Levi Strauss & Co Annual Report 2014

Plain-text annual report

20 14 ANNUAL REPORT ICONS & INNOVATIONS CHIP BERGH President and Chief Executive Officer DEAR SHAREHOLDERS, CUSTOMERS, EMPLOYEES AND OTHER STAKEHOLDERS, 2014 was another year of meaningful progress against our objective of being the best apparel company in the world, again. Over the last three years, we have been focused on our four long-term growth strategies: • Drive the proﬁtable core business • Expand the reach of our brands • Become a world-class omni-channel retailer • Leverage our global scale to improve our cost structure. We’ve grown net revenue and adjusted Earnings Before Interest and Taxes (EBIT) for two ﬁscal years in a row. Fiscal 2014 was the ﬁrst time in nearly a decade the company has delivered two consecutive years of proﬁtable growth. Over time, we have strengthened the structural economics of the business. Since 2011, our Adjusted EBIT margin as a percentage of revenue has improved 210 basis points from 8.5 percent to 10.6 percent.* We have also signiﬁcantly strengthened the balance sheet, reducing overall gross debt by nearly $750 million since ﬁscal 2011. Our gross leverage ratio has improved from 3.8x to 2.0x in the past three ﬁscal years.* Additionally, we have improved cash ﬂow and cash-on-hand. Two major credit ratings agencies have acknowledged our de-leveraging of the balance sheet with credit rating upgrades. This has translated into strong value creation over the last three years, with the stock price more than doubling between December 2011 and December 2014. I’m proud to say that we’re doing all of this while upholding our unwavering commitment to delivering proﬁts through principles. FOCUSED ON WHAT WE CAN CONTROL In 2014, we announced a global productivity initiative with the overall objective to achieve $175 - 200 million in net annualized savings. The initiative is off to a good start, with the actions we took in 2014 expected to deliver between $125-150 million in net annualized savings. We are driving productivity to improve our overall competitiveness, but also to generate the fuel to invest in priority growth opportunities like ecommerce and retail. FINANCIAL HIGHLIGHTS FOR FISCAL YEAR 2014: • Net revenues grew 2 percent to $4.8 billion, primarily due to ﬁscal 2014 having 53 weeks (versus 52 in 2013 and 2015) and two black Fridays. Excluding currency impacts, revenues grew 3 percent. • Gross margin was 49 percent of revenues in 2014, down 80 basis points compared with 2013. This is mostly due to increased discounted sales and our efforts to reduce inventories by year-end. • Net income was $106 million, down from $229 million the prior year, primarily reﬂecting $156 million in restructuring charges related to the global productivity initiative. * These are non-GAAP amounts. For a reconciliation of non-GAAP ﬁnancial measures to comparable GAAP measures, see (1) our press release dated February 12, 2015, for the fourth quarter and year ended November 30, 2014, and (2) the Reconciliation of GAAP to non-GAAP Financial Measures for Fiscal Years 2014, 2013, 2012, 2011 and 2010, each of which is on our website at levistrauss.com under Investors/Financial News & Events and Investor/Earnings Webcast & Other Financial Information, respectively. • Adjusted EBIT grew nearly 8 percent to $504 million from $467 million in 2013. Adjusted EBIT margin was nearly 11 percent and grew 60 basis points over 2013.* • Free cash ﬂow was $123 million for 2014. Cash and cash equivalents at the end of 2014 were $298 million.* • Total liquidity remains nearly $1 billion. • Net debt is down to $926 million from $1.1 billion last year. We reduced gross debt in the year by more than $300 million with the redemption of our Euro bonds.* • Value of the company’s equity grew more than 25 percent compared with 2013. • The 2014 Dividend payment (paid in April 2015) is $50 million, up from $30 million last year. 2014: OUR STRATEGIES ARE DELIVERING RESULTS Our focus on delivering against these strategies was a key driver of our growth in 2014, with the Levi’s® brand growing and passing the $4 billion in sales threshold for the ﬁrst time in 15 years. This past year, we activated two signiﬁcant marketing programs — launching the global Live in Levi’s® campaign and unveiling Levi’s® Stadium. Results show that the Live in Levi’s® campaign is driving growth at more than payout levels. And, Levi’s® Stadium delivered a very high return on investment (ROI) in the ﬁrst year. All three regions — the Americas; Europe; and Asia, Middle East and Africa — grew in 2014, and it was the ﬁrst time in three years that both Europe and Asia grew. We’ve also been focused on expanding our Levi’s® women’s business, which returned to growth, globally, in the second half of 2014. We aim to continue that positive momentum in 2015. that was highly promotional given very soft traffic, globally. Our results were driven by great service in our stores and very strong conversion levels. It is clear that we outperformed most of the key vertical retailers in our industry last year. We also grew our ecommerce business globally this past year by double digits, off of a very small base. We are investing aggressively in ecommerce, both in technology (to deliver a superior consumer experience) and capability, building out our ecommerce team largely with ecommerce veterans from Silicon Valley. IN 2015: THE OPPORTUNITIES AHEAD We have some headwinds as we enter 2015. We expect the strengthening of the U.S. dollar and the highly promotional environment to remain a challenge. In addition, we will return to a 52-week ﬁscal year in 2015. That said, we are focused on what we can control and reviewing actions to mitigate the impact of foreign exchange effects. These challenges face us and our competitors, and our ability to better navigate these issues will help us come out stronger. In 2015, we are introducing a whole new line of Levi’s® women’s products. Every aspect has been designed and tested to meet the needs of women around the world. Early response has been promising and we’re focused on making this launch a success. We’ll make important investments in marketing, advertising and in-store presentation to drive awareness and purchase of the new line. Another priority for the year ahead is to reset our strategy on the Dockers® brand going forward. 2014 was a difficult year for the brand, but we believe in its potential and are committed to returning this market leader to proﬁtable growth. BECOMING A LEADING OMNI-CHANNEL RETAILER Our global retail business grew this past year by a low double-digit percent, driven by a combination of solid same-store growth and net new stores. This was despite a difficult retail environment We will also continue to invest in our direct-to- consumer business, including ecommerce and our company-operated retail stores. We want the consumer to be able to ﬁnd what they want, where they want it, so we’re looking at making 2014 ANNUAL REPORT more effective, proﬁtable and brand-enhancing investments. In addition, we are working with important wholesale customers to continue to evolve and improve the consumer experience in their stores. Fiscal 2015 will be an important one as we continue to execute the global productivity initiative, initially announced in March of 2014. The changes we’re making will make us more competitive — both in our cost structure and in the marketplace — improving our agility and enabling us to focus on innovation, retail productivity, omni-channel capabilities and an enhanced in-store consumer experience. As part of this global productivity initiative, we announced plans to outsource certain back-office transactional work within information technology, ﬁnance, human resources, customer service and consumer relations to a strategic business partner. Outsourced functions and effective management through our Global Business Services organization will simplify how we operate, improve our productivity levels, increase our agility and further reduce costs. It’s an important step in the transformation of LS&Co. We also remain committed to growing the top and bottom line in constant currency again in 2015. And, if we’re able to achieve it, it will be the ﬁrst time in 20 years that the company has grown the top and bottom line, in constant currency dollars, three years in a row. AT THE CENTER OF CULTURE In May 2013, we announced the naming rights deal with the San Francisco 49ers, and this past Fall, Levi’s® Stadium opened. Our ﬁrst year with the stadium was a success in every measure, including strong marketing ROI, very strong consumer awareness and a strong activation program. The year ahead will be very exciting with Levi’s® Stadium hosting the biggest one-day sporting event in the world in February 2016: Super Bowl 50. The new Levi’s® Stadium, home of the San Francisco 49ers, inspired us to design a special collection of Levi’s® Trucker jackets in team colors. Whether they’re in Levi’s® Stadium or any arena around the globe, fans proudly wear their Levi’s® jeans with their team’s jersey. We will expand this successful program to other NFL teams this year. Everywhere I went this past year — whether Chicago, China, Russia, Hong Kong, London, India or South Africa — I was constantly reminded that our brands live at the epicenter of culture. My trip to South Africa, which helped commemorate our 20- year anniversary of doing business in the country, reminded me that LS&Co. was one of the ﬁrst companies to enter South Africa after apartheid ended. We have never shied away from taking an important stand for equality and human rights, and our 20 years in South Africa was another reminder of how this company leads. PROFITS THROUGH PRINCIPLES We have always leveraged our business to champion economic opportunity, sustainability and social justice. And we strive to make our clothes with the utmost respect for the people who dedicate themselves to the craft. We’ve long had the highest expectations of our suppliers in the industry. I’m proud that we were the ﬁrst apparel company to require them to adhere to a strict standard of conduct if they wanted to do business with us. That was a bold move when we launched our Terms of Engagement (TOE) in 1991. And today, we have built on this leadership with pioneering programs that look beyond compliance issues to improving the lives of workers. This year, we extended our TOE to ﬁnancially incentivize our global base of suppliers for achieving a higher level of social and environmental performance. Basically, the higher your TOE score, the greater the ﬁnancial reward. We did this through a partnership with the World Bank’s International Finance Corporation, creating a ﬁrst- of-its-kind program based on LS&Co.’s industry- leading supplier standards. INNOVATION IN EVERYTHING WE DO Ultimately, we make products inspired by and for the consumer. A majority of our prototypes are now coming from our San Francisco-based Eureka Innovation Lab in partnership with our design and merchandising teams. Whether it’s rapid prototyping or advancements in fabrics and ﬁnishing, our Eureka Innovation Lab is a unique and differentiating asset that plays an important role in our future. It’s an exciting time here at LS&Co., and it’s an honor to be at the helm while we undergo a monumental transformation. It can be easily overlooked in the day-to-day activity, but as I step back and assess what we have accomplished in 2014, I couldn’t be more proud of the LS&Co. employees around the world who make it happen. As I look ahead, I strongly believe that the best is yet to come. Sincerely, April 15, 2015 One of the ways suppliers can achieve higher scores is through the Improving Worker Well-being program that we piloted in ﬁve countries. Looking beyond the factory walls, we helped create programs — including ﬁnancial literacy training and health care education — that beneﬁt the workers. As a result of the program, which is funded in part and supported by the Levi Strauss Foundation, we’ve seen lower absenteeism and higher productivity in the pilot. In many cases, our suppliers are seeing a signiﬁcant return — up to $3 for every $1 invested in the program. WHEN WE LEAD, OTHERS FOLLOW We have some ambitious sustainability targets for the next few years — from increasing the number of facilities with the Improving Worker Well-being program to expanding our Better Cotton sourcing efforts. Overall, we’ll continue to focus on creating programs that push the apparel industry forward because we’ve shown time and again that when we lead, others follow. Our goal is to be the most sustainable apparel company in the world and we’re making measurable progress. We recently marked a milestone, saving more than 1 billion liters of water since 2011 through our efforts, including Water 66-2/3% of the Line Cap < 66-2/3% of the Line Cap but ≥ 33-1/3% of the Line Cap < 33-1/3% of the Line Cap 1.25% 1.50% 0.25% 0.50% 1.25% 1.50% 0.25% 0.50% 2.00% 1.00% 1.75% 0.75% ; 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 Amendment Effective Date, the Applicable Rate will be determined based on Level II. 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 -3- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 III 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. “Attorney” has the meaning assigned to such term in Article VIII. “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 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”. “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- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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. -5- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “CAM” has the meaning assigned to such term in Section 9.18. “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 -6- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. “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 and any Excluded Subsidiary) 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 -7- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Canadian Pension Plan maintained by the government of Canada or the Quebec Pension Plan maintained by the Province of Quebec. “Canadian Prime Rate” means, for any date, the highest of (a) the annual rate of interest announced from time to time by the Multicurrency Administrative Agent as being its reference rate then in effect for determining interest rates on Canadian Dollar- denominated commercial loans made by it in Canada on such date and (b) the CDOR Rate for a 30 day term in effect on such date plus 1% per annum. “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 Chase 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 September 30, 2011, 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 such 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 -8- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. “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 10:00 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 10:00 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 -9- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 the cost of funds quoted by the Administrative Agent to raise Canadian Dollars for the applicable Interest Period as of 10:00 a.m. Toronto local time on such day for commercial loans or other extensions of credit to businesses of comparable credit risk; or if such day is not a Business Day, then as quoted by the Administrative Agent on the immediately preceding Business Day. “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. “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 -10- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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 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. “Chase” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors. “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 0.30% per annum (decreasing to 0.25% per annum on any date if the corporate/family rating of the U.S. Borrower on such date is at least (x) Ba2 by Moody’s and (y) BB by S&P (in each case, with a stable or better outlook). Any change in the Commitment Fee Rate resulting from a change of a corporate/family rating shall become effective as of the first Business Day immediately following the date of the change in such corporate/family rating. “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. -11- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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 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, -12- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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 (x) intercompany Indebtedness, (y) payments of Existing Yen Notes and (z) 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). “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, -13- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. “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 -14- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Bankruptcy Event. “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 $15,000,000, collectively, during any Fiscal Year of the U.S. Borrower). “Disqualified Stock” means, with respect to any Person, any Equity Interest that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise: (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (b) is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or (c) is convertible or exchangeable at the option of the holder thereof for Indebtedness or Disqualified Stock, on or prior to, in the case of clause (a), (b) or (c), the first anniversary of the Maturity Date. “Document” has the meaning assigned to such term in the U.S. Security Agreement. “Dollar Amount” means (a) with regard to any Obligation or calculation denominated in Dollars, the amount thereof, and (b) with regard to any Obligation or calculation denominated in Canadian Dollars or an LC Alternative Currency, the amount of Dollars which is equivalent to the amount so expressed in Canadian Dollars or such LC Alternative Currency at the Spot Rate on the relevant date of determination. -15- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “dollars”, “Dollars” or “$” 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. “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); -16- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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; (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; -17- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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; (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 -18- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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); (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) -19- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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; (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; -20- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. “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. -21- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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 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. -22- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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. “Euro Notes Indenture” means the Indenture, dated as of May 6, 2010, by and between the U.S. Borrower, as issuer, and Wells Fargo Bank, National Association, as trustee. “Event of Default” has the meaning assigned to such term in Article VII. “Excluded Subsidiaries” means (i) The Great Western Garment Company Limited and (ii) The Great Western Garment Company (N.B.) Limited. “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 -23- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. “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 Euro Notes” means the 7.75% Senior Notes due 2018 issued under the Euro Notes Indenture. “Existing Loan Documents” shall have the meaning provided in the Section 1.06 hereto. “Existing Yen Notes” means the 4.25% Senior Notes due 2016 issued under the Fiscal Agency Agreement, dated as of November 22, 1996, by and between the U.S. Borrower, as issuer, and Citibank, N.A., as fiscal agent. “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 and 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). “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. -24- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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. “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. “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, -25- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. “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 -26- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 2.07. “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. -27- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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; (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 -28- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. “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. “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. -29- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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 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. -30- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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 C.V.A./S.C.A., 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. “Maturity Date” means the fifth anniversary of the Amendment Effective Date or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof; provided that if any Existing Euro Notes are still outstanding on February 13, 2018 (the “Trigger Date”), the Maturity Date shall be automatically amended to be the Trigger Date except to the extent that prior to the repayment in full of the Existing Euro Notes (which may, subject to compliance with the Payment Conditions and delivery by the Loan Parties to the Administrative Agent of 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, occur after -31- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ the Trigger Date but prior to the maturity date of the Existing Euro Notes), the U.S. Borrower would be permitted to repay in full the Existing Euro Notes in reliance on the Payment Conditions; provided, further that, if on any date after the Trigger Date and prior to repayment in full of the Existing Euro Notes the U.S. Borrower would no longer be permitted to repay in full the Existing Euro Notes in reliance on the Payment Conditions then the Maturity Date shall be automatically amended to be such date. “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 initial amount of the Multicurrency Commitments 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 -32- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Branch) and any other Lender that has agreed to act as a Multicurrency Issuing Bank and is reasonably 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. -33- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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. “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 Currency” has the meaning assigned to such term in Section 9.19. “Original Effective Date” means the date of the Existing Credit Agreement, which was September 30, 2011. “Original Transactions” means the “Transactions” as defined in the Existing 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. -34- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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). “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; -35- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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 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, -36- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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, 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 Chase 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 -37- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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(e). “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. “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. -38- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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. “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 Ratings Services, a division of The McGraw-Hill Companies, Inc. “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 European Union 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 or territory which is the subject or target of any Sanctions. -39- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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 by the Canadian government or any agency thereof, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person. “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, (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 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 -40- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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) (x) 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 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; -41- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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 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. -42- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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. “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 -43- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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). “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. -44- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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. “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 initial amount of the U.S. Commitments 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. -45- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “U.S. Guaranteed Obligations” has the meaning assigned to such term in Section 10.01. “U.S. Guarantor” means each U.S. Loan Party. “U.S. Issuing Bank” means individually and collectively as the context may require, Chase, 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(i). 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. “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). -46- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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 Chase 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. “U.S. Security Agreement” means that certain Security Agreement, dated as of September 30, 2011, 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. 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 -47- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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 Amendment Effective Date there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower 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 -48- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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. (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 (the “Existing Loan Documents”). Each Loan Party hereby (a) confirms and agrees that each Existing Loan Documents 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 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 Agent or the Lenders or the Issuing Bank or the Bank Product Providers or to grant to any of the Agents or the Lenders or the Issuing Bank 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 Obligations of any Borrower or any other Loan Party, as the case may be, from time to time existing in respect of the Existing Credit Agreement or the Existing Loan Document, 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. -49- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 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. -50- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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., 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 -51- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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 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 -52- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 -53- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. (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. -54- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 -55- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 -56- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 -57- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 -58- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 -59- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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; (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 -60- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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 back up 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 -61- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ $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. (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 -62- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. (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 -63- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. (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 -64- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 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 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 April 1, 2014. 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 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 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 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 -65- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 2.17, 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. 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 -66- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. (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 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; -67- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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, loan principal, 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 -68- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. (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 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 Loans 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 Borrower 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 Borrower 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 -69- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 Administrative Agent or applicable Lender (or, in the case of a payment secured 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 -70- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. (e) Indemnification by the Lenders. Each Lender shall severally indemnify the Applicable Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that the Loan Parties have not already indemnified such Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender that are paid or payable by such Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.17(e) shall be paid within 10 days after the Applicable Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by such Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Each Lender hereby authorizes the Administrative Agent to setoff and apply any amounts due and owing to such Lender under any Loan Document against any amount due the Administrative Agent under this Section 2.17(e). (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 -71- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 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; (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 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 -72- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. (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. -73- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. 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 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 -74- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 -75- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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. -76- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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, 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); -77- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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(j) 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; (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 -78- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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. 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. -79- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 as of and for the Fiscal Year ended November 24, 2013, reported on by PricewaterhouseCoopers LLP, independent public accountants. 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 date and for such period in accordance with GAAP. 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 24, 2013. -80- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 -81- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 furnished by or on behalf of any Loan -82- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Amendment Effective Date, as of the 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. Loan 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 Amendment Effective Date and the issuance of the Letters of Credit to be issued on the 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 Amendment Effective Date. As of the 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 (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 -83- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. SECTION 3.18. Employment Matters. As of the 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 Executive Order 13224 effective September 24, 2001 (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. -84- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. ARTICLE IV Conditions SECTION 4.01. Amendment Effective Date. The amendment and restatement of the Existing Credit Agreement contemplated by this Agreement and the obligations of the Lenders to make 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 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 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 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 2018 Fiscal Year (prepared on a quarterly basis through the end of the U.S. Borrower’s 2014 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 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 -85- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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. (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 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 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) Appraisal(s). The Administrative Agent shall have received appraisals of the Borrowers’ Eligible Trademark Collateral from firms satisfactory to the Administrative Agent, which appraisals shall be satisfactory to the Administrative Agent in its reasonable discretion. (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 23, 2014. (k) Closing Availability. After giving effect to all Borrowings to be made on the Amendment Effective Date and the issuance of any Letters of Credit on the 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. -86- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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 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 March 31, 2014 (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). 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 -87- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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; (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, -88- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 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 -89- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 (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 -90- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. 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; -91- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. 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 -92- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. Borrowers’ expense and (ii) otherwise, no more than one such inspection during such Fiscal Year shall be permitted and such inspection shall be at the 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 $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. -93- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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 in all material respects 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 use the proceeds of any Borrowing or Letter of Credit (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 applicable to 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. 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 -94- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 (provided that the Administrative Agent shall not have the right to request an additional appraisal for the U.S. Borrower’s Fiscal Year 2014), such appraisals and updates 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. (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 -95- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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. -96- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 six months 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 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; (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 Ordinary Course Swap Agreements; (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) -97- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 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; (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 -98- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 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; (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 -99- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), 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 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 -100- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 workmens’ 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(l); (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. 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 -101- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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 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; (b) equity Investments by the U.S. Borrower and its Subsidiaries in their Subsidiaries existing on the Amendment Effective Date and described on Schedule 6.04; -102- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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; and (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; -103- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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, the sales in the applicable jurisdictions for the prior twelve-month period of -104- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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; and (iii) at the time of any such Disposition, no Default or Event of Default shall exist or result from such Disposition; and (q) licenses of intellectual property in the ordinary course of business. -105- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 $20.0 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, -106- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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 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 Yen Notes and the Existing Euro Notes, in each case required pursuant to the terms thereof as in effect on the 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 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. -107- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. (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 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(t) 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 -108- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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. 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) -109- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 its debts or obligations of any Loan Party or any Material Domestic Subsidiary, 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 -110- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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; (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 -111- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Canadian 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 Canadian 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 Canadian Administrative Agent, and 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 Canadian 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 of Canadian 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 -112- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Canadian 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 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 Canadian 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 Canadian 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 Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian 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 Canadian 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 Canadian 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 -113- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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. -114- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 1155 Battery Street San Francisco, CA 94111 Attention: Manager of Treasury Operations Facsimile No: (415) 501-1342 and Levi Strauss & Co. 1155 Battery Street San Francisco, CA 94111 Attention: Office of the General Counsel Facsimile No: (415) 501-7650 (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: Irvine, CA 92614 Attention: Annaliese Fisher Facsimile No: (949) 471-9872 Brookfield Place 181 Bay Street, Suite 4400 Toronto, Ontario M5J 2T3 Canada Attention: Jeff Rogers Facsimile No: (647) 722-6742 3 Park Plaza, Suite 900 McMillan LLP (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) -115- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 -116- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 -117- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. (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 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. -118- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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 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 -119- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 or the Original Transactions or any other transactions contemplated hereby 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; 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 or the Original Transactions or any other transactions contemplated hereby 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. -120- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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 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, 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. 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 -121- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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; (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. -122- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ “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. (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(d) or (e), 2.07(b), 2.18(d) or 9.03(c), 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 -123- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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) 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(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an 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 -124- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 -125- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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. -126- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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, (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), or (j) 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 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. -127- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 Amendment Effective Date on which there shall occur (a) any event described in paragraphs (h) or (i) of -128- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 (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. (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 -129- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 -130- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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. 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 -131- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 -132- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. (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 -133- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 -134- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 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 Amendment Effective Date (whether by loan, capital infusion or by other means) to (ii) the aggregate 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 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 -135- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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. -136- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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 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 -137- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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]. SECTION 11.10. Maximum Canadian Liability. In any action or proceeding involving any corporate law, or any provincial, territorial, state, federal or foreign -138- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 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 -139- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 -140- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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. -141- Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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/ Johan Nystedt Name: Johan Nystedt Title: Vice President and Global Treasurer LEVI STRAUSS & CO. (CANADA) INC., as Canadian Borrower By: /s/ Johan Nystedt Name: Johan Nystedt Title: Treasurer OTHER LOAN PARTIES: LEVI’S ONLY STORES, INC. By: /s/ Johan Nystedt Name: Johan Nystedt Title: Treasurer and Vice President LEVI STRAUSS INTERNATIONAL, INC. By: /s/ Johan Nystedt Name: Johan Nystedt Title: Vice President and Treasurer LVC, LLC By: /s/ Johan Nystedt Name: Johan Nystedt Title: Treasurer S-1 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ LEVI’S ONLY STORES GEORGETOWN, LLC By: /s/ Johan Nystedt Name: Johan Nystedt Title: Treasurer LEVI STRAUSS, U.S.A., LLC By: /s/ Johan Nystedt Name: Johan Nystedt Title: Vice President and Treasurer LEVI STRAUSS-ARGENTINA, LLC By: /s/ Johan Nystedt Name: Johan Nystedt Title: Vice President and Treasurer LEVI STRAUSS INTERNATIONAL By: /s/ Johan Nystedt Name: Johan Nystedt Title: Vice President and Treasurer 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 S-2 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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/ Monirah J. Masud Name: Monirah J. Masud Title: Senior Vice President BANK OF AMERICA, N.A. (CANADA BRANCH), as Lender By: /s/ Medina Sales de Andrade Name: Medina Sales de Andrade Title: Vice President 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/ Domenic Consentino Name: Domenic Consentino Title: Vice President S-3 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ HSBC BANK USA, N.A., as Lender By: /s/ Mark Gibbs Name: Mark Gibbs Title: Vice President HSBC BANK CANADA, as Lender By: /s/ Grant McFarlane Name: Grant McFarlane Title: Assistant Vice President By: /s/ Michael Chung Name: Michael Chung Title: Senior Corporate Banking Manager GOLDMAN SACHS BANK USA, as Lender By: /s/ Rebecca Kratz Name: Rebecca Kratz Title: Authorized Signatory GOLDMAN SACHS LENDING PARTNERS LLC, as Lender By: /s/ Rebecca Kratz Name: Rebecca Kratz Title: Authorized Signatory DEUTSCHE BANK AG NEW YORK BRANCH, as Lender By: /s/ Peter Cucchiara Name: Peter Cucchiara Title: Vice President By: /s/ Michael Winters_____________ Name: Michael Winters Title: Vice President S-4 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ DEUTSCHE BANK AG CANADA BRANCH, as Lender By: /s/ Peter Uffelmann Name: Peter Uffelmann Title: Vice President By: /s/ David Gynn_____________ Name: David Gynn Title: Chief Financial Officer UNION BANK, N.A., as Lender By: /s/ Nadia Mitevska Name: Nadia Mitevska Title: Vice President UNION BANK, CANADA BRANCH, as Lender By: /s/ Anne Collins Name: Anne Collins Title: Vice President PNC BANK, N.A., as Lender By: /s/ Steve Roberts Name: Steve Roberts Title: Vice President BNP PARIBAS, as Lender By: /s/ Guelay Mese Name: Guelay Mese Title: Director By: /s/ Pierre Francois Chequet Name: Pierre Francois Chequet Title: Managing Director S-5 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SUNTRUST BANK, as Lender By: /s/ Angela Leake Name: Angela Leake Title: Director ROYAL BANK OF CANADA, as Multicurrency Revolving Lender By: /s/ Stuart Coulter Name: Stuart Coulter Title: Attorney in Fact By: /s/ Francois Thibaudeau_________ Name: Francois Thibaudeau Title: Attorney in Fact ROYAL BANK OF CANADA, as U.S. Revolving Lender By: /s/ Daniel Gioia Name: Daniel Gioia Title: Authorized Signatory By: /s/ Philippe Pepin_________ Name: Philippe Pepin Title: Authorized Signatory THE BANK OF NOVA SCOTIA, as Lender By: /s/ Diane Emanuel Name: Diane Emanuel Title: Managing Director BANK OF THE WEST, as Lender By: /s/ Rochelle Dineen Name: Rochelle Dineen Title: Director S-6 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ COMMITMENT SCHEDULE Lender U.S. Commitment Multicurrency Commitment Commitment JPMorgan Chase Bank, N.A. $148,235,000 $0 JPMorgan Chase Bank, N.A., Toronto Branch $0 $11,765,000 Bank of America, N.A. $136,471,000 $0 Bank of America, N.A. (Canada Branch) $0 Wells Fargo Bank, N.A. Wells Fargo Capital Finance Corporation Canada HSBC Bank USA, N.A. HSBC Bank Canada Goldman Sachs Bank USA $89,412,000 $0 $84,706,000 $0 $44,706,000 Goldman Sachs Lending Partners LLC $0 Deutsche Bank AG New York Branch $44,706,000 Deutsche Bank AG Canada Branch $0 Union Bank, N.A. Union Bank, Canada Branch PNC Bank, N.A. BNP Paribas SunTrust Bank Royal Bank of Canada The Bank of Nova Scotia Bank of the West $37,647,000 $0 $40,000,000 $37,647,000 $37,647,000 $37,647,000 $37,647,000 $23,529,000 $8,529,000 $0 $5,588,000 $0 $5,294,000 $0 $2,794,000 $0 $2,794,000 $0 $2,353,000 $0 $2,353,000 $2,353,000 $2,353,000 $2,353,000 $1,471,000 $148,235,000 $11,765,000 $136,471,000 $8,529,000 $89,412,000 $5,588,000 $84,706,000 $5,294,000 $44,706,000 $2,794,000 $44,706,000 $2,794,000 $37,647,000 $2,353,000 $40,000,000 $40,000,000 $40,000,000 $40,000,000 $40,000,000 $25,000,000 Total $800,000,000 $50,000,000 $850,000,000 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Exhibit 10.16 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. 2. 3. Assignor: ______________________________ Assignee: ______________________________ [and is an Affiliate/Approved Fund of [identify Lender]1] Borrowers: LEVI STRAUSS & CO. (the U.S. Borrower) and LEVI STRAUSS & CO. (CANADA) INC. (the Canadian Borrower) ____________________ 1 Select as applicable. Exhibit A-1 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 5. Credit Agreement: The $850,000,000 Amended and Restated Credit Agreement dated as of March 21, 2014, 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. The terms set forth in this Assignment and Assumption are hereby agreed to: ____________________ 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ ASSIGNEE [NAME OF ASSIGNEE] By: ______________________________ Title: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: __________________________________ Title: Consented to and Accepted: LEVI STRAUSS & CO. By: ____________________________________ Title: Consented to and Accepted: [NAME OF EACH ISSUING BANK] By: ____________________________________ Title: Exhibit A-3 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ LEVI STRAUSS & CO. SENIOR SECURED REVOLVING CREDIT FACILITY STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION ANNEX 1 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) it 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. Annex I-1 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 I-2 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ [FORM OF] COMPLIANCE CERTIFICATE EXHIBIT D To: The Lenders parties to the Credit Agreement Described Below This Compliance Certificate is furnished pursuant to that certain Amended and Restated Credit Agreement dated as of March 21, 2014 (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; ___________________________ 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 _________, ______]. LEVI STRAUSS & CO., as Borrower Representative By: ________________________________ Name: Title: Exhibit D-2 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Financial Statements Schedule II-1 SCHEDULE I Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Compliance as of [_________, ____] with Provisions of Section 6.14 of the Agreement SCHEDULE II 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 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) Schedule II-2 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 (x) intercompany Indebtedness, (y) payments of Existing Yen Notes and (z) 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] 8. Minimum required Consolidated Fixed Charge Coverage Ratio Schedule II-3 $_____________ $_____________ $_____________ $_____________ $_____________ $_____________ ___ to 1.00 1.00 to 1.00 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Borrowers’ Applicable Rate Calculation SCHEDULE III Requirement: The computations necessary to determine the Applicable Rate commencing on the Business Day this certificate is delivered. Response: As of [ ], 201[ ], for the Fiscal Quarter ended [ ], 201[ ], 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ [FORM OF] U.S. JOINDER AGREEMENT EXHIBIT E-1 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 Amended and Restated Credit Agreement dated as of March 21, 2014 (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. Loan 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. Loan 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, (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. Loan 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. Loan 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 Exhibit E-1-1 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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. 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 Exhibit E-1-2 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ By: ________________________________ Name: Title: Exhibit E-1-3 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ [FORM OF] CANADIAN JOINDER AGREEMENT EXHIBIT E-2 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 Amended and Restated Credit Agreement, dated as of March 21, 2014 (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 Canadian 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. Exhibit E-2-1 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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. 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT F-1 Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 21, 2014 (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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT F-2 Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 21, 2014 (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 Exhibit F-2-1 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT F-3 Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 21, 2014 (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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT F-4 Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 21, 2014 (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. Exhibit F-4-1 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ [NAME OF PARTICIPANT] By: ______________________________________ Name: Title: Date: ________ __, 20[ ] Exhibit F-4-2 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Exhibit 10.22 January 6, 2014 Craig Nomura Dear Craig, I am delighted to confirm our offer of employment to join Levi Strauss & Co. (LS&Co.) as EVP & President, Global Retail, reporting to me. Please Note: This offer is contingent upon successful completion of a background screen. You should not take any steps in reliance on this offer until you have successfully completed the background screen. The details of our offer are as follows: Start Date Your start date is February 3, 2014. Salary Your starting annual salary will be $580,000. Signing Bonus You will receive a signing bonus in the amount of $880,000 (less applicable taxes and withholdings) paid in two installments. The first installment in the amount of $580,000 paid within 30 days of your Start Date and the remaining $300,000 will be paid on the one year anniversary of your Start Date. The signing bonus is offered in anticipation of the contributions you will make to our business over time. Your entitlement to retain the full amount of the signing bonus is contingent on the following terms and conditions: • • For the first payment of $580,000, in the event that you resign your employment or you are terminated For Cause at any time before completing at least twelve (12) months of employment, you will be required to repay 100% of this bonus or $580,000. In the event that you resign or are terminated For Cause after completing twelve (12) months of employment but before completing twenty-four (24) months of employment, you will be required to pay back 50% or $290,000 of this bonus. Any repayment will be due within ninety (90) days of your last day of employment. In addition to the above, for the second installment of $300,000, in the event that you resign your employment or are terminated For Cause anytime within one year after this payment is made, you will be required to repay 100% of this bonus installment within ninety (90) days of your last day of employment. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Nomura - 2 Any bonus repayment owed by you to LS&Co. may be deducted in whole or in part from any final payments due to you, to the fullest extent allowed by law. 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 will provide you with our standard Signing Bonus Acknowledgment and Payback Agreement. Please sign and return the Payback Agreement. Annual Incentive Plan Your target participation in the Annual Incentive Program (AIP) is 70% of your base salary, with a 2014 target value of $406,000. For fiscal 2014 only, you will be guaranteed to receive at least a target bonus. Bonuses for fiscal 2014 are scheduled for payment in February 2015 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 Your offer includes long-term incentive award(s), which give you the opportunity to share in LS&Co.’s success over time. Subject to Board approval and the provisions of the LS&Co.’s equity incentive plan for fiscal 2014, you will receive an initial grant of Stock Appreciation Rights (SARs) with a grant date target value of $550,000. In addition, you will also receive a special one-time SAR grant with a grant date target value of $400,000. 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 February 2014. 60% of both awards 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 both awards will vest 100% after the end of year three. In any event, you must be employed on the vesting dates. You may also be eligible for additional long-term incentives in effect during your employment with LS&Co. The Company has the right to modify the program at any time including, but not limited to the target grant value. 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 annually. You are eligible to accrue four (4) weeks of TOPP (Time Off with Pay Program) during your first year of employment. Worldwide Code of Business Conduct Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Nomura - 3 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. 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. 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. 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 attached Employee Invention and Confidentiality Agreement. We must receive your signed letter and Agreement before or on your first day of employment. You may keep one original for your personal records. This offer is valid only until January 13, 2014 and may be withdrawn at any time prior to your acceptance. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Craig, we are very excited about you joining the company. We are confident that you will make a valuable contribution to LS&Co.’s business. Nomura - 4 Sincerely, Chip Bergh President & CEO Signed: _______________________________ _______________________________ Craig Nomura Date Attached: Employee Invention and Confidentiality Agreement Signing Bonus Acknowledgment and Payback Agreement Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Initial Bonus Acknowledgement & Payback Agreement _______________________________________________________________________________________________ The purpose of this agreement is to acknowledge that I received a bonus as part of my employment offer from Levi Strauss & Co. (LS&Co.) If I resign from LS&Co. prior to completing two years of service, or if my employment is terminated For Cause before two years of service, I agree to repay all or a portion of the initial bonus I received per the terms and conditions described in my offer letter. 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. I agree that any sum I owe may be deducted from any expense reimbursement due to me, but that if that deduction is insufficient to repay the initial bonus I received, or the agreed upon portion thereof, I will repay the balance to the Company within ninety days of my last day of employment. If I fail to timely pay the amount due, I understand that I will owe interest to LS&Co. at the legal rate, and that the Company may take action to collect the amount due and that I will be liable for collection costs, including any court costs and reasonable attorneys’ fees. Employee Signature Date Employee Name (printed) Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ _________________________________________________________________________ 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) (b) (c) 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. 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. 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. ________________________________________________________________________________________ Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ ______________________________________________________________________________________________________________________________ 2. 3. 4. 5. “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. 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. 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. 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. ________________________________________________________________________________________ Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ ______________________________________________________________________________________________________________________________ I understand that the Company is a private company. During my employment, I will make no public statements, to the 6. 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. If any provision of this Agreement is unenforceable, then the balance of all of its terms will nonetheless be 8. enforceable. EMPLOYEE: Signature: _ Name Printed: ________________________________________________________________________________________ Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ LEVI STRAUSS & CO. 2006 EQUITY INCENTIVE PLAN SERVICE VESTED STOCK APPRECIATION RIGHT GRANT NOTICE Exhibit 10.23 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, and the Plan. Participant: Date of Grant: Vesting Commencement Date: Number of Stock Appreciation Rights: Strike Price (Fair Market Value Per Stock Appreciation Right on Date of Grant): Expiration Date: SAR Grant Number: Vesting Schedule: 25% vesting on [DATE]; with the remaining 75% balance vesting at a rate of 2.08% per month beginning [DATE] and ending [DATE], all subject to the Continuous Service by Participant through the respective vesting dates. 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: _____. LEVI STRAUSS & CO. PARTICIPANT By: _______________________________________________________ __________________________________________________________ Date: _________________________________ Date: _________________________________ Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 in accordance with Section 11(a) of the Plan. 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: (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 Cause or your Retirement, Disability, or death; 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; Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (c) eighteen (18) months after the termination of your Continuous Service due to your Retirement or Disability; provided, however, that prior to an IPO Date, the provisions of Sections 7(c)(ix) and 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted; (d) 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 Sections 7(c)(x) and 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted; (e) the Expiration Date indicated in your Grant Notice; or (f) the day before the tenth (10th) anniversary of the Date of Grant. 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 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ this section shall prevent the exercise of a repurchase 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). Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. (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, in accordance with Section 7(c)(xi) of the Plan, 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ LEVI STRAUSS & CO. 2006 EQUITY INCENTIVE PLAN PERFORMANCE VESTED 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 “SARs”) 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 resolutions of the Board of Directors of the Company dated [DATE] (the “Board Resolutions”). Participant: Date of Grant: Performance Period: Number of SARs at Threshold Performance: Number of SARs at Base Case Performance: Maximum Number of SARs: Strike Price (Fair Market Value Per SAR on Date of Grant): Expiration Date: SAR Grant Number: Performance Goals: The actual number of SARs under this Award that will vest at the end of a three-year period will be determined based on (1) the Company's average earnings before interest and taxes (“EBIT”) margin percentage; (2) the compound annual growth rate of the Company's net revenues over the three-year period; and (3) three-year TSR performance over the three-year period. In each case, the goals and the extent to which they have been achieved will be determined by the Board of Directors, in its sole discretion. Performance Vesting: To the extent that the Performance Goals described above are achieved and SARs vest, as determined by the Board of Directors, then 100% of the earned SARs (which may range from the threshold number above to the maximum number above depending on achievement of the Performance Goals) shall vest on the date in [YEAR] that the Board of Directors certifies attainment (the “Certification Date”), all subject to Continuous Service by Participant through the Certification Date. 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: _____. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ LEVI STRAUSS & CO. PARTICIPANT By: _______________________________________________________ __________________________________________________________ Date: _________________________________ Date: _________________________________ Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 in accordance with Section 11(a) of the Plan. 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: (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 Cause or your Retirement, Disability, or death; 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; Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (c) eighteen (18) months after the termination of your Continuous Service due to your Retirement or Disability; provided, however, that prior to an IPO Date, the provisions of Sections 7(c)(ix) and 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted; (d) 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 Sections 7(c)(x) and 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted; (e) the Expiration Date indicated in your Grant Notice; or (f) the day before the tenth (10th) anniversary of the Date of Grant. 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 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ this section shall prevent the exercise of a repurchase 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). Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. (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, in accordance with Section 7(c)(xi) of the Plan, 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ LEVI STRAUSS & CO. 2006 EQUITY INCENTIVE PLAN PERFORMANCE VESTED 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: Date of Grant: Performance Period: Number of Stock Appreciation Rights: Strike Price (Fair Market Value Per Stock Appreciation Right on Date of Grant): Expiration Date: SAR Grant Number: Three-Year Period comprised of the Company’s Fiscal Years ending in 2013, 2014 and 2015 Performance Vesting: The Stock Appreciation Rights shall be subject to the following performance vesting matrix, with the performance to be determined by the Board of Directors on or before March 1, 2016, all subject to Continuous Service by Participant through the date of the determination of the performance by the Board of Directors. Performance SAR Vesting Matrix - Vested Percentage of Performance SARs Following Performance Period 3-Year Average EBIT Margin % Performance Stretch Case ≥10.60% 10.05 % Base Case 9.50% Threshold Case 9.25 % 9.00 % <9.00% 0% 0% 0% 0% 0% 0% 100% 90% 80% 70% 50% 0% <1.80% 1.80% Threshold Case 100% 100% 90% 80% 70% 0% 2.55% 100% 100% 100% 90% 80% 0% 3.30% Base Case 100% 100% 100% 100% 90% 0% 4.55% 100% 100% 100% 100% 100% 0% ≥5.40% Stretch Case 3-Year Average Net Revenue CAGR Performance Both scales assume interpolation between performance levels and vested percentages listed above. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Any portion of the Stock Appreciation Rights that is not determined by the Board of Directors to have become vested based on performance during the Performance Period shall automatically terminate and become forfeited. 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: None. LEVI STRAUSS & CO. PARTICIPANT By: _______________________________________________________ Date: ____________________________________________________ __________________________________________________________ Date: _________________________________ Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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: (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 Cause or your Retirement, Disability, or death; 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 or Disability; provided, however, that prior to an IPO Date, the provisions of Sections 7(c)(ix) and 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted; (d) 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 Sections 7(c)(x) and 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted; (e) the Expiration Date indicated in your Grant Notice; or (f) the day before the tenth (10th) anniversary of the Date of Grant. 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 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. 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. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. (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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ LEVI STRAUSS & CO. 2006 EQUITY INCENTIVE PLAN SERVICE VESTED 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: Date of Grant: Vesting Commencement Date: Number of Stock Appreciation Rights: Strike Price (Fair Market Value Per Stock Appreciation Right on Date of Grant): Expiration Date: SAR Grant Number: Vesting Schedule: 25% vesting on <>; with the remaining 75% balance vesting at a rate of 2.08% per month beginning <> and ending <>, all subject to the Continuous Service by Participant through the respective vesting dates. 