recruitment		[****]*		[****]*		[****]*
Offboarding		[****]*		[****]*		[****]*
Benefits Administration		[****]*		[****]*		[****]*
Compensation Administration		[****]*		[****]*		[****]*
Performance Management		[****]*		[****]*		[****]*
Employee Data Management / HRIS		[****]*		[****]*		[****]*

C) Productive Hours

Productive Hours [****]*

D) Personnel Projection Matrix (including annual productivity gain)

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Employee Relations	On shore Offshore Nearshore		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*
Leave Management	On shore Offshore Nearshore		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*
Recruitment	On shore Offshore Nearshore		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*
Offboarding	On shore Offshore Nearshore		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*
Benefits Administration	On shore Offshore Nearshore		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*
Compensation Administration	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore Nearshore		[****]* [****]*		[****]* [****]*		[****]* [****]*		[****]* [****]*		[****]* [****]*
Performance Management	On shore Offshore Nearshore		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Employee Data Management / HRIS	On shore Offshore Nearshore		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*		[****]* [****]* [****]*
	Total FTE Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

E) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Year 5

Mailroom & Scanning - Solution to be defined

TBD

TBD

TBD

TBD

TBD

Outbound Calls & Call Forwarding - Solution to be defined

TBD

TBD

TBD

TBD

TBD

Total Pass Through Cost Per Year

$

—

$

—

$

—

$

—

$

—

F) Overall Cost: Total FTE and Pass Through Costs Per year

	Year 1		Year 2		Year 3		Year 4		Year 5
Total On-going + Pass Through Cost Per Year	$	[****]	$	[****]	$	[****]	$	[****]	$	[****]

G) FTE Increment

Activities:	Volume Per FTE		Unit of Measurement
Employee Relations		TBD		TBD
Leave Management		TBD		TBD
Recruitment		TBD		TBD
Offboarding		TBD		TBD
Benefits Administration		TBD		TBD
Compensation Administration		TBD		TBD
Performance Management		TBD		TBD
Employee Data Management / HRIS		TBD		TBD

H) Annual Volume

Activities:	Annual Volume		Units of Measurement
Employee Relations		TBD	ER Cases
Leave Management		TBD	Number of leaves
Recruitment		TBD	Number of offers generated
Offboarding		TBD	Number of terminations entered in the system
Benefits Administration		TBD	Number of benefits updates done
Compensation Administration		TBD	Compensation data updates
Performance Management		TBD	Performance Management Data Updates
Employee Data Management / HRIS		TBD	Number of employee data updates done

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.1- Pricing Tables - Human Resources

AMA Pricing Exhibit

A) Annual Productivity Gains

Activities:	Year 1		Year 2		Year 3		Year 4		Year 5
Employee Relations		[****]*		[****]*		[****]*		[****]*		[****]*
Leave Management		[****]*		[****]*		[****]*		[****]*		[****]*
Recruitment		[****]*		[****]*		[****]*		[****]*		[****]*
Offboarding		[****]*		[****]*		[****]*		[****]*		[****]*
Benefits Administration		[****]*		[****]*		[****]*		[****]*		[****]*
Compensation Administration		[****]*		[****]*		[****]*		[****]*		[****]*
Performance Management		[****]*		[****]*		[****]*		[****]*		[****]*
Employee Data Management / HRIS		[****]*		[****]*		[****]*		[****]*		[****]*

B) Pricing Table - Cost Per Hour FTE

Activities:	On shore		Offshore		Nearshore
Employee Relations		[****]*		[****]*		[****]*
Leave Management		[****]*		[****]*		[****]*
Recruitment		[****]*		[****]*		[****]*
Offboarding		[****]*		[****]*		[****]*
Benefits Administration		[****]*		[****]*		[****]*
Compensation Administration		[****]*		[****]*		[****]*
Performance Management		[****]*		[****]*		[****]*
Employee Data Management / HRIS		[****]*		[****]*		[****]*

C) Productive Hours

Productive Hours [****]*

D) Personnel Projection Matrix (including annual productivity gain)

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Employee Relations	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Leave Management	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Recruitment	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Offboarding	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Benefits Administration	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Compensation Administration	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Performance Management	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Employee Data Management / HRIS	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Total FTE Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

E) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Year 5

Mailroom & Scanning—Solution to be defined

TBD

TBD

TBD

TBD

TBD

Outbound Calls & Call Forwarding—Solution to be defined

TBD

TBD

TBD

TBD

TBD

Total Pass Through Cost Per Year

$

—

$

—

$

—

$

—

$

—

F) Overall Cost: Total FTE and Pass Through Costs Per year

	Year 1		Year 2		Year 3		Year 4		Year 5
Total On-going + Pass Through Cost Per Year		[****] *		[****] *		[****] *		[****] *		[****] *

G) FTE Increment

Activities:	Volume Per FTE	Unit of Measurement
Employee Relations	TBD	TBD
Leave Management	TBD	TBD
Recruitment	TBD	TBD
Offboarding	TBD	TBD
Benefits Administration	TBD	TBD
Compensation Administration	TBD	TBD
Performance Management	TBD	TBD
Employee Data Management / HRIS	TBD	TBD

H) Annual Volume

Activities:	Annual Volume		Units of Measurement
Employee Relations		[****]*	ER Cases
Leave Management		TBD	Number of leaves
Recruitment		[****]*	Number of offers generated
Offboarding		[****]*	Number of terminations entered in the system
Benefits Administration		TBD	Number of benefits updates done
Compensation Administration		TBD	Compensation data updates
Performance Management		TBD	Performance Management Data Updates
Employee Data Management / HRIS		TBD	Number of employee data updates done

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.1- Pricing Tables - Human Resources

Volume Details

A) Employee Relations

Annualized

JAN

FEB

MAR

APR

MAY

JUN

JUL

AUG

SEP

OCT

NOV

DEC

Total

LSA

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE

TBD

AMA

Monthly volumes TBD

[****]*

B) Leave Management

JAN

FEB

MAR

APR

MAY

JUN

JUL

AUG

SEP

OCT

NOV

DEC

Total

LSA

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE

TBD

AMA

TBD

C) Recruitment

JAN

FEB

MAR

APR

MAY

JUN

JUL

AUG

SEP

OCT

NOV

DEC

Total

LSA

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE

TBD

AMA

Monthly volumes TBD

[****]*

D) Offboarding

JAN

FEB

MAR

APR

MAY

JUN

JUL

AUG

SEP

OCT

NOV

DEC

Total

LSA

TBD

LSE

TBD

AMA

Monthly volumes TBD

[****]*

E) Benefits Administration

JAN

FEB

MAR

APR

MAY

JUN

JUL

AUG

SEP

OCT

NOV

DEC

Total

LSA

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE

TBD

AMA

TBD

F) Compensation Administration

JAN

FEB

MAR

APR

MAY

JUN

JUL

AUG

SEP

OCT

NOV

DEC

Total

LSA

TBD

LSE

TBD

AMA

TBD

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

G) Performance Management

JAN

FEB

MAR

APR

MAY

JUN

JUL

AUG

SEP

OCT

NOV

DEC

Total

LSA

TBD

LSE

TBD

AMA

TBD

H) Employee Data Management / HRIS

JAN

FEB

MAR

APR

MAY

JUN

JUL

AUG

SEP

OCT

NOV

DEC

Total

LSA

TBD

LSE

TBD

AMA

TBD

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.1- Pricing Tables - Human Resources

HR Portal and Knowledge Base

HR Portal

Implementation	$		[****]*
Maintenance	$	/year	[****]*
Optional Services	$	/day	[****]*	Subject to scope

Knowledge Base

Implementation	$	[****]*	Includes: - 1 x Access points (includes up to [****]* categories) - Correspondence management (Includes basic contact form): (Limited to single inbox) - Responsive design with [****]* break point - Rating system - Feedback system - Search ahead - [****]* training session
License Fees	$ / year	[****]*	Based on [****]* employees
Access points per group	$ / year	[****]*	Based on one access point
Administrator License Fees	$ / year	[****]*	Based on [****]* agents
Web chat	$ / year	[****]*	Based on up to [****]* agents
Maintenance fees	$ / year	[****]*
Optional services
Additional access point / brand	$	[****]*	Includes up to [****]* brand categories/brand
XML feeds	$	[****]*	Depending on requirements
Additional inboxes	$	[****]*	Depending on number
Additional content categories	$	[****]*	Depending on number
Promotion engine for 4 adverts	$	[****]*	Either banners, or textual ads, or combination of both
Additional languages
Build fees	$ / language	[****]*
License fees	$ / language / year	[****]*
Additional training fees	$ / day	[****]*
Integration into 3rd party system	$ / day	[****]*	Subject to scoping
Consultancy fees	$ / day	[****]*
Additional licence	$ / user	[****]*	For users over [****]* employees

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

MASTER SERVICES AGREEMENT*

By and Between

Levi Strauss & Co.

And

Wipro Limited

November 7, 2014

Exhibit 4

Pricing Tables

Attachment 4.1.2

Finance Services

* Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Attachment 4.1.2 - Pricing Tables - Finance Services

LSA Pricing Exhibit

A) Annual Productivity Gains

Activities:	Year 1		Year 2		Year 3		Year 4		Year 5
Accounts Payable		[****]*		[****]*		[****]*		[****]*		[****]*
Travel & Expense Processing		[****]*		[****]*		[****]*		[****]*		[****]*
Payroll		[****]*		[****]*		[****]*		[****]*		[****]*
Accounts Receivable		[****]*		[****]*		[****]*		[****]*		[****]*
General Accounting		[****]*		[****]*		[****]*		[****]*		[****]*
Inventory Accounting		[****]*		[****]*		[****]*		[****]*		[****]*
Treasury Transactions		[****]*		[****]*		[****]*		[****]*		[****]*
Internal Reporting		[****]*		[****]*		[****]*		[****]*		[****]*
Procurement Enablement		[****]*		[****]*		[****]*		[****]*		[****]*
Technology and Master Data		[****]*		[****]*		[****]*		[****]*		[****]*

B) Pricing Table - Cost Per Hour FTE

Activities:	On shore		Offshore		Nearshore
Accounts Payable		[****]*		[****]*		[****]*
Travel & Expense Processing		[****]*		[****]*		[****]*
Payroll		[****]*		[****]*		[****]*
Accounts Receivable		[****]*		[****]*		[****]*
General Accounting		[****]*		[****]*		[****]*
Inventory Accounting		[****]*		[****]*		[****]*
Treasury Transactions		[****]*		[****]*		[****]*
Internal Reporting		[****]*		[****]*		[****]*
Procurement Enablement		[****]*		[****]*		[****]*
Technology and Master Data		[****]*		[****]*		[****]*

C) Productive Hours

Productive Hours [****]*

D) Personnel Projection Matrix (including annual productivity gain)

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Accounts Payable	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Travel & Expense Processing	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Payroll	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Accounts Receivable	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
General Accounting	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Inventory Accounting	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Treasury Transactions	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Internal Reporting	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Procurement Enablement	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Technology and Master Data	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Total FTE Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

E) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Year 5

Mailroom & Scanning - Solution to be defined

TBD

TBD

TBD

TBD

TBD

Outbound Calls & Call Forwarding - Solution to be defined

TBD

TBD

TBD

TBD

TBD

Total Pass Through Cost Per Year

$

—

$

—

$

—

$

—

$

—

F) Overall Cost: Total FTE and Pass Through Costs Per year

	Year 1		Year 2		Year 3		Year 4		Year 5
Total On-going + Pass Through Cost Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

G) FTE Increment

Activities:	Volume Per FTE	Unit of Measurement
Accounts Payable	TBD	TBD
Travel & Expense Processing	TBD	TBD
Payroll	TBD	TBD
Accounts Receivable	TBD	TBD
General Accounting	TBD	TBD
Inventory Accounting	TBD	TBD
Treasury Transactions	TBD	TBD
Internal Reporting	TBD	TBD
Procurement Enablement	TBD	TBD
Technology and Master Data	TBD	TBD

H) Annual Volume

Activities:	Annual Volume		Units of Measurement
Accounts Payable		[****]*	Total invoice processing + Trade Payables + invoice payment. TBC during TA/KA
Travel & Expense Processing		[****]*	Touched expense reports [****]*. Excludes automatic. TBC during TA/KA
Payroll		[****]*	Number of employees supported (salaried + Hourly) excluding holiday hires. TBC during TA/KA
Accounts Receivable		[****]*	Payments Received ([****]* only, others tbc during TA/KA)
General Accounting		TBD	TBD
Inventory Accounting		TBD	TBD
Treasury Transactions		TBD	TBD
Internal Reporting		TBD	TBD
Procurement Enablement		[****]*	Number of POs created ([****]* only, others tbc during TA/KA)
Technology and Master Data		[****]*	VMD requests in [****]* only. TBC during TA/KA

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Attachment 4.1.2 - Pricing Tables - Finance Services

LSE Pricing Exhibit

A) Annual Productivity Gains

Activities:	Year 1		Year 2		Year 3		Year 4		Year 5
Accounts Payable		[****]*		[****]*		[****]*		[****]*		[****]*
Travel & Expense Processing		[****]*		[****]*		[****]*		[****]*		[****]*
Payroll		[****]*		[****]*		[****]*		[****]*		[****]*
Accounts Receivable		[****]*		[****]*		[****]*		[****]*		[****]*
General Accounting		[****]*		[****]*		[****]*		[****]*		[****]*
Inventory Accounting		[****]*		[****]*		[****]*		[****]*		[****]*
Treasury Transactions		[****]*		[****]*		[****]*		[****]*		[****]*
Internal Reporting		[****]*		[****]*		[****]*		[****]*		[****]*
Procurement Enablement		[****]*		[****]*		[****]*		[****]*		[****]*
Technology and Master Data		[****]*		[****]*		[****]*		[****]*		[****]*

B) Pricing Table - Cost Per Hour FTE

Activities:	On shore		Offshore		Nearshore
Accounts Payable		[****]*		[****]*		[****]*
Travel & Expense Processing		[****]*		[****]*		[****]*
Payroll		[****]*		[****]*		[****]*
Accounts Receivable		[****]*		[****]*		[****]*
General Accounting		[****]*		[****]*		[****]*
Inventory Accounting		[****]*		[****]*		[****]*
Treasury Transactions		[****]*		[****]*		[****]*
Internal Reporting		[****]*		[****]*		[****]*
Procurement Enablement		[****]*		[****]*		[****]*
Technology and Master Data		[****]*		[****]*		[****]*

C) Productive Hours

Productive Hours [****]*

D) Personnel Projection Matrix (including annual productivity gain)

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Accounts Payable	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Travel & Expense Processing	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Payroll	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Accounts Receivable	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
General Accounting	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Inventory Accounting	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Treasury Transactions	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Internal Reporting	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Procurement Enablement	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Technology and Master Data	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Total FTE Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

E) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Year 5

Mailroom & Scanning - Solution to be defined

TBD

TBD

TBD

TBD

TBD

Outbound Calls & Call Forwarding - Solution to be defined

TBD

TBD

TBD

TBD

TBD

Total Pass Through Cost Per Year

$

—

$

—

$

—

$

—

$

—

F) Overall Cost: Total FTE and Pass Through Costs Per year

	Year 1		Year 2		Year 3		Year 4		Year 5
Total On-going + Pass Through Cost Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

G) FTE Increment

Activities:	Volume Per FTE	Unit of Measurement
Accounts Payable	TBD	TBD
Travel & Expense Processing	TBD	TBD
Payroll	TBD	TBD
Accounts Receivable	TBD	TBD
General Accounting	TBD	TBD
Inventory Accounting	TBD	TBD
Treasury Transactions	TBD	TBD
Internal Reporting	TBD	TBD
Procurement Enablement	TBD	TBD
Technology and Master Data	TBD	TBD

H) Annual Volume

Activities:	Annual Volume		Units of Measurement
Accounts Payable		[****]*	Total invoice processing + Trade Payables + invoice payment. TBC during TA/KA
Travel & Expense Processing		[****]*	Touched expense reports. TBC during TA/KA
Payroll		[****]*	Number of employees supported (to be confirmed during TA/KA)
Accounts Receivable		[****]*	Payments Received (excludes other activities such as customer disputes, etc which has to be accounted for in TA/KA)
General Accounting		TBD	TBD
Inventory Accounting		TBD	TBD
Treasury Transactions		TBD	TBD
Internal Reporting		TBD	TBD
Procurement Enablement		[****]*	Number of POs created. TBC during TA/KA
Technology and Master Data		[****]*	VMD requests in [****]* only. TBC during TA/KA

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Attachment 4.1.2 – Pricing Tables – Finance Services

AMA Pricing Exhibit

A) Annual Productivity Gains

Activities:	Year 1		Year 2		Year 3		Year 4		Year 5
Accounts Payable		[****]*		[****]*		[****]*		[****]*		[****]*
Travel & Expense Processing		[****]*		[****]*		[****]*		[****]*		[****]*
Payroll		[****]*		[****]*		[****]*		[****]*		[****]*
Accounts Receivable		[****]*		[****]*		[****]*		[****]*		[****]*
General Accounting		[****]*		[****]*		[****]*		[****]*		[****]*
Inventory Accounting		[****]*		[****]*		[****]*		[****]*		[****]*
Treasury Transactions		[****]*		[****]*		[****]*		[****]*		[****]*
Internal Reporting		[****]*		[****]*		[****]*		[****]*		[****]*
Procurement Enablement		[****]*		[****]*		[****]*		[****]*		[****]*
Technology and Master Data		[****]*		[****]*		[****]*		[****]*		[****]*

B) Pricing Table – Cost Per Hour FTE

Activities:	On shore		Offshore		Nearshore
Accounts Payable		[****]*		[****]*		[****]*
Travel & Expense Processing		[****]*		[****]*		[****]*
Payroll		[****]*		[****]*		[****]*
Accounts Receivable		[****]*		[****]*		[****]*
General Accounting		[****]*		[****]*		[****]*
Inventory Accounting		[****]*		[****]*		[****]*
Treasury Transactions		[****]*		[****]*		[****]*
Internal Reporting		[****]*		[****]*		[****]*
Procurement Enablement		[****]*		[****]*		[****]*
Technology and Master Data		[****]*		[****]*		[****]*

C) Productive Hours

Productive Hours [****]*

D) Personnel Projection Matrix (including annual productivity gain)

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Accounts Payable	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Travel & Expense Processing	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Payroll	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Accounts Receivable	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
General Accounting	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Inventory Accounting	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Treasury Transactions	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Internal Reporting	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Procurement Enablement	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Technology and Master Data	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Total FTE Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

E) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Year 5

Mailroom & Scanning – Solution to be defined

TBD

TBD

TBD

TBD

TBD

Outbound Calls & Call Forwarding – Solution to be defined

TBD

TBD

TBD

TBD

TBD

Total Pass Through Cost Per Year

$

—

$

—

$

—

$

—

$

—

F) Overall Cost: Total FTE and Pass Through Costs Per year

	Year 1		Year 2		Year 3		Year 4		Year 5
Total On-going + Pass Through Cost Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

G) FTE Increment

Activities:	Volume Per FTE	Unit of Measurement
Accounts Payable	TBD	TBD
Travel & Expense Processing	TBD	TBD
Payroll	TBD	TBD
Accounts Receivable	TBD	TBD
General Accounting	TBD	TBD
Inventory Accounting	TBD	TBD
Treasury Transactions	TBD	TBD
Internal Reporting	TBD	TBD
Procurement Enablement	TBD	TBD
Technology and Master Data	TBD	TBD

H) Annual Volume

Activities:	Annual Volume		Units of Measurement
Accounts Payable		[****]*	Trade Payable + HSBC Payments + Quatrro Pos (annualized). TBC during TA/KA
Travel & Expense Processing		[****]*	Touched expense reports.
Payroll		[****]*	Number of employees supported (to be confirmed during TA/KA)
Accounts Receivable		[****]*	Number of cash applications + AR invoicing. TBC during TA/KA
General Accounting		TBD	Journals (extrapolated from 5 months data) + Volume from Quatrro. TBC during TA/KA
Inventory Accounting		TBD	TBD
Treasury Transactions		TBD	TBD
Internal Reporting		TBD	TBD
Procurement Enablement		[****]*	TBD
Technology and Master Data		[****]*	Number of Master Data Requests (Quattro) – TBC during TA/KA

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Attachment 4.1.2 - Pricing Tables - Finance Services

Volume Details

A) Accounts Payable

Annualized

Invoice processing [****]*

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

LSE* Posted Direct (direct debits, manual payments)

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE* Posted ReadSoft

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE* Rejected

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE* TOTAL

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSA* Posted Direct (direct debits, manual payments)

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSA* Posted ReadSoft

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSA* Posted EDI (Direct Payables Retail LS US only)

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSA* Rejected

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSA* TOTAL

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Accounts Payable Quattro (Indirect payables- AMA* region)

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

Non PO invoices

[****]*

[****]*

[****]*

PO invoices

[****]*

[****]*

[****]*

Count of Invoice Escalated (0-2 days)

[****]*

[****]*

[****]*

Count of Invoice Escalated (3-4 days)

[****]*

[****]*

[****]*

Count of Invoice Escalated (> 5 days)

[****]*

[****]*

[****]*

Accounts Payable Trade payables (Tradex EDI invoices largely- LS&Co Singapore SSC)

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL (per annum, estimate from RFP)

LSA

[****]*

(less Retail Direct EDI processed in [****]* separately included in the table above)

LSE

[****]*

AMA

[****]*

Accounts Payable Trade payables (Manual Invoices- Direct Payables)

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

LSA

Included in [****]* AP volumes per reporting pack

LSE

Included in [****]* AP volumes per reporting pack

AMA

[****]* (per RFP volumes)

[****]*

Invoice Payment

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL /Simple Ave

LSE* Volume of Payments

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE* Volume of Rejections

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE* Euro ACH

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

LSE* ACH

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE* Int’l Wire

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS* Volume of Payments

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS* Volume of Rejections

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS* Check

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS* ACH

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS* Int’l Wire

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS* Dom Wire

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Payments AMA-GS2

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

HSBC Citibank Payments processed

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

B) Travel & Expense Processing

Total T&E Volumes

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

Total

Touched

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Automatic

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Touched T&E Reports

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

Total

LSEMA

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS & LSC

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

APD

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSM

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

C) Accounts Receivable

Accounts Receivable

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

LSE Payments received

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE Payments auto-cleared

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE Payments manually cleared

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE Payment Application Cycle Time

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS Payments received

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS Payments auto-cleared

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS Payments manually cleared

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS Payment Application Cycle Time

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Cash Applications - AMA-GS2

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

Cash Application

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Cash Applications -Quattro

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

No. of Assignments

[****]*

[****]*

[****]*

Number of Allocations

[****]*

[****]*

[****]*

Assignment & Allocations in F—28

[****]*

[****]*

[****]*

Error Count

[****]*

[****]*

[****]*

Number of Dr/Cr memos processed

[****]*

[****]*

[****]*

Accounts Receivable -Quattro

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

Accounts Receivable Invoicing

112

112

[****]*

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Accounts Receivable - OTC LSE

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

# of customers handled

[7,000]*

# of customer collections calls & emails

Not available

# of customer disputes handled

[****]* p.a.

# of dunning letters

[****]* per week

# of customer statements generated

[****]* per month

# of customer accounts reconciled

[****]* per week

# of credit review transactions

[****]* per annum

D) General Accounting

GL Process - AMA-GS2

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

Journals

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Fixed Assets - Quattro

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

Acquisition

[****]*

[****]*

[****]*

Transfer and Change

[****]*

[****]*

[****]*

Retirement

[****]*

[****]*

[****]*

Capex

[****]*

[****]*

[****]*

Opex

[****]*

[****]*

[****]*

E) Inventory Accounting

Volume for inventory accounting adjustments is not available

F) Treasury

To be determined during Transition Analysis (TA).

G) Internal Reporting

List of reports, frequency and timelines for each in-scope report for Wipro to be finalized during Transition Analysis.

H) Indirect Procurement

Procurement

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

LSE Volume of PO’s created

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE Volume of PO lines created

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS Volume of PO’s created

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS Volume of PO lines created

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE PO creation cycle time (days)

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS PO creation cycle time (days)

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Catalog Management

Catalogs are currently not used by LS&Co

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

I) Technology and Master Data

MDM

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

LSE VMD requests

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS VMD requests

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSE VMD cycle time

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LSUS VMD cycle time

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Master Data - AMA-GS2

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

Cost Center

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

GL Account

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Master Data - Quattro

P01

P02

P03

P04

P05

P06

P07

P08

P09

P10

P11

P12

TOTAL

Customer Master - Creation

[****]*

[****]*

[****]*

Customer Master - Change

[****]*

[****]*

[****]*

Customer Master - Second Pass Accuracy

[****]*

[****]*

Bank Master

[****]*

[****]*

[****]*

Vendor Master - Creation

[****]*

[****]*

[****]*

Vendor Master - Change

[****]*

[****]*

[****]*

Employee Master - Creation

[****]*

[****]*

[****]*

Employee Master - Change

[****]*

[****]*

[****]*

Internal Order - Creation

[****]*

[****]*

[****]*

Internal Order - Change

[****]*

[****]*

[****]*

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

MASTER SERVICES AGREEMENT

By and Between

Levi Strauss & Co.

And

Wipro Limited

November 7, 2014

Exhibit 4

Pricing Tables

Attachment 4.1.3

IT

* Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL

EXECUTION VERSION

Exhibit 4.3- Pricing Tables - Information Technology - Project Work

Global Pricing Exhibit

A) Pricing Table: Cost per Hour per FTE

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

.NET / Java

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

UI/Human Factors

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP -  BW

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - CO

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - Retail

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

Raymark

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

Workday

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Systems Administrator

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Desktop Support Technician / Engineer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Technical Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Infrastructure Engineer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Operations Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Operations Technician

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Systems Administrator-Unix/Linux

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Systems Administrator-Windows

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Database Administrator-MS SQL Server

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Database Administrator-Oracle Database

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Developer/Designer - Sharepoint

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Business Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Systems Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Project Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

QA Tester

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Delivery Manager

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Lead

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Application Support Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

SCRUM Master/Agile Coach

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Writer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Enterprise Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Network Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Security Analyst

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Data Modeler

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Web Developer

I

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

UI/Human Factors

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - BO

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - MM

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - SFA

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

Visual Basic

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Systems Administrator

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Desktop Support Technician / Engineer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Technical Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Infrastructure Engineer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Operations Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Operations Technician

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

Infrastructure

Systems Administrator-Unix/Linux

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Systems Administrator-Windows

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Database Administrator-MS SQL Server

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Database Administrator-Oracle Database

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Developer/Designer— Sharepoint

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Business Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Systems Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Project Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

QA Tester

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Delivery Manager

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Lead

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Application Support Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

SCRUM Master/Agile Coach

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Writer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Enterprise Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Network Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Security Analyst

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Data Modeler

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Web Developer

II

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

UI/Human Factors

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - BW

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - FCSM

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - APO

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - HANA

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP – Hybris

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

RedPrairie

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Systems Administrator

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Desktop Support Technician / Engineer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Technical Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Infrastructure Engineer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Operations Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Operations Technician

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Systems Administrator-Unix/Linux

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Systems Administrator-Windows

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Database Administrator-MS SQL Server

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Database Administrator-Oracle Database

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Developer/Designer - Sharepoint

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Business Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Systems Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Project Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

QA Tester

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Delivery Manager

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Lead

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

General

Application Support Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

SCRUM Master/Agile Coach

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Writer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Enterprise Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Network Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Security Analyst

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Data Modeler

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Web Developer

III

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET /Java

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

UI/Human Factors

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - FI

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - Retail

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

Raymark

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

BI (SAS, Teradata etc)

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Systems Administrator

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Desktop Support Technician / Engineer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Technical Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Infrastructure Engineer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Operations Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Operations Technician

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Systems Administrator-Unix/Linux

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Systems Administrator-Windows

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Database Administrator-MS SQL Server

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Database Administrator-Oracle Database

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Developer/Designer - Sharepoint

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Business Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Systems Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Project Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

QA Tester

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Delivery Manager

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Lead

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Application Support Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

SCRUM Master/Agile Coach

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Writer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Enterprise Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Network Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Security Analyst

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Data Modeler

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Web Developer

IV

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

.NET / Java

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

UI/Human Factors

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BO

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - BW

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FI

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - CO

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - MM

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - MM

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SD

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - FCSM

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Retail

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - LEO

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - SFA

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - SFA

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - APO

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - DP

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - ERP - Portals, Middleware, App Server, Archive Link, Other

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - HANA

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

SAP - Hybris

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Raymark

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

Visual Basic

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Visual Basic

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Hyperion / Essbase

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

RedPrairie

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

BI (SAS, Teradata etc)

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Systems Administrator

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Workday

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Desktop Support Technician / Engineer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Technology / Function

Project Work Roles

Level

On shore - [****]*

On shore - [****]*

On shore - [****]*

On shore - [****]*

Offshore

Nearshore

Infrastructure

Technical Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Infrastructure Engineer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Operations Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Operations Technician

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Systems Administrator-Unix/Linux

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Systems Administrator-Windows

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Database Administrator-MS SQL Server

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Database Administrator-Oracle Database

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Infrastructure

Developer/Designer - Sharepoint

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Business Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Systems Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Project Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

QA Tester

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Delivery Manager

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Solution/System Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Lead

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Application Support Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

SCRUM Master/Agile Coach

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Technical Writer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Enterprise Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Network Architect

N/A

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Security Analyst

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Data Modeler

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

General

Web Developer

V

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

B) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

C) Overall Cost: Total FTE and Pass Through Costs Per year

	Year 1		Year 2		Year 3		Year 4		Year 5
Total On-going + Pass Through Cost Per Year		N/A		N/A		N/A		N/A		N/A

D) Annual Volume

Activities:	Annual Volume	Unit of Measurement
	N/A	N/A

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.3- Pricing Tables - Information Technology - Testing COE

Global Pricing Exhibit

A) Annual Productivity Gains

Activities:	Year 1		Year 2		Year 3		Year 4		Year 5
Testing CoE		[****]*		[****]*		[****]*		[****]*		[****]*

B) Pricing Table - Cost Per Hour FTE

Activities:	On shore		Offshore		Nearshore
Testing CoE		[****]*		[****]*		[****]*

C) Productive Hours

Productive Hours - Onshore	[****]*
Productive Hours - Offshore	[****]*

D) Personnel Projection Matrix (including annual productivity gain)

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Testing CoE	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Total FTE Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

E) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Year 5

Total Pass Through Cost Per Year

$

—

$

—

$

—

$

—

$

—

F) Overall Cost: Total FTE and Pass Through Costs Per year

	Year 1		Year 2		Year 3		Year 4		Year 5
Total On-going + Pass Through Cost Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

G) FTE Increment

Activities:	Volume Per FTE	Unit of Measurement
Testing CoE	TBD	Hours of testing

H) Annual Volume

Activities:	Annual Volume	Unit of Measurement
Testing COE	TBD	Hours of testing

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.3- Pricing Tables - Information Technology - Support Maintenance

Global Pricing Exhibit

A) Annual Productivity Gains

Activities:	Year 1		Year 2		Year 3		Year 4		Year 5
SAP		[****]*		[****]*		[****]*		[****]*		[****]*
eCommerce		[****]*		[****]*		[****]*		[****]*		[****]*
Retail		[****]*		[****]*		[****]*		[****]*		[****]*
Wholesale		[****]*		[****]*		[****]*		[****]*		[****]*
Global Supply Chain		[****]*		[****]*		[****]*		[****]*		[****]*
Corp & BI		[****]*		[****]*		[****]*		[****]*		[****]*

B) Pricing Table - Cost Per Hour FTE

Activities:	On shore*		Offshore		Nearshore
SAP		[****]*		[****]*		[****]*
eCommerce		[****]*		[****]*		[****]*
Retail		[****]*		[****]*		[****]*
Wholesale		[****]*		[****]*		[****]*
Global Supply Chain		[****]*		[****]*		[****]*
Corp & BI		[****]*		[****]*		[****]*

C) Productive Hours

Productive Hours - On shore	[****]*
Productive Hours - Offshore	[****]*
Productive Hours - Nearshore	[****]*

D) Personnel Projection Matrix (including annual productivity gain)

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
SAP	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
eCommerce	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Retail	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Wholesale	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Global Supply Chain	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Corp & Bi	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Total FTE Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

E) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Year 5

Total Pass Through Cost Per Year

$

—

$

—

$

—

$

—

$

—

F) Overall Cost: Total FTE and Pass Through Costs Per year

	Year 1		Year 2		Year 3		Year 4		Year 5
Total On-going + Pass Through Cost Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

G) FTE Increment

Activities:	Volume Per FTE	Unit of Measurement	Volume Per FTE	Unit of Measurement
SAP	N/A	N/A	N/A	N/A
eCommerce	TBD	Service Requests	TBD	Incidents
Retail	TBD	Service Requests	TBD	Incidents
Wholesale	TBD	Service Requests	TBD	Incidents
Global Supply Chain	TBD	Service Requests	TBD	Incidents
Corp & BI	TBD	Service Requests	TBD	Incidents

H) Annual Volume

Activities:	Annual Volume	Unit of Measurement	Annual Volume	Unit of Measurement
SAP GRC	N/A	N/A	N/A	N/A
eCommerce	[****]*	Service Requests	[****]*	Incidents
Retail	[****]*	Service Requests	[****]*	Incidents
Wholesale	[****]*	Service Requests	[****]*	Incidents
Global Supply Chain	[****]*	Service Requests	[****]*	Incidents
Corp & BI	[****]*	Service Requests	[****]*	Incidents

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.3- Pricing Tables - Information Technology - Infrastructure

Global Pricing Exhibit

A) Annual Productivity Gains

Activities:	Year 1		Year 2		Year 3		Year 4		Year 5
Corporate & Retail Service Desk Operations		[****]*		[****]*		[****]*		[****]*		[****]*
Network Management - Network Operations Center (NOC)		[****]*		[****]*		[****]*		[****]*		[****]*
Server / Storage Operations - Systems Operations Center (SOC)		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support		[****]*		[****]*		[****]*		[****]*		[****]*

B) Pricing Table - Cost Per Hour FTE

Activities:	On shore		Offshore		Nearshore
Corporate & Retail Service Desk Operations		[****]*		[****]*		[****]*
Network Management - Network Operations Center (NOC)		[****]*		[****]*		[****]*
Server / Storage Operations - Systems Operations Center (SOC)		[****]*		[****]*		[****]*

	Region	Country	Office	Cost/Hour FTE
Corporate Deskside Support	LSA	United States	Arkansas - Bentonville - Sales Office		[****]*
Corporate Deskside Support	LSA	Brazil	Brazil - Sao Paulo - Office		[****]*
Corporate Deskside Support	LSA	Canada	Canada - Richmond Hill - Toronto Office		[****]*
Corporate Deskside Support	LSA	Canada	Canada - Etobicoke - Toronto Distribution Center		[****]*
Corporate Deskside Support	LSA	United States	Chicago Regional Sales Office		[****]*
Corporate Deskside Support	LSA	[Colombia]*	Colombia - Medellin - Office		[****]*
Corporate Deskside Support	LSA	United States	DALLAS REGIONAL OFFICE		[****]*
Corporate Deskside Support	LSA	[Dominican Republic]*	Dominican Republic - Santiago - Office		[****]*
Corporate Deskside Support	LSA	United States	Florida - Miami LACFR Office		[****]*
Corporate Deskside Support	LSA	United States	Florida - Weston - Miami LACFR Office		[****]*
Corporate Deskside Support	LSA	United States	Genco Distribution - Georgia		[****]*
Corporate Deskside Support	LSA	United States	Global Shared Services Eugene - Eugene, Oregon		[****]*
Corporate Deskside Support	LSA	United States	Hazelwood - Levi’s Store #454		[****]*
Corporate Deskside Support	LSA	United States	Home Based User (I work from my home)		[****]*
Corporate Deskside Support	LSA	United States	Kentucky - Hebron - CSC		[****]*
Corporate Deskside Support	LSA	Mexico	Mexico - Aguascalientes		[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

	Region	Country	Office	Cost/Hour FTE
Corporate Deskside Support	LSA	Mexico	Mexico - Mexico City - Office		[****]*
Corporate Deskside Support	LSA	Mexico	Mexico - San Martin Obispo CSC		[****]*
Corporate Deskside Support	LSA	United States	Mississippi - Canton CSC		[****]*
Corporate Deskside Support	LSA	United States	Milwaukee Sales Office - Two Park Plaza		[****]*
Corporate Deskside Support	LSA	United States	Minnesota - Minneapolis - Sales Office		[****]*
Corporate Deskside Support	LSA	United States	New York - New York Sales Office		[****]*
Corporate Deskside Support	LSA	United States	Nevada - Henderson - Sky Harbor CSC		[****]*
Corporate Deskside Support	LSA	United States	San Francisco - Chestnut Street - Eureka Lab		[****]*
Corporate Deskside Support	LSA	United States	San Francisco - Corovan		[****]*
Corporate Deskside Support	LSA	United States	San Francisco - Haas		[****]*
Corporate Deskside Support	LSA	United States	San Francisco - LS Building (Contractors)		[****]*
Corporate Deskside Support	LSA	United States	San Francisco - LS Building		[****]*
Corporate Deskside Support	LSA	United States	St Louis - Missouri - Sales Office		[****]*
Corporate Deskside Support	LSA	United States	Texas - Frisco - Sales Office		[****]*
Corporate Deskside Support	LSA	United States	Texas - Westlake - Dallas Data Center		[****]*
Corporate Deskside Support	LSE	Netherlands	Amsterdam - LVC B.V.		[****]*
Corporate Deskside Support	LSE	Austria	Austria - Salzburg - LS Germany GmbH		[****]*
Corporate Deskside Support	LSE	Belgium	Belgium - Brussels - Benelux Office		[****]*
Corporate Deskside Support	LSE	Belgium	Belgium - Brussels - LSEMA Headquarters		[****]*
Corporate Deskside Support	LSE	Belgium	BELGIUM - LS EUROPE - BORNEM		[****]*
Corporate Deskside Support	LSE	Czech Republic	Czech Republic - Prague - Office		[****]*
Corporate Deskside Support	LSE	Czech Republic	Czech Republic - Brno-Distribution		[****]*
Corporate Deskside Support	LSE	Denmark	Denmark - Copenhagen - Office		[****]*
Corporate Deskside Support	LSE	England	England - London - Sales & Marketing		[****]*
Corporate Deskside Support	LSE	England	England - Northampton - Swan Valley - Office		[****]*
Corporate Deskside Support	LSE	Finland	Finland - Helsinki - Bulevardi 16 A		[****]*
Corporate Deskside Support	LSE	Finland	Finland - Helsinki - Office		[****]*
Corporate Deskside Support	LSE	France	France - Paris - Showroom		[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

	Region	Country	Office	Cost/Hour FTE
Corporate Deskside Support	LSE	France	France - Velizy - Office		[****]*
Corporate Deskside Support	LSE	Germany	Germany - Frankfurt - Office		[****]*
Corporate Deskside Support	LSE	Germany	Germany - Heusenstamm - Office		[****]*
Corporate Deskside Support	LSE	Greece	Greece - Attica - Athens - Office		[****]*
Corporate Deskside Support	LSE	Greece	Greece - Thessaloniki - Kalamaria - Office		[****]*
Corporate Deskside Support	LSE	Hungary	Hungary - Budapest - Office		[****]*
Corporate Deskside Support	LSE	Hungary	Hungary - Kiskunhalas - Plant		[****]*
Corporate Deskside Support	LSE	Ireland	Ireland - Dublin - Duke Lane - Office		[****]*
Corporate Deskside Support	LSE	Italy	Italy - Milan - Office		[****]*
Corporate Deskside Support	LSE	France	LFA France - Roissy		[****]*
Corporate Deskside Support	LSE	Germany	LFA Germany - Ratingen		[****]*
Corporate Deskside Support	LSE	Italy	LFA Italy - Merone		[****]*
Corporate Deskside Support	LSE	Italy	LFA Italy - Milano		[****]*
Corporate Deskside Support	LSE	Spain	LFA Spain - Barcelona		[****]*
Corporate Deskside Support	LSE	Switzerland	LFA Switzerland - Balerna		[****]*
Corporate Deskside Support	LSE	Switzerland	LFA Switzerland - Bioggio		[****]*
Corporate Deskside Support	LSE	Netherlands	Netherlands - Amsterdam - LVC B.V.		[****]*
Corporate Deskside Support	LSE	Netherlands	Netherlands - Amsterdam - Office		[****]*
Corporate Deskside Support	LSE	Norway	Norway - Oslo - Office		[****]*
Corporate Deskside Support	LSE	Poland	Poland - Plock - Plant		[****]*
Corporate Deskside Support	LSE	Poland	Poland - Warsaw - Office		[****]*
Corporate Deskside Support	LSE	Portugal	Portugal - Lisbon- Office		[****]*
Corporate Deskside Support	LSE	Portugal	Portugal - Porto - Sourcing Office		[****]*
Corporate Deskside Support	LSE	Romania	Romania - Bucharest - Stefanini		[****]*
Corporate Deskside Support	LSE	Russia	Russia - Moscow - Office		[****]*
Corporate Deskside Support	LSE	Spain	Spain - Barcelona - Office		[****]*
Corporate Deskside Support	LSE	Spain	Spain - Guipuzcoa - San Sebastian - Show		[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

	Region	Country	Office	Cost/Hour FTE
Corporate Deskside Support	LSE	Spain	Spain - Barcelona - Sabadell - Distribution		[****]*
Corporate Deskside Support	LSE	Sweden	Sweden - Stockholm - Eriksgatan - Office		[****]*
Corporate Deskside Support	LSE	Switzerland	Switzerland - St. Sulpice- Office		[****]*
Corporate Deskside Support	LSE	Turkey	Turkey - Corlu Tekirdag - Plant		[****]*
Corporate Deskside Support	LSE	Turkey	Turkey - Istanbul - Office		[****]*
Corporate Deskside Support	AMA	Australia	Australia - Adelaide - Plant		[****]*
Corporate Deskside Support	AMA	Australia	Australia - Sydney- Office		[****]*
Corporate Deskside Support	AMA	Australia	Australia - Victoria - Melbourne - Office		[****]*
Corporate Deskside Support	AMA	Bangladesh	Bangladesh - Dhaka - Office		[****]*
Corporate Deskside Support	AMA	Cambodia	Cambodia - Levi Strauss Ltd.		[****]*
Corporate Deskside Support	AMA	Cambodia	Cambodia - Phnom Penh		[****]*
Corporate Deskside Support	AMA	China	China - Beijing - Office		[****]*
Corporate Deskside Support	AMA	China	China - Guangzhou - Technical Svs Ctr		[****]*
Corporate Deskside Support	AMA	China	China - Hong Kong - ACFR-APD		[****]*
Corporate Deskside Support	AMA	China	China - Hong Kong - Kai Centre		[****]*
Corporate Deskside Support	AMA	China	China - Shanghai - Office		[****]*
Corporate Deskside Support	AMA	China	China - Shenyang - Sales Office		[****]*
Corporate Deskside Support	AMA	Egypt	Egypt - Cairo - Office		[****]*
Corporate Deskside Support	AMA	India	India - Bangalore - HO		[****]*
Corporate Deskside Support	AMA	India	India - Chennai- Madras		[****]*
Corporate Deskside Support	AMA	India	India - Kolkatta		[****]*
Corporate Deskside Support	AMA	India	India - Mumbai		[****]*
Corporate Deskside Support	AMA	India	India - New Delhi		[****]*
Corporate Deskside Support	AMA	Indonesia	Indonesia - Jakarta		[****]*
Corporate Deskside Support	AMA	Indonesia	Indonesia - Sentul		[****]*
Corporate Deskside Support	AMA	Indonesia	Indonesia - West Java - Finishing		[****]*
Corporate Deskside Support	AMA	Japan	Japan - Aichi - Nagoya - Sales Office		[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

	Region	Country	Office	Cost/Hour FTE
Corporate Deskside Support	AMA	Japan	Japan - Fukuoka - Sales Office		[****]*
Corporate Deskside Support	AMA	Japan	Japan - Kashiwa - DC Office		[****]*
Corporate Deskside Support	AMA	Japan	Japan - Osaka - Sales Office		[****]*
Corporate Deskside Support	AMA	Japan	Japan - Tokyo - Office		[****]*
Corporate Deskside Support	AMA	Japan	Japan - Kanegawa - Hiratsuka Dist Center		[****]*
Corporate Deskside Support	AMA	South Korea	Korea - Seoul - Office		[****]*
Corporate Deskside Support	AMA	Malaysia	Malaysia - Kuala Lumpur		[****]*
Corporate Deskside Support	AMA	Malaysia	Malaysia - Selangor Darul Ehsan - Office		[****]*
Corporate Deskside Support	AMA	New Zealand	New Zealand - Auckland - Office		[****]*
Corporate Deskside Support	AMA	Pakistan	Pakistan - Karachi - Office		[****]*
Corporate Deskside Support	AMA	Pakistan	Pakistan - Lahore - ACFR		[****]*
Corporate Deskside Support	AMA	Philippines	Philippines - Manila - Makati - Office		[****]*
Corporate Deskside Support	AMA	Philippines	Philippines - Manila - Makati - Plant		[****]*
Corporate Deskside Support	AMA	Singapore	Singapore - Asia Pacific Headquarters		[****]*
Corporate Deskside Support	AMA	South Africa	South Africa - Cape Town - Epping - Plant		[****]*
Corporate Deskside Support	AMA	South Africa	South Africa - Cape Town - Office		[****]*
Corporate Deskside Support	AMA	Sri Lanka	Sri lanka - Colombo		[****]*
Corporate Deskside Support	AMA	Taiwan	Taiwan - Taipei - Sales Office		[****]*
Corporate Deskside Support	AMA	Vietnam	Vietnam - Hanoi - Ninh Binh		[****]*
C) Productive Hours
Productive Hours - On shore Corporate and Retail Service Desk					[****]*
Productive Hours - Off shore Corporate and Retail Service Desk					[****]*
Productive Hours - Near shore Corporate and Retail Service Desk					[****]*
Productive Hours - On shore Network Operations Center					[****]*
Productive Hours - Off shore Network Operations Center					[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Productive Hours - Near shore Network Operations Center				[****]*
Productive Hours - On shore System Operations Center				[****]*
Productive Hours - Off shore System Operations Center				[****]*
Productive Hours - Near shore System Operations Center				[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Arkansas - Bentonville - Sales Office	[****]*
Productive Hours - Corporate Deskside Support	LSA	Brazil	Brazil - Sao Paulo - Office	[****]*
Productive Hours - Corporate Deskside Support	LSA	Canada	Canada - Richmond Hill - Toronto Office	[****]*
Productive Hours - Corporate Deskside Support	LSA	Canada	Canada - Etobicoke - Toronto Distribution Center	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Chicago Regional Sales Office	[****]*
Productive Hours - Corporate Deskside Support	LSA	[Colombia]*	Colombia - Medellin - Office	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	DALLAS REGIONAL OFFICE	[****]*
Productive Hours - Corporate Deskside Support	LSA	[Dominican Republic]*	Dominican Republic - Santiago - Office	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Florida - Miami LACFR Office	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Florida - Weston - Miami LACFR Office	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Genco Distribution - Georgia	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Global Shared Services Eugene - Eugene, Oregon	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Hazelwood - Levi’s Store #454	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Home Based User (I work from my home)	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Kentucky - Hebron - CSC	[****]*
Productive Hours - Corporate Deskside Support	LSA	Mexico	Mexico - Aguascalientes	[****]*
Productive Hours - Corporate Deskside Support	LSA	Mexico	Mexico - Mexico City - Office	[****]*
Productive Hours - Corporate Deskside Support	LSA	Mexico	Mexico - San Martin Obispo CSC	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Mississippi - Canton CSC	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Milwaukee Sales Office - Two Park Plaza	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Minnesota - Minneapolis - Sales Office	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	New York - New York Sales Office	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Nevada - Henderson - Sky Harbor CSC	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	San Francisco - Chestnut Street - Eureka Lab	[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Productive Hours - Corporate Deskside Support	LSA	United States	San Francisco - Corovan	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	San Francisco - Haas	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	San Francisco - LS Building (Contractors)	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	San Francisco - LS Building	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	St Louis - Missouri - Sales Office	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Texas - Frisco - Sales Office	[****]*
Productive Hours - Corporate Deskside Support	LSA	United States	Texas - Westlake - Dallas Data Center	[****]*
Productive Hours - Corporate Deskside Support	LSE	Netherlands	Amsterdam - LVC B.V.	[****]*
Productive Hours - Corporate Deskside Support	LSE	Austria	Austria - Salzburg - LS Germany GmbH	[****]*
Productive Hours - Corporate Deskside Support	LSE	Belgium	Belgium - Brussels - Benelux Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Belgium	Belgium - Brussels - LSEMA Headquarters	[****]*
Productive Hours - Corporate Deskside Support	LSE	Belgium	BELGIUM - LS EUROPE - BORNEM	[****]*
Productive Hours - Corporate Deskside Support	LSE	Czech Republic	Czech Republic - Prague - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Czech Republic	Czech Republic - Brno-Distribution	[****]*
Productive Hours - Corporate Deskside Support	LSE	Denmark	Denmark - Copenhagen - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	England	England - London - Sales & Marketing	[****]*
Productive Hours - Corporate Deskside Support	LSE	England	England - Northampton - Swan Valley - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Finland	Finland - Helsinki - Bulevardi 16 A	[****]*
Productive Hours - Corporate Deskside Support	LSE	Finland	Finland - Helsinki - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	France	France - Paris - Showroom	[****]*
Productive Hours - Corporate Deskside Support	LSE	France	France - Velizy - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Germany	Germany - Frankfurt - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Germany	Germany - Heusenstamm - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Greece	Greece - Attica - Athens - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Greece	Greece - Thessaloniki - Kalamaria - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Hungary	Hungary - Budapest - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Hungary	Hungary - Kiskunhalas - Plant	[****]*
Productive Hours - Corporate Deskside Support	LSE	Ireland	Ireland - Dublin - Duke Lane - Office	[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Productive Hours - Corporate Deskside Support	LSE	Italy	Italy - Milan - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	France	LFA France - Roissy	[****]*
Productive Hours - Corporate Deskside Support	LSE	Germany	LFA Germany - Ratingen	[****]*
Productive Hours - Corporate Deskside Support	LSE	Italy	LFA Italy - Merone	[****]*
Productive Hours - Corporate Deskside Support	LSE	Italy	LFA Italy - Milano	[****]*
Productive Hours - Corporate Deskside Support	LSE	Spain	LFA Spain - Barcelona	[****]*
Productive Hours - Corporate Deskside Support	LSE	Switzerland	LFA Switzerland - Balerna	[****]*
Productive Hours - Corporate Deskside Support	LSE	Switzerland	LFA Switzerland - Bioggio	[****]*
Productive Hours - Corporate Deskside Support	LSE	Netherlands	Netherlands - Amsterdam - LVC B.V.	[****]*
Productive Hours - Corporate Deskside Support	LSE	Netherlands	Netherlands - Amsterdam - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Norway	Norway - Oslo - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Poland	Poland - Plock - Plant	[****]*
Productive Hours - Corporate Deskside Support	LSE	Poland	Poland - Warsaw - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Portugal	Portugal - Lisbon- Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Portugal	Portugal - Porto - Sourcing Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Romania	Romania - Bucharest - Stefanini	[****]*
Productive Hours - Corporate Deskside Support	LSE	Russia	Russia - Moscow - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Spain	Spain - Barcelona - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Spain	Spain - Guipuzcoa - San Sebastian - Show	[****]*
Productive Hours - Corporate Deskside Support	LSE	Spain	Spain - Barcelona - Sabadell - Distribution	[****]*
Productive Hours - Corporate Deskside Support	LSE	Sweden	Sweden - Stockholm - Eriksgatan - Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Switzerland	Switzerland - St. Sulpice- Office	[****]*
Productive Hours - Corporate Deskside Support	LSE	Turkey	Turkey - Corlu Tekirdag - Plant	[****]*
Productive Hours - Corporate Deskside Support	LSE	Turkey	Turkey - Istanbul - Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	Australia	Australia - Adelaide - Plant	[****]*
Productive Hours - Corporate Deskside Support	AMA	Australia	Australia - Sydney- Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	Australia	Australia - Victoria - Melbourne - Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	Bangladesh	Bangladesh - Dhaka - Office	[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Productive Hours - Corporate Deskside Support	AMA	Cambodia	Cambodia - Levi Strauss Ltd.	[****]*
Productive Hours - Corporate Deskside Support	AMA	Cambodia	Cambodia - Phnom Penh	[****]*
Productive Hours - Corporate Deskside Support	AMA	China	China - Beijing - Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	China	China - Guangzhou - Technical Svs Ctr	[****]*
Productive Hours - Corporate Deskside Support	AMA	China	China - Hong Kong - ACFR-APD	[****]*
Productive Hours - Corporate Deskside Support	AMA	China	China - Hong Kong - Kai Centre	[****]*
Productive Hours - Corporate Deskside Support	AMA	China	China - Shanghai - Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	China	China - Shenyang - Sales Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	Egypt	Egypt - Cairo - Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	India	India - Bangalore - HO	[****]*
Productive Hours - Corporate Deskside Support	AMA	India	India - Chennai- Madras	[****]*
Productive Hours - Corporate Deskside Support	AMA	India	India - Kolkatta	[****]*
Productive Hours - Corporate Deskside Support	AMA	India	India - Mumbai	[****]*
Productive Hours - Corporate Deskside Support	AMA	India	India - New Delhi	[****]*
Productive Hours - Corporate Deskside Support	AMA	Indonesia	Indonesia - Jakarta	[****]*
Productive Hours - Corporate Deskside Support	AMA	Indonesia	Indonesia - Sentul	[****]*
Productive Hours - Corporate Deskside Support	AMA	Indonesia	Indonesia - West Java - Finishing	[****]*
Productive Hours - Corporate Deskside Support	AMA	Japan	Japan - Aichi - Nagoya - Sales Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	Japan	Japan - Fukuoka - Sales Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	Japan	Japan - Kashiwa - DC Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	Japan	Japan - Osaka - Sales Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	Japan	Japan - Tokyo - Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	Japan	Japan - Kanegawa - Hiratsuka Dist Center	[****]*
Productive Hours - Corporate Deskside Support	AMA	South Korea	Korea - Seoul - Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	Malaysia	Malaysia - Kuala Lumpur	[****]*
Productive Hours - Corporate Deskside Support	AMA	Malaysia	Malaysia - Selangor Darul Ehsan - Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	New Zealand	New Zealand - Auckland - Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	Pakistan	Pakistan - Karachi - Office	[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Productive Hours - Corporate Deskside Support	AMA	Pakistan	Pakistan - Lahore - ACFR	[****]*
Productive Hours - Corporate Deskside Support	AMA	Philippines	Philippines - Manila - Makati - Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	Philippines	Philippines - Manila - Makati - Plant	[****]*
Productive Hours - Corporate Deskside Support	AMA	Singapore	Singapore - Asia Pacific Headquarters	[****]*
Productive Hours - Corporate Deskside Support	AMA	South Africa	South Africa - Cape Town - Epping - Plant	[****]*
Productive Hours - Corporate Deskside Support	AMA	South Africa	South Africa - Cape Town - Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	Sri Lanka	Sri lanka - Colombo	[****]*
Productive Hours - Corporate Deskside Support	AMA	Taiwan	Taiwan - Taipei - Sales Office	[****]*
Productive Hours - Corporate Deskside Support	AMA	Vietnam	Vietnam - Hanoi - Ninh Binh	[****]*