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: None. LEVI STRAUSS & CO. PARTICIPANT By: _______________________________________________________ Date: ____________________________________________________ __________________________________________________________ Date: _________________________________ Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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: (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 Cause or your Retirement, Disability, or death; 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 or Disability; provided, however, that prior to an IPO Date, the provisions of Sections 7(c)(ix) and 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted; (d) 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 Sections 7(c)(x) and 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted; (e) the Expiration Date indicated in your Grant Notice; or (f) the day before the tenth (10th) anniversary of the Date of Grant. 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 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. 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. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. (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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ LEVI STRAUSS & CO. 2006 EQUITY INCENTIVE PLAN PERFORMANCE VESTED 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: Date of Grant: Performance Period: Number of Stock Appreciation Rights: Strike Price (Fair Market Value Per Stock Appreciation Right on Date of Grant): Expiration Date: SAR Grant Number: Three-Year Period comprised of the Company’s Fiscal Years ending in 2013, 2014 and 2015 Performance Vesting: The Stock Appreciation Rights shall be subject to the performance vesting matrix set forth below, with the performance determined by the Board of Directors on or before March 1, 2016, all subject to Continuous Service by Participant through the date of the determination of the performance by the Board of Directors, and, provided, that as a condition for any vesting of the Stock Appreciation Rights, the Company’s common stock must have a Fair Market Value (as such term is defined in the Plan) of not less than Fifty Dollars ($50) per share. Performance SAR Vesting Matrix – Vested Percentage of Performance SARs Stretch Case ≥10.60% 3-Year Average EBIT Margin % Performance Base Case Threshold Case 10.05% 9.50% 9.25% ≤9.00% 0% 0% 0% 0% 0% 20% 0% 0% 0% 0% 40% 20% 0% 0% 0% 60% 40% 20% 0% 0% 100% 60% 40% 20% 0% ≤1.80% 2.55% Threshold Case 3.30% Base Case 4.55% ≥5.40% Stretch Case 3-Year Average Net Revenue CAGR Performance Both scales assume interpolation between performance levels and vested percentages listed above. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Any portion of the Stock Appreciation Rights that is not determined by the Board of Directors to have become vested based on performance during the Performance Period shall automatically terminate and become forfeited. 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: None. LEVI STRAUSS & CO. PARTICIPANT By: _______________________________________________________ Date: ____________________________________________________ __________________________________________________________ Date: _________________________________ Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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: (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 Cause or your Retirement, Disability, or death; 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 or Disability; provided, however, that prior to an IPO Date, the provisions of Sections 7(c)(ix) and 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted; (d) 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 Sections 7(c)(x) and 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted; (e) the Expiration Date indicated in your Grant Notice; or (f) the day before the tenth (10th) anniversary of the Date of Grant. 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 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. 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. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. (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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ LEVI STRAUSS & CO. 2006 EQUITY INCENTIVE PLAN PERFORMANCE VESTED 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 “SARs”) 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 including those set forth in Exhibit A, and in the Award Agreement, the Plan, and the resolutions of the Board of Directors of the Company dated February 5, 2014 (the “Board Resolutions”). Participant: Date of Grant: Performance Period: Number of SARs at Target Performance: Maximum Number of SARs: Strike Price (Fair Market Value on Date of Grant): Expiration Date: SAR Grant Number: Performance Goals: The actual number of SARs under this Award that will vest at the end of a three-year period will be determined based on (1) the Company's average earnings before interest and taxes (“EBIT”) margin percentage set forth on Exhibit A; (2) the compound annual growth rate of the Company's net revenues over the three-year period set forth on Exhibit A; and (3) three-year TSR performance over the three-year period. In each case, the goals and the extent to which they have been achieved will be determined by the Board of Directors, in its sole discretion. Performance Vesting: To the extent that the Performance Goals described above are achieved and SARs vest, as determined by the Board of Directors, then 100% of the earned SARs (which may range from zero to the maximum number above depending on achievement of the Performance Goals) shall vest on the date in <<20XX>> that the Board of Directors certifies attainment (the “Certification Date”), all subject to Continuous Service by Participant through the Certification Date. 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: none. LEVI STRAUSS & CO. PARTICIPANT By: _______________________________________________________ ____________________________________________ Date: ___________________________________________________ Date: _________________________________ Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 in accordance with Section 11(a) of the Plan. 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: (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 Cause or your Retirement, Disability, or death; 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 or Disability; provided, however, that prior to an IPO Date, the provisions of Sections 7(c)(ix) and 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted; (d) 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 Sections 7(c)(x) and 8(a) of the Plan will have the effect of limiting the period during which exercise is permitted; (e) the Expiration Date indicated in your Grant Notice; or (f) the day before the seventh (7th) anniversary of the Date of Grant. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 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 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. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. (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, in accordance with Section 7(c) (xi) of the Plan, 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. 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ (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. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Exhibit 10.24 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 [****]*. Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY TABLE OF CONTENTS CONFIDENTIAL EXECUTION VERSION 1. 2. 3. 4. 5. 6. 8. 9. Initial Agreement Term Renewal and Extension Governmental Approvals Compliance with Laws Changes in Law Cooperation with Regulators Business Conduct and Anti-Bribery Performance Under Third Party Contracts Scope of Services Commencement of Services Increase or Decrease in Services Non-Exclusivity Affiliates and Service Recipients Resources Standards and Policies Supplier Consents LS&Co. Consents Definitions and Interpretation Definitions 1.1 Interpretation 1.2 1.3 Order of Precedence Term 2.1 2.2 Services 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 Compliance 4.1 4.2 4.3 4.4 4.5 4.6 Transition; Acquisitions and Divestitures; Cooperation 5.1 5.2 5.3 5.4 5.5 5.6 New Services 6.1 6.2 6.3 7 7.1 7.2 7.3 Service Levels and Reports 8.1 8.2 8.3 Service Locations New Services Charges for New Services Terms for New Services LS&Co. Resources and Facilities. Systems LS&Co. Equipment LS&Co. Facilities; Permitted Areas Transition Services Transition Managers Transition Milestones Employee Transfers New Entities and Divestitures. Cooperation with Third Parties Service Levels Knowledge Sharing Service Reports 9.1 Service Locations 1 1 1 2 2 2 2 2 2 3 3 3 3 3 4 4 4 4 4 4 4 5 5 6 6 6 7 7 7 7 8 9 9 9 10 10 10 10 10 11 11 11 11 11 11 LS&Co. – Master Services Agreement Page i Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 10. 11. 12. 13. 14. 15. Safety and Security Procedures LS&Co. Governance Executive Supplier Governance Executive Governance Meetings Operations Manual Changes; Change Management Process Contract Change Process 9.2 Governance 10.1 10.2 10.3 10.4 10.5 10.6 Supplier Delivery Organization 11.1 11.2 11.3 11.4 11.5 11.6 11.7 11.8 11.9 Proprietary Rights 12.1 12.2 12.3 12.4 12.5 12.6 12.7 12.8 Data 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 Continued Provision of Services Disaster Recovery Plan 14.1 Force Majeure 14.2 Alternate Source 14.3 Allocation of Resources 14.4 14.5 Step-in Rights Payments 15.1 15.2 Charges Invoices Key Supplier Personnel Supplier Staff; Training and Skills; Removal; Confidentiality Background Checks Blocked Person Certification Conduct of Supplier Personnel Assignment to Competitors Subcontractors Non-Solicitation Co-Employment. Ownership of Background Technology and Derivative Works LS&Co. Software LS&Co. Data Supplier Software Commissioned Materials LS&Co.-Owned Materials Further Assurances LS&Co. Marks Correction and Reconstruction Provision of Data Data Privacy Processing of Personal Data Data Security Breach or Potential Breach; Notification Requirements Protection of LS&Co. Data Overseas transfers of LS&Co. Personal Data Supplier Agents 12 12 12 12 12 13 13 13 13 13 14 15 15 15 15 16 16 16 17 17 17 17 17 18 18 19 19 19 19 20 20 20 21 21 22 22 22 22 22 23 23 24 24 25 25 25 LS&Co. – Master Services Agreement Page ii Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Timeliness of Invoices Payment Fee Disputes Unanticipated Changes Due Diligence No Other Charges No Payment for Unperformed Services Local Country Agreements Benchmarking Process Benchmarker Benchmark Results Review Adjustments Benchmarking Disputes Taxes Certain Service Taxes Relocation of Services Segregation of Charges 15.3 15.4 15.5 15.6 15.7 15.8 15.9 15.1 Taxes 16.1 16.2 16.3 16.4 Benchmarking 17.1 17.2 17.3 17.4 17.5 Audits 18.1 18.2 18.3 18.4 18.5 18.6 18.7 Confidentiality 19.1 19.2 19.3 19.4 19.5 Representations and Warranties By LS&Co. 20.1 By Supplier 20.2 20.3 Disclaimer Additional Covenants By LS&Co. 21.1 21.2 By Supplier Dispute Resolution 22.1 22.2 22.3 Termination 23.1 Resolution Procedures Exclusions Continuity of Services Termination for Convenience Services Fee Records Service Auditor’s Report; Certain Audits. Record Retention Facilities General Audit Procedures Supplier Audits General Obligations Unauthorized Acts Injunctive Relief Return of Confidential Information Maintenance of Records in the United States 16. 17. 18. 19. 20. 21. 22. 23. 25 25 25 26 26 26 26 26 27 27 27 28 28 28 28 28 29 29 29 30 30 30 30 32 32 32 33 33 33 34 34 34 34 35 35 35 35 36 36 36 37 37 38 38 38 38 LS&Co. – Master Services Agreement Page iii Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 24. 25. 26. 27. 28. 29. Termination for Change in Control of LS&Co. Termination for Change in Control of Supplier Termination for Cause. Termination in Case of Insolvency Service Level Failures Termination for Failure to Replenish Damages Cap Termination for Failure to Agree on final Statements of Work or Service Levels Termination Assistance Payment Exit Rights. Consequential Damages Direct Damages. Exclusions Indemnity by LS&Co. Indemnity by Supplier Obligation to Replace Indemnification Procedures 23.2 23.3 23.4 23.5 23.6 23.7 23.8 Termination Charges Termination Charges 24.1 24.2 No Other Termination Charges Termination Assistance and Exit Rights 25.1 25.2 25.3 Indemnities 26.1 26.2 26.3 26.4 Damages 27.1 27.2 27.3 Insurance 28.1 28.2 28.3 28.4 28.5 Miscellaneous Provisions 29.1 29.2 29.3 29.4 29.5 29.6 29.7 29.8 29.9 29.1 29.11 29.12 29.13 29.14 29.15 Assignment Notices Counterparts Relationship Severability Waivers Timing and Cumulative Remedies Entire Agreement Amendments Survival Third Party Beneficiaries Governing Law and Venue Covenant of Further Assurances Export Conflict of Interest Documentation Types and Amounts Policy Requirements Risk of Loss Subrogation 38 38 38 39 39 40 40 40 40 40 40 40 41 41 42 42 43 45 45 45 45 46 46 47 47 47 48 49 49 49 49 49 50 50 50 50 50 51 51 51 51 51 51 51 52 LS&Co. – Master Services Agreement Page iv Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY 29.16 29.17 29.18 Publicity LS&Co. Reporting Hotline Language Requirements LS&Co. – Master Services Agreement CONFIDENTIAL EXECUTION VERSION 52 52 52 Page v Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Attachment 3.3.2 Attachment 3.3.3 Attachment 3.3.4 Attachment 3.3.5 Attachment 3.3.6 Attachment 3.3.7 Attachment 3.3.8 Service Level Definitions - Network Services Service Level Definitions - Deskside Support Services [Reserved] Service Level Definitions - Service Operations Center Services Service Level Definitions - Service Desk Services Service Level Definitions - Global Information Security Services Service Level Definitions - IT Applications Services 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 LS&Co. – Master Services Agreement Page i Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Attachment 8.2 In-Flight Projects Attachment 8.3 Employee Transfer Provisions 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 LS&Co. – Master Services Agreement Page ii Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. LS&Co. – Master Services Agreement Page 1 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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, 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 LS&Co. – Master Services Agreement Page 2 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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. LS&Co. – Master Services Agreement Page 3 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 3.9 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 LS&Co. – Master Services Agreement Page 4 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. (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 LS&Co. – Master Services Agreement Page 5 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. – Master Services Agreement Page 6 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. – Master Services Agreement Page 7 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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 LS&Co. – Master Services Agreement Page 8 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 co-ordinate 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. LS&Co. – Master Services Agreement Page 9 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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, LS&Co. – Master Services Agreement Page 10 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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 LS&Co. – Master Services Agreement Page 11 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. – Master Services Agreement Page 12 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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. LS&Co. – Master Services Agreement Page 13 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION (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. (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 LS&Co. – Master Services Agreement Page 14 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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. LS&Co. – Master Services Agreement Page 15 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. – Master Services Agreement Page 16 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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 LS&Co. – Master Services Agreement Page 17 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. LS&Co. – Master Services Agreement Page 18 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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, 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 LS&Co. – Master Services Agreement Page 19 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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. LS&Co. – Master Services Agreement Page 20 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. – Master Services Agreement Page 21 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. – Master Services Agreement Page 22 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. – Master Services Agreement Page 23 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 (“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 LS&Co. – Master Services Agreement Page 24 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. – Master Services Agreement Page 25 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 LS&Co. – Master Services Agreement Page 26 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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. LS&Co. – Master Services Agreement Page 27 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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. LS&Co. – Master Services Agreement Page 28 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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. LS&Co. – Master Services Agreement Page 29 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. – Master Services Agreement Page 30 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. (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 LS&Co. – Master Services Agreement Page 31 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. (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 LS&Co. – Master Services Agreement Page 32 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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). LS&Co. – Master Services Agreement Page 33 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. LS&Co. – Master Services Agreement Page 34 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. LS&Co. – Master Services Agreement Page 35 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. – Master Services Agreement Page 36 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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; (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. (k) 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). (l) 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 LS&Co. – Master Services Agreement Page 37 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. (m) 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. 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 LS&Co. – Master Services Agreement Page 38 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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 LS&Co. – Master Services Agreement Page 39 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. – Master Services Agreement Page 40 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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. – Master Services Agreement Page 41 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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: LS&Co. – Master Services Agreement Page 42 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION (c) 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); (d) relating to the material inaccuracy, untruthfulness or breach of any representation or warranty made by LS&Co. in Article 20; (e) 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); (f) 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; (g) relating to any amounts, including taxes, interest and penalties, assessed against Supplier which are the obligation of LS&Co. pursuant to Article 16; (h) relating to personal injury (including death) or property loss or damage resulting from LS&Co.’s acts or omissions; (i) relating to a breach of Article 19; (j) relating to a breach of any of the covenants in Section 21.1; and (k) 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: (e) 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); LS&Co. – Master Services Agreement Page 43 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION (f) relating to the Services or this Agreement brought by a Supplier Agent or personnel thereof, including any disputes between Supplier and Supplier Agents; (g) 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; (h) relating to the inaccuracy, untruthfulness or breach of any certification made by Supplier pursuant to Sections 4.5 or 11.4; Article 20; (i) relating to the inaccuracy, untruthfulness or breach of any representation or warranty made by Supplier in (j) 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; (k) 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); (l) relating to any amounts, including taxes, interest and penalties, assessed against LS&Co. that are the obligation of Supplier pursuant to Article 16; (m) relating to personal injury (including death) or property loss or damage resulting from Supplier’s or Supplier Agents’ acts or omissions; (n) relating to a breach of Supplier’s obligations with respect to LS&Co. Data (including Article 13); (o) 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; (p) relating to a breach of Article 19; (q) relating to a breach of any of the covenants in Section 21.2; and (r) 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. LS&Co. – Master Services Agreement Page 44 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 LS&Co. – Master Services Agreement Page 45 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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 LS&Co. – Master Services Agreement Page 46 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. – Master Services Agreement Page 47 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. (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 LS&Co. – Master Services Agreement Page 48 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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) 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 LS&Co. – Master Services Agreement Page 49 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 Attention: Head of Legal - Americas Wipro Limited 2 Tower Center Boulevard, Suite 2200 East Brunswick, NJ Email: generalcounsel.office@wipro.com For Supplier: 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. 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. LS&Co. – Master Services Agreement Page 50 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. – Master Services Agreement Page 51 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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 LS&Co. – Master Services Agreement Page 52 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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.] LS&Co. – Master Services Agreement Page 53 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Name Title Signature Name Title LS&Co. – Master Services Agreement Page 54 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY “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. CONFIDENTIAL EXECUTION VERSION “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 LS&Co. – Exhibit 1 – Definitions Page 1 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION (b) is developed, acquired, or licensed by such Party after the Effective Date independently of the work undertaken pursuant to the Agreement. “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; (b) 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 (c) 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. LS&Co. – Exhibit 1 – Definitions Page 2 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION “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. “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 LS&Co. – Exhibit 1 – Definitions Page 3 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. “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. LS&Co. – Exhibit 1 – Definitions Page 4 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION “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. “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. LS&Co. – Exhibit 1 – Definitions Page 5 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY “FTE Increment” has the meaning given in Exhibit 4. “Government Officials” has the meaning given in Section 4.5 of the Agreement. CONFIDENTIAL EXECUTION VERSION “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. “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 LS&Co. – Exhibit 1 – Definitions Page 6 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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). “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 LS&Co. – Exhibit 1 – Definitions Page 7 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. “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. – Exhibit 1 – Definitions Page 8 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION “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. “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 LS&Co. – Exhibit 1 – Definitions Page 9 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. “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. LS&Co. – Exhibit 1 – Definitions Page 10 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION “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. “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 LS&Co. – Exhibit 1 – Definitions Page 11 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. “Spike Notice” has the meaning given in Exhibit 4. “Standards” has the meaning given in Section 18.3(b) of the Agreement. LS&Co. – Exhibit 1 – Definitions Page 12 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION “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. “Supplier” has the meaning given in the preamble to the Agreement. LS&Co. – Exhibit 1 – Definitions Page 13 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION “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. LS&Co. – Exhibit 1 – Definitions Page 14 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION “Supplier Proprietary Software” means the Software owned by or on behalf of Supplier and used in connection with the Services. “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 LS&Co. – Exhibit 1 – Definitions Page 15 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. “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. LS&Co. – Exhibit 1 – Definitions Page 16 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION “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. LS&Co. – Exhibit 1 – Definitions Page 17 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ LEVI STRAUSS & CO. AND SUBSIDIARIES Statements re: Computation of Ratio of Earnings to Fixed Charges Exhibit 12 November 30, 2014 November 24, 2013 Year Ended November 25, 2012 (Dollars in thousands) November 27, 2011 November 28, 2010 $ $ $ 153,854 182,831 1,040 905 336,820 117,597 905 64,329 322,613 $ 195,071 876 1,201 517,359 $ 195,881 $ 197,771 571 1,028 393,195 $ 202,827 $ 192,256 334 2,009 393,408 $ 129,024 $ 1,201 64,846 134,694 $ 1,028 62,049 132,043 $ 2,009 58,204 182,831 $ 195,071 $ 197,771 $ 192,256 $ 235,598 190,425 152 881 425,294 135,823 881 53,721 190,425 1.8 x 2.7 x 2.0 x 2.0 x 2.2 x Earnings: Income before income taxes Add: Fixed charges Add: Amortization of capitalized interest Subtract: Capitalized interest Total earnings Fixed Charges: Interest expense (includes amortization of debt discount and costs) Capitalized interest Interest factor in rental expense(1) Total fixed charges Ratio of earnings to fixed charges $ $ $ $ ______________ (1) Utilized an assumed interest factor of 33% in rental expense. . Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Subsidiaries of the Registrant Exhibit 21 LEVI STRAUSS & CO. Subsidiary Levi Strauss (Australia) Pty. Ltd. Levi Strauss & Co. Europe SCA Levi Strauss Benelux Retail BVBA Levi Strauss Continental, S.A. Levi Strauss International Group Finance Coordination Services Majestic Insurance International, Ltd. Levi Strauss do Brasil Franqueadora Ltda. Levi Strauss do Brasil Industria e Comercio Ltda. Levi Strauss & Co. (Canada) Inc. Levi Strauss Commerce (Shanghai) Limited Levi's Footwear & Accessories (China) Ltd Levi Strauss Praha, spol. s.r.o. Levi's Footwear & Accessories France S.A.S. Paris - O.L.S. S.A.R.L. Levi Strauss Germany GmbH Levi Strauss Hellas S.A. Levi Strauss (Hong Kong) Limited Levi Strauss Global Trading Company II, Limited Levi Strauss Global Trading Company Limited Levi's Footwear & Accessories HK Limited Levi Strauss Hungary Trading Limited Liability Company Levi Strauss (India) Private Limited PT Levi Strauss Indonesia Levi Strauss Italia S.R.L. Levi's Footwear & Accessories Italy SpA World Wide Logistics S.R.L. Levi Strauss Japan Kabushiki Kaisha Levi Strauss Korea Ltd. Levi Strauss (Malaysia) Sdn. Bhd. LS Retail (Malaysia) Sdn. Bhd. Levi Strauss Mauritius Limited Administradora Levi Strauss Mexico, S.A. de C.V. Distribuidora Levi Strauss Mexico, S.A. de C.V. Levi Strauss de Mexico, S.A. de C.V. Levi Strauss Nederland B.V. Levi Strauss Nederland Holding B.V. LVC B.V. Levi Strauss New Zealand Limited Levi Strauss Pakistan (Private) Limited Levi Strauss Philippines, Inc. Levi Strauss Philippines, Inc. II Jurisdiction of Formation Australia Belgium Belgium Belgium Belgium Bermuda Brazil Brazil Canada China China Czech Republic France France Germany Greece Hong Kong Hong Kong Hong Kong Hong Kong Hungary India Indonesia Italy Italy Italy Japan Korea, Republic of Malaysia Malaysia Mauritius Mexico Mexico Mexico Netherlands Netherlands Netherlands New Zealand Pakistan Philippines Philippines Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Levi Strauss Poland SP z.o.o. “Levi Strauss Moscow” Limited Liability Company Levi Strauss Asia Pacific Division, PTE. LTD. Levi Strauss South Africa (Proprietary) Limited Levi Strauss de Espana, S.A. Levi's Footwear & Accessories Spain S.A. Levi Strauss (Suisse) SA Levi's Footwear & Accessories (Switzerland) S.A. Levi Strauss Istanbul Konfekslyon Sanayi ve Ticaret A.S. Levi Strauss Dis Ticaret Limited Sirketi Levi Strauss (U.K.) Limited Levi Strauss Pension Trustee Ltd. Levi's Footwear & Accessories UK Limited Industrie Denim, LLC Levi Strauss International Levi Strauss International, Inc. Levi Strauss, U.S.A., LLC Levi Strauss-Argentina, LLC Levi's Only Stores Georgetown, LLC Levi's Only Stores, Inc. LVC, LLC Levi Strauss Vietnam Co. Ltd Poland Russian Federation Singapore South Africa Spain Spain Switzerland Switzerland Turkey Turkey United Kingdom United Kingdom United Kingdom United States (California) United States (California) United States (Delaware) United States (Delaware) United States (Delaware) United States (Delaware) United States (Delaware) United States (Delaware) Vietnam Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT Exhibit 31.1 I, Charles V. Bergh, certify that: 1. I have reviewed this annual report on Form 10-K of Levi Strauss & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 12, 2015 /S/ CHARLES V. BERGH Charles V. Bergh President and Chief Executive Officer Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT Exhibit 31.2 I, Harmit Singh, certify that: 1. I have reviewed this annual report on Form 10-K of Levi Strauss & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 12, 2015 /S/ HARMIT SINGH Harmit Singh Executive Vice President and Chief Financial Officer Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Exhibit 32 CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 This certification is not to be deemed filed pursuant to the Securities Exchange Act of 1934, as amended, and does not constitute a part of the Annual Report of Levi Strauss & Co., a Delaware corporation (the "Company"), on Form 10-K for the period ended November 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"). In connection with the Report, each of the undersigned officers of the Company does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. 2. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report. /S/ CHARLES V. BERGH Charles V. Bergh President and Chief Executive Officer February 12, 2015 /S/ HARMIT SINGH Harmit Singh Executive Vice President and Chief Financial Officer February 12, 2015 Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Source: LEVI STRAUSS & CO, 10-K, February 12, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Morningstar® Document Research℠ FORM 10-K/A LEVI STRAUSS & CO - N/A Filed: February 13, 2015 (period: November 30, 2014) Amendment to a previously filed 10-K The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ Amendment No. 1 to FORM 10-K/A (Mark One) _____________________________ þ ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended November 30, 2014 Commission file number: 002-90139 _____________________________ LEVI STRAUSS & CO. (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation or Organization) 94-0905160 (I.R.S. Employer Identification No.) 1155 Battery Street, San Francisco, California 94111 (Address of Principal Executive Offices) (Zip Code) (415) 501-6000 (Registrant’s Telephone Number, Including Area Code) _____________________________ Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None _____________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes þ No ¨ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No þ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10- K or any amendment to this Form 10-K. þþ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “Large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer þ Smaller reporting company ¨ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ The Company is privately held. Nearly all of its common equity is owned by descendants of the family of the Company’s founder, Levi Strauss, and their relatives. There is no trading in the common equity and therefore an aggregate market value based on sales or bid and asked prices is not determinable. Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock $.01 par value — 37,434,738 shares outstanding on February 9, 2015 Documents incorporated by reference: None Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ This Amendment No. 1 to Levi Strauss & Co.’s Annual Report on Form 10-K is being amended hereby solely to include Exhibit 10.25 which was not included in the Form 10-K filed with the Securities and Exchange Commission on February 12, 2015 due to technical difficulties. No other changes have been made to the Form 10-K. This Amendment No. 1 speaks of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K. EXPLANATORY NOTE Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the SIGNATURES undersigned thereunto duly authorized. Date: February 12, 2015 By: LEVI STRAUSS & Co. (Registrant) /s/ HARMIT SINGH Harmit Singh Executive Vice President and Chief Financial Officer Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ EXHIBIT INDEX 10.25 Exhibits to the Master Services Agreement, by and between the Registrant and Wipro Limited. Filed herewith. ** 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. ** Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Commission. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Exhibit 10.25 MASTER SERVICES AGREEMENT BY AND BETWEEN LEVI STRAUSS & CO. AND WIPRO LIMITED NOVEMBER 7, 2014 EXHIBIT 2 DESCRIPTION OF SERVICES Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 1. 2. 3. 4. 5. 6. Introduction 1.1 Purpose 1.2 References 1.3 Definitions Services 2.1 Overview 2.2 Charges 2.3 Operations Manual 2.4 Service Categories 2.5 Provision of Services 2.6 Service Delivery Practices Equipment and Third Party Agreements 3.1 Managed Agreements 3.2 Assigned Agreements Evolution 4.1 Service Delivery 4.2 Periodic Review 4.3 Support of Evolution Projects 5.1 Projects 5.2 Work Order 5.3 Critical Deliverables 5.4 Change Orders 5.5 Reprioritization and Cacellation Finance Services - Undertakings 6.1 Debt and Other Covenants LS&Co. - Exhibit 2 - Description of Services TABLE OF CONTENTS CONFIDENTIAL EXECUTION VERSION 1 1 1 1 2 2 2 2 2 3 3 3 3 4 4 4 5 5 5 5 5 6 6 6 7 7 Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 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 following terms shall have the meaning set out below: (a) (b) (c) (d) (e) (f) (g) (h) (i) “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. “Assignment Date” has the meaning given in Section 3.2. “Critical Deliverable” has the meaning given in Section 5.3. “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. “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. “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. “Managed Agreement Invoice” means any invoice submitted by third parties in connection with the Managed Agreements. “Undertakings” has the meaning given in Section 6.1. “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 LS&Co. - Exhibit 2 - Description of Services Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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. 2.1 2.2 2.3 SERVICES. Overview. This Exhibit describes the Services to be performed for LS&Co. by Supplier pursuant to the Agreement. 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. 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 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 # 2.1 2.2 Service Category Human Resource Services Finance Services Information Technology Services LS&Co. - Exhibit 2 - Description of Services Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Attachment Reference # 2.3.1 2.3.2 2.3.3 2.3.4 2.3.5 2.3.6 2.3.7 2.3.8 2.4 2.5 Service Category Network Services Deskside Support Services Cross-Functional Services Server Operations Center Services Service Desk Services Global Information Security Services IT Applications Services Test Center of Excellence Services Customer Service Services Consumer Relations Services 2.5 2.6 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. 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 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 LS&Co. - Exhibit 2 - Description of Services Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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. 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. EVOLUTION. Service Delivery. For each Service Category, Supplier shall: (a) perform the applicable Services using generally accepted processes and methods of service delivery and 3.2 4. 4.1 LS&Co. - Exhibit 2 - Description of Services Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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. 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. 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. PROJECTS. 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. 4.2 4.3 5. 5.1 LS&Co. - Exhibit 2 - Description of Services Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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 5.4 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. 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. 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 LS&Co. - Exhibit 2 - Description of Services Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. CONFIDENTIAL EXECUTION VERSION 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 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 2.1 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. INTRODUCTION. EMPLOYEE RELATIONS. LEAVE ADMINISTRATION. EMPLOYEE DATA MANAGEMENT. BENEFITS ADMINISTRATION. RECRUITEMENT. COMPENSATION ADMINISTRATION. PERFORMANCE MANAGEMENT. OFFBOARDING. HR HELP DESK. HRIS. HR LANGUAGE SUPPORT. 1 2 7 12 15 24 32 36 40 45 50 61 LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. CONFIDENTIAL EXECUTION VERSION • • • 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 “a” 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 [****]* technical specialists (the cost and expense for which are within the Charges) and [****]* functional specialists for Workday (the cost and expense for [****]* 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 [****]** functional LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION specialists during the Transition Period and the retention of all [****]* 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. No. Principal Activity Supplier **** [**** ****]* [**** LS&Co. **** ****]* 2.1 2.1.1 2.1.2 2.1.3 2.1.4 Employee Relations Provide operating standards and procedures to aid Supplier in case resolution (i.e. policies, investigation methodology, appropriate remedies, tools, templates etc.) 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. Approve training material. 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. a a a a a a a a a a a a 2.1.5 Provide ER subject matter experts to provide a a a 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 LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION a a a a a a a a a No. 2.1.7 2.1.8 vendor and which are escalated to LS&Co. Approve escalation process. 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. a a a 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 2.1.12 2.1.13 2.1.14 Adhere to case handling guidance. Adhere to operating standards and procedures for case resolution. ER subject matter experts conduct initial probing to determine nature of the case and apply case referral protocol as agreed. Provide managers and employees with agreed upon ER consultation a a a a a a a a a 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 a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. a a a a a a No. 2.1.15 Principal Activity 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 2.1.19 Approve recommendations to be a part of procedure manual Seek LS&Co. ER support or consensus when non-standard solutions are recommended or as required, as agreed to with LS&Co. a a a 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 2.1.22 Provide case management of employment related legal claims. Provide available historical case documentation and employee historical data that relates to legal demands as directed by LS&Co. a a a 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 2.1.27 Approve created template designs and any modifications thereafter. Establish mitigation strategies to address ER case trends and root causes. a a a a a a 2.1.28 Provide workshop facilitation on ER topics as a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a a a a a a a a a a a a a a a a Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Principal Activity Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION directed by LS&Co. 2.1.29 2.1.30 2.1.31 Provide standard reports as agreed. Provide custom and ad hoc reports as appropriate 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 2.2.1 Case Management Identify and report ER case trends and root causes to LS&Co. as a a a a a a a a a a a a a a a agreed and provide recommendations and actions for improvement. a a a 2.2.2 Develop and/or refresh annually the escalation protocol to determine 2.2.3 2.2.4 2.3 2.3.1 incident handling response (which calls go immediately to Supplier ER specialist for handling) Approve the annual escalation protocol framework 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 Disability and Recovery Support (DRS) Lead resolution of less complex requests for accommodations based on agreed guidance from LS&Co. for employees with disabilities. a a a a a a a a a a a a 2.3.2 Respond to escalations regarding accommodation issues related to a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION No. Principal Activity Supplier LS&Co. 2.4 2.4.1 2.4.2 2.4.3 2.4.4 2.4.5 2.5 2.5.1 2.5.2 2.5.3 2.5.4 2.6 2.6.1 LS&Co. employees with disabilities. Employment Corrective Action Establish corporate policies regarding corrective actions. Counsel LS&Co. managers on corporate policies and applicable legal implications related to corrective actions. Counsel LS&Co. managers (for escalated cases) on corporate policies and applicable legal implications related to corrective actions. Manage the corrective action process. Manage corrective action process for escalated cases. Internal or External Charge Investigation and Resolution Complete investigation and/or manage vendors as required. Work with outside counsel and coordinate responses. Participate as needed in settlement resolution process. Provide available employee data to assist LS&Co. in responding to internal or external charge cases in accordance with Agreement. Legislative Updates As legislative changes with respect to employment and labor law occur, provide input into required revisions and changes to templates and processes. a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a 2.6.2 Coordinate revisions and changes to templates and processes as agreed with LS&Co. 2.6.3 Provide available employee data to assist LS&Co. in responding to legislative changes. 2.7 Unemployment Insurance/Compensation a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION No. 2.7.1 Principal Activity Supplier LS&Co. Claim Dispute Process Manage, investigate and protest unlawful dismissal claims as needed (data support to be provided by Supplier). a a a 2.7.2 Any data support for social & compliance audits or external audits / legal cases. a a a 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. **** ****]* a a a a a a a a a 3.1 3.1.1 3.1.2 3.1.3 3.1.4 3.1.5 Leave Policy and Communication Develop leave policies. Develop leave communications content (regulatory, policy, and procedures) to include updates to Leave Packets. Maintain the leave communication packets by making ordinary content updates as directed by LS&Co. Approve changes to leave communication packets 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. a a a a a a a a a 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 a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. 3.1.9 Process Steps 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) CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. a a a 3.2.1 Establish eligibility guidelines for leaves related to specific Company leave policies. a a a 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 · Monitor 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. · Administer the Leave Exhaustion process - Reconciling absence management with leave a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier LS&Co. (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 CONFIDENTIAL EXECUTION VERSION 3.2.3 Determine and communicate to employees eligibility for requested leave based on Company leave policies. Escalate any leave requests that fall outside of guidelines to 3.2.4 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 3.2.7 Track leaves usage. 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 3.2.9 3.2.10 Manage communication with employees on leave. Provide entitlement tracking for leave eligibility. Provide monthly leave reporting, including leave of absence reporting, to internal stakeholders such as Finance and external stakeholders as agreed to with LS&Co. 3.2.11 Process leave payments in accordance with country laws / a a a a a a a a a a a a a a a a a a a a a regulations and LS&Co. policies, for example, calculate and provide notification to LS&Co. for any other offsets to LS&Co. disability payments. a a a a a a 3.2.12 3.2.13 Create the content for the LS&Co. website. Update content on LS&Co. website. a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. 3.2.14 Process Steps Enter leave accrual adjustments in HRIS monthly to maintain audit requirements. 3.3 3.3.1 Workers’ Compensation and Accident Insurance 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 3.3.4 Review Accident/Illness Report Form as reported by the employee and the employee’s manager. 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 3.3.6 Coordinate with insurance and health care provider to determine viability of claim and necessary length of leave. 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) CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a notification if the employee is out of work as a result of the illness/injury. a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. 3.3.11 3.3.12 3.3.13 3.3.14 3.3.15 3.4 3.4.1 Process Steps Complete leave related paperwork and enter relevant data into Workday and forward paperwork to Payroll. Provide earnings and headcount information for insurance renewal process / equivalent process across regions. Prepare information for workers compensation premium. Pay workers compensation premium. Provide earnings and headcount information for LS&Co. wide workers compensation insurance renewal process. Leave Management – Return to Work Establish the policies and accountabilities to address return to work plans for employees with disabilities and any other type of work restrictions. CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. a a a a a a a a a a a a a a a a a a 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. a a a 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. Manage claim process and confirm claim is handled properly. Oversee the return to work process. 3.4.4 a a a 3.4.5 Coordinate with employee’s manager to arrange any special accommodations that may be required for employee’s return to work. a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION No. 3.4.6 Process Steps Authorize any special accommodations that may be required for employee’s return to work as per LS&Co. guidelines. Supplier LS&Co. a a a 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. Process Steps Supplier **** [**** ****]* [**** LS&Co. **** ****]* No. 4.1 4.1.1 4.1.2 Strategy and Policy Establish employee record management strategy and policies. 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 4.2.1 New Hire Processing and General Administration Activities Provide new hire information for data entry into HR Systems where self-service is not available. a a a a a a a a a 4.2.2 Receive new hire information, enter, and verify a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a a a a Page 12 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps New Hire employee data for HR, Benefits and Payroll processing. 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 CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. a a a a a a a a a documents have been completed. The checklist is filed in the employee file. a a a 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. a a a 4.2.8 Track and chase new hires with pending TNC’s and resolve or terminate as applicable within guidelines provided by LS&Co. Verify information in the HR System. 4.2.9 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 a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 13 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps insurance and benefits programs. 4.2.14 Email Network ID letters (performed for employees do not have CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. corporate email addresses on a cadence agreed to with LS&Co.) to employee managers; to be performed manually if integrations are not built. a a a 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 4.3 4.3.1 4.3.2 4.3.3 Provide ad-hoc reports as requested by LS&Co. Physical Employee Records, Files and Documents Define data content requirements (personnel file content). Provide records retention policy to Supplier. 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 4.3.5 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. 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. a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 14 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. CONFIDENTIAL EXECUTION VERSION No. 5.1 5.1.1 Benefits Strategy, Policy & Program Design Develop benefits strategy and policies – design benefit programs to meet business goals and objectives. Process Steps Supplier [**** **** ****]* [**** LS&Co. **** ****]* 5.1.2 Provide recommendation(s) for implementation of benefits plans, strategy, federal and state compliance/legislative updates and communications. 5.1.3 5.1.4 Approve or decline implementation recommendations. 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. Notify Supplier of policy changes affecting benefits administration. Communicate notification of policy changes affecting benefits administration to LS&Co. employees using agreed- upon templates/formats. Provide best practices related to 5.1.8 5.1.9 5.1.10 a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 15 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION No. 5.1.11 Process Steps Supplier LS&Co. outsourcing of benefits administration. Review and comment on impact of benefits communication strategy and employee communications when prepared by LS&Co. a a a 5.1.12 Develop and update annual Benefits information session materials and provide to Supplier. 5.1.13 5.1.14 Present Benefits information sessions. 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 5.1.17 gathered through best practice sharing sessions Collaborate with LS&Co. to make the required process or documentation change based on the regulatory and government updates 5.2 5.2.1 Annual Enrollment 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 5.2.4 5.2.5 Notify participants of enrollment opportunity. Administer default benefit elections, as agreed. Coordinate with 3rd party vendors and manage enrolment process. 5.2.6 Coordinate system updates and testing with 3rd party vendors and LS&Co. a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 16 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION 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. Perform user/functional testing of system changes (applied during annual open enrollment) 5.2.13 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. a a a a a a a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a Page 17 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION LS&Co. a a a a a a No. Process Steps Supplier 5.2.17 5.2.18 5.2.19 5.2.20 5.2.21 5.3 5.3.1 5.3.2 5.3.3 Provide benefits policy to be uploaded in the portal. Publish benefits policy in the portal. Identify eligible annual enrollment participants & submit any errors to correct. Correct eligibility errors identified by LS&Co. Generate forms and mailings (e.g. EOI mailings) required in support of benefits administration globally. Process Newly Eligible Employees Design/Update new hire packet materials. Update new hire packets with materials provided by LS&Co. 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. a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a 5.3.8 Escalate data errors or issues to LS&Co. as required, with ownership remaining with Supplier to identify, resolve, a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 18 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION 5.3.9 5.3.10 5.3.11 5.3.12 and correct the error / issue. Perform year-end taxable benefit reconciliation as agreed. Communicate/coordinate with 3rd party vendors where necessary to confirm participant's eligibility. Issue enrollment reminders to employees to remind them of enrollment deadline. 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 5.4 5.4.1 5.4.2 5.4.3 needed for each country benefit program, and deliver accurate amounts to payroll on time. Life Events / Employment Status Change Design Life event strategy including policies around life events. Receive and process manual enrollment benefit elections forms, where self-service is not available. 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 5.4.6 accordance with severance policies, as agreed. 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. a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 19 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION No. Process Steps Supplier LS&Co. 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. a a a 5.4.9 Collect premiums directly from participants and submit 5.4.10 5.4.11 amounts to the appropriate parties. Terminate coverage due to non-payment as agreed. 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 5.4.17 Assist with life insurance claim form submission. 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 5.5 5.5.1 Distribute benefits vouchers. Billing and Reconciliation Manage/reconcile and request provider payments and disbursements. a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a 5,5.2 Manage/reconcile trusts and escalate issues when discovered. a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 20 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. 5.5.3 Process Steps 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 5.6.1 5.6.2 Regulatory Reporting Provide standard reporting 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 5.6.5 for benefits regulatory compliance. Provide fulfillment (participant) services for a a a a a a a a a a a a CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. a a a a a a a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 21 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps government mandated disclosures or equivalent. 5.6.6 5.7 5.7.1 Provide notification of legislative changes that affect the in- scope benefit plans in accordance with the Agreement. Manage Service Requests / Escalations 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. Escalate cases to designated LS&Co. representative when needed. Resolve escalated issues. Instruct employee on benefit eligibility appeals and final determination process. 5.7.3 5.7.4 5.7.5 5.7.6 Review and make final determination on eligibility/enrollment 5.7.7 5.7.8 5.7.9 appeals. Provide claims data to support adjudication appeals. Resolve adjudication appeals. 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) CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 22 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION No. Process Steps Supplier LS&Co. 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 5.8.1 5.8.2 Retiree Administration Provide eligibility policy Determine accurate eligibility for retiree medical coverage a a a a a a 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) Send retirement packet to any eligible employees upon request or identification for eligibility Provide any retirement plan change information Update system of record for Retirees for plan changes as per agreed administrative responsibilities (i.e. rate changes, supplemental life coverage, deduction waivers) Work with vendor on Retiree direct bill Share annual retire rate charges Manage rate change – calculate & communicate Provide administrative support for all country retirement income programs as needed, including providing forms, information, integrations, and vendor handoffs where outsourced 5.8.3 5.8.4 5.8.5 5.8.6 5.8.7 5.8.8 5.8.9 a a a a a a a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 23 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. **** ****]* CONFIDENTIAL EXECUTION VERSION 6.1 6.1.1 6.1.2 6.1.3 6.1.4 6.1.5 Strategy, Policy and Planning Assess business need for talent acquisition and talent deployment. Develop workforce plan to indicate a rolling forecast with 90 day horizon. Design delivery strategy for recruitment administration and execution. Design and develop employment branding/marketing materials and related internal and external recruiting communications. 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 6.1.7 6.1.8 6.1.9 impact this recruitment SOW. Any material impact on Supplier costs will be captured through the change process. Identify, analyse and implement opportunities to drive continuous improvement and improve efficiency Share all regulatory and government updates with LS&Co gathered through best practice sharing sessions Collaborate with LS&Co. to make the required process or documentation change based on the regulatory and government updates a a a a a a a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 24 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION 6.2 6.2.1 6.2.2 6.2.3 6.2.4 6.2.5 6.2.6 6.2.7 6.3 6.3.1 6.3.2 6.3.3 6.3.4 6.3.5 6.3.6 6.3.7 6.3.8 Requirement Gathering Define open job requirement. Initiate requisition and approve as appropriate. Edit, complete and post job requisition, and audit for accuracy as required. Discuss needs and decide sourcing strategy with hiring manager or HR as appropriate. Define and communicate level and compensation guidelines. Confirm level and compensation with LS&Co. hiring manager. Verify approval for open positions as appropriate. Sourcing and Screening Develop sourcing plan based on delivery strategy. Provide off-limit companies or institutions as defined by LS&Co. policy. Develop or acquire sourcing licenses and database tools to support the Recruitment strategy. Design and communicate sourcing guidelines specifically related to LS&Co. brand. Mine LS&Co. resume/CV database and match candidates to open requisition. Source and mine external job boards for requisitions. Mine LS&Co. succession database and match candidates to open requisition. 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 a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 25 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION No. Process Steps Supplier LS&Co. 6.3.11 6.3.12 6.3.13 6.3.14 6.3.15 6.3.16 6.3.17 6.3.18 6.3.19 6.3.20 6.3.21 6.3.22 for requisitions. Manage and execute all sourcing required to fill in-scope positions including job postings, advertising, career fairs and internet postings Manage and track employee referrals based on LS&Co. guidelines. Post Retail requisitions on levistrauss.com and Threads. 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. Manage reporting of employee referral payments consistent with LS&Co. company policy. Track applicants and status of candidate flow. Work with approved recruiting agencies for requisitions. All agency costs are retained by LS&Co. Develop job requisition and employment application. Send acknowledgement communication. Conduct initial screen for Distribution owned requisitions. Perform screen and document results for using the Application Tracking System (“ATS”) for requisitions. 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. a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a 6.2.23 Enter assessment results into the ATS for manually processed applications and communicate to LS&Co. as required for agreed upon volumes. a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 26 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. 6.3.24 6.4 6.4.1 6.4.2 6.4.3 6.4.4 6.4.5 6.4.6 6.4.7 6.4.8 6.4.9 6.4.10 6.4.11 6.4.12 6.4.13 6.4.14 6.5 6.5.1 Process Steps Supplier Rank and select candidates for hiring using the ATS. Candidate Assessment and Qualification Develop candidate lists and develop short lists Assess candidates from short list and make selections Qualify candidates. Make contact with executive referred candidates. Administer assessments/testing using LS&Co. approved and validated tests at the cost of LS&Co. Validate candidate eligibility based upon customer’s guidelines. (Including the right to work in the country) Administer background checks as per the global policy and with support from 3rd party agencies Request medical / drug screen for candidates Track and record results of drug testing Manage communication to denied candidates and communicate to LS&Co. for medical / drug screen Follow-up with qualified candidates and communicate to LS&Co. for medical / drug screen. Provide compliance adjudication guidelines and determine final decision for candidates in pending statuses per LS&Co. policies. Determine course of action in liaison with LS&Co. based on background check findings Communicate results of background check to candidates and to LS&Co. Interview and Selection a a a a a a a a a a a a a a a a a a a a a a a a Administer and coordinate interview schedules, responding to request from LS&Co. for scheduling within agreed upon a a a CONFIDENTIAL EXECUTION VERSION LS&Co. a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 27 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION No. Process Steps Supplier LS&Co. 6.5.2 6.5.3 6.5.4 6.5.5 6.5.6 6.5.7 6.5.8 6.5.9 6.5.10 6.5.11 6.5.12 6.5.13 6.5.14 6.6 6.6.1 6.6.2 6.6.3 6.6.4 timeframe Respond to interview scheduling invitations within timeframe mutually agreed. Administer and coordinate selection process for requisitions. Conduct screening interview for requisitions 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. Conduct interview. Provide Interview feedback within two (2) business days. Status candidates in the ATS upon feedback from Managers. Assist Managers with hiring decision. Make hiring decision and final approval for extending offer details. Extend verbal offer for positions if directed by LS&Co. Negotiate offers. Prepare and distribute offer letters via the ATS Manage tracking and reporting databases to reflect current status and selections. On-boarding Conduct post-offer activity of sending onboarding emails to Managers through the ATS. Request background investigations, according to LS&Co. policy and compliance. Coordinate new hire processes as required by LS&Co. Collect, track, and provide updates at intervals agreed to with LS&Co. on new hire paperwork a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 28 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. 6.6.5 6.7 6.7.1 6.7.2 6.7.3 6.7.4 6.7.5 6.7.6 6.7.7 6.7.8 6.7.9 6.8 6.8.1 6.8.2 6.8.3 6.8.4 6.8.5 Process Steps Conduct monthly hiring manager and candidate satisfaction survey via electronic means. General Administration Process and support visa sponsorship. Provide all Recruitment related reporting and analytics to LS&Co. as agreed to Maintain and administer recruiting systems Maintain job related web content on LS&Co.’s company websites (internal and external postings). Manage internal transfers into open positions with guidance from LS&Co. Execute LS&Co.’s recruiting process for internal, external and seasonal candidates and during peak times, including all required forms. Provide administrative support for LS&Co.’s campus recruiting process. Provide standard correspondence letters Manage declines and track all declines and disposition candidates, send relevant correspondence using standard templates as agreed to with LS&Co. Statutory Reporting & EEO Reporting Review transactional data and collaborate with Recruitment, HR Transactions and/or LS&Co. on any required corrections to data. Inform Supplier of upcoming organizational changes/updates and special requirements. Report employee data related to new hires, job/employment data changes, and exits. (as required) Review and update missing gender and ethnicity data and complete reporting. Receive applicant data report via internal IT reporting team and review data for CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 29 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION No. Process Steps Supplier LS&Co. 6.8.6 6.8.7 6.8.8 6.8.9 6.8.10 6.8.11 6.8.12 6.8.13 6.8.14 6.8.15 6.8.16 6.8.17 6.8.18 6.8.19 6.8.20 6.8.21 6.8.22 6.8.23 6.8.24 6.8.25 6.8.26 6.8.27 completeness. Ensure all stats from employment activity are reflected in recruiting activity. Ensure all new hires are reflected in employee data. Research outstanding items. Ensure job categories and levels are consistent with statistics and recruiting data. Provide recruiting report. Notify Supplier EEO of audit and relevant audit dates. Coordinate with Supplier EEO team on approach and action plan for responding to audit. Produce compensation analysis and AAP preparation for audit. Manage completion of request and submit to LS&Co. on timely basis. Affirmative action plan preparation Inquire and obtain information about regulatory changes. Send goals report to outside counsel for review. Send Compensation Analysis Report to outside counsel for review. Send LS&Co. a listing of the EEO Coordinators previously on file with Supplier. Send Supplier any edits to EEO Coordinator listing. Complete year-end reporting Finalize recruiting weights. Analyze reporting and provide questions/feedback to Supplier. Finalize year-end reporting (including outside counsel review). Prepare reporting for exhibits. Finalize Goals Report and send to Supplier. Finalize Compensation Analysis Report and send to Supplier. a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a Page 30 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier 6.8.28 6.8.29 6.8.30 6.8.31 6.8.32 6.8.33 6.8.34 6.8.35 6.8.36 6.8.37 6.8.38 6.8.39 6.8.40 6.8.41 6.8.42 6.8.43 6.8.44 6.8.45 6.8.46 6.8.47 Send Narrative to outside counsel for review. Send Policy Statement Letter to outside counsel for review. Send finalized Narrative to Supplier. Send finalized Policy Statement Letter to Supplier. Update Narrative with EEO Coordinator contact info and plan year. Prepare Workforce Analysis reports (review salary ranges; titles, pay grades, etc.). Prepare Job Group Analysis reports). Prepare Availability Analysis reports (review availability by job group against ESR). Prepare Utilization Analysis reports (by job group). Identify Goals where under-utilization occurs and provide Goals summary report. Prepare Compensation Analysis reports which include male versus female and minority versus non-minority analysis. Review all reports and provide questions and feedback to Supplier. Review all reports with outside counsel; provide questions and a a a a a a a a a a a a a a a a a a a a a feedback to Supplier. Review goals with internal counsel. Finalize all analysis reports (including internal/outside counsel review). Prepare EEO-1 Reports and Vets-100A reports as required and forward to LS&Co. for review and sign-off. Review reports and provide corrections if necessary. Revise reports and post on EEOC and DOL website by the published reporting deadlines. Publish AA Plans a a a a a a Prepare two final copies of AAPs for Women & a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services CONFIDENTIAL EXECUTION VERSION LS&Co. a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a Page 31 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps 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. 6.8.48 6.8.49 6.8.50 6.8.51 Distribute VP HR goals memo to all HO people managers. Distribute goal memos to local managers and send confirmation to Corporate HR. Post policy statement at each location and send confirm to Corporate HR. Save Confirmation from EEO Coordinator re: distribution of goals memo and post policy. CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. a a a a a a a a a a a a 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. Process Steps Supplier **** [**** ****]* [**** LS&Co. **** ****]* No. 7.1 7.1.1 Building compensation strategy & plan 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 7.1.4 7.1.5 7.1.6 Budgeting for the compensation plan Identify, analyse and implement opportunities to drive continuous improvement and improve efficiency Share all regulatory and government updates with LS&Co gathered through best practice sharing sessions Collaborate with LS&Co. to make the required process or documentation change based on the regulatory and government a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 32 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION a a a a a a updates 7.2 7.2.1 7.2.2 7.2.3 7.2.4 7.2.5 7.2.6 Evaluating current compensation plans & systems Evaluating the compensable and non- compensable factors currently existing in the organization Survey request from the research analysts (Mercer, Hewitt etc.) Support survey needs (e.g. data collection) Receiving survey data (market research reports) Pooling the report for benchmarking analysis 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 7.3.1 7.3.2 7.3.3 7.3.4 Designing & developing salary structures Designing the job evaluation and grading studies for determining compensation plans / structures for different jobs/ roles Execution of the job analysis program and preparation of job groups based on complexity levels Preparation of job descriptions for all jobs in a job group 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 LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a Page 33 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION No. 7.4 7.4.1 compensation plans prepared Developing fixed and variable compensation plans 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 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. Advising employees on how best they can utilize the compensation 7.5.2 plan a a a a a a a a a a a a 7.5.3 Sending reminders to employees/ managers for compensation plans and changes a a a 7.6 7.6.1 7.6.2 Clarifying compensation specific queries/grievances Providing clarification on employees queries on compensation plans a Providing factual solutions to issues raised regarding compensation a structure and various plans 7.6.3 Liaising with payroll team to make necessary changes to compensation to correct errors 7.6.4 7.6.5 Communicating with employee confirming the resolution provided Managing compensation data / information and risk associated with ensuring data safety and security, and correct upload a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 34 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION 7.6.6 Carrying out the below minimum exercise to correct/ change an employee's pay 7.6.7 7.6.8 7.6.9 7.7 7.7.1 7.7.2 7.7.3 Making off cycle changes for compensation administration Administering compensation package and final pay determination Support/execute local statutory annual increases as needed Reporting and Analytics Checking with the regulatory and compliance teams on their specific requirements/ customizations required to functional reports Collating & consolidating the necessary information and pass on to the regulatory and compliance team for analysis/ review 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. a a a a a a a 7.7.6 7.8 7.8.1 7.8.2 7.8.3 7.9 7.9.1 Publishing the results to relevant stakeholders Relocation Admin Communicate relocation of employees kick off with 3rd party provider to provide data inputs for relocation a Co-ordinate with 3rd party for any ongoing compensation changes a a (ex - quarterly changes ) Incentives Design of incentive plan (AIP) LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a Page 35 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. 