D) Personnel Projection Matrix (including annual productivity gain)

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Corporate & Retail Service Desk Operations	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Network Management - Network Operations Center (NOC)	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Server / Storage Operations - Systems Operations Center (SOC)	On shore		[****]*		[****]*		[****]*		[****]*		[****]*
	Offshore		[****]*		[****]*		[****]*		[****]*		[****]*
	Nearshore		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Arkansas -Bentonville - Sales Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Brazil - Sao Paulo - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Canada - Richmond Hill - Toronto Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Canada - Etobicoke - Toronto Distribution Center		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Chicago Regional Sales Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Colombia - Medellin - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	DALLAS REGIONAL OFFICE		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Dominican Republic - Santiago - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Florida - Miami LACFR Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Florida - Weston - Miami LACFR Office		[****]*		[****]*		[****]*		[****]*		[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Corporate Deskside Support	Genco Distribution - Georgia		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Global Shared Services Eugene - Eugene, Oregon		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Hazelwood - Levi’s Store #454		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Home Based User (I work from my home)		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Kentucky - Hebron - CSC		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Mexico - Aguascalientes		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Mexico - Mexico City - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Mexico - San Martin Obispo CSC		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Mississippi - Canton CSC		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Milwaukee Sales Office - Two Park Plaza		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Minnesota - Minneapolis - Sales Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	New York - New York Sales Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Nevada - Henderson - Sky Harbor CSC		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	San Francisco - Chestnut Street - Eureka Lab		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	San Francisco - Corovan		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	San Francisco - Haas		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	San Francisco - LS Building (Contractors)		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	San Francisco - LS Building		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	St Louis - Missouri - Sales Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Texas - Frisco - Sales Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Texas - Westlake - Dallas Data Center		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Amsterdam - LVC B.V.		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Austria - Salzburg - LS Germany GmbH		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Belgium - Brussels - Benelux Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Belgium - Brussels - LSEMA Headquarters		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	BELGIUM - LS EUROPE - BORNEM		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Czech Republic - Prague - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Czech Republic - Brno-Distribution		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Denmark - Copenhagen - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	England - London - Sales & Marketing		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	England - Northampton - Swan Valley - Office		[****]*		[****]*		[****]*		[****]*		[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Corporate Deskside Support	Finland - Helsinki - Bulevardi 16 A		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Finland - Helsinki - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	France - Paris - Showroom		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	France - Velizy - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Germany - Frankfurt - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Germany - Heusenstamm - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Greece - Attica - Athens - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Greece - Thessaloniki - Kalamaria - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Hungary - Budapest - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Hungary - Kiskunhalas - Plant		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Ireland - Dublin - Duke Lane - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Italy - Milan - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	LFA France - Roissy		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	LFA Germany - Ratingen		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	LFA Italy - Merone		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	LFA Italy - Milano		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	LFA Spain - Barcelona		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	LFA Switzerland - Balerna		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	LFA Switzerland - Bioggio		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Netherlands - Amsterdam - LVC B.V.		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Netherlands - Amsterdam - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Norway - Oslo - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Poland - Plock - Plant		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Poland - Warsaw - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Portugal - Lisbon- Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Portugal - Porto - Sourcing Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Romania - Bucharest - Stefanini		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Russia - Moscow - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Spain - Barcelona - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Spain - Guipuzcoa - San Sebastian - Show		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Spain - Barcelona - Sabadell - Distribution		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Sweden - Stockholm - Eriksgatan - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Switzerland - St. Sulpice- Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Turkey - Corlu Tekirdag - Plant		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Turkey - Istanbul - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Australia - Adelaide - Plant		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Australia - Sydney- Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Australia - Victoria - Melbourne - Office		[****]*		[****]*		[****]*		[****]*		[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Activities		Year 1		Year 2		Year 3		Year 4		Year 5
Corporate Deskside Support	Bangladesh - Dhaka - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Cambodia - Levi Strauss Ltd.		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Cambodia - Phnom Penh		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	China - Beijing - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	China - Guangzhou - Technical Svs Ctr		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	China - Hong Kong - ACFR-APD		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	China - Hong Kong - Kai Centre		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	China - Shanghai - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	China - Shenyang - Sales Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Egypt - Cairo - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	India - Bangalore - HO		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	India - Chennai- Madras		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	India - Kolkatta		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	India - Mumbai		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	India - New Delhi		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Indonesia - Jakarta		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Indonesia - Sentul		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Indonesia - West Java - Finishing		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Japan - Aichi - Nagoya - Sales Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Japan - Fukuoka - Sales Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Japan - Kashiwa - DC Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Japan - Osaka - Sales Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Japan - Tokyo - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Japan - Kanegawa - Hiratsuka Dist Center		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Korea - Seoul - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Malaysia - Kuala Lumpur		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Malaysia - Selangor Darul Ehsan - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	New Zealand - Auckland - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Pakistan - Karachi - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Pakistan - Lahore - ACFR		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Philippines - Manila - Makati - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Philippines - Manila - Makati - Plant		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Singapore - Asia Pacific Headquarters		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	South Africa - Cape Town - Epping - Plant		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	South Africa - Cape Town - Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Sri lanka - Colombo		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Taiwan - Taipei - Sales Office		[****]*		[****]*		[****]*		[****]*		[****]*
Corporate Deskside Support	Vietnam - Hanoi - Ninh Binh		[****]*		[****]*		[****]*		[****]*		[****]*
	Total FTE Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

E) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Total Pass Through Cost Per Year

$

—

$

—

$

—

$

—

$

—

F) Overall Cost: Total FTE and Pass Through Costs Per year

	Year 1		Year 2		Year 3		Year 4		Year 5
Total On-going + Pass Through Cost Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

G) FTE Increment

Activities:		Volume Per FTE	Unit of Measurement
Network Management - Network Operations Center (NOC)	Switches	TBD	Units
Network Management - Network Operations Center (NOC)	Routers	TBD	Units
Network Management - Network Operations Center (NOC)	Wireless Controllers	TBD	Units
Network Management - Network Operations Center (NOC)	Cisco WaaS/SilverPeak	TBD	Units
Network Management - Network Operations Center (NOC)	Analog lines	TBD	Lines
Network Management - Network Operations Center (NOC)	Polycom	TBD	Units
Network Management - Network Operations Center (NOC)	Ip Phone	TBD	Units
Corporate Deskside Support		TBD	TBD

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

	Element	Volume Per FTE	Unit of Measurement
Server / Storage Operations - Systems Operations Center (SOC)	Windows	TBD	Instances
Server / Storage Operations - Systems Operations Center (SOC)	Linux	TBD	Instances
Server / Storage Operations - Systems Operations Center (SOC)	Unix	TBD	Instances
Server / Storage Operations - Systems Operations Center (SOC)	SAN Storage	TBD	Arrays
Server / Storage Operations - Systems Operations Center (SOC)	Backup Capacity	TBD	No. of servers being backed up/ month
Server / Storage Operations - Systems Operations Center (SOC)	Web (IIS /Apache)	TBD	Sites
Server / Storage Operations - Systems Operations Center (SOC)	New Jobs scheduling	TBD	New jobs/month
Server / Storage Operations - Systems Operations Center (SOC)	SQL Instances	TBD	Installations
Server / Storage Operations - Systems Operations Center (SOC)	Oracle Instances	TBD	Instances
Server / Storage Operations - Systems Operations Center (SOC)	Batch Jobs	TBD	Job executions
Server / Storage Operations - Systems Operations Center (SOC)	Batch Job Failure Rate	TBD	Job executions failure
Server / Storage Operations - Systems Operations Center (SOC)	Web ( WebSphere/Web logic)	TBD	Web Logic & WebSpehere instance
Server / Storage Operations - Systems Operations Center (SOC)	MaX DB Instances	TBD	Instances
Server / Storage Operations - Systems Operations Center (SOC)	Teradata Instances	TBD	Instances

	Delivery Location	Language	Volume Per FTE	Unit of Measurement
Corporate & Retail Service Desk Operations	Mexico	Brazilian Portuguese	TBD	No. of Users
Corporate & Retail Service Desk Operations	Mexico	Latin Spanish	TBD	No. of Users
Corporate & Retail Service Desk Operations	Pune	English	TBD	No. of Users
Corporate & Retail Service Desk Operations	Romania	Dutch	TBD	No. of Users
Corporate & Retail Service Desk Operations	Romania	French	TBD	No. of Users
Corporate & Retail Service Desk Operations	Romania	German	TBD	No. of Users
Corporate & Retail Service Desk Operations	Romania	Italian	TBD	No. of Users
Corporate & Retail Service Desk Operations	Romania	Polish	TBD	No. of Users
Corporate & Retail Service Desk Operations	Romania	Portuguese	TBD	No. of Users
Corporate & Retail Service Desk Operations	Romania	Spanish	TBD	No. of Users
Corporate & Retail Service Desk Operations	Romania	Turkish	TBD	No. of Users
Corporate & Retail Service Desk Operations	Romania	Russian	TBD	No. of Users

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

	Delivery Location	Language	Volume Per FTE	Unit of Measurement
Corporate & Retail Service Desk Operations	Romania	Czech	TBD	No. of Users
Corporate & Retail Service Desk Operations	Shanghai	Bahasa	TBD	No. of Users
Corporate & Retail Service Desk Operations	Shanghai	Japanese	TBD	No. of Users
Corporate & Retail Service Desk Operations	Shanghai	Korean	TBD	No. of Users
Corporate & Retail Service Desk Operations	Shanghai	Mandarin /Simplified Chinese	TBD	No. of Users
Corporate & Retail Service Desk Operations	Shanghai	Tagalog	TBD	No. of Users

H) Annual Volume

Activities:	Element	Annual Volume		Unit of Measurement
Network Management - Network Operations Center (NOC)	Switches		[****]*	Units
Network Management - Network Operations Center (NOC)	Routers		[****]*	Units
Network Management - Network Operations Center (NOC)	Wireless Controllers		[****]*	Units
Network Management - Network Operations Center (NOC)	Cisco WaaS/SilverPeak		[****]*	Units
Network Management - Network Operations Center (NOC)	Analog lines		[****]*	Lines
Network Management - Network Operations Center (NOC)	Polycom		[****]*	Units
Network Management - Network Operations Center (NOC)	Ip Phone		[****]*	Units
Corporate Deskside Support			TBD	TBD
Server / Storage Operations - Systems Operations Center (SOC)	Windows		[****]*	Instances
Server / Storage Operations - Systems Operations Center (SOC)	Linux		[****]*	Instances
Server / Storage Operations - Systems Operations Center (SOC)	Unix		[****]*	Instances
Server / Storage Operations - Systems Operations Center (SOC)	SAN Storage		[****]*	Arrays
Server / Storage Operations - Systems Operations Center (SOC)	Backup Capacity		[****]*	No. of servers being backed up/month

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Activities:	Element	Annual Volume		Unit of Measurement
Server / Storage Operations - Systems Operations Center (SOC)	Web (IIS / Apache)		[****]*	Sites
Server / Storage Operations - Systems Operations Center (SOC)	New Jobs scheduling		[****]*	New jobs/month
Server / Storage Operations - Systems Operations Center (SOC)	SQL Instances		[****]*	Installations
Server / Storage Operations - Systems Operations Center (SOC)	Oracle Instances		[****]*	Instances
Server / Storage Operations - Systems Operations Center (SOC)	Batch Jobs		[****]*	Job executions
Server / Storage Operations - Systems Operations Center (SOC)	Batch Job Failure Rate		[****]*	Job executions failure
Server / Storage Operations - Systems Operations Center (SOC)	Web ( WebSphere/Web logic)		[****]*	Web Logic & WebSpehere instance
Server / Storage Operations - Systems Operations Center (SOC)	MaX DB Instances		[****]*	Instances
Server / Storage Operations - Systems Operations Center (SOC)	Teradata Instances		[****]*	Instances

	Delivery Location	Language
Corporate & Retail Service Desk Operations	Mexico	Brazilian Portuguese	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Mexico	Latin Spanish	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Pune	English	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Romania	Dutch	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Romania	French	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Romania	German	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Romania	Italian	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Romania	Polish	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Romania	Portuguese	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Romania	Spanish	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Romania	Turkish	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Romania	Russian	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Romania	Czech	[****]*	No. of Users

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

	Delivery Location	Language
Corporate & Retail Service Desk Operations	Shanghai	Bahasa	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Shanghai	Japanese	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Shanghai	Korean	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Shanghai	Mandarin /Simplified Chinese	[****]*	No. of Users
Corporate & Retail Service Desk Operations	Shanghai	Tagalog	[****]*	No. of Users

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.3- Pricing Tables - Information Technology - Infrastructure Retail

Global Pricing Exhibit

A) Pricing Table: Cost per store

Activities:

Region:

Country:

Price per Store per Year (USD) - Owned & Operated and Franchised Stores

# of Owned & Operated and Franchised Stores

Price per Dispatch to O&O & Franchised Stores (USD)

# Dispatches Per Year Per Store (O&O and Franchised Stores)

Price Per Store Installation

Number of Installations

Retail Store Services

LSA

Brazil

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSA

Canada

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSA

Mexico

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSA

United States

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Andorra

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Austria

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Belgium

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Czech Republic & Slovakia

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Denmark

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Estonia

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

United Kingdom

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Finland

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

France

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Germany

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Greece

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Hungary

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Iceland

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Ireland

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Italy

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Latvia

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Lithuania

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Malta

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Morocco

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Netherlands

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Norway

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Poland

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Portugal

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Romania

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Russia

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Spain (including Canary Islands)

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Sweden

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Switzerland

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

LSE

Turkey

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

Australia

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

Bangladesh

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

Cambodia

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

China

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

Hong Kong

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

India

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

Indonesia

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

Japan

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

Malaysia

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

New Zealand

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

Pakistan

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

Philippines

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

Singapore

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

South Africa

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

South Korea

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Activities:

Region:

Country:

Price per Store per Year (USD) - Owned & Operated and Franchised Stores

# of Owned & Operated and Franchised Stores

Price per Dispatch to O&O & Franchised Stores (USD)

# Dispatches Per Year Per Store (O&O and Franchised Stores)

Price Per Store Installation

Number of Installations

Retail Store Services

AMA

Sri Lanka

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

Taiwan

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Retail Store Services

AMA

Vietnam

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

B) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Year 5

Total Pass Through Cost Per Year

$

—

$

—

$

—

$

—

$

—

C) Overall Cost: Total FTE and Pass Through Costs Per year

	Year 1		Year 2		Year 3		Year 4		Year 5
Total On-going + Pass Through Cost Per Year		[****]*		[****]*		[****]*		[****]*		[****]*

D) Annual Volume

LSA +LSA MXBR

LSE

AMA

Store Open, Close, Remodel

Total

Total +10%

Break Fix

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

IMAC

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

DSS

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

Store Opening

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

MASTER SERVICES AGREEMENT

By and Between

Levi Strauss & Co.

And

Wipro Limited

November 7, 2014

Exhibit 4

Pricing Tables

Attachment 4.1.4

Customer Services

* Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.1.4—Pricing Tables—Customer Service

LSA Pricing Exhibit

A) Annual Productivity Gains

Activities:

Year 1

Year 2

Year 3

Year 4

Year 5

Order Management

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Preliminary Order Processing (POP)

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Dispute Management

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Returns

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Reporting

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Other Customer Services Activities

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

B) Pricing Table—Cost Per Hour FTE

Activities:	On shore			Offshore			Nearshore
Order Management		[****]	*		[****]	*		[****]	*
Preliminary Order Processing (POP)		[****]	*		[****]	*		[****]	*
Dispute Management		[****]	*		[****]	*		[****]	*
Returns		[****]	*		[****]	*		[****]	*
Reporting		[****]	*		[****]	*		[****]	*
Other Customer Services Activities		[****]	*		[****]	*		[****]	*

C) Productive Hours

Productive Hours [****] *

D) Personnel Projection Matrix (including annual productivity gain)

Activities

Year 1

Year 2

Year 3

Year 4

Year 5

Order Management

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Preliminary Order Processing (POP)

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Dispute Management

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Returns

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Reporting

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Other Customer Services Activities

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Total FTE Per Year

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

E) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Year 5

Mailroom & Scanning—Solution to be defined

TBD

TBD

TBD

TBD

TBD

Outbound Calls & Call Forwarding—Solution to be defined

TBD

TBD

TBD

TBD

TBD

Total Pass Through Cost Per Year

$

—

$

—

$

—

$

—

$

—

F) Overall Cost: Total FTE and Pass Through Costs Per year

Year 1

Year 2

Year 3

Year 4

Year 5

Total On-going + Pass Through Cost Per Year

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

G) FTE Increment

Activities:	Volume Per FTE	Unit of Measurement
Order Management	TBD	TBD
Preliminary Order Processing (POP)	TBD	TBD
Dispute Management	TBD	TBD
Returns	TBD	TBD
Reporting	TBD	TBD
Other Customer Services Activities	TBD	TBD

H) Annual Volume

Activities:	Annual Volume			Units of Measurement
Order Management		[****]	*		[****]	*
Preliminary Order Processing (POP)		TBD			TBD
Dispute Management		TBD			TBD
Returns		TBD			TBD
Reporting		TBD			TBD
Other Customer Services Activities		TBD			TBD

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.1.4—Pricing Tables—Customer Service

LSE Pricing Exhibit

A) Annual Productivity Gains

Activities:

Year 1

Year 2

Year 3

Year 4

Year 5

Order Management

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Preliminary Order Processing (POP)

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Dispute Management

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Returns

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Reporting

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Other Customer Services Activities

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

B) Pricing Table—Cost Per Hour FTE

Activities:	On shore			Offshore			Nearshore
Order Management		[****]	*		[****]	*		[****]	*
Preliminary Order Processing (POP)		[****]	*		[****]	*		[****]	*
Dispute Management		[****]	*		[****]	*		[****]	*
Returns		[****]	*		[****]	*		[****]	*
Reporting		[****]	*		[****]	*		[****]	*
Other Customer Services Activities		[****]	*		[****]	*		[****]	*

C) Productive Hours

Productive Hours [****] *

D) Personnel Projection Matrix (including annual productivity gain)

Activities

Year 1

Year 2

Year 3

Year 4

Year 5

Order Management

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Preliminary Order Processing (POP)

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Dispute Management

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Returns

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Reporting

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Other Customer Services Activities

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Total FTE Per Year

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

E) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Year 5

Mailroom & Scanning—Solution to be defined

TBD

TBD

TBD

TBD

TBD

Outbound Calls & Call Forwarding—Solution to be defined

TBD

TBD

TBD

TBD

TBD

Total Pass Through Cost Per Year

$

—

$

—

$

—

$

—

$

—

F) Overall Cost: Total FTE and Pass Through Costs Per year

Year 1

Year 2

Year 3

Year 4

Year 5

Total On-going + Pass Through Cost Per Year

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

G) FTE Increment

Activities:	Volume Per FTE	Unit of Measurement
Order Management	TBD	TBD
Preliminary Order Processing (POP)	TBD	TBD
Dispute Management	TBD	TBD
Returns	TBD	TBD
Reporting	TBD	TBD
Other Customer Services Activities	TBD	TBD

H) Annual Volume

Activities:	Annual Volume			Units of Measurement
Order Management		[****]	*	Orders including “at once” and “pre-book” orders. TBC during TA/KA
Preliminary Order Processing (POP)		TBD		TBD
Dispute Management		TBD		TBD
Returns		[****]	*	Returns
Reporting		TBD		TBD
Other Customer Services Activities		TBD		TBD

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.1.4—Pricing Tables—Customer Service

AMA Pricing Exhibit

A) Annual Productivity Gains

Activities:

Year 1

Year 2

Year 3

Year 4

Year 5

Order Management

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Preliminary Order Processing (POP)

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Dispute Management

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Returns

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Reporting

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Other Customer Services Activities

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

B) Pricing Table—Cost Per Hour FTE

Activities:	On shore			Offshore			Nearshore
Order Management		[****]	*		[****]	*		[****]	*
Preliminary Order Processing (POP)		[****]	*		[****]	*		[****]	*
Dispute Management		[****]	*		[****]	*		[****]	*
Returns		[****]	*		[****]	*		[****]	*
Reporting		[****]	*		[****]	*		[****]	*
Other Customer Services Activities		[****]	*		[****]	*		[****]	*

C) Productive Hours

Productive Hours [****] *

D) Personnel Projection Matrix (including annual productivity gain)

Activities

Year 1

Year 2

Year 3

Year 4

Year 5

Order Management

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Preliminary Order Processing (POP)

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Dispute Management

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Returns

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Reporting

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Other Customer Services Activities

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Total FTE Per Year

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

E) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Year 5

Mailroom & Scanning—Solution to be defined

TBD

TBD

TBD

TBD

TBD

Outbound Calls & Call Forwarding—Solution to be defined

TBD

TBD

TBD

TBD

TBD

Total Pass Through Cost Per Year

$

—

$

—

$

—

$

—

$

—

F) Overall Cost: Total FTE and Pass Through Costs Per year

Year 1

Year 2

Year 3

Year 4

Year 5

Total On-going + Pass Through Cost Per Year

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

G) FTE Increment

Activities:	Volume Per FTE	Unit of Measurement
Order Management	TBD	TBD
Preliminary Order Processing (POP)	TBD	TBD
Dispute Management	TBD	TBD
Returns	TBD	TBD
Reporting	TBD	TBD
Other Customer Services Activities	TBD	TBD

H) Annual Volume

Activities:	Annual Volume			Unit of Measurement
Order Management		[	****]*	Orders (EDI & Manual)
Preliminary Order Processing (POP)		TBD		TBD
Dispute Management		TBD		TBD
Returns		[	****]*	Returns
Reporting		TBD		TBD
Other Customer Services Activities		TBD		TBD

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.1.4—Pricing Tables—Customer Service

Volume Details

A) LSA

Below are sales document count and split of manual orders, volumes are only for America region it doesn’t include Canada and Mexico volumes

LSUS

Total Ordered Units - Manual Orders

Manual Sales Docs Count

Month

2013

2014

2013

2014

Jan

[****]

*

[****]

*

[****]

*

[****]

*

Feb

[****]

*

[****]

*

[****]

*

[****]

*

Mar

[****]

*

[****]

*

[****]

*

[****]

*

Apr

[****]

*

[****]

*

[****]

*

[****]

*

May

[****]

*

[****]

*

[****]

*

[****]

*

Jun

[****]

*

[****]

*

[****]

*

[****]

*

Jul

[****]

*

[****]

*

[****]

*

[****]

*

Aug

[****]

*

[****]

*

[****]

*

[****]

*

Sep

[****]

*

[****]

*

[****]

*

[****]

*

Oct

[****]

*

[****]

*

[****]

*

[****]

*

Nov

[****]

*

[****]

*

[****]

*

[****]

*

Dec

[****]

*

[****]

*

[****]

*

[****]

*

Total

[****]

*

[****]

*

[****]

*

[****]

*

LSM (Mexico)

Total Ordered Units - Manual Orders

Manual Sales Docs Count

Month

2013

2014

2013

2014

Jan

[****]

*

[****]

*

[****]

*

[****]

*

Feb

[****]

*

[****]

*

[****]

*

[****]

*

Mar

[****]

*

[****]

*

[****]

*

[****]

*

Apr

[****]

*

[****]

*

[****]

*

[****]

*

May

[****]

*

[****]

*

[****]

*

[****]

*

Jun

[****]

*

[****]

*

[****]

*

[****]

*

Jul

[****]

*

[****]

*

[****]

*

[****]

*

Aug

[****]

*

[****]

*

[****]

*

[****]

*

Sep

[****]

*

[****]

*

[****]

*

[****]

*

Oct

[****]

*

[****]

*

[****]

*

[****]

*

Nov

[****]

*

[****]

*

[****]

*

[****]

*

Dec

[****]

*

[****]

*

[****]

*

[****]

*

Total

[****]

*

[****]

*

[****]

*

[****]

*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

B) LSE

Orders volumes are for the time window NOV, 28, 2013 - OCT, 14, 2014 (for detailed split by order type please refer to attached spreadsheet)

Return Orders are for the time window NOV, 28, 2013 - Sep, 30, 2014

Credit note volumes are [****]* a year, this may be subject to increase once all customer claims are entered via dispute tool in alignment with LSUS process. Split by region is not available

Sales Doc / Orders

BeNo

EE

France

GAS

Greece

HQ

Italy

Spain

Turkey

UK

Total:

At Once Orders:

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Pre Book Orders

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Totals

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Returns

BeNo

EE

France

GAS

Greece

HQ

Italy

Spain

Turkey

UK

Total:

Returns Count

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

C) AMA (FY 2013)

Below are sales documents volumes (FY2013) for AMA regions all countries

Sales Order Type

India

Pakistan

South Africa

China

Hong Kong

Taiwan

Standard Orders

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Contracts

[****]

*

[****]

*

[****]

*

[****]

*

Free Goods/Samples

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Returns

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Grand Total

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Sales Order Type

Indonesia

Malaysia

Philippines

ANZ

Japan

Korea

Standard Orders

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Contracts

[****]

*

[****]

*

[****]

*

[****]

*

Free Goods/Samples

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Returns

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Grand Total

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

* Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT

By and Between

Levi Strauss & Co.