7.9.2 7.9.3 7.10 7.10.1 7.10.2 7.10.3 7.10.4 7.10.5 7.11 7.11.1 7.11.2 Process Steps Data collation for AIP baseline Sending compensation review letters Employee Recognition Programs Define and develop engagement & recognition programs Communicate recognition guidelines / responsibilities Administer recognition award e.g. hosting / collating and evaluating responses provided by LS&Co Prepare award documentation Communicate and distribute award Compensation Admin Calculate accruals and payout for incentive plans Support administrative tasks associated with claims management Supplier a a a a a a a a a a a a a a a a a a a a a CONFIDENTIAL EXECUTION VERSION LS&Co. a a a a a a 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. Process Steps Supplier **** [**** ****]* [**** LS&Co. **** ****]* No. 8.1 8.1.1 8.1.2 Strategy and Policy Establishing process / method for review of overall business unit: - objective completion and results - key measures of success - KPIs (financial, commercial, process and people) 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 LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a a a a Page 36 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. a a a a a a a a a No. Process Steps 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 8.2.1 Preparation and Planning for Performance Management 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 8.2.4 Analyzing the industry best practices for performance management 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 a a a 8.2.6 8.2.7 8.2.8 8.2.9 8.3 Deciding on the process of measurement to determine how the performance components will be measured & finalizing the performance review criteria Customizing the plans based on specific job descriptions Aligning rewards with the performance results Finalizing the key dates and milestones for performance review Developing guidelines for managers on goal LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a a a a a a a a a a a a a a a a a a a Page 37 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION a a a a a a No. 8.3.1 8.3.2 8.3.3 8.3.4 setting and employee assessment Documenting best-practices for goal setting Conducting coaching sessions for managers Assisting managers with queries 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 8.4.2 8.4.3 8.4.4 8.4.5 8.5 8.5.1 8.5.2 basis Cascading business unit goals via managers to individuals Defining the role of supervisor and employees in performance management Completing the Workday set up for performance review date Setting up specific goals and standards for employees Interacting / communicating with the people managers / supervisors Seeking inputs from supervisors on employees Mentoring on how to help employees overcome shortcomings 8.5.3 Defining training/skill enhancement needs for employees, along with 8.5.4 Learning and Development team Creating a back-up plan in case the repartee is not able to meet expectations 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 a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a Page 38 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. No. Process Steps 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 8.6.5 Receiving and resolving employee queries Sending reminders to employees/ managers for pending issues 8.6.6 Stating clearly the possible benefits/ repercussions linked to performance 8.7 8.7.1 8.7.2 8.7.3 8.7.4 8.7.5 8.8 8.8.1 8.8.2 8.8.3 8.9 8.9.1 8.9.2 Calibrating performance appraisals Reviewing information gathered during performance management cycle and investigate abnormalities Removing inconsistencies in approach and evaluation Finalizing performance ratings for the employees Updating employee ratings on Workday Conducting regular audits to ensure accuracy of ratings uploaded Clarifying performance management related queries Clarifying employee queries relating to performance management Resolve escalated queries Creating presence on channels like internal portals for clarifying employee queries Monitoring employee progress Mentoring / counselling employees on how to work on areas of improvements 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) LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a Page 39 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. 8.9.4 8.9.5 8.9.6 8.9.7 Process Steps Supplier Encouraging high performing employees along with their managers Work with manager to monitor adherence of employee to the PIP , and bring PIP to closure Reminding the employees of repercussion at a pre-defined frequency Taking appropriate disciplinary actions for employees who failed to adhere to organization policies a a a CONFIDENTIAL EXECUTION VERSION LS&Co. a a a a a a a a a 8.10 8.10.1 Performance Management Process Evaluation Providing MIS reports on important performance management statistics like timely completion, adherence to the bell curve, successful issue resolution etc. 8.10.2 8.10.3 Conduct satisfaction surveys Evaluating the performance of function based on timely completion of performance appraisals, surveys on ease of usage etc. a a a a a a a a a 8.10.4 Presenting the final analysis to the end stakeholder a a a 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. Process Steps Supplier **** [**** ****]* [**** LS&Co. **** ****]* No. 9.1 9.1.1 9.1.2 Strategy and Policy Establish employee record management strategy and policies Identify specific regulatory or legislative requirements that govern records LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a Page 40 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION 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 9.1.5 9.2 9.2.1 9.2.2 Collaborate with LS&Co. to make the required process or documentation change based on the regulatory and government updates Exit Administration – Individual Employee Design exit policy. Update and communicate policy to appropriate parties, via agreed channels 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 a a a a a a a a a 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. a a a a a a a a a a a a a a a a a a 9.2.7 Supplier shall issue, as required by LS&Co. a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 41 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION 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. 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 9.3.1 Multiple Employee Exit Program and Exit Date Amendments 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 9.3.5 Review request for completion, legibility and correct assignment. 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 9.3.7 9.3.8 9.3.9 9.3.10 9.3.11 Process cancel / re-instate exit transaction in HRIS. Send notifications to external third parties , internal functions on employee exit Schedule exit interview as defined by LS&Co Deactivate email, employee ID, and support asset handover Deactivate email, employee ID if not closed by manager within timeframe agreed upon with LS&Co. Conduct exit interview as defined by LS&Co a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 42 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION No. Process Steps Supplier LS&Co. 9.4 9.4.1 9.4.2 9.4.3 9.4.4 9.4.5 9.5 9.5.1 9.5.2 9.5.3 Physical Employee Records, Files and Documents Define data content requirements Store physical documents according to defined requirements for statutory and regulatory compliance. Fulfil requests for files to employees/retirees, managers, HR and Legal per corporate standards and within agreed to timeframes. Maintain records of all files including checked out and returned logs. Dispose of files based on agreed to disposal procedures. Severance Activity Support Determine strategy for LS&Co. employee severance. Define exception handling and escalation guidelines. 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 9.5.7 9.5.8 Review and notify Supplier of changes to severance details. Notify third party providers with respect to transition services Audit invoices and process payments to transition services third party providers. a a a a a a a a a a a a a a a 9.5.9 9.5.10 Provide templates for severance packages and directions for use. For open employee relations cases, review files of Supplier and work with LS&Co., to determine previous leaves a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a a a a a a a a a a a a a a a a a a a a a a Page 43 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION 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 9.5.13 9.5.14 Prepare severance calculation estimates. Approve termination actions 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…) Produce and deliver Severance packages as directed by LS&Co. 9.5.15 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. Internal reporting for severance 9.5.18 Log employee inquiries into case management tool. 9.5.19 Track return of required general release documents. 9.5.20 Respond to inquiries from severance impacted employees. 9.5.21 Respond to escalated inquiries from severance impacted employees 9.5.22 9.5.23 Manage interactions with Works Councils(WC)/Trade unions(TU) where applicable a a a a a a a a a a a a a a a a a a a a a a a a 9.5.24 Provide all data requirements for the consultations with WCs and TUs a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a a a a a a a a a a Page 44 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. CONFIDENTIAL EXECUTION VERSION Process Steps Supplier **** [**** ****]* [**** LS&Co. **** ****]* No. 10.1 10.1.1 10.1.2 Policy and Procedure Provide current content of company policies and procedures. Provide requirements for call scripts, call trees, and escalation instructions (e.g. sensitive issues). Provide Supplier with changes to LS&Co. policies and procedures. 10.1.3 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 10.1.7 Conduct annual content review/audit of Supplier operational procedures and knowledge base. or as needed 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. a a a a 10.1.10 10.1.11 Provide HR policies, procedures, guidelines and practices to caller. a Provide any changes as they relate to policy, procedures and guidelines to Supplier. a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a a a a a a a a a a a a a a a a a a Page 45 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION No. 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 10.1.14 Collaborate with LS&Co. to make the required process or documentation change based on the regulatory and government updates Contact Volume Planning Provide LS&Co. historical voice contact volumes. Inform Supplier of any initiatives / projects which may increase call 10.2 10.2.1 10.2.2 volumes a a a a a a a a a a a a a a a 10.2.3 Verify receipt of LS&Co. acceptance of voice volume forecasts and plan business operations accordingly. a a a 10.3 10.3.1 Service Desk Operations 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 a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 46 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION a a a 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. a a a 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 a a a 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) a a a 10.3.10 Correspondence · Image and link all incoming correspondence to a case · Respond to correspondence under case management / policy and procedure guidelines a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 47 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier LS&Co. 10.3.11 Case Management CONFIDENTIAL EXECUTION VERSION · 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 10.4.1 Customer Satisfaction 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 . a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a a a a Page 48 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps 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 Perform LS&Co. Satisfaction Surveys for all services according to 10.4.3 Supplier standards agreed to by LS&Co. · Report customer satisfaction results per agreed-to frequency · Provide detailed results as requested by LS&Co CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. a a a a a a 10.5 10.5.1 Transaction Processing/Data Entry Input to HR System and verify all changes to employee personal data. a Input to core HR System and verify all employee basic benefit data. a a Provide standard HR-related forms as requested by callers 10.5.2 10.5.3 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. a a a a a a a a a a a a a a a 10.6.4 Provide LS&Co. with detailed reporting and a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a Page 49 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. 10.7 10.7.1 10.7.2 10.7.3 10.7.4 10.7.5 10.7.6 Process Steps statistics of reported problems Disaster Recovery Provide HR Service Desk disaster recovery requirements. Develop HR Service Desk disaster recovery plan. Approve HR Service Desk disaster recovery plan. Test HR Service Desk disaster recovery plan annually. Assist in HR Service Desk disaster recover test as needed. Evaluate results of disaster recovery test and recommend required changes to disaster recovery plan with Supplier CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. a a a a a a a a a a a a a a a a a a 10.7.7 Inform LS&Co. of outages or problems and anticipated resolution within 10 minutes of initial outage a a a 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. **** [**** ****]* 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 a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a Page 50 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier (Technical) Supplier (Functional) LS&Co. CONFIDENTIAL EXECUTION VERSION 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 11.1.7 Establish the security priority Execute and maintain the security 11.1.8 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 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 a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 51 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier (Technical) Supplier (Functional) LS&Co. CONFIDENTIAL EXECUTION VERSION 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. a a a a a a a a a a a a 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. a 11.1.15 Log ticket upon failure or unsuccessful a transfer. a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 52 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. 11.1.16 Work with third-party vendors to resolve Process Steps Supplier (Technical) Supplier (Functional) LS&Co. interface problems. a a a CONFIDENTIAL EXECUTION VERSION a a a a a a 11.1.17 Monitor and maintain all integrations for Workday. New integrations to be implemented based on agreed to rate card. 11.1.19 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 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 a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 53 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps 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 Supplier (Technical) Supplier (Functional) LS&Co. CONFIDENTIAL EXECUTION VERSION a a a a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 54 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps Supplier (Technical) Supplier (Functional) LS&Co. CONFIDENTIAL EXECUTION VERSION No. 11.1.26 limited to Workday 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 a a a a a a a a a a a a 11.2.1 Applications HR Portal Operations 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, a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 55 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps Supplier (Technical) Supplier (Functional) LS&Co. CONFIDENTIAL EXECUTION VERSION No. 11.2.2 11.2.3 ease of use, etc.). Host the HR Portal & Ask HR in supplier’s shared services environment, with LS&Co. data logically separated. 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 11.2.5 11.2.6 Approve proposed changes. Implement approved changes 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 a a a a a a a a a a a a a a a a a a a a a content request has been fully and legibly completed. Request changes or clarifications as required. a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 56 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. 11.2.10 Process Steps 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. CONFIDENTIAL EXECUTION VERSION Supplier (Technical) Supplier (Functional) LS&Co. a a a a a a 11.2.12 Send confirmation of completion of task to LS&Co. requestor (the individual who raised the case). a a a 11.2.13 Continuously monitor Ask HR and HR Portal usage and make recommendations to increase LS&Co. employee utilization of HR Portal a a a 11.2.14 Provide reports, as agreed to with LS&Co, on HR Portal utilization to inform LS&Co. of HR Portal usage a a a 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 LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services a a a a a a Page 57 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier (Technical) Supplier (Functional) LS&Co. CONFIDENTIAL EXECUTION VERSION a a a a a a a a a a a a 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). Administer position management data. 11.3.4 11.3.5 Maintain data integrity between third party applications, between core HRIS, and all relevant HR systems regardless of it interfaces exist Reports 11.4 11.4.1 Maintain integrity of LS&Co. reports catalogue a a a a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 58 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. Process Steps Supplier (Technical) Supplier (Functional) LS&Co. within Workday. 11.4.2 11.4.3 Run reports as requested by LS&Co. Build non-standard reports requested by a a a LS&Co a a a CONFIDENTIAL EXECUTION VERSION a a a 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 a a a a a a a a a a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 59 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. 11.5.1 11.5.2 11.5.3 11.5.4 11.5.5 11.5.6 Process Steps Supplier (Technical) Supplier (Functional) LS&Co. CONFIDENTIAL EXECUTION VERSION Management Provide Incident and Problem Management process requirements. Incorporate LS&Co. Incident and Problem Management process requirements into Supplier processes. Detect and acknowledge all incidents that occur and record in ticketing system. Proactively provide LS&Co. an update when an incident/event occurs. Classify and take action to resolve the incident based on agreed-to Severity Level protocol. Review Severity Level assignment and confirm agreement or provide corrected Severity Level and justification. a a a a a a a a a a a a a a a a a a 11.5.7 Investigation and diagnosis the cause of the Incident a a a 11.5.8 Resolve the incident and recover the system so that ongoing business operations can proceed. 11.5.9 Close the Incident. a a a a a a LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 60 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ No. 11.5.10 Determine if an Incident requires long Process Steps term Problem resolution and identify as a Problem within Supplier ticketing system. 11.5.11 Perform root cause analysis for all Supplier (Technical) Supplier (Functional) LS&Co. CONFIDENTIAL EXECUTION VERSION a a a identified Problems and recommend corrective action. a 11.5.12 Implement corrective action and close the ticket. a a a a a 12. [****]* LS&Co. - Attachment 2.1 - Description of Services - Human Resource Services Page 61 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. 2. 3. 3.1 4. 5. 5.1 6 6.1 7. 7.1 8. 8.1 9. 9.1 10 10.1 11. 11.1 12. 12.1 12.2 13. INTRODUCTION ACCOUNTS PAYABLE (AP) TRAVEL & EXPENSE (T&E) PROCESSING SPLIT OF RESPONSIBILITY PAYROLL ACCOUNTS RECEIVABLES SPLIT OF RESPONSIBILITY GENERAL ACCOUNTING SPLIT OF RESPONSIBILITY INVENTORY ACCOUNTING SPLIT OF RESPONSIBILITY TREASUREY TRANSACTIONS SPLIT OF RESPONSIBILITY INTERNAL REPORTING SPLIT OF RESPONSIBILITY INDIRECT PROCUREMENT ENABLEMENT SPLIT OF RESPONSIBILITY TECHNOLOGY & MASTER DATA MANAGEMENT SPLIT OF RESPONSIBILITY OTHERS CONTROLS ESCHEATMENT PROCESS (APPLICABLE FOR LSUS ONLY) LANGUAGE 1 1 16 16 19 37 37 51 51 62 62 63 63 63 63 64 64 69 69 72 72 73 74 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]* 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 “a” 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 LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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. 2.1 Split of Responsibility # Principal Activity LS&Co. **** [**** ****]* [**** Supplier **** ****]* Policy Governance- Define and Communicate Policies Establish, maintain, and communicate policies, procedures, approval limits and guidelines for AP Provide local legal/statutory inputs for AP policies and procedures Training Supplier on new systems, new or major process changes and related process documentation X X X X X X 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 X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION # Principal Activity Supplier taking over these 3rd party contracts sometime in future) LS&Co. Supplier Receive, sort, and prepare Accounts Payables (AP) documents for scanning Scan in-scope Accounts Payables documents and submit for processing to workflow 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 X X X 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 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 X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ # Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION as part of Mailroom & Scanning function- To be finalized) 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) 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 Return physical documents to LS&Co. and/or its physical archival partners post scanning Process Purchase Order (PO) Invoices Classify invoices by name/type/complexity and assign to staff for processing Enter invoice and validate against PO and receipt (3 way match) Communicate unresolved invoice exceptions to business users through the workflow tool (Base))) or ReadSoft as the case may be) or emails for additional X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ # Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION inputs/resolution as needed (e.g. price differences, etc.) 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. Validate payment methods (EFT), create payment requests and verify approvals for payment processing Resolve exceptions (i.e. quantity differences, etc.) and/or refer to LS&Co. for resolution per agreed desktop procedures X X X X X X 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 Communicate unresolved invoice X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ # Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION exceptions to business users via email and/or workflow tool per desktop procedures Process time sensitive urgent invoices 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 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) Approve manual hold / release on invoices X X X Release manual hold/block on invoices based on approval / direction from the retained Finance team Release system blocks on invoices within threshold limits & agreed desktop procedures X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ # Principal Activity LS&Co. Supplier Review/approve system hold release where required X X X CONFIDENTIAL EXECUTION VERSION Process Credit Memos Receive (electronic copy), review and validate credit memos for completeness 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) Identify invoices to offset the credit memo Process credit memos in the system 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 Enter, set up or modify and gain approval for recurring payments Review and approval of recurring payments setup X X X Follow up on RLU invoices not received which are due for payment Tax- VAT/Intrastat Processing & Reporting X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION # Principal Activity LS&Co. Supplier VAT Reporting X (E&Y) X (Affiliates) 1099 Statutory Tax Reporting Provide updates to Tax regime X X X X (Canada & Mexico only) 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) Resolve escalated exceptions raised by Supplier for LS&Co.’s consideration per agreed procedures X X X Process and post Trade Card Invoice 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 X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ # Principal Activity LS&Co. Supplier Receive, research and address incoming invoice, credit memo, and AP helpdesk request escalations or exceptions per standardized approval matrix X X X CONFIDENTIAL EXECUTION VERSION Payments Process Electronic Payment Develop scheduled payment proposals to be sent to bank/banking gateway Perform pre-file validations for the validation files (e.g. run reports on pre-file register, validate payments, bank account validation, currency, invoice amount) Review that eligible and earned discounts are taken when favorable to LS&Co. based on information provided by LS&Co. regarding discounts Transfer payment files to bank Generate remittance advices (upon request) and issue electronically Approve payment files prior to release Generate exception reports to support post processing audit Address banking errors or exceptions in payment processing; escalate unresolved errors to LS&Co. as needed Route banking error related information to Vendor Data Master group X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ # Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Address escalated banking errors and payment processing exceptions Perform post-processing audit periodically Create and Release Manual Payments X X X X X X Request manual payments per agreed procedures X X X Verify approvals and completeness of the request and process in the system Clear suspense account bookings for VAT GTC 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 Clear down payment account Create and Release Wire / EFT Payments Prepare documentation for foreign currency wire / EFT and non-repetitive wire / EFT to facilitate wiring of funds Generate exception reports to support post processing audit Address banking errors (simple/complex) or exceptions in payment processing or escalate as necessary X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ # Principal Activity LS&Co. Supplier Resolve escalated banking errors in payment processing X X X CONFIDENTIAL EXECUTION VERSION Respond to request to reverse or void payments (Wire, EFT, Check), address returned, NSF or destroyed checks 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 Void payments, contact vendor to check data, update any changes and return to payment process For returned/not-void items, clear returned payment, issue credit memo, and clear document against suspense account For direct debits & other incoming (non-customer) payments, process the item in ERP system and clear document against suspense account Payroll Related Payments (Accounting) AP processes payroll, garnishment checks or issues social benefit payment per GL template from the Payroll team AP processes payroll tax checks / issues payment Payroll related ledger updates to SAP X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION # Principal Activity LS&Co. Supplier AP helpdesk Monitor 3 way matching in Trade Card system and resolve match exceptions and interface exceptions (PO, Goods Receipt and Invoices issues) Resolve escalated exceptions X X X Liaise with business users and Nexus Contact on Exceptions Support AP helpdesk Requests X X X X X X 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) Vendor Account Statements Review all vendor statements and identify past due invoices (aging based on regional criteria) Communicate aged credits on vendor statements if resolution cannot be determined Contact the vendor and request past due X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 12 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ # Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION invoices as needed Provide proof of payments to vendors, tax authorities or internal customers Create adjustment memos where appropriate Reconcile bank activity for all payment types (EFT, Wire, Check) and resolve any discrepancies Supplier supervisor to review & approve completed reconciliations Periodic review of vendor statements/reconciliations X X X Monthly/Quarter/Year End Activities Respond to data extract request (ad hoc/exception reporting) Provide documentation necessary to support month end accruals Create month end accrual files 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 Book necessary month end entries Prepare reporting packages (i.e. Top 10 vendors by spend, Days Payables Outstanding, or Payments past 90 days) X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 13 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ # Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Contact vendors via email and request open item statement to close out periods Accounts Payable sub-ledger close and reconciliation 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 [****]* Conduct monthly review to detect any payment duplications or invoice inaccuracies Review AP Aging Reports monthly to identify outstanding/open invoices or vendors with debit balances Extract Data and Produce Management Reports Execute BU ad hoc data extraction requests Run scheduled AP metric reports and scorecards Create AP related ad hoc reports as needed X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 14 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ # Principal Activity LS&Co. Supplier Review and approve scheduled/ad hoc reports before publishing to stakeholders X X X CONFIDENTIAL EXECUTION VERSION GRIR Reconciliations Run GRIR report from SAP/other underlying ERP system (s) Analyze GRIR report, vendor statements, etc. 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. Assign reason codes for maintenance for reporting purposes Generate quarterly report for aging of balances & maintenance by reason codes Quarterly review by LS&Co X X X VCOM (Trade Vendor Compliance) Download and prepare shipment data ready for VCOM from Dashboards Raise VCOM request to notify chargeback X X X X X X X X X X X X X X X X X X 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 LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 15 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ # Principal Activity LS&Co. Supplier Technical Services (TS) fees (applicable for [****]* only) Advise list of vendors, charges and frequency of billing that is entitled QA, TOE or TS fees (done by SSM) X CONFIDENTIAL EXECUTION VERSION Raise Debit Memo in SAP per advise Follow up with vendors to collect the fees, working with SSM team as required Process the collected fees in SAP Work with GL team to reclassify fees charge to the correct taxed entity 3. TRAVEL & EXPENSE (T&E) PROCESSING 3.1 SPLIT OF RESPONSIBILITY X X X X Principal Activity LS&Co. **** [**** ****]* [**** Supplier **** ****]* 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 Provide local legal/statutory inputs for T&E policies and procedures Determine and maintain audit rules, including sample percents, business-coded controls, and random sampling X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 16 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION methodology Communicate existing expense reimbursement policies and approval limits; respond to user queries; escalate policy questions to Retained organization as needed Training Supplier on new systems, new or major process changes and related process documentation X X X Updates to existing process documentation Training LS&Co. employees/ vendors/customers on existing processes Process Expense Receipts Acknowledge physical receipt of expense receipts in Concur for compliance Electronically attach receipts in Concur (employees) Submit non-concur expense claims (employees) Scan and upload/email expense claim form & receipts for processing Audit agreed % of expense statements Process T&E payments for submitted expense receipts Roll out Concur & Cards to more countries Cutover planning for Concur X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 17 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier Co-ordination with LS&Co. for concur & card rollout program X X X CONFIDENTIAL EXECUTION VERSION Unpaid Expense Report Monitoring Monitor unpaid expense claims Handle unpaid claims through multiple level of escalations using workflow tool T&E Support Respond to incoming inquiries related to T&E policy Escalate inquiries to Retained organization for resolution as needed X X X X X X X X X 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 Electronic archival of expense statements & receipts per agreed procedures using LS&Co. tools X X X X X X Physical archival of expense statements & receipts X X X Corporate Card Support Audit personnel compliance for employee X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 18 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION corporate card usage Administer new employee corporate cards Administer existing Corporate Card accounts Access HR report for all employee changes requiring changes to Corporate Card records Process any changes to bank details, department, termination through Vendor Data Master group Address banking errors/exceptions in payment processing, escalate as necessary to LS&Co X X X X X X X X X X X X X X X 4. PAYROLL Process Steps LS&Co. **** [**** ****]* [**** Supplier **** ****]* System and Application Services and Maintenance Host, manage, support and maintain the Systems Applying support packs (containing statutory updates and program corrections) to the system Support the application and database hardware X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 19 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Maintaining testing/training environment with segregation and security of client data Support and maintain Vendor controlled hardware to facilitate communications from Vendor via client’s network connection link Provide application backup recovery and offsite storage services Maintain and test disaster recovery facility and procedures Applying application maintenance releases or upgrades Build integration with multiple systems, HR, Time and Attendance, and finance systems Approve/signoff on 9.0 integrations 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. Schedule and notify client of system downtime Maintain the appropriate management control procedures for effective management of: • Environment availability, X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 20 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION • Change to hardware and software, and Problem Identification and resolution within vendor’s responsibilities Selecting and procuring bandwidth for maximum processing demands Pay all installation, use, service and repair charges for the communication lines to connect to Vendor facilities Maintain segregation between testing and production environments 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 X X X X X X X X X X X X 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 X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 21 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier impacting the performance of Vendor controlled technical infrastructure in accordance with the Agreement Manage an issue log X X X CONFIDENTIAL EXECUTION VERSION Maintain and regularly review procedures for the implementation of application software including patches and upgrades Notify clients of major version upgrades; schedule implementations of such upgrades, having regard to the scope of changes and business impacts Provide guidance on specific areas to test when version upgrades are applied Provide support services Undertake unit testing of changes (if required). Develop, complete and validate testing scenarios when upgrades are applied. Undertake testing of changes (e.g. acceptance testing, etc.) if required; develop, complete, and validate testing scenarios when upgrades are applied System configuration changes required by client X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 22 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier Approve/signoff 29.0 system configuration changes X X X Report relevant technical failures X X X CONFIDENTIAL EXECUTION VERSION 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. Responsible for any System or software error resulting from misuse of the System Define and approve LS&Co. users Define Supplier Users Confirm that client representatives comply with any applicable terms Manage and maintain all password/ID setups as well as changes Build & maintain any required benefit calculations (i.e., retirement plans.) Data Management X X X X X X X X X X X X X X X X X X X X X 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 X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 23 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION demographic data) Provide updated templates to client as the System changes require Handle all data in accordance with the applicable local Vendor privacy policy and other audit requirements Validate and input residual data not received via HR interface or by ESS Upload HR interface file Check updated master file data changes against source data Manage upload of additional data into payroll application Retain electronic copy of all data uploaded for the processing period Provide file format specifications to assist client to build interface from existing client HR system Log any issues in relation to HR data load (if applicable) Notify relevant governmental authority of employee changes Manage notification of System errors to 3rd parties or LS&Co. in a timely manner Obtain the consent of any party whose personal data or funds are affected by the terms of the X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 24 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION 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 Confirm all data is complete Maintain earnings and deductions Maintain pay calendar Maintain accrual rules Maintain tax rules Maintain garnishment rules Enter/Update pay distribution preference Enter/Update advice/stub viewing preference Enter/Update direct deposit information Enter/Update regulatory tax information in the system Enter/Update state employee tax elections Enter/Update local employee Tax elections Enter/Update voluntary deductions X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 25 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Provide system access to on-line advice/stub system. Provide systems access to on-line Wage & Tax Statements system Provide systems access to on-line Wage & Tax statement corrections system. Enter/Update garnishments Maintain employee deductions related to benefits Payroll Time Data Inputs Upload time data file from TimeSaver and Kronos. (and equivalent systems/processes from each country) Check updated time data changes against source data. Maintain softcopy of upload information on file for the processing period. Log any issues in relation to time data load (if applicable). Enter positive time and exceptions Review and approve time X X X Process T&A Review and resolve warnings and errors (including missing approvals) X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 26 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Enter adjustments Process T&A iteratively until clean Submit error free (from Kronos or other T&A rules) T&A file to payroll and Identify errors Send errors to managers/time keeper to correct Receive Corrected data from T&A systems and reprocess file Reprocess 13.0 corrected T&A file Maintain Time and Attendance system including employee access and password resets Employee Self Service / Manager Self Service Enter overtime, meal allowances and standby allowances if agreed between the parties Enter leave application data if agreed between the parties Update Bank details if agreed between the parties. Provide training and support for users of ESS and/or MSS as applicable Authorize self-service transactions X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 27 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Pre-Payroll Processing Confirm timely funding of accounts for dispersal of employee payroll through agreed upon bank Create, maintain and distribute Payroll Schedule for each country on a calendar year basis Approve payroll schedule X X X Load pay variation data Verify data loads Calculate termination payments 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) Monitor pay process against scheduled timeframes Perform leave update (time evaluation) process for current payroll For each pay run: • Run trial pay (simulation) X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 28 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION • Verify trial pay run results and reports • Review trial pay reports • Rectify advised errors in trial pay • Give approval for final pay run X X X Finalize pay and perform payroll release in accordance with pre-agreed processing schedules Reconciliation of payments and deductions for payroll purposes Request for off cycle process X X X Process and calculate off-cycle processes Maintain process and procedure manuals Send approved additional pay (bonus, commission, incentives etc.) files to Supplier X X X Receive approved commission files Receive approved additional pay (bonus, incentive, etc.) files Calculate 100% deferrals Review pay data and identify errors Work with customer to determine X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 29 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION correction method, if needed Make corrections to pay Setup for split Payrolls Run balancing and audit reports Review exceptions and escalate as needed Resolve escalated exceptions X X X Create and distribute payroll register Close payroll Run GL interface & send files manually to AP Create and Send ACH (3rd party provider) Create and Send Positive Pay (3rd party provider) Create and Send Tax Payments (3rd party provider) Create and Send 3rd Party Interfaces Print Checks (3rd party provider) Distribute Checks (3rd party provider- ) Process scheduled off-cycle and on-demand Payrolls Reclassification of OT/Rates due to local statutory requirements such as X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 30 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION for bonuses etc. Perform check cancellations and replacements Process overpayment recoveries Process deferred compensation disbursements 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 Direct communication with employees Leave Management Advise Vendor of any changes to leave management rules X X X Submit changes to leave management rules as per client instructions Ensure leave details are loaded into the System Process leave payments through payroll process Termination Management Direct termination notification to Vendor (including any additional X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 31 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Process Steps LS&Co. Supplier payment details for termination pay) Calculate termination payments X X X Authorize termination payments X X X Process calculated termination payment Deliver payment to employee via EFT, as applicable Delivery payments to employees via check X X X Prepare statutory termination forms (e.g., tax certificates, ROEs), if required Confirm that employee termination has been finalized in the System Notify relevant government authority of employee terminations Payback Agreement with Employees Administer any payback amounts with employees Payback amount to be adjusted along with next payrun X X X X X X X X X X X X X X X X X X X X X 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 LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 32 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Provide financial reports to client, as agreed between the parties Prepare and transmit, as agreed between the parties, all electronic standard and country specific payroll and reports Reconcile regulatory report data with payroll outputs Provide additional monthly services for lodgments and remittance of funding as agreed between the parties Adhoc Reporting requests Client Relationship Management X X X X X X X X X X X X X X X 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. Produce year-end reconciliation. Approve year-end reconciliation. X X X Collate tax relief details for countries as required. Produce electronic forms/files for year-end lodgment to employees and X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 33 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier government authorities, as agreed between the parties. Submission of hard copy file (if required) X X X CONFIDENTIAL EXECUTION VERSION Distribute employee forms to employees on a per country basis. Produce and publish payroll calendar Perform quarter-end self-audit Perform year-end self-audit Generate quarter-end reports Generate quarter-end interfaces Generate year-end reports Generate year-end interfaces Identify and make corrections, reconcile corrections and remit final quarter-end reports Identify and make corrections, reconcile corrections and remit final quarter-end interfaces Identify and make corrections, reconcile corrections and remit final year-end reports Identify and make corrections, reconcile corrections and remit final year-end interfaces Support audits and statutory X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 34 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier compliance Create wage & Tax statements-3rd party provider ADP X X X CONFIDENTIAL EXECUTION VERSION Distribute hard copy wage & Tax statements X X X Other Payroll Activities Develop and maintain interface between client HR system and the Payroll System Develop and maintain interface program to receive and process client HR data X X X X X X Monitor country specific public holiday calendars including any changes Complete Garnishment wage attachment process Complete Verification of Employment X X X X X X 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 LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 35 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Process Steps LS&Co. Supplier 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 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 Manage Payroll Service Delivery Receive Customer Request Analyze Customer Request Research Customer Request Perform Additional Research (as needed) Fulfill Customer Request X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 36 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Process Steps LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Contact Customer to Ensure Satisfaction Manage Inquiries / Requests Analyze Contact Center Capabilities Identify Contact Center Needs Ensure Contact Center Staff Optimization Manage Contact Center Service Delivery Manage Documents Monthly, Quarterly, annual regulatory & tax filings/reporting to include but are not limited to lodgments. 5. ACCOUNTS RECEIVABLES 5.1 SPLIT OF RESPONSIBILITY X X X X X X X X X X X X X X X X X X X X X X X X Principal Activity LS&Co. **** [**** ****]* [**** Supplier **** ****]* Define and Communicate Policy Establish, maintain, and communicate credit policies, regulatory requirements, procedures, approval limits and guidelines 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 X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 37 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Principal Activity LS&Co. Supplier Provide local legal / statutory inputs for policies and procedures Training Supplier on new systems, new or major process changes and related process documentation X X X X X X 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 Assess customer credit limit based on LS&Co. policy and 3rd party data (i.e. Dunn and Bradstreet) Provide credit recommendation, including payment terms and recommendations for credit limit per agreed desktop procedures Determine the security needed and held (letter of credit and deposits) Submit credit recommendation for approval based on pre-defined approval matrix X X X X X X X X X X X X 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 LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 38 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier Coordinate credit approval process where significant customer interaction is required X X X Coordinate with Treasury to track letters of credit X X X CONFIDENTIAL EXECUTION VERSION Maintain customer data used to make credit decisions (physical document handling to be agreed as part of overall Mailroom & Scanning solution) Liaison with Banks for bank guarantee, Letter of credit- including physical handling Review credit holds when order limits are exceeded in order to assess whether orders should be fulfilled Administer credit block release within established approval authority and guidelines Update to credit limits per request from LS&Co Track existing customers to ensure credit limit is reviewed for all on an annual basis Provide recommendation and support for annual credit limit changes to LS&Co. (SAP) LS&Co. review/approve recommended Credit Limit changes. Receive, research and address process escalations per agreed desktop procedures Customer Billing X X X X X X X X X X X X X X X X X X X X X X X X X X X Ensure proper tax application for customer invoices, correct errors per agreed desktop X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 39 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION procedures Run billing extracts and generate customer invoices Record reconciliation of invoices processed by SAP and 3rd part vendors to process broadcasting and mailing of invoices (both for [****]*and [****]*) Generate manual customer invoices per request/instructions from LS&Co 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). [****]*would like Supplier to dispatch physical customer invoices- To be finalized as part of Mailroom & Scanning Solution) Process chargebacks per approval/instruction from LS&Co Address incoming customer billing inquiries per LS&Co. guidelines Make applicable pricing corrections as needed (based on approval from business teams) Escalate customer billing inquiries or exception requests as needed to business teams X X X X X X X X X X X X X X X X X X X X X X X X Research and resolve escalated invoice adjustment requests from the customer X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 40 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier Process Customer rebates per agreed procedures X X X CONFIDENTIAL EXECUTION VERSION AR Sub Ledger Period Close Close AR sub ledger at period end with associated reconciliation to General Ledger Provide to General Ledger teams AR sub ledger reporting as part of month end close 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) Execute activities according to close timetable Cash Application X X X 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 Audit and balance each electronic file transmission and resolve exceptions (i.e., payments not matching, short payments, over payments, and unapplied cash) Manage the process of auditing and balancing each electronic file transmission X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 41 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Principal Activity LS&Co. Supplier and resolve exceptions 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 Receive electronic payment information from appropriate lockbox, and verify auto-cash application against customer invoices or credit memos in the ERP system Manage automated administration and collection of cash Verify receipt of daily lockbox statements (automatic & manual lockboxes) Process remittance advices by allocating payment receipts to the relevant Invoices/transactions 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 Identify deductions from remittances and raise debit / credit memos to reflect debits taken (short pays or deductions) - notifying X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 42 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION collections as appropriate Investigate and resolve unapplied and unidentified cash items Resolve "on account" cash remittances and/or escalate to LS&Co. per agreed desktop procedures Process refunds within authorized limits Create request for refunds above the authorized limit X X X X X X X X X X X X Approve or deny refund requests above authorized limits X X X Process approved refund requests above authorized limits X X X Process Intercompany Cash Settlement Transactions Apply intercompany cash to appropriate company Settle intercompany transactions (manually/automated) 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 Perform cash reconciliation between batched cash and cash posted to the AR sub-ledger X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 43 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Investigate and resolve reconciliation issues identified from daily cash Reconcile intercompany transactions Reconcile customer account (at agreed frequency) based on payments received Receive, research and address cash application reconciliations escalations X X X Generate customer account statements Dispatch of customer statements (electronic/physical) 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) Identify customers with past due balances and analyze reasons for non-payment Oversee automated daily collections task-list for work distribution and collections activities Prioritize collections activities based on tasks assigned to collectors and in accordance with LS&Co. collections guidelines Set collection targets for team/individuals to drive collections X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X Review, Approve overall collections strategy X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 44 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier Perform Bad Debt Analysis X X X CONFIDENTIAL EXECUTION VERSION Review and Approve Bad Debt Analysis 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 ([****]* business decision to have Supplier collect all customer accounts) 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 Request payment of outstanding invoices which are due for strategic customers and identify invoice disputes ([****]* business decision to have Supplier collect all customer accounts) Request payment of outstanding invoices which are due for non-strategic customers and identify invoice disputes X X X X X X X Record customer contact information and collection notes for strategic or high dollar balance customers ([****]* business decision to have Supplier collect all customer accounts) X X Record customer contact information and collection notes for non-strategic or small dollar balance customers Discuss causes for delinquency and implement corrective actions with customers. Identify opportunities to improve customer payments within terms (i.e. for X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 45 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION strategic customers in LS&Co. scope) 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) Create customer dunning letters/statements and send to customers (physical dispatch requirements to be agreed as part of Mailroom & Scanning solution) Note: [****]* & [****]* currently do not dispatch dunning letters. 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. 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 X X X X X X 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 For draft transactions against a letter of credit, follow- up with non-strategic customer to inform that we will draw from their letter X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 46 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Principal Activity LS&Co. Supplier of credit 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 Post dated check management X X Direct debit management (mainly Spain, GAS, also Italy) 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 Approve "write off" requests which are outside the authorization levels in accordance with written policies, procedures X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 47 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION and rules Refer LS&Co. approved aged receivables to collection agency Coordinate collections and write-offs with collection agency Validate write-offs as needed Receive, research and address collections escalations 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 X X X Provide guidelines for billing adjustments X X X Identify billing adjustments needed and their type based on guidelines provided Recommend billing adjustments 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 X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 48 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION X X X 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 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 Review and provide updates/actions to be taken if any X X X Reporting Generate agreed process reports per procedures Jointly participate in periodic business/process performance reviews X X X Calculate DSO to determine average number of days to collect revenue Prepare unapplied cash report Prepare Daily aging by credit report Prepare Daily customer balance detail Retail Store Accounting Reconcile stores cash/Bank details Liaise with stores for updates, discrepancies Retail cash posting and reconciliation X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X Manage and oversee daily/monthly X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 49 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier reconciliation from bank; resolve escalations CONFIDENTIAL EXECUTION VERSION LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 50 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 6. GENERAL ACCOUNTING 6.1 SPLIT OF RESPONSIBILITY Principal Activity LS&Co. **** [**** ****]* [**** Supplier **** ****]* CONFIDENTIAL EXECUTION VERSION Intercompany Accounting Setup Intercompany Agreements Obtain cross business unit agreement on eligible intercompany transactions, including transfer pricing agreements. X X X Configure pre-requisites of systems including: a. Intercompany organizations b. Transaction types c. Approval workflow Identify and Enter Intercompany Transactions X X X 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 Validate and Post Intercompany Entries Process intercompany invoices Process intercompany credit/debit notes Resolve holds and automation defects on payable invoices Post transactions via the intercompany X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 51 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION payable/receivable accounts Process intercompany payments and receipts Process preliminary and final intercompany netting and escalate exceptions as applicable Perform intercompany hedging Create policy to govern intercompany accounting Generate intercompany receivable and payable reports X X X X X X Prepare schedule of intercompany payables and receivables Prepare appropriate documents like Inter-company invoices etc. Reconcile Intercompany Transactions Perform intercompany reconciliations; sub ledger to ledger reconciliations and provide reconciliations to the counterparty and request confirmation of the reconciled balance Perform Intercompany Eliminations Eliminate LS&Co. approved intercompany revenues/expenses and balances X X X X X X X X X X X X X X X X X X 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 52 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Perform accounting transactions to facilitate dispute/difference resolution (e.g. pre-approved transactions that need to be corrected or transfer pricing transactions) Receive and remediate escalations for intercompany transactions per regional guidelines Receive, research and address and escalations related to disputed intercompany invoices or differences Journal Entries and Review X X X X X X X X X 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 Process manual and automated journal entries (mass allocation batch run during month end) Prepare and process exceptional/one- time/complex/strategic Journal Entries X X X Process standard accruals agreed to be in-scope for Supplier Process standard reserves agreed to be in-scope for Supplier Prepare manual allocations agreed to be in-scope for Supplier X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 53 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Review and finalize proposed allocations agreed to be in-scope for Supplier Process standard allocations agreed to be in-scope for Supplier Perform standard reversals and re-class as agreed to be in-scope for Supplier Perform escalated reversals and re-class X X X Clear suspense and re-class inter-company E-archival & retrieval of journals & supporting documentation per current LS&Co. procedures & tools Define rules for archival / retrieval activities Perform physical archival/retrieval activities X X X X X X Perform physical archival/retrieval activities as may be agreed to be in-scope for Supplier Mailroom & Scanning solution Foreign Currency Accounting Update foreign exchange rates in the system Perform Foreign exchange gain/loss accounting Perform Account Reconciliation Extract preliminary reports and trial balances Prepare Balance Sheet reconciliations agreed to be in- scope for Supplier Analyze and resolve reconciling variances for balance sheet accounts X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 54 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Bank Account Reconciliation agreed to be in-scope for Supplier Analyze un-presented checks and deposits not cleared Reconcile bank balance to General Ledger Review out of date checks Investigate un-cleared deposits Prepare journal entries for reconciling variances Provide explanations for all reconciling variances in accordance with LS&Co. policy guidelines Obtain approval for reconciliations and correcting journal entries in accordance with LS&Co. approval hierarchy Provide hierarchy of approvals related to high/med/low account reconciliations X X X 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) Provide copies of account reconciliations and correcting journal entries as requested (e-archival & retrieval using LS&Co. tools) Closing Activities Communicate close schedule, hold pre-close X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 55 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION X X X X X X meetings and begin initial analysis Submit supporting materials to Retained personnel per close calendar 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 Review, approve and close business units books Perform period ending adjustments Review, approve and close corporate books (HFM) Create cause of change summaries, perform close analysis and any top level adjustments or true ups; resolve exceptions Provide final review, approval and close corporate books (HFM) Perform final consolidations and finalize executive summaries including legal entity reporting package External Reporting Review local statutory filings, interim/annual earnings releases/reports to shareholders and government entities Maintain local statutory filings and other regulatory reports Submit regulatory reports X X X X X X X X X X X X X X X X X X X X X X X X X X X Support creation of external reports- provide X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 56 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION data, complete templates Manage Fixed Assets Inventory Create asset master and post assets basis request from LS&Co Process changes to asset master data per request from LS&Co Set policy and identify owners for fixed asset inventory Coordinate physical asset tracking and tagging Administer periodic physical asset verification X X X X X X X X X X X X 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: [****]* currently writes off missing assets directly) Book accrual for tax portion of capitalized asset Ensure depreciation is posted accurately across all Fixed Asset Areas and ledgers (support from LS&Co. for in-country local GAAP compliance) Run processes to capitalize Fixed Assets or Fixed Asset additions Ensure that all assets under construction postings are accurate and can be capitalized and escalate cases in which judgment is required X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 57 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 X X X X X X X X X X X X X X X Post journal entries to record asset impairments in accordance with LS&Co. policy guidelines Communicate any statutory requirements Create transactions as necessary for special one-time events (e.g. restructuring, sale of facilities) Post transactions as necessary for special one-time events (e.g., restructuring, sale of facilities) Asset Additions, Transfers, or Deletions Initiate request for asset additions, transfers, or deletions Review and approve requests for asset additions, transfers, or deletions Process asset addition(with and without Internal Orders), transfer, or deletion according to LS&Co. policy and guidelines Post additions to Fixed Assets for the month to the proper depreciation/amortization schedules and ensure they go to the correct asset class Seek additional clarification as needed to X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 58 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION facilitate asset additions, transfers or deletions Run Depreciation Process depreciation journal entries for assets Post depreciation to General Ledger Seek approval for depreciation exceptions per LS&Co. policy guidelines Validate and approve exceptions X X X Process Asset Sale or Retirement Initiate request for asset sale or retirement Receive, review and approve completed acknowledgment forms with details on assets to be retired or sold Process and post transactions to record retirements and sales of assets Seek additional clarification as needed to facilitate asset sale or retirement 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). Create periodic management reports for Corporate Finance and Treasury Run capital leased asset depreciation and transfer to General Ledger X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 59 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Principal Activity LS&Co. Supplier 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 X X X X X X X X X 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 Escalate reconciliation issues/exceptions as needed Retire leased assets as appropriate Monitor leases for renewals/retirement 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 Receive completed capital appropriation request form Provide pre-approved budget for a fixed asset under construction and supporting documentation X X X X X X Open internal Order per completed request from LS&Co X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 60 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Review PER (Project Expense Request) for completeness of data Monitor projects for spending completion and notify the business if it is stagnant 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 Review by LS&Co Initiate any queries related to reporting Respond to any incoming queries Close out project/related internal order and establish asset once spending is complete Support for Escalations and Processing Service Requests/Inquiries Receive, research and address escalations raised during the Fixed Assets physical inventory processes Receive and research escalations raised during asset impairment decision making process Prepare reports for management purposes such as depreciation expense summary, and Fixed Asset summary per agreed LS&Co. requirements Respond to end-user requests for asset values and disposition values; escalate unresolved queries to LS&Co X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 61 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Resolve cases escalated to LS&Co. per agreed procedures Establish, maintain, and communicate policies, procedures, approval limits and guidelines for intercompany accounting per regional guidelines Merger & Acquisitions Process entries for goodwill in accordance with instructions from LS&Co Approve accounting entries for new acquisitions Policy and procedure for goodwill accounting X X X X X X X X X X X X X X X 7. INVENTORY ACCOUNTING 7.1 SPLIT OF RESPONSIBILITY Principal Activity Provide inputs to expense allocations and inventory valuation (raw materials, WIP, finished goods) Support product costing (For Business Finance / Operations) and inventory accounting (maintain standard cost rates, track cycle counts, and cost revisions) LS&Co. **** [**** X X X X Create and process judgmental entries related to inventory valuation (i.e. LCM) X X ****] [**** Supplier **** ****]* X X X Process standard journal entries for inventory X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 62 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION adjustments Reconciling POS data, ERP differences Follow up with stores related to potential inventory adjustments X X X X X X 8. TREASURY TRANSACTIONS 8.1 SPLIT OF RESPONSIBILITY Principal Activity LS&Co. **** [**** ****]* [**** Supplier **** ****]* Rate updates (forex, cost rates, budget rates, etc.) Exact split of work for Supplier to be detailed during Transition Analysis Closing journals Generate in-house bank statements, X X X X X X 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 RESPONSIBILIT Principal Activity LS&Co. **** [**** ****]* [**** Supplier **** ****]* Internal Reporting LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 63 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Principal Activity LS&Co. Supplier Support preparation of management reports X X X Participate in regional and higher process reviews X X X Participate in affiliate process reviews Respond to internal customer inquiries and escalated as necessary X X X X X X Respond to escalations FP&A (Variance analysis, budgeting & forecasting activities) X X X X X X 10. INDIRECT PROCUREMENT ENABLEMENT 10.1 SPLIT OF RESPONSIBILITY Principal Activity LS&Co. **** [**** ****]* [**** Supplier **** ****]* Define and Communicate Policies Establish, maintain, and communicate policies, procedures, band-level approval (BLA) limits Provide local legal/statutory inputs for PO policies and procedures X X X X X X Transactional Procurement Requisitioning Requestor determines purchase need and creates requisition in requisitioning tool X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 64 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Verify all supporting documentation is included in submission of requisition. Receive and review approved requisitions for completeness, accuracy and compliance PO Management Create purchase order Create purchase order AMA PO Sending Initiate changes to PO ( PO Amendment) X X Follow PO amendment process Sending Amended PO PO closure ( Yearly activity) Procurement Helpdesk Provide requisition and PO support to business Provide Level 1 support on requisitioning tool Provide Level 2 support on requisitioning tool Support for raising PO in system 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 ) Create ad hoc reports (e.g. Spend per vendor, Spend per commodity) X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 65 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 66 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION 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 LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 67 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier Execute end user communications related to the catalogue as required within agreed upon turnaround time CONFIDENTIAL EXECUTION VERSION LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 68 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 11. TECHNOLOGY & MASTER DATA MANAGEMENT 11.1 SPLIT OF RESPONSIBILITY Principal Activity LS&Co. **** [**** ****]* [**** Supplier **** ****]* CONFIDENTIAL EXECUTION VERSION X X X X X X X X X Define and Communicate Policies Establish, maintain, and communicate policies regarding Master Data Establish, maintain, and communicate Data Master classification, timing and coding standards Establish, maintain, and communicate clean-up schedule and guidelines Master Data Administration (Per volume metrics below) New Record Creation Requests Seek approval for new master record setup Review for completeness of the request and duplicate check Obtain clarification from stakeholders for missing details/information Create Master record in the ERP In case of Vendor master raise ticket to get more vendor ID number when we reach close to exhaustion of the current numbers allocated FICO MASTER DATA X X X X X X X X X X X X X X X Gather FICO master data requests via X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 69 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Principal Activity LS&Co. Supplier SharePoint Hold approval meeting with pre-published agenda with all stakeholders to gain approval Gather additional information from requestors as required X X 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 Monitor compliance with internal controls policies and procedures X X X X X X Maintain Requests (On-going) Receive master data modification requests Gather all inputs required and seek final approval Approve requests escalated by service provider X X X Modify / Delete the master record per request Note all approvals related to change to be maintained ( Share drive/ share point) Respond to stakeholders (Client, Vendor, Customer) change requests including name, payment method, remittance, tax ID, status, etc. Maintenance and Clean-up X X X X X X X X X X X X X X X X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 70 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Conduct scheduled maintenance and clean-up Provide ongoing feedback on coding and standards System Maintenance and Interfaces X X X X X X 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 Verify proper approval party in request & MSA/TOE is approved by authorized person Create Vendor Master and send alert for confirmation Confirm Vendor Master in SAP Communicate new Vendor Master details to Nexus Contract for Trade Card Vendors Set up Output Condition for Trade Card Vendors X X X X X X X X X X X X X X X 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) LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 71 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Principal Activity LS&Co. Supplier CONFIDENTIAL EXECUTION VERSION Create Internal Order for Employee Master (AMA) Communicate new Employee Master details to business users and Concur Team Communicate new Vendor Master details to business users Manage Records Retention of Request Forms Technology Updates to tax master and overall system maintenance X X X Validate Supplier team user access to in-scope systems & applications Bi-annual review of individual access levels User access creation, updates and support X X X Raise ticket for Fixed Asset sub-ledger transactions like new locations, useful life etc. Raise tickets for extending system generated serial numbers to accommodate new vendors IT Production to create required serial numbers in the system X X X X X X X X X X X X X X X X X X X X X X X X X X X 12. OTHERS 12.1 CONTROLS Principal Activity LS&Co. Supplier [**** **** ****]* [**** **** ****]* LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 72 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Principal Activity LS&Co. Supplier 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 [****]* ONLY) Principal Activity LS&Co. **** [**** ****]* [**** Supplier **** ****]* Due diligence for escheatment processing for unclaimed AP payments (applicable for [****]* only) Escheatment process for unclaimed Payroll payments Administer escheatment process for unused AR credits X X X LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 73 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 13. Language [Languages Supported CONFIDENTIAL EXECUTION VERSION [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* LSE [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Countries Supported [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* AMA [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 74 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ [****]* [****]* [****]* [****]* [****]* [****]* [****]* CONFIDENTIAL EXECUTION VERSION [****]* [****]* [****]* [****]* [****]* [****]* [****]* LS&Co. - Attachment 2.2 - Description of Services - Finance Services Page 75 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 * 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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”) 24x7 monitoring of network availability & performance Data • • 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) LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION • LAN management Voice & Video • Voice support and administration includes support for IPT Voice Gateways, Phones (IP) & Voice Mail. • • • • Coordination with Telecom service providers for dependency on Audio and Video services. Support for Video conference rooms Support for Webcast Support for Internal Audio conference 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 Financial responsibility for Telecom circuits, and Network hardware • Transport Circuit Ownership • • Defining Network technical Architecture for Data, voice & Video infrastructure • Network Product selection • Building Network configuration standards • LAN Cabling (Excluding patch cabling) • • Warranty, Maintenance and Support Agreements • Equipment (Hardware) Procurement Facilities Management 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 LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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 LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION • 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 [****]* 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. 