And

Wipro Limited

November 7, 2014

Exhibit 4

Pricing Tables

Attachment 4.1.5

Consumer Relations

*  Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.1.5—Pricing Tables—Consumer Relations

LSE Pricing Exhibit

A) Annual Productivity Gains

Activities:

Year 1

Year 2

Year 3

Year 4

Year 5

Contact Handling & Resolution

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

B) Pricing Table—Cost Per Hour FTE

Activities:	On shore			Offshore			Nearshore
Contact Handling & Resolution		[****]	*		[****]	*		[****]	*

C) Productive Hours

Productive Hours [****] *

D) Personnel Projection Matrix (including annual productivity gain)

Activities

Year 1

Year 2

Year 3

Year 4

Year 5

Contact Handling & Resolution

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Total FTE Per Year

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

E) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Year 5

Outbound Calls & Call Forwarding—Solution to be defined

TBD

TBD

TBD

TBD

TBD

Total Pass Through Cost Per Year

$—

$—

$—

$—

$—

*  Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

F) Overall Cost: Total FTE and Pass Through Costs Per year

Year 1

Year 2

Year 3

Year 4

Year 5

Total On-going + Pass Through Cost Per Year

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

G) FTE Increment

Activities:	Volume Per FTE		Unit of Measurement
Contact Handling & Resolution		TBD		TBD

H) Annual Volume

Activities:	Annual Volume		Units of Measurement
Contact Handling & Resolution		TBD		TBD

*  Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.1.5—Pricing Tables—Consumer Relations

AMA Pricing Exhibit

A) Annual Productivity Gains

Activities:

Year 1

Year 2

Year 3

Year 4

Year 5

Contact Handling & Resolution

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

B) Pricing Table—Cost Per Hour FTE

Activities:	On shore			Offshore			Nearshore
Contact Handling & Resolution		[****]	*		[****]	*		[****]	*

C) Productive Hours

Productive Hours [****] *

D) Personnel Projection Matrix (including annual productivity gain)

Activities

Year 1

Year 2

Year 3

Year 4

Year 5

Contact Handling & Resolution

On shore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Offshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Nearshore

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Total FTE Per Year

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

E) Pass Through Expenses

Baseline Volume:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 1

Year 2

Year 3

Year 4

Year 5

Outbound Calls & Call Forwarding—Solution to be defined

TBD

TBD

TBD

TBD

TBD

Total Pass Through Cost Per Year

$—

$—

$—

$—

$—

*  Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

F) Overall Cost: Total FTE and Pass Through Costs Per year

Year 1

Year 2

Year 3

Year 4

Year 5

Total On-going + Pass Through Cost Per Year

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

G) FTE Increment

Activities:	Volume Per FTE		Unit of Measurement
Contact Handling & Resolution		TBD		TBD

H) Annual Volume

Activities:	Annual Volume		Units of Measurement
Contact Handling & Resolution		TBD		TBD

*  Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT*

By and Between

Levi Strauss & Co.

And

Wipro Limited

November 7, 2014

Exhibit 4

Pricing Tables

Attachment 4.1.6

Termination Charges

*  Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Exhibit 4.1.6—Pricing Tables—Termination Charges

From Sept 18, 2014 Due Diligence

Month 1

Month 2

Month 3

Month 4

Month 5

Month 6

Month 7

Month 8

Month 9

Month 10

Month 11

Month 12

Year 1

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Year 2

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Year 3

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Year 4

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

Year 5

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

[****]

*

*  Confidential treatment is requested for the language which has been marked. Such language has been deleted from the copy filed with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 5

GOVERNANCE

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

TABLE OF CONTENTS

1.	Introduction		1
	1.1	Purpose	1
	1.2	References	1
	1.3	Definitions	1
2.	Relationship Management		1
	2.1	Framework	1
	2.2	Facilitation of Relationship	1
	2.3	Relationship Management Teams	1
	2.4	Annual Review	1
	2.5	Meeting Location, Agenda and Minutes	1
3.	Agreement Governance		2
	3.1	Overall	2
	3.2	Executive Steering Committee	2
	3.3	Quarterly Business Review	3
	3.4	Annual Strategic Review	3
	3.5	Service Performance Meetings	3
	3.6	Overall Contractor Facilitation Meetings	4
4.	Service Category Governance		4
	4.1	General	4
	4.2	Additional Key Roles	4
	4.3	Service Category Regional Tower Lead Committee Meeting	5
	4.4	Global Process Lead Meetings	5
	4.5	Core Team Review: Internal & External	5
	4.6	Service Level Review	6
	4.7	Weekly Function Update	6
	4.8	Daily Process Update	7
5.	Service Delivery Processes		7
	5.1	Overall Processes; Process Improvement	7
	5.2	Process for Transformation of Service Delivery Processes	7
	5.3	Process Improvement	7
6.	Acceptance		8
	6.1	Acceptance Criteria and Testing	8
	6.2	Failure to Pass Acceptance Testing	8
	6.3	Acceptance	8
7.	Contract Change Process		8
	7.1	In General	8
	7.2	Contract Change Request Notices	9
	7.3	Contract Change Request Log	9
	7.4	Coordination	9
	7.5	Prioritization of Contract Changes	9
	7.6	Non-Chargeable Contract Change	10

LS&Co. – Exhibit 5 – Governance Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

1. INTRODUCTION.

1.1 Purpose. This Exhibit describes the governance framework to be established by LS&Co. and Supplier to manage the relationship between them.

1.2 References. References to an “Attachment,” “Appendix,” “Section” or “Article” shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this “Exhibit” includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated. The following terms shall have the meaning set out below:

(a) “Acceptance Testing Period” has the meaning given in Section 6.3.

(b) “Annual Review” has the meaning given in Section 2.4.

(c) “Contract Change Log” has the meaning given in Section 7.3.

(d) “Contract Change Request” has the meaning given in Section 7.2.

(e) “Contractor Facilitation Meeting” has the meaning given in Section 3.6.

(f) “Nonconformity” has the meaning given in Section 6.2.

(g) “Process Improvement Team” has the meaning given in Section 5.3.

(h) “Regional Service Delivery Manager” has the meaning given in Section 4.2(a).

(i) “Service Category Regional Tower Lead Committee” has the meaning given in Section 4.3.

(j) “Supplier Delivery Processes” has the meaning given in Section 5.1.

2. RELATIONSHIP MANAGEMENT.

2.1 Framework. The governance framework detailed herein provides a set of principles, guidelines and processes for the management of the relationship between the Parties and establishes the key regular meetings to be instituted by the Parties. The framework establishes governance process at an Agreement level as well as for each Service Category.

2.2 Facilitation of Relationship. The governance framework is designed to encourage a productive working relationship between the Parties and establish the basis within which the Parties can manage the provision of the Services by Supplier, identify issues early and manage and resolve the challenges that may arise from time to time. Additionally, the governance framework is intended to encourage alignment between the Services and the strategic objectives of LS&Co. In order to foster such a relationship each Party shall: (a) appoint and utilize governance personal with the appropriate communication, interpersonal and management skills; (b) establish effective communication at all levels; (c) work towards an open relationship between the respective team members that is consistent with the nature of the engagement; and (d) foster mutual trust, understanding and openness consistent with the nature of the engagement.

2.3 Relationship Management Teams. The Parties shall establish and maintain relationship management teams that are necessary to support the performance and delivery of the Services.

2.4 Annual Review. Following the end of each Contract Year, LS&Co. and Supplier (acting respectively through the LS&Co. Governance Executive and the Supplier Governance Executive) shall meet to review jointly the overall operation of the Agreement and the performance of the Services (the “Annual Review”). As part of the Annual Review: (a) the Parties shall review whether the Services continue to meet LS&Co.’s strategic information technology and business requirements; (b) Supplier shall proactively advise and provide guidance to LS&Co. with regard to technology trends relevant to LS&Co.’s business requirements and new technologies which could support LS&Co.’s competitiveness; (c) Supplier shall proactively identify and propose technology, process and performance improvements and gain-share cost reduction opportunities; (d) the Parties shall review Supplier’s performance of the Services; (e) the Parties shall review any disputes arising during the previous 12

LS&Co. – Exhibit 5 – Governance Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

months, including any outstanding issues, and identify any appropriate future improvements; and (f) the Parties shall review any other matters reasonably requested by either Party. In preparing for the Annual Review, Supplier shall collate performance and other relevant data relating to the previous 12 months together with such additional reports and information as may reasonably be requested by LS&Co. in order for the Parties to carry out the Annual Review. Within 10 business days following the Annual Review, Supplier shall prepare a report of the results of the Annual Review. LS&Co.’s reasonable comments and changes will be incorporated into such report and the final report will be subject to LS&Co.’s approval.

2.5 Meeting Location, Agenda and Minutes. During the Term, representatives of the Parties shall meet at LS&Co.’s offices with remote representatives participating via teleconference periodically or as requested by LS&Co. to discuss matters arising under the Agreement. Each Party shall bear its own costs in connection with the attendance and participation of such Party’s representatives in such meetings. For each meeting, Supplier shall prepare and distribute an agenda sufficiently in advance of each such meeting to give participants an opportunity to prepare for the meeting. Supplier shall incorporate into such agenda items that LS&Co. desires to discuss. In addition, Supplier shall prepare and circulate minutes promptly after a meeting.

3. AGREEMENT GOVERNANCE.

3.1 Overall. Overall governance of the Agreement shall be performed in accordance with the following.

3.2 Executive Steering Committee. Executive Steering Committee meetings shall be held in the manner set forth in the following table, with the first such meeting being held within 2 months after the Effective Date:

Executive Steering Committee Meetings
Frequency	Quarterly or such other time period agreed to by the Parties.
Purpose	•  Provide guidance on overall relationship and strategic direction •  Review Performance Indicators against previously set goals and meet with specialists and supervisors to gain feedback •  Approve proposed initiatives •  Approve recommendations as required •  Approve Contract Change Requests •  Discuss and resolve escalated issues
Members	Supplier: •  Supplier Chief Executive •  Supplier Governance Executive •  Supplier Executive Sponsor LS&Co.: •  LS&Co. Chief Financial Officer •  LS&Co. Regional President(s) •  LS&Co. Chief Information Officer •  LS&Co. Controller •  LS&Co. GBS Lead LS&Co. shall designate one of its representatives on the Executive Steering Committee to act as the chair of the Executive Steering Committee.

LS&Co. – Exhibit 5 – Governance Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

3.3 GBS Leadership Team Review. GBS Leadership Team Review meetings shall be held in the manner set forth in the following table, with the first such meeting being held within 3 months after the Effective Date:

GBS Leadership Team Review
Frequency	Quarterly or such other time period agreed to by the Parties.
Purpose	•  Review Performance Indicators against previously set goals and meet with specialists and supervisors to gain feedback •  Approve proposed initiatives
Members	Supplier: •  Supplier Chief Executive •  Supplier Executive Sponsor •  Supplier Governance Executive LS&Co.: •  LS&Co. Chief Information Officer •  LS&Co. Global Controller •  LS&Co. GBS Lead •  LS&Co. Chief Human Resource Officer •  LS&Co. Transition Lead •  LS&Co. Customer Service Lead

3.4 Annual Strategic Review. Annual Strategic Review meetings shall be held in the manner set forth in the following table, with the first such meeting being held within 12 months after the Effective Date:

Annual Strategic Review
Frequency	Annually or such other time period agreed to by the Parties.
Purpose	•  Review Performance Indicators against previously set goals and meet with specialists and supervisors to gain feedback •  Approve proposed initiatives •  Establish program goals for the upcoming year
Members	Supplier: •  Supplier Chief Executive •  Supplier Executive Sponsor •  Supplier Governance Executive LS&Co.: •  LS&Co. Chief Executive Officer •  LS&Co. Chief Financial Officer •  LS&Co. GBS Lead

3.5 Service Performance Meetings. The Parties shall establish regular meetings to review Supplier’s overall performance, delivery of the Services, and financial performance. Within 30 days of the Effective Date, the LS&Co. Governance Executive and the Supplier Governance Executive shall appoint appropriate representatives to participate in the service performance meetings, which shall also include the members listed in the table below. Service performance meetings shall be held in the manner set forth in the following table, with the first such meeting being held within 1 month after the first Commencement Date.

GBS Core Team
Frequency	Monthly or such other time period agreed to by the Parties.
Purpose	•  Review Performance Indicators against previously set goals and meet with specialists and supervisors to gain feedback •  Discuss and resolve escalated issues; escalated as needed

LS&Co. – Exhibit 5 – Governance Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

GBS Core Team

Members

Supplier: •  IT Lead •  Finance Lead •  HR Solutions Lead •  Customer Service Lead •  Consumer Relations Lead •  Supplier Governance Executive •  LS&Co. •  LS&Co. IT Lead •  LS&Co. Finance Lead •  LS&Co. HR Solutions Lead •  LS&Co. Customer Service Lead •  LS&Co. Change Management Lead •  LS&Co. Transition Lead •  LS&Co. Offshore Lead •  LS&Co. Continuous Improvement •  LS&Co. Performance Management LS&Co. shall designate one of its representatives on the Service Performance Meeting to act as the chair of the Service Performance Meeting

3.6 Overall Contractor Facilitation Meetings. Supplier shall attend meetings set up by LS&Co. to promote cooperation amongst Supplier and LS&Co. Third Party Contractors (each, a “Contractor Facilitation Meeting”). Contractor Facilitation Meetings shall be held as reasonably directed by LS&Co.

Contractor Facilitation Meetings
Frequency	Quarterly or such other time period agreed to by the Parties.
Purpose	•  To bring together Supplier, LS&Co. Third Party Contractors and LS&Co. to review and set future strategies •  Review and resolved any escalated cross-supplier coordination issues
Members	Supplier: •  Supplier Governance Executive LS&Co.: •  LS&Co. Governance Executive •  Participants from LS&Co. Third Party Contractors, as invited by LS&Co.

4. SERVICE CATEGORY GOVERNANCE.

4.1 General. Governance of each Service Category shall be performed in accordance with the following.

4.2 Additional Key Roles. With respect to each Service Category, Supplier shall appoint members of Supplier’s relationship management team to fulfill the following roles:

(a) Regional Service Delivery Manager: Supplier shall assign an individual acceptable to LS&Co. to act as the delivery manager for each Service Category (each such individual, a “Regional Service Delivery Manager”). Each Regional Service Delivery Manager shall be responsible for all matters relating to Supplier’s performance of the Services for the applicable Service Category.

LS&Co. – Exhibit 5 – Governance Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

4.3 Service Category Regional Tower Lead Committee Meeting For each Service Category (or grouping of Service Categories agreed to by the Parties), the Parties shall establish a committee to oversee the performance and delivery of the Services in that Service Category (each, a “Service Category Regional Tower Lead Committee”). Service Category Regional Tower Lead Committee meetings for each Service Category shall be held in the manner set forth in the following table, with the first such meeting being held within 2 months after the Effective Date:

Service Category Regional Tower Lead Committee Meetings (regional tower meeting for each functional tower, 4 separate meetings)
Frequency	Quarterly or such other time period agreed to by the Parties.
Purpose	•  Review high-level account status and performance for the applicable Service Category •  Conduct annual and long-term strategizing and planning with respect to the applicable Service Category •  Provide a strategic outlook for LS&Co. requirements for the applicable Service Category
Members	Supplier: •  Supplier Regional Tower Lead •  Primary Supplier representative for the applicable Service Category LS&Co.: •  LS&Co. Regional Tower Lead (e.g., LSA Controller, LSE Controller, AMA Controller) •  Primary LS&Co. representative for the applicable Service Category LS&Co. shall designate one of its representatives on each Service Category Regional Tower Lead Committee to act as the chair of that Service Category Regional Tower Lead Committee
Supporting Activities	Supplier shall provide performance and other information necessary for the Service Category Regional Tower Lead Committee meeting. Such information shall include a summary of the past six months’ performance for the applicable Service Category, including with respect to: •  Service Levels •  Supplier’s compliance with the Agreement •  Achievements and issues •  Charges

4.4 Global Process Lead Meetings. Global Process Lead Meetings shall be held in the manner set forth in the following table, with the first such meeting being held within 3 months after the Effective Date:

Global Process Lead Meeting
Frequency	Quarterly or such other time period agreed to by the Parties.
Purpose	•  Review process performance by Region, set global process goals, and develop remediation strategies •  Facilitates the sharing of best practices •  Discuss process standardization opportunities and develop implementation plans, as appropriate
Members	Supplier: •  Supplier Process Leads LS&Co.: •  LS&Co. Process Leads

4.5 Core Team Review: Internal & External. For each Service Category (or grouping of Service Categories agreed to by the Parties), the Parties shall establish regular meetings to review the performance and delivery of the Services in that Service Category. Within 30 days of the Effective Date, the LS&Co. Governance Executive and the Supplier Governance Executive shall, for each Service Category (or grouping of Service Categories

LS&Co. – Exhibit 5 – Governance Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

agreed to by the Parties), appoint appropriate representatives to participate in that Core Team Review: Internal & External, which shall also include the members listed in the table below. Each Core Team Review: Internal & External shall be held in the manner set forth in the following table, with the first such meeting being held in the week immediately following the applicable Commencement Date:

Core Team Review: Internal & External
Frequency	Weekly or such other time period agreed to by the Parties.
Purpose	•  LS&Co. and Supplier provide overall delivery/performance updates •  Raise issues identified during internal review •  Planning/scheduling of resolutions
Members	Supplier: •  Supplier Tower Leads •  Supplier Transition Leads LS&Co.: •  LS&Co. Customer Service Lead •  LS&Co. Information Technology Lead •  LS&Co. Human Resources Lead •  LS&Co. Financial Lead •  LS&Co. Transition Lead

4.6 Service Level Review. Service Level Review meetings shall be held in the manner set forth in the following table, with the first such meeting being held in the week immediately following the applicable Commencement Date:

Service Level Review
Frequency	Weekly or such other time period agreed to by the Parties.
Purpose	•  Review performance indicators, quality scores and trends to inform ongoing activities
Members	Supplier: •  Supplier Global Tower Leads •  Supplier Regional Tower Leads LS&Co.: •  LS&Co. Global Tower Leads •  LS&Co. Regional Tower Leads •  LS&Co. Performance Management Lead

4.7 Weekly Function Update Weekly Function Update meetings shall be held in the manner set forth in the following table, with the first such meeting being held in the week immediately following the applicable Commencement Date:

Weekly Function Update
Frequency	Weekly or such other time period agreed to by the Parties.
Purpose	•  Review Performance Indicators, quality scores and plans for improvement across areas •  Identify risks/issues across areas •  Tracking and status updates of previously identified issues/resolutions
Members	Supplier: •  Supplier Global Tower Leads •  Supplier Regional Tower Leads LS&Co.: •  LS&Co. Global Tower Leads •  LS&Co. Regional Tower Leads

LS&Co. – Exhibit 5 – Governance Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

4.8 Daily Process Update Daily Process Update meetings shall be held in the manner set forth in the following table, with the first such meeting being held in the week immediately following the applicable Commencement Date:

Daily Process Update
Frequency	Daily or such other time period agreed to by the Parties.
Purpose	•  Review Performance Indicators, quality scores and plans for improvement specific to process & Area •  Identify risks / issues across Areas •  Tracking and status updates of previously identified issues/resolutions
Members	Supplier: •  Supplier Regional Tower Leads •  Supplier Tower Working Teams LS&Co.: •  LS&Co. Regional Tower Leads •  LS&Co. Tower Working Teams

5. SERVICE DELIVERY PROCESSES.

5.1 Overall Processes; Process Improvement. Supplier acknowledges that key factors in LS&Co. proceeding with the Agreement include (a) the level and quality of the processes used as part of the delivery of Services (“Service Delivery Processes”) that Supplier will use in support of the LS&Co. account; and (b) Supplier’s commitment to enhance, evolve and improve the quality and efficiency of the Service Delivery Processes. As part of its ongoing enhancement and improvement of the Service Delivery Processes, Supplier shall perform an annual analysis of the then applicable Service Delivery Processes to identify target areas for improving the efficiency and quality of the Service Delivery Processes, including: (a) areas for process improvements and improved business outcomes; (b) differences between the Service Delivery Processes then in use and Supplier’s recommended best of breed Service Delivery Processes; (c) differences between the industry best practices for the applicable Service Delivery Process and those currently in use; (d) areas of Service Delivery Process duplication and Service Delivery Process inefficiency; (e) Supplier’s proposal for transforming the Service Delivery Processes in accordance with Supplier’s recommendations in sub-clauses (a)-(d); and (f) such other material related to the Service Delivery Processes as is reasonably requested by LS&Co. Supplier shall report on the outcomes of its Service Delivery Process analysis as part of the Annual Strategic Review meetings.

5.2 Process for Transformation of Service Delivery Processes. Following completion of the annual Service Delivery Process review the Parties shall work together to agree upon a detailed plan and process for the transformation of the Service Delivery Process for each of the Services, which plan shall address: (a) how the Services will be performed by Supplier on and from the Commencement Date, (b) how the Service Delivery Processes for each Service will be transitioned to Supplier; (c) how the Service Delivery Processes for each Service will be transformed by Supplier, (d) how the applicable LS&Co. Agents will be involved in the detailed transition and transformation of the Service Delivery Processes; and (e) such other items related to the Service Delivery Processes that are reasonably required by LS&Co. There will be no increase to the Charges or Transition Charges for the transition and transformation of the Service Delivery Processes.

5.3 Process Improvement. Without limiting the foregoing, Supplier shall establish a team of at least 5 FTEs (the “Process Improvement Team”) with responsibility for monitoring and evaluating the Services and identifying and recommending process improvements and process automations. The Process Improvement Team will consist of Supplier Staff trained in maintaining quality and implementing process improvement initiatives to the provision of Services for LS&Co. during the Term. Members of the Process Improvement Team will have suitable background, training, skills and qualifications. The Process Improvement Team will meet on a quarterly basis, or more often as mutually agreed to by the Parties and will report on its activities and present its recommendations to the Executive Steering Committee or the applicable Service Category Regional Tower Lead Committee, as directed by LS&Co., following each such meeting.

LS&Co. – Exhibit 5 – Governance Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

6. ACCEPTANCE.

6.1 Acceptance Criteria and Testing. The Parties shall agree the acceptance testing criteria and procedures for any Deliverable that require acceptance testing with respect to a Deliverable that requires acceptance testing. LS&Co. shall use reasonable efforts to begin acceptance testing within 10 days (or such other time period agreed to by the Parties) after Supplier notifies LS&Co. that the applicable Deliverable is ready for testing; unless LS&Co. provides Supplier with notice stating that LS&Co. requires additional time to begin acceptance testing, in which case acceptance testing shall begin by the date specified in such notice. Supplier shall, at no additional cost to LS&Co., provide support, assistance and consultation as may be reasonably necessary to facilitate LS&Co.’s acceptance testing.

6.2 Failure to Pass Acceptance Testing. LS&Co. shall notify Supplier if a Deliverable fails to conform to the applicable acceptance criteria (each such failure, a “Nonconformity”) and provide Supplier with reasonable detail (to the extent possible) of such Nonconformity. Upon such notice, Supplier shall promptly correct, at no additional charge to LS&Co., the Nonconformity (and any other problems with such Deliverable of which Supplier has knowledge). Until the earlier to occur of: (a) LS&Co.’s acceptance of the Deliverable; or (b) the date specified in the agreed to schedule for completion of such Deliverable, LS&Co. will continue to (i) perform acceptance tests of further versions of the Deliverable submitted by Supplier for testing and (ii) cooperate in good faith with Supplier in addressing any Nonconformity. If, in LS&Co.’s reasonable discretion, the Deliverable fails to pass the applicable acceptance tests by the date agreed to for their completion, LS&Co. may, at its option: (w) give Supplier additional time to correct the deficiencies; (x) accept any Deliverable that meets the applicable acceptance criteria and return the nonconforming Deliverable or reject the nonconforming Deliverable for a reasonable refund of amounts paid to Supplier for such rejected Deliverable together with any accepted Deliverable whose functionality or value is impaired because of such rejection; (y) accept the nonconforming Deliverable, subject to a reasonable price adjustment; or (z) terminate the applicable Services or the Agreement and seek LS&Co.’s other available remedies.

6.3 Acceptance. Upon completion of the acceptance tests to LS&Co.’s reasonable satisfaction, LS&Co. will issue a certificate of acceptance or other written documentation indicating that LS&Co. has accepted the applicable Deliverable. Acceptance testing for a Deliverable that requires acceptance testing shall be completed within the period prescribed in the applicable Work Order or the Transition Plan, unless in each case: (a) LS&Co. provides Supplier with notice stating that LS&Co. requires additional time for acceptance testing, in which case the period for acceptance testing shall be extended by the period set forth in such notice for such Deliverable; or (b) the Deliverable has in LS&Co.’s reasonable discretion failed to meet the applicable Acceptance Criteria (the “Acceptance Testing Period”). If LS&Co. fails to communicate the results of the acceptance testing to Supplier upon expiration of the applicable Acceptance Testing Period (that is, LS&Co. does not accept the Deliverable or provide information with respect to any Nonconformities identified in the Deliverable), Supplier shall notify the LS&Co. Governance Executive of such failure to accept the Deliverable (or of LS&Co.’s failure to provide notice of any Nonconformity), which notice shall provide sufficient detail for the LS&Co. Governance Executive to identify the Deliverable, the applicable Acceptance Testing Period and the LS&Co. personnel or agent responsible for accepting or rejecting the Deliverable. Upon receipt of a valid notice pursuant to this Section 6.3, a Deliverable shall be deemed accepted 15 business days after receipt of that notice by the LS&Co. Governance Executive, unless LS&Co. communicates to Supplier any Nonconformity in the Deliverable within the 15 business day time period. Upon the communication of any Nonconformity, Supplier shall promptly correct, at no additional charge to LS&Co., the Nonconformity (and any other problems with such Deliverable of which Supplier has knowledge) in accordance with the requirements of Section 6.2 and resubmit that Deliverable for acceptance testing in accordance with the requirements of this Section 6.

7. CONTRACT CHANGE PROCESS.

7.1 In General. Contract Changes shall be managed in accordance with Section 10.6 of the Agreement and the change process detailed in this Section 7. Prior to proposing any Contract Change, Supplier shall determine whether that proposed Contract Change is within the scope of the Services (and if so, such proposed change will be considered part of the Services and not considered a Contract Change) or constitute a Contract Change. Supplier shall not implement any Contract Change until LS&Co. and Supplier have agreed upon the terms for such Contract Change and Parties have executed the Contract Change Request. Any Contract Change implemented by Suppler without such advance agreement to terms and written authorization shall be deemed part of the Services without incremental charge. Any Contract Change authorized by LS&Co. in accordance with this Section 7 shall become part of the Services and shall be subject to the terms and conditions of the Agreement unless and only to the extent the Parties agree otherwise.

LS&Co. – Exhibit 5 – Governance Page 8

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

7.2 Contract Change Request Notices. A Party may request a Contract Change by submitting a change request form (substantially in the form and format set forth in the Operations Manual) to the other Party (“Contract Change Request”). Within 10 days of Supplier’s receipt of a Contract Change Request from LS&Co. (or at or prior to the submission of a Contract Change Request to LS&Co. by Supplier), Supplier shall, at no additional cost or expense to LS&Co., prepare a detailed proposal (substantially in the form and format set forth in the Operations Manual) which shall: (a) specify the steps and requirements necessary to implement the Contract Change set forth in the Contract Change Request; (b) contain an impact analysis of the Contract Change that shall include an indication of the effect of the proposed Contract Change on the Services and the Service Levels (the impact analysis shall specify if Supplier reasonably considers that the proposed Contract Change will materially affect its ability to continue to perform the Services in accordance with the Service Levels after the implementation of the proposed Contract Change); (c) specify the relative priority of the Contract Change Request; (d) identify the different roles, responsibilities and actions that will be assumed and taken by the Parties to implement the Contract Change Request, including transition timelines and transition plans, milestones, delivery dates, new or adjusted Service Levels, staffing and Supplier Staff, description of new software and/or equipment to be utilized, training and communication with respect to implementation of the Contract Change Request, and any evaluation testing, development and acceptance criteria applicable to such Contract Change Request; (e) contain a cost estimate (to the extent of any additional or increased cost) and allocate responsibility for such cost (if any) to the appropriate Party; (f) contain a detailed description of the Services to be provided or removed, and any impact on the Service Levels; and (g) such further information as LS&Co. may reasonably request in order to substantiate the impact of the proposed Contract Change. Each cost estimate shall reflect the total cost of the Contract Change Request, and shall include a breakdown of the proposed charges (both one-off and on-going) for making the Contract Change, which breakdown shall show: (i) the reduction to the Charges, any additional charges, or one-off charges which are proposed as a result of the Contract Change or cessation of any existing Services; (ii) any charges for any agreed additional process training; (iii) any other relevant costs; (iv) the increase to the Charges and additional charges which are being proposed as a result of the introduction or addition of new processes or Services or, where applicable, the alteration of any existing Services; and (v) details of the term of the proposed charges.