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.N O 1 1.1 2 2.1 2.2 2.3 2.4 3 Principal Activity Supplier LS&Co Physical Scope 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. Demarcation Boundaries of the Services The Supplier will perform the Services within the physical boundaries of the Network Services WAN and Analog lines in stores will be Supplier coordination only. Manage Billing and invoicing for Retail analog lines. Unmanaged devices like (Hubs and any network devices which are not SNMP enabled) will be Supplier co ordination General Management and Administration [*** * x x x . x ** ** x x x x [**** **** ****]* *** *]* x x x X X X x x x x LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 3.1 3.2 3.3 3.4 3.5 3.6 4 4.1 4.2 4.3 5 5.1 5.2 6 6.1 Services Act as a single point of contact for the management and administration of the Network within the scope of this Contract Implement approved Network strategies in support of business objectives and in accordance with Change Management process. Analyze and propose cost-effective Network Service alternatives. Support all telecommunication protocols approved for use by LS&Co.’s. 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. 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). Third-Party Supplier Management and Coordination 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. 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. 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. Architecture Services Define Strategy, Standards and High Level Architecture – Design Authority Review standards and provide input Network Operations and Management 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 6.2 Perform Network configuration management backups x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION x x x x x x x x x x x x 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14 6.15 7 7.1 7.2 7.3 7.4 according to LS&Co. standards. 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 Provide physical network management (devices & circuits) Procurement, Financial responsibility with the Telecom carrier and third parties for cabling as well as Procurement & financial responsibility of all network devices Raise the PO for new devices Perform 1st – 3rd Level network problem determination and resolution for Network Services Perform third party Supplier management and performance management Approve Preventative Maintenance time window. Perform manufacturer prescribed preventive maintenance Provide audit logs of all activity with network equipment Provide monthly proactive reporting, analysis, solutions Perform patching between 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. jack panel and Network equipment Perform IP Address administration using agreed tools. Perform IMAC IP Addressing changes Network Monitoring Perform proactive network monitoring using agreed upon management systems Respond to alerts using agreed upon tools in order to meet Service Levels Monitor report and investigate bandwidth spikes / exceeding of thresholds. In the case of the WAN this is in conjunction with the Telecom Service Provider 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 x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION provided by them 7.5 7.6 7.7 7.8 7.9 Coordinate with Telecom service provider for ADSL and other links terminated at stores Coordinate with Telecom service provider for new requests. Coordinate with Telecom service provider for incidents related to WAN links and Network equipment provided by Telecom service providers. LS&Co.’s to inform Supplier on new links to be installed and existing links to be removed for Retail stores Coordinate with Telco providers to have new links installed and existing links removed for Retail stores 7.10 Coordinate with LS&Co. retail business on network changes as part of retrofits. 7.11 store opening, closing will be covered as part of a project 8 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 Hardware and Software Management Develop installation plan for IMACs Procure new equipment and necessary Software / Hardware upgrades Schedule installation and cut-over activities for IMACs Coordinate with onsite LS&Co.’s staff / dispatch technicians or hardware maintenance service provider to perform Network hardware maintenance services as needed 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. During hardware installation or retrofit of an existing environment Supplier will perform patch cabling. For any structured cabling or running the cable through closed ceilings, under the floor. Supplier will do Supplier co ordination Any custom cabling, cabling Supplier will perform crimping of connectors and Supplier will be responsible for Supplier coordination only. x x x x x x x x x x x x X x x x x x x x x x x x x X x x x x x x x x x x x x x x x x x x x LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 8.9 8.10 Coordinate (Telecom Service provider equipment) resolution of hardware related problems Perform regular maintenance on in-scope Assets (IOS standardization, check on EOL/EOS devices and updating LS&Co.’s for replacing the same etc.) 8.11 Coordinate and Validate warranty maintenance and replacements with third parties when applicable 9 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 10 Software Configuration and Firmware Management Maintain Records for Supported Software and Firmware Versions in LS&Co.’s CMDB/Asset database. Recommend Software Licenses and associated firmware to ensure supported releases are in use Perform agreed installation and deployment activities for IMAC Maintain agreements to procure software and firmware releases to keep them current Review and approve software and firmware upgrade requests Document and maintain configuration management processes and ensure they are consistently followed Review and approve configuration management processes Establish standard configurations for Equipment and software Review and approve standard configurations for equipment and software Moves, Adds and Changes (MAC) 10.1 Define user requirements 10.2 10.3 10.4 10.5 10.6 10.7 Validate MAC requests Provide and Procure facility environment, space, cabling, power, cooling and including under floor cabling, fiber and dark fiber Plan and schedule IMACs Develop installation and configuration specification of new equipment that is required for IMAC purposes Implement and / or manage installation and configuration of IMAC. 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 x x x x x x x x x x x x x x LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY performed onsite. Perform user notification for IMAC. These activities will be performed remotely. Transport, Carrier and Connectivity Management Procure circuits and bandwidth for network services Manage third party contracts like Cisco Smartnet etc. Supplier will be responsible for updating LS&Co.’s on the expiry or change of support for coverage only. LS&Co.’s will be renewing/upgrading the contracts. responsible financially Reviews and approve changes to third party contracts Manage, Coordinate and resolve with Telecom carriers and third party Suppliers for any network problems Monitor network for failures and performance Provide availability, Root Cause Analysis and performance reports on a monthly basis using Telecom Carrier provided information for both WAN and Voice circuits Perform coordination of end to end testing during Carrier outages Telecom Monitor and resolve Voice Network alerts and events [console monitoring] Soft MACD (remote installations) for phone, Voice Mail and Voice Gateways Perform dial plan changes Notifications and resolution for the voice incident tickets Resolve Voice Device/Voicemail failures/ troubleshooting Perform Voice device software patch application Procure Voice circuits, Hardware, Software, Cabling Services and Infrastructure to support the Managed Service and necessary upgrades Coordinate and validate installation of Voice circuits Perform/Coordinate installation of Voice network hardware 10.8 11 11.1 11.2 11.3 11.4 11.5 11.6 11.7 12 12.1 12.2 12.3 12.4 12.5 12.6 12.7 12.8 12.9 12.10 Physical installation/movements of the phones / Gateway 13 13.1 Cabling and Wiring Services The Supplier’s responsibilities will include: CONFIDENTIAL EXECUTION VERSION x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 13.2 13.3 13.4 13.5 13.6 14 14.1 14.2 14.3 15 15.1 15.2 15.3 15.4 15.5 15.6 15.7 15.8 15.9 Coordinate Support and Commission, as required, Facilities provision of Cabling and intra-floor and inter-floor Wiring, within the Supplier physical demarcation boundaries. Supplier will coordinate and validate the installation of physical cabling in all LS&Co.’s locations Supplier will be responsible for Datacenter Patch Cabling. Third party cabling Supplier will be responsible for all structured cabling and any long runs of cabling in Datacenter. Interact with LS&Co.’s real estate, landlord management, and other Authorized Users so that Cabling and Wiring requirements are properly communicated and managed. WAN Acceleration Manage, Troubleshoot and resolve the WAN Acceleration environment to assure adequate caching and optimization so that connection limits are not exceeded. Maintain software level compliance for all WAN Acceleration systems Where applicable, suggest a WAN Accelerator service to connect LS&Co.’s Sites to the existing WAN infrastructure. Wired LAN Services The Supplier’s responsibilities will include: Provide wired systems support for LS&Co.’s wired LAN environment to include Network Services Coordinate with Suppliers for LAN cabling and for any unmanaged devices like Hubs. Supplier will perform punch down work at the Datacenter Third-party cabling Supplier will perform device cabling at all other LS&Co. locations and Supplier will do coordination work. Unmanaged devices like hubs will be supported at a “Best Effort” basis Adhere to IEEE standards as well as Client technical and security guidelines with regard to wired LANs. Comply with all security policies and requirements. Support and update all new Hardware documentation for the wired LAN environment and store it in a LS&Co. owned repository. x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x X x x x x x x x x x x x x x x LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 16 16.1 16.2 16.3 16.4 16.5 17 17.1 17.2 17.3 17.4 17.5 17.6 18 18.1 18.2 18.3 18.4 18.5 18.6 18.7 Wireless LAN Services Provide wireless Systems support , Troubleshoot and resolve issues at all LS&Co. locations. Manage security systems (for example, authentication and authorization servers) associated with wireless LAN Systems. Adhere to IEEE standards as well as Client technical and security guidelines with regard to wireless LANs. Comply with all radio frequency (RF) regulations. Conferencing Services Provision, configure, install, operate, support and maintain all In-Premise Conferencing Systems. Assume responsibility for In-Premise Conference System set-up, for testing and implementation of Changes, and for providing conference bridge operation. Manage and coordinate all Third-Party Suppliers associated with the provision of Conferencing Services. Perform periodic Conferencing System testing to validate that individual components and the overall system are working correctly. Perform preventive maintenance in accordance with the manufacturer’s specifications for all In-Premise Conferencing Systems located and maintained at LS&Co.’s Sites. Perform Firmware updates and configuration changes as required Video Conferencing Services Schedule video conferencing facilities support. Manage and maintain the calling directory. 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. Troubleshooting and resolve any issues related to the video conference system Assist users with real-time issues Require Supplier to provide onsite support during any executive town hall events (Dry Run Test, preparation on day of etc.) Supplier will perform firmware/software updates for both infrastructure and room system equipment. (Excludes the cabling, lighting or any other facilities x x x x x x x x x x x x x x X X X X x x x x x x x x x x x x x x X X X X x x x x x x x x x x x x x x x x x X LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION related upgrades) 19 19.1 Store Infrastructure WAN Infrastructure 19.1.2 Dispatch Supplier technicians as necessary to resolve store-networking issues. 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) 19.1.4 Coordinate with Third party cabling Supplier for all Retail Store cabling infrastructure management -Installation -Support -Design -Testing -Liaison with business on requirements 19.1.5 Reactive monitoring support for WAN links and routers 19.1.6 Coordinate with Telecom service providers for all WAN link incidents 19.1.7 Coordinate with Telecom Service provider for all WAN router incidents 19.1.8 Manage requests for WAN service changes including adding new links and removing existing links 19.2 LAN Infrastructure - Wired 19.2.1 Coordinate with Telecom service provider for all LAN ports provided on the ADSL routers 19.2.2 19.2.3 Proactive monitoring for switch ports on ADSL routers will be done by Telecom service provider 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) 19.2.4 Provide incident resolution for all store-networking devices owned by LS&Co.’s and which are SNMP enabled. 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) 19.3 LAN Infrastructure - Wireless 19.3.1 Support all store wireless technologies. X X x x x x X x x x x X X X x x x x X x x x x X X X x x x x X x x x x X X X X LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 12 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 19.3.2 Manage requests for updates to store Wireless infrastructure changes including adding new and removal of existing. 19.3.3 Mounting of Wireless access point to the ceiling will be performed by the Third party cabling Supplier. 19.3.4 Manage the Motorola Wireless currently deployed leveraging LS&Co’s tools. (Dude Monitoring, Motorola WiNG) 19.4 Analog Lines 19.4.1 Co-ordinate with Telecom service provider for all incidents and requests 19.4.2 Incident logging with Telecom service provider 19.4.3 Manage Telecom service billing 20 Load Balancers 20.1 20.2 Performing on-going administration, management and monitoring of Load Balancers devices. Load balance policy Configuration modification / deletion) (including rule-base addition / 20.3 Defining new server farms, real servers 20.4 20.5 20.6 Integration or Deletion of new or existing new server farms Perform backup and Restoration of the load balancer configuration Supplier will implement the latest software upgrade, patch release, bug fix and hardware fix and version updates once certified by Engineering. 20.7 Perform user access management on Load Balancer 20.8 Incident Management to include resolution related to performance and availability of Load Balancer 20.9 Device configuration changes by following Change Management process 20.10 Supplier will install/configure new load balancers / guests according to LS&Co. standards. x X X x x x x x x x X x x x x x X x x x x x x x x x x x x x x x x x x x x X x X X x x 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 LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 13 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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 LS&Co. – Attachment 2.3.1 – Description of Services – Information Technology Services – Network Services Page 14 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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 15 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 * 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 [****]* under this Agreement are categorized into the following Processes: • End User Computing Services • • • Desktop Engineering Services Field Support Services for Corporate Users Field Support Services for Retail Users 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 LS&Co. - Attachment 2.3.2 - Description of Services - Information Technology Services - DeskSide Support Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION • 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 • 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. [**** **** ****]* [**** **** ****]* 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. 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). 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 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 x x x x x x x x x LS&Co. - Attachment 2.3.2 - Description of Services - Information Technology Services - DeskSide Support Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION LS&Co. x x x CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Principal Activity Supplier Provide physical space for storage of End User 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 Perform any required backup procedures in accordance with Change Management guidelines Re-load data or back up files as necessary Set up security, file access, and other administrative procedures associated with the IMAC 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.). Provide desk-side orientation training materials appropriate to the Authorized User(s) receiving the IMAC. 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. Monitor client satisfaction and closely monitor Service Levels throughout the IMAC activity and following the delivery at predetermined intervals. Manage the recording and collection of the required inventory information and update the inventory system (or other LS&Co. inventory system) 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”. Disposal Services x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x X X X Adhere to the relevant LS&Co. Policies covering the decommissioning and disposal of equipment and any x x x LS&Co. - Attachment 2.3.2 - Description of Services - Information Technology Services - DeskSide Support Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 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 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. Provide a channel (disposal vendor) to dispose of Supported Equipment securely and in accordance with Applicable Law x x x 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. 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. Resolve Incidents and Problems associated with EUC Equipment and Software, and provide break/fix support, advice, and assistance to Authorized Users. Responsible for resolving all Incidents and Problems associated with failure or degradation of Services related to EUC Equipment and Software. Coordinate efforts with Third-Party service and maintenance providers as necessary to keep EUC Equipment and Software in good working order. Perform proactive and reactive troubleshooting to effectively identify potential Incidents or Problems, and attempt to eliminate them before they occur. 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 x x x x x x x x x x x x x x x x x x LS&Co. - Attachment 2.3.2 - Description of Services - Information Technology Services - DeskSide Support Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. x x X x x X x x X When replace Equipment and/or Software in order to conduct a repair, copy data and perform backups. 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. 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) We currently have resources located in the following sites. [****]* 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) -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 Store technology changes, additions and holiday readiness activities will be supported with IMAC or DSS services Retail tower management • Status reporting • Incident analysis & reporting • Queue management & reporting • Incident trend analysis & reporting X X X X X X X X X X X X LS&Co. - Attachment 2.3.2 - Description of Services - Information Technology Services - DeskSide Support Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. • Resource management • Team management • Maintain Retail knowledge base in in the LS&Co. ITSM Tool and coordinate with the service desk when processes and procedures are changed. 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 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 x X x 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. Confirm compatibility or special requirements before widespread installation including compliance with LS&Co. Software Quality Standards. Distribute security patches to comply with LS&Co. IT Security policies. Provide monthly reporting to LS&Co. on the installation of all patches ELECTRONIC SOFTWARE DISTRIBUTION Utilize the existing electronic Software distribution system that effectively and efficiently distributes new Software to LAN- connected workstations located at x x x x x x x x x x x x x x x LS&Co. - Attachment 2.3.2 - Description of Services - Information Technology Services - DeskSide Support Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 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. With respect to LS&Co. developed applications, distribute Software, install Software, and install upgrades as required by LS&Co 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. 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.). Use an SCCM / LS&Co. tool for Software distribution solution that provides consistent and efficient Software deployments for Software configuration changes. 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. 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. 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. 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). Provide Software distribution processes to support different Authorized User environments in an automated way (for example, LS&Co. LAN and WAN, home x x x x x x x x x x x x x x x x x x x x x x x x x x x LS&Co. - Attachment 2.3.2 - Description of Services - Information Technology Services - DeskSide Support Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. offices, Authorized Users working remotely, etc.). Provide a transparent deployment mechanism independent from the distribution media (for example, LAN, WAN, dial-up, CD ROM, etc.). 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. Provide to LS&Co., and as required by LS&Co., software distribution device target counts and success results. Resolve all failed software distribution Continually review and improve the percentage of EUC devices that can be reached and updated with the electronic Software distribution system. Provide the global SCCM 2012 infrastructure for the software distribution Using SCCM 2012, Track & Report Desktop License usage for Corporate and Retail 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. 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” x x x x x X X x x x x x X X x x x x x X X SOFTWARE PACKAGING SERVICES As part of the Packaging Services, Supplier will: x x x 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 LS&Co. - Attachment 2.3.2 - Description of Services - Information Technology Services - DeskSide Support Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. . Utilize the existing tool set to generate the Package deployment success and failure reporting 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. 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. 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. 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). 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 x x x x x x x x x x x x x x x x x x LS&Co. - Attachment 2.3.2 - Description of Services - Information Technology Services - DeskSide Support Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. x x x x x x x x x x x x x x x x x x x x x x x x x x x CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Principal Activity 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. 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. Define and check for particular Software signatures. Check the presence and version of Software on specific devices. Provide ad-hoc/on-demand reporting to LS&Co. as needed. Update Asset Management and Configuration Management Systems. Remedy any defects relating to Packaging of a Package that are identified before, during or after deployment of the Package. Determine the compatibility of End User Software with other Software in the Services Environment in accordance with the Software Certification Services Provide Test Labs and utilize the existing tools being used for application packaging 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: that the Package functions correctly within the Services Environment; that the Package was packaged in accordance with the Packaging Standards; and 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; LS&Co. - Attachment 2.3.2 - Description of Services - Information Technology Services - DeskSide Support Page 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 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; 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; 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. Inventory Management Conduct spares forecasting for the Break / Fix Services across corporate and retail environment. 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. Maintaining inventory levels and working with the OEM for end user devices under warranty for parts shipment and replenishment of stocks Minimize space requirements by using appropriate processes, including just in time delivery of Equipment. 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 x x x x x x x x x x x x x x x x x x x x x LS&Co. - Attachment 2.3.2 - Description of Services - Information Technology Services - DeskSide Support Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 x x x 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. 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 LS&Co. will own all spares and the shipment material and cost of spares Pull & Ship from Depot locations. Manage return shipping and repair of damaged components 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 x x x x x x x x x 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 Define the policies will be followed as part of the asset update / management process 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 X X X Procurement Management X X X LS&Co. - Attachment 2.3.2 - Description of Services - Information Technology Services - DeskSide Support Page 12 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 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 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. Image Management Create, test, certify, manage, update and maintain standard images (including “gold master” images or equivalent) for all Corporate and Retail Workstations. Provide Media, License Information, Test Lab, Testing Hardware Identify Pilot Testing Users Discuss deployment plan and target devices Deploy LS&Co. approved software images to Workstations as applicable. 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 1. PROJECT POOL HOURS PROJECTS x x x x x x x x x x x x x x x x x x x x x x x x x x x 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 LS&Co. - Attachment 2.3.2 - Description of Services - Information Technology Services - DeskSide Support Page 13 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION • 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 14 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 * 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]* under this Agreement are categorized into the following Processes: • • • Incident and Major Management Process Service Request Management Process Problem Management Process • Change Management Process LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION • 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). 2. CROSSS 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. ****]* [**** **** ****]* All Incidents Provide available LS&Co. Incident Management policies, standards and procedures. Receive and log all Incidents (including submissions received by telephone, electronically, X X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. or other means approved by LS&Co.) and open an Incident Record. Provide Incident investigation, diagnosis, impact analysis, and reclassification as required. Utilize and update the Incident Management System with all relevant information relating to an Incident. Make an initial determination of the potential resolution. Prioritize and escalate Incidents from VIP or Executive Users. 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. 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. Resolve Incidents arising from or related to the Services, including break/fix hardware and Software support Act proactively, and coordinate with all other parties (including Third Parties) as needed in order to resolve Incidents. Transfer Incidents within specified time limits to the appropriate party without compromising Service Levels or Security requirements. Provide or coordinate the final resolution to the Incident. Escalate Incidents to the appropriate levels for resolution in accordance with escalation procedures X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. approved by LS&Co. Escalate an Incident where the Incident cannot be resolved within the relevant Service Levels or agreed timeframe Close escalated Incidents after receiving confirmation from the affected Authorized User that the Incident has been resolved. 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. Retain overall responsibility and ownership of all Incidents until the Incident is closed, subject to LS&Co. approval. Track and report the progress of resolution efforts and the status of all Incidents Keep LS&Co. informed of changes in Incident status throughout the Incident Lifecycle in accordance with agreed Service Levels Leverage the LS&Co. Service Knowledge Management System to assist with the resolution of Incidents 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. 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. Incidents That Do Not Arise From or Relate to IT Services Record the Incident and open an Incident Record. Transfer the Incident to the appropriate person or entity for resolution or to provide guidance X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. X X X X X X X X X X X X X X X X X X Transfer Incidents within specified time limits to the appropriate party without compromising Service Levels or Security requirements. Provide status updates to Authorized User within agreed Service Levels. Incidents Only Partially Related to IT Services Continue to work toward resolution of the relevant part(s). Transfer the remaining part(s) to the Service Desk, without compromising Service Levels Provide status updates to Authorized User within agreed Service Levels. Incident Escalation Support and reasonably assist with the creation of an escalation procedure to be documented in the Procedures Manual. Review the Supplier developed process for escalation of Incidents, and if acceptable to LS&Co., approve such procedures. Provide appropriate business feedback and responses to Provider upon request for critical events and major Incidents. 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 X X X X X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. escalated to the next higher Priority level Investigate and diagnose activities to identify Workarounds for each Incident Incident resolution activities to restore normal service in compliance with the Service Levels Resolve Incidents by matching Incidents to Known Errors that are stored in a Known Error Database Escalate Incidents to the Supplier’s and/or LS&Co. management team Generate a Problem Record from an Incident Generate Requests for Change (RFCs) where necessary for the implementation of Workarounds 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 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 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: X X X X X X X X X X X X X X X X X X X X X X X X X X X 1. Nature of the Incident 2. Estimated time to completion 3. Potential short-term alternatives Provide the monthly report in electronic copy in a LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION format agreed to with LS&Co., which at a minimum includes X X X 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: X X X 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 Post successful resolution, document resolution within Incident Management Tool and initiate Incident closure via Service Desk as and when required. Integrate Supplier Incident Management tool to LS&Co. Incident Management tool X X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 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 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 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) 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 X X X X X X X X X 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 LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 2 3 Medium 2 - Somewhat Critical 2. Impacting 25 to 50 people or cost between 25 to $50K 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 2 3 High Medium Low 1 - Most Critical 1. Impacting >50 people or cost of $50,000 2 - Somewhat Critical 2. Impacting 25 to 50 people or cost between 25 to $50K 3 - Less Critical 3. Impacting less than 23 people or cost of less than $25K 4 - Not Critical Priority Impact Urgency 1 2 2 3 3 3 4 4 5 1-High 1-High 2-Medium 2-Medium 1-High 3-Low 3-Low 2-Medium 3-Low 1-High 2-Medium 1-High 2-Medium 3-Low 1-High 2-Medium 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. >50 Users impacted or > $50,000 LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY e.g. Network connectivity down, critical application unavailable, unable to access business data Critical or Negative impact on services provided to the business, affecting production e.g. All or a portion of a less critical application unavailable, degraded network performance 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. No current of imminent impact to business services. Irritation. 2 3 4 CONFIDENTIAL EXECUTION VERSION and Time to Impact is less than 4 hours >50 Users impacted or > $50,000 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 Not qualified for P1 or 2, but still has an impact on users 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. **** ****]* LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. Provide LS&Co. specific Service Request procedures X X X Document and maintain the LS&Co. Provided Service Request procedures in the Procedures Manual. Ensure that all Service Requests receive appropriate LS&Co. approval before beginning work. 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. Fulfill all standard Service Requests that have been approved by LS&Co. in accordance with the Procedures Manual and Service Level (if applicable) Fulfill all non-standard Service Requests in a manner and on a timeline mutually agreed with the LS&Co. Cooperate with and participate in meetings with other providers, as required or requested by LS&Co., to enable fulfillment of a Service Request. Provide accurate and regular status updates for all Service Requests assigned to Supplier Provide a self-service capability to allow users to check the status of their Service Requests. Maintain a knowledge management system to support the management of Service Requests. The knowledge should include resolution information on Service Requests. X X X X X X X X Work effectively with LS&Co. and other Third Party Contractors regarding fulfillment activities for Service Requests. X Maintain and update a Service Request management system with each Service Request in accordance with LS&Co.’s Service Request procedures. Subject to LS&Co.’s approval, establish and maintain Service Request Escalation Procedures. X Liaise with Change Management to ensure that Service Requests follow the Change Management X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 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. 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. Integrate Supplier Request Management tool to LS&Co. Service Management tool LS&Co. Process Owners will provide Service Request Management Process Training using the “Train the Trainer” format to Supplier Leads X X X X X X 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 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 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 X X X X X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 12 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 Provide available LS&Co. Problem policies, standards and procedures. Retain overall responsibility for all Problems allocated to the Supplier until the Problem is closed, subject to LS&Co.’s approval Establish and maintain Problem allocation rules and procedures, as defined by LS&Co. Approve or reject the Problem Management procedures submitted by Supplier for approval. 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. Track and report any backlog of unresolved Problems on at least a monthly basis to LS&Co., or more frequently as requested. 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 Supplier **** ****]* [**** LS&Co. **** X ****]* X [**** X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 13 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 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.. Perform trend analyses on the volume and nature of Problem. Ensure Root Cause Analysis (RCA) are completed for all identified problems and permanent fixes are identified and implemented Ensure Known Error Database (KEDB) is updated with appropriate workarounds and fixes Analyse Problems guidance or advice trends, and recommended actions. Collating Problem information regarding suggested improvements to Supplier’s Services. Develop an action plan on a quarterly basis to address suggested improvements Reviewing and implement the action plan with LS&Co.’s approval X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 14 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. Monitoring and reporting on progress and improvements made and reporting on the percentage of actions completed within the target completion date. Conduct Problem Management Meetings and attend Problem Management Meeting as scheduled by LS&Co. Inform LS&Co. if Problems exceeds or are expected to exceed their target Resolution Times. Escalate issues to the appropriate levels for resolution in accordance with escalation procedures approved by LS&Co. Verify with all involved parties that a Problem is resolved before recommending it for closure. Approve the closure of a Problem Ticket Report to LS&Co., which can be via Service management tooling, each Problem that has been resolved. LS&Co. Process Owners will provide Problem Management Process Training using the “Train the Trainer” format to Supplier Leads X X X X X X X X X X X X LS&Co. specific Problem Trainings - Onboardring and Orientation Trainings for all new employees / joiners aligned to support. X X Changes to the Problem Management process globally 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 X X X X 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 X X X X X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 15 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 **** ****]* [**** Provide available LS&Co. Change Management policies, standards and procedures. Retain the ownership of the overall Change Managements Process globally Integrate Change Management Process and other Service Management Processes with the Cross Functional Change Management LS&Co. **** X ****]* X X X X X [**** X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 16 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. Specify “freeze” periods during which the Supplier will not make any Changes. Retain the ownership of overall CAB meetings X X X X X X Collaborate as required by LS&Co. in the operation of the overall X X X X X X CAB by providing input including: 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 Approve Changes according to the Change Authorization Matrix as per LS&Co. Change Management Process. 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. Provide status update reports and summary reports at the frequency and in a format agreed with LS&Co., during Service Management meetings. Summarize the Changes made each week, and report the information to LS&Co. on a weekly basis Supplier shall manage the effective entry of Change Records into the Change Management Tool 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: 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. X X X X X Third Party X X X X X X X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 17 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. X X X X X X X X X 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 Review proposed Changes, schedule all Service Providers and obtain all necessary approvals in accordance with the approval matrix for proposed Changes. Provide advice to LS&Co. if the initial review indicates the Priority Level should be altered In an emergency, Supplier will gain authorization from the Emergency Change Advisory Board to implement an Emergency Change in accordance with Change Management procedures. Approve Emergency changes as per LS&Co. Change Management Process. 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 Collect data on every Change attempted (in-scope services). Such data shall include: 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. Integrate Supplier Change Management tool to LS&Co. Service Management tool Integrate the Supplier Change Management Tool X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 18 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. with the other Cross Functional and Supplier Service Management Processes and Tools. LS&Co. Process Owners will provide Change Management Process Training using the “Train the Trainer” format to Supplier Leads LS&Co. specific Change Management Trainings - Onboarding and Orientation Trainings for all new employees / joiners aligned to support. Changes to the Change Management process globally 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 X X X X X X X X X 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 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. LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 19 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Principal Activity Provide available LS&Co. Knowledge Management policies, standards and procedures. Retain the ownership of the overall knowledge Management Process globally Integrate Knowledge Management Process and other Service Management Processes with the Cross Functional Change Management Retain the ownership of all Knowledge Articles CONFIDENTIAL EXECUTION VERSION Supplier **** ****]* [**** LS&Co. **** X ****]* X [**** X X X X X X X X X X Implement actions defined in the communication improvement plan as directed by LS&Co. Support LS&Co. activities to audit the knowledge base contents to ensure the correctness of the data and information contained therein. 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 X X X 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 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 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 X X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 20 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 • • • • Assist LS&Co. when it audits the Configuration Management process once in a quarter • • Develop a Configuration Management process and procedures manual and regularly update this manual 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 Provide Configuration Management reports on monthly basis The following table gives the activities and responsibilities of Supplier and LS&Co. Principal Activity Supplier **** [**** ****]* [**** LS&Co. **** Define and provide current LS&Co. Configuration Management requirements and policies Define configuration management policies Review Provider requests to make changes to CI records, and if acceptable to LS&Co. approve such request. Define CIs Review CMDB database environment changes submitted by Supplier for approval and, if acceptable to LS&Co., approved such requests. X X X X X X Categorize CIs Define CI unique identifiers Define CMDB structure X X X X X X X X X X X X ****]* X X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 21 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. Map CIs to Services Define the scope of CMDB audits as required in the LS&Co. approved Configuration Management plan. Defining access rights to CMDB Recording CI details in CMDB as a part of the daily operations as and when a device status changes X X X Update CMDB Setup Definitive Media Library (DML) Update Definitive Media Library (DML) Provide feedback and recommend improvements to the Configuration Management plan to LS&Co. 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 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 X X X X X X X X X X X X X X X X X X x X X X X X LS&Co. – Attachment 2.3.3 – Description of Services – Information Technology Services – Cross Functional Services Page 22 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 2.3.4 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION ¤ Server security ¤ Patch management ¤ Anti-virus ¤ 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 • Upgrade • Decommissioning ¤ Database administration •Middleware (Web) Management & Support ¤ Monitoring ¤ Administration/Troubleshooting ¤ Server Deployment ¤ Architecture ¤ Cluster LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION ¤ 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. [**** **** ****]* [**** **** ****]* Infrastructure and Application Monitoring 1. Event management 2. Automated alert monitoring - Integrate existing toolset with ServiceNow directly or via a Manager of Managers (MoM) 3. Manage and configure event correlation rules as per the requirement and feasibility 4. Manage event management topology 5. Configure / Maintain Service Now CMDB 6. An LS&Co. CMDB will be used to manage Event Management, Supplier would be responsible to update any new CI in to CMDB 7. Create, Maintain documentation of Service Now CMDB relationships 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 9. Install agents (wherever supported), configure standard monitoring and support the existing infrastructure monitoring toolset X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 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. 11. Maintain documentation for system monitoring including - overall landscape - monitoring interfaces - monitored metrics 12. Provide routine reporting of total systems and monitoring compliance. 13. Maintain & Report license inventory for monitoring applications using existing LS&Co. Tool set or Process 14. Coordinate with Suppliers on maintenance renewals for monitoring tools. 15. Timely procurement of the licenses and maintenance renewal 16. Supplier team will follow the guidelines and maintain the design as architected by LS&Co. engineering team to minimize licensing requirements. 17. Build & implement workflows in the existing LS&Co. System Center Orchestrator as per business need and feasibility 18. Obtain approval from LS&Co. prior to implementing new solutions that could impact license counts. 19. Create, Maintain & Support interfaces both to and from monitoring applications. X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. X X X Examples: SCOM>Orchestrator>Service Now, UNIX>TEC>Service Now Examples: SCOM>Orchestrator>Service Now, UNIX>TEC>Service Now 20. Implement monitoring application upgrades 21. Provide infrastructure for monitoring tools’ upgrades as needed 22. Create, Maintain, Tune monitoring thresholds and overrides 23. Migrate monitoring agents as necessary to support infrastructure or application server changes. 24. Execute monitoring snoozes as requested to support planned and unplanned maintenance. 25. Troubleshoot monitoring snooze errors 26. All LS&Co. servers will be monitored proactively using the capabilities of existing infrastructure monitoring tools. 27. Implement Supplier Fixometic tool set increasing Self improved operations Help/Self Heal capabilities for management and Maintain runbooks of command center activities 28. BIR (Business Impact Reporting) notification. Supplier to perform reporting to LS&Co. senior management on business impacting issues Batch Monitoring 29. Batch Service Level adherence 30. Job holds ( one time change) 31. Critical job monitoring Incident Management 32. Incident detection & recording 33. Monitoring P1/P2 queues to look for high impact incident 34. Perform First Level Issue Resolution. 35. Incident Life Cycle management 36. Incident classification – As per LS&Co. policy 37. Investigation & Diagnosis- Diagnosis of Incident through appropriate questioning 38. Initial Support- Resolution of Standard Problems X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. using SOPs & Knowledge Base 39. Escalation- Escalate to Onsite Support or appropriate technology resolver group, Advance Notification of Critical Incidents 40. Incident Closure – Follow-up with support groups and close incident and after closure user acceptance 41. Serve as Communication Channel for Third Parties, Service Owners & Resolver Groups 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 43. Drive global problem management -Business Impact determination -Root cause identification -Implementation of preventative measures - Execute Open Risk Reporting 44. Maintain (Create, Modify) run book documentation for all problem & incident management processes 45. Execute problem management for all business impacting tickets & repetitive P1 & P2 tickets 46. Supplier designated operations manager will decide on the required attendees who need to attend daily operations meeting 47. Manage global communications to LS&Co. stakeholders and support providers for P1/P2 outages 48. Lead Outage calls with resolver teams to restore service for all outages and business impacting incidents. 49. Maintain detailed incident analysis logs for all outages and business impacting incidents. Access Management 50. Providing requisite access / rights X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X 51. Approval and tracking of data center access for support personnel and Suppliers. Continual Service Improvement 52. Service Measurement, Reporting & Improvements Service Level Management 53. Service Levels Adherence 54. Manage Metrics (Job stats, P1/P2 KPI’s) 55. Lead daily OPS meeting 56. Lead Incident Outage Reviews 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. 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 LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 Server Standards and Architecture 1. Participate in, and recommend, architecture and standards Engineering 1. Maintain implementation standards 2. Document and publish implementation standards 3. Ensure implementation standards are consistent with approved technology standards 4. Ensure adherence to standards 5. Manage exceptions to standards (one-offs) 6. Document, publish and maintain operational processes to support services 7. Review and approve exceptions to standards 8. Review and approve operational processes Server Procurement [**** Supplier **** ****] [**** **** ****]* LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. Server Support Services and Related LS&Co. Responsibilities 9. Manage Bid Process 10. Manage Supplier contracts/relationships X X X 11. Maintain POs with Suppliers, place orders, monitor fulfillment 12. Manage invoice payment 13. Receive hardware, software and supplies in the data center, check for damage and reconcile to order/inventory Server Configuration Management 14. Define standard server images to meet LS&Co. various computing environment requirements 15. Develop guidelines of how to build and configure servers and system images 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 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. 18. Execute the Jump Start Procedure as requested by LS&Co. 19. Maintain the current version of each LS&Co. master image on a network accessible device 20. Maintain documentation of servers and system images 21. Develop/Define server/system images to meet changes in requirements X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center X X X X X X X X X X X X X X X X X X Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Server Support Services and Related LS&Co. Responsibilities 22. Manage/maintain the build process to support the changes to server/system images 23. Continually update and maintain the CMDB for additions, changes and redeployments of all hardware and software based on the Supplier’s provided updates. 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 25. Track ,identify and remediate differences between implemented server configurations and LS&Co. approved configurations (e.g. version control) 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. 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.) 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 29. Provide the Supplier for physical asset disposal Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X Page 10 LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Server Support Services and Related LS&Co. Responsibilities 30. Provide access to application teams to perform install/troubleshooting as requested 31. DHCP server set up 32. Implementation and migration of system configurations, operating systems, utilities, security and LS&Co. applications 33. Participate in weekly CAB to represent changes/tasks being performed by Operations staff 34. Ensure systems are configured, tested and certified per agreed upon gate-keeping and QA process 35. Coordinate with hardware/software Suppliers as required to complete on-site build process 36. Manage delivery of new systems to designated locations and the server build process 37. Coordinate delivery of replacement systems to designated locations and the server build process and execute installation in Data Centers and Campus locations 38. Plan and execute move/add/change requests within autonomous change windows and freeze periods that will vary by application & business unit. 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 X X X X X X X Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Server Support Services and Related LS&Co. Responsibilities 40. Identify and perform all necessary backups for back out and recovery configurations prior to add/move/change request execution 41. Communicate any additional requirements to support move/add/ change requests 42. Coordinate functional testing with responsible LS&Co. staff or other providers after the add/move/change - verifying correctness of the change 43. Recertification of hardware after redeployment 44. Review server configuration requirements prior to execution of work order 45. Ensure servers are fully configured according to LS&Co. architectural design Hardware Maintenance 46. Coordinate with hardware maintenance service provider to perform server and peripheral hardware maintenance services as needed 47. Identify ,coordinate and execute break-fix, and reconfiguration 48. Notify LS&Co./Facilities provider of planned site visits as needed 49. Coordinate warranty maintenance and replacements with third parties when applicable 50. Coordinate non-warranty maintenance and replacements with third parties when applicable 51. Coordinate in-scope hardware repair X X X X X X X X X X X X Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 12 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Server Support Services and Related LS&Co. Responsibilities 52. Review and approve replenishment requests 53. Abide by manufacturer warranty guidelines Server Monitoring, Administration and Support 54. Populate and maintain LS&Co. owned Knowledge Base 55. Create and maintain operational process documentation 56. Print server queue management 57. Share and access management 58. Cluster administration and management (Incident, Problem, Change, and Configuration Management) 59. Active Directory administration and management (Incident, Problem, Change, and Configuration Management) 60. SCCM administration and management (Incident, Problem, Change, and Configuration Management) 61. Define monitoring conditions, event correlation rules, alerting thresholds and notification/escalation procedures 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. 63. Provide daily representation in Operations calls to discuss outages and provide status on RCA 64. Monitor VMware host health 65. Installation of system monitoring tools agents X X X X X X X X X X X X X Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 13 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Server Support Services and Related LS&Co. Responsibilities 66. First Level Troubleshooting and Ticket Handling 67. Problem Management, Root Cause Analysis etc. 68. Manage system monitoring tool thresholds 69. Implement continuous improvement program to include automated tasks/functions which are being performed manually 70. Recommend enhancements to improve the monitoring solution based on day to day observation and problem incidents experienced 71. Implement new system monitoring for problem incidents and non-impacting events (i.e. near misses) undetected by the monitoring service 72. Submit recommended system configuration improvements based on Incident Root Cause Analysis 73. Respond to automatic paging and escalations associated with server monitoring events 74. Provide notification of critical system monitoring event 75. Provide recovery assistance for applications 76. Resolve system problems 77. Log File maintenance and archival 78. Address audit Findings 79. Maintain directories, directory structures and naming conventions 80. Administer and manage batch processing activities, including: Administer and manage CRON jobs, Create, enhance and manage shell script X X X X X X X X X X X X X X X Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 14 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Server Support Services and Related LS&Co. Responsibilities 81. Prioritize and schedule batch jobs to optimize use of processing windows 82. Engage technology Suppliers for problem and incident resolution, including opening tickets with other third party suppliers as required 83. Maintain 24x7 on-call schedule and provide 24x7 on- call support for escalation 84. Define health maintenance strategy for server environment including but not limited to monthly security patches, performance & maintenance patch bundles, etc. 85. Execute health maintenance strategy for server environment 86. Maintain firmware/driver currency of Servers and Peripheral hardware to LS&Co. defined standards 87. Configure monitoring settings or tools as specified in change requests 88. Proactively propose and implement monitoring as needed with existing tools 89. Evaluate, select and pilot monitoring technologies 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 91. Perform the daily, weekly and other (as required) system backups and restores Performance Tuning X X X X X X X X X X X Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X 92. Define key Application performance indicators (KPIs) X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 15 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Server Support Services and Related LS&Co. Responsibilities 93. Define key System performance indicators that map to application performance indicators 94. Establish baselines and repository of historical metrics for performance indicators 95. Troubleshoot, analyze and recommend changes based on performance against thresholds 96. Deliver optimal system performance 97. Identify, recommend & provide support for overall solution improvement and cost savings, e.g., server consolidation, virtualization 98. Scheduled and ad-hoc server health checks, server drive performance including remediation 99. Provide regular and ad-hoc performance reporting, including historical data reporting and trending, as well as direct access to reporting tools 100. Perform comparative analysis of performance data in support of configuration recommendations Server Security 101. Attend security SWAT meetings as necessary 102. As identified or upon LS&Co. request, perform vulnerability mitigation 103. Define security requirements for server builds, including access control, server hardening, IDS/IPS sensors, etc. 104. Implement post OS hardening or OS changes to meet defined security requirements X X X X X X X X X X X Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 16 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Server Support Services and Related LS&Co. Responsibilities 105. Annual review of baseline security requirements 106. certifications) of server security including remediation Perform periodic and ad hoc health checks (re- Conduct Monthly review of security service 107. effectiveness, status on outstanding alerts, hardening and access control, defects, patch currency, violations, remediation plan updates including 108. Review the results of quarterly security service audits and approve remediation plans 109. Execute and maintain security response plan 110. Report server policy compliance using Symantec CCS SM tool 111. Review and approve security response plan 112. Comply with LS&Co. security standard policies and processes Patch Management 113. Attend monthly patch meetings and provide input and recommendations on risk ratings. 114. Perform Patching, Emergency Patch Management (VMware, HW, Windows, Unix and Linux) 115. Monitoring servers post patching to ensure operational integrity 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 X X X X X X Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 17 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. Server Support Services and Related LS&Co. Responsibilities 117. Supplier team will scheduled a patch at a specific time as agreed and approved by LS&Co 118. Frequency of patch update will be decided by LS&Co. CAB in consultation with Supplier 119. Apply all approved patches in the automated patch management tool 120. Scanning servers to ensure deployment is 100% successful 121. Reporting on the patch update 122. Applying Group policy for updating Windows update key on servers on the Organizational Units wherever it is not present 123. Deploying patches manually on cluster servers and all other servers that are not updated automatically / that require manual patching 124. Operating system service pack and security patch upgrades (Windows Servers) Anti-virus Management for Servers 125. Apply AV software upgrades Major Incident Management 126. Assess severity of outages to initiate major incident management process, is appropriate 127. Lead the incident management process 128. Notify major incident manager Operating System Administration 129. Determine/Define initial optimal performance settings for O/S parameters (for new applications) X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center X X X X X X Page 18 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Server Support Services and Related LS&Co. Responsibilities 130. Manage and configure optimal performance settings for O/S parameters 131. Monitor performance adjustments for impact on the application 132. Define and document OS maintenance plan 133. Manage O/S kernel parameters 134. Troubleshoot O/S problems and work with Supplier to resolve O/S issues 135. Perform O/S Upgrades 136. Create file systems and/or logical volumes 137. Define startup/shutdown procedures for O/S and other non-O/S software 138. Review and approve startup/shutdown procedures for O/S and other non-O/S software 139. Perform scheduled startup/shutdown of O/S, Hardware, and other non-O/S software 140. Perform ad-hoc startup/shutdown 141. System Load Test including Execution and Technical Analysis 142. Manage and Test of OS, BIOS and Firmware Patch and Updates; with LS&Co. approval on software version 143. Restart the Hardware and O/S after Failure 144. Manage User Accounts and Groups (AD and local) 145. Restart and notification after failure of applications X X X X X X X X X X X X X X X Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 19 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Server Support Services and Related LS&Co. Responsibilities 146. Maintain Service Packs, Firmware, and Device Drivers at N-1 levels. VMWare Host Management 147. Data store administration and management 148. VLAN administration and management 149. Maintain Host health 150. Perform migrations to/from clusters as necessary to support physical-virtual and virtual-virtual migrations 151. Incident, Problem, Change, and Configuration Management 152. Deploy new ESX hosts 153. Create new VM instances within host 154. Resize VM Resources on VM instances [user VMs / user requests, vCops reporting] 155. Migrate VMs across servers 156. Configure VMs with storage and back-ups Failover Testing and Management 157. Develop & Define failover / high availability model for systems 158. Support failover / high availability model for systems 159. Create schedule for failover testing 160. Coordinate and support failover tests 161. Report on success or failure of failover testing 162. Correct configuration issues for high availability systems X X X X X X X X X X X X X X X X Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 20 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Server Support Services and Related LS&Co. Responsibilities Infrastructure Tools / Misc. 163. OS and server software package creation, testing, and deployments 164. Provide temporary access or oversight to application teams for purposes of SW troubleshooting, problem remediation, and installations 4. BATCH JOB SCHEDULING & MANAGEMENT Supplier LS&Co. X X X X X X 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: Performing restart as per Standard operating procedures for job failures related to critical Applications • Monitoring batch job runs • Logging of incidents • Monitoring Job Failure only for Critical Applications (other job failures are managed by respective application teams) • • Notification and escalation to higher levels of support • Knowledge base maintenance and quality assurance initiatives • 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. [**** **** ****]* [**** **** ****]* Infrastructure and Application Monitoring 1. Monitoring of Batch Jobs on LS&Co. systems 2. Running Jobs on Adhoc Basis (Unscheduled) 3. Killing / Re-Running of Jobs as per customer X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 21 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. request 4. Scheduling of New Jobs / Modifying existing Jobs 5. Batch Scheduling Tool installation 6. Migration from Chronological to Batch Scheduling Tool 7. Job Failure Debugging for Infrastructure related jobs 8. Scripting / Automation of Minor Tasks 9. Installing Batch Scheduling Agent 10. Batch Scheduling Tool Configuration 11. Performance Management for Batch Scheduling 12. Perform software upgrades for scheduling tool ( IBM TWS) 13. Patching on Batch Scheduling applications 14. Scripting / Automation of Major/ Complex Tasks 15. Recovery of Batch Scheduling Servers & Schedules from failure 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 17. Planning and Implementing Security for Batch Scheduling Tools 18. Designing and Architecting Batch Scheduling Solution 19. Planning Architectural Changes 20. Monitoring of Batch Jobs on LS&Co. systems 21. Running Jobs on Adhoc Basis (Unscheduled) 22. Killing / Re-Running of Jobs 23. Scheduling of New Jobs / Modifying existing Jobs 24. Batch Scheduling Tool Installation 25. Migration from Chronological to Batch Scheduling Tool 26. Job Failure Debugging X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 22 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 27. Scripting / Automation of Minor Tasks 28. Remove/Delete jobs from the schedule upon request. 29. Execute special month end/year end processing as per standard process. 30. Manage scheduling changes to support daylight savings time changes 31. Create, maintain security within scheduling systems. 32. Request accounts as required to execute batch jobs 33. Create, Maintain documentation for scheduling including - overall landscape - scheduling systems - Job intra-relationships - Job definitions - Job runtime details 34. Maintain & Report license inventory for scheduling applications using existing LS&Co. Tool set or process 35. Coordinate with Suppliers on maintenance renewals. 36. Design & Implement solutions to minimize licensing requirements. 37. Work with LS&Co. leadership prior to implementing new solutions that could impact license counts. 38. Maintain monitoring thresholds and overrides 39. Migrate scheduling agents as necessary to support infrastructure or application server changes 40. Restart batch schedule as required to support unplanned system outages. Must have knowledge of job dependencies and intra-relationships. 41. Support TWS job modifications as required supporting planned system maintenance. X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 23 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity 42. Modify jobs and schedules. 