7.3 Contract Change Request Log. Supplier will maintain an historical log (“Contract Change Log”) of all Contract Change Requests (whether or not implemented) throughout the Term. The Contract Change Log shall include, at a minimum, the following level of detail: (a) control number and date of the Contract Change Request; (b) name of the Party submitting the Contract Change Request; (c) a brief description of the Contract Change Request; (d) the current status of the Contract Change Request; and (e) the date of the Contract Change Request. The status of the Contract Change Request at any stage in the Contract Change Process will be categorized as one of the following: (i) Open (the Contract Change Request has been created and registered); (ii) In Review (a response to the Contract Change Request has been created and is being reviewed pending approval to proceed); (iii) Approved (the Parties have agreed to expend the resources to implement the Contact Change Request, and the Contract Change Request is awaiting implementation); (iv) On Hold (the Parties wish to suspend implementation of the Contract Change Request but anticipate the Contract Change Request will be implemented at a later date); (v) Closed (all implementation tasks have been completed, and the Contract Change Request has been implemented); or (vi) Rejected (the Contract Change Request has been closed and not implemented).

7.4 Coordination. Supplier shall track and report to LS&Co. on all Contract Changes implemented by Supplier. Supplier shall coordinate all Contract Changes with LS&Co. (and any third parties designated by LS&Co.) and cooperate with LS&Co. (and any third parties designated by LS&Co.) to ensure that all Contract Changes are made in a consistent and controlled manner so as to minimize any disruption to LS&Co.’s business operations.

7.5 Prioritization of Contract Changes. Despite anything to the contrary in this Section 7, LS&Co. shall have the right from time to time to alter the order of priority of any Contract Change Request or Contract Change.

LS&Co. – Exhibit 5 – Governance Page 9

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

7.6 Non-Chargeable Contract Change. Notwithstanding the foregoing, no Charges or other amount shall be payable by LS&Co. in connection with a Contract Change to the extent the Contract Change: (a) can be provided by Supplier without Supplier incurring material additional costs or increasing in a material manner the Supplier Staff beyond, in each case, that which is ordinarily used or incurred by Supplier to provide the Services; (b) is a Contract Change for which the cost is explicitly allocated to Supplier under the Agreement; or (c) is determined by the Parties to be non-chargeable.

LS&Co. – Exhibit 5 – Governance Page 10

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 6

REPORTS

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

TABLE OF CONTENTS

1.	Introduction		1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
2.	Reporting Requirements		1
	2.1	Provision of Reports	1
	2.2	Report Requirements	1
	2.3	Report Capture	1
	2.4	Tools	1
	2.5	Web Portal	1
3.	Governance Reports		1
4.	Service Reports		3
	4.1	Human Resource Services Reports	3
	4.2	Finance Services Reports	3
	4.3	Information Technology Services Reports	4
	4.4	Customer Service Services Reports	4
	4.5	Consumer Relations Services Reports	5

LS&Co. – Exhibit 6 – Reports Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

1. INTRODUCTION.

1.1 General. This Exhibit sets forth the reports that Supplier shall provide as part of the Services.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. REPORTING REQUIREMENTS.

2.1 Provision of Reports. Supplier shall provide to LS&Co. the reports, data feeds and data files described in this Exhibit and any other reports identified in the Agreement. In addition, Supplier shall provide such other reports as are reasonably requested by LS&Co. from time to time. All reports shall be LS&Co. Data. Supplier will as soon as reasonably practical provide LS&Co. with information about, and answer LS&Co.’s questions in respect of, the Services and other aspects of the Agreement, as LS&Co. may request from time to time.

2.2 Report Requirements. Supplier shall: (a) provide each report in the form and format directed by LS&Co., and include such content as is directed by LS&Co.; (b) provide the reports at the frequency specified in this Exhibit, or where no such frequency is specified, as reasonably required by LS&Co.; and (c) modify the format, content, and frequency of any report as reasonably requested by LS&Co. Each report, data feed and data file shall be provided in electronic format. Supplier shall categorize the information included in such reports, data feeds and data files as requested by LS&Co. from time to time.

2.3 Report Capture. Supplier shall capture all metrics required to provide reports on a continuous basis (unless the report requires that Supplier capture such metrics on a periodic basis or at some specific point in time) and make those metrics available to LS&Co. using real-time reporting tools (to the extent the functionality to provide real-time data is available to Supplier). Supplier shall compile the data to enable LS&Co. to generate reports using the Systems or other systems of LS&Co.; provided that LS&Co. shall be responsible for providing access to archival data as required for Supplier to capture and compile the data.

2.4 Tools. Supplier shall use reporting tools wherever possible to generate the reports and, to the extent necessary to deliver the reports, develop customized, reporting tools. Supplier shall leverage LS&Co.’s and Supplier’s Systems to prepare the reports. Supplier will provide LS&Co. with access to such tools for the purposes of accessing LS&Co. Data, provided that such access does not compromise the confidentiality or security of information of Supplier’s other customers stored within such tools.

2.5 Web Portal. Supplier shall provide a web portal that shall act as a host site for business unit reports, procedure manual, service level data, training materials, change management work product. LS&Co. personnel shall be granted access to the web portal.

3. GOVERNANCE REPORTS.

Report Name	Description		Frequency
Executive/Management Reports
Supplier Staff Report	Detail of headcount and FTEs by delivery center. Report should include:		Quarterly
	1.	Processes being supported;
	2.	Rank/title of Project staff;
	3.	Countries being serviced;

LS&Co. – Exhibit 6 – Reports Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Report Name	Description		Frequency
	4.	Summary of terminated, voluntary exits, open and hired / promoted positions, attrition % by functional tower ; and
	5.	Any other items specifically set forth in the Agreement to be included in this report.
	The supplier staffing report is purely on LS&Co.’s request for visibility of staffing.
Service Auditor’s Report as per Section 18.3 of the Agreement	Report on controls for a Service Organization performed by an LS&Co.-approved auditor, an internationally recognized top tier firm (e.g., Big 4). Report covering auditing processes for a 12-month period for each tower for which Supplier and/or Supplier sub-contractors supports LS&Co. as well as IT, general and application-related controls.		Yearly (completed and provided to LS&Co. as per the timelines set forth in Section 18.3 of the Agreement)
SOC Bridge Letter	Letter from Supplier indicating whether there are material changes to the SOC report for the 3 months from the date of the report to LS&Co’s fiscal year end (i.e., the period not covered by that fiscal year’s SOC report).		Yearly
Satisfaction Survey	Output summary report regarding results of the satisfaction survey; raw data from the survey results must be provided upon request. Survey to be developed by the parties during detailed knowledge acquisition.		Quarterly
Quarterly Business Review	Quarterly summary of tactical Service performance, including: performance against Service Levels; highlights of Service delivery; status of major Service issues; and major Project implementation status. Quarterly summary of strategic relationship performance, including: LS&Co business updates; Supplier business updates; industry trends; new initiatives; and challenges/obstacles/opportunities.		Quarterly
Root Cause Analysis	Report detailing the root cause of any Service Level Failures. This report will also give details of all steps taken to correct the Service Level Failure as well as current status of the Service Level Failure.		Monthly (if needed)
Scorecard Performance Summary	Dashboard summary of key performance metrics (Critical Service Levels and Service Levels) and their attainment showing performance trends, Service Level Failures, and Service Level Credits. Service Levels should be consolidated in a global dashboard with details by entity as well as by Service Category.		Monthly
Invoice Summary Report	Monthly summary setting out, for each country, a description of services, dates, invoices, amount, currency, billed and number of FTEs by Region and function, Projects (if any), etc.		Monthly

LS&Co. – Exhibit 6 – Reports Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Report Name	Description	Frequency
Performance Reports
Disaster Recovery / Business Continuity	Report outlining key controls as well as advances in developing and updating the Disaster Recovery Plan.	As detailed in agreed-upon Disaster Recovery Plan, but no less than annually
Command Center Report & Back Office Activity	Details regarding internal benchmarks and opportunity assessments as well as a quality control report. Additionally, details of relevant Service Level information, including information on Critical Service Levels and root cause analyses, and will include other ad hoc requests. Volumetric processing data detailing transactions processed by Service process by activity type (for example, number and type of manual vendor master updates processed).	Monthly/As mutually agreed

4. SERVICE REPORTS.

4.1 Human Resource Services Reports

Name	Description	Due Date	Recipients
Scorecard Performance Summary	Dashboard summary of key performance metrics (Critical Service Levels and Service Levels) and their attainment, showing performance trends, Service Level Failures, and Service Level Credits.	10th business date of every month
Volume Analysis Report	Analysis of volume trend and action to be taken for containing it.	10th business date of every month	Tower leads
Service Performance Report	Service Level performance, key highlight and opportunities for improvement.	10th business date of every month	Tower leads
Continuous Improvement	Status of operational improvement initiatives; as mutually agreed	10th business date of every month	Tower leads
Risk and Mitigation Report	List of operational and technical risks along with mitigation/contingency plan.	10th business date of every month	Tower leads

4.2 Finance Services Reports

Name	Description	Due Date	Recipients
Volume Analysis Report	Analysis of volume trend and action to be taken for containing it.	10th business date of every month	Tower leads
Volume Analysis Report	Analysis of volume trend and action to be taken for containing it.	10th business date of every month	Tower leads
Service Performance Report	Service Level performance, key highlight and opportunities for improvement.	10th business date of every month	Tower leads
Continuous Improvement	Status of operational improvement initiatives; as mutually agreed	10th business date of every month	Tower leads
Risk and Mitigation Report	List of operational and technical risks along with mitigation/contingency plan.	10th business date of every month	Tower leads

LS&Co. – Exhibit 6 – Reports Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

4.3 Information Technology Services Reports

Name	Description	Due Date	Recipients
Volume Analysis Report	Analysis of volume trend and action to be taken for containing it.	10th business date of every month	Tower leads
Service Performance Report	Service Level performance, key highlight and opportunities for improvement.	10th business date of every month	Tower leads
Continuous Improvement	Status of operational improvement initiatives; as mutually agreed	10th business date of every month	Tower leads
Risk and Mitigation Report	List of operational and technical risks along with mitigation/contingency plan.	10th business date of every month	Tower leads

4.4 Customer Service Services Reports

Name	Description	Due Date	Recipients
Volume Analysis Report	Analysis of volume trend and action to be taken for containing it.	10th business date of every month	Tower leads
Service Performance Report	Service Level performance, key highlight and opportunities for improvement.	10th business date of every month	Tower leads
Continuous Improvement	Status of operational improvement initiatives; as mutually agreed	10th business date of every month	Tower leads
Risk and Mitigation Report	List of operational and technical risks along with mitigation/contingency plan.	10th business date of every month	Tower leads

LS&Co. – Exhibit 6 – Reports Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

4.5 Consumer Relations Services Reports

Name	Description	Due Date	Recipients
Volume Analysis Report	Analysis of volume trend and action to be taken for containing it.	10th business date of every month	Tower leads
Service Performance Report	Service Level performance, key highlight and opportunities for improvement.	10th business date of every month	Tower leads
Continuous Improvement	Status of operational improvement initiatives; as mutually agreed	10th business date of every month	Tower leads
Risk and Mitigation Report	List of operational and technical risks along with mitigation/contingency plan.	10th business date of every month	Tower leads

LS&Co. – Exhibit 6 – Reports Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT^*

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 7

SERVICE LOCATIONS

^*  Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

NOVEMBER 1, 2014

TABLE OF CONTENTS

1.	Introduction		1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
2.	Supplier Service Locations		1
3.	LS&Co. Service Locations		2

LS&Co. – Exhibit 7 – Service Locations Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

1. INTRODUCTION.

1.1 General. This Exhibit sets forth the Service Locations approved by the Parties.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. SUPPLIER SERVICE LOCATIONS.

The following table sets forth the list of Supplier Service Locations from which Supplier will be providing Services and the Services that will be provided from each Supplier Service Location. The provision of Services from any other location must be approved by LS&Co. in accordance with Article 9 of the Agreement.

Location	Address	Services
Pune, India	Wipro Limited, Rajiv Gandhi Infotech Park Phase II, Hinjewadi, Pune 411057, Maharashtra, India	IT & BPO
Bucharest, Romania	Wipro Technologies S.R.L, 169A, Floreasca Business Park, Calea Floreasca, Sector 1 014459, Bucharest, Romania	IT & BPO
Shanghai, China	Wipro (Shanghai) Limited Room 301-302, Building 9, Bibo Road Lane #690, Pudong, Shanghai 201203 China	IT & BPO
Mexico	Wipro Ejercito Nacional No. 505 Piso 11 Col. Granada, C.P. 11520. D.F. Mexico	IT
Mexico	Wipro Technologies, S.A. de C.V. Edificio Indetelec, Av. Ciencia No. 15, Lote 4, Piso 1 Fraccionamiento Industrial Cuautitlán Izcalli, 54758 Edo. de México	BPO
[****]*	[****]*	[****]*
[****]*	[****]*	[****]*
Vizag, India (Alternate Supplier Service Location)	Wipro Limited Door No.50-75-23/10 STPI Old T.B.Hospital, Rama Talkies Road Resapuvanipalem Visakhapatnam – 530013	Alternate Supplier Service Location)

LS&Co. – Exhibit 7 – Service Locations Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Location	Address	Services
Kochi, India	Wipro Limited Info Park Special Economic Zone Kusumagiri – PO Kakkanad Cochin – 682030	(Alternate Supplier Service Location)
Manjakkudi, India	Wipro Limited Swami Dayananda College Manjakkudi Village Kodavasal Taluk Dist Thiruvarur 612610	(Alternate Supplier Service Location)
Dalian, China	Wipro Dalian Software Park Dalian, Liaoning Province 116023 China	(Alternate Supplier Service Location)

For certain of the Services an alternate Supplier Service Location is specified in the table above. To the extent that Supplier desires to move any of the specified services from the primary Supplier Service Location to the alternate Supplier Service Location specified in the table above, such move must be agreed to by the Parties and such move will be subject to, and in accordance with the requirements in Section 9 of the Agreement. LS&Co. shall not be entitled to any reduction in the Charges with respect to any such move of the applicable (and agreed to) Services to the specified alternate Service Location.

3. LS&Co. SERVICE LOCATIONS.

The following table sets forth the list of LS&Co. Service Locations from which Supplier will be providing Services and the Services that will be provided from each LS&Co. Service Location. The provision of Services from any other location must be approved by LS&Co. in accordance with Article 9 of the Agreement.

Location	Address	Services
San Francisco	Levi Strauss & Co., 1155 Battery St, San Francisco, CA 94111	IT
Mexico	Levi Strauss de Mexico, SA CV, AV, Jaime Balmes No, 8 of, 501-502, Col.Los Mirales Polanco, Mexico 11510*	IT*
Russia	Russia-Moscow-Office Levi Strauss, Krasnoproletarskaya str., bld 16/3, ent, 8, office 7, Moscow 127473	IT
Italy	Levi Strauss Italia S.r.l., Via Carlo Imbonate 22, Miano (MI) 20159	IT

LS&Co. – Exhibit 7 – Service Locations Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT*

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 8

TRANSITION FRAMEWORK

* Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

TABLE OF CONTENTS

1.	Introduction.		1
	1.1	Purpose	1
	1.2	References	1
	1.3	Definitions	1
2.	Transition.		1
	2.1	Transition Methodology	1
	2.2	Transition Plan	1
	2.3	Requirements for Transition Plan	1
	2.4	Requirements for Transition Enablement	2
	2.5	Risk Management and Risk Mitigation	3
	2.6	Completion of Statements of Work and Service Level Definitions	3
	2.7	Knowledge Capture and Cascade	4
	2.8	Training	4
	2.9	LS&Co. Transition Responsibilities	4
	2.10	Existing Projects	4
	2.11	Initial Process Improvement	5
3.	Milestones and Completion Dates.		5
	3.1	Completion of Transition Services	5
	3.2	Transition Milestones	5
	3.3	Payment Milestones	5
4.	Overall Transition Approach.		8
	4.1	Transition Bundles	8
	4.2	Phases, and Waves	8
	4.3	Definitions of Bundles, Waves and Phases	8
5.	Transition Governance.		47
	5.1	Transition Governance Roles	47
	5.2	Change Management	50
	5.3	Status Updates	50
	5.4	Transition Issue Escalation	51
	5.5	LS&Co Transition Governance Roles	51
6.	Transition Meetings.		53
	6.1	Transition Meetings in General	53
	6.2	Executive Review Sessions	53
	6.3	Overall Transition Status Meetings	53
	6.4	Service Category Status Meetings	54

LS&Co. – Exhibit 8 – Transition Framework Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

1. INTRODUCTION.

1.1 Purpose. This Exhibit sets out the approach and methodology that shall apply to the Transition Services.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated. The terms set forth below have the meanings set forth below:

(a) “Bundle 1” has the meaning given in Section 4.1.

(b) “Bundle 2” has the meaning given in Section 4.1.

(c) “In-Flight Project” has the meaning given in Section 2.10.

(d) “Knowledge Acquisition” has the meaning given in Section 2.4(c).

(e) “Phase” has the meaning given in Section 4.2.

(f) “Stabilization” has the meaning given in Section 2.4(g).

(g) “Wave” has the meaning given in Section 4.2.

2. TRANSITION.

2.1 Transition Methodology. Supplier shall utilize Supplier’s robust set of guidelines, activities, tasks, tools and industry practices related to the completion of the Transition Services. Supplier’s transition methodology incorporates management elements such as a governance framework, services management, standard processes, a dedicated Transition Services management team, vigorous planning and tracking, and a communication plan tailored to meet the needs of LS&Co. Supplier’s detailed transition methodology is included, and attached, as part of the Transition Plan.

2.2 Transition Plan. Supplier shall prepare the Transition Plan. The high level the Transition Plan is set forth in Attachment 8.1. Supplier shall, promptly after the Effective Date, revise and finalize the Transition Plan for LS&Co.’s review, comment and approval; provided, that the final detailed Transition Plan shall be provided to LS&Co. no later than 10 business days prior to the commencement of Knowledge Acquisition. Supplier shall cooperate and work closely with LS&Co. in finalizing the Transition Plan (including incorporating LS&Co.’s comments). Any subsequent changes to the Transition Plan shall be subject to the approval of the LS&Co. Governance Executive.

2.3 Requirements for Transition Plan. Supplier’s Transition Plan shall include: (a) a detailed breakdown of the technology, operations and capabilities being transitioned to Supplier; (b) a detailed description of the Transition Services and responsibilities to be performed by Supplier in order for Supplier to properly complete the transition, which shall include a detailed schedule and work plan for all Transition Services to be completed in connection with the transition, including the dates on which each such activity shall be completed; (c) a detailed description of the deliverables to be completed by Supplier, including the date on which each such transition deliverable is to be provided to LS&Co.; (d) a detailed description of any tasks that LS&Co. is required to complete, and any resources that LS&Co. is required to provide, in connection with the Transition Services, provided that all such tasks, obligations and resources shall be specifically identified and agreed to by LS&Co.; (e) a detailed list of Supplier Staff required to complete the Transition Services; (f) a detailed description of the potential risks associated with the Transition Services and the risk mitigation strategies that shall be employed by Supplier to eliminate or minimize such risks (including technical and business risks); (g) a detailed project plan reflecting the tasks to be performed and the dependencies related to the performance of the Transition Services; and (h) any other information and planning necessary to ensure that the transition takes place on schedule and without disruption to LS&Co.’s business or operations.

LS&Co. – Exhibit 8 – Transition Framework Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

2.4 Requirements for Transition Enablement. In addition to the requirements in Section 2.3, Supplier’s Transition Plan for each Wave shall address the following:

(a) IT and Facility Setup. During the information technology and facility setup phase of Transition, Supplier is responsible for the following:

(i) Develop a technical architecture diagram laying out all applications, tools, interfaces, and systems needed to support the process solution;

(ii) Create detailed application requirements including needs for user IDs, e-mail IDs and access to systems and tools to support the process;

(iii) Create and document technology and telephony details and plan; and

(iv) Implement and test information connectivity and systems access.

(b) Onboarding and Preparation. During the onboarding and preparation phase of Transition, Supplier is responsible for the following:

(i) Review existing controls;

(ii) Review existing processes;

(iii) Identify Transition approach;

(iv) Refine process documentation;

(v) Plan the transition;

(vi) Recruit and train Transition staff;

(vii) Review framework and develop process training;

(viii) Develop knowledge transfer plan;

(ix) Mobilize project; and

(x) Set up additional office infrastructure and work space at Supplier’s delivery centers.

(c) Knowledge Acquisition. During the knowledge acquisition phase of Transition (“Knowledge Acquisition”), Supplier is responsible for the following:

(i) Staff inductions;

(ii) Obtain knowledge from LS&Co. Agents;

(iii) Develop Supplier and LS&Co. training material for training to be provided as part of Knowledge Transfer where the LS&Co. training refers to any training owing to process changes as a result of the Agreement;

(iv) Document detailed processes technical and functional knowledge;

(v) Perform work shadowing;

(vi) Update process documents;

(vii) Attend sessions with incumbent suppliers facilitated by LS&Co.;

(viii) Obtain knowledge of systems, including through walkthroughs conducted by LS&Co. Agents; and

(ix) Each of LS&Co. and Supplier will work together to assess applicable Supplier Staff understanding of the applicable LS&Co. systems and processes, including through LS&Co. certification assessment and Supplier performed playbacks.

(d) Knowledge Transfer/Shadow Support. During the knowledge transfer (BPO)/shadow support (IT) phase of the Transition Period, Supplier is responsible for the following:

LS&Co. – Exhibit 8 – Transition Framework Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

(i) Conduct remaining delivery process training (BPO);

(ii) Perform work shadow support for IT tracks;

(iii) Reverse work shadowing of existing delivery center staff in new environment (BPO); and

(iv) Verify operational staff have been transferred and/or recruited to requirements in the Personnel Projection Matrix at each Service Location and are in place to ensure delivery of Services.

(e) Service Proofing. During the service proofing phase of the Transition Period (ramp-up/primary support), Supplier is responsible for the following:

(i) Incremental go-live of process with current Supplier Staff and LS&Co. staff supervision on site and support from LS&Co.

(f) 100% Go-Live. Upon reaching 100% go-live, Supplier will become responsible for the following:

(i) 100% scope performed from new delivery environment; and

(ii) Continued support from Supplier Staff on site, with initial back-up from LS&Co.

(g) Stabilization Period. During the stabilization period defined in the Transition Plan, Supplier is responsible for the following:

(i) Monitor and measure operating performance by the transition team and service delivery managers and complete stabilization checklist;

(ii) Sequentially, Supplier Staff replace LS&Co.’s employees and run the business independently;

(iii) Create Disaster Recovery Plan based on future state design and the Business Impact Analysis;

(iv) Complete Disaster Recovery Plan, including initial testing to be completed within 6 months of the Commencement Date. Provide written documentation of Disaster Recovery Plan results along with any failures and plan to correct failures;

(v) Document and review “Lessons Learned” for subsequent transition projects;

(vi) Update project repository and close out for each transition;

(vii) Maintain defect and transaction backlog at or below agreed-to levels;

(viii) Define, put in place, and effectively operate governance processes. Put in place issue escalation process; and

(ix) Close any remaining open items.

For purposes of this Exhibit 8, the activities listed in this Section 2.4(g) will be collectively referred to as “Stabilization.”

2.5 Risk Management and Risk Mitigation. Supplier shall manage risk related to the Transition Services, including: (a) developing, as part of the Transition Plan, a risk mitigation plan for LS&Co.’s review, comment and approval; (b) developing, for LS&Co.’s approval, contingency plans for each identified risk, including detailing the specific tasks Supplier shall undertake to help avoid identified risks connected with the Transition Services and to provide for rapid recovery in the event of the occurrence of a risk; (c) following the risk mitigation plan until all risk mitigation actions have been completed; and (d) proactively identifying, monitoring, and managing any significant risks or issues in relation to the Transition Services.

2.6 Completion of Statements of Work and Service Level Definitions. The Statements of Work and the Service Level Definitions Documents included in the Agreement at the Effective Date reflect the Parties best efforts to define the applicable Services and the Service Levels for those Service (and applicable Performance Targets and Service Level Credits). Despite the foregoing, the Parties have agreed that the Statements of Work and the Service Level Definitions Documents will be further refined after the Effective Date and during the period of

LS&Co. – Exhibit 8 – Transition Framework Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Knowledge Acquisition for the applicable Service Category to better reflect any adjustments required to reflect additional information obtained during that Knowledge Acquisition. Accordingly, after the Effective Date the Parties shall work in good faith to finalize the Statements of Work and the Service Level Definitions Documents (and the associated Performance Targets and Service Level Credits) applicable to each Service Category. The Parties shall take all reasonable efforts to seek to finalize each Statement of Work and the Service Level Definitions Document within 30 days of the completion of the Knowledge Acquisition for the applicable Service Category. Despite the foregoing, the Parties agree that neither a Statement of Work nor a Service Level Definitions Document shall be amended without the mutual written agreement of both Parties.

2.7 Knowledge Capture and Cascade. Supplier shall be responsible for obtaining the necessary knowledge from LS&Co. and LS&Co. Agents in order to facilitate the smooth and orderly transition of LS&Co.’s technology, operations and capabilities to Supplier. Without limiting the foregoing, Supplier shall: (a) obtain the relevant knowledge on LS&Co.’s system technology, operations and capabilities; (b) obtain the relevant knowledge on LS&Co.’s environment and procedures; (c) develop operations support knowledge and documentation, including applicable input into the Operations Manual; (d) plan the knowledge capture; (e) complete the knowledge capture; (f) perform any necessary job shadowing; and (g) complete the knowledge cascade.

2.8 Training. Supplier shall, at its cost and expense, provide training for LS&Co. personnel in (a) the performance of the Services and operation of the Systems and (b) the performance of the functions of the retained organization, including performance of any services that are not included as part of the Services, the interactions between Supplier and such personnel, and any other aspects of the LS&Co. personnel’s job functions. Supplier shall facilitate such training at the times and places reasonably requested by LS&Co. and shall provide such materials as is necessary or desirable to assist with the training and the ongoing retention of knowledge by the LS&Co. personnel. The foregoing training shall be provided by Supplier with respect to all Services and with respect to all LS&Co. Service Locations.

2.9 LS&Co. Transition Responsibilities. The Parties shall determine in the Transition Plan the specific and identified tasks that LS&Co. or an LS&Co. Agent is required to complete, and may identify resources that LS&Co. or an LS&Co. Agent is required to make available, in order to facilitate the Transition Services (which tasks and resources shall be specifically agreed to by LS&Co.).

2.10 Existing Projects. A list of projects that are ongoing or approved by LS&Co. as of the Effective Date is set forth on Attachment 8.2 (each, an “In-Flight Project” and, collectively, the “In-Flight Projects”). Unless otherwise agreed to in Attachment 8.2 Supplier shall be entitled to charge additional amounts for Chargeable Project Support for such In-Flight Project in accordance with, and using the Rates set forth in, Exhibit 4. The list of In-Flight Projects in Attachment 8.2 may be updated by agreement of the Parties. All In-Flight Projects shall be: (x) completed in accordance with LS&Co.’s project management and development practices in place as of the Effective Date (as amended from time to time) and as may be made available to Supplier by LS&Co. from time to time; (y) completed by the date or dates established in the schedule for the relevant In-Flight Project; and (z) subject to formal authorization by LS&Co. at milestones defined for the In-Flight Project (unless the Parties agree to different milestones for the applicable In-Flight Project). Any In-Flight Projects performed by Supplier without such advance authorization shall be deemed part of the Services without incremental charge. During the Transition Period and at least 2 weeks prior to the Commencement Date, Supplier shall complete a health check of all In-Flight Projects. The health check shall provide Supplier with a status update for planned Projects and detailed information regarding the Project status for current Projects and as a minimum shall include the following:

(a) The current phase of the Project and the phases remaining to completion as well as the nature of the services that have been, and still have to be, performed to complete the Project;

(b) A list of LS&Co. Third Party Contractors, if any, supporting each In-Flight Project;

(c) A list of all Deliverables completed for each In-Flight Project and the project phase, as defined by LS&Co.’s current Project management methodology;

(d) Detailed information on the effort associated with each In-Flight Project, including the following for each In-Flight Project: (i) total projected hours; (ii) total hours expended to date; (iii) percent of effort completed (compare estimated percent complete to actual percent complete); and (iv) estimated hours to completion;

LS&Co. – Exhibit 8 – Transition Framework Page 4

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

(e) A list of issues impacting the specific In-Flight Projects; and

(f) A list of all risks, including the mitigation strategy, for all In-Flight Projects.

2.11 Initial Process Improvement. The Parties have agreed that during the Transition Period, and as part of the Transition of the responsibility of the performance of the Services to Supplier, that Supplier shall implement initial improvements and transformations to the Service Delivery Processes for each Service prior to applicable Commencement Date for that Service in order to achieve initial improvements to the efficiency and quality of the delivery of the Services; provided that such improvements can be implemented as part of the Transition of the applicable Services; and provided further that that an improvement or transformation shall not be implemented without the prior approval of LS&Co. if that improvement or transformation would require LS&Co. to alter its method of operation or the way in which LS&Co. conducts its business.

3. MILESTONES AND COMPLETION DATES.

3.1 Completion of Transition Services. Supplier shall perform the Transition Services on or before the completion dates set forth in the Transition Plan. The Transition Services shall not be considered complete until: (a) the final Transition Milestone has been accepted by the LS&Co. Governance Executive; (b) Supplier has provided, and the LS&Co. Governance Executive has accepted, the Operations Manual (including the resolution of any comments or suggestions provided by LS&Co.); and (c) all required training has been completed for LS&Co. personnel.

3.2 Transition Milestones. The Transition Milestones shall be as set forth in the Transition Plan. Each Transition Milestone shall be designed with objective criteria to facilitate agreement by the Parties that sufficient progress is being made on the Transition Plan. Accordingly, the Transition Plan shall include, for each Transition Milestone, a process and set of standards and agreed to acceptance criteria to which Supplier shall adhere in the performance of the Transition Services and that shall enable LS&Co. to determine whether Supplier has successfully completed the Transition Services associated with each Transition Milestone. Achievement of a Transition Milestone shall be subject to Supplier having met all of the criteria set forth in the Transition Plan and this Exhibit for that Transition Milestone. The Transition Plan shall specify the criticality of the Transition Milestone (all Transition Milestones shall be deemed “critical” unless otherwise stated). All Transition Milestones shall be subject to acceptance or rejection by LS&Co.

3.3 Payment Milestones. Those Critical Transition Milestones which have an associated payment amount are set forth in this Section. All Transition Charges shall be due and payable in accordance the requirements with Exhibit 4 and the Agreement.

74	Wave	Country	Onshore Knowledge Capture	Approval for Service Proofing	100% Go-Live
Bundle 1, Phase 1 — LSA HR
1	1	US, Canada	[****]*	[****]*	[****]*
1	2	Brazil, Mexico	[****]*	[****]*	[****]*
Bundle 1, Phase 1 — LSA Finnce & Payroll
1	1 (Finance)	Eugene, Canada, Mexico	[****]*	[****]*	[****]*
1	2 (Finance)	Eugene, Canada, Mexico	[****]*	[****]*	[****]*
1	1 (Payroll)	US, Canada	[****]*	[****]*	[****]*
1	2 (Payroll)	Brazil, Mexico	[****]*	[****]*	[****]*
Bundle 2, Phase 1 – LSA Finance
2	1 (Finance)	Brazil & LATAM Licensing	[****]*	[****]*	[****]*
2	2 (Finance)	Eugene, Canada, Mexico	[****]*	[****]*	[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 5

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

74	Wave	Country	Onshore Knowledge Capture		Approval for Service Proofing		100% Go-Live
2	3 (Finance)	Eugene, Canada, Mexico		[****]*		[****]*		[****]*
Bundle 1, Phase 1 — Global IT Applications
1	1	Global (Corp & BI)		[****]*		[****]*		[****]*
1	2	Global (Corp & BI – All Other; GSC)		[****]*		[****]*		[****]*
1	2	US (GSC; Wholesale)		[****]*		[****]*		[****]*
1	2	Canada (Corp & BI; GSC; Wholesale)		[****]*		[****]*		[****]*
Bundle 1, Phase 1 — Global IT Infrastructure
1	1	Global (Common Services Transition)		[****]*		[****]*		[****]*
1	1	US, Canada, Mexico, Brazil (Corporate & Retail Service Desk)		[****]*		[****]*		[****]*
1	2	All LSA (Corporate Offices, Retail Stores)		[****]*		[****]*		[****]*
1	3	Global (SOC)		[****]*		[****]*		[****]*
1	4	Global (NOC)		[****]*		[****]*		[****]*
1	5	Global (Enterprise Security)		[****]*		[****]*		[****]*
Bundle 1, Phase 1 — LSA Customer Service
1	1	Eugene		[****]*		[****]*		[****]*
1	2	Mexico		[****]*		[****]*		[****]*
Bundle 1, Phase 2 — AMA Human Resources
1	1	Greater China (China, Taiwan, Hong Kong, Cambodia, Vietnam)		[****]*		[****]*		[****]*
1	2	North Asia (Japan, Korea)		[****]*		[****]*		[****]*
1	3	South Asia (India, Singapore, Pakistan, South Africa, Malaysia, Indonesia, Philippines, Bangladesh, ANZ)		[****]*		[****]*		[****]*
Bundle 1, Phase 2 — AMA Finance & Payroll
1	1 (Finance)	Singapore		[****]*		[****]*		[****]*
1	2 (Finance)	Greater China (China, Taiwan, Hong Kong, Cambodia, Vietnam)		[****]*		[****]*		[****]*
1	3 (Finance)	Singapore		[****]*		[****]*		[****]*
1	4 (Finance)	AMA Affiliates Group 1 — Australia, New Zealand, India, Indonesia, Malaysia, Pakistan, Philippines, Singapore, South Africa — includes TGC Group 2 — North Asia (Japan, Korea)		[****]*		[****]*		[****]*
1	1 (Payroll)	Greater China (China, Taiwan, Hong Kong, Cambodia, Vietnam)		[****]*		[****]*		[****]*
1	2 (Payroll)	North Asia (Japan, Korea)		[****]*		[****]*		[****]*
1	3 (Payroll)	South Asia (India, Singapore, Pakistan, South Africa, Malaysia, Indonesia, Philippines, Bangladesh, Australia, New Zealand)		[****]*		[****]*		[****]*
2	1 (Finance)	Singapore (Cash Management)		[****]*		[****]*		[****]*
2	2 (Finance)	Singapore (RTR)		[****]*		[****]*		[****]*
Bundle 1, Phase 2 — AMA IT Applications
1	1	All AMA		[****]*		[****]*		[****]*
Bundle 1, Phase 2 — AMA IT Infrastructure

LS&Co. – Exhibit 8 – Transition Framework Page 6

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

74	Wave	Country	Onshore Knowledge Capture		Approval for Service Proofing		100% Go-Live
1	1	All AMA		[****]*		[****]*		[****]*
1	2	Singapore		[****]*		[****]*		[****]*
1	3	China, Hong Kong		[****]*		[****]*		[****]*
1	4	India		[****]*		[****]*		[****]*
1	5	Rest of AMA — Remote		[****]*		[****]*		[****]*
1	6	All AMA		[****]*		[****]*		[****]*
Bundle 1, Phase 2 — AMA Customer Service
1	1	Australia, New Zealand, Swaziland, Namibia, Nigeria, Botswana, Kenya, Tanzania, Angola, Zambia, Mozambique, India, UAE, Qatar, Israel, Jordan, Monaco, Malta, Libya, Iraq, Egypt, Turkey, Pakistan		[****]*		[****]*		[****]*
1	2	Greater China, North Asia		[****]*		[****]*		[****]*
1	3	South East Asia		[****]*		[****]*		[****]*
Bundle 1, Phase 2 — AMA Consumer Relations
1	1	Australia, New Zealand, Swaziland, Namibia, Nigeria, Botswana, Kenya, Tanzania, Angola, Zambia, Mozambique, India, UAE, Qatar, Israel, Jordan, Monaco, Malta, Libya, Iraq, Egypt, Turkey, India, Philippines		[****]*		[****]*		[****]*
1	2	Greater China, North Asia, South East Asia		[****]*		[****]*		[****]*
Bundle 1, Phase 3 — LSE Human Resources
1	1	UK, Ireland, Sweden, Denmark, Finland, Norway		[****]*		[****]*		[****]*
1	2	Belgium, Netherlands, Germany, Austria, Switzerland		[****]*		[****]*		[****]*
1	3	Portugal, Italy, Spain, Switzerland — LFA, France		[****]*		[****]*		[****]*
1	4	Czech Republic, Poland, Hungary, Greece, Egypt, Turkey, Russia		[****]*		[****]*		[****]*
Bundle 1, Phase 3 — LSE Finance & Payroll
1	1 (Finance)	LSE Affiliates Group 1 (Belgium, Germany, Switzerland, UK) Group 2 (France, Italy, Spain) Group 3 (Czech Republic, Greece, Hungary, Poland, Turkey)		[****]*		[****]*		[****]*
1	1 (Payroll)	UK, Ireland, Sweden, Denmark, Finland, Norway		[****]*		[****]*		[****]*
1	2 (Payroll)	Belgium, Netherlands, Germany, Austria, Switzerland		[****]*		[****]*		[****]*
1	3 (Payroll)	Portugal, Italy, Spain, Switzerland — LFA, France		[****]*		[****]*		[****]*
1	4 (Payroll)	Czech Republic, Poland, Hungary, Greece, Egypt, Turkey, Russia		[****]*		[****]*		[****]*
Bundle 2, Phase 3 — LSE Finance
2	1 (Finance)	Russia		[****]*		[****]*		[****]*
2	2 (Finance)	LFA		[****]*		[****]*		[****]*
Bundle 1, Phase 3 — LSE IT Applications
1	1	All LSE (Excludes Russia & LFA) (eCommerce — Hybris)		[****]*		[****]*		[****]*
1	2	All LSE (Excludes Russia & LFA) (Retail and GSC)		[****]*		[****]*		[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 7

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

74	Wave	Country	Onshore Knowledge Capture		Approval for Service Proofing		100% Go-Live
Bundle 1, Phase 3 — LSE IT Infrastructure
1	1	All LSE (Corporate Service; Retail Service Desk)		[****]*		[****]*		[****]*
1	2	All LSE (SOC)		[****]*		[****]*		[****]*
1	3	Continental Europe		[****]*		[****]*		[****]*
1	4	UK, France		[****]*		[****]*		[****]*
1	5	Rest of LSE		[****]*		[****]*		[****]*
Bundle 1, Phase 3 — LSE Customer Service
1	1	UK, Brussels, GAS		[****]*		[****]*		[****]*
1	2	Poland, Albania, Bulgaria, Belarus, Estonia, Croatia, Lithuania, Latvia, Moldova, Romania, Slovenia, Ukraine, Czech Republic, Slovakia, Hungary, Greece, Cyprus, Turkey, France, Italy, Vatican, Spain, Andorra, Canarias, Portugal		[****]*		[****]*		[****]*
Bundle 1, Phase 3 — LSE Consumer Relations
1	1	All LSE		[****]*		[****]*		[****]*

4. OVERALL TRANSITION APPROACH.

4.1 Transition Bundles. The Services and associated Transition Services (as well as the applicable Transition Charges and Charges) are categorized into two different Bundles. For those Services in the initial bundle, as the services in the initial bundle are more specifically identified in Section 4.3 (“Bundle 1”), the Transition Services are, subject to the terms of the Agreement, to be performed on and from the Effective Date and in accordance with the Transition Plan and requirements set forth in this Exhibit 8. For Services in the subsequent bundle, as the services in the subsequent bundle are more specifically identified in Section 4.3 (“Bundle 2”), the provision of any part of Bundle 2 shall first be subject to a determination by LS&Co. to obtain that part of Bundle 2, and Supplier shall not assume the responsibility for either the Transition or the provision of such Services until such time as LS&Co. notifies Supplier of LS&Co.’s decision to proceed with that part of Bundle 2 (and accordingly no amount of the Charges, Transition Charges or Supplier’s investment in Transition shall become due until after that decision). Any election of LS&Co. to proceed with a part of Bundle 2 shall be an election to proceed with the part of Bundle 2 specified by LS&Co. in its election, and LS&Co. shall not be required to proceed with any other part of Bundle 2 not specified in the notice provided by LS&Co. There shall be no impact to the Transition Charges, except that Supplier shall be entitled to request a Change to the Transition Charges with respect to a part of the Bundle 2 Services if such election is not made at least 2 weeks prior to the applicable Commencement Date for that part of Bundle 2 Services (and provided that such delay is made at the convenience of LS&Co. and without regard to Supplier’s performance of the Transition Services or solution or issues associated therewith).

4.2 Phases, and Waves. The transition approach for LS&Co. is comprised of a number of logical groupings of countries within a region (each a “Phase”), with each Phase being defined by the following Regions:

(a) LSA (The Americas, North and South);

(b) LSE (All of Europe); and

(c) AMA (Asia, the Middle East and Africa).

Each Phase is further broken down into a grouping of Services within the specified Region (each a “Wave”); as each Wave is more specifically defined within the Transition Plan. Supplier shall be responsible for completing the Transition of each Phase and Wave in accordance with the timelines specified in the Transition Plan.

4.3 Definitions of Bundles, Waves and Phases. The tables below set out the Bundles, the Phases and the Waves for each Service Category and the completion date for the applicable milestones.

Bundle 1 Phase 1 (LSA — HR)

LS&Co. – Exhibit 8 – Transition Framework Page 8

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle	Wave	Countries	Functions
1	1	US, Canada	•  Employee Relations •  Leave Management •  Recruitment •  Offboarding •  Benefits Administration •  Employee Data Management / HRIS

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps	[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization	[****]*

Bundle	Wave	Countries	Functions
1	2	Brazil, Mexico	•  Employee Relations •  Leave Management •  Recruitment •  Offboarding •  Benefits Administration •  Employee Data Management / HRIS

LS&Co. – Exhibit 8 – Transition Framework Page 9

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps	[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization	[****]*

Bundle 1 Phase 1 (LSA – Finance & Payroll)

Bundle	Wave	Countries	Functions
1	1 (Finance)	Eugene, Canada, Mexico	•  Accounts Payable •  Travel & Expense Processing •  Technology and Master Data •  Accounts Receivable •  Indirect Procurement

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps	[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization	[****]*

Bundle	Wave	Countries	Functions
1	2 (Finance)	Eugene, Canada, Mexico	•  General Accounting •  Inventory Accounting •  Internal Reporting •  Treasury

LS&Co. – Exhibit 8 – Transition Framework Page 10

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps	[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization	[****]*

Bundle	Wave	Countries	Functions
1	1 (Payroll)	US, Canada	•  Payroll

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps	[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization	[****]*

Bundle	Wave	Countries	Functions
1	2 (Payroll)	Brazil, Mexico	•  Payroll

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps	[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment	[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 11

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
		•  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization	[****]*

Bundle 2 Phase 1 (LSA – Finance)

Bundle	Wave	Countries	Functions
2	1 (Finance)	•  Brazil & LATAM Licensing	•  Accounts Payable •  Travel & Expense Processing •  Accounts Receivable •  General Accounting •  Inventory Accounting •  Treasury Transactions •  Internal Reporting •  Procurement Enablement •  Technology and Master Data

LS&Co. – Exhibit 8 – Transition Framework Page 12

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps	[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization	[****]*

Bundle	Wave	Countries	Functions
2	2 (Finance)	Eugene, Canada, Mexico	•  Accounts Receivable •  Cash Management (to be finalized during TA)

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps	[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization	[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 13

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle	Wave	Countries	Functions
2	3	•  Eugene, Canada, Mexico	•  Internal Reporting •  Treasury •  General Accounting •  Inventory Accounting (to be finalized during TA)

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps	[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization	[****]*

Bundle 1 Phase 1 (Global – IT Applications)

Bundle	Wave	Countries	Functions
1	1	Global	•  Corp & BI (Hyperion Suite)

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of draft system and maintenance technical document (SMTD)	[****]*
2.	Approval for Service Proofing	•  Sign-off of Supplier’s achievement of the shadow support phase exit criteria •  Creation and LS&Co signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Completion and LS&Co. signoff of go-live checklist •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization	[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 14

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle	Wave	Countries	Functions
1	2	Global	•  Corp & BI (all other) •  Global Supply Chain
		United States	•  Global Supply Chain •  Wholesale
		Canada	•  Corp & BI •  Global Supply Chain •  Wholesale

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of draft system and maintenance technical document (SMTD)	[****]*
2.	Approval for Service Proofing	•  Sign-off of Supplier’s achievement of the shadow support phase exit criteria •  Creation and LS&Co signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Completion and LS&Co. signoff of go-live checklist •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization	[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 15

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle 1 Phase 1 (Global — IT Infrastructure)

Bundle	Wave	Countries	Functions
1	1	Global	•  Common Services Transition (Desktop Engineering, Collaboration, Active Directory Management)
		US, Canada, Mexico, Brazil	•  Corporate and Retail Service Desk

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of draft system and maintenance technical document (SMTD)	[****]*
2.	Approval for Service Proofing	•  Sign-off of Supplier’s achievement of the shadow support phase exit criteria •  Creation and LS&Co signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier as agreed to in the exit criteria •  Completion and LS&Co. signoff of go-live checklist •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization	[****]*

Bundle	Wave	Countries	Functions
1	2	All LSA	•  Corporate Offices, Retail Stores

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of draft system and maintenance technical document (SMTD)	[****]*
2.	Approval for Service Proofing	•  Sign-off of Supplier’s achievement of the shadow support phase exit criteria •  Creation and LS&Co signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment	[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 16

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
3.	100% Go-Live	•  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier as agreed to in the Exit criteria •  Completion and LS&Co. signoff of go-live checklist •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization	[****]*

Bundle	Wave	Countries	Functions
1	3	All LSA	•  Systems Operations Center

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of draft system and maintenance technical document (SMTD)	[****]*
2.	Approval for Service Proofing	•  Sign-off of Supplier’s achievement of the shadow support phase exit criteria •  Creation and LS&Co signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier as agreed to in the Exit criteria •  Completion and LS&Co. signoff of go-live checklist •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization	[****]*

Bundle	Wave	Countries	Functions
1	4	Global	•  Network Operations Center (WAN Operations, Data Services, Voice Services, Network Security)

LS&Co. – Exhibit 8 – Transition Framework Page 17

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of draft system and maintenance technical document (SMTD)	[****]*
2.	Approval for Service Proofing	•  Sign-off of Supplier’s achievement of the shadow support phase exit criteria •  Creation and LS&Co signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier as agreed to in the Exit criteria •  Completion and LS&Co. signoff of go-live checklist •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization	[****]*

Bundle	Wave	Countries	Functions
1	5	Global	•  Enterprise Security Services (SAP & GRC, Application Security, Data Security, Infrastructure Security)

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of draft system and maintenance technical document (SMTD)	[****]*
2.	Approval for Service Proofing	•  Sign-off of Supplier’s achievement of the shadow support phase exit criteria •  Creation and LS&Co signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier as agreed to in the Exit criteria •  Completion and LS&Co. signoff of go-live checklist •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization	[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 18

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle 1 Phase 1 (LSA — Customer Services)

Bundle	Wave	Countries	Functions
1	1	Eugene	•  Order Management •  Preliminary Order Processing (POP) •  Dispute Management •  Returns •  Reporting •  Other Customer Service Activities

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps	[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization	[****]*

Bundle	Wave	Countries	Functions
1	2	Mexico	•  Order Management •  Preliminary Order Processing (POP) •  Dispute Management •  Returns •  Reporting •  Other Customer Service Activities

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps	[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization	[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 19

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle 1 Phase 2 (AMA — HR)

Bundle	Wave	Countries	Functions
1	1	•  Greater China (China, Taiwan, Hong Kong, Cambodia, Vietnam)	•  Employee Relations •  Leave Management •  Recruiting •  Offboarding •  Benefits Administration •  Compensation Administration •  Performance Management •  Employee Data Management / HRIS

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 20

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle	Wave	Countries	Functions
1	2	•  North Asia (Japan, Korea)	•  Employee Relations •  Leave Management •  Recruiting •  Offboarding •  Benefits Administration •  Compensation Administration •  Performance Management •  Employee Data Management / HRIS

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	3	•  South Asia (India, Singapore, Pakistan, South Africa, Malaysia, Indonesia, Philippines, Bangladesh, Australia, New Zealand	•  Employee Relations •  Leave Management •  Recruiting •  Offboarding •  Benefits Administration •  Compensation Administration •  Performance Management •  Employee Data Management / HRIS

LS&Co. – Exhibit 8 – Transition Framework Page 21

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle 1 Phase 2 (AMA — Finance)

Bundle	Wave	Countries	Functions
1	1 (Finance)	Singapore	•  Accounts Payable •  Accounts Receivable •  Technology and Master data •  Fixed Assets •  All Quattro scope

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 22

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle	Wave	Countries	Functions
1	2 (Finance)	Greater China (China, Taiwan, Hong Kong, Vietnam, Cambodia)	•  Accounts Payable •  Travel & Expense Processing •  Accounts Receivable •  General Accounting •  Inventory Accounting •  Treasury Transactions •  Internal Reporting •  Procurement Enablement •  Technology and Master Data

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	3 (Finance)	Singapore	•  Direct Accounts Payable •  General Accounting •  Inventory Accounting •  Internal Reporting

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 23

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle	Wave	Countries	Functions
1	4 (Finance)	AMA Affiliates •  Group 1 — ANZ, India, Indonesia, Malaysia, Pakistan, Philippines, Singapore, South Africa — includes GTC •  Group 2 — Japan, Korea	•  Accounts Payable •  Cash Applications •  Travel & Expense Processing •  Accounts Receivable •  General Accounting •  Inventory Accounting •  Internal Reporting •  Treasury •  Technology and Master Data

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	1 (Payroll)	Greater China (China, Taiwan, Hong Kong, Cambodia, Vietnam)	•  Payroll

LS&Co. – Exhibit 8 – Transition Framework Page 24

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	2 (Payroll)	North Asia (Japan, Korea)	•  Payroll

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	3 (Payroll)	South Asia (India, Singapore, Pakistan, South Africa, Malaysia, Indonesia, Philippines, Bangladesh, Australia, New Zealand)	•  Payroll

LS&Co. – Exhibit 8 – Transition Framework Page 25

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle 2 Phase 2 (AMA — Finance)

Bundle	Wave	Countries	Functions
2	1 (Finance)	Singapore	•  Cash Management

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 26

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle	Wave	Countries	Functions
2	2 (Finance)	Singapore	•  Internal Reporting •  Treasury Transactions •  General Accounting •  Inventory Accounting (to be finalized during TA)

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle 1 Phase 2 (AMA — IT Applications)

Bundle	Wave	Countries	Functions
1	1	All AMA	•  Corp & BI •  eCommerce •  Global Supply Chain •  Retail

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of draft system maintenance and technical document (SMTD)		[****]*
2.	Approval for Service Proofing	•  Sign-off of shadow support phase exit criteria as mutually agreed during planning phase •  Creation and LS&Co. signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment		[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 27

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
3.	100% Go-Live	•  Completion and LS&Co. signoff of go-live checklist •  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization		[****]*

Bundle 1 Phase 2 (AMA — IT Infrastructure)

Bundle	Wave	Countries	Functions
1	1	All AMA	•  Corporate and Retail Service Desk

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of the draft system and maintenance technical Document (SMTD)		[****]*
2.	Approval for Service Proofing	•  Sign-off of shadow support phase exit criteria as mutually agreed during planning phase •  Creation and LS&Co. signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Completion and LS&Co. signoff of go-live checklist •  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	2	Singapore	•  Corporate Offices •  Retail Stores

LS&Co. – Exhibit 8 – Transition Framework Page 28

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of the draft system and maintenance technical Document (SMTD)		[****]*
2.	Approval for Service Proofing	•  Sign-off of shadow support phase exit criteria as mutually agreed during planning phase •  Creation and LS&Co. signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Completion and LS&Co. signoff of go-live checklist •  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	3	China, Hong Kong	•  Corporate Offices •  Retail Stores

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of the draft system and maintenance technical Document (SMTD)		[****]*
2.	Approval for Service Proofing	•  Sign-off of shadow support phase exit criteria as mutually agreed during planning phase •  Creation and LS&Co. signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Completion and LS&Co. signoff of go-live checklist •  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization		[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 29

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle	Wave	Countries	Functions
1	4	India	•  Corporate Offices •  Retail Stores

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of the draft system and maintenance technical Document (SMTD)		[****]*
2.	Approval for Service Proofing	•  Sign-off of shadow support phase exit criteria as mutually agreed during planning phase •  Creation and LS&Co. signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Completion and LS&Co. signoff of go-live checklist •  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	5	Rest of AMA — Remote	•  Corporate Offices •  Retail Stores

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge AcquisitionPhase (KAP) exit criteria as mutually agreed during planning phase •  Completion of the draft system and maintenance technical Document (SMTD)		[****]*
2.	Approval for Service Proofing	•  Sign-off of shadow support phase exit criteria as mutually agreed during planning phase •  Creation and LS&Co. signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Completion and LS&Co. signoff of go-live checklist •  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization		[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 30