43. Manage daylight savings times job schedule changes Supplier X X X X X X LS&Co. 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 [**** **** ****]* [**** **** ****]* 1. Storage Area Network (SAN) requirements and design, including topology ([****]*), Hardware & software selection 2. Develop, document, publish and maintain LS&Co. Storage Technology Reference Architectures 3. Develop, document, publish and maintain LS&Co. Storage Technology Roadmaps 4. Ensure technology standards are consistent with approved LS&Co. enterprise architectures 5. Define Storage Area Network (SAN) implementation & configuration guidelines (HW & SW) 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) 8. Define security hardening and access standards for storage infrastructure 9. Maintain documentation and implementation standards X X X 10. Review and approve implementation standards X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 24 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Storage and Data Management Services and Related LS&Co. responsibilities 11. Ensure implementation standards are consistent with approved technology standards 12. Ensure adherence to standards and perform remediation 13. Manage exceptions and/or changes to standards 14. Review and approve exceptions to technology standards Life Cycle Management 15. Determine asset (hardware and software) replacement cycle 16. Develop and review the criteria for determining replacement of assets 17. Coordinate, manage, and execute migrations and other associated tasks to support replacement of assets 18. Identify recurring equipment problems to enable refresh planning process 19. Identify and document migration requirements from old to new equipment 20. Recommend asset replacement and disposal process 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 22. Provide the Supplier for physical asset disposal 23. Recommend appropriate third party hardware/software maintenance strategy 24. Establish/estimate/manage total life cycle cost of device 25. Evaluate new products for consolidation into standards 26. Advise of service & performance enhancements available through new products or upgrades 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 X X X X X X X X CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 25 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Storage and Data Management Services and Related LS&Co. responsibilities 28. Review and approve the recommendations of the periodic lifecycle strategy reviews 29. Conduct quarterly periodic environment health reviews (including but not limited to currency of the assets) 30. Maintain SW/code levels at N-1 levels Storage Monitoring and Reporting 31. Define storage monitoring conditions, correlation rules, alerting thresholds, and notification/escalations procedures 32. Review and approve storage monitoring conditions, correlation rules, alerting thresholds, and notification/escalations procedures 33. Provide proactive monitoring and failure detection of storage environment, including hardware, capacity, data availability and performance, basic SAN fabric Monitoring, Performance Monitoring etc. 34. Respond to automatic paging associated with predetermined events 35. Installation, integration and on-going maintenance of storage infrastructure monitoring tools with the LS&Co. Enterprise Monitoring Framework 36. Recommend enhancements to improve the monitoring solution based on day to day observation and problem incidents experienced 37. Resolve storage environment problems 38. Instrument new system monitoring for problem incidents and non-impacting events (i.e. near misses) undetected by the monitoring service 39. Recommend changes to storage configurations when determined necessary 40. Attend weekly CAB meeting to represent all change/task assignments 41. Provide notification of critical system monitoring events 42. Provide recovery assistance for applications 43. Engage technology Suppliers for problem and incident resolution, including opening tickets as X X X X X X X X X X X X X X CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 26 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Storage and Data Management Services and Related LS&Co. responsibilities Supplier LS&Co. required 44. Maintain 24x7 on-call schedule and provide 24x7 on-call support for escalation 45. Evaluate and pilot monitoring technologies 46. Implement monitoring technologies 47. Operate monitoring technologies within the LS&Co. Support processes 48. Monitor backups and correct any abends 49. Monitor server side data error logs 50. Report on storage configuration & usage on a per system, application or per user basis (applies to disk and tape storage) Storage Administration 51. Troubleshooting and Ticket Handling 52. LUN/RAID management 53. Fabric Zone Management 54. Snapshot Management (Array, VMware, etc.) 55. HBA Configuration and decommissioning 56. Management of all storage devices (Data Archive devices, Array, NAS, Switches, etc.) 57. Populate and maintain LS&Co. owned Knowledge Base 58. Create and maintain operational process documentation Performance Tuning 59. Define performance indicators and monitor performance against these indicators 60. Establish baselines and repository of historical metrics for performance indicators 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 62. Troubleshoot, analyze and recommend changes based on performance against thresholds 63. Ensure optimal system performance 64. Review traffic volumes and patterns X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 27 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Storage and Data Management Services and Related LS&Co. responsibilities 65. Scheduled and ad-hoc storage health checks including remediation 66. Advise of required or recommended system configuration changes 67. Advise of performance enhancements available through new products or upgrades 68. Provide regular ad-hoc performance reporting, including historical data reporting and trending, as well as direct access to reporting tools 69. Perform comparative analysis of performance data in support of configuration recommendations 70. Install, configure and maintain any required performance management tools Storage Optimization 71. Proactively identify opportunities for storage optimization 72. Proactively make recommendations on identified opportunities 73. Provide monthly metric reports to indicate health and performance. Remediate as necessary. 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 75. Coordinate the preparation of the facility prior to the installation, move or redeployment of an asset 76. Coordinate with hardware/software Suppliers as required to complete build process 77. Perform necessary backups of data files prior to adds/moves/ changes 78. Schedule work activities to minimize impact to business operations 79. Communicate any additional requirements to support the move/add/change Storage Hardware Maintenance 80. Coordinate onsite / dispatch by Supplier technicians X X X X X X X X X X X X X X X X CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 28 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Storage and Data Management Services and Related LS&Co. responsibilities hardware maintenance service provider to perform storage hardware maintenance services as needed 81. Notify LS&Co. facilities of planned site visits as needed 82. Coordinate warranty maintenance and replacements with third parties when applicable 83. Perform manufacturer prescribed preventive maintenance 84. Provide sufficient and securable cabinets to store reference material and spare parts used for servicing on LS&Co. premises. 85. Coordinate hardware troubleshooting 86. Coordinate in-scope hardware repair 87. Obtain firmware and software fixes 88. Implement firmware and software fixes 89. Maintain and coordinate adequate spare parts inventories to perform storage hardware maintenance 90. Abide by Original Equipment Manufacturer (OEM) guidelines 91. Coordination of planned power maintenance activities 92. Backup data and configurations, as required, prior to maintenance services 93. Apply software fixes, updates and patches for the storage products and operational tools 94. Provide technical product support for storage systems hardware and software Configuration Management 95. Document, maintain and execute configuration management processes and ensure they are consistently followed 96. Review and approve configuration management processes 97. Maintain storage system configurations documentation 98. Configure Virtual SANs, Zones and LUNs X X X X X X X X X X X X X X X CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 29 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Storage and Data Management Services and Related LS&Co. responsibilities 99. Define configuration items to be captured in Documentation/CMDB 100. Continually update and maintain the Documentation/CMDB for all storage-related hardware and software 101. Provide an integrated change and configuration management plan/process - interface control for change, release and configuration management 102. Review and approve change and configuration management plan/process 103. Provide adequate configuration control in all areas 104. Support a configuration/asset management database (tools, technology and processes) Failover Testing and Management 105. Design failover/high availability architecture 106. Implement failover / high availability model for systems 107. Create schedule for failover testing and execute failover testing working with other service lines as needed 108. Support failover tests 109. Report on success or failure of failover testing 110. Correct configuration issues for high availability systems 111. Define and develop storage replication models 112. Review and approve storage replication models 113. Implement storage replication models 114. Monitor storage replication processes 115. Correct storage replication issues X X X X X X X X X X X X X 6. DISASTER RECOVERY SERVICES CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X Disaster Recovery Services Supplier LS&Co. [**** **** ****]* [**** **** ****]* 1. Maintain field site recovery bins at Data centers & X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 30 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Disaster Recovery Services Supplier LS&Co. Campus Locations with necessary utilities to be able to recover systems. Recovery bins typically include the following ([****]*) Also Supplier will create a DR bins and send it to locations where LS&Co. admin/staff can help in storing/maintaining it 2. Develop DR strategy 3. Develop and maintain comprehensive DR plan as it relates to all disciplines in this SOW 4. Review and approve DR plan 5. Maintain DR environment 6. Coordinate DR testing 7. Perform DR testing 8. Execute DR Procedures 9. Provide backup, business continuity and disaster recovery procedures 10. Execute back-up, business continuity and disaster recovery procedures 11. Provide proactive reporting, analysis and solutions 12. Build out DR environment. 13. Develop & Maintain DR test procedures X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X 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. Principal Activity Supplier LS&Co. [**** **** ****]* [**** **** ****]* Backup & Restore 1. Manage and respond to litigation / e-discovery requests 2. Monitoring of Backup and Restores 3. Monitoring of Drives / Robots X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 31 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 4. Performing Adhoc Backups 5. Inserting/ Ejecting Media 6. Planning and maintaining appropriate levels of Scratch Media 7. Assist in developing, revising, documenting and implementing Magnetic tape library procedures 8. Scheduling of New Backups/ Modifying existing Jobs 9. Performing Restores 10. Backup agents Installation 11. Debugging Backup Failures 12. Scripting / Automation of Minor Tasks 13. Identify tape-related production problems, fix them 14. Installing Agents, to include upgrades/repair 15. Planning Backup Policies and Storage Units, Pools 16. Tape Library Configuration and Administration 17. Online Backups for Databases, Mail Servers etc. 18. Backup Tool Configurations 19. Performance Management for Backup/Restore 20. Maintain backup schedule configuration items in the Configuration Management Database. 21. Optimizing Media Consumption 22. Upgrading Versions 23. Patching on Backup/Restore Tool 24. Scripting / Automation of Major/ Complex Tasks 25. Recovery of Backup/Restore Servers from failure 26. Restore from Legacy archive tape media using EMC Legato 27. Integrating with other tools: Enterprise Management Systems 28. Planning and Implementing Security for Backup & Restore Tools X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 32 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 29. Monitoring of Backup and Restores 30. Monitoring and managing data replication 31. Monitoring and managing data archive to include software and hardware 32. Monitoring of Drives / Robots Backup Management 33. Manual Triggering of backups which are not triggered automatically 34. Trouble Shooting for the failure jobs 35. Resubmitting the jobs depending upon error 36. Ensuring the Jobs Completion 37. Scheduling Backup jobs Restoration Management 38. Performing Restorations from backups 39. Performing Disaster recovery process Media Management 40. Tape Capacity Monitoring 41. Replacing bad and damaged tapes in the tape library 42. Performing Tape inventory before any backup 43. Loading and unloading tapes in the tape library 44. Relocating the tapes to offsite location 45. Prepare tapes for daily offsite transport 46. Supplier will coordinate with existing LS&Co. Tape vaulting Suppliers for tape movement to vaulting locations. 47. Availability of tape vaulting Suppliers at locations where tape vaulting is required and contracting signing with 3rd party Suppliers lies with LS&Co. 48. Maintaining tape and library inventory Tape Device Management 49. Checking connectivity between server, client, Storage etc. 50. Installing new Tape Library X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 33 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 51. Coordinate with Supplier for H/W replacements 52. Coordinate with Supplier for the Firmware up gradation 53. Reconfiguration of Tape library Backup Server Management 54. Installing new Backup Servers 55. Installing new Backup HW appliances 56. Reconfiguration of Backup server and/or backup appliance 57. Backup Integration & Implementation Backup Monitoring 58. Monitoring the Jobs 59. Creating daily,weekly,monthly and yearly backup report 60. Monitoring duplication process and catalog backup 61. Metrics reporting (consecutive failure report, Top 10 list, success rates, dedupe rate, job counts, tape consumption, tape inventory etc.) 62. Populate and maintain LS&Co. owned Knowledge Base 63. Create and maintain operational process documentation X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X 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 1. Define database standards and architecture Supplier LS&Co. [**** **** ****]* [**** **** ****]* X X X 2. Recommend database standards and architecture X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 34 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Database Management Services and Related LS&Co. Responsibilities 3. Maintain database standards and architecture 4. Participate in database design and review 5. Define requirements for physical database consolidation 6. Execute physical database consolidation per LS&Co. requirements 7. Participate in, and recommend, backup and recovery procedures (rows 7 to 12) 8. Define and implement LS&Co. requirements for database backup and recovery 9. Implement LS&Co. requirements for application database disaster recovery 10. Define requirements for specialized backup services such as backup to disk, virtual tape backups 11. Define & Implement database backup data requiring long term retention and for data requiring archiving 12. Define requirements for specialized storage services related to databases 13. Define requirements for different storage tiers for new or additional database requests 14. Define initial network (LAN and/or WAN) bandwidth requirements for database 15. Review and approve requirements documents for item nos. 2, 5- 12 16. Define performance requirements for different databases 17. Ensure technology standards are consistent with LS&Co. approved architectures 18. Participate in developing and maintaining implementation standards 19. Review and approve implementation standards 20. Document and publish implementation standards 21. Ensure implementation standards are consistent with approved technology standards 22. Ensure adherence to standards X X X X X X X X X X X X CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 35 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Database Management Services and Related LS&Co. Responsibilities 23. Manage exceptions and/or changes to standards 24. Review and approve exceptions 25. Document, publish and maintain operational processes to support services 26. Provide support for advanced database features such as database mirroring, log shipping, Always On, etc. 27. Install and configure database client tools to support application requirements Capacity Planning 28. Participate in, and recommend, capacity planning 29. Define key business metrics or indicators that drive database utilization 30. Identify key system metrics or indicators that drive capacity planning process 31. Collect capacity and performance data 32. Regular proactive analysis of capacity and utilization data 33. Provide exception notification and reporting on an on-going basis 34. Review and approve exceptions 35. Prepare and Lead quarterly capacity reviews, covering but not limited to: current period growth, trends, next period forecast, concerns and replenishment recommendations 36. Define rapid or on-demand capacity provisioning strategy, including methodology for maintaining surplus capacity 37. Review and approve provisioning strategy 38. Provide capacity replenishment recommendations in line with quarterly capacity reviews and on-demand provisioning strategy 39. Provide access to real-time capacity metrics and ad-hoc capacity planning reports 40. Capacity planning tool selection X X X X X X X X X X X X X X CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X 41. Review and approve capacity planning tool selection X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 36 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Database Management Services and Related LS&Co. Responsibilities 42. Define process for adding additional capacity 43. Review and approve process for adding capacity 44. Maintain custom scripts for database maintenance and reporting Operations Management 45. Install, configure, patch and perform minor /major upgrades to databases 46. Provide Assistance in Load Test 47. Create tables and indexes per application requirements 48. Plan, schedule and coordinate with all LS&Co. stakeholders around database patching activities 49. Monitor, diagnose and resolve database issues related to but not limited to installation, configuration and performance 50. Suggest implementation of appropriate database management tools across all database instances. 51. Support and execute data export and import requirements 52. Create copies of data/ databases as requested 53. Perform database refresh 54. Create and maintain database links 55. Plan table space reorganization 56. Execute table space reorganization 57. Monitor and manage database space 58. Maintain database inventory and license utilization 59. Create and maintain indexes per LS&Co. requirements 60. Support database hot backups 61. Create and manage database security and user permissions 62. Review and approve database security configurations/changes 63. Create and manage database user ids 64. Configure and manage database audit profiles X X X X X X X X X X X X X X X X X X X X CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 37 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Database Management Services and Related LS&Co. Responsibilities Supplier LS&Co. 65. Perform database recovery as needed 66. Perform database tuning on an ongoing basis 67. Perform database maintenance per LS&Co. requirements and schedule 68. Assist application debugging utilizing database logs and traces 69. Recommend database performance improvement measures on an ongoing basis Database Configuration Management 70. Define standard database configurations to meet LS&Co. various computing environment requirements 71. Reviews and approve database configuration standards 72. Maintain documentation of servers and database configurations 73. Continually update and maintain the documentation/CMDB for additions, changes and redeployments of database hardware and software 74. Track and identify differences between implemented server configurations and LS&Co. approved configurations (e.g. version control) 75. Maintain previous working state for database configurations for potential restoration 76. Configure the database so that applications software is able to perform per service levels 77. Ensure standards are consistent with approved architectures 78. Maintain exceptions to standards 79. Review and approve exceptions to standards 80. Evaluate any required non-standard products per business requirements 81. Reviews and approve any non-standards products 82. Perform database shutdowns and restarts and other maintenance activities as required. 83. Support data loading in Pre-Prod environments X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 38 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Database Management Services and Related LS&Co. Responsibilities Supplier LS&Co. 84. Populate and maintain LS&Co. owned Knowledge Base 85. Create and maintain operational process documentation X X X 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 ([****]*) ◦ ◦ HTTP Server ([****]* server) ◦ Application Server ([****]*) ◦ Amazon ([****]*) ◦ ◦ [****]* Content Delivery Network ([****]*) [****]* Local Traffic Manager Middleware (Web) Management & Support Supplier LS&Co. [**** **** ****]* [**** **** ****]* Monitoring 1. Web/App Server Monitoring using enterprise tools 2. Web/App Server Monitoring using existing scripts 3. Monitoring Connection Pools 4. Monitoring JMS Queues 5. Monitoring CPU utilization 6. Monitoring File Systems used by web/App servers 7. Monitoring various Web/App server Processes 8. Monitoring Log files (Access Logs, Error Logs, system Logs) Errors 9. Event Monitoring 10. Documented activates (SOP) X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 39 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Middleware (Web) Management & Support CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Middleware (Web) Management & Support Supplier LS&Co. Administration/Troubleshooting 11. Java/Admin Console Administration 12. Patch Administration 13. Log file administration 14. Web/App server Domain/Instance creation 15. Web/App server Performance Monitoring 16. Web/App server Performance Tuning 17. Deploying Applications 18. App Server Crash Dump Analysis 19. DNS management internal/external 10. PROJECT SUPPORT X X X X X X X X X X X X X X X X X X X X X X X X X X X 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) Implementation of SAP HANA and Sybase IQ 3. Projects performed by Supplier will fall into one of the following categories: Steady State Projects Project Pool Hour Projects • • • Major Projects 1. STEADY STATE PROJECTS Steady State Projects are Projects of less than or equal to 40 hours that: 0 LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 40 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION • 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 LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 41 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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.. 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 o Windows and VM Ware – 1.5 o Linux – 1 o Storage – 1 o 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. LS&Co. – Attachment 2.3.4 – Description of Services – Information Technology Services – Server Operations Center Page 42 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. • • 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 43 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. 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 5) the solution has taken place and that they are satisfied with the solution. 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 3. Scope of Services 3.1 General Services Account Management 1 Provide single point of contact and coordination for LS&Co. IT Incidents, Inquiries and Requests for Service. 2 Manage the day-to-day performance of the Service Desk team members. 3 Responsible for fulfilling Service Level Agreements and overall Service Desk performance. 4 Establish and execute a clear escalation process. 5 Provide recommendations on process improvements. Part of overall continuous improvement program. 6 Proactively review knowledge to ensure accuracy. Validate knowledge accuracy with Service Owners. 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. 8 Provide single point of contact and coordination for LS&Co. IT Incidents, Inquiries and Requests for Service. 9 Manage the day-to-day performance of the Service Desk team members. 10 Responsible for fulfilling Service Level Agreements and overall performance. Communication 11 Single contact point through multiple channels; toll-free number, Web Portal, Chat, Email 12 Provide the infrastructure for the call recording, call monitoring and ACD 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. 14 Approve IVR/ACD call prompts and standard messages 15 Provide telecommunications infrastructure to support voice and data communications between Service Desk and end-users. 16 Provide toll free numbers for all in scope countries/locations (where applicable is mutually agreed on between the parties). 17 Provide toll free numbers for LSA – North America and Canada 18 Ensures communication takes place with all parties where responsibility for resolving an Incident is in dispute, to ensure agreement is reached. 19 Issue broadcasts or other notices to provide status updates as required for planned and unplanned events (end-user impact) 20 Notify affected end-users of the progress on their reported Incident or Request 21 Communicate status to requestors of Incident or Request tickets. Set CONFIDENTIAL EXECUTION VERSION Supplier X LS&Co. X X X X X X X X X Supplier X LS&Co. X X X X X X X X X X LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Communication Supplier LS&Co. customer expectation in regards to SLA and communicate if agreement will not be met. 22 As a part of the operations if there is any new addition to the support environment for example a X new Application or a device, then the Service Desk will inform the relevant groups Maintain a continuous improvement program. Tied to specific time-bound objectives and results, includes but not limited to the following: 23 Audit performance results & operations monthly. Continuous Improvement Supplier X LS&Co. 24 Identify solutions that minimize the need to contact the Service Desk (e.g. additional End-User training, self-help opportunities, root cause analysis). 25 Work with IT Service Desk operational and technical staff to identify solutions that minimize the need to contact the Service Desk 26 Identify and report on all tickets that were not correctly managed. (i.e. Assignment, Cause, Classification, Documentation, Escalation, Prioritization, Routing, etc.) 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. 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. 29 Audit performance results & operations monthly. X X X X X X Customer Satisfaction 30 The service desk is responsible for confirming the client is satisfied 31 Verify acceptance of Services by seeking end-user confirmation results and level of satisfaction using established procedures 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. Exception Procedures 33 Develop and document exception procedures. 34 Document exception requests in LS&Co. ticketing system. 35 Review and approve exception procedures. 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 37 Creates an Incident Management Plan to establish an integrated process for Incident Management LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Supplier X LS&Co. X X Supplier X X Supplier X LS&Co. X LS&Co. X Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Incident Management Supplier LS&Co. CONFIDENTIAL EXECUTION VERSION identifying, documenting, monitoring, evaluating and controlling all Incidents through the lifecycle of the service and map where Incidents will be referred. 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). 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. 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. 41 Identify incident characteristics and find / Coordinate for root cause. 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 X X X X Knowledge Management 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. Supplier X LS&Co. 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. 46 Maintain Service Desk staff knowledge level through dedicated training and maintaining a dedicated knowledge database, Incident resolution scripts and Request fulfillment scripts. 47 Verify that the knowledge for each incident is either available and accurate, (not present or available and in-accurate) 48 Verify that the knowledge for a request for fulfillment is available and accurate,( not present or available and in-accurate) 49 Identify required knowledge through a proactive continuous improvement process. Detailed data drives the right decision on knowledge requirements. X X X X X 50 Define Service Desk policies. 51 Understand and adhere to LS&Co. policies Policies Supplier X LS&Co. X LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Problem Management 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. 53 Execution and maintenance of operational procedures, including Service Desk Procedures, Incident Management Procedures and Request Management Procedures Procedures Reporting 54 Manage and deliver management reporting according to agreed schedule and provide facility for ad hoc analysis. 55 Supplier to provide recommendations of necessary changes in ServiceNow for reporting and effective Service Desk function during the transition 56 Make suggested and any other changes in ServiceNow in order to enable reporting and trending analysis (during transition) 57 Provide necessary capabilities in the ServiceNow to extract necessary data for reporting purpose (during transition) 58 Monthly, Quarterly and Annual Operational reporting supporting Incident, Problem and Request Management services performed by the Service Desk. CONFIDENTIAL EXECUTION VERSION Supplier X LS&Co. LS&Co. LS&Co. X X Supplier X Supplier X X X X X 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. Request Management Supplier X LS&Co. 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. 62 Document and monitor the status and progress of all open Requests. If the Request is not getting X X the appropriate attention, initiate defined escalation procedures. Self-Help Support Services Supplier LS&Co. 63 Define Self-Help Support Services requirements and policies 64 Provide support, advice and recommendations to LS&Co. in connection with the development of Self-Help Support Services requirements and policies 65 Develop, document and maintain the Standards and Procedures Manual Self-Help Support Services processes that meet such requirements and adhere to policies 66 Review and approve such Self-Help Support Services processes 67 Implement, maintain and support Self-Help Support capabilities that enable End-Users to perform self-service administrative functions including X X X X LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk X Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Self-Help Support Services Supplier LS&Co. password reset, “How To” support through End-User access to knowledge databases and online Incident status checking. 68 Monitor and review the effectiveness of Self-Help Support Services capabilities and usage 69 Develop and provide recommendations for improvements to Self-Help Support Services capabilities 70 Review and approve recommendations for improvements to Self-Help Support Services capabilities 71 Implement approved recommendations for improvements to Self-Help Support Services capabilities 72 Mandate end users to use Self-Help support solutions 73 Inform end users and walk them thru to the Self Service solutions X X X X X X 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 75 Ensure that the tickets for assigned VIP’s to be assigned an elevated resolution priority as agreed with Customer 76 Maintain directory of VIP users and their assistants 77 Approve VIP Directory 78 Update ServiceNow with the VIP list Service Level Management 79 Manage escalation process according to Incident or Request for those tickets that are at risk or did not meet the defined SLA. 80 Manage Service Delivery against an ITIL model, ensure SLA’s are managed appropriately within this model 81 Delivery of SLA reporting monthly, reviewed with LS&CO.. Surveys 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 X X X X Supplier X LS&Co. X X Supplier X LS&Co. 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 Telephony 85 Set up IT Service Desk telephony and customized greetings with call routing. Need ability to transfer calls both internally and externally. 86 Review and approve the message templates of ACD greetings, e-mails and service interruption notifications Supplier X LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk X LS&Co. X Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Ticket Management 87 Track Incidents and Requests, keep the End User informed on ticket status and progress 88 Manage the full lifecycle of the Incident or Request tickets. 89 Ensures that all related Incidents are linked and managed to resolution. 90 Provides a single repeatable process for the capture and management of Incidents and Requests. 91 Monitor Incidents and Requests and escalate per policies and procedures until resolution and end-user satisfaction. 92 Escalation and coordination with Tier 2 Support Group & Tier 3 Support Group for internal resolution. 93 Ensure tracking is in place to update and monitor status of Incidents and Requests so they progress towards resolution CONFIDENTIAL EXECUTION VERSION Supplier X LS&Co. X X X X X 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 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 2 Provide adequate access to AD & password management tool to be able to perform use ID related activities 3 Employee & Contractor Administration - Coordinate On-boarding and off-boarding IT tasks specific , off-boarding 4 Employee & Contractor Administration - Coordinate employee transfers for IT related activities 5 Smartphone first level support to include device activation, synchronization, plan changes, disable/wipe devices, device upgrade, modify ownership, and troubleshooting. 6 Provide access to the smartphone management portal to perform first level support 7 Remotely repair configuration of all client components installed on end user’s PCs. 8 Push of approved packaged software using SCCM 2012 9 Provide adequate access to SCCM 2012 10 1st level Support of all end-user mobility devices approved to run in the LS&CO. environment. LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Supplier X LS&Co. X X X X X X X X X Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 11 Video Conferencing & Voicemail Services - Conference Room and AT&T service Reservations, voicemail accounts, PBX basic configuration, video conferencing Ticket Management CONFIDENTIAL EXECUTION VERSION Supplier X LS&Co. 12 Provide support to Common Off The Shelf Software (COTS), Packaged software ( for example, X Exchange - Contacts, distribution lists, mailbox, resource calendars, release quarantined attachments) 13 For first level resolutions based on SOPs e.g. Connections, share access Server 14 For first level resolutions based on SOPs e.g. Connectivity Network 15 For first level resolutions based on SOPs e.g. Restores Storage 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. LS&Co. Applications 4. Governance Supplier X Supplier X Supplier X Supplier X LS&Co. LS&Co. LS&Co. LS&Co. Weekly Update Meeting 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. Supplier LS&Co. X 2. Ensure that respective LS&Co. authorities attends these meetings X Monthly Meeting 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. Supplier LS&Co. X 4. Ensure that respective LS&Co. authorities attends these meetings X Quarterly Meeting Supplier LS&Co. LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Quarterly Meeting 5. 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, define new requirements, strengthen the partnership with our customers, and discuss potential cost reduction strategies 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. CONFIDENTIAL EXECUTION VERSION Supplier LS&Co. X 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. 1. Monitor Calls to evaluate Service Desk Support Technician performance for the following X Quality Monitoring Evaluation (QME) Supplier LS&Co. elements: • Call processing following the vendors standards • Troubleshooting and technical accuracy • Use of resources • Ownership and follow-up • Customer service skills 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 3. Monitor Tickets created by the Service Desk Technicians to evaluate their performance for the X Ticket Monitoring Supplier LS&Co. following elements: • Ticket documentation • Troubleshooting and technical accuracy • Use of resources LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Ticket Monitoring Supplier LS&Co. • Ownership and follow-up • Customer service skills • LS&Co. agrees to calibration sessions to improve general quality provided 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. 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 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 8. The complaints will be centralized and managed by the vendors Operations Analysts via the Quality Issue Process. X X X 9. Use a Quality Issue Tracker to record all quality issues at the Service Desk: X Quality Issue Process (QIP) Supplier LS&Co. • Quality Concerns reported by Support Groups • Negative Customer Satisfaction Surveys • Complaints submitted by the End Users of Client Management 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. LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Page 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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 Quality Issue Process (QIP) Supplier LS&Co. 6. Reporting Reporting and Analytics 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. Supplier LS&Co. X LS&Co. – Attachment 2.3.5 – Description of Services – Information Technology Services – Service Desk Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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” LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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. LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Service Definition Associated Work Tasks 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 [****]* 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 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. [**** **** ****]* [**** **** ****]* X X X Governance, Risk and Compliance Enforce LS&Co. policies and standards Report to Information Security any violations of defined information security policies by LS&Co. across Supplier delivery processes, locations, facilities and teams. 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 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: X X X X X X X X 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 X X X LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. at latest levels on all endpoints in-scope Monitoring of antivirus subsystem server resources – CPU and Memory Raising alerts to Server Teams in case of high resource utilization and following Problem/Incident management path Add, modify and remove policies for anti-virus, desktop firewall, HIPS / HIDS, etc. Deployment of agents from Endpoint Protection Management console Virus outbreak management Respond to malware incident Notifications to the desk side team for non-updated endpoints for virus definitions System changes are documented and validated using standard system change tools procedures. Procurement and or Renewal of endpoint protection solution licenses. 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. 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 X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 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. Add, remove and modify routing, security policies as per LS&Co.’s business requirement and firewall standard practices. Interact and escalate with Supplier for any system defect and support tickets for Platinum services Monitor, detect, investigate and resolve security incidents related to the firewalls. 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 firewalls= Work closely with other IT stakeholders for solving problems on network and access issues= Manage firewall releases that include upgrade of firewall 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 Implement, monitor and troubleshoot High Availability functionality between pair of firewalls. Ensuring high availability is functioning properly to avoid single point of failure and business disruption Monitor and troubleshoot technical, performance and availability issues. Change management, ensuring changes are authorized and auditable. Reporting - ensuring reports on availability and effectiveness are made available to LS&Co. at an agreed schedule. Note: [****]* Firewalls which are expected to increase by [****]* each year. [****]*of firewalls will be replaced X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 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). 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 Implement, monitor and troubleshoot High Availability functionality between pair of firewalls. Ensuring high availability is functioning properly to avoid single point of failure and business disruption Supplier will annually maintain all existing firewalls versions to N, N- 1 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) Procurement and or Renewal of firewall hardware / software support and licenses. X X X X X Intrusion Detection Protection/Prevention The Supplier’s responsibilities will include: X X X X X X X X X X 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: Identify suspicious patterns that may indicate abnormal activity or intrusion attempts Send Alerts to a Supplier central monitoring facility. Monitor all Checkpoint NIDS/NIPS devices from the central logging System, and provide appropriate X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. response to Alerts based upon mutually agreed procedures as defined in the Service Management & Governance Manual. 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. 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. Upon detection of an intrusion Alert, take immediate steps to notify the Information Security Services at LS&Co.: Assess the scope of damage. Arrest the spread and progressive damage from the intrusion. Restore the environment to an operational state. In the event of corruption or data loss, restore data from the last available backup with prior consultation with and approval from LS&Co. 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 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. Evaluate technology improvements for Intrusion Detection Protection/Prevention and bring forth those improvements to LS&Co. for consideration. 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 X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Procurement and or Renewal of NIDS/NIPS Solution licenses. X X X Principal Activity Supplier LS&Co. 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 Assess & define reporting for utilization Assess, define and report alerting for policy violations and thresholds to LS&Co.’ stakeholders Alerting on web, HTTPS Vulnerabilities Analyze potential threats for incidents and escalate for detailed investigation 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. Procurement and or Renewal of Web Content Filtering Solution licenses. X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 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. Creating users, groups, authentication servers and assigning security policies as per need-to-know basis. Resolution and or guidance for remote user access related issues. Monitor, troubleshoot and resolve any technical, performance and availability issues. Change management, ensuring changes are authorized and auditable. Reporting - ensuring reports on availability and effectiveness are made available to LS&Co. at an agreed schedule. [****]* 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 X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 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 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) Defining custom Correlation rules Integration or Deletion of new or existing log sources. Integration or Deletion of new or existing log X X X X X X X X X LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. sources. Escalate incidents to [****]* teams and support the investigations Analyze false positive and provide suggestions to modify/delete the correlation rules. Incident Management and Closure Supplier coordination for latest patch release, bug fix and hardware fix 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 Procurement of [****]* software and its Supplier services is out of scope for Supplier 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 Support for [****]* Single Sign On product Quarterly role reviews, entitlement reviews and SOD reviews 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. Supplier will monitor for process and transaction failures and take necessary corrective action(s). X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 12 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. Supplier will monitor and manage compliance issues and alerts and escalate any unresolved compliance issues. Supplier will conduct testing, change management and documentation services for ID management and SSO (single Sign-On) system changes and maintenance activities 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.) Supplier will manage changes through Change Process. Supplier will conduct annual SOD reviews. Supplier will manage on-going KPI (Key Performance Indicators) in the areas of system availability, compliance and operational effectiveness. Supplier will provide role, policy, services (e.g. Unix, SQL AD, workflow and activity management administrative and problem resolution services for identity management platforms. 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 X X X X X X X X X X 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 Resolution of incidents related to in-scope ITIM components Problem management for critical and frequently repeated incidents Patch Management Administrative configuration changes (existing X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 13 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. Workflows, user defined fields, Group & Group Administration, ITIM Rules, ITIM Policies, Process Definitions, Adaptors) Log monitoring & Proactive monitoring/support for ITIM components Monitor & resolve process and transaction failures Monitor and manage compliance issues and alerts and escalate any unresolved compliance issues Trouble shooting & escalation Accommodate minor workflow, scripting and cosmetic changes in the existing code base, Review of console logs (i.e. provisioning failures) Configuration and release management Rebuild / Recovery support Troubleshooting of any incident tickets escalated from L2 Support team Manage on-going KPI (Key Performance Indicators) in the areas of system availability, compliance and operational effectiveness Provide role, policy, services, workflow and activity management administrative and problem resolution services for in scope identity management platform (ITIM components) Installation of patches and hot-fixes received from IBM and performing PIV Incident handling and liaison with product Supplier; escalation to product Supplier (IBM Support) and coordination as needed Performing PIV tests of IDM components for supporting the third party re-installation/ re-build activities In case of any change in the product space, the same needs to be carried out thru a Change-Request process. Application support not related to Identity Management New application integration to the ITIM X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 14 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. infrastructure L3 activities fall under the development realm and is not considered L1 and L2 activities as per Supplier Application Security and Software Assurance X X X 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. 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. 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 X X X X X X Procurement and or Renewal of [****]* or X X X LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 15 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. any VA/Application Scanning tool 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 Checking that policy definitions and scan engines are at latest levels on all endpoints in-scope Monitoring server security configuration monitoring system subsystem server resources – CPU and Memory Raising alerts to Server Teams in case of high resource utilization and following Problem/Incident management path Add, modify and remove policies for server security configuration monitoring system. Deployment of agents for security configuration monitoring system Open and manage incidents as needed to eliminate security configuration monitoring system compliance issues Notifications to desk side Team for non-updated endpoint clients System changes are documented and validated X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 16 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity using standard system change tools procedures. Create monthly reports Procurement of [****]* Licenses Supplier LS&Co. X X X Volumetric: Element [****]* Certificates Access Points Anti-Virus IDAM (ITIM) Web Filtering Due Diligence Metrics [****]* Tickets/Month [****]* Certificates [****]* WAP [****]* Tickets/Month [****]* users & [****]* Tickets/Month (Post DD Volumetric) [****]* Tickets Annually Two Factor Authentication [****]* Tickets Annually Wireless Controllers F5 Load Balancers Websense VPN Firewalls [****]* [****]* [****]* Devices [****]* Proxy's [****]* Tickets/Month [****]* 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 LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 17 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 – [****]* [****]* – Infrastructure Security Services – [****]* [****]* – Infrastructure Security Services – [****]* 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. 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 LS&Co. – Attachment 2.3.6 – Description of Services – Information Technology Services – Global Information Security Page 18 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 19 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 * 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. The Services to be provided by Supplier to [****]* 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 “√” 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 2.1.2 2.1.3 2.1.4 2.1.5 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. 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. 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. Manage and resolve all Application related defects, failures and User-reported problems logged via a Ticket. Communicate resolution to applicable Users based LS&Co.’s incident management policies. LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 2.1.6 2.1.7 2.1.8 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). Complete security configuration requests logged via a Ticket in accordance with LS&Co.’s security control model and security control process. 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) (2) (3) Respond to paging from Service Desk. Communicate ongoing issues and updates to the User community. 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 2.2.2 2.2.3 (i) (ii) (iii) Identify and log Known Errors and Problems. Maintain a Known Error Database and problem log. Perform Problem identification and resolution, including: Analyze all Incident-related Tickets for major Incidents or repeat Incidents to identify Problems and Known Errors. Investigate and communicate root cause, work-around or process improvement plans to business owners, internal customers Users. 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. LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION (iv) (v) 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. 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 2.3.2 Ensure that Applications are available for use by LS&Co. 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) (iii) (iv) (v) Respond to automated paging from system support tools. Daily exception reports and queues required for maintaining the technical integrity of the system. Alerts and pages from LS&Co. Systems to identify Incidents. 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. (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. LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 2.3.3 2.3.4 2.3.5 2.3.6 2.3.7 Provide monthly analysis of LS&Co. batch schedule to ensure effective LS&Co. batch processing and make recommendations for changes to meet performance requirements Schedule jobs in accordance with LS&Co.’s business and technical requirements 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. Maintain documentation related to operations and production support. Support LS&Co. to adapt operational processes and procedures for regions designated by LS&Co. 2.4 PATCH MANAGEMENT Supplier shall: 2.4.1 2.4.2 2.4.3 2.4.4 2.4.5 2.4.6 2.4.7 2.4.8 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). Identify and report to LS&Co. all applicable Patches in accordance with LS&Co.’s Patch and upgrade strategy. Using LS&Co.’s designated Patch strategy and templates, recommend to LS&Co. which Patches should be applied. 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. Implement each Patch approved by LS&Co. after LS&Co.’s review of the impact analysis within timeframes designated by LS&Co. Implement roll-back procedure if the implementation of the Patch was not successful. Correct Application errors and invalid data caused by Patch implementation. Update user, system, operations and Service Desk documentation to reflect changes caused by implementation of the Patch. LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 - 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) (ii) (iii) (iv) (v) Process Change Requests that are initiated by Authorized Users for Enhancements in accordance with the change request management process. Understand requirements, gather documents and conduct application analysis and technical design Develop and test the enhancements Submit the test results for approval prior to submitting the enhancement to the change management procedures 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 LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 2.6.4 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. 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 2.7.2 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. 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 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 2.8 PROCESS MANAGEMENT, STANDARDIZATION AND POLICIES AND PROCDURES 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 2.8.4 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. The creation, review and finalization of the Program Procedure Manual will be completed within 3 months of steady state support. LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 2.8.5 2.8.6 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. 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 2.9.2 2.9.3 2.9.4 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 Supplier shall monitor the Services and report on all key elements of Availability that are obtainable from the Availability Management systems. 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. 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. 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 LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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) (2) (3) Run such request through LS&Co.’s user access tool If permitted by LS&Co.’s user access tool, implement such request. 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. LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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. 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 2.14.2 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 AMS.1 AMS.1.1 AMS.1.1.1 AMS.1.1.2 AMS.1.1.3 Principal Activities Responsibility Supplier LS&Co. APPLICATION SUPPORT & MAINTENANCE Application Support (Sub Function) LS&Co. End-user request tickets to be created via Service Desk Maintain Ticket status for in-scope Applications and Services Validate all Ticket information and correct such information with end user/ Services Desk √ √ √ LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Ref. ID Principal Activities AMS.1.1.4 AMS.1.1.5 AMS.1.1.6 AMS.1.1.7 AMS.1.1.8 AMS.1.1.9 AMS.1.1.10 AMS.1.1.11 AMS.1.1.12 AMS.1.1.13 AMS.1.1.14 AMS.1.1.15 AMS.1.1.16 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 Provide analysis on customer assistance and break-fix tickets to recommend improvements Develop work effort planning estimate for resolution/completion of Tickets and communicate such estimate to LS&Co. via e-mail or other electronic means Acknowledge and Resolve all in-scope Tickets Coordinate, facilitate, own and drive the resolution of Tickets associated with the maintenance of in-scope Applications Services and Interfaces Act as a single point of contact for the maintenance of in-scope Applications, Services and Interfaces Release manage Tickets and communicate to LS&Co. for review and approval Provide end users with proper training on application functionality, application usage expected job functions for in-scope Applications Provide previously trained end users with support and guidance, regarding the proper use and functionality of in-scope Applications 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 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 Prepare the reports listed in Exhibit 6 - reports and otherwise provided for in the Agreement Complete training/certification for Supplier Staff as needed in compliance with the requirements of the Master Services Agreement LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 12 CONFIDENTIAL EXECUTION VERSION Responsibility Supplier LS&Co. √ √ √ √ √ √ √ √ √ √ √ √ √ Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Responsibility Supplier LS&Co. CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Ref. ID AMS.1.1.17 Principal Activities 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. 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 AMS.1.1.19 Management of escalation raised by Supplier on LS&Co. Third Party Contractor AMS.1.1.20 AMS.1.1.21 AMS.1.1.22 AMS.1.1.23 AMS.1.1.24 AMS.1.1.25 Maintain the list of applications and interfaces in scope of Supplier in the CMDB in ServiceNow tool. Maintain in-scope Applications and administration roles and responsibilities in accordance with the Governance Procedures Attend regular status meetings as set forth in Exhibit 5 (Governance) and as otherwise required by LS&Co Provide assistance, cooperation and documentation to LS&Co. Third Party Contractors if requested by LS&Co, for the work related to in-scope Applications. Notify LS&Co. Third Party Contractors of potential maintenance/support/enhancement projects if requested by LS&Co. Maintain log of requested changes for future maintenance release for in-scope Applications LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 13 √ √ √ √ √ √ √ √ Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Ref. ID AMS.1.1.26 AMS.1.2 AMS.1.2.1 AMS.1.2.2 AMS.1.2.3 AMS.1.2.4 AMS.1.2.5 AMS.1.2.6 AMS.1.2.7 AMS.1.2.8 AMS.1.2.9 Principal Activities Trouble shoot and resolve tickets related to in-scope interfaces in Section 4 Application Maintenance (Sub Function) Develop / resolve in-scope Application code or operational modifications as it relates to identified errors to correct problems where required Report Problems by opening a Ticket in accordance with LS&Co.' Problem management process Manage, resolve and escalate reported Problems for the in-scope Applications and databases 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 Analyze, design, build, test and deploy planned releases to in-scope Applications and/or system enhancements in a defined process Update user, system, and operations documentation as necessary Providing workarounds as a short-term, quick fix where possible to avoid work stoppage and continue normal business operations Prevent production abnormal terminations for in-scope Application 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. 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 LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 14 CONFIDENTIAL EXECUTION VERSION Responsibility Supplier LS&Co. √ √ √ √ √ √ √ √ √ √ Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Ref. ID Principal Activities 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 . AMS.1.2.10 Review the recommended solution proposed by Supplier and provide the approval for implementation of data discrepancy/reconciliation issues. CONFIDENTIAL EXECUTION VERSION Responsibility Supplier LS&Co. AMS.1.2.11 AMS.1.2.12 AMS.1.2.13 AMS.1.2.14 AMS.1.2.15 AMS.1.3 AMS.1.3.1 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. Analyze Incident-related Tickets for major Incidents or repeat Incidents to identify Problems and Known Errors Coordinate corrections through LS&Co.’s change management and release management processes Identify opportunities for incidents to be resolved at first level (Service Desk) and collaborate to with Service Desk 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 Application Maintenance – Preventive Identify in-scope Application performance tuning, code restructuring, and other efforts to improve the efficiency and reliability of programs and to minimize ongoing LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 15 √ √ √ √ √ √ √ Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Ref. ID Principal Activities CONFIDENTIAL EXECUTION VERSION Responsibility Supplier LS&Co. maintenance requirements where effort estimates fit the threshold of non- business enhancement effort 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. Assess opportunities to reduce (or avoid) costs associated with in-scope Application Maintenance Services Provide estimates of the effort for preventive maintenance Monitor and analyze Tickets to identify potential trends and Problems Review and analyze system logs and other commonly available alert and take corrective action Identify and assess software patches for in-scope Applications and notify LS&Co. as appropriate 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. Review and approve preventative and patch Maintenance 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 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 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. Maintenance - Production Control and Scheduling AMS.1.3.2 AMS.1.3.3 AMS.1.3.4 AMS.1.3.5 AMS.1.3.6 AMS.1.3.7 AMS.1.3.8 AMS.1.3.9 AMS.1.3.10 AMS.1.3.11 AMS.1.3.12 AMS.1.4 LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 16 √ √ √ √ √ √ √ √ √ √ √ Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Ref. ID AMS.1.4.1 AMS.1.4.2 AMS.1.4.3 Principal Activities Provide in-scope Application maintenance in support of the 24x7 (except during scheduled maintenance hours) production-processing schedule Monitor and work with the LS&Co. to update production schedules for in- scope Applications Update access and parameter tables contained within in-scope Applications where applicable AMS.1.4.4 Coordinate with LS&Co. for scheduling jobs AMS.1.4.5 AMS.1.4.6 AMS.1.4.7 AMS.1.4.8 AMS.1.4.9 AMS.1.4.10 AMS.2 AMS.2.0 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. Assist LS&Co. with scheduling, black-out recovery, job balancing, and production output monitoring for completion and correctness, and monitoring exception logs Review production output for correctness for in-scope Applications Support production staffs to adapt operational processes and procedures Inform Supplier of planned changes to LS&Co. Equipment, LS&Co. Software and LS&Co.’s network that could impact the in-scope Applications Assist in forecasting network requirements and bandwidth / capacity for in- scope Applications Application Enhancements 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 LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 17 CONFIDENTIAL EXECUTION VERSION Responsibility Supplier LS&Co. √ √ √ √ √ √ √ √ √ √ √ Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Ref. ID Principal Activities AMS.2.1 AMS.2.1.1 AMS.2.1.2 AMS. 2.1.3 AMS.2.1.4 AMS. 2.1.5 AMS. 2.1.6 AMS.2.2 AMS.2.2.1 AMS.2.2.2 AMS.2.2.3 AMS.2.2.4 AMS.2.2.5 AMS.2.2.6 AMS.2.2.7 AMS.2.2.8 AMS.2.2.9 thru LS&Co. Application Project Work Planning Provide business requirements Develop the functional and technical specifications 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. Develop high level design, functional and technical design as appropriate Prepare schedule for development, testing and release to production Review and approve key enhancement deliverables including but not limited the estimates proposed by Supplier for that enhancement Build Review & approve functional specifications and high level data specifications Develop software using LS&Co. approved tools Configure in-scope Applications Construct software for in-scope Applications Draft cut over plan, as necessary Prepare back out / rollback plan Develop data conversion plan, as required Adhere to the information security requirements per LS&Co. Global Information Security Policy Conform to LS&Co.’s Standards, including user interface, machine interface, and programming standards (for example, GUI, EDI and IP) for Application Maintenance AMS.2.2.10 AMS.2.2.11 Provide necessary access and permission to Supplier for using the existing LS&Co. infrastructure for enhancements. Provide software development licenses for enhancements LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 18 CONFIDENTIAL EXECUTION VERSION Responsibility Supplier LS&Co. √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Ref. ID AMS.2.2.12 AMS.2.3 AMS.2.3.1 Principal Activities Provide access and continue using the existing source control tools at LS&Co Testing Develop Test Plans AMS.2.3.2 Develop Unit Test cases AMS.2.3.3 Develop Integration and System Testing Test cases whenever applicable AMS.2.3.4 AMS.2.3.5 AMS.2.3.6 AMS.2.3.7 AMS.2.4 AMS.2.4.1 AMS.2.4.2 AMS.2.4.3 AMS.2.4.4 AMS.2.4.5 AMS.2.5 Review and approval of test plans and test cases Execute test cases/scripts, with documented evidence (screen prints and/or reports) Execute integration and system test cases when applicable (determined at the sole discretion of LS&Co.). Execute Regression and Performance test cases when applicable (determined at the sole discretion of LS&Co.). User Acceptance Testing Provide test plans, test cases, and test scripts (created as part of Integration Testing) for user acceptance testing √ 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. Create test data required by LS&Co. to perform UAT Assist the business of LS&Co. in execution of UAT test cases, as required Execute UAT scripts Training applicability based on mutual agreement between Supplier and LS&Co. LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 19 CONFIDENTIAL EXECUTION VERSION Responsibility Supplier LS&Co. √ √ √ √ √ √ √ √ √ √ √ √ Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Ref. ID Principal Activities AMS.2.5.1 AMS.2.5.2 AMS.2.5.3 AMS.2.6 AMS.2.6.1 AMS.2.6.2 AMS.2.6.3 AMS.2.6.4 AMS.2.6.5 AMS.2.6.6 AMS.2.6.7 AMS.2.6.8 AMS.2.6.9 AMS.2.6.10 AMS.2.7 AMS.2.7.1 AMS.2.7.2 AMS.2.7.3 Update existing training material, which includes training materials covering Applications in scope Perform training of Key / Super users where necessitated by the change Perform end user training where Key / Super users have been trained Deployment and Implementation Coordinate release activity, sequence of events with LS&Co.’s quality assurance group and LS&Co.’s application services group Develop and communicate release deployment plan and roll back plan for any changes and bug fixes for in-scope Applications and Interfaces 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 Review and approve implementation plans Communicate the implementation plan to all parties participating in the implementation Communicate implementation timing and other relevant information to business and end users. Confirm successful execution of implementation; including all data migration and initial batch job execution. Promote to Production Provide go-live support Manage and maintain Applications during Stabilization Period Support for Project Work Request assistance from Supplier in Projects. 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. 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. LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 20 CONFIDENTIAL EXECUTION VERSION Responsibility Supplier LS&Co. √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Ref. ID Principal Activities CONFIDENTIAL EXECUTION VERSION Responsibility Supplier LS&Co. AMS.3 AMS.3.1 AMS.3.1.1 AMS.3.1.2 AMS.3.1.3 AMS.3.1.4 AMS.3.1.5 AMS.3.1.7 AMS.3.1.8 AMS.3.2 AMS.3.2.1 AMS.3.2.2 AMS.3.2.3 AMS.3.3 AMS.3.3.1 AMS.3.3.2 AMS.4. AMS.4.1 AMS.4.2 AMS.4.3 AMS.4.4 CROSS FUNCTIONAL Service Reporting Capture data required to support Service Levels and operational metrics Submit agreed upon performance reports as defined in Exhibit 6 – Reports Report on identified performance improvements Produce monthly scorecard Facilitate publication meeting to review performance in accordance with Exhibit 6 – Governance Review scorecard – LS&Co. supplier management reviews data and provides feedback on any issues Enablement of fields to measure the agreed service levels Compliance / Quality 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). Ensure that consistent processes for delivery of services and documentation are followed across all teams Establish and follow rules and guidelines for creation and maintenance of technical documentation Security Supplier will follow the security policies of LS&Co. and act on any reported violations. All Security Policies and procedures to be shared with Supplier during transition. Leadership and General Management Work with LS&Co. to establish medium to long term strategy for service evolution Establish policies and procedures for the service provided by Supplier Comply with established policies and procedures Ensure only approved work is executed by vendor LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 21 √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Ref. ID Principal Activities AMS.4.5 AMS.4.6 AMS.4.7 AMS.4.8 AMS.4.9 AMS.4.10 AMS.4.11 AMS.4.12 AMS.4.13 AMS.4.14 AMS.5 AMS.5.1 AMS.5.1.1 AMS.5.1.2 AMS.5.1.3 AMS.5.1.4 AMS.5.1.5 AMS.5.1.6 AMS.5.1.7 AMS.5.1.8 Provide technical leadership and direction Provide leading practices where applicable Build medium to long term skill level demand forecasts for operational as well as project/ enhancement work Maintain end user satisfaction with IT services Assure compliance with all Agreement terms and conditions Support / implement continuous improvement opportunities Administer issue, risk and governance processes in control of Supplier Work closely with Supplier to mitigate risks / issues pertaining to LS&Co. Third Party Contractors Provide timely reporting in the delivery of services Generate monthly invoice for Supplier Services DEMAND MANAGEMENT AND CAPACITY PLANNING for Application Enhancements Demand Planning Develop Annual Plan/Budget for year 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. The list of enhancements and the priority will be determined by LS&Co. and shared to Supplier Participate in Annual Plan / Budget for year and quarterly forecast plan Participate in the documentation and communication of annual plan/Budget Review plan prepared by Supplier monthly and quarterly and communicate changes Project Teams will prioritize and approve enhancements and required modifications Notify requester and Supplier of approval or rejection LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 22 CONFIDENTIAL EXECUTION VERSION Responsibility Supplier √ LS&Co. √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Ref. ID AMS.5.1.9 AMS.5.2 AMS.5.2.1 AMS.5.2.2 AMS.5.2.3 AMS.5.2.4 AMS.5.2.5 AMS.5.2.6 Principal Activities Supplier will assist LS&Co. with estimation for any business events planned in the quarter Capacity Planning 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. Develop capacity plan and staffing plan to support forecasted demand plan in resources and skills 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. Provide estimates for capacity consumption and out-of-scope projects Review and approve the capacity plan and staffing plan Review capacity plan and staffing plan periodically and communicate changes LS&Co. – Attachment 2.3.7 – Description of Services – Information Technology Services – IT Applications Page 23 CONFIDENTIAL EXECUTION VERSION Responsibility Supplier LS&Co. √ √ √ √ √ √ √ Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Appendix A Appendix A Application Portfolio - Application Support [****]* [****]* [****]* [****]* [****]* [****]* 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 ALL Interfaces Interfaces Interface Controls L M X Corp & BI Corp & BI AR Portal [****]* [****]* [****]* [****]* Application Support Web app used in command center to track interface status for major interfaces MS/SQL Server [****]* 10 Level 2 Support M M X Application Support Corp & BI Content Management [****]* [****]* Corp & BI Finance [****]* Corp & BI Finance [****]* CAPA (Cost Accounting & Profitability Analysis) Corp & BI Finance [****]* [****]* Corp & BI Corp & BI [****]* [****]* M M M X X M M M H M X X Application Support Application Support LSC Fiinacial System - Accts Payable / General Ledger (APGL) Master data management tool which can be used for both [****]* and non- [****]* applications. [****]* 150-200 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) Application Support File Management Application which stores content/data to support different processes (logistcis, payroll, SSC) Application Support System where Royalty payments are processed Product (Std) Costing HP3000 [****]* Level 2 Support Level 2 Support 10 Level 2 Support 5 Level 2 Support 20 Level 2 Support ~10 Level 2 Support 200 Level 2 Support Level 2 Support ~118 Wintel [****]* 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 [****]* H H X Application Support Corp & BI Corp & BI [****]* [****]* X Application Support Corp & BI Corp & BI [****]* H M X Application Support Datawarehouse for [****]* Windows [****]* Corp & BI Corp & BI [****]* FDM - Financial Data Management H H X Application Support Windows Server 2008 64 bit 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. [****]* (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 [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Corp & BI Corp & BI Content Management [****]* M M X Application Support Unknown (since it’s a vendor code) 75-150 Level 2 Support File Management Application which stores content/data to support different processes (logistcis, payroll, SSC) Windows Server 2008 6.1 build 7601 Service Pack 1 Windows Server 2008 R2 6.1 build 7601 Service Pack 1 x86 Page 25 LS&Co. - Exhibit 2 - Description of Services Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Corp & BI Corp & BI [****]* [****]*Financial Management Windows Server 2008 64 bit Global financial translation and consolidation application for LSCO statutory reporting. H H X Application Support Corp & BI Corp & BI Hyperion HFR - Hyperion Financial Reporting Windows Server 2008 64 bit Reporting tool for Hyperion suite of products, including HFM and Essbase. H M X Application Support CONFIDENTIAL EXECUTION VERSION ~235 Level 2 Support ~486 Level 2 Support [****]* (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 [****]*. Oracle Fusion Middleware "OFM" (category to which Hyperion suite of products belongs) spans multiple services, including Java EE and developer tools, integration services, business intelligence, collaboration, and content management. OFM depends on open standards such as BPEL, SOAP, XML and JMS. Windows Server 2008 64 bit ~250 Level 2 Support Corp & BI Corp & BI Hyperion Hyperion (Essbase) Corp & BI Corp & BI DWH NXPDC H H X Application Support M L X Application Support Multidimensional database management system (MDBMS) that provides a multidimensional database platform upon which to build analytic applications This is actually Non Xpert Point of Sale Data Conversion tool (NXPDC) to capture non Raymark store data feeds/transactions Automation Application to upload/download data into SAP Win2003 ( By July it will be upgraded to Win2008) Windows 2008 Langauges Supported = English DB = SQL Server 2005 (Will be upgraded to 2008R2 by Jun'14) ABAP + WS Vendor Code No direct users for this application. It is a middleware. The output of the application is consumed by DWH and SAP 100-150 Application Support Application Support Search engine w/ filtering Linux Java LSE Consumers Interfaces support for AMA. Sales and Stock movement at end of day for stores from eCommerce to SAP (Not on Sterling Commerce) DevOps, perform releases in non- prod environment such as Dev to QA to Pre-prod environments eCommerce Platform (additional information provided on the eCommerce Information tab) Shop Floor System for O&O Manufacturing an Finishing centers Linux Java LSE Consumers Windows Server/Windows Client C#, Sql Server 400+ X Application Support X Application Support Application Support X Application Support Warehouse management Win 7 VB/ SQL Level 2 Support Level 2 Support Level 2 Support Level 2 Support Level 2 Support Level 2 Support H M X Application Support Corp & BI Corp & BI Winshuttle eCommerce eCommerce Endeca eCommerce eCommerce Interfaces between eCommerce and SAP M M H M X X eCommerce eCommerce Hybris - SAP eCommerce eCommerce SAP Hybris - SAP H M H M Global Supply Chain Global Supply Chain Manufacturing Andromeda Global Supply Chain Global Supply Chain WMS ANZ VCE H H H X M Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Global Supply Chain Global Supply Chain LSC Bespoke AS400 - WMS Global Supply Chain Global Supply Chain VAS Global Supply Chain Global Supply Chain Inbound Logistics Australia StarTrack CARTS Global Supply Chain Global Supply Chain Inbound Logistics CARTSWeb Corp & BI Corp & BI [****]* [****]* Global Supply Chain Global Supply Chain [****]* [****]* Global Supply Chain Global Supply Chain [****]* [****]* Global Supply Chain Global Supply Chain [****]* [****]* Global Supply Chain Global Supply Chain [****]* [****]* Global Supply Chain Global Supply Chain [****]* [****]* X X H H H H M M H H M M H H H H H H H H X H H X X X X X X Application Support [LSC]* Warehouse Mgt System (WMS) OS 400 RPG 400 / DB 400 30 Level 2 Support X Application Support value added service Win 7 VB/ SQL Application Support Inbound Packing, Shipping Application Support Shipment Tracking, Shipment Creation Windows Server/Windows Client Windows Server C#, Sql Server 800+ Javascript/Sql Server 100+ Application Support [****]* Data Warehouse Wintel [****]* Sun OS [****]* 300+ Windows Server [****]* Windows Server [****]* 100+ Windows [****]* Windows [****]* X Application Support Application Support Application Support Application Support Application Support Unit sorter for order fulfillment at [****]* and [****]* based distribution facilities Wave Planning and Replenishment tool for warhouse operations. Reporting tool for warehouse operations. 3 implementations, [****]* Commercial sample development process and order management Vendor access to Tech Pack, components, specifications, reference documents, and Licensee upload Level 2 Support Level 2 Support Level 2 Support 75 Level 2 Support Level 1 support (onsite) Level 2 & 3 are vendor supported 50 Level 2 Support Level 2 Support 50 Level 2 Support 250 Level 2 Support LS&Co. - Exhibit 2 - Description of Services Page 26 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ X X Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain [****]* [****]* H H X [****]* [****]* H H X [****]* [****]* H M [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* H M H M H M M M Global Supply Chain Global Supply Chain [****]* [****]* H H X Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain [****]* [****]* M L X [****]* [****]* M M X [****]* [****]* M M X Demand Planning [****]* M M [****]* [****]* [****]* [****]* [****]* H H M H X X X X CONFIDENTIAL EXECUTION VERSION 191 Level 2 Support 1050 Level 2 Support Level 2 Support Level 2 Support 20 Level 2 Support 20 Level 2 Support Application Support Raw material and product costing Windows [****]* Windows [****]* Application Support Concept Development, Line Planning, Material Development, Color Development, Lab dip Management, Specifications Development, Costing, Reporting for all Brands Application Support Customer [****]* Transactions HP3000 [****]* 20 Accts X X X Application Support Application Support Application Support Application Support Application Support Application Support Application Support Application Support Maintains size distribution profiles to support calculation of Size level Forecast from Product Level Forecast, Tightly Integrated to [****]*, shares [****]* database Tool used by [LSE]* distribution centers to produce and print Customs declaration forms, invoices etc Tool used by [****]* distribution centers to process return murchandise Tool used by [****]* distribution centers to process "Value Added Services" i.e.Labels, Price tickets, Special Instructions etc Concept Development, Line Planning, Material Development, Color Development, Lab dip Management, Specifications Development, Vendor Portal, Costing, Reporting Account Planning / Corporate Forecasting tool. Product Integrity/Quality reporting and tracking Source of Record for Product Attributes, Attribute Values, and Master Product Hierarchies. Application Support Assortment, replenishment,allocation demand planning Application Support Warehouse management Application Support Order to Cash / Master Files /Acct Receivables/ Inventory 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. Maintains production routing and leadtimes, Tightly Integrated to Manugistics, shares [****]* database [****]* ~30 Front End = Windows 7 Backend HPUX/Oracle Windows Server [****]* Windows Server [****]* Windows Server [****]* 200+ Level 2 Support Windows [****]* 1200 Level 2 Support Wintel [****]* Windows Server Windows Server [****]* 600+ [****]* win7 [****]* ~70 win 7 [****]* HP3000 [****]* QNX [****]* [****]* ~50 Front End = Windows 7 Backend HPUX/Oracle 20 Level 2 Support Level 2 Support 5 Level 2 Support Level 2 Support Level 2 Support 75 Level 2 Support 200 Level 2 Support Level 2 Support Level 2 Support Global Supply Chain Global Supply Chain [****]* [****]* Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain [****]* [****]* [****]* [****]* M M X Application Support 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 H H X X Application Support QNX [****]* 400 Level 2 Support Warehouse management system used in [****]* and [****]* 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. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Global Supply Chain Global Supply Chain [****]* [****]* Global Supply Chain Global Supply Chain [****]* [****]* Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* H M X Application Support HP/UX / Oracle [****]* HP/UX / Oracle [****]* Forecast Calculations Product to Size, Fininished Goods inventory planning, Safety Stock Calulations, Forecast consumption, Production planning, Production Issuance 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, Application Support Application Support Calculates Constrained Size level Production orders for ATP HP/UX / Oracle [****]* HP/UX / Oracle [****]* Application Support Forecast Calculations Product to Size, Account Level Forecast Management,. Forecast Accurracy capture prouct/size/account, Level 2 Support Level 2 Support Level 2 Support Level 2 Support Limited direct users, mostly batch processing and data generation - Information in DB and results of various calulations are used many business processes - X Application Support Supply planning on [****]* win7/Unix/Citrix [****]* ~ 300 (SP, logistics, CP,SSM) Level 2 Support HP/UX / Oracle [****]* Level 2 Support Application Support Forecast Calculations Product to Size, Forecast Accurracy capture prouct/size/account, Fininished Goods inventory planning, Safety Stock Calulations, Production planning, Production Issuance H M H M H M H M H M X X X X LS&Co. - Exhibit 2 - Description of Services Page 27 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Maintains size distribution profiles to support calculation of Size level Forecast from Product Level Forecast, Maintains production routing and leadtimes, Tightly Integratd to Manugistics, shares LS Canada manu database Application Support Front End = Windows 7 Backend HPUX/Oracle [****]* ~10 Application Support Contract Sizing / Order Issuance Wintel [****]* Level 2 Support Level 2 Support 10 Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain [****]* [****]* Order issuance System [****]* M M L L X X 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. Product Integrity/Quality reporting and tracking 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 C# Level 2 Support 400 Windows Server Javascript/HTML/SAS 600+ Level 2 Support Windows Server Mixed (Java, C#, Mocha, SQL) Level 1 and Level 2 support 250 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) Level 2 Support 100 Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain WMS ORION H M X PIWeb (Backend Support only - - Oracle, SQL Server, SAS) PI M M X Application Support Application Support Global Supply Chain Global Supply Chain Red Prairie (Henderson, NV) Red Prairie H H X Application Support Global Supply Chain Global Supply Chain Red Prairie (San Martine, MX) Red Prairie H H X Application Support Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Modification of deployment orders to Carts. Tightly Integratd to Manugistics, shares manu database Product Integrity/Quality reporting and tracking Module 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. Direct Procurement / Contract Tracking Used to operate handheld scanners in our distribution centers 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 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 QNX ANSI C Front End = Windows 7 Backend HPUX/Oracle Excel VP for Applications Level 2 Support Level 1 onsite 400 Level 2 Support 8 Windows Server Javascript/HTML/SAS 600+ Level 2 Support Unix (Currently HP UX) migrating to Linux SUSE C++ Unix Progress / Oracle Windows Level 2 Support 100 Level 2 Support 10 Level 2 Support 50 Unix (Currently HP UX) migrating to Linux SUSE C++ Level 2 Support 100 win7 [****]* ~ 10 Level 2 Support Global Supply Chain Global Supply Chain WMS SageX H H Global Supply Chain Global Supply Chain Manugistics Global Supply Chain Global Supply Chain PI SMART - Shipments Modify Analysis Review Tool Source Audit Report (SAR) >> (Backend Support only - - SQL Server, SAS) M M M L X X X Application Support Application Support Application Support Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain STARTRACK LSC Bespoke Styleman H M X Tekconsole Tekconsole H H X X Application Support Application Support Application Support Global Supply Chain Global Supply Chain WMS TranMan H H X Application Support Global Supply Chain Global Supply Chain [****]* [****]* H M X Application Support Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain [****]* [****]* [****]* [****]* M H L L Manufacturing [****]* L L [****]* [****]* WMS [****]* H H M M X X Product Integrity/Quality reporting and tracking Module Windows Server Application Support [****]* 600+ X Application Support UVM / UPC printing Wintel [****]* Material Utilization and Optimization reporting and data entry Specifications Development, TechPack Generation for product manufacturing sourcing Application Support X Application Support Front End = Windows 7 Backend HPUX/Oracle [****]* 50+ Windows [****]* X Application Support Picking function for [****]* DC. WinXP/Win7 [****]* ~ 15 Level 2 Support Level 2 Support 5 Level 2 Support Level 2 Support 40 Level 2 Support LS&Co. - Exhibit 2 - Description of Services Page 28 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION This is a front- end application to the [****]* warehouse control system. It processes the interface data, prepares for upload to Mandate, and creates the picking waves. [****]* Windows Server [****]* Level 2 Support 75 Global Supply Chain Global Supply Chain WMS [****]* H M Application Support X Global Supply Chain Global Supply Chain MHE [****]* H M Global Supply Chain Global Supply Chain MHE [****]* H M Global Supply Chain Global Supply Chain MHE [****]* H M X X X Warehouse Control System Interfacing to [****]* Application Support WinXP [****]* 100 Application Support Application Support WinXP [****]* 100 WinXP [****]* 100 Level 1 and Level 2 for infrastructure components. Vendor support for L2 Apps. Level 1 and Level 2 for infrastructure components. Vendor support for L2 Apps. Level 1 and Level 2 for infrastructure components. Vendor support for L2 Apps. Warehouse Control System Interfacing to [****]* Warehouse Control System Interface to [****]*, Shipping Controls 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. Global Supply Chain Global Supply Chain WMS Workload Management H H X Application Support Retail Retail POS [****]* M M Retail Retail CRM CRM Campaign Module M M Retail Retail CRM for [****]* Retail Retail CRM CRM Loop Websites M Retail Retail CRM CRM Reports M Retail Retail Division Booking System M L L L X X X X X X Unix (Currently HP UX) migrating to Linux SUSE [****]* Application Support Collect other brand sales data in dept store Window Server [****]* Level 2 Support 100 Level 2 Support Local Language support required Tool to support marketing campaign targetting VIP members. The application allows creating and maintaining mass communication to VIP members Win2008 Application Support Application Support [****]* [****]* Internal users: 26 Level 2 Support Local Language support required Websites to support CRM or VIP membership program in [****]*. 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. Application Support Win2008 [****]* VIP members: 3036886 Internal users: 81 Application Support CRM or VIP Member analysis reports. Win2003 [****]* Users: 20 Seasonal booking, web replenishment ordering Application Support Win2003 [****]* Users: 229 Level 2 Support Level 2 Support Level 2 Support Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Terminal Server: Win 2008 DB Server: Linux Terminal Server: Win 2008 DB Server: Sql 2008 [****]* 1,500+ [****]* 350+ 500+ Window 7 [****]* ~150 Level 2 Support Level 2 Support Level 2 Support Level 2 Support Level 2 Support Level 2 Support Level 2 Support Level 2 Support Level 2 Support Level 2 Support Retail Retail SharePoint Retail Bulletin Board [****]* 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 X X X X X X X X X Application Support Retail store management system Application Support Retail store footfall counter Web based point of sale system used in [****]* Local POS Local POS Local POS Local POS VMI SAS technical support (administration) and support required for SQL server boxes which are feeding data to Hyperion Hyperion Tax Provision support Packaginf tracking app for compliance Application Support Application Support Application Support Application Support Application Support Application Support Application Support Application Support Application Support Digital Linebook Pulls together sales, inventory and production actuals and forecasts. Used to determine production adjustments to better align supply and demand 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 Application Support Application Support Retail Retail Retail RSDB - Retail Store Database [****]* L L Retail Retail SMS L L Retail POS WebPOS >> [****]* - Backoffice included) Retail POS [****]* Retail POS [****]* Retail POS [****]* Retail POS [****]* H M M M M M M M M M Retail Retail Retail Retail Retail Corp & BI Corp & BI Corp & BI Corp & BI VMI SAS technical support (administration) Hyperion Tax Provision Global Supply Chain Global Supply Chain Manufacturing GEMS Wholesale Wholesale Aworkbook Digital Linebook (Aworkbook) M M L L Global Supply Chain Global Supply Chain Manugistics IPS (Inventory, Production, Sales) M M Global Supply Chain Global Supply Chain Manugistics PAR (Product Availability Reporting) M M Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Kronos M M Maui LS&Co. - Exhibit 2 - Description of Services X X X X Windows Server SQL Server, SAS, Excel/VB 30-40 Level 2 Support Windows Server Oracle, Stored Procedures, VS.Net Application Support time Management Application Support ` ` Level 2 Support 30 Level 2 Support Level 2 Support Expecting 100 tickets/month from these applications Page 29 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain PI Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain WMS Lite Garments Seconds Analysis (GSA) - Backend Support Excel PO Upload Tool POP Effective date upload Tool Gerber Accumark – Deskside support installation only M M M L M L L L X X X X X Application Support Application Support Application Support Application Support Application Support Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain Cygnus X Boardwalk H M X Wholesale Wholesale Hyp'Archiv Hyp'Archiv L M Application Support X Retail Retail Retail Retail Traffic Counter Global Supply Chain Global Supply Chain Application for Distributors Stores Support VTA CM Traffic Counter (APD) interfaces Casio Order Issuance System M L L L X X X LS&Co. - Exhibit 2 - Description of Services Description = This is an interface for Crisplant supported by vendor 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. 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 Traffic counter application to manage or configure the traffic count device in the stores home grown – written in Access/VB CONFIDENTIAL EXECUTION VERSION ` Level 2 Support Level 2 Support Level 2 Support Level 2 Support Level 2 Support Level 2 Support Level 2 Support Unknown (packaged solution) Wintel Level 2 Support 50 WinXP/Win7 Access/VB Level 2 Support Level 2 Support Level 2 Support Page 30 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Appendix B Application Portfolio - External SaaS Interface Support [****]* [****]* [****]* [****]* [****]* [****]* Application Group Function App Suite Application / Module Global App Regional App (If applicable) Scope of Support Support Level Corp [****]* [****]* [****]* Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI ADP (LSUS / Canada) BPI Cybergrants X X Global Supply Chain Global Supply Chain Direct Procurement TradeCard Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI HR HR HR HR HR HR HR HR HR HR HR HR HR HR HR HR HR HR HR HR HR HR HR HR WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY INT001 Workday To E- Verify Employment Verification INT002 Workday To Aetna Medical Insurance Enrollments INT003 Workday To EyeMed Vision Insurance Enrollments INT004/INT005 Workday To Fidelity 401K Eligibility And Demographics, Fidelity Pensioner Benefit Deductions INT006 Workday To Fidelity Pensioner Benefit Deductions INT007 Workday To Medgate Demographics INT008 Workday To Kaiser Medical Insurance Enrollments INT009 Workday To Liberty Mutual Disability Enrollments INT010 Workday To Optum UBH EAP Enrollments INT011 Workday To VSP Vision Insurance Enrollments INT013 Workday To ADP PayForce USA Payroll Data INT014 Workday To ADP PayAtWork CAN Payroll Data INT028 Workday To Business Objects Data INT029 Workday To ADP FSA Enrollments INT030 Workday To CyberGrants Grants INT032 Workday To Inner Workings Demographics INT035 Workday To LSCO Employee Leave Data INT036 Workday To Levi Portal Demographics INT037 Workday To State of California New Hire Reporting INT038 Workday To HireRight Demographics INT039 Workday to Health Advocate Demographics And Benefits Plans INT040 Workday To Bright Horizons Backup Care Eligibility INT041 Workday To Mercer Retiree Census Data INT042 Workday To ITIM Demographics X X X X X X X X X X X X X X X X X X X X X X X X X Interface Support Only Level 2 Support X Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ LS&Co. - Exhibit 2 - Description of Services Page 31 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI Corp & BI HR HR HR HR HR HR HR WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY WORKDAY INT043 Workday To Kronos & SalesForce Demographics INT048 Workday To IQNavigator User Setup Data INT061 Workday To YourCause INT062 Workday To Online Store INT071 Workday To CICPlus INT076 Workday To Medicare VDSA Voluntary Data Sharing Agreement WORKDAY Teleo -Interface X X X X X X X LS&Co. - Exhibit 2 - Description of Services CONFIDENTIAL EXECUTION VERSION Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Interface Support Only Level 2 Support Page 32 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Application Support Application Support eCommerce preliminary estimate Retail Application Support Application Support Wholesale Application Support Application Support Application Support Supply Chain Application Support Corp & BI Application Support Ticket Volume - Incidents Area Application Support eCommerce preliminary estimate ]* Application Support Retail Application Support Application Support Wholesale Application Support Application Support Application Support Supply Chain Application Support Corp & BI Application Support Service Requests / Month [****]* [****]* [****]* [****]* [****]* Incidents / Month [****]* [****]* [****]* [****]* [****]* *Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. LS&Co. - Exhibit 2 - Description of Services Page 33 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Reported Incidents by Priority Area Application Support Application Support Application Support Application Support Retail Application Support Wholesale Application Support Supply Chain Application Support Corp & BI Application Support Appendix D Priority P1 [****]* [****]* [****]* [****]* P2 [****]* [****]* [****]* [****]* P3 [****]* [****]* [****]* [****]* P4 [****]* [****]* [****]* [****]* P5 [****]* [****]* [****]* [****]* Total 100% 100% 100% 100% *Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. LS&Co. - Exhibit 2 - Description of Services Page 34 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Appendix E Hours Required for Change Requests / Enhancements Area Application Group Enhancement Hours / Month Application Support Application Support Application Support Application Support Application Support Application Support Application Support Others eCommerce Retail Wholesale Global Supply Chain Flex PLM/Da-Vinci/Web PDM CARTS/Andromeda/Boardwalk Distribution center Applications (Red prairie, Workload mgmt, Euro VAS etc) Enhancement to applications used by Canada/Mexico/Brazil Corp & BI Workday Interfaces enhacements Non Business Project Hours (Apps KTLO Project Effort) Total 500 35 10 200 100 200 325 160 170 1,700 Application Support eCommerce Security Scans 2 scans / month (1 for Major Release + 1 for Minor Release) LS&Co. - Exhibit 2 - Description of Services Page 35 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Local Language Requirements CONFIDENTIAL EXECUTION VERSION Country Taiwan Korea China Application Group Application Names Local Language Retail Retail Corp & BI Retail - Competitive Connect System - CRM - WebPOS >> (KOREA - Backoffice included) Taiwan Korean - DWH (APD) - NXPDC - CRM Loop Websites - CRM Reports - Division Booking System - Retail Bulletin Board (APD) Simplified Chinese Traditional Chinese Mandarin Japanese Page 36 LS&Co. - Exhibit 2 - Description of Services Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED- REQUESTED 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) * 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED- REQUESTED 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 [****]* 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 “√” in the column labeled Supplier). 2. TEST CENTER OF EXCELLENCE(TCOE) Ref. ID Principal Activities Responsibility Supplier LS&Co. TCOE.2 TCOE.2.1 TCOE.2.1.1 TCOE.2.1.2 TCOE.2.1.3 TCOE.2.1.4 TCOE.2.1.5 TCOE.2.1.6 TCOE.2.1.7 TCOE.2.1.8 TEST CENTER OF EXCELLENCE Core Services Define TCOE Operation Model Define TCOE Governance Model Define Demand Management Framework Continuously Define Test Plan for Project releases Define Test Process Framework(Process, Methodology, Tools) Provide roadmap for Test Process Implementation Perform Audits and produce findings for review on Quality Gates for identified projects Define, Refine & Set Up Test Automation Framework and creation of Automation Assets TCOE.2.1.9 Continuously Perform Test Automation Assessment TCOE.2.1.10 Define, Refine & Set Up Performance Test X X X X X X X X X X LS&Co. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCoE) Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL EXECUTION VERSION Ref. ID Principal Activities Responsibility Supplier LS&Co. Framework and creation of Performance Assets TCOE.2.1.11 Continuously Perform Performance Test Assessment TCOE.2.1.12 Test Environment Management(Planning & Co-ordination) TCOE.2.1.13 TCOE.2.1.14 Test Data Planning & Co-ordination of Project needs (not Data Creation)) 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 Additional items TCOE.2.2 TCOE.2.2.1 TCOE.2.3 TCOE.2.3.1 TCOE.2.3.2 TCOE.2.3.3 TCOE.2.3.4 Flex Team 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 Production Support Testing Maintain Regression Test Bed’s (all the above types) to keep Assets up to date Test Governance of SAP & RAYMARK releases Facilitate Functional/Business-Process Knowledge of the Applications for in-scope projects Testing for CRs and Maintenance Releases leveraging production support team (Excluding SAP & RAYMARK) X X X X X X X X 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.: LS&Co. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCoE) Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL EXECUTION VERSION Ref. # Task Supplier LS&Co. 1 1.1 1.2 1.3 1.4 1.5 1.6 TCOE Core Services Create Operation Model Sign-off Operation Model Create Governance Model Sign-off Governance Model Create Demand Management Framework Sign-off Demand Management Framework 1.7 Manage & Publish Demand 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20 1.21 1.22 1.23 Plan for Release tests Sign-off Release tests plan Understand Current Process and test landscape Define Test Process Framework(Methodology, Tools) Sign-off Test Process Framework Provide roadmap and Implement Test Processes Sign-off Roadmap for test process implementation Audit Quality Gates for Project Releases & Publish Findings Sign-off Audit Findings Create Test Automation Framework Sign-off Test Automation Framework Assess Test cases for Automation & Publish Assessment Report Sign-off Automation Assessment Report Create Performance Test Framework Sign-off Performance Test Framework Assess Test Scenarios for Performance Test & Publish Assessment Report 1.24 Sign-off Performance Test Assessment Report 1.25 1.26 1.27 * Test Environment Management (Planning & Co-Ordination for projects) Test Data Management (Requirements, Planning & Co- Ordination) 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 A RA A RA A RA RA A RA RA A RA A RA A RA A RA A RA A RA A RA RA RA C R C R C R C C R I C R C R C R I R C R I R C R C C I LS&Co. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCoE) Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL EXECUTION VERSION Task Supplier LS&Co. Ref. # 2 2.1 2.2 3 3.1 Flex Team Create Regression Test Bed Sign-off Regression Test Bed Production Support Testing Test Governance of SAP & RAYMARK releases 3.2 Maintain Regression Test Bed to keep it up to date 3.3 3.4 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 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 A RA RA A RA C R C I R 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: TcoE Operation Model TcoE Governance Model/Framework • Understanding Document of Current Test Processes • • • Demand Management Framework • • • • • • Quality Gate Audit Assessment Report • • • Test Environment Management Framework Test Data Management Framework Test Process Handbook/Framework Test Process Implementation Roadmap Plan for Test Releases Test Automation Framework Test Automation Assessment Report Performance Test Framework LS&Co. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCoE) Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED • • 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 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. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCoE) Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL EXECUTION VERSION • • 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: oBusiness requirement documents oHigh level architecture documents oSystem design documents oApplication specific documentation oNecessary access to the Testing Environment & Test Data will be provided by LS&Co. oDuring the test execution phase, the required software builds will be available in the test environment as per the agreed upon schedule. oTesting 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 oFixes 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. oCompliance to the TCoE process is the responsibility of LS&Co. as outlined in the RACI above. oLS&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. oLS&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 lead Demand Manager LS&Co. in San Francisco California USA LS&Co. in San Francisco , California , USA Test Environment Lead Supplier Offices in Pune, India TCoE Test Data Management Lead + Test Tool Administrator Automation Architect Performance Test Architect Supplier Offices in Pune, India Supplier Offices in Pune, India Supplier Offices in Pune, India LS&Co. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCoE) Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL EXECUTION VERSION SERVICE Production Support Testing Test lead Test Engineer ROLE LOCATION 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. • 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 Definition To measure effectiveness of Supplier’s testing of Releases Defect leakage to Production with Severity 1 for testing done by Supplier. LS&Co. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCoE) Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL EXECUTION VERSION Service Level 01:– Quality Data Capture Measurement Interval Method of Calculation Expected Performance Service Level 02:– Schedule Objective Definition Data Capture Measurement Interval Method of Calculation Method 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 Monthly 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 and minimum level of defects slippage shall be 0 (ZERO) To measure Schedule adherence of Supplier testing team Schedule Slippage is calculated using the formulae => {(Actual Duration - Estimated Duration)/Estimated Duration} *100 Method 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. Monthly 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 Definition Data Capture To ensure that Supplier delivers test cases as planned. Test Cases planned to create versus test cases actually created. Method 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 Method of Calculation Expected Performance Weekly or at LS&Co.’s REQUEST Test cases created/test cases planned to be created 95% of planned test cases are created as scheduled Service Level 04: Test Execution Accuracy Objective Definition To ensure that Supplier executes test cases as planned. Test Cases planned to execute versus test cases actually executed. Method LS&Co. – Attachment 2.3.8 – Description of Services – Information Technology Services – Test Center of Excellence (TCoE) Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL EXECUTION VERSION 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 Method of Calculation Expected Performance Daily or at LS&Co.’s REQUEST Test cases executed/test cases planned to be executed 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 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 * 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. • • • • • • 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. [**** **** ****]* [**** **** ****]* 1. Order Management 1.1 Order Capture & Process 1.1.1 Enter Orders for all order types including POSM and brand apparel products Capture these orders manually, excel X X X X X X LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. upload (or other upload tools), EDI and other local country systems 1.1.2 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.) 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. 1.1.5 Resolve raised exceptions and provide approval for Supplier to execute 1.1.6 Execute per resolution provided by LS&Co 1.1.7 Analyze incoming orders and remove duplicate orders 1.1.8 Conduct the analysis, identify and raise missing/inaccurate EDI order transmissions 1.1.9 Resolve raised problematic EDI order transmissions 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 1.2.2 Maintain customer compliance document 1.2.3 Inform team on the changes in customer compliance documentation 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 X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. [List of reports to be finalized in TA / KA] 1.2.5 Manually enter and update product data translation on customer systems. 1.2.6 Manage Pricat seasonal outputs 1.2.7 Maintain contract / bulk management 1.2.8 Monthly and weekly contract / bulk cleansing (including moves and cancels) per contract policy 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 1.2.10 Retained organization to review canceled residual contracts on a weekly and monthly basis 1.2.11 Ensure call-off orders decrement from contract / bulk and not pull from open availability 1.2.12 If call-off orders are pulled from open availability, inform the retained team 1.2.13 Retained team resolves call-off orders that are pulled from open availability instead of from contracts and informs Supplier 1.2.13 Supplier executes changes 1.2.14 Confirm that changes raised by the retained team have been made 1.2.15 Maintain and update PDU on MarketMax as per changes raised by the retained team 1.2.16 Provide update or changes on PDU via email 1.2.17 Make changes to an order as per allocation requests from the retained team 1.2.18 Provide changes in allocation 1.2.19 Manage the Force Allocation process/decisions 1.2.20 Process Force Allocation requests subject to retained organization direction 1.2.21 Generate and analyze pending order cancellation report 1.2.22 Proactive communication to retained team in case of pending order cancellation X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. X X X X X X X X X X X X X X X X X 1.2.23 Manage Pre-ship approval process 1.2.24 Execute re-dating of orders based on pre- shipment approvals 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 1.2.26 Manual delivery creation as needed 1.2.27 Obtain approval documentation from Sales and Customers for orders requiring cancel date extensions, price changes, product quantity adjustments, and product substitutions 1.2.28 Communicate and provide approval to the course of action to the Supplier team 1.2.29 Execute the course of action and confirm that it has been executed 1.2.30 Ensure orders are error free and ready for Allocation 1.2.31 Provide 2nd line of support for SAP issues 1.2.32 Ensure order files are cleansed in accordance with LS&Co. policy 1.2.33 Provide LS&Co. policies and inform changes to the policies 1.2.34 Manage customer procurement and validation of VAS data for upload 1.2.35 Manage VAS data upload into related systems 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 1.3 Order Management Analyst (Work) 1.3.1 Analyze inventory position in a constrained inventory environment 1.3.2 Determine when inventory is due-in to support the order. In LSA, this includes reporting out due-in dates from SAP 1.3.3 Communicate to the retained organization for resolution X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 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 1.3.5 Execute order changes as per resolution provided X X X 1.3.6 Communicate price changes based on price order attribute 1.3.7 Manage all price changes at order level (including in-season price changes/ late adoptions approval process 1.3.9 Identify and communicate product issues such as fallout, DNA, etc. to Supplier that impact the order file 1.3.10 Execute order changes as per communication from the retained team 1.3.11 Develop, maintain and conduct OM process and systems training to Supplier agents 1.3.12 Identify and raise trends that results in recurring issues that negatively impacts orders 1.3.13 Initiate the root-cause analysis that drives the issues and provide a proposed solution of the issues to the retained organization 1.3.14 Identify any potential issues with SAP and escalate directly with IT as required for resolution. Keep LS&Co. informed on status. 1.3.15 Retained organization determines impact to orders based on redeployment strategies from distribution 1.3.16 Realign orders based on the input from retained organization 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 1.3.18 Provide direction (approval / disapproval) on order changes based on plant redetermination X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. X X X 1.3.19 Execute order changes based on the approval and plant re-determination provided by LS&Co 1.3.20 Recommend opportunities for business process improvement 1.3.21 Develop and Maintain business process documentation 1.3.22 "SAP system (where relevant to OM): >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 1.3.25 Support special OTC process for e-Commerce X 1.4 Excess and Obsolete Inventory 1.4.1 Tracks and identify obsolete inventory for export orders 1.4.3 Enter and manage orders through completion 1.4.4 Report status of orders and flag any issues with orders 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 1.5.2 Validation of FOC orders according to LS&Co. policy 1.5.4 Attain special approvals (Sales / Finance) 1.5.5 Receive and process FOC orders through shipping 2. Preliminary Order Processing (POP) / Pre-Season X X X X Booking 2.1 POP Preparation X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 2.1.1 Manage compliance to seasonal sell in windows (GTM) 2.1.2 Capture pre-booking orders for agreed upon accounts 2.1.3 Process pre-booking orders for agreed upon accounts 2.1.4 Coordinate with internal stakeholders for POP reconciliation 2.1.5 Communicate POP amendments to Sales / Customers 2.1.6 Amend pre-booking orders relative to POP results 2.1.6 For selected accounts, communicate POP contract data to be entered into sales forecasting tool 2.1.7 Enter / Upload POP PDU Data into forecasting tool - MARKETmax 2.3 POP Contracts 2.3.1 Submits pre-pack template 2.3.2 Enter / upload POP Contracts into SAP 2.3.3 Communicate POP adjustments direction 2.3.4 Reject or adjust contracts based on direction from LS&Co. 2.3.5 Manage through Contract lifecycle according to policy 2.3.6 Provide POP reporting to retained organization 2.3.7 Retained organization to communicate to key stakeholders (internal / external) 2.3.8 Release POP/Bulk entered 2.3.9 Validates unit quantities 3. Dispute & Returns Management 3.1 Dispute Management X X X X X X X X X X X X X X 3.1.1 Coordinate with retained org if sales interjection is required 3.1.2 Log into SAP to review any raised disputes on a daily basis X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 3.1.3 Conduct research to determine the validity of the dispute 3.1.4 Coordinate with supplier F&A team for approval / rejection 3.1.5 Justify dispute acceptance or rejection with supporting documentation 3.1.6 If the dispute is accepted, update UDM in SAP with results of dispute research with attached supporting documents 3.1.7 If a dispute is rejected, raise it to the retained organization 3.1.8 Retained organization will approve / disapprove dispute rejection 3.1.9 Close the dispute in UDM as per communication from the retained organization 3.2 Returns Management 3.2.1 Receive returns requests via MBX or phone 3.2.2 Obtain approval from retained organization for returns that exceed defined threshold defined in policy 3.2.3 Approve / Reject requests provided by the retained team 3.2.4 Process approved returns and manage return until it closes 3.2.5 Enter pick up onto carrier sites 3.2.6 Validation of Return when there is a return variance with DC/RDC (DC) and resolves the variance internally X X X X X X X X X X X X X X X X X X X X X X X X X X 3.2.7 Coordination with freight carriers 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 4.1.2 Partner with internal key stakeholders to understand local/exceptional reporting requirements 4.1.3 Execute data pulls and reporting needs (global and regional) 4.1.4 Provide routine business reporting 4.1.5 Provide bi-weekly sales-shipping status report X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. 4.1.6 Provide report to sales on outstanding POs 4.1.7 Provide update on product discontinuation 4.1.8 Provide metrics / KPIs reporting 4.1.9 Generate Account specific reports 4.1.10 Generate Product Cancelled reports 4.1.11 Generate Product adjustment reports [List of reports to be finalized during TA] 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 5.1.2 Respond to research requests 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 5.1.4 Receive feedback on report that needs to be edited in any way and revert with the corresponding changes 5.2 Sales Assistance 5.2.1 Coordinate picking tickets 5.2.2 Order picking tickets 5.2.3 Upload invoices in customer systems 5.2.4 Issue Latin America Licensee PO requisition 5.2.5 Provide the following as requested: product EAN list, Available to sell (A2S) report, distressed inventory list.” 5.2.6 Update list of SOs with office POs from customers 5.3 Demand Tracking 5.3.1 Tracks demand changes and cancellations 5.3.2 Initiate communications on deviations from actual demand against POP bookings 5.3.3 Consignment Order 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 X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Principal Activity Supplier LS&Co. next weeks) 6.2 Confirmation of final shipment with customer and preparing pro forma document 6.3 Management of manual delivery creation with OFG and CC 6.4 Pick-up coordination with DC and customer including transport organization and customs documents preparation for goods, POSMs, samples and furniture 6.5 Post shipment service to customer - sending all documents customs and shipment 3. LANGUAGES Supplier resources servicing the following regions will be fluent in the following languages: [****]* [****]* [****]* [****]* [Languages Supported [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* X X X X [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION [****]* [****]* [****]* [****]* [****]* LS&Co. – Attachment 2.4 – Description of Services – Customer Service Services Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY TABLE OF CONTENTS 1. Introduction 1.1 1.2 1.3 Purpose References Definitions 2. Finalization of Service Description LS&Co. – Attachment 2.5 – Description of Services – Consumer Relations Services Page i CONFIDENTIAL EXECUTION VERSION 1 1 1 1 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. Purpose. This Exhibit describes the Consumer Relations 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. 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. Introduction 1.1 1.2 1.3 General References Definitions 2. Service Levels 2.1 2.2 2.3 2.4 Performance of Serviceis Criticial Service Levels Other Service Levels Additional Service Levels 3. Measurement of Service Level Compliance 3.1 3.2 3.3 3.4 3.5 Commencement of Measurement; Measurement Interval Measuring Tools Failure to Complete Measurement Review of Measuring Tools Regional Measurement 4. Reporting 4.1 Service Level Reports 5. Service Level Validation 5.1 5.2 Service Level Baselining Process Target Adjustments 6. Failure to Perform; Service Level Credits 6.1 6.2 6.3 6.4 6.5 6.6 Weighting Factors Service Level Credits Service Level Credit Calculation Multiple Service Level Failures; At Risk Amount Application of Credits Service Level Improvement Plan 7. Changes to Service Levels 7.1 7.2 Addition or Deletion Continuous Improvement 8. Service Level Exceptions LS&Co. – Exhibit 3 – Service Level Management Page i 1 1 1 1 2 2 2 2 2 3 3 3 3 4 4 4 4 5 5 5 6 6 6 6 7 7 7 7 7 7 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. General. The Service Levels applicable to the performance of the Services are set forth in this Exhibit. 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. 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) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) “Additional Criteria” has the meaning given in Section 2.4. “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). “Critical Service Level Failure” has the meaning given in Section 2.2. “Existing Performance” has the meaning given in Section 5.1. “Initial Review Period” has the meaning given in Section 5.1. “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. “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. “Objection Notice” has the meaning given in Section 2.4. “Performance Target” means with respect to a Service Level, the target for the Service Level set forth in the applicable Service Level Definitions Document. “Region” has the meaning given in Section 3.5. “Relief Event” has the meaning given in Section 8. LS&Co. – Exhibit 3 – Service Level Management Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION (l) (m) (n) (o) (p) (q) (r) (s) “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. “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. “Service Level Improvement Plan” has the meaning given in Section 6.6. “Service Level Report” has the meaning given in Section 4.1. “Validated Average” has the meaning given in Section 5.1. “Validation Period” has the meaning given in Section 5.1. “Validation Service Level” has the meaning given in Section 5.1. “Weighting Factor” has the meaning given in Section 6.1. 2. 2.1 2.2 2.3 2.4 SERVICE LEVELS. 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. 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. 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. 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 LS&Co. – Exhibit 3 – Service Level Management Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 3.1 MEASUREMENT OF SERVICE LEVEL COMPLIANCE. 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. 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 LS&Co. – Exhibit 3 – Service Level Management Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 3.4 3.5 4. 4.1 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. 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. 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) (b) (c) [****]* [****]* [****]* 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. REPORTING. 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 LS&Co. – Exhibit 3 – Service Level Management Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 5. 5.1 5.2 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. SERVICE LEVEL VALIDATION. 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”) 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. 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. LS&Co. – Exhibit 3 – Service Level Management Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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) (b) A is the At Risk Amount for the month in which the Service Level Failure occurred; and 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: A = [****]* [the monthly Charges multiplied by the At Risk Amount]; Multiplied by: B = 0.6 (60/100) [the Weighting Factor divided by 100]; Equals LS&Co. – Exhibit 3 – Service Level Management Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION = $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 6.6 7. 7.1 7.2 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. 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. CHANGES TO SERVICE LEVELS. 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. 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. LS&Co. – Exhibit 3 – Service Level Management Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY 8. SERVICE LEVEL EXCEPTIONS. CONFIDENTIAL EXECUTION VERSION 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) (b) (c) (d) (e) 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; 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.’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; 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; 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; LS&Co. – Exhibit 3 – Service Level Management Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION (f) (g) 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; 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 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 * 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. Introduction. 1.1 1.2 1.3 1.4 General References Definitions Completion of Service Level Definitions 2. Critical Service Levels. 3. Other Service Levels 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.1 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 3.19 3.2 3.21 3.22 3.23 3.24 3.25 3.26 3.27 3.28 3.29 3.3 3.31 3.32 3.33 3.34 3.35 Employee Relations: Employee Relations Quality of Service Employee Relations: Timeliness of Employee Relations Transaction Completion Leave Administration: Leave Request Response Timeliness Leave Administration: FMLA Leave Expiry Leave Administration: Leave Request Decision Notification Timeliness Employee Data Management: Employee Data Accuracy Employee Data Management: Employee Data Timeliness Employee Data Management: Employee File Retrieval Timeliness Benefit Administration – Transaction Accuracy Benefit Administration – Transaction Timeliness Benefit Administration – Materials Fulfillment Timeliness Benefit Administration – Materials Fulfillment Accuracy Recruitment – Recruiting Timeliness Recruitment – Employee Data Accuracy Compensation Admin – Employee Data Accuracy Performance Management – Performance Management Timeliness Offboarding – Offboarding Accuracy Offboarding – Offboarding Timeliness Offboarding – Severance Package Accuracy Service Desk – Average Speed to Answer Service Desk – First Call Resolution Service Desk – Customer Satisfaction Service Desk – Inquiry Acknowledgement Service Desk – Resolution of Escalated Cases Service Desk – Escalated Cases to LS&Co. Service Desk – Service Desk Availability Service Desk – Call Abandonment Rate HRIS – Interface Reliability HRIS – Incident Management and Resolution HRIS – Problem Management Root Cause Analysis HRIS – Change Management Enhancement HRIS – HR Portal Availability HRIS – HR Portal Speed HRIS – HR Portal Speed to Update HRIS – Reporting Accuracy and Timing LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page i 1 1 1 1 1 1 1 1 2 2 3 4 4 5 6 6 7 8 9 9 10 11 11 11 12 13 13 14 15 16 16 17 17 18 19 19 21 22 23 24 24 25 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 1.4 INTRODUCTION. 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. 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. 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. 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). OTHER SERVICE LEVELS 3. 3.1 Employee Relations: Employee Relations Quality of Service Employee Relations KPI01: ER Quality of Service Objective Definition To ensure that the Supplier employee relations (ER) team is providing quality consultation to LS&Co. employees. Satisfaction with Supplier ER service delivery will be measured on a 5 point scale. Method LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Employee Relations KPI01: ER Quality of Service Data Capture Measurement Interval Method of Calculation Performance Target Metric Type 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. Quarterly For each Measurement Interval: ER quality =[( # of ER cases rated =/> 3) / (# of ER cases)] * 100 Service Metric 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. 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 Definition Data Capture Measurement Interval Method of Calculation To ensure the timely completion of ER transactions that arise from LS&Co. ER queries. The percentage of ER transactions that are completed in accordance with LS&Co. service standards as shown below: • and as mutually agreed • Review of corrective actions and performance improvement plans - 2 business days Preparation of termination proposals - 2 business days, subject to demands of initiative, The contact tracking system that records contacts and their resolution. Method Monthly 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 Metric Type Performance Level is achieved when 85% (subject to baselining) of identified ER-related transactions are completed in accordance LS&Co. service standards. 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 LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Leave Administration KPI01: Leave Request Response Timeliness Objective Definition Data Capture Measurement Interval Method of Calculation Performance Target Metric Type To ensure LS&Co. employees receive timely responses to their new leave requests Percentage of responses completed within 2 business days regarding new leave requests for [****]*. Percentage of responses completed within 2 business days regarding new leave requests for [****]* and [****]*, subject to baselining. Supplier systems capture all records and provide reports. Method Monthly 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 98%, subject to baselining 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 Definition Data Capture Measurement Interval Method of Calculation To ensure LS&Co. employees receive timely notification when their Company protected leave period has ended based on company policy. Percentage of exhaustion notifications submitted to agreed-upon channels for distribution within two (2) business days past the period end date for [****]*, 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 [****]* and [****]*, subject to baselining for similar leaves Method Supplier systems capture all records and provide reports. Monthly 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) LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Leave Administration KPI02: FMLA Leave Expiry expressed as a percentage. Service Metric Performance Target Metric Type 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). 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 Definition To ensure LS&Co. employees’ leave decision notifications are communicated in a timely manner. 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 Method of Calculation Monthly 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 Metric Type Performance Target achieved when 97% (subject to baselining) of leave decision notifications are communicated within thirty-five (35) business days. 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. LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Employee Data Management KPI01: Employee Data Accuracy Definition Data Capture Measurement Interval Method of Calculation Values Performance Target Metric Type (Includes all data that Supplier is responsible for managing for benefits and non-benefits). 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 Report (10% sample as noted above) to be created from the HR system based on a random sample of transactions performed by Supplier personnel. Daily For each Measurement Interval: Data Accuracy = (( # of transactions completed accurately) / (# of transactions sampled)] * 100 Service Metric Metrics. Performance Target is achieved when 99% (subject to baselining) of transactions are processed accurately for [****]*, and 99% transactions are processed accurately for [****]* and [****]*, subject to baselining. 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 Definition Data Capture Measurement Interval Method of Calculation Ensure that updates to employee data are completed in a timely manner. 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 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. Daily 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 LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Employee Data Management KPI02: Employee Data Timeliness Values Performance Target Metric Type Metrics. 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. 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 Retrieve records in a timely manner. Objective Definition Measured by dividing the number of records requests retrieved within 3 business days by the total number of record requests retrieved. Data Capture Measurement Interval Method of Calculation Values Performance Target Metric Type Method Supplier will track and report on the time and date transactions are received when they are updated in the HR system Daily 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 Metrics 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. The following Service Level is promotable to a Critical Service Level at the election of LS&Co. 3.9 Benefit Administration – Transaction Accuracy Benefits KPI01: Benefit Administration – Transaction Accuracy Objective Definition 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. A transaction is defined as an entry of data specific to an employee’s benefits data into the system. LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. To be determined during the requirements phase. Method Monthly 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 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. 97% subject to baselining The following Service Level is promotable to a Critical Service Level at the election of LS&Co. Data Capture Measurement Interval Method of Calculation Performance Target Increased Impact Metric Type 3.10 Benefit Administration – Transaction Timeliness Benefits KPI02: Benefit Administration – Transaction Timeliness Objective Definition Data Capture Measurement Interval Method of Calculation To ensure that benefits transactions in the defined scope of work are completed in a timely manner. 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. To be determined during the requirements phase. Method Monthly 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 LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Benefits KPI02: Benefit Administration – Transaction Timeliness Service Metric Performance Target Metric Type 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. Performance Target is achieved when 99% (subject to baselining) of benefits transactions are processed within 72 hours for [****]*, and when 99% of benefits transactions are processed within 72 hours for [****]* and [****]*, subject to baselining. 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 Definition Data Capture Measurement Interval Method of Calculation Service Metric Performance Target To ensure that benefit related materials distributed by the Supplier are submitted to distribution channels in accordance with timeframes as agreed. 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 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 Monthly 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. Performance target is achieved when 99.9% (subject to baselining) of materials are distributed within agreed upon timeframes for [****]*, and 99.9% of materials are distributed within agreed upon timeframes for [****]* and [****]*, subject to baselining LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 Definition Data Capture Measurement Interval Method of Calculation Performance Target Metric Type To ensure that benefits related materials distributed by the Supplier are processed accurately. 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 Supplier will use random sampling to track the accuracy of fulfilment procedures. Monthly 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. Service Metric Performance Target is achieved when 99.9% (subject to baselining) of sampled materials are error free for [****]*, and when 99.9% of sampled materials are error free for [****]* and [****]*, subject to baselining 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 Definition To ensure LS&Co. recruiting administration activities ( interview scheduling, background check, OB) are done in a timely manner 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 LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Recruitment KPI01: Recruiting Timeliness Data Capture Measurement Interval Method of Calculation Performance Target Metric Type Supplier will track and report on the recruiting transactions which are received when they are updated in the HR system. Monthly 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 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. 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 Definition Data Capture Measurement Interval Method of Calculation Values Performance Target Metric Type To ensure that the data of an new employee is completed accurately in the system 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 Report (10% sample as noted above) to be created from the HR System based on a random sample of transactions performed by Supplier personnel. Monthly 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 Metrics Performance Target is achieved when 99% (subject to baselining) of transactions are processed accurately for [****]*, and 99% (subject to baselining) transactions are processed accurately for [****]* and [****]*, subject to baselining. The following Service Level is promotable to a Critical Service Level at the election of LS&Co. LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 3.15 Compensation Admin – Employee Data Accuracy Compensation Admin KPI01: Compensation Admin timeliness Objective Definition Data Capture Measurement Interval Method of Calculation To ensure that compensation data requests are performed on time as agreed according to the schedule Compensation data provided to third parties for survey as per the agreed timelines between third party and LS&Co. Method Captured using Supplier’s case management tool. Yearly Number of requests processed and provided to third party on time / total number of requests received Performance Target 99% (subject to baselining) Service Metric 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 Definition Data Capture Measurement Interval Method of Calculation To ensure that performance management activities are performed on time as agreed according to the schedule. Percent of performance management support closed prior to 2 days of actual performance cycle closure. Method To be captured using Workday. Yearly Number of requests processed on time / total number of requests received as a percentage Performance Target 99% subject to baselining Service Metric Metric Type The following Service Level is promotable to a Critical Service Level at the election of LS&Co. 3.17 Offboarding – Offboarding Accuracy Offboarding KPI01: Offboarding Accuracy Objective Definition To ensure that updates to termination data of an employee are completed accurately. Number of termination transactions processed accurately divided by the number of termination transactions processed during the period. LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Offboarding KPI01: Offboarding Accuracy Method Data Capture Measurement Interval Method of Calculation Service Metric Performance Target Metric Type 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. Daily 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) 99% subject to baselining 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 Definition To ensure LS&Co. employees are terminated timely based on the requests received. 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 Data Capture Supplier will track and report on the termination transactions which are received when they are updated in the HR system. Method LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 12 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Offboarding KPI02: Offboarding Timeliness Measurement Interval Method of Calculation Monthly 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) Performance Target 99.9% subject to baselining Service Metric Metric Type The following Service Level is promotable to a Critical Service Level at the election of LS&Co. 3.19 Offboarding – Severance Package Accuracy Offboarding KPI03: Severance Package Accuracy Objective Definition Data Capture Measurement Interval Method of Calculation Performance Target Metric Type To ensure that all severance-related materials distributed by Supplier are processed accurately. 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 Supplier will use random sampling to track the accuracy of fulfilment procedures. Quarterly 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 Service Level is achieved when 99% (subject to baselining) of sampled materials are error free. 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 Definition To ensure that calls to the service desk are answered promptly. The length of time that an LS&Co. employee/family member or retiree/family member waits to speak with a service desk agent. LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 13 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Service Desk KPI01: Average Speed to Answer Data Capture Measurement Interval Method of Calculation Values Performance Target Metric Type Method Through Supplier’s tracking system. Daily For each Measurement Interval: ASA = [(sum of speed to answer for all calls) / (# of calls)] *100 Service Metric Metrics Performance Target is achieved when the average speed to answer does not exceed 45 seconds (not counting IVR steps), subject to baselining The following Service Level is promotable to a Critical Service Level at the election of LS&Co. 3.21 Service Desk – First Call Resolution Service Desk KPI02: First Call Resolution Objective Definition To measure the number of calls that are resolved on the first call, per the escalation policy, to the Supplier’s Service Desk. “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 LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 14 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 Measurement Interval Method of Calculation Values Performance Target Metric Type Supplier will track and report First Call Resolution statistics via its service ticket system. Monthly. For each Measurement Interval: First Call Resolution = [(# of calls “resolved”) / (# of calls)]* 100 Service Metric Metrics. 90.0% (subject to baselining) of all first calls are resolved while employee/family or retiree/family is on the initial phone call. The following Service Level is promotable to a Critical Service Level at the election of LS&Co. 3.22 Service Desk – Customer Satisfaction Service Desk KPI03: Customer Satisfaction Objective Definition Data Capture Measurement Interval Method of Calculation To ensure that Supplier is meeting customer (end-user) expectations. 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. LS&Co. and Supplier will develop a mutually acceptable survey and will agree on sample size. Method Monthly 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, LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 15 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 Definition Data Capture Measurement Interval Method of Calculation Values Performance Target Metric Type To ensure that email queries are acknowledged in a reasonable time frame. 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 captured using Supplier’s system. Daily For each Measurement Interval: Acknowledgement percent = [# of inquiries acknowledged within 1 business day) / (total # of inquiries)] * 100 Service Metric Metrics. 100% (subject to baselining) of user emails are acknowledged within 1 business day. 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 Definition Data Capture Measurement Interval Method of Calculation To ensure that cases escalated to Tier II (Supplier Transaction Processing Team) are resolved in a reasonable time frame. 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 captured using Supplier’s system Daily For each Measurement Interval: Escalated case resolution percentage = [# of escalated cases resolved within 2 business day) / (# of escalated cases)] * 100 LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 16 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Definition To ensure the number of escalated cases to Tier III (LS&Co.) are genuine escalations. Number of cases accurately routed to Tier III as per the process guidelines. Data Capture Measurement Interval Method of Calculation Method Data captured using Supplier’s system. Monthly 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 Values Metrics Performance Target 99% subject to baselining Service Metric 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 Definition To ensure that Supplier call center is available to LS&Co. employees. Measured as the minutes system is available during the agreed helpdesk shift window per region less scheduled maintenance LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 17 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Service Desk KPI07: Service Desk Availability Definition Data Capture Measurement Interval Method of Calculation Values Performance Target Metric Type 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 ACD reports and/or telephone system reports indicating network and system is available to process calls. Monthly 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 Metrics. Call Center is available 99.9% (subject to baselining) of the time to receive calls. 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 Definition Data Capture Measurement Interval Method of Calculation Values Performance Target To ensure that Supplier answers end-user calls to its customer service desk prior to the user hanging up. 