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle	Wave	Countries	Functions
1	6	All AMA	•  System Operations Center

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of the draft system and maintenance technical document (SMTD)		[****]*
2.	Approval for Service Proofing	•  Sign-off of shadow support phase exit criteria as mutually agreed during planning phase •  Creation and LS&Co. signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Completion and LS&Co. signoff of go-live checklist •  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization		[****]*

Bundle 1 Phase 2 (AMA — Customer Service)

Bundle	Wave	Countries	Functions
1	1	Australia, New Zealand, Swaziland, Namibia, Nigeria, Botswana, Kenya, Tanzania, Angola, Zambia, Mozambique, India, UAE, Qatar, Israel, Jordan, Monaco, Malta, Libya, Iraq, Egypt, Turkey, Pakistan	•  Order Management •  Preliminary Order Processing (POP) •  Dispute Management •  Returns •  Reporting •  Other Customer Service Activities

LS&Co. – Exhibit 8 – Transition Framework Page 31

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	2	Greater China, North Asia	•  Order Management •  Preliminary Order Processing (POP) •  Dispute Management •  Returns •  Reporting •  Other Customer Service Activities

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 32

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle	Wave	Countries	Functions
1	3	South East Asia	•  Order Management •  Preliminary Order Processing (POP) •  Dispute Management •  Returns •  Reporting •  Other Customer Service Activities

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle 1 Phase 2 (AMA — Consumer Relations)

Bundle	Wave	Countries	Functions
1	1	Australia, New Zealand, Swaziland, Namibia, Nigeria, Botswana, Angola, Kenya, Tanzania, Zambia, Mozambique, UAE, Qatar, Israel, Jordan, Monaco, Malta, Libya, Iraq, Egypt, Turkey, India, Philippines	•  Contact Handling & Resolution

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 33

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	2	Greater China, North Asia, South East Asia	•  Contact Handling & Resolution

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle 1 Phase 3 (LSE — HR)

Bundle	Wave	Countries	Functions
1	1	UK, Ireland, Sweden, Denmark, Finland, Norway	•  Employee Relations •  Leave Management •  Recruitment •  Offboarding •  Benefits Administration •  Compensation Administration •  Performance Management •  Employee Data Management / HRIS

LS&Co. – Exhibit 8 – Transition Framework Page 34

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	2	Belgium, Netherlands, Germany, Austria, Switzerland	•  Employee Relations •  Leave Management •  Recruitment •  Offboarding •  Benefits Administration •  Compensation Administration •  Performance Management •  Employee Data Management / HRIS

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 35

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle	Wave	Countries	Functions
1	3	Portugal, Italy, Spain, Switzerland — LFA, France	•  Employee Relations •  Leave Management •  Recruitment •  Offboarding •  Benefits Administration •  Compensation Administration •  Performance Management •  Employee Data Management / HRIS

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	4	Czech Republic, Poland, Hungary, Greece, Egypt, Turkey, Russia	•  Employee Relations •  Leave Management •  Recruitment •  Offboarding •  Benefits Administration •  Compensation Administration •  Performance Management •  Employee Data Management / HRIS

LS&Co. – Exhibit 8 – Transition Framework Page 36

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle 1 Phase 3 (LSE – Finance & Payroll)

Bundle	Wave	Countries	Functions
1	1 (Finance)	LSE Affiliates •  Group 1 –Belgium, Germany, Switzerland, UK •  Group 2 – France, Italy, Spain •  Group 3 – Czech Republic, Greece, Hungary, Poland, Turkey	•  Accounts Payable •  Travel & Expense Processing •  Accounts Receivable •  General Accounting •  Inventory Accounting •  Treasury Transactions •  Internal Reporting •  Procurement Enablement •  Technology and Master Data

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	1 (Payroll)	UK, Ireland, Sweden, Denmark, Finland, Norway	•  Payroll

LS&Co. – Exhibit 8 – Transition Framework Page 37

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	2 (Payroll)	Belgium, Netherlands, Germany, Austria, Switzerland	•  Payroll

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	3 (Payroll)	Portugal, Italy, Spain, Switzerland—LFA, France	•  Payroll

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 38

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from		[****]*
		LS&Co. to Supplier
		•  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization

Bundle	Wave	Countries	Functions
1	4 (Payroll)	Czech Republic, Poland, Hungary, Greece, Egypt, Turkey, Russia	•  Payroll

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

Bundle 2 Phase 3 (LSE – Finance)

Bundle	Wave	Countries	Functions
2	1 (Finance)	Russia	•  All Processes

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 39

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle	Wave	Countries	Functions
2	2 (Finance)	LFA	•  All Processes

	Milestone	Acceptance Criteria	Completion Date
4.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps		[****]*
5.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
6.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization		[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 40

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle 1 Phase 3 (LSE — IT Applications)

Bundle	Wave	Countries	Functions
1	1	All LSE (Excludes Russia & LFA)	•  eCommerce (Hybris)

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of the draft system and maintenance technical Document (SMTD)	[****]*
2.	Approval for Service Proofing	•  Sign-off of shadow support phase exit criteria as mutually agreed during planning phase •  Creation and LS&Co. signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Completion and LS&Co. signoff of go-live checklist •  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization	[****]*

Bundle	Wave	Countries	Functions
1	2	All LSE (Excludes Russia and LFA)	•  Retail •  Global Supply Chain

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of the draft system and maintenance technical Document (SMTD)	[****]*
2.	Approval for Service Proofing	•  Sign-off of shadow support phase exit criteria as mutually agreed during planning phase •  Creation and LS&Co. signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Completion and LS&Co. signoff of go-live checklist •  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization	[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 41

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle 1 Phase 3 (LSE—IT Infrastructure)

Bundle	Wave	Countries	Functions
1	1	All LSE	•  Corporate Service •  Retail Service Desk

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of the draft system and maintenance technical Document (SMTD)	[****]*
2.	Approval for Service Proofing	•  Sign-off of shadow support phase exit criteria as mutually agreed during planning phase •  Creation and LS&Co. signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Completion and LS&Co. signoff of go-live checklist •  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization	[****]*

Bundle	Wave	Countries	Functions
1	2	All LSE	•  System Operation Center

LS&Co. – Exhibit 8 – Transition Framework Page 42

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of the draft system and maintenance technical Document (SMTD)		[****]*
2.	Approval for Service Proofing	•  Sign-off of shadow support phase exit criteria as mutually agreed during planning phase •  Creation and LS&Co. signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment		[****]*
3.	100% Go-Live	•  Completion and LS&Co. signoff of go-live checklist •  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization		[****]*

Bundle	Wave	Countries	Functions
1	3	Continental Europe	•  Corporate Offices •  Retail Stores

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of the draft system and maintenance technical Document (SMTD)	[****]*
2.	Approval for Service Proofing	•  Sign-off of shadow support phase exit criteria as mutually agreed during planning phase •  Creation and LS&Co. signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Completion and LS&Co. signoff of go-live checklist •  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization	[****]*

Bundle	Wave	Countries	Functions
1	4	UK and France	•  Corporate Offices •  Retail Stores

LS&Co. – Exhibit 8 – Transition Framework Page 43

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

	Milestone	Acceptance Criteria	Completion Date
4.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of the draft system and maintenance technical Document (SMTD)	[****]*
5.	Approval for Service Proofing	•  Sign-off of shadow support phase exit criteria as mutually agreed during planning phase •  Creation and LS&Co. signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
6.	100% Go-Live	•  Completion and LS&Co. signoff of go-live checklist •  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization	[****]*

Bundle	Wave	Countries	Functions
1	5	Rest of LSE	•  Corporate Offices •  Retail Stores

	Milestone	Acceptance Criteria	Completion Date
7.	On-Shore Knowledge Capture	•  Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually agreed during planning phase •  Completion of the draft system and maintenance technical Document (SMTD)	[****]*
8.	Approval for Service Proofing	•  Sign-off of shadow support phase exit criteria as mutually agreed during planning phase •  Creation and LS&Co. signoff of draft procedures manual •  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
9.	100% Go-Live	•  Completion and LS&Co. signoff of go-live checklist •  Transfer of 100% of the in-scope activities and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the activities except for support for stabilization	[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 44

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle 1 Phase 3 (LSE — Customer Service)

Bundle	Wave	Countries	Functions
1	1	UK, Brussels, GAS	•  Order Management •  Preliminary Order Processing (POP) •  Dispute Management •  Returns •  Reporting •  Accounts Receivable

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps	[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization	[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 45

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Bundle	Wave	Countries	Functions
1	2	Poland, Albania, Bulgaria, Belarus, Estonia, Croatia, Lithuania, Latvia, Moldova, Romania, Slovenia, Ukraine, Czech Republic, Slovakia, Hungary, Greece, Cyprus, Turkey, France, Italy, Vatican, Spain, Andorra, Canarias, Portugal	•  Order Management •  Preliminary Order Processing (POP) •  Dispute Management •  Returns •  Reporting •  Accounts Receivable

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps	[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization	[****]*

Bundle 1 Phase 3 (LSE — Consumer Relations)

Bundle	Wave	Countries	Functions
1	1	All LSE	•  Contact Handling and Resolution

	Milestone	Acceptance Criteria	Completion Date
1.	On-Shore Knowledge Capture	•  Creation and LS&Co. signoff of draft procedures manual •  Creation and LS&Co. signoff of process maps	[****]*
2.	Approval for Service Proofing	•  Completion and LS&Co. signoff of site readiness assessment •  Completion and LS&Co. signoff of go-live checklist •  Completion and LS&Co. signoff of IT readiness assessment	[****]*
3.	100% Go-Live	•  Transfer of 100% of the in-scope processes and work volume from LS&Co. to Supplier •  Elimination of work performance from LS&Co. agents who previously performed the process except for process support for stabilization	[****]*

LS&Co. – Exhibit 8 – Transition Framework Page 46

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

5. TRANSITION GOVERNANCE.

5.1 Transition Governance Roles. Detailed governance roles and responsibilities shall be established and documented by the Parties prior to the commencement of the Transition Services. At a minimum, Supplier’s responsibilities shall include:

Role	Responsibilities
Transition Director	•  Responsible for all aspects of the Transition Services •  Interface with the LS&Co. Transition Lead •  Identify/mitigate risks/issues/constraints •  Provide status/breakdown of daily progress to the LS&Co. Transition Lead •  Develop and maintain an integrated Transition Plan and manage performance of the Transition Services to meet the Transition Plan •  Identify operational transition requirements, Transition Milestones, and objective assessment criteria •  Identify, assemble, and deploy transition resources •  Manage and oversee daily activities •  Verify the completion of Transition Milestones •  Provide status reports •  Assign Individual Transition Managers for each Service Category •  Manage escalation of transition issues •  Lead transition team and transition management office •  Coordinate Supplier Staff (and other required resources)
Individual Transition Managers per each Service Category per Region	•  Report to the Supplier Transition Director •  Provide status/breakdown of daily progress •  Provide daily progress reports and issue escalation •  Lead/drive the work streams •  Responsible for the completion all tasks on-time •  Responsible for escalations to the Supplier Transition Director •  Ensure all work activities have been reviewed and documented •  Develop process flows for all activities •  Ensure identified gaps have been addressed •  Review and obtain signoff from LS&Co. for all process flows/application and infrastructure Service Category •  Work with Training Lead to ensure all training requirements have been documented •  Ensures that all knowledge has been transferred as required •  Other duties as assigned
Transition Lead (E.g. NOC, SOC, ESS, Service Desk,	Responsible for the infrastructure/technology components •  Report to the Supplier Transition Director •  Provide status/breakdown of daily progress

LS&Co. – Exhibit 8 – Transition Framework Page 47

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Role	Responsibilities
Deskside Support, Corp&BI, Global Supply Chain, Wholesale, Retail, eCommerce)	•  Provide daily progress reports and issue escalation •  Drive/lead infrastructure/technology work stream •  Responsible for the completion all tasks on-time •  Responsible for escalations to the Supplier Transition Director •  Define requirements for Equipment and Software •  Responsible for the identification and acquisition of infrastructure/technology resources to meet delivery dates as required •  Other duties as assigned
System Access, Test and Implementation Lead	Responsible for the coordination and execution of all activities to access required systems and applications, testing and acceptance •  Report to the Supplier Transition Director •  Provide status/breakdown of daily progress •  Provide daily progress reports and issue escalation •  Drive/lead system access work stream •  Responsible for the completion all tasks on-time •  Responsible for escalations to the Supplier Transition Director •  Define application modifications allowing adequate lead time for transition •  Responsible for the identification and acquisition of IT resources to meet delivery dates as required •  Define, document and prioritize change requests •  Other duties as assigned
Performance Testing Lead	Responsible for the coordination and execution of all performance testing •  Report to the Supplier Transition Director •  Provide status/breakdown of daily progress •  Provide daily progress reports and issue escalation •  Drive/lead performance testing work stream •  Responsible for the completion all tasks on-time •  Responsible for escalations to the Supplier Transition Director •  Other duties as assigned
Production Readiness Lead	•  Report to Supplier Transition Director •  Provide status/breakdown of daily progress •  Provide daily progress reports and issue escalation •  Create test strategy •  Create testing schedule

LS&Co. – Exhibit 8 – Transition Framework Page 48

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Role	Responsibilities
	•  Track and report on variances •  Coordinate variance resolution with appropriate teams •  Conduct production readiness assessment •  Drive user acceptance tests •  Validate acceptance tests occur according to plan •  Develop go-no-go/criteria
Reporting Lead (per Region)	•  Report to the Supplier Transition Director •  Provide status/breakdown of daily progress •  Provide daily progress reports and issue escalation •  Drive/lead reporting work stream •  Responsible for the completion all tasks on-time •  Responsible for escalations to the Supplier Transition Director •  Coordinate reporting cutover •  Other duties as assigned
Production Support Lead	•  Report to the Supplier Transition Director •  Provide status/breakdown of daily progress •  Provide daily progress reports and issue escalation •  Lead/drive the Supplier production support work stream •  Responsible for the completion of all tasks on-time •  Responsible for escalations to the Supplier Transition Director •  Manage transition of production support vendor process •  Ensure functional requirements and Service Levels are met
Process Lead	•  Report to the Supplier Transition Director •  Provide status/breakdown of daily progress •  Provide daily progress reports and issue escalation •  Lead/drive the process work stream •  Responsible for the completion all tasks on-time •  Responsible for escalations to the Supplier Transition Director •  Develop process strategy •  Inventory and assess materials gap •  Develop process test cases as required •  Review Supplier process documentation •  Other duties as assigned

LS&Co. – Exhibit 8 – Transition Framework Page 49

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Role

Responsibilities

Training Lead

•  Report to the Supplier Transition Director •  Provide status/breakdown of daily progress •  Provide daily progress reports and issue escalation •  Lead/drive the training work stream •  Responsible for the completion all tasks on-time •  Responsible for escalations to the Supplier Transition Director •  Develop training strategy •  Develop go-no-go/pass-fail criteria •  Inventory and assess materials gap •  Develop curriculum •  Develop training environment test plan •  Schedule training delivery and resources •  Review Supplier training documentation •  Conduct dry run training with user group •  Other duties as assigned

5.2 Change Management. In addition to the positions identified above, Supplier shall, provide [****]* FTEs to perform change management Services at the LS&Co. Service Locations to be agreed to by the Parties. The applicable Supplier Staff shall perform the change management Services for a period of [****]* weeks commencing on the date mutually agreed to by the Parties. Supplier’s change management resources shall be responsible for:

(a) organizational readiness assessment;

(b) development of communication strategy;

(c) development of communications plan;

(d) formulation of change champion network;

(e) change impact capture and analysis;

(f) partnership-building events;

(g) organizational cultural alignment; and

(h) cross-cultural training.

With respect to the performance of such change management Services, Supplier shall be entitled to charge LS&Co. a total amount of [****]*, with such amount to be billed in 6 equal monthly installments (with the first installment due in the month in which the Supplier Staff commence performance of the change management).

5.3 Status Updates. Supplier shall be responsible for providing regular status updates and information to LS&Co. regarding the completion of the Transition Services. Without limiting the foregoing, Supplier shall: (a) track and report on the status of all tasks until completion of the Transition Services; (b) coordinating meetings with LS&Co. to review the status of the Transition Services and reviewing the status of the Transition Services with LS&Co.; (c) provide regular updates to LS&Co. on the status of the Transition Services; (d) report on a regular basis on: (i) activities scheduled during the current reporting period; (ii) activities planned for the next reporting

LS&Co. – Exhibit 8 – Transition Framework Page 50

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

period; and (iii) in progress concerns/issues and recommendations for resolution. In addition, Supplier shall prepare the following reports and deliver those reports in accordance with the frequency set forth below:

Report	Description	Frequency
Transition Report	A written summary report on a weekly basis sufficient to enable LS&Co. to assess the progress of the Transition Services and achievement of the Transition Milestones.	Weekly
Risk Report	A detailed report setting out the identified risks and the risk mitigation strategies.	Weekly

5.4 Transition Issue Escalation. If Supplier foresees or becomes aware of any event that may result in a delay to the completion of the Transition Services, Supplier shall promptly notify LS&Co. of such event. Supplier shall use all reasonable efforts to mitigate the effects of any such event and continue to perform the Transition Services in accordance with the Transition Plan.

5.5 LS&Co Transition Governance Roles. LS&Co. shall appoint the transition roles who shall coordinate the completion of the LS&Co. Transition Responsibilities during the Transition Period. The LS&Co.’s responsibilities shall include:

Role	Responsibilities
Transition Director	•  Will map to Supplier Transition Director and ensure transition service delivery management across all regions – LSA/LSE/AMA covering all Service categories — Finance / HR / Consumer Relations / Customer Service / IT Infrastructure / IT Applications •  Responsible for all activities of the Transition Services assigned to LS&Co. •  Interfaces with the LS&Co. Third Party Contractors to ensure completion of activities assigned to them •  Assist Supplier in identifying/mitigating risks/issues/constraints •  Review and approve operational transition requirements, Transition Milestones, and objective assessment criteria •  Verify the completion of Transition Milestones •  Review status reports •  Assign Individual Transition Managers for each Service Category •  Manage escalation of transition issues from LS&Co. and LS&Co. Third Party Contractors
Individual Transition Managers per each Service Category per Region	•  Collaboratively work with the Supplier Transition Directors for ensuring transition responsibilities for LS&Co are executed as per the transition schedule •  Reports to the LS&Co. Transition Director •  Review daily status progress reports and issue escalation •  Responsible for the completion all tasks assigned to LS&Co and third party service providers on-time •  Responsible for escalations to the LS&Co. Transition Director •  Ensures identified gaps have been addressed •  Ensures that all knowledge has been transferred as required •  Identify, assemble, and deploy resources who would participate in transition from LS&Co. and LS&Co. Third Party Contractors

LS&Co. – Exhibit 8 – Transition Framework Page 51

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Role	Responsibilities
Technology Lead	•  Work with the Supplier Technology Lead to ensure system access are provided to the Supplier staff on time •  Collaborate with Supplier Technology Lead to plan the link and connectivity requirements, provision of the same within required timelines •  Responsible for the identification and acquisition of infrastructure/technology to meet delivery dates as required •  Assist in Define requirements for Equipment and Software •  Other duties as assigned
Process Lead	•  Work with Supplier Process Lead to provide the knowledge regarding as-is process of LS&Co. •  Work with the Supplier Process Lead to design the new process as per the new solution review and approve the new aligned processes •  Review Supplier process documentation •  Other duties as assigned
Training Lead	•  Map to the Supplier Training Lead to define requirements for training the LS&Co. personnel •  Ensure that knowledge acquisition is performed as per the Transition Plan and all resources are assessed and certified as required •  Review Supplier training documentation •  Assist in conducting dry run training with user group •  Other duties as assigned

LS&Co. – Exhibit 8 – Transition Framework Page 52

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

6. TRANSITION MEETINGS.

6.1 Transition Meetings in General. During the Transition Period, Supplier shall meet with LS&Co. to report on Supplier’s progress in performing the Transition Services and meeting the requirements of the Transition Plan. Such meetings shall take place at the time and place designated by LS&Co. During such meetings the Parties shall: (a) review the overall performance of, and provide strategic guidance and direction pertaining to, the Transition Services; (b) review the detailed reports produced by Supplier relating to the previous week’s Transition Services; (c) review the Transition Services activities to be completed in the following week; (d) review the escalation process for all Transition Services issues raised in the previous week; and (e) review the risks and issues logs.

Supplier shall provide LS&Co. with a written Transition Services status report in advance of each such meeting that shall include: (y) an updated project timeline detailing the then-current status of all Transition Services, including the Transition Deliverables, against the Transition Plan; and (z) details of all issues or problems that Supplier is experiencing in connection with the Transition Services and any efforts or remedial actions that Supplier is undertaking to resolve such issues or problems.

6.2 Executive Review Sessions. Executive review sessions shall be held in the manner set forth in the following table throughout the Transition Period, with the first such meeting being held no later than 5 days after the Effective Date:

Executive Review Session
Frequency	Monthly
Purpose	•  Review transition status and major transition issues •  Manage alignment between transition and integration
Attendees	•  Supplier Governance Executive and Supplier Transition Director •  LS&Co. Governance Executive and applicable executives of LS&Co. (e.g., CFO, CIO, etc.)
Agenda	•  High level status and performance updates •  High level discussion of risks and mitigations
Supporting Activities	Executive review report (summarized view of overall transition status meetings).
Facilitation	Supplier

6.3 Overall Transition Status Meetings. Transition meetings shall be held for each applicable region or Service Category in the manner set forth in the following table throughout the Transition Period, with the first meeting being held promptly after the Effective Date:

Overall Transition Status Meetings
Frequency	Weekly, or such other time period agreed to by the Parties.
Purpose	•  Review the detailed reports produced by Supplier relating to the previous week’s Transition Services •  Review the major Transition Services activities to be completed in the following week •  Review progress against the Transition Plan during the previous week and progress towards completion of the deliverables •  Review any issues and escalations and resolve any transition issues •  Perform a review of the overall performance of the Transition Services •  Provide strategic guidance and direction to the transition team

LS&Co. – Exhibit 8 – Transition Framework Page 53

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

Overall Transition Status Meetings
Attendees	•  Supplier Governance Executive, Supplier Transition Director, and Individual Transition Managers •  LS&Co. Governance Executive •  Such other LS&Co. members as specified by LS&Co. from time to time
Agenda	•  Transition Plan update •  High-level performance issues •  Escalated issues •  Review program status
Supporting Activities	Weekly status report to be prepared by Supplier.
Facilitation	Supplier

6.4 Service Category Status Meetings. Service Category status meetings shall be held for each applicable region or Service Category in the manner set forth in the following table throughout the Transition Period, with the first such meeting being held promptly after the Effective Date:

Service Category Status Meetings
Frequency	Daily, or such other time period agreed to by the Parties.
Purpose	•  Agree and document progress against the Transition Plan during the previous week and progress towards completion of the Transition Services •  Agree and document risks and issues to be escalated to the applicable transition meeting
Attendees	•  Supplier Transition Director •  Such other LS&Co. members as specified by LS&Co. from time to time
Agenda	•  Low-level Transition Plan update, including •  transition issues •  risk identification •  escalation issues •  resource gaps •  action items
Supporting Activities	Daily status and action items report to be prepared by Supplier.
Facilitation	Supplier

LS&Co. – Exhibit 8 – Transition Framework Page 54

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT

By and Between

Levi Strauss & Co.

And

Wipro Limited

November 7, 2014

Exhibit 8

Transition Plan Cross Region

Attachment 8.1

Detailed Transition Plan

* Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT*

By and Between

Levi Strauss & Co.

And

Wipro Limited

November 7, 2014

Exhibit 8

Transition Framework

Attachment 8.2

In Flight Projects

* Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

2014 IT Active Projects — Carry-over into 2015

Clarity Project ID	Project Name	Project Description	Go-Live Date
[****]*	[****]*	[****]*	[****]*
[****]*	[****]*	[****]*	[****]*
[****]*	[****]*	[****]*	[****]*
[****]*	[****]*	[****]*	[****]*
[****]*	[****]*	[****]*	[****]*
[****]*	[****]*	[****]*	[****]*
[****]*	[****]*	[****]*	[****]*
[****]*	[****]*	[****]*	[****]*
[****]*	[****]*	[****]*	[****]*
[****]*	[****]*	[****]*	[****]*
[****]*	[****]*	[****]*	[****]*
[****]*	[****]*	[****]*	[****]*
[****]*	[****]*	[****]*	[****]*
[****]*	[****]*	[****]*	[****]*
[****]*	[****]*	[****]*	[****]*
PRJ00000976	[****]*	[****]*

Exhibit 8 – Attachment 8.2 – In Flight Projects Page 1

CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT^*

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 8

TRANSITION FRAMEWORK

ATTACHMENT 8.3

EMPLOYEE TRANSFER PROVISIONS

^*  Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

TABLE OF CONTENTS

1.	Introduction.		1
	1.1	Purpose	1
	1.2	References	1
	1.3	Definitions	1
2.	Employee Transfer Provisions.		1
	2.1	No Transfers of Employment	1
	2.2	Transfer of Undertakings Directive	1
3.	Charges in case of Transfer of Employment		1
	3.1	Transfer to Supplier	1
	3.2	Transfer to LS&Co. or New Supplier	2

LS&Co. – Exhibit 8 – Attachment 8.3 – Employee Tranfer Provisions Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

1. INTRODUCTION.

1.1 Purpose. The provisions applicable to the employment of Affected Employees and Affected Contractors by Supplier are set forth in this Exhibit.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated. The terms set forth below have the meanings set forth below:

(a) “LS&Co. Entity” means LS&Co., its Affiliates and any Previous Supplier.

(b) “Previous Supplier” means a supplier of services that are the same as or similar to the Services (or part of them) immediately prior to an applicable Commencement Date who is displaced by the transfer of Services (or part of them) to Supplier.

(c) “Supplier Entity” means Supplier, its Affiliates, any Supplier Agent, or any entity engaged by Supplier, its Affiliates or Supplier Agent to deliver a part of the Services.

(d) “Transfer of Undertakings Directive” means the EU Council Directive 2001/23/EC and the rules and regulations promulgated thereunder; any applicable Law that implements the EU Council Directive 2001/23/EC or any Law in any jurisdiction (as interpreted by the relevant courts and tribunals) materially similar to the EU Council Directive 2001/23/EC, and including, in each case, any modified or supplemented version of the foregoing and any newly adopted Law replacing a previous Law.

2. EMPLOYEE TRANSFER PROVISIONS.

2.1 No Transfers of Employment. The Parties do not intend for any Affected Employees or Affected Contractors to transfer to Supplier as a result of the transactions contemplated by the Agreement.

2.2 Transfer of Undertakings Directive. Without limiting Section 2.1, LS&Co. and Supplier believe that the Transfer of Undertakings Directive will not apply in relation to the transfer of responsibility for the delivery of the Services to Supplier as envisaged by the Agreement, so as to transfer automatically any employees (which employees are employed by any LS&Co. Entity within the European Economic Area, or such other country that has implemented Laws substantially similar to the Transfer of Undertakings Directive) from an LS&Co. Entity to a Supplier Entity.