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 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. Daily For each Measurement Interval: Call abandonment = [(# of calls abandoned) / (total # of calls)] * 100 Service Metric Metrics. The average call abandonment rate does not exceed 5% (subject to baselining) of total calls received during the Measurement LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 18 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 Definition Data Capture Measurement Interval Method of Calculation Values Performance Target Metric Type To ensure that service requests for new interfaces or changes to existing interfaces are implemented into production successfully. Success of building interfaces (new or a change) having no defects during the user acceptance testing (UAT) phase. Method Reports created from Supplier UAT log. Monthly For each Measurement Interval: Modification success rate = 1-[(# of changes installed requiring fixes) / (total number of changes applied)] * 100. Service Matrix Metrics 95% (subject to baselining) of modification introduced will be cleared during the UAT phase prior to releasing to production environment. 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 Definition 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. 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 LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 19 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION HRIS KPI02: Incident Management and Resolution Data Capture significant current productivity impact. In addition severity 3 includes specific outage scenarios as identified and agreed to by LS&Co. • 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 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 Method of Calculation Per incident. (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. Values Metrics Performance Target 98% (subject to baselining) or more of: Service Metric LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 20 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 • 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 The following Service Level is promotable to a Critical Service Level at the election of LS&Co. Metric Type 3.30 HRIS – Problem Management Root Cause Analysis HRIS SLA01: Problem Management Root Cause Analysis Target Time Performance Target Measurement Interval Service Level Measure Priority 1 Priority 2 Priority 3 Data Capture Method of Calculation Performance Goal (Aspirational Target) 100% 100% 100% 3 Calendar days 5 Calendar days 15 Calendar days ITSM Tool (Service Now) (Total number of Priority N (N=1,2,3 or 4) problems resolved within Target time within the measurement interval / 99% (To be Baselined) 97% (To be Baselined) 95% Monthly Monthly Monthly LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 21 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 Applications promoted to production error free (Not Applicable) Performance Goal (Aspirational Target) 100% Performance Target Measurement Interval Calculation Method 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% (Total number of Resolved Enhancement CRs where Actual Enhancements delivered on Not Applicable 100% 95% Monthly LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 22 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION HRIS SLA02: Change Management Enhancement Service Level Measure Target Time Performance Goal (Aspirational Target) schedule Performance Target Measurement Interval Calculation Method Turnaround enhancements estimates (effort) 5 Calendar days 100% 95% Monthly Implementation date <= Planned Implementation date within Target time within the measurement interval / Total number of Enhancement CRs resolved within the measurement interval) * 100% (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 ITSM Tool (Service Now) 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 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. LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 23 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION HRIS KPI03: HR Portal Availability Definition Data Capture Measurement Interval Method of Calculation Values Performance Target Metric Type 3.33 HRIS – HR Portal Speed HRIS KPI04: HR Portal Speed Objective Definition Data Capture Measurement Interval Method of Calculation Values Performance Target Metric Type The percentage time the HR portal is accessible by LS&Co. employees. Method Reports indicating employee has access to the portal and the system is able to process employee requests. Monthly 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 Metrics Availability is equal to or greater than 99%. (subject to baselining) The following Service Level is promotable to a Critical Service Level at the election of LS&Co. To ensure that LS&Co. employees can access the HR portal in a reasonable amount of time. The time it takes for LS&Co. employees to access the HR portal. Method Reports indicating speed of HR portal. Monthly For each Measurement Interval: TBD pending determination of metric and mechanism to track the metric. Service Metric Metrics TBD 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 LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 24 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION HRIS KPI05: HR Portal Speed to Update manner. Definition Data Capture Measurement Interval Method of Calculation Values Performance Target Metric Type Measured as the percentage of updates provided by LS&Co. completed within 24 hours and 72 hours. Method 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. Monthly 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 Metrics 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) 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 Definition Data Capture Measurement Interval Method of Calculation To measure the accuracy and timeliness of performance reporting by Supplier. 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. Method Status report prepared by Supplier showing the agreed to performance that are delivered to LS&Co. accurately and on time. Monthly For each Measurement Interval: Performance report quality = [(# of accurate and on time reports) / (# of performance reports)] * 100 Service Metric Values Metrics LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 25 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION HRIS KPI06: Reporting Accuracy and Timing Performance Target Increased Impact Metric Type 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 is when reports are less than 95% error free, or are not delivered to LS&Co. within 10 business days of expected receipt. The following Service Level is promotable to a Critical Service Level at the election of LS&Co. LS&Co. – Attachment 3.1 – Service Level Definitions – Human Resource Services Page 26 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 * 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. Introduction. 1.1 1.2 1.3 1.4 General References Definitions Completion of Service Level Definitions 2. Critical Service Levels. 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 Accounts Payable Travel & Expense (T&E) Payroll Accounts Receivable General Accounting Inventory Accounting Treasury Transactions Internal Reporting Indirect Procurement Technology and Master Data Management LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page i 1 1 1 1 1 1 1 6 8 11 16 20 21 23 24 27 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 1.4 INTRODUCTION. 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. 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. 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. 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 % of total non-urgent invoices processed within the agreed timeframe Definition 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. LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 Definition Accuracy of all invoice processing % 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. Method Data Capture Underlying LS&Co. Technology Framework/ Base))) Suite Measurement Interval Daily (reported weekly) LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 is achieved when 99% of invoices are turned around accurately. Performance Target 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) % of total Urgent Invoices posted within agreed timeframe Definition 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 Definition Timeliness of query response and resolution 1. % queries responded within the agreed timeframe 2. % queries resolved within the agreed timeframe LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. Data Capture Underlying LS&Co. Technology Framework/ Base))) Suite Measurement Interval Daily (reported weekly) Method 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 Metric Type Critical Service Level 2. Performance Target is achieved when 98% of queries are resolved within the agreed timeframe 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 LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Accounts Payable SLI01: Accounts Payable– Payments Processing- On Time Payments Analysis/Knowledge Acquisition phase Data Capture Measurement Interval Method of Calculation Performance Target Definition of Payment Terms: A list of Payment Terms will be delivered during TA / KA Method Underlying LS&Co. Technology Framework/ Base))) Suite Daily (reported weekly) (Total invoices paid within the payment terms per SAP / Total invoices paid)*100 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 Definition Invoice processing average cycle time Average cycle time of invoices processed and ready for payment in a measurement period Data Capture Underlying LS&Co. Technology Framework/ Base))) Suite Measurement Interval Weekly (reported monthly) Method 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 is met when the average cycle time for invoices is 9 days or less. Performance Target 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] LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Accounts Payable SLI01: Accounts Payable– Payments Processing- On Time Payments Metric Type 2.2 Travel & Expense (T&E) Critical Service Level SL01: Travel & Expense – Expense Statement Processing- Timeliness Objective Timeliness of employee expense report processing % expense reports processed within agreed timeframe Definition 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 LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 1. % queries responded within the agreed timeframe 2. % queries resolved within the agreed timeframe Definition 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. LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Data Capture Underlying LS&Co. Technology Framework/ Base)))™ Suite Measurement Interval Daily (Monthly) Method 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 is achieved when 95% of queries are responded within agreed timeframe Performance Target 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 Process Metric Metric Type KPI Performance Target 2.3 Payroll SL01: Payroll Timeliness Objective Definition Ensure timeliness of employee payments in terms of percentage of payments distributed on time Number of payments distributed on time per agreed schedule LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION SL01: Payroll Timeliness Data Capture Measurement Interval Method of Calculation Definition of Schedule: Payroll schedules by country will be provided during TA / KA Method Captured using the LS&Co. and 3rd party payroll systems /manual files (as appropriate) Bi-weekly (Monthly) 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. Method Data Capture Measurement Interval Method of Calculation Captured using the 3rd party payroll systems/manual files (as appropriate) Bi-weekly, Monthly (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 LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 9 Performance Target Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 Definition Data Capture Measurement Interval Method of Calculation To ensure payments processed accurately without overpayment The percent of payments that do not contain a processing error or incompletion for the measurement window that would result in overpayment Method Captured using the LS&Co. or 3rd party payroll system Weekly, Bi-weekly or Monthly (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 Definition Data Capture Measurement Interval Method of Calculation To ensure payments processed accurately without Underpayment The percent of payments that do not contain a processing error or incompletion for the measurement window that would result in underpayment Method Captured using the LS&Co. or 3rd party payroll system Weekly, Bi-weekly or Monthly (Total number of payments processed - the total number of errors resulting in underpayment) divided by the total number of payments * 100 LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 % of manual invoices / credit memo created within agreed timeframe Definition 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. Data Capture Underlying LS&Co. Technology Framework/ Base))) Suite Measurement Interval Daily (Monthly) Method 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 LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Metric Type Critical Service Level SL02: AR – Accuracy of Invoices / Credit Memos Objective Definition Accuracy of invoices/credit memos created (tracked separately for credit memos, manual invoices and automatic invoices) % 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 is achieved when 100% of invoices are created accurately Performance Target Metric Type Critical Service Level SL03: AR – Timelines of Cash Application Objective Definition Timeliness of cash application (third party, O&O and country level if enabled within underlying LS&Co. systems) % 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) LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 12 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 is achieved when 99% of cash applied in relevant customer accounts is within agreed timeframe Performance Target Metric Type Critical Service Level SL04: AR – Accuracy of Cash Application Objective Definition Accuracy of cash application (third party, O&O and country level if enabled within underlying LS&Co. systems) % 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. Data Capture Underlying LS&Co. Technology Framework/ Base Suite Measurement Interval Daily (Monthly) Method 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 is achieved when 100% of cash is applied accurately out of total cash applied Performance Target Metric Type Critical Service Level SL05: AR – Timeliness of Credit Check Request Objective Timeliness of credit check request processing % of credit check requests processed within agreed timeframe Definition 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 LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 13 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Target. Non-urgent credit checks can be completed within 72 hours of receipt and still meet service request. Data Capture Underlying LS&Co. Technology Framework/ Base))) Suite Measurement Interval Daily (Monthly) Method 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 Definition Past-due % % cash past-due Definition of Past Due: Past Due is defined as ten calendar days for [****]*accounts and thirty calendar days for [****]* and [****]*. Past due for [****]* and [****]* 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. Method Data Capture Measurement Interval Method of Calculation Underlying LS&Co. Technology Framework/ Base))) Suite Daily (Monthly) (# of past due payments/total due payments) * 100 LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 14 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 Performance Target Objective Definition Timeliness of retail cash clearing % 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 Definition Data Capture Measurement Interval Method of Calculation Performance Target Timeliness of dispute resolution % 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 Underlying LS&Co. Technology Framework/ Base))) Suite Daily (Monthly) (1- (# of disputed items beyond 15 days / total # disputes items in a measurement period))*100 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] LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 15 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Metric Type Critical Service Level SL05: AR – Retail Cash- Aging Report Objective Definition Data Capture Measurement Interval Method of Calculation Track retail cash aging by country Retail cash aging reporting Method Underlying LS&Co. Technology Framework/ Base))) Suite Daily (Monthly) 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 2.5 General Accounting SL01: General Accounting – Timely Closure Objective Definition Timeliness of month-end tasks to ensure sufficient time for review of financial position before the hard close of GL % 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 is achieved when 100% Month End Tasks is completed within agreed timeframe Performance Target 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 LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 16 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 Definition Timeliness of asset additions, deletions & updates % 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 LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 17 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Measurement Interval Daily (Monthly) 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 is achieved when 99% of Asset Additions, Deletions and Updates to Invoices are processed within the measurement period Performance Target Metric Type Critical Service Level SL06: Fixed Assets – Accuracy of Fixed Asset Transactions Objective Accuracy of asset additions, updates and disposals. % asset additions, updates and disposals processed accurately Definition 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. Data Capture Underlying LS&Co. Technology Framework/ Base Suite Measurement Interval Daily (Monthly) Method 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 is achieved when 99% of Asset additions, updates and disposals of Invoices are processed Accurately Performance Target Metric Type Critical Service Level SL07: Reconciliations– Timeliness of Reconciliations Objective Definition Timeliness of all the reconciliations (including intercompany reconciliations) % of reconciliations performed within agreed timeframe LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 18 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 KPI01: General Accounting –Number of Days to Close – Objective Definition Number of Days to Close Number of days from fiscal period end to final “HFM load” and KPI Data Capture Measurement Interval Method of Calculation SAP / HFM Monthly Count the number of days Method Performance Target Performance Target Process Metric Metric Type KPI LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 19 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 % adjustments done within agreed timelines Definition 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 Store data reconciled within agreed timelines Definition 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. LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 20 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 Underlying LS&Co. Technology Framework/ Base))) Suite Monthly or upon physical inventory Store data reconciled within agreed timeframe during the measurement window Performance Target Performance Target expectation is achieved when 95% of the store data is reconciled within the agreed timelines Data Capture Measurement Interval Method of Calculation Performance Target Metric Type Critical Service Level SL01: Inventory Accounting – Accuracy of Inventory Adjustments Objective Accuracy of inventory adjustments % inventory adjustments completed accurately Definition 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 is achieved when 100% Inventory Adjustments is done accurately Metric Type Critical Service Level Performance Target 2.7 Treasury Transactions LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 21 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION SL01: Treasury Transactions – Timelines of in-house Bank Statements Objective Timeliness of in-house bank statement generation % in-house bank statements generated within the agreed timelines Definition 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.) % of rates updated accurately Definition 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. Data Capture Measurement Interval Method of Calculation Method Underlying LS&Co. Technology Framework/ Base))) Suite Monthly (# rates updated accurately/ Total rates uploaded in the measurement period)*100 LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 22 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Performance Target Performance Target is achieved when 100% of rates are updated accurately Metric Type Critical Service Level Performance Target 2.8 Internal Reporting Internal Reporting SL01:– Timeliness- Performance Target Objective Objective Definition Timely creation and delivery of internal and ad hoc report requests # of reports delivered as per agreed timeline Data Capture Measurement Interval Method of Calculation Performance Target Metric Type Definition of Timeline: During the report request, a timing target would be set by the requestor. Method BASE Ad Hoc # of reports delivered on time / total # of reports to be generated Performance Target Performance Target is achieved when 90% of all reports are delivered on time Critical Service Level Internal Reporting SL02:– Accuracy of Reports Objective Definition Accuracy of reports generated # 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 BASE Ad Hoc # of accurate reports delivered / total # of reports generated Performance Target Data Capture Measurement Interval Method of Calculation LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 23 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 Definition Measure the cycle time for PO creation 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. Data Capture Measurement Interval Method of Calculation Method BASE))), SAP Monthly 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 48Hours / Total number non-urgent POs created. 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 Definition Measure the cycle time for vendor set-up Average time to create a vendor from the requisition within the agreed LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 24 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Indirect Procurement SL02: Vendor Set-Up Cycle Time – Performance Target Objective Definition timeframe Data Capture Measurement Interval Method of Calculation 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 BASE))), SAP Monthly 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 Metric Type Critical Service Level Performance Target is achieved when 98% of all non-urgent vendor set-up requests are completed within the respective stipulated timeframes In direct Procurement SL02: Quality– Performance Target Objective Objective Definition Measure the accuracy of the request processed % 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 LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 25 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. Data Capture Measurement Interval Method of Calculation Method SAP & Base))) Monthly 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 Definition Data Capture Measurement Interval Method of Calculation Measure the average cycle time for vendor set-up Average time to create a vendor from the requisition Method BASE))), SAP Monthly Average length of time from receipt of request to vendor creation – based on time stamped requisition and creation Performance Target Performance Target Metric Type Process Measure KPI Indirect Procurement KPI02: Closing PO Objective Definition Data Capture Measurement Interval Report the total # of closing POs Report the total # of closed POs in the system Method SAP & Base))) Quarterly LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 26 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Indirect Procurement KPI02: Closing PO Method of Calculation Performance Target Metric Type Number of closed POs in the system Performance Target Process Metric KPI Indirect Procurement KPI03: Retro PO Objective Definition Data Capture Measurement Interval Method of Calculation Performance Target Metric Type Report the total # of retroactive POs % retroactive POs created Method SAP & Base))) Monthly 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 Process Measure (Reporting Metric only) KPI 2.10 Technology and Master Data Management SL01: Turnaround time MDM Objective Definition Timeliness of master data request processing % 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. LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 27 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION SL01: Turnaround time MDM [This needs to be further discussed during TA/KA due to the different types of Master Data] Data Capture Measurement Interval Method of Calculation Performance Target Method SAP & Base))) Monthly (Total # of requests processed (in a given period ) / Total # of request received (during the same abovementioned time period))* 100 Performance Target Performance Target is achieved when 97% requests are processed within the agreed timelines Metric Type Critical Service Level SL02: Quality MDM Objective Definition Measure the accuracy of the request processed % requests processed accurately Data Capture Measurement Interval Method of Calculation 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 SAP & Base))) Monthly 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 LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 28 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION SL03: Vendor Set-Up Cycle Timeliness - Direct Procurement Objective Definition Measure the timeliness of the cycle time for vendor set-up % of total vendor set-up within the agreed timeframe (cycle time) Data Capture Measurement Interval Method of Calculation 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 BASE))), SAP Monthly Urgent Vendor Set-Up Requests Sum of all Urgent vendor Set-Up requests completed within 1business 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 Definition Data Capture Measurement Interval Method of Calculation Report the total number of one-time vendor added per business # of one-time vendors added Method SAP & Base))) Monthly Track and report one-time vendors added Performance Target Performance Target Metric Type Process Measure KPI LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 29 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION KPI02: Inactive Vendor List Objective Definition Data Capture Measurement Interval Method of Calculation Performance Target Metric Type Report the total number of inactive vendors in the system Report the number of inactive vendors in the system Method SAP & Base))) Quarterly # of inactive vendors in the system Performance Target Process Measure KPI SLA03: Average Vendor Set-Up Cycle Time Objective Definition Data Capture Measurement Interval Method of Calculation Measure the average cycle time for vendor set-up Average time to create a vendor from the requisition Method BASE))), SAP Monthly Average length of time from receipt of request to vendor creation – based on time stamped requisition and creation Performance Target Performance Target Metric Type Process Measure Critical Service Level LS&Co. – Attachment 3.2 – Service Level Definitions – Finance Services Page 30 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. Introduction 1.1 General 1.2 References 1.3 Definitions 2. Critical Service Level 2.1 Resolution Service Level 3. Other Service Level Response Service Levels 3.1 3.2 Data Center LAN Availability 3.3 3.4 3.5 Voice Services 3.6 Corporate and Distribution center LAN Corporate and Distribution center WAN Routers Problem Ticket Resolution Service Level (Root Cause Analysis Submission) 1 1 1 1 1 1 2 2 3 3 3 4 4 LS&Co. – Attachment 3.3.1 – Service Level Definitions – Network Services Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. 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. 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. 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 Priority 2 Priority 3 Priority 4 4 clock hours 8 clock hours 72 clock hours 120 clock hours Data Capture ITSM Tool (Service Now) 95% 95% 95% (To be baselined) 95% (To be baselined) Methods Monthly Monthly Monthly Monthly 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. • 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 Exclusions 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 LS&Co. – Attachment 3.3.1 – Service Level Definitions – Network Services Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 Priority 1 Priority 2 Priority 3 Priority 4 10 minutes 30 Min 4 clock hour 8 clock hours Data Capture ITSM Tool (Service Now) Escalate/ Reassign 30 minutes 1 clock hour 12 clock hours 30 clock hours Methods Performance Target 95% 95% 95% 95% Measurement Interval Monthly Monthly Monthly Monthly 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. LS&Co. – Attachment 3.3.1 – Service Level Definitions – Network Services Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 3.2 Data Center LAN Availability NOC SL01– Service Level Agreement Definition Performance Target Data Center LAN Availability(To be baselined) 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. Data Capture Measurement Interval Method of Calculation Exclusion Method HP NNMi tool Monthly TBD Lan Cabling (Excluding patch Cabling) 3.3 Corporate and Distribution center LAN NOC SL02– Service Level Agreement Definition Performance Target Corporate and Distribution center LAN availability(To be baselined) 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. Data Capture Measurement Interval Method of Calculation Exclusion Method HP NNMi tool Monthly TBD 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 Performance Target Corporate and Distribution center WAN Routers availability(To be baselined) 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. Data Capture HP NNMi tool Method LS&Co. – Attachment 3.3.1 – Service Level Definitions – Network Services Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION NOC SL03– Service Level Agreement Measurement Interval Method of Calculation Exclusion 3.5 Voice Services NOC SL04– Service Level Agreement Definition Performance Target Monthly TBD Telecom service provider Routers Voice Services availability(To be baselined) 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. Data Capture Measurement Interval Method of Calculation Exclusion Method HP NNMi tool Monthly TBD Analog lines are excluded from service levels 3.6 Problem Ticket Resolution Service Level (Root Cause Analysis Submission) Type Tier 1 systems Production systems (Non-Tier 1) Non-Prod systems Service Level 5 business days 7 business days 10 business days Supplier will provide RCA on problem tickets as necessary • 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 LS&Co. – Attachment 3.3.1 – Service Level Definitions – Network Services Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 – Network Services Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. Introduction 1.1 General 1.2 References 1.3 Definitions 2. 3. Critical Service Levels Other Service Levels 3.1 Response Service Level 3.2 Corporate Desk Side Support - Resolve Desktop Systems Problems 3.3 Software IMAC 3.4 Hardware IMAC 3.5 Procurement Services 3.6 Asset Management PC Hardware Accuracy 3.7 Desktop Patch Level Compliance 3.8 PC Image Update 3.9 Retail Deskside Support 1 1 1 1 1 2 2 2 3 3 4 4 4 5 5 LS&Co. – Attachment 3.1 – Service Level Definitions Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. 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. 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. 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 Priority 2 Priority 3 Priority 4 4 clock hours 8 clock hours 72 clock hours 120 clock hours Data Capture ITSM Tool (Service Now) 95% 95% 95%(To be baselined) 95%(To be baselined) Methods Monthly Monthly Monthly Monthly 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. • 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 Exclusions 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. LS&Co. - Exhibit 2 - Description of Services Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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 • 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 Priority 1 Priority 2 Priority 3 Priority 4 10 minutes 30 Min 4 clock hour 8 clock hours Data Capture ITSM Tool (Service Now) Escalate/ Reassign 30 minutes 1 clock hour 12 clock hours 30 clock hours Methods Performance Target 95% 95% 95% 95% Measurement Interval Monthly Monthly Monthly Monthly • 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 Exclusions service levels. Low Volume Clause • 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 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 LS&Co. - Exhibit 2 - Description of Services Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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 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 Definition Software IMAC 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 Definition Hardware IMAC 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 LS&Co. - Exhibit 2 - Description of Services Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 3.5 Procurement Services Corporate Deskside and Retail Desk Side SL04– Service Level Agreement Objective Definition Procurement Services 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 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 LS&Co. - Exhibit 2 - Description of Services Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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. 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 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 Definition PC Image Update 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 Measurement Interval Method of Calculation ServiceNow Monthly 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 LS&Co. - Exhibit 2 - Description of Services Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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. - Exhibit 2 - Description of Services Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 * 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. Introduction 1.1 1.2 1.3 General References Definitions 2. Critical Service Levels 2.1 2.2 Resolution Service Level Critical Service Availability 3. Other Service Levels 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 Response Service Level Service Requests Ticket Resolution Service Level Problem Ticket Resolution Service Level (Root Cause Analysis Submission) Individual Server Availability – Critical Services Environment Aggregated Server Availability Disaster Recovery Service Level for [****]*: Disaster Recovery Service Level for [****]*: Disaster Recovery Service Level for [****]*: Key Performance Indicators 1 1 1 1 1 1 2 3 3 4 4 5 6 7 7 8 8 LS&Co. – Attachment 3.3.4 – Service Level Definitions - SOC Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1. INTRODUCTION. 1.1 1.2 1.3 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. 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. 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 Priority 2 Priority 3 Priority 4 4 clock hours 8 clock hours 72 clock hours 120 clock hours Data Capture ITSM Tool (Service Now) 95% 95% 95%(To be baselined) 95%(To be baselined) Methods Monthly Monthly Monthly Monthly 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 • All devices, which are not SNMP enabled or cannot be monitored using tools, will be excluded from service Exclusions 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 LS&Co. – Attachment 3.3.4 – Service Level Definitions - SOC Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 for Critical Service Critical Service availability 24x7x365 Monthly 99.94% Service Availability Data Capture Systems Management Tool and/or ITSM tool & Monitoring System with inter-linkage to ITSM tool suite Method Expected Service Level Performance On a 24x7 basis service uptime / availability Hours of measuremen Measurement shall take place during the approved Scheduled Uptime for critical service environments during the Measurement Interval. LS&Co. – Attachment 3.3.4 – Service Level Definitions - SOC Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Service Availability Service Level- Critical Service t 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.) Exclusions • The application is architected for high availability & resiliency • 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 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 Priority 1 Priority 2 Priority 3 Priority 4 10 minutes 30 Min 4 clock hour 8 clock hours Escalate/ Reassign 30 minutes 1 clock hour 12 clock hours 30 clock hours Performance Target 95% 95% 95% 95% Measurement Interval Monthly Monthly Monthly Monthly Data Capture ITSM Tool (Service Now) Methods 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 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 • 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 LS&Co. – Attachment 3.3.4 – Service Level Definitions - SOC Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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) Server Decommission activities 5 business days 5 business days Storage Space Data Restores Monitoring Backups VLAN/vSwitch 1 business day (virtual), 2 business days (physical) 30 minutes to initiate (Sev1, 2), 1 business day for all other (*all restores must be monitored until completion. Failures must be escalated) 1 business day 2 business days 1 business day – (VMware & HP VC) 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 Tier 1 systems Production systems (Non-Tier 1) Non-Prod systems Service Level 5 business days 7 business days 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 LS&Co. – Attachment 3.3.4 – Service Level Definitions - SOC Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION (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 Service Category Equipment/ Product Server Service Hours Measurement Interval Performance Target Individual Server Availability – Critical Services Environment Individual Server Availability Wintel Servers Unix Servers Linux Servers 24x7x365 24x7x365 24x7x365 Monthly Monthly Monthly 99% 99% 99% Method Data Capture Systems Management Tool and/or ITSM tool & Monitoring System with inter-linkage to ITSM tool suite Measurement Interval 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. LS&Co. – Attachment 3.3.4 – Service Level Definitions - SOC Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. • Server outages due to the factored beyond the control of the provider would be excluded (Such as Hardware Exclusions 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 Service Category Equipment/ Product Server Service Hours Measurement Interval Performance target Aggregate Server Availability for Quality Assurance , Test & development Servers Aggregate Server Availability Wintel Servers Unix Servers Linux Servers 24x7x365 24x7x365 24x7x365 Monthly Monthly Monthly 99.9% 99.9% 99.9% 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 Method LS&Co. – Attachment 3.3.4 – Service Level Definitions - SOC Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. • Server outages due to the factored beyond the control of the provider would be excluded (Such as Hardware Exclusions 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 [****]*: As new applications are brought into DR for [****]* and [****]*, they need to be architected for below RTO/RPO and need to be baselined. Service Level Objective – RTO/RPO for LSA Objective Performance Target Data Capture Measurement Interval Method of Calculation Exclusion RPO – 1 Hr. RTO – 6 Hr. DR Drills – Half Yearly –(full blown DR exercises) Method To be Decided Half Yearly To be Decided • 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 [****]*: • 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 - SOC Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Service Level Objective – RTO/RPO for LSE Performance Target Data Capture Measurement Interval Method of Calculation Exclusion RPO – 1 Hr. RTO – 6 Hr. DR Drills – Half Yearly Method To be Decided Half Yearly To be Decided • 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 [****]*: • [****]* does not have a DR facility right now hence below Service Level will be applied once DR for [****]* is ready Service Level Objective – RTO/RPO for AMA Objective Performance Target Data Capture Measurement Interval Method of Calculation Exclusion RPO – 48 Hr. RTO – 24 Hr. DR Drills – Half Yearly Method To be Decided Half Yearly To be Decided • 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) Managed Storage Provisioning 95% within 8 Business Hour 95% within 4 Hr. for Physical Server LS&Co. – Attachment 3.3.4 – Service Level Definitions - SOC Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Backup Success Rate Minimum 98.5%, Expected 99.0% Security Patch Deployment Service Level Environment Low Risk High Risk Immediately Critical Risk PCI DMZ SOX All others 30 days 30 days 90 days 90 days 14 days 14 days 14 days 14 days 7 days 7 days 7 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 - SOC Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ TABLE OF CONTENTS CONFIDENTIAL EXECUTION VERSION 1. Introduction 1.1 General 1.2 References 1.3 Definitions 2. Critical Service Levels 2.1 First Level Resolution 2.2 Average Speed to Answer - Voice 2.3 Call Abandon Rate – Phone Response Time 2.4 Web/E-mail Response Time 2.5 Escalation to Tier 2 or Higher 1 1 1 1 1 1 2 2 2 3 LS&Co. – Attachment 3.3.1 – Service Level Definitions – Service Desk Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. 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. 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. 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 Definition Performance Target Method Data Capture Measurement Interval Method of Calculation First Level Resolution (To be baselined) 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 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. ServiceNow Monthly Number of tickets resolved on the first contact / Total Number of contacts received by the service desk LS&Co. – Attachment 3.3.1 – Service Level Definitions – Service Desk Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 2.2 Average Speed to Answer - Voice Service Desk SL02– Service Level Agreement Objective Definition Average Speed to Answer – Voice 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 Measurement Interval Method of Calculation Service Desk ACD, Monthly 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 2.3 Call Abandon Rate – Phone Response Time Service Desk SL03– Service Level Agreement Objective Definition Call Abandon Rate – Phone Response Time 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 Measurement Interval Method of Calculation Service Desk ACD Monthly 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 Definition Web/E-mail Response Time Average Time to respond: notification to end-user submission received Performance Target 90% within 4 hour during business hours of operation Method Data Capture Measurement Interval Method of Calculation ServiceNow Monthly Number of Web/E-Mail tickets responded in <4 hours / total no. LS&Co. – Attachment 3.3.1 – Service Level Definitions – Service Desk Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Service Desk SL04– 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 Definition Escalation to Tier 2 or higher 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 Measurement Interval Method of Calculation ServiceNow Monthly 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 3.3.1 – Service Level Definitions – Service Desk Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ TABLE OF CONTENTS CONFIDENTIAL EXECUTION VERSION 1. Introduction 1.1 General 1.2 References 1.3 Definitions 2. 3. Critical Service Levels 2.1 Resolution Service Level Other Service Level 3.1 Response Service Levels 3.2 Additional Service Levels 1 1 1 1 1 1 1 2 2 LS&Co. – Attachment 3.3.6 – Service Level Definitions - Security Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. 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. 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. 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 Priority 2 Priority 3 Priority 4 4 clock hours 8 clock hours 72 clock hours 120 clock hours Data Capture ITSM Tool (Service Now) 95% 95% 95% (To be baselined) 95% (To be baselined) Methods Monthly Monthly Monthly Monthly 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 - Security Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Priority 1 Priority 2 Priority 3 Priority 4 10 minutes 30 Min 4 clock hour 8 clock hours Escalate/ Reassign 30 minutes 1 clock hour 12 clock hours 30 clock hours Performance Target 95% 95% 95% 95% Measurement Interval Monthly Monthly Monthly Monthly Data Capture ITSM Tool (Service Now) Methods 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 - Security Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ TABLE OF CONTENTS CONFIDENTIAL EXECUTION VERSION 1. Introduction 1.1 General 1.2 References 1.3 Definitions 2. Critical Service Levels 2.1 Incident Management Resolution SLAs (non eCommerce) 2.2 Incident Management Resolution SLAs (eCommerce) 3. Other Service Levels 3.1 Incident Management Response SLAs (non eCommerce) 3.2 Incident Management Escalation/Transfer SLAs (non eCommerce) 3.3 Problem Management RCA SLAs 3.4 Change Management Enhancement SLAs 3.5 eCommerce Incident Management Response SLAs 4 Key Performance Indicators 1 1 1 1 1 1 1 2 3 3 3 4 5 6 LS&Co. – Attachment 3.3.7 – Service Level Definitions - Applications Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. 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. 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. 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 Priority 1 Priority 2 Priority 3 Priority 4 Data Capture Method of Calculation Resolution Time Performance Goal Performance Target Measurement Interval 100% 100% 100% To be Baselined 4 clock hours 8 clock hours 4 Calendar days 7 Calendar days ITSM Tool (Service Now) (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 99% (To be baselined) Monthly 97% (To be baselined) Monthly Monthly 95% Monthly To be Baselined 2.2 Incident Management Resolution Service Levels (eCommerce) Service Level Measure Resolution Time Performance Goal Performance Target Measurement Interval Calculation Method LS&Co. – Attachment 3.3.7 – Service Level Definitions - Applications Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Service Level Measure Priority 1 Resolution Time 20 clock minutes Performance Goal 100% Performance Target 99% (To be Baselined) Measurement Interval Monthly Urgent Incident (P2) 3 clock hours To be Baselined To be Baselined Monthly Standard Incident (P3) 12 incident support hours To be Baselined To be Baselined Monthly Data Capture Jira (Until such time as ServiceNow is implemented to capture the details) ITSM Tool (ServiceNow) CONFIDENTIAL EXECUTION VERSION Calculation Method (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 To be calculated Under P2 resolution, ServiceNOW to be configured specifically for Ecommerce Service Levels To be calculated Under P3 resolution, ServiceNOW to be configured specifically for Ecommerce Service Levels 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. LS&Co. – Attachment 3.3.7 – Service Level Definitions - Applications Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 3.1 Incident Management Response Service Levels (non eCommerce) CONFIDENTIAL EXECUTION VERSION Service Level Measure Priority 1 Priority 2 Priority 3 Priority 4 Data Capture Method of Calculation Response Time Performance Goal Performance Target Measurement Interval 100% 100% 100% 100% 15 clock minutes 30 clock minutes 1 Calendar day 2 Calendar Day ITSM Tool (ServiceNow) (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% 99% (To be baselined) Monthly 97% (To be baselined) Monthly Monthly 95% Monthly 90% Note: Response Time = Incident Acknowledged time - Incident Assigned Time 3.2 Incident Management Escalation/Transfer SLAs (non eCommerce) Service Level Measure Priority 1 Priority 2 Priority 3 Priority 4 Method of Calculation Escalation/Transfer Time Performance Goal Performance Target Measurement Interval 30 clock minutes 1 clock hours 2 Calendar Day 4 Calendar days (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% To be Baselined To be Baselined To be Baselined To be Baselined To be Baselined To be Baselined To be Baselined To be Baselined Monthly Monthly Monthly Monthly 3.3 Problem Management RCA Service Levels LS&Co. – Attachment 3.3.7 – Service Level Definitions - Applications Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Service Level Measure Priority 1 Priority 2 Priority 3 Data Capture Method of Calculation Target Time Performance Goal Performance Target Measurement Interval CONFIDENTIAL EXECUTION VERSION 100% 100% 100% 3 Calendar days 5 Calendar days 15 Calendar days ITSM Tool (ServiceNow) (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% 99% (To be baselined) 97% (To be baselined) 95% Monthly Monthly Monthly 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 Applications promoted to production error free Target Time Performance Goal Performance To be Baselined 100% Target 97% Measurement Interval Monthly Enhancements delivered on schedule To be Baselined 100% 95% Monthly Calculation Method (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% (Total number of Resolved Enhancement CRs where Actual Implementation date <= Planned Implementation date LS&Co. – Attachment 3.3.7 – Service Level Definitions - Applications Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Service Level Measure Target Time Performance Goal Performance Target Measurement Interval Calculation Method CONFIDENTIAL EXECUTION VERSION Turnaround enhancements estimates (effort) 5 Calendar days 100% 95% Monthly Data Capture ITSM Tool (ServiceNow) within Target time within the measurement interval / Total number of Enhancement CRs resolved within the measurement interval) * 100% (Total number of Enhancements requests responded within the target time/ Total number of Enhancements requests received within the measurement interval) * 100% 3.5 eCommerce Incident Management Response Service Levels Service Level Measure Response Time Performance Goal Performance Target Measurement Interval Calculation Method Critical Incident (P1) Urgent Incident (P2) 7 minutes To be Baselined To be Baselined Monthly 15 minutes To be Baselined To be Baselined Monthly To be calculated Under P1 response, ServiceNOW to be configured specifically for Ecommerce Service Levels To be calculated Under P2 response, ServiceNOW to be configured specifically for Ecommerce Service Levels LS&Co. – Attachment 3.3.7 – Service Level Definitions - Applications Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Service Level Measure Response Time Performance Goal Performance Target Measurement Interval Calculation Method Standard Incident (P3) 30 minutes To be Baselined To be Baselined Monthly Data Capture • Jira (Till ServiceNow is implemented to capture the details) • ITSM Tool (Service Now) To be calculated Under P3 response, ServiceNOW to be configured specifically for Ecommerce Service Levels 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 Incident Management Incident Aging for Priority 2 incidents Quantitative Measurement Interval Monthly Incident Management Incident Aging for Priority 3 incidents Quantitative Monthly Incident Management Problem Management Number of avoidable incidents Problems Aging for Priority 1 incidents Quantitative Monthly Quantitative Monthly 1 2 3 4 Calculation Method 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. 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. Measured as # of incidents caused by CR implemented. Percentage of IT Priority 1 Problems during a Measurement Interval that are Not Restored/Restored by Supplier within the LS&Co. – Attachment 3.3.7 – Service Level Definitions - Applications Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 5 6 7 8 Problem Management Problems Aging for Priority 2 incidents Quantitative Monthly Problem Management Problems Aging for Priority 3 incidents Quantitative Monthly Change Management General Data Capture Quantitative Quantitative Number of Emergency change requests implemented Number of Escalations on quality of service ITSM Tool (ServiceNow) Monthly Monthly CONFIDENTIAL EXECUTION VERSION required period vs Total no of P1 Problems. 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 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 No of Emergency CRs implemented in the Measurement Interval No of Escalation in the Measurement Interval. To be maintained in a separate tracker LS&Co. – Attachment 3.3.7 – Service Level Definitions - Applications Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ TABLE OF CONTENTS 1. Introduction 1.1 1.2 1.3 General References Definitions Critical Service Levels Other Service Levels Key Performance Indicators 2. 3. 4. CONFIDENTIAL EXECUTION VERSION 1 1 1 1 1 1 1 LS&Co. – Attachment 3.3.8 – Service Level Definitions – Testing COE Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. 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. 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. 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 Definition Data Capture To measure effectiveness of Supplier’s testing of Releases Defect leakage to Production with Severity 1 for testing done by Supplier. Method 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 LS&Co. – Attachment 3.3.8 – Service Level Definitions – Testing COE Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ KPI01:– Quality Performance Target KPI 02:– Schedule Objective Definition Data Capture Measurement Interval Method of Calculation CONFIDENTIAL EXECUTION VERSION 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. Expected and minimum level of defects slippage shall be 0 (ZERO) To measure Schedule adherence of Supplier testing team Schedule Slippage is calculated using the formulae => {(Actual Duration - Estimated Duration)/Estimated Duration} *100 Method 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. Monthly 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% KPI03: Test Planning Accuracy Objective Definition Data Capture To ensure that Supplier delivers test cases as planned. Test Cases for which creation is planned versus test cases actually created. Method 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 Definition To ensure that Supplier executes test cases as planned. Test Cases planned to execute versus test cases actually executed. LS&Co. – Attachment 3.3.8 – Service Level Definitions – Testing COE Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION KPI01:– Quality Data Capture Method 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 Performance Target 95% of planned test cases are executed as scheduled Exclusion: Any test case not executed based upon mutual agreement between both parties. LS&Co. – Attachment 3.3.8 – Service Level Definitions – Testing COE Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ TABLE OF CONTENTS CONFIDENTIAL EXECUTION VERSION 1. Introduction 1.1 1.2 1.3 1.4 General References Definitions Completion of Service Level Definitions 2. Critical Service Levels 2.1 2.2 2.3 2.4 2.5 2.6 2.7 Order Capture Order Requiring Resolutions Order Dispute Resolutions Chargebacks Returns and Cancellations Caused by Errors Customer Satisfaction Reporting 1 1 1 1 1 1 1 3 6 6 7 8 9 LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION INTRODUCTION. 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. 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. 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. 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. CRITICAL SERVICE LEVELS. Order Capture 1. 1.1 1.2 1.3 1.4 2. 2.1 Customer Service SL01:CS – Timeliness of Manual Order Capture Objective Definition Data Capture Measurement Interval Method of Calculation Performance Target On-time response on all manual order types 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 Base))), SAP Daily TAT – Order receipt to order entry 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 Definition Order entry accuracy Ensure orders are inputted correctly with– LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Customer Service SL02:CS – Manual Order Capture Accuracy 99% order accuracy. Data Capture Measurement Interval Method of Calculation Definition of Accuracy: A manual order is considered “accurate” if it is complete and error-free Method Base))) extracts Weekly 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 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 is achieved when 99% of orders are correctly entered Metric Type Critical Service Level Performance Target Customer Service SL02:CS – Timeliness of EDI Order Capture Objective Definition Timeliness of EDI Order Capture Validate that EDI orders are transmitted as per customer schedule Data Capture Measurement Interval Method of Calculation Definition of Customer Schedule: Customer Schedule by region will be provided during TA / KA Method Base))) extracts, customer schedule Weekly 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 LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 CONFIDENTIAL EXECUTION VERSION Customer Service KPI04: CS – Order to Delivery Cycle Time Objective Definition Data Capture Measurement Interval Method of Calculation Measure the order to delivery note cycle time on all orders. Average order to delivery note cycle time on all orders. Method SAP – RDD, actual delivery time Base))) – Action history Monthly 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 Metric Type Process measure KPI (promotable) 2.2 Order Requiring Resolutions Customer Service SL03:CS - Timeliness of EDI and Manual Order Issue Resolution Objective Definition Timeliness of order issues resolution (EDI and Manual) 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) Data Capture Measurement Interval Method of Calculation Method SAP, Base))) Daily Captured through the measurement interval: LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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 Definition Data Capture Measurement Interval Method of Calculation Timeliness of TAT – block removal/issue resolution post approval from retained organization 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 SAP, Base))) Daily, weekly, monthly 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 LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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 Measurement Interval Method of Calculation ACD Switch report, Base))) Workflow, and Underlying LS&Co. Technology Framework Suite Daily (reported weekly) (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 Definition Timeliness of query resolution for emails Received 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 ACD Switch report, Base))) Workflow Daily (Total emails answered within threshold / Total inbound emails received)*100 Performance Target Data Capture Measurement Interval Method of Calculation LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 CONFIDENTIAL EXECUTION VERSION Metric Type Critical Service Level 2.3 Order Dispute Resolutions Customer Service SL07:CS – UDM Dispute Identification Objective Definition UDM Dispute Identification Supplier to check UDM disputes in SAP on a daily basis. Data Capture Measurement Interval Method of Calculation Method SAP, Base))), UDM Daily 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 Definition Data Capture Measurement Interval Method of Calculation UDM Dispute Resolution or Escalation 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 SAP, Base))), UDM Daily (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 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. LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Customer Service SLA08: CS – Chargeback As a Percentage of Sales Definition Data Capture Measurement Interval Method of Calculation 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 SAP Disputes – Values, Reasons Code, SAP Report, internal report from F&A, chargeback value and % reduction of chargeback from quarter to quarter. Monthly, Quarterly 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 Metric Type Critical Service Level [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] 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. Definition % of chargeback threshold as per LSUS % of chargeback achieved in 2014 [Specific % reduction measured on a quarterly basis to be confirmed during TA / KA. Any changes to the percentages has to be mutually agreed upon] Data Capture Measurement Interval Method of Calculation Method SAP Disputes – Values, Reasons Code Monthly SAP Report, internal report from F&A, chargeback value and % reduction of chargeback from quarter to quarter Performance Target Performance Target Metric Type Process Measure Critical Service Level 2.5 Returns and Cancellations Caused by Errors Customer Service SLA09: CS – Returns Caused by OM Error LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Customer Service SLA09: CS – Returns Caused by OM Error Objective Definition No return attributable to OM or customer service errors, delays or incompletion. 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 Measurement Interval Method of Calculation Performance Target Base))) – Action history Monthly (Total number of returns / Total number of orders) * 100 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 Definition Data Capture Measurement Interval Method of Calculation Performance Target No cancellation attributable to OM handling errors, delays, or incompletion. 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 SAP - # of orders cancelled, cancellation reasons, value of orders Base))) – Action history Monthly (Total number of cancellations / Total number of orders) * 100 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 LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Customer Service SL05: CS – Customer Satisfaction Survey Objective Definition Data Capture Measurement Interval Method of Calculation Customer experience CSAT 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 Through internal/external survey mechanism Monthly (after one year, move to quarterly) 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: TBD Performance Target [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 Definition Timely creation and delivery of internal report control requests 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. Data Capture Measurement Interval Method of Calculation Method Base))) data extract (time stamps) Monthly # of reports delivered on time / total # of reports generated 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 LS&Co. – Attachment 3.4 – Service Level Definitions – Customer Service Services Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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. Data Capture Measurement Interval Method of Calculation 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 Base))) data extract (time stamps) Monthly # 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 Definition Report control accuracy All reports generated for submission, refreshes and distribution are accurate Data Capture Measurement Interval Method of Calculation Definition of Accurate: A report is considered “accurate” if it is complete and error-free. Method Base))) Monthly # 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 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ TABLE OF CONTENTS CONFIDENTIAL EXECUTION VERSION 1. Introduction 1.1 General 1.2 References 1.3 Definitions 2. Finalization of Service Level Definitions 1 1 1 1 1 LS&Co. – Attachment 3.5 – Service Level Definitions – Consumer Relations Services Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. 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. 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. 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. Introduction 1.1 1.2 1.3 General References Certain Definitions 2. Charges Generally Summary of Charges 2.1 Assumed Efficiencies 2.2 Personnel Projection Matrix; Management of Resources 2.3 No Other Charges 2.4 Proration 2.5 Billing Regions; Currency 2.6 Supplier Tools 2.7 LS&Co. Tools 2.8 2.9 Bundle 2 Pricing 2.10 Volume Discount 3. Transition Charges 3.1 3.2 3.3 Transition Charges Payment of Charges Following Transition Transition Investment 4. Utility/Consumption Pricing 4.1 4.2 4.3 4.4 4.5 4.6 4.7 Application Resource Volumes; Actual RUs Base Charge Volume Bands; ARC Rates; RRC Rates Calculation of ARCs for Resource Baselines Calculation of RRCs for Resource Baselines Substantial Volume Change 5. FTE-Based Charges 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 Workforce Charges Base Workforce Year over Year Productivity Gains Resources and Resource Baselines Volume Fluctuations Ongoing Changes in FTEs Completion of FTE Increments, Resource Definitions and Resource Baselines Conversion of Pricing to Consumption Pricing 6. Pass-Through Expenses 6.1 6.2 General Services and Materials 1 1 1 1 3 3 4 4 4 4 4 5 5 6 6 6 6 7 7 7 7 7 7 8 8 8 8 9 9 9 9 10 10 11 12 12 13 13 13 LS&Co. – Exhibit 4 – Pricing Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 6.3 6.4 Requirements for Pass-Through Expenses Rebates 7. 8. Cost of Living Adjustments Chargeable Project Support 8.1 8.2 8.3 8.4 8.4 8.6 8.7 Chargeable Project Support Estimates Payment-Based Milestones Fixed Fee Time and Materials Charges Termination of a Work Order Volume Discount 13 14 14 14 14 15 15 15 15 16 16 LS&Co. – Exhibit 4 – Pricing Page ii Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. General. This Exhibit sets forth the methodology for calculating all Charges for Services provided under 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 this Exhibit includes a reference to the Attachments and Appendices attached hereto. 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) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) “Actual RUs” has the meaning given in Section 4.2. “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. “Annual Productivity Gains” has the meaning given in Section 5.3. “ARC Rate” means the amount payable for each ARC. “Base Workforce” has the meaning given in Section 5.1. “Billing Region” has the meaning given in Section 2.6(a). “Chargeable Project Support” means the performance of Project-related activities that have been approved by LS&Co. in accordance with the Agreement. “Consumption Pricing” has the meaning given in Section 4.1. “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. “Fixed Fee” has the meaning given in Section 8.2. “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 LS&Co. – Exhibit 4 – Pricing Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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) (o) (p) (q) (r) (s) (t) (u) (v) “Milestone Amount” has the meaning given in Section 8.3. “Monthly Workforce Charge” has the meaning given in Section 5.1. “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. “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. “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. “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. “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). “Project Spend” has the meaning given in Section 8.7. “Rates” has the meaning given in Section 8.1. LS&Co. – Exhibit 4 – Pricing Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION (w) (x) (y) (z) “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. “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. “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. “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) (b) Any Transition Charges due during the applicable month; 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 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION (d) (e) Charges as otherwise set forth in Pricing Tables and/or the Agreement; and Charges for Chargeable Project Support. 2.2 2.3 2.4 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. 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. 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 LS&Co. – Exhibit 4 – Pricing Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION specified below for that Billing Region to the LS&Co. address specified for that invoice. Billing Region Invoiced Entity Fee Allocation Currency [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* U.S. Dollars U.S. Dollars U.S. Dollars (b) (c) 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. 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 LS&Co. – Exhibit 4 – Pricing Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 3.1 TRANSITION CHARGES. 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 LS&Co. – Exhibit 4 – Pricing Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 3.2 3.3 4. 4.1 4.2 4.3 connection with the performance of such Transition Services, including Pass-Through Expenses associated with travel and lodging. 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. 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). UTILITY/CONSUMPTION PRICING. 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. 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. 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. LS&Co. – Exhibit 4 – Pricing Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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: (a) (b) 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 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) (b) 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 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 LS&Co. – Exhibit 4 – Pricing Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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 LS&Co. – Exhibit 4 – Pricing Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 5.4 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. 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) (b) (c) 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. 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. 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 LS&Co. – Exhibit 4 – Pricing Page 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 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 LS&Co. – Exhibit 4 – Pricing Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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) (b) 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 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. 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 LS&Co. – Exhibit 4 – Pricing Page 12 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. PASS-THROUGH EXPENSES. 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. 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. 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 6. 6.1 6.2 6.3 LS&Co. – Exhibit 4 – Pricing Page 13 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 7. COST OF LIVING ADJUSTMENTS. 8. 8.1 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. CHARGEABLE PROJECT SUPPORT. 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. LS&Co. – Exhibit 4 – Pricing Page 14 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 8.2 8.3 8.4 8.5 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”). 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. 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. 