3. CHARGES IN CASE OF TRANSFER OF EMPLOYMENT

3.1 Transfer to Supplier. If despite the belief of the Parties as set forth in Section 2.1, to the extent the Parties become aware and agree that the Transfer of Undertakings Directive applies in any country to the transfer of responsibility for the delivery of the Services to Supplier as envisaged by the Agreement, each of the Parties will comply with its respective legal obligations under applicable law. To the extent any employee of LS&Co. Entity claims that their employment should be transferred to the Supplier under the Transfer of Undertakings Directive, the Parties agree on the terms as set forth below:

(a) Supplier shall notify LS&Co. in writing within one week upon becoming aware of such claim whether or not Supplier intends to employ the employee with Supplier Entity. In case Supplier notifies LS&Co. that Supplier Entity intends to employ such employee and LS&Co. agrees to this in writing or in case Supplier has not duly notified LS&Co. of such a claim within one week of becoming aware of such claim, Supplier shall be solely liable to provide this employee all rights and benefits required under the Transfer of Undertaking Directive including continuity of employment, provided however that, LS&Co. will be responsible for any salary and benefits for the time period the employee was employed by an LS&Co Entity.

(b) If Supplier has duly notified LS&Co. that it does not intend to employ such employee claiming a transfer of his employment to Supplier Entity, Supplier will use its reasonable efforts to come to a reasonable

LS&Co. – Exhibit 8 – Attachment 8.3 – Employee Tranfer Provisions Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

mutual settlement with the employee. Any reasonable settlement amount paid to the employee shall be equally shared by the Parties, subject to the prior approval of such settlement by LS&Co..

(c) If Supplier cannot achieve a reasonable settlement and as a result of a litigation proceeding Supplier Entity is legally obliged to employ an employee of LS&Co. Entity, Supplier shall be solely liable to provide this employee all rights and benefits required under the Transfer of Undertaking Directive including continuity of employment. LS&Co. agrees to pay to Supplier for the Term for each such employee [****]* of the difference between the employees legally required salary and benefits and the salary and benefits offered by Supplier to employees employed by Supplier in a similar position in the relevant country.

Supplier’s responsibility with respect to sub-paragraphs (b) and (c) shall be limited to a total of [****]^* employees, after which LS&Co. shall be solely responsible for the full amount of any settlement (pursuant to sub-paragraph (b)) or for the full amount of the salary difference (pursuant to sub-paragraph (c)).

3.2 Transfer to LS&Co. or New Supplier. In case of a termination of the Agreement the Parties do not intend for any employee of Supplier Entity to transfer to LS&Co. Entity or a Successor as a result of the transfer of the Services to LS&Co. or that Successor due to the Transfer of Undertakings Directive. If despite this intention an employee of Supplier Entity claims a transfer of his employment to LS&Co. or a Successor the rights and obligations of the Parties according to Section 3.1 shall apply vice versa.

LS&Co. – Exhibit 8 – Attachment 8.3 – Employee Tranfer Provisions Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 9

LS&CO. POLICIES

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

TABLE OF CONTENTS

1.	Introduction.		1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
2.	LS&Co. Policies.		1

LS&Co. – Exhibit 9 – LS&Co. Policies Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

1. INTRODUCTION.

1.1 General. This Exhibit lists certain of the LS&Co. Policies that are applicable to Supplier in the performance of the Services.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. LS&CO. POLICIES.

List of Policy Documents

LSE Return Policy v.1.0.doc

FINANCE_POLICY_1-3_AllowanceForDoubtfulAccounts

FINANCE_POLICY_1-4-A_InventoryValuation

FINANCE_POLICY_1-4-B_InventoryPhysicalCounts

FINANCE_POLICY_1-4-C_InventoryCSC_US

FINANCE_POLICY_1-6-A_AccountingforPPE

FINANCE_POLICY_1-6-B_CapitalizationOfSoftware

FINANCE_POLICY_1-6-C_CapitalizationOfInterestCosts

FINANCE_POLICY_1-6-E_AssetImpairment

FINANCE_POLICY_1-6-G_PPEassetManagement_US

FINANCE_POLICY_1-6-H_PPEmanual_US

FINANCE_POLICY_10-1_EmployeePrizesAndAwardsPolicy_US.docx

FINANCE_POLICY_4-1-A_RevenueRecognition

FINANCE_POLICY_4-1-B_RevenueRecognition_SalesReturnsAllowances

FINANCE_POLICY_4-2-A_LossesandInsuranceProceeds

FINANCE_POLICY_4-3-A_AdvertisingAndRetailPromotions

FINANCE_POLICY_4-3-B_StartUpActivitiesCosts

FINANCE_POLICY_4-3-C_AccountingforProductSamples

FINANCE_POLICY_4-3-D_BusinessRestructuringCharges

FINANCE_POLICY_4-4-A_MiscAssets_SalesDonationsAbandonment

FINANCE_POLICY_4-4-B_BarterTransactions

FINANCE_POLICY_2-1-A_DisbursementControls

FINANCE_POLICY_2-1-B_WireTransfers

FINANCE_POLICY_2-2-A_AccountingForLeases

FINANCE_POLICY_2-2-B_AccountingForOperatingLeases

FINANCE_POLICY_2-2-C_AccountingForCapitalLeases

FINANCE_POLICY_2-4-A_AssetRetirementObligation

LS&Co. – Exhibit 9 – LS&Co. Policies Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

List of Policy Documents

FINANCE_POLICY_2-4-B_AccruedLiabilitiesandAssetReserves

FINANCE_POLICY_2-5-A_VacationsHolidaysandSickLeave

FINANCE_POLICY_2-5-B_EmployeeIncentiveCompensation

FINANCE_POLICY_2-5-C_Pensions

FINANCE_POLICY_2-5-D_PostRetirementBenefits

FINANCE_POLICY_2-6_UncertaintyInIncomeTaxes

FINANCE_POLICY_7-5_VariableInterestEntities

FINANCE_POLICY_7-7_FairValueMeasurements

FINANCE_POLICY_7-1_ExceptionRequestsToGlobalPolicies

FINANCE_POLICY_7-8_StandardCreditApplication

FINANCE_POLICY_7-9_StandardCreditApplication_RetailStores

2014 Global Travel Policy

Ethics-Code

Global Sourcing and Operating Guidelines

LSCO_Gifts_Policy_FINAL

LSCO_Global_Anti-Bribery_Anti-Corruption_Policy_FINAL 5.8.14

Worldwide Code of Business

FINANCE_POLICY_6-1_IntercompanyTransactionsandSettlement

FINANCE_POLICY_6-2_IntercompanyProfits

FINANCE_POLICY_6-3_IntercompanyTransferPricing

FINANCE_POLICY_6-5_CompanyChargebacks

FINANCE_POLICY_6-6_GlobalCashRepatriation

Copy of FINANCE_POLICY_8-0_SignatureAuthorizationPolicy_EXHIBIT_I_LSA_CORP_Matrix

Copy of FINANCE_POLICY_8-0_SignatureAuthorizationPolicy_EXHIBIT_II_LSE_Matrix

Copy of FINANCE_POLICY_8-0_SignatureAuthorizationPolicy_EXHIBIT_III_APD_Matrix

Copy of FINANCE_POLICY_8-0_SignatureAuthorizationPolicy_EXHIBIT_IV_GSC_Matrix

DailyOPS-ECO-Incident-Problem.pdf

Data Encryption Policy

Email Policy FINAL 01-JUL-2012

GIS_Policies_and_Standards_v9.12

Global Social Media Policy_ES.1.0

Global_Levi_Strauss_Workstation_Policy_07-17-12

Internet Access and Usage Policy

LS&Co. – Exhibit 9 – LS&Co. Policies Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

List of Policy Documents

Oracle Security Policy

SQL Security Policy

UNIX Security Policy

Windows Security Policy

Change Management Policy_POL_0.1-2.doc

FINANCE_POLICY_8-0_SignatureAuthorizationPolicy

FINANCE_POLICY_8-0_SignatureAuthorizationPolicy_EXHIBIT_V_AddendumToMatrices

FINANCE_POLICY_5-1-A_NonAuditServices

FINANCE_POLICY_5-1-B_ContractorAccountingAndControl

FINANCE_POLICY_5-2_JournalEntryProcessingAndApproval

FINANCE_POLICY_5-3_Materiality

FINANCE_POLICY_5-4_SubsequentEvents

FINANCE_POLICY_5-5_SegregationOfDuties

FINANCE_POLICY_5-5-A_SegregationOfDutiesConflicts

FINANCE_POLICY_5-6_PriorPeriodAdjustments

FINANCE_POLICY_5-7-A_EmployeePersonalLoansandLosses

FINANCE_POLICY_5-8_GLaccountReconciliation

LS&Co. – Exhibit 9 – LS&Co. Policies Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 10

LS&CO. AGENT NDA

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

THIS NON-DISCLOSURE AGREEMENT (this “Agreement”), dated [●] (the “Effective Date”), is by and between [●], a [●] (“LS&Co. Agent”) and Wipro Limited, a company formed under the laws of the Republic of India (“Supplier”). Supplier and LS&Co. Agent may each be referred to herein individually as a “Party” or, collectively, as the “Parties”.

WHEREAS, pursuant to the Master Services Agreement between LS&Co., a Delaware corporation (“LS&Co.”) and Supplier dated November 7, 2014 (the “Service Agreement”), Supplier has agreed to permit third parties to audit Supplier in accordance with the terms of the Service Agreement (“Purpose”);

WHEREAS, LS&Co. has retained LS&Co. Agent with respect to the Purpose;

WHEREAS, certain confidential information may be communicated to LS&Co. Agent by Supplier for the purpose of the Purpose and Supplier desires LS&Co. Agent to keep such information confidential and to protect such information from unauthorized use or disclosure; and

WHEREAS, in consideration of the disclosure of such information to LS&Co. Agent, LS&Co. Agent is willing to keep such information confidential in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, Supplier and LS&Co. Agent hereby agree as follows:

1. CONFIDENTIALITY.

LS&Co. Agent shall hold all information communicated to LS&Co. Agent and either marked as “Confidential” or described as such to LS&Co. Agent in writing either at the time of the disclosure or promptly thereafter, that relates to or arises in connection with the Purpose (the “Confidential Information”), in confidence to the same extent and in at least the same manner as LS&Co. Agent protects its own confidential information of a similar nature (and in no event with less than reasonable care), and shall not disclose, distribute or disseminate the Confidential Information, or documents or information derived therefrom, to any third party, except to those of LS&Co. Agent’s directors, officers, employees, affiliates, vendors, contractors and agents who have a need to have access to such Confidential Information and to LS&Co. in connection with the Purpose. The foregoing will not prevent the LS&Co. Agent from disclosing information that belongs to the LS&Co. Agent or information that is (a) publicly known or becomes publicly known through no unauthorized act of the LS&Co. Agent, (b) rightfully received from a third party under no obligation of confidentiality, (c) independently developed by the LS&Co. Agent without use of or reference to the Confidential Information, or (d) already known by the LS&Co. Agent at the time of disclosure and LS&Co. Agent has no obligation of confidentiality other than pursuant to this Agreement. This Agreement will not prevent LS&Co. Agent from disclosing Confidential Information which is required to be disclosed pursuant to a requirement of a governmental agency or law, or any governmental or political subdivision thereof, so long as LS&Co. Agent provides Supplier with written notice of such requirement, to the extent such notice is permitted by law, and takes commercially reasonable steps to allow Supplier an opportunity to object to such disclosure.

2. RETURN OF CONFIDENTIAL INFORMATION.

Unless otherwise agreed to in writing by Supplier, upon the completion of the Purpose, LS&Co. Agent will either: (a) return to Supplier all of the Confidential Information, and all copies thereof or (b) certify in writing that all of the documented Confidential Information and all copies thereof have been destroyed, excluding copies contained in any report (such as an audit report), which shall remain subject to Section 1. LS&Co. Agent may return the Confidential Information, or any part thereof, to Supplier at any time.

3. NO FURTHER RIGHTS.

Nothing contained in this Agreement will be construed as granting or conferring any rights by license or otherwise in the Confidential Information except as expressly provided herein.

LS&Co. – Exhibit 10 – LS&Co. Agent NDA Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

4. THIRD PARTY INFORMATION.

Confidential Information may include information which belongs to a third party. Except as provided in the preceding sentence, this Agreement does not confer any rights or remedies upon any person or entity not a Party to this Agreement.

5. INJUNCTIVE RELIEF.

The Parties acknowledge and agree that monetary damages may be inadequate to compensate for a breach of the provisions contained in this Agreement. In the event of such breach, Supplier may be entitled to seek injunctive relief and any and all other remedies available at law or in equity.

6. MISCELLANEOUS.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of the parties as nearly as possible in accordance with applicable law. Neither Party will act or have authority to act as an agent of the other Party for any purpose whatsoever. No delay or omission by Supplier to exercise any right or power hereunder will impair such right or power or be construed to be a waiver thereof. All remedies provided for in this Agreement will be cumulative and in addition to and not in lieu of any other remedies available at law, in equity or otherwise. This Agreement will be binding on Supplier and LS&Co. Agent and all of their successors and permitted assigns. The parties agree that this Agreement (a) is the complete and exclusive statement between the parties with respect to the protection of the confidentiality of Confidential Information, (b) supersedes all related discussions and other communications between the parties, (c) may only be modified in writing by authorized representatives of the parties, and (d) will be governed by the laws of the State of California.

[The next page is the signature page.]

LS&Co. – Exhibit 10 – LS&Co. Agent NDA Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

IN WITNESS WHEREOF, Supplier and LS&Co. Agent have each caused this Agreement to be signed and delivered as of the Effective Date.

LS&Co. Agent	Wipro Limited
Signature	Signature
Name	Name
Title	Title

LS&Co. – Exhibit 10 – LS&Co. Agent NDA Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT^*

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 11

APPROVED BENCHMARKERS

^*  Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

TABLE OF CONTENTS

1.	Introduction.		1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
2.	List of Approved Benchmarkers.		1

LS&Co. – Exhibit 11 – Approved Benchmarkers Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

1. INTRODUCTION.

1.1 General. This Exhibit sets forth the Benchmarkers approved by the Parties.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. LIST OF APPROVED BENCHMARKERS.

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

[****]*

LS&Co. – Exhibit 11 – Approved Benchmarkers Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT^*

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 12

COMPETITORS

^*  Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

TABLE OF CONTENTS

1.	Introduction.			1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
2.	List of Supplier Competitors.			1
3.	List of LS&Co. Competitors.			1

LS&Co. – Exhibit 12 – Competitors Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

1. INTRODUCTION.

1.1 General. This Exhibit sets forth the Supplier Competitors and LS&Co. Competitors approved by the Parties.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto. The entities identified on the lists below shall include any successor entities which may result from a merger with (or demerger from) the entity listed below.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. LIST OF SUPPLIER COMPETITORS.

The following list of Supplier competitors may be updated upon written agreement of the Parties in accordance with the Contract Change Process.

(a) [****]*

(b) [****]*

(c) [****]*

(d) [****]*

(e) [****]*

(f) [****]*

(g) [****]*

(h) [****]*

(i) [****]*

(j) [****]*

(k) [****]*

(l) [****]*

(m) [****]*

(n) [****]*

(o) [****]*

(p) [****]*

3. LIST OF LS&CO. COMPETITORS.

The following list of competitors of LS&Co. may be updated by LS&Co. from time to time upon notice to Supplier; except that LS&Co. may provide such a notice only once in each 3-month period.

(a) [****]*

(b) [****]*

(c) [****]*

(d) [****]*

(e) [****]*

(f) [****]*

(g) [****]*

(h) [****]*

LS&Co. – Exhibit 12 – Competitors Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT^*

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 13

KEY SUPPLIER PERSONNEL

^*  Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked with [****]*.

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

TABLE OF CONTENTS

1.	Introduction.			1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
2.	List of Key Supplier Personnel.			1

LS&Co. – Exhibit 13 – Key Supplier Personnel Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

1. INTRODUCTION.

1.1 General. This Exhibit sets forth the Key Supplier Personnel approved by the Parties.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. LIST OF KEY SUPPLIER PERSONNEL.

No.	Position	Name of Initial Person
1.	Global Account Executive Sponsor*	[****]*
2.	Supplier Governance Executive	[****]* (T)
3.	Transition Director	[****]*
4.	Transition Manager — Applications	[****]* (T)
5.	Transition Manager — Infrastructure	[****]*
6.	Transition Lead — BPO	[****]*
7.	Account Delivery Head	[****]*
8.	BPO Program Lead	[****]*
9.	Global Human Resources Services Business Process Owner**	[****]*
10.	Human Resource Services Lead	[****]*
11.	Human Resource Implementation Lead	[****]*
12.	Global Finance Services Lead	[****]* (T)
13.	Global Consumer Relations Service Lead	[****]*
14.	Global Customer Service Lead	[****]*
15.	Customer Services Implementation Lead	[****]*

• * - [****]* will be committed sufficiently and available to the program and their business stakeholders. He will oversee the entire program. He will not be considered under “Key Supplier Personnel definition”.

• ** — [****]* will be the leader for HR Operations with sufficient time commitment to the project as required. He will represent the services at the key Governance meetings and will be the key interface for the HR Business Leader from LS&Co. He will not be considered under “Key Supplier Personnel definition”.

• (T) – Tentative, to be confirmed

LS&Co. – Exhibit 13 – Key Supplier Personnel Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 14

APPROVED SUPPLIER AGENTS

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

TABLE OF CONTENTS

1.	Introduction.			1
	1.1	General	1
	1.2	References	1
	1.3	Definitions	1
2.	List of Approved Supplier Agents.			1

LS&Co. – Exhibit 14 – Approved Supplier Agents Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

1. INTRODUCTION.

1.1 General. This Exhibit sets forth the Supplier Agents approved by the Parties.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to this Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. LIST OF APPROVED SUPPLIER AGENTS.

Supplier to provide details of the subcontractors of Supplier who will be providing a part of the Service. Such subcontractors are subject to review and approval by LS&Co. in accordance with Section 11.7 of the Agreement.

(a) Transversal for HR Portal

(b) Translation.com

(c) Scanning, Mailroom and doc storage – To be decided

(d) Workday Contractor – To be Decided

(e) CompuCom Systems Inc.

(f) Getronics

LS&Co. – Exhibit 14 – Approved Supplier Agents Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 15

NEW SERVICES PROPOSAL

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

AMENDMENT NO. [●]

This Amendment No. [●] (“Amendment”), dated [●] (“Amendment Effective Date”) is by and between Levi Strauss & Co., (“LS&Co.”) and Wipro Limited (“Supplier”) and amends the Master Services Agreement between LS&Co. and Supplier dated November 7, 2014 (“Agreement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. This Amendment and corresponding Attachments are incorporated into and become a part of the Agreement on the Amendment Effective Date.

RECITALS

WHEREAS, the Parties have agreed that Supplier will provide to LS&Co. certain technology, operations, capabilities and related services that constitute New Services (as defined in the Agreement); and

WHEREAS, the Agreement provides that LS&Co. and Supplier shall execute and deliver an amendment to establish the terms and conditions upon which Supplier shall provide such New Services to LS&Co.

NOW, THEREFORE, for and in consideration of the agreements set forth below, LS&Co. and Supplier agree as follows:

1.DESCRIPTION OF NEW SERVICES.

The services, functions and responsibilities to be performed by Supplier in connection with the New Services are described in Attachment 1 (Description of Services) to this Amendment. If applicable, such New Services shall be within the [Insert Service Category].

[Note: Attachment 1 should address: (a) any new Software or Equipment to be provided by Supplier in connection with the New Services; (b) the Software and Equipment and the run-time requirements, if applicable, necessary to develop and operate any new Software used in connection with the New Services; (c) the resource requirements necessary in connection with such New Services (including additional Supplier Staff); (d) any existing Software or Equipment included, or to be used, in connection with such New Services; (e) any other requirements necessary in connection with such New Services; (f) any additional Supplier Service Location(s); and (g) any other information requested by LS&Co.]

2. CHARGES.

The charges and fees that LS&Co. shall pay Supplier for performing the New Services are set forth in Attachment 2 (Charges) to this Amendment. Unless otherwise set forth in this Amendment, such charges and fees shall be invoiced to and paid by LS&Co. in accordance with the Agreement.

3. SERVICE LEVELS.

A description of the Service Levels (if any) and associated measurement and monitoring tools (if any) for the New Service as well as any Service Level Credits is set forth in Attachment 3 (Service Levels) to this Amendment. Service Level Credits shall be payable in accordance with the Agreement.

4. TRANSITION.

Supplier shall commence providing the New Services on [Insert Start Date] and shall conclude its performance of the New Services no later than [Insert Completion Date]. Supplier shall perform all services, functions, and responsibilities necessary to accomplish the transition of the New Services in accordance with the transition plan set forth in Attachment 4 (Transition Plan) to the Amendment.

5. TERMS AND CONDITIONS.

The terms and conditions set forth in the Agreement shall apply to the provision of the New Services by Supplier and the utilization of the New Services by LS&Co.

LS&Co. – Exhibit 15 – New Services Proposal Form Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

IN WITNESS WHEREOF, each of LS&Co. and Supplier has caused this Amendment to be signed and delivered by its duly authorized representatives.

Levi Strauss & Co.	Wipro Limited
Signature	Signature
Name	Name
Title	Title

LS&Co. – Exhibit 15 – New Services Proposal Form Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 16

FORM OF LOCAL COUNTRY AGREEMENT

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

FORM OF LOCAL COUNTRY AGREEMENT

FOR [JURISDICTION]

This Local Country Agreement for [jurisdiction] (this “Agreement”) is entered into effective [insert date] (the “Effective Date”) by and between [Affiliate’s full legal name, jurisdiction of organization, principal business address and any other identification required by applicable Law, e.g., registration number] (“Customer”) and [Supplier in-country Affiliate’s full legal name, jurisdiction of organization, principal business address and any other identification required by applicable Law, e.g., registration number] (“Supplier”).

WHEREAS, Levi Strauss & Co., a Delaware corporation (“LS&Co.”), and Wipro Limited, a company formed under the laws of the Republic of India (“Wipro”) are parties to a global Master Services Agreement, dated November 7, 2014 (the “Service Agreement”);

WHEREAS, Customer and Supplier desire to enter into this Agreement as a Local Country Agreement, pursuant to Section 15.10 of the Service Agreement, with respect to the Services;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and of other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, Customer and Supplier (collectively, the “Parties” and each, a “Party”) hereby agree as follows:

1. Term, Definitions. The term of this Agreement shall commence on [insert date] (the “Commencement Date”) and continue until any expiration or termination of the Service Agreement, unless otherwise agreed to by each of Supplier, Customer, LS&Co. and Wipro, respectively, in writing. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Service Agreement

2. Services. Commencing on the Commencement Date, Supplier shall provide and perform for Customer the Services in accordance with the Service Levels and other applicable terms and conditions set forth therein, and as such Services may evolve or be supplemented, enhanced, modified or replaced from time to time during the term of this Agreement. The Services may be provided from other countries or jurisdictions or through third parties, only to the extent expressly permitted under the Service Agreement.

3. Fees. Supplier shall invoice Customer on a monthly basis, and Customer agrees to pay Supplier, in each case, in accordance with the applicable provisions of the Service Agreement. Supplier’s invoices under this Agreement shall include all fees payable under the Service Agreement for the applicable Services provided to Customer. The Parties’ respective responsibilities for taxes arising under or in connection with this Agreement shall be in accordance with the applicable provisions of the Service Agreement.

4. Data Protection and Privacy. Customer and Supplier hereby acknowledge and agree to be bound by the provisions of the Service Agreement related to data protection and privacy.

5. Dispute Resolution, Governing Law. Customer and Supplier hereby acknowledge and agree to be bound by the provisions of the Service Agreement related to dispute resolution and to be bound by the choice of law in Section 29.12 of the Service Agreement and to treat the law referred to in Section 29.12 of the Service Agreement as being the law governing this Agreement.

6. Precedence. In the event of any conflict between the provisions of this Agreement and the Service Agreement, the Service Agreement shall take precedence. Any amendment, variation or modification to the Service Agreement will be binding upon each of Customer and Supplier with respect to this Agreement, whether said amendment, variation or modification came into effect before or after the Effective Date.

7. Notices. Wherever under this Agreement Supplier or Customer is required or permitted to give written notice to the other, such notice shall be delivered by providing notice to LS&Co. or Wipro, as appropriate, in accordance with the Service Agreement.

8. Counterparts. This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the Parties hereto.

LS&Co. – Exhibit 16 – Form of Local Country Agreement Page 1

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

9. Service Agreement Application. Customer and Supplier agree that the Service Agreement shall govern the relationship between Customer and Supplier, and each of Customer and Supplier shall comply with the applicable terms of the Service Agreement. To the extent that the performance of a Party’s obligation in accordance with the express terms of the Service Agreement would result in that Party violating a local Law of [jurisdiction], the Parties shall implement that obligation in a manner that: (a) only modifies that obligation to the extent necessary to enable the Party to perform that obligation in accordance with the requirements of the applicable local Law of [jurisdiction]; and (b) to the extent possible, reflects the original intention of the parties to the Service Agreement with respect to that obligation.

[The next page is the signature page.]

LS&Co. – Exhibit 16 – Form of Local Country Agreement Page 2

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of the Effective Date.

[Customer]	[Supplier]
Signature	Signature
Name	Name
Title	Title

LS&Co. – Exhibit 16 – Form of Local Country Agreement Page 3

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

MASTER SERVICES AGREEMENT

BY AND BETWEEN

LEVI STRAUSS & CO.

AND

WIPRO LIMITED

NOVEMBER 7, 2014

EXHIBIT 17

DISASTER RECOVERY PLAN REQUIREMENTS

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

TABLE OF CONTENTS

1.	Introduction.		1
	1.1	Purpose	1
	1.2	References	1
	1.3	Definitions	1
2.	Disaster Recovery Plan Requirements.		1

LS&Co. – Exhibit 17 – Disaster Recovery Plan Requirements Page i

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Confidential

Execution Version

1. INTRODUCTION.

1.1 Purpose. This Exhibit describes the minimum disaster recovery arrangements and procedures applicable to each Disaster Recovery Plan to be provided by Supplier pursuant to the Agreement.

1.2 References. References to an Attachment, Appendix, Section or Article shall be to such Attachment or Appendix to, or Section or Article of, this Exhibit unless otherwise provided. A reference to Exhibit includes a reference to the Attachments and Appendices attached hereto.

1.3 Definitions. As used in this Exhibit, capitalized terms shall have the meanings set forth in Exhibit 1. Other terms used in this Exhibit are defined where they are used and have the meanings there indicated.

2. DISASTER RECOVERY PLAN REQUIREMENTS.

The Parties acknowledge and agree that this Exhibit 17 has not been completed as of the Effective Date. Accordingly, the Parties agree that they shall continue to negotiate and finalize this Exhibit 17 in good faith, with the goal of promptly completing this Exhibit 17 (but in no event later than the end of Knowledge Acquisition) and incorporating the completed Exhibit 17 into the Agreement. The completed Exhibit 17 shall be incorporated into the Agreement by means of an addenda executed by both Parties, with such completed Exhibit 17 being effective as of the Effective Date (and without the requirement for additional consideration with respect to the finalization of Exhibit 17 and execution of the addenda).

LS&Co. – Exhibit 17 – Disaster Recovery Plan Requirements Page 1