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 LS&Co. – Exhibit 4 – Pricing Page 15 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 16 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Exhibit 4.1‐Pricing Tables ‐Human Resources [****]* Pricing Exhibit A) Annual Productivity Gains Activities: Employee Relations Leave Management Recruitment Offboarding Benefits Administration Employee Data Management / HRIS B) Pricing Table ‐] Cost Per Hour FTE Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Activities: Employee Relations Leave Management Recruitment Offboarding On shore Offshore Nearshore $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* Benefits Administration $ [****]* $ [****]* $ [****]* Employee Data Management / HRIS C) Productive Hours $ [****]* $ [****]* $ [****]* Productive Hours D) Personnel Projection Matrix (including annual productivity gain) [****]* Activities Employee Relations Leave Management Recruitment Offboarding Benefits Administration Employee Data Management / HRIS E) Pass Through Expenses Mailroom & Scanning - Solution to be defined Outbound Calls & Call Forwarding - Solution to be defined On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Total FTE Per Year [****]* [****]* [****]* [****]* [****]* Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Total Pass Through Cost Per Year F) Overall Cost: Total FTE and Pass Through Costs Per year — $ $ — $ — $ — $ — Total On‐]going + Pass Through Cost Per Year G) FTE Increment Year 1 Year 2 Year 3 Year 4 Year 5 $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* Activities: Employee Relations Leave Management Recruitment Offboarding Benefits Administration Volume Per FTE Unit of Measurement TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Employee Data Management / HRIS H) Annual Volume TBD TBD Activities: Employee Relations Leave Management Recruitment Offboarding Annual Volume Units of Measurement [****]* ER Cases [****]* Number of leaves [****]* Number of offers generated [****]* Number of terminations entered in the system Benefits Administration [****]* Number of benefits updates done Employee Data Management / HRIS [****]* Number of employee data updates done LS&Co. - Exhibit 2 - Description of Services Page 18 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Exhibit 4.1‐Pricing Tables ‐Human Resources [****]* Pricing Exhibit A) Annual Productivity Gains Activities: Employee Relations Leave Management Recruitment Offboarding Benefits Administration Compensation Administration Performance Management Employee Data Management / HRIS B) Pricing Table ‐] Cost Per Hour FTE Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Activities: Employee Relations Leave Management Recruitment Offboarding Benefits Administration Compensation Administration Performance Management Employee Data Management / HRIS C) Productive Hours On shore Offshore Nearshore $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* Productive Hours D) Personnel Projection Matrix (including annual productivity gain) [****]* Activities Employee Relations Leave Management Recruitment Offboarding Benefits Administration Compensation Administration Performance Management Employee Data Management / HRIS On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore E) Pass Through Expenses Total FTE Per Year Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Mailroom & Scanning - Solution to be defined Outbound Calls & Call Forwarding - Solution to be defined TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD 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 0 0 0 0 0 Year 1 Year 2 Year 3 Year 4 Year 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Total On-going + Pass Through Cost Per Year G) FTE Increment $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* Activities: Employee Relations Leave Management Recruitment Offboarding Benefits Administration Compensation Administration Performance Management Employee Data Management / HRIS H) Annual Volume Activities: Employee Relations Leave Management Recruitment Offboarding Benefits Administration Compensation Administration Performance Management Employee Data Management / HRIS Volume Per FTE Unit of Measurement TBD TBD TBD TBD TBD TBD TBD TBD Annual Volume TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Units of Measurement ER Cases Number of leaves Number of offers generated Number of terminations entered in the system Number of benefits updates done Compensation data updates Performance Management Data Updates Number of employee data updates done LS&Co. - Exhibit 2 - Description of Services Page 19 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Exhibit 4.1‐Pricing Tables ‐Human Resources [****]*Pricing Exhibit A) Annual Productivity Gains Activities: Employee Relations Leave Management Recruitment Offboarding Benefits Administration Compensation Administration Performance Management Employee Data Management / HRIS B) Pricing Table ‐] Cost Per Hour FTE Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Activities: Employee Relations Leave Management Recruitment Offboarding Benefits Administration Compensation Administration Performance Management Employee Data Management / HRIS C) Productive Hours On shore Offshore Nearshore $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* Productive Hours D) Personnel Projection Matrix (including annual productivity gain) [****]* Activities Employee Relations Leave Management Recruitment Offboarding On shore Offshore Nearshore On shore Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Offshore [****]* [****]* [****]* [****]* [****]* Nearshore On shore [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Offshore [****]* [****]* [****]* [****]* [****]* Nearshore On shore [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Offshore [****]* [****]* [****]* [****]* [****]* Benefits Administration Nearshore On shore [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Compensation Administration Nearshore On shore [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Offshore [****]* [****]* [****]* [****]* [****]* Offshore [****]* [****]* [****]* [****]* [****]* Performance Management Nearshore On shore [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Offshore [****]* [****]* [****]* [****]* [****]* Employee Data Management / HRIS Nearshore On shore [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Offshore [****]* [****]* [****]* [****]* [****]* Nearshore [****]* [****]* [****]* [****]* [****]* Total FTE Per Year [****]* [****]* [****]* [****]* [****]* E) Pass Through Expenses Mailroom & Scanning - Solution to be defined Outbound Calls & Call Forwarding - Solution to be defined Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Total Pass Through Cost Per Year F) Overall Cost: Total FTE and Pass Through Costs Per year 0 0 0 0 0 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Total On-going + Pass Through Cost Per Year G) FTE Increment Year 1 Year 2 Year 3 Year 4 Year 5 $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* Activities: Employee Relations Leave Management Recruitment Offboarding Benefits Administration Compensation Administration Performance Management Employee Data Management / HRIS H) Annual Volume Activities: Employee Relations Leave Management Recruitment Offboarding Volume Per FTE Unit of Measurement TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Annual Volume Units of Measurement [****]* ER Cases TBD Number of leaves [****]* Number of offers generated [****]* Number of terminations entered in the system Benefits Administration Compensation Administration Performance Management Employee Data Management / HRIS TBD TBD TBD TBD Number of benefits updates done Compensation data updates Performance Management Data Updates Number of employee data updates done LS&Co. - Exhibit 2 - Description of Services Page 20 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ LS&Co. - Exhibit 2 - Description of Services CONFIDENTIAL EXECUTION VERSION Page 21 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Exhibit 4.1‐Pricing Tables ‐Human Resources Volume Details A) Employee Relations JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Total [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* TBD [****]* Monthly volumes TBD B) Leave Management Annualized [****]* [****]* JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Total [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* TBD [****]* TBD C) Recruitment [****]* [****]* [****]* D) Offboarding TBD Monthly volumes TBD JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Total [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* JAN TBD TBD FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Total [****]* E) Benefits Administration Monthly volumes TBD JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Total [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* TBD [****]* F) Compensation Administration TBD [****]* [****]* JAN TBD TBD FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Total [****]* G) Performance Management TBD [****]* [****]* JAN TBD TBD FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Total [****]* H) Employee Data Management / HRIS TBD FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Total [****]* [****]* [****]* JAN TBD TBD TBD LS&Co. - Exhibit 2 - Description of Services Page 22 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Exhibit 4.1‐ Pricing Tables ‐ Human Resources HR Portal and Knowledge Base CONFIDENTIAL EXECUTION VERSION HR Portal Implementation Maintenance Optional Services Knowledge Base Implementation License Fees Access points per group Administrator License Fees Web chat Maintenance fees Optional services Additional access point / brand XML feeds Additional inboxes Additional content categories Promotion engine for 4 adverts Additional languages Build fees License fees Additional training fees Integration into 3rd party system Consultancy fees Additional licence $ $ / year $ / day $ $ / year $ / year $ / year $ / year $ / year $ $ $ $ $ $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* Subject to scope 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 Based on [****]* employees Based on one access point Based on [****]* agents Based on up to [****]* agents Includes up to [****]* brand categories/brand Depending on requirements Depending on number Depending on number Either banners, or textual ads, or combination of both $ / language $ [****]* $ / language / year $ [****]* $ / day $ / day $ / day $ / user $ [****]* $ [****]* $ [****]* Subject to scoping [****]* For users over [****]* employees LS&Co. - Exhibit 2 - Description of Services Page 23 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Confidential Execution Version MASTER SERVICES AGREEMENT* By and Between Levi Strauss & Co. And Wipro Limited November 7, 2014 Exhibit 4 Pricing Tables Attachment 4.1.2 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Attachment 4.1.2 - Pricing Tables - Finance Services [****]* 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: 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 On shore Offshore Nearshore $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* Productive Hours [****]* D) Personnel Projection Matrix (including annual productivity gain) [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* Activities Accounts Payable On shore Offshore Nearshore Travel & Expense Processing On shore Payroll Accounts Receivable General Accounting Inventory Accounting Treasury Transactions Internal Reporting Procurement Enablement Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Technology and Master Data On shore Offshore Nearshore Total FTE Per Year E) Pass Through Expenses Mailroom & Scanning - Solution to be defined Outbound Calls & Call Forwarding - Solution to be defined [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Year 1 Year 2 Year 3 Year 4 Year 5 Total Pass Through Cost Per Year 0 0 0 0 0 Baseline Volume: Year 1 Year 2 Year 3 Year 4 Year 5 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD F) Overall Cost: Total FTE and Pass Through Costs Per year Total On-going + Pass Through Cost Per Year G) FTE Increment Activities: Accounts Payable Travel & Expense Processing Payroll Accounts Receivable General Accounting Inventory Accounting Treasury Transactions Internal Reporting Procurement Enablement Technology and Master Data H) Annual Volume Activities: Accounts Payable Year 1 [****]* Year 2 [****]* Year 3 [****]* Year 4 [****]* Year 5 [****]* Volume Per FTE Unit of Measurement TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Annual Volume Units of Measurement [****]* Total invoice processing + Trade Payables + invoice payment. TBC during TA/KA Travel & Expense Processing [****]* Touched expense reports [****]*. Excludes automatic. TBC during TA/KA Payroll Accounts Receivable General Accounting Inventory Accounting Treasury Transactions Internal Reporting [****]* Number of employees supported (salaried + Hourly) excluding holiday hires. TBC during TA/KA [****]* Payments Received ([****]* only, others tbc during TA/KA) TBD TBD TBD TBD TBD TBD 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Attachment 4.1.2 - Pricing Tables - Finance Services [****]* 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 Accounts Payable On shore Offshore Nearshore Travel & Expense Processing On shore Payroll Accounts Receivable General Accounting Inventory Accounting Treasury Transactions Internal Reporting Procurement Enablement Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Technology and Master Data On shore Offshore Nearshore Total FTE Per Year [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ E) Pass Through Expenses Mailroom & Scanning - Solution to be defined Outbound Calls & Call Forwarding - Solution to be defined Year 1 Year 2 Year 3 Year 4 Year 5 Total Pass Through Cost Per Year 0 0 0 0 0 Baseline Volume: Year 1 Year 2 Year 3 Year 4 Year 5 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD 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: Accounts Payable Travel & Expense Processing Payroll Accounts Receivable General Accounting Inventory Accounting Treasury Transactions Internal Reporting Procurement Enablement Technology and Master Data H) Annual Volume Activities: Accounts Payable [****]* [****]* [****]* [****]* [****]* Volume Per FTE Unit of Measurement TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Annual Volume Units of Measurement [****]* Total invoice processing + Trade Payables + invoice payment. TBC during TA/KA Travel & Expense Processing [****]* Touched expense reports. TBC during TA/KA Payroll Accounts Receivable General Accounting Inventory Accounting Treasury Transactions Internal Reporting [****]* Number of employees supported (to be confirmed during TA/KA) [****]* Payments Recevied (excludes other activities such as customer disputes, etc which has to be accounted for in TA/KA) TBD TBD TBD TBD TBD TBD TBD TBD Procurement Enablement [****]* Number of POs created. TBC during TA/KA Technology and Master Data [****]* VMD requests in [****]* only. TBC during TA/KA Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Attachment 4.1.2 - Pricing Tables - Finance Services [****]* Pricing Exhibit A) Annual Productivity Gains Year 1 Year 2 Year 3 Year 4 Year 5 Activities: 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: 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 On shore Offshore Nearshore $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* [****]* D) Personnel Projection Matrix (including annual productivity gain) [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* Activities Accounts Payable Travel & Expense Processing Payroll Accounts Receivable General Accounting Inventory Accounting Treasury Transactions Internal Reporting Procurement Enablement Technology and Master Data On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore Total FTE Per Year Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ E) Pass Through Expenses Mailroom & Scanning - Solution to be defined Outbound Calls & Call Forwarding - Solution to be defined Year 1 Year 2 Year 3 Year 4 Year 5 Total Pass Through Cost Per Year 0 0 0 0 0 Baseline Volume: Year 1 Year 2 Year 3 Year 4 Year 5 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD 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 Accounts Payable TBD Travel & Expense Processing TBD Payroll Accounts Receivable General Accounting Inventory Accounting Treasury Transactions Internal Reporting Procurement Enablement TBD TBD TBD TBD TBD TBD TBD Technology and Master Data TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD H) Annual Volume Activities: Accounts Payable Annual Volume Units of Measurement [****]* Trade Payable + HSBC Payments + Quatrro Pos (annualized). TBC during TA/KA Travel & Expense Processing [****]* Touched expense reports. Payroll Accounts Receivable General Accounting Inventory Accounting Treasury Transactions Internal Reporting Procurement Enablement [****]* Number of employees supported (to be confirmed during TA/KA) [****]* Number of cash applications + AR invoicing. TBC during TA/KA [****]* Journals (extrapolated from 5 months data) + Volume from Quatrro. TBC during TA/KA TBD TBD TBD TBD TBD TBD TBD TBD Technology and Master Data [****]* Number of Master Data Requests (Quattro) - TBC during TA/KA Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Attachment 4.1.2 - Pricing Tables - Finance Services Volume Details A) Accounts Payable Invoice processing [****]* P01 P02 P03 P04 P05 P06 P07 P08 P09 P10 P11 P12 TOTAL [****]* Posted Direct (direct debits, manual payments) [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Posted ReadSoft [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Rejected [****]* TOTAL [****]* Posted Direct (direct debits, manual payments) [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Posted ReadSoft [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* P01 P02 P03 P04 P05 P06 P07 P08 P09 P10 P11 P12 TOTAL [****]* [****]* [****]* [****]* [****]* P01 P02 P03 P04 P05 P06 P07 P08 P09 P10 P11 P12 TOTAL (per annum, estimate from RFP) [****]* (less Retail Direct EDI processed in [****]* separately included in the table above) [****]* [****]* P01 P02 P03 P04 P05 P06 P07 P08 P09 P10 P11 P12 TOTAL [****]* Posted EDI (Direct Payables Retail LS US only) [****]* Rejected [****]* TOTAL Accounts Payable Quattro (Indirect payables- [****]* region) Non PO invoices PO invoices Count of Invoice Escalated (0-2 days) Count of Invoice Escalated (3-4 days) Count of Invoice Escalated (> 5days) Accounts Payable Trade payables (Tradex EDI invoices largely- LS&Co Singapore SSC) [****]* [****]* [****]* [****]* [****]* [****]* Annualized [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Included in [****]* AP volumes per reporting pack Included in [****]* AP volumes per reporting pack [****]* (per RFP volumes) TOTAL / Simple Ave [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Invoice Payment P01 P02 P03 P04 P05 P06 P07 P08 P09 P10 P11 P12 [****]* Volume of Payments [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Volume of Rejections [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Euro ACH [****]* ACH [****]* Int'l Wire [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Volume of Payments [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Volume of Rejections [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Check [****]* ACH [****]* Int'l Wire [****]* 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Touched Automatic [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Touched T&E Reports P01 P02 P03 P04 P05 P06 P07 P08 P09 P10 P11 P12 Total [****]* [****]* [****]* [****]* C) Accounts Receivable [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Accounts Receivable P01 P02 P03 P04 P05 P06 P07 P08 P09 P10 P11 P12 TOTAL [****]* Payments received [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Payments auto-cleared [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Payments manually cleared [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Payment Application Cycle Time [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Payments received [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Payments auto-cleared [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Payments manually cleared [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Payment Application Cycle Time [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Cash Applications - [****]* 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 [****]* Accounts Receivable – OTC [****]* P01 P02 P03 P04 P05 P06 P07 P08 P09 P10 P11 P12 TOTAL # of customers handled # of customer collections calls & emails # of customer disputes handled # of dunning letters # of customer statements generated #of customer accounts reconciled # of credit review transactions D) General Accounting [****]* Not available [****]* p.a. [****]* per week [****]* per month [****]* per week [****]* per annum GL Process - [****]* 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 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]* Volume of PO's created [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Volume of PO lines created [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Volume of PO's created [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Volume of PO lines created [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* PO creation cycle time (days) [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* PO creation cycle time (days) [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Catalog Management Catalogs are currently not used by LS&Co I) Technology and Master Data MDM P01 P02 P03 P04 P05 P06 P07 P08 P09 P10 P11 P12 TOTAL [****]* VMD requests [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* VMD requests [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* VMD cycle time [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* VMD cycle time [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Master Data - [****]* 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 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Confidential Execution Version MASTER SERVICES AGREEMENT* BY AND BETWEEN LEVI STRAUSS & CO. AND WIPRO LIMITED NOVEMBER 7, 2014 EXHIBIT 4 Pricing Tables Attachment 4.1.3 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java UI/Human Factors SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - SD SAP - ERP - SD Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I Solution/System Architect N/A Technical Lead Systems Analyst Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I I Solution/System Architect N/A Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I Solution/System Architect N/A Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I Solution/System Architect N/A Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I Solution/System Architect N/A Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I Solution/System Architect N/A Technical Lead Application Support Analyst Business Analyst I I I [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - SD SAP - ERP - SD Systems Analyst Developer I I [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I Solution/System Architect N/A Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I Solution/System Architect N/A Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I Solution/System Architect N/A Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I Solution/System Architect N/A Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I Solution/System Architect N/A Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I Solution/System Architect N/A Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I Solution/System Architect N/A Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester I I I I I I I [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other Systems Administrator Technical Delivery Manager Technical Support Analyst I I I [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* SAP - ERP - Portals, Middleware, App Server, Archive Link, Other Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I I I I I I I [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator I I I I I I I I [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ BI (SAS, Teradata etc) Technical Delivery Manager I [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) Workday Workday Workday Workday Workday Workday Workday Workday Workday Workday Workday Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure General General General General General General General General General General General General General General General General .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java UI/Human Factors SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI Technical Support Analyst Solution/System Architect Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I N/A I I I I I I I I I I [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Desktop Support Technician / Engineer Technical Support Analyst Infrastructure Engineer Operations Analyst Operations Technician Systems Administrator-Unix/Linux Systems Administrator-Windows Database Administrator-MS SQL Server Database Administrator-Oracle Database Developer/Designer - Sharepoint Business Analyst Systems Analyst Developer Project Manager QA Tester Technical Delivery Manager I I I I I I I I I I I I I I I I I [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst SCRUM Master/Agile Coach Technical Writer Enterprise Architect Network Architect Security Analyst Data Modeler Web Developer Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst I I I I N/A N/A I I I II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Systems Analyst Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI Developer Project Manager QA Tester II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA Systems Administrator Technical Delivery Manager Technical Support Analyst II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - SFA Technical Delivery Manager II [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other Technical Support Analyst Solution/System Architect Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II N/A II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* SAP - ERP - Portals, Middleware, App Server, Archive Link, Other Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Visual Basic Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Visual Basic Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) Workday Workday Workday Workday Workday Workday Workday Workday Workday Workday Workday Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure General General General General General General General General General General General General General General General General .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Desktop Support Technician / Engineer Technical Support Analyst Infrastructure Engineer Operations Analyst Operations Technician Systems Administrator-Unix/Linux Systems Administrator-Windows Database Administrator-MS SQL Server Database Administrator-Oracle Database Developer/Designer - Sharepoint Business Analyst Systems Analyst Developer Project Manager QA Tester Technical Delivery Manager II II II II II II II II II II II II II II II II II [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst SCRUM Master/Agile Coach Technical Writer Enterprise Architect Network Architect Security Analyst Data Modeler Web Developer Business Analyst Systems Analyst Developer Project Manager QA Tester II II II II N/A N/A II II II III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ .NET / Java .NET / Java .NET / Java Systems Administrator Technical Delivery Manager Technical Support Analyst III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ .NET / Java .NET / Java UI/Human Factors SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Systems Analyst Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - FCSM Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - FCSM SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* SAP - ERP - Portals, Middleware, App Server, Archive Link, Other Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst Solution/System Architect Technical Lead III III III III III III III III III III N/A III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - Hybris Application Support Analyst III [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure General General General General General General General General General General General General General General General General .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java UI/Human Factors SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO Operations Analyst Operations Technician Systems Administrator-Unix/Linux Systems Administrator-Windows Database Administrator-MS SQL Server Database Administrator-Oracle Database Developer/Designer - Sharepoint Business Analyst Systems Analyst Developer Project Manager QA Tester Technical Delivery Manager III III III III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst SCRUM Master/Agile Coach Technical Writer Enterprise Architect Network Architect Security Analyst Data Modeler Web Developer Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III N/A N/A III III III IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Systems Analyst Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - CO SAP - ERP - CO SAP - ERP - MM Solution/System Architect Technical Lead Application Support Analyst N/A IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) Workday Workday Workday Workday Workday Workday Workday Workday Workday Workday Workday Infrastructure Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst III III III III III III III III III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst Solution/System Architect Technical Lead Desktop Support Technician / Engineer III III III III III III III III III III N/A III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Infrastructure Infrastructure Technical Support Analyst Infrastructure Engineer III III [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - DP SAP - ERP - DP Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - DP Systems Analyst IV [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* SAP - ERP - Portals, Middleware, App Server, Archive Link, Other Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Raymark Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase RedPrairie RedPrairie RedPrairie RedPrairie Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ RedPrairie Project Manager IV [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) Workday Workday Workday Workday Workday Workday Workday Workday Workday Workday Workday Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure General General General General General General General General General General General General General General General General .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java .NET / Java UI/Human Factors SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO SAP - ERP - BO QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Desktop Support Technician / Engineer Technical Support Analyst Infrastructure Engineer Operations Analyst Operations Technician Systems Administrator-Unix/Linux Systems Administrator-Windows Database Administrator-MS SQL Server Database Administrator-Oracle Database Developer/Designer - Sharepoint Business Analyst Systems Analyst Developer Project Manager QA Tester Technical Delivery Manager IV IV IV IV IV IV IV IV IV IV IV IV IV IV IV IV IV [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst SCRUM Master/Agile Coach Technical Writer Enterprise Architect Network Architect Security Analyst Data Modeler Web Developer Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst IV IV IV IV N/A N/A IV IV IV V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Systems Analyst Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst Solution/System Architect Technical Lead V V V V V V V V V V V N/A V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW Application Support Analyst Business Analyst Systems Analyst V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - BW SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - FI SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - CO SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - MM SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - SD SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - FCSM SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - Retail SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - LEO Project Manager V [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - LEO SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - SFA SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - APO SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - DP SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - ERP - Portals, Middleware, App Server, Archive Link, Other QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* SAP - ERP - Portals, Middleware, App Server, Archive Link, Other Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* SAP - ERP - Portals, Middleware, App Server, Archive Link, Other SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - HANA SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris SAP - Hybris Raymark Raymark Raymark Raymark Raymark Raymark Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Raymark Systems Administrator V [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Raymark Raymark Raymark Raymark Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Visual Basic Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase Hyperion / Essbase RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie RedPrairie BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) BI (SAS, Teradata etc) Workday Workday Workday Workday Workday Workday Workday Workday Workday Workday Workday Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure General General General General General General General Technical Delivery Manager Technical Support Analyst Solution/System Architect Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V N/A V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst Business Analyst Systems Analyst Developer Project Manager QA Tester Systems Administrator Technical Delivery Manager Technical Support Analyst V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Technical Lead Desktop Support Technician / Engineer Technical Support Analyst Infrastructure Engineer Operations Analyst Operations Technician Systems Administrator-Unix/Linux Systems Administrator-Windows Database Administrator-MS SQL Server Database Administrator-Oracle Database Developer/Designer - Sharepoint Business Analyst Systems Analyst Developer Project Manager QA Tester Technical Delivery Manager V V V V V V V V V V V V V V V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ General Technical Lead V [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ General General General General General General General General General General B) Pass Through Expenses C) Overall Cost: Total FTE and Pass Through Costs Per year Total On-going + Pass Through Cost Per Year D) Annual Volume Activities: Solution/System Architect N/A [****]* [****]* [****]* [****]* [****]* Technical Lead Application Support Analyst SCRUM Master/Agile Coach Technical Writer Enterprise Architect Network Architect Security Analyst Data Modeler Web Developer V V V V N/A N/A V V V [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* 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 Baseline Volume: Year 1 Year 2 Year 3 Year 4 Year 5 N/A N/A N/A N/A N/A Annual Volume Unit of Measurement N/A N/A Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Exhibit 4.3- Pricing Tables - Information Technology - Testing COE Global Pricing Exhibit A) Annual Productivity Gains Activities: Testing CoE B) Pricing Table - Cost Per Hour FTE Activities: Testing CoE C) Productive Hours Productive Hours - Onshore Productive Hours - Offshore Year 1 Year 2 Year 3 Year 4 Year 5 0% 0% 0% 0% 0% On shore Offshore Nearshore [****]* [****]* [****]* [****]* [****]* D) Personnel Project Matrix (including annual productivity gain) Activities Testing CoE E) Pass Through Expenses On shore Offshore Nearshore Total FTE Per Year Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Baseline Volume: Total Pass Through Cost Per Year $ — $ — $ — $ — $ — F) Overall Cost: Total FTE and Pass Through Costs Per year Total On-going + Pass Through Cost Per Year [****]* [****]* [****]* [****]* [****]* Year 1 Year 2 Year 3 Year 4 Year 5 G) FTE Increment Activities: Testing CoE H) Annual Volume Activities: Testing COE Volume Per FTE TBD Unit of Measurement Hours of testing Annual Volume Unit of Measurement TBD Hours of testing Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Exhibit 4.3- Pricing Tables - Information Technology - Support Maintenance Global Pricing Exhibit A) Annual Productivity Gains Activities: SAP eCommerce Retail Wholesale Global Supply Chain Corp & BI B) Pricing Table - Cost Per Hour FTE Activities: SAP eCommerce Retail Wholesale Global Supply Chain Corp & BI C) Productive Hours Productive Hours - On shore Productive Hours - Offshore Productive Hours - Nearshore Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* On shore Offshore Nearshore [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* D) Personnel Projection Matrix (including annual productivity gain) Activities SAP eCommerce Retail Wholesale Global Supply Chain Corp & Bi E) Pass Through Expenses Year 1 Year 2 Year 3 Year 4 Year 5 On shore Offshore [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Nearshore [****]* [****]* [****]* [****]* On shore Offshore [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Nearshore [****]* [****]* [****]* [****]* On shore Offshore [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Nearshore [****]* [****]* [****]* [****]* On shore Offshore [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Nearshore [****]* [****]* [****]* [****]* On shore Offshore [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Nearshore [****]* [****]* [****]* [****]* On shore Offshore Nearshore Total FTE Per Year [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Baseline Volume: Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Total Pass Through Cost Per Year $ — $ — $ — $ — $ — F) Overall Cost: Total FTE and Pass Through Costs Per year Total On-going + Pass Through Cost Per Year [****]* [****]* [****]* [****]* [****]* Year 1 Year 2 Year 3 Year 4 Year 5 G) FTE Increment Activities: SAP eCommerce Retail Wholesale Global Supply Chain Corp & BI H) Annual Volume Activities: SAP GRC eCommerce Retail Wholesale Volume Per FTE Unit of Measurement Volume Per FTE Unit of Measurement N/A TBD TBD TBD TBD TBD N/A Service Requests Service Requests Service Requests Service Requests Service Requests N/A TBD TBD TBD TBD TBD N/A Incidents Incidents Incidents Incidents Incidents Annual Volume Unit of Measurement Annual Volume Unit of Measurement N/A N/A [****]* Service Requests [****]* Service Requests [****]* Service Requests N/A N/A 1,620 Incidents 2,436 Incidents 204 Incidents Global Supply Chain [****]* Service Requests 14,700 Incidents Corp & BI [****]* Service Requests 5,724 Incidents Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Corporate Deskside Support [****]* [****]* [****]* Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Cost/Hour FTE [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Corporate Deskside Support [****]* [****]* [****]* Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support 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 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 [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* Productive Hours - Corporate Deskside Support [****]* [****]* [****]* D) Personnel Projection Matrix (including annual productivity gain) [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* 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 Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support Corporate Deskside Support E) Pass Through Expenses [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Total FTE Per Year [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Baseline Volume: Total Pass Through Cost Per Year — — — — — F) Overall Cost: Total FTE and Pass Through Costs Per year Total On-going + Pass Through Cost Per Year [****]* [****]* [****]* [****]* [****]* Year 1 Year 2 Year 3 Year 4 Year 5 G) FTE Increment Activities: Network Management - Network Operations Center (NOC) Switches Network Management - Network Operations Center (NOC) Network Management - Network Operations Center (NOC) Routers Wireless Controllers Network Management - Network Operations Center (NOC) Cisco WaaS/ SilverPeak Network Management - Network Operations Center (NOC) Analog lines Network Management - Network Operations Center (NOC) Polycom Network Management - Network Operations Center (NOC) Ip Phone Corporate Deskside Support Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Element Windows Linux Unix SAN Storage Backup Capacity Web (IIS / Apache) New Jobs scheduling Server / Storage Operations - Systems Operations Center (SOC) SQL Instances Server / Storage Operations - Systems Operations Center (SOC) Oracle Instances Batch Jobs Batch Job Failure Rate Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Volume Per FTE Unit of Measurement TBD TBD TBD TBD TBD TBD TBD TBD Units Units Units Units Lines Units Units TBD Volume Per FTE Unit of Measurement TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Instances Instances Instances Arrays No. of servers being backed up/ month Sites New jobs/month Installations Instances Job executions Job executions failure Web ( WebSphere/Web logic) TBD Web Logic & WebSpehere instance MaX DB Instances Teradata Instances TBD TBD Instances Instances Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Delivery Location Corporate & Retail Service Desk Operations Mexico Language Brazilian Portuguese Volume Per FTE Unit of Measurement TBD No. of Users Corporate & Retail Service Desk Operations Mexico Latin Spanish TBD No. of Users Corporate & Retail Service Desk Operations Pune English Corporate & Retail Service Desk Operations Romania Dutch Corporate & Retail Service Desk Operations Romania French Corporate & Retail Service Desk Operations Romania German Corporate & Retail Service Desk Operations Romania Italian Corporate & Retail Service Desk Operations Romania Polish TBD TBD TBD TBD TBD TBD No. of Users No. of Users No. of Users No. of Users No. of Users No. of Users Corporate & Retail Service Desk Operations Romania Portuguese TBD No. of Users Corporate & Retail Service Desk Operations Romania Spanish Corporate & Retail Service Desk Operations Romania Turkish Corporate & Retail Service Desk Operations Romania Russian Corporate & Retail Service Desk Operations Romania Czech Corporate & Retail Service Desk Operations Shanghai Bahasa Corporate & Retail Service Desk Operations Shanghai Japanese Corporate & Retail Service Desk Operations Shanghai Korean Corporate & Retail Service Desk Operations Shanghai Mandarin / Simplified Chinese Corporate & Retail Service Desk Operations Shanghai Tagalog TBD TBD TBD TBD TBD TBD TBD TBD TBD No. of Users No. of Users No. of Users No. of Users No. of Users No. of Users No. of Users No. of Users No. of Users Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ H) Annual Volume Activities: Element Network Management - Network Operations Center (NOC) Switches Network Management - Network Operations Center (NOC) Network Management - Network Operations Center (NOC) Routers Wireless Controllers Network Management - Network Operations Center (NOC) Cisco WaaS/ SilverPeak Network Management - Network Operations Center (NOC) Analog lines Network Management - Network Operations Center (NOC) Polycom Network Management - Network Operations Center (NOC) Ip Phone Corporate Deskside Support Server / Storage Operations - Systems Operations Center (SOC) Windows Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Linux Unix Annual Volume Unit of Measurement [****]* Units [****]* Units [****]* Units [****]* Units [****]* Lines [****]* Units [****]* Units TBD TBD [****]* Instances [****]* Instances [****]* Instances Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) SAN Storage [****]* Arrays Backup Capacity Web (IIS / Apache) New Jobs scheduling No. of servers being backed up/month [****]* [****]* Sites New jobs/month [****]* SQL Instances [****]* Installations Server / Storage Operations - Systems Operations Center (SOC) Oracle Instances Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Batch Jobs Batch Job Failure Rate [****]* Instances [****]* Job executions Job executions failure [****]* Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Server / Storage Operations - Systems Operations Center (SOC) Corporate & Retail Service Desk Operations Mexico Web ( WebSphere/Web logic) [****]* Web Logic & WebSpehere instance MaX DB Instances Teradata Instances Delivery Location [****]* Instances [****]* Instances Language 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 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Retail Store Services [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* B) Pass Through Expenses Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Baseline Volume: Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Total Pass Through Cost Per Year $ — $ — $ — $ — $ — C) Overall Cost: Total FTE and Pass Through Costs Per year Total On-going + Pass Through Cost Per Year D) Annual Volume Break Fix IMAC DSS Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Store Open, Close, Remodel Total Total +10% [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Store Opening [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION MASTER SERVICES AGREEMENT * By and Between Levi Strauss & Co. And Wipro Limited November 7, 2014 Exhibit 4 Pricing Tables Attachment 4.1.4 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Exhibit 4.1.4 - Pricing Tables - Customer Service [****]* 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 Order Management On shore Offshore Nearshore Preliminary Order Processing (POP) On shore Dispute Management Returns Reporting Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore Other Customer Services Activities On shore Offshore Nearshore Total FTE Per Year E) Pass Through Expenses Mailroom & Scanning - Solution to be defined Outbound Calls & Call Forwarding - Solution to be defined Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Baseline Volume: TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Total Pass Through Cost Per Year $ — $ — $ — $ — $ — Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ F) Overall Cost: Total FTE and Pass Through Costs Per year Total On-going + Pass Through Cost Per Year G) FTE Increment Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* Activities: Volume Per FTE Unit of Measurement Order Management TBD Preliminary Order Processing (POP) TBD Dispute Management Returns Reporting TBD TBD TBD Other Customer Services Activities TBD H) Annual Volume TBD TBD TBD TBD TBD TBD Activities: Annual Volume Units of Measurement Order Management [****]* [****]* Preliminary Order Processing (POP) TBD Dispute Management Returns Reporting TBD TBD TBD Other Customer Services Activities TBD TBD TBD TBD TBD TBD Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Exhibit 4.1.4 - Pricing Tables - Customer Service [****]* 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 Order Management On shore Offshore Nearshore Preliminary Order Processing (POP) On shore Dispute Management Returns Reporting Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore Other Customer Services Activities On shore Offshore Nearshore Total FTE Per Year E) Pass Through Expenses Mailroom & Scanning - Solution to be defined Outbound Calls & Call Forwarding - Solution to be defined Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Baseline Volume: TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Total Pass Through Cost Per Year $ — $ — $ — $ — $ — F) Overall Cost: Total FTE and Pass Through Costs Per year Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Total On-going + Pass Through Cost Per Year G) FTE Increment Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* Activities: Volume Per FTE Unit of Measurement Order Management TBD Preliminary Order Processing (POP) TBD Dispute Management Returns Reporting TBD TBD TBD Other Customer Services Activities TBD H) Annual Volume TBD TBD TBD TBD TBD TBD 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 Dispute Management TBD Returns Reporting TBD Other Customer Services Activities TBD TBD TBD [****]* Returns TBD TBD Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Exhibit 4.1.4 - Pricing Tables - Customer Service [****]* 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 Order Management On shore Offshore Nearshore Preliminary Order Processing (POP) On shore Dispute Management Returns Reporting Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore On shore Offshore Nearshore Other Customer Services Activities On shore Offshore Nearshore Total FTE Per Year E) Pass Through Expenses Mailroom & Scanning - Solution to be defined Outbound Calls & Call Forwarding - Solution to be defined Year 1 Year 2 Year 3 Year 4 Year 5 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* — Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Baseline Volume: TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Total Pass Through Cost Per Year $ — $ — $ — $ — $ — F) Overall Cost: Total FTE and Pass Through Costs Per year Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Total On-going + Pass Through Cost Per Year [****]* [****]* [****]* [****]* [****]* Year 1 Year 2 Year 3 Year 4 Year 5 G) FTE Increment Activities: Volume Per FTE Unit of Measurement Order Management TBD Preliminary Order Processing (POP) TBD Dispute Management Returns Reporting TBD TBD TBD Other Customer Services Activities TBD H) Annual Volume TBD TBD TBD TBD TBD TBD Activities: Annual Volume Unit of Measurement Order Management [****]* Orders (EDI & Manual) Preliminary Order Processing (POP) TBD Dispute Management TBD Returns Reporting TBD Other Customer Services Activities TBD TBD TBD [****]* Returns TBD TBD Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Exhibit 4.1.4 - Pricing Tables - Customer Service Volume Details A) [****]* Below are sales document count and split of manual orders, volumes are only for [****]* region it doesn’t include [****]* and [****]* volumes [****]* Month Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Total B) [****]* Total Ordered Units - Manual Orders Manual Sales Docs Count 2013 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* 2014 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* 2013 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* 2014 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Total Ordered Units - Manual Orders Month 2013 2014 Manual Sales Docs Count 2013 2014 Jan Feb Mar Apr Jun Jul Aug Sep Oct Nov Dec Total [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* 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 [****]* process. Split by region is not available Sales Doc / Orders [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Total: At Once Orders: Pre Book Orders Totals Returns Returns Count C) [****]* (FY 2013) [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Total: [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Below are sales documents volumes (FY2013) for [****]* regions all countries Sales Order Type [****]* [****]* [****]* [****]* [****]* [****]* Standard Orders Contracts Free Goods/Samples [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Returns Grand Total [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Sales Order Type [****]* [****]* [****]* [****]* [****]* [****]* Standard Orders Contracts Free Goods/Samples Returns Grand Total [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY Exhibit 4.1.5 - Pricing Tables - Consumer Relations [****]* 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 Contact Handling & Resolution Year 1 Year 2 Year 3 Year 4 Year 5 On shore Offshore Nearshore Total FTE Per Year [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* E) Pass Through Expenses Outbound Calls & Call Forwarding - Solution to be defined Year 1 Year 2 Year 3 Year 4 Year 5 Baseline Volume: Year 1 Year 2 Year 3 Year 4 Year 5 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: Contact Handling & Resolution $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* Volume Per FTE Unit of Measurement TBD TBD H) Annual Volume Activities: Contact Handling & Resolution Annual Volume Units of Measurement TBD TBD Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY Exhibit 4.1.5 - Pricing Tables - Consumer Relations [****]* 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 Contact Handling & Resolution Year 1 Year 2 Year 3 Year 4 Year 5 On shore Offshore Nearshore Total FTE Per Year [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* E) Pass Through Expenses Outbound Calls & Call Forwarding - Solution to be defined Year 1 Year 2 Year 3 Year 4 Year 5 Baseline Volume: Year 1 Year 2 Year 3 Year 4 Year 5 TBD TBD TBD TBD TBD Total Pass Through Cost Per Year F) Overall Cost: Total FTE and Pass Through Costs Per year $ — $ — $ — $ — $ — Total On-going + Pass Through Cost Per Year G) FTE Increment Activities: Contact Handling & Resolution Year 1 Year 2 Year 3 Year 4 Year 5 $ [****]* $ [****]* $ [****]* $ [****]* $ [****]* Volume Per FTE Unit of Measurement TBD TBD H) Annual Volume Activities: Contact Handling & Resolution Annual Volume Units of Measurement TBD TBD Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 * 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. 2. 3. 4. 5. 6. 7. Purpose References Definitions Framework Facilitation of Relationship Relationship Management Teams Annual Review Meeting Location, Agenda and Minutes Overall Executive Steering Committee Quarterly Business Review Annual Strategic Review Service Performance Meetings Overall Contractor Facilitation Meetings Introduction 1.1 1.2 1.3 Relationship Management 2.1 2.2 2.3 2.4 2.5 Agreement Governance 3.1 3.2 3.3 3.4 3.5 3.6 Service Category Governance General 4.1 Additional Key Roles 4.2 Service Category Regional Tower Lead Committee Meeting 4.3 Global Process Lead Meetings 4.4 Core Team Review: Internal & External 4.5 Service Level Review 4.6 Weekly Function Update 4.7 4.8 Daily Process Update Service Delivery Processes. 5.1 5.2 5.3 Acceptance 6.1 6.2 6.3 Contract Change Process. 7.1 Overall Processes; Process Improvement Process for Transformation of Service Delivery Processes Process Improvement Acceptance Criteria and Testing Failure to Pass Acceptance Testing Acceptance In General 7.2 7.3 7.4 Contract Change Request Notices Contract Change Request Log Coordination LS&Co. – Exhibit 5 – Governance Page i 1 1 1 1 1 1 1 2 2 2 2 2 2 3 4 4 5 5 5 5 5 6 7 7 8 8 8 8 9 9 9 9 10 10 11 11 11 12 12 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY 7.5 7.6 Prioritization of Contract Changes Non-Chargeable Contract Change LS&Co. – Exhibit 5 – Governance CONFIDENTIAL EXECUTION VERSION 12 12 Page ii Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 2. 2.1 2.2 INTRODUCTION. Purpose. This Exhibit describes the governance framework to be established by LS&Co. and Supplier to manage the relationship between them. 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. 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) (b) (c) (d) (e) (f) (g) (h) (i) (j) “Acceptance Testing Period” has the meaning given in Section 6.3. “Annual Review” has the meaning given in Section 2.4. “Contract Change Log” has the meaning given in Section 7.3. “Contract Change Request” has the meaning given in Section 7.2. “Contractor Facilitation Meeting” has the meaning given in Section 3.6. “Nonconformity” has the meaning given in Section 6.2. “Process Improvement Team” has the meaning given in Section 5.3. “Regional Service Delivery Manager” has the meaning given in Section 4.2(a). “Service Category Regional Tower Lead Committee” has the meaning given in Section 4.3. “Supplier Delivery Processes” has the meaning given in Section 5.1. RELATIONSHIP MANAGEMENT. 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. 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 LS&Co. – Exhibit 5 – Governance Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 2.3 2.4 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. Relationship Management Teams. The Parties shall establish and maintain relationship management teams that are necessary to support the performance and delivery of the Services. 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 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. LS&Co. – Exhibit 5 – Governance Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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: Frequency Quarterly or such other time period agreed to by the Parties. Executive Steering Committee Meetings Purpose Provide guidance on overall relationship and strategic direction • • Review Performance Indicators against previously set goals and meet with specialists and Members supervisors to gain feedback • Approve proposed initiatives • Approve recommendations as required • Approve Contract Change Requests • Discuss and resolve escalated issues 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. 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: Frequency Quarterly or such other time period agreed to by the Parties. GBS Leadership Team Review Purpose • Review Performance Indicators against previously set goals and meet with specialists and Members supervisors to gain feedback • Approve proposed initiatives 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. – Exhibit 5 – Governance Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION • LS&Co. Customer Service Lead GBS Leadership Team Review 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: 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 Annual Strategic Review Members supervisors to gain feedback • Approve proposed initiatives • Establish program goals for the upcoming year 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. Frequency Purpose Members Monthly or such other time period agreed to by the Parties. GBS Core Team • Review Performance Indicators against previously set goals and meet with specialists and supervisors to gain feedback • Discuss and resolve escalated issues; escalated as needed Supplier: • IT Lead • Finance Lead • HR Solutions Lead • Customer Service Lead • Consumer Relations Lead • Supplier Governance Executive LS&Co.: LS&Co. – Exhibit 5 – Governance Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION GBS Core Team • 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. Frequency Purpose Members Contractor Facilitation Meetings Quarterly or such other time period agreed to by the Parties. • 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 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 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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: Frequency Purpose Members Supporting Activities Service Category Regional Tower Lead Committee Meetings (regional tower meeting for each functional tower, 4 separate meetings) Quarterly or such other time period agreed to by the Parties. • 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 Supplier: • Supplier Regional Tower Lead • Primary Supplier representative for the applicable Service Category LS&Co.: • LS&Co. Regional Tower Lead (e.g., [****]*) • 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 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: Frequency Purpose Global Process Lead Meeting Quarterly or such other time period agreed to by the Parties. • 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 LS&Co. – Exhibit 5 – Governance Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Global Process Lead Meeting Members plans, as appropriate 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 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: Frequency Purpose Members Core Team Review: Internal & External Weekly or such other time period agreed to by the Parties. • LS&Co. and Supplier provide overall delivery/performance updates • Raise issues identified during internal review • Planning/scheduling of resolutions 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: Frequency Purpose Members Weekly or such other time period agreed to by the Parties. Service Level Review • Review performance indicators, quality scores and trends to inform ongoing activities Supplier: • Supplier Global Tower Leads • Supplier Regional Tower Leads LS&Co. – Exhibit 5 – Governance Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Service Level Review 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: Frequency Purpose Members Weekly or such other time period agreed to by the Parties. Weekly Function Update • 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 Supplier: • Supplier Global Tower Leads • Supplier Regional Tower Leads LS&Co.: • LS&Co. Global Tower Leads • LS&Co. Regional Tower Leads 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: Frequency Purpose Members Daily or such other time period agreed to by the Parties. Daily Process Update • 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 Supplier: • Supplier Regional Tower Leads • Supplier Tower Working Teams LS&Co.: • LS&Co. Regional Tower Leads • LS&Co. Tower Working Teams SERVICE DELIVERY PROCESSES. 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 5. 5.1 LS&Co. – Exhibit 5 – Governance Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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. 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. ACCEPTANCE. 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 5.2 5.3 6. 6.1 LS&Co. – Exhibit 5 – Governance Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 6.2 6.3 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. 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. 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. – Exhibit 5 – Governance Page 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 7. 7.1 7.2 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. CONTRACT CHANGE PROCESS. 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. 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 LS&Co. – Exhibit 5 – Governance Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 7.4 7.5 7.6 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). 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. 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. 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 12 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION MASTER SERVICES AGREEMENT BY AND BETWEEN LEVI STRAUSS & CO. AND WIPRO LIMITED NOVEMBER 7, 2014 EXHIBIT 6 REPORTS Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ TABLE OF CONTENTS CONFIDENTIAL EXECUTION VERSION 1. 2. 3. 4. Provision of Reports Report Requirements Report Capture Tools Web Portal Purpose References Definitions Introduction 1.1 1.2 1.3 Reporting Requirements. 2.1 2.2 2.3 2.4 2.5 Governance Reports. Service Reports. 3.2 3.3 3.4 3.5 3.6 Human Resource Services Reports Finance Services Reports Information Technology Services Reports Customer Service Services Reports Consumer Relations Services Reports 1 1 1 1 1 1 1 1 1 2 2 4 4 4 5 5 6 LS&Co. – Exhibit 6 – Reports Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 2. 2.1 2.2 2.3 2.4 INTRODUCTION. General. This Exhibit sets forth the reports that Supplier shall provide as part of the Services. 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. 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. REPORTING REQUIREMENTS. 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. 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. 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. 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, LS&Co. – Exhibit 6 – Reports Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. CONFIDENTIAL EXECUTION VERSION 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; 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. 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. 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 (completed and provided to LS&Co. as per the timelines set forth in Section 18.3 of the Agreement) Yearly Service Auditor’s Report as per Section 18.3 of the Agreement SOC Bridge Letter Satisfaction Survey Output summary report regarding results of the satisfaction survey; raw data from the Quarterly LS&Co. – Exhibit 6 – Reports Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Report Name Description Frequency CONFIDENTIAL EXECUTION VERSION survey results must be provided upon request. Survey to be developed by the parties during detailed knowledge acquisition. 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 Quarterly summary of strategic relationship performance, including: LS&Co business updates; Supplier business updates; industry trends; new initiatives; and challenges/obstacles/opportunities. 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. 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 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 (if needed) Monthly Monthly Quarterly Business Review Root Cause Analysis Scorecard Performance Summary Invoice Summary Report Performance Reports Disaster Recovery / Business Continuity Report outlining key controls as well as advances in developing and updating the Disaster Recovery Plan. LS&Co. – Exhibit 6 – Reports As detailed in agreed-upon Disaster Recovery Plan, but no less than annually Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Frequency Monthly/As mutually agreed Report Name Command Center Report & Back Office Activity Description 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). 4. SERVICE REPORTS. 4.1 Human Resource Services Reports. Description Due Date Recipients Name Scorecard Performance Summary Volume Analysis Report 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. Analysis of volume trend and action to be taken for containing it. Service Performance Report Service Level performance, key highlight and opportunities for improvement. Continuous Improvement Status of operational improvement initiatives; as mutually agreed 10th business date of every month Risk and Mitigation Report List of operational and technical risks along with mitigation/contingency plan. 10th business date of every month 10th business date of every month 10th business date of every month 10th business date of every month Tower leads Tower leads Tower leads Tower leads 4.2 Finance Services Reports. Name Description Due Date Volume Analysis Report Analysis of volume trend and action to be taken for containing it. 10th business date of every month Recipients Tower leads LS&Co. – Exhibit 6 – Reports Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION Name Description Due Date Volume Analysis Report Analysis of volume trend and action to be taken for containing it. 10th business date of every month Service Performance Report Service Level performance, key highlight and opportunities for improvement. 10th business date of every month Continuous Improvement Status of operational improvement initiatives; as mutually agreed 10th business date of every month Risk and Mitigation Report List of operational and technical risks along with mitigation/contingency plan. 10th business date of every month Recipients Tower leads Tower leads Tower leads Tower leads 4.3 Information Technology Services Reports. Name Description Due Date Volume Analysis Report Analysis of volume trend and action to be taken for containing it. 10th business date of every month Service Performance Report Service Level performance, key highlight and opportunities for improvement. 10th business date of every month Continuous Improvement Status of operational improvement initiatives; as mutually agreed 10th business date of every month Risk and Mitigation Report List of operational and technical risks along with mitigation/contingency plan. 10th business date of every month Recipients Tower leads Tower leads Tower leads Tower leads 4.4 Customer Service Services Reports. Name Description Due Date Volume Analysis Report Analysis of volume trend and action to be taken for containing it. 10th business date of every month Service Performance Report Service Level performance, key highlight and opportunities for improvement. 10th business date of every month Continuous Improvement Status of operational improvement initiatives; as mutually agreed 10th business date of every month Risk and Mitigation Report List of operational and technical risks along with mitigation/contingency plan. 10th business date of every month Recipients Tower leads Tower leads Tower leads Tower leads LS&Co. – Exhibit 6 – Reports Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 4.5 Consumer Relations Services Reports. Name Description Due Date Volume Analysis Report Analysis of volume trend and action to be taken for containing it. 10th business date of every month Service Performance Report Service Level performance, key highlight and opportunities for improvement. 10th business date of every month Continuous Improvement Status of operational improvement initiatives; as mutually agreed 10th business date of every month Risk and Mitigation Report List of operational and technical risks along with mitigation/contingency plan. 10th business date of every month Recipients Tower leads Tower leads Tower leads Tower leads LS&Co. – Exhibit 6 – Reports Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY TABLE OF CONTENTS 1. Introduction 1.1 1.2 1.3 Purpose References Definitions 2. 3. Supplier Service Locations LS&Co. Service Locations CONFIDENTIAL NOVEMBER 1, 2014 1 1 1 1 1 2 LS&Co. – Exhibit 7 – Service Locations Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. General. This Exhibit sets forth the Service Locations approved by the Parties. 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. 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, IT & BPO Bucharest, Romania Wipro Technologies S.R.L, IT & BPO [****]* Shanghai, China Wipro (Shanghai) Limited IT & BPO [****]* Mexico [****]* Wipro [****]* IT LS&Co. – Exhibit 7 – Service Locations Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Mexico Wipro Technologies, S.A. de C.V. BPO [****]* [****]* Vizag, India (Alternate Supplier Service Location) Kochi, India Manjakkudi, India Dalian, China [****]* [****]* [****]* Wipro Limited [****]* Wipro Limited [****]* Wipro Limited [****]* Wipro [****]* [****]* [****]* Alternate Supplier Service Location) (Alternate Supplier Service Location) (Alternate Supplier Service Location) (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 LS&Co. – Exhibit 7 – Service Locations Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 San Francisco [****]* [****]* [****]* Address Services Levi Strauss & Co., 1155 Battery St, San Francisco, CA 94111 [****]* [****]* [****]* IT [****]* [****]* [****]* LS&Co. – Exhibit 7 – Service Locations Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. Introduction 1.1 1.2 1.3 Purpose References Definitions 2. Transition 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 Transition Methodology Transition Plan Requirements for Transition Plan Requirements for Transition Enablement Risk Management and Risk Mitigation Completion of Statements of Work and Service Level Definitions Knowledge Capture and Cascade Training LS&Co. Transition Responsibilities Existing Projects Initial Process Improvement 3. Milestones and Completion Dates 3.1 3.2 3.3 Completion of Transition Services Transition Milestones Payment Milestones 4. Overall Transition Approach 4.1 4.2 4.3 Transition Bundles Phases, and Waves Definitions of Bundles, Waves and Phases 5. Transition Governance 5.1 5.2 5.3 5.4 5.5 Transition Governance Roles Change Management Status Updates Transition Issue Escalation LS&Co Transition Governance Roles 6. Transition Meetings 6.1 6.2 6.3 6.4 Transition Meetings in General Executive Review Sessions Overall Transition Status Meetings Service Category Status Meetings 1 1 1 1 1 1 1 2 2 5 5 5 5 6 6 7 7 7 7 7 11 11 12 12 56 56 59 59 60 60 61 61 62 62 63 LS&Co. – Exhibit 8 – Transition Framework Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 2. 2.1 2.2 INTRODUCTION. Purpose. This Exhibit sets out the approach and methodology that shall apply to the Transition Services. 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 terms set forth below have the meanings set forth below: (a) (b) (c) (d) (e) (f) (g) “Bundle 1” has the meaning given in Section 4.1. “Bundle 2” has the meaning given in Section 4.1. “In-Flight Project” has the meaning given in Section 2.10. “Knowledge Acquisition” has the meaning given in Section 2.4(c). “Phase” has the meaning given in Section 4.2. “Stabilization” has the meaning given in Section 2.4(g). “Wave” has the meaning given in Section 4.2. TRANSITION. 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. 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. LS&Co. – Exhibit 8 – Transition Framework Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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. 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) (ii) Develop a technical architecture diagram laying out all applications, tools, interfaces, and systems needed to support the process solution; 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) (ii) Review existing controls; Review existing processes; (iii) Identify Transition approach; (iv) Refine process documentation; (v) Plan the transition; LS&Co. – Exhibit 8 – Transition Framework Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION (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) (ii) (iii) Staff inductions; Obtain knowledge from LS&Co. Agents; 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: (i) (ii) Conduct remaining delivery process training (BPO); Perform work shadow support for IT tracks; (iii) Reverse work shadowing of existing delivery center staff in new environment (BPO); and LS&Co. – Exhibit 8 – Transition Framework Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION (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) (ii) 100% scope performed from new delivery environment; and 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.” LS&Co. – Exhibit 8 – Transition Framework Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 2.5 2.6 2.7 2.8 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. 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 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. 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. 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 LS&Co. – Exhibit 8 – Transition Framework Page 5 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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) (b) (c) (d) (e) (f) 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; A list of LS&Co. Third Party Contractors, if any, supporting each In-Flight Project; 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; 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; A list of issues impacting the specific In-Flight Projects; and A list of all risks, including the mitigation strategy, for all In-Flight Projects. LS&Co. – Exhibit 8 – Transition Framework Page 6 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 2.11 3. 3.1 3.2 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. MILESTONES AND COMPLETION DATES. 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. 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 Bundle 1, Phase 1 – [****]*HR 1 1 1 2 [****]* [****]* Bundle 1, Phase 1 – [****]* Finnce & Payroll Onshore Knowledge Capture Approval for Service Proofing 100% Go-Live [****] [****] [****] [****] [****] [****] LS&Co. – Exhibit 8 – Transition Framework Page 7 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY 74 Wave Country 1 1 1 1 1 (Finance) 2 (Finance) 1 (Payroll) 2 (Payroll) [****]* [****]* [****]* [****]* Bundle 2, Phase 1 - [****]* Finance 2 2 2 1 (Finance) 2 (Finance) 3 (Finance) [****]* [****]* [****]* Bundle 1, Phase 1 - Global IT Applications 1 1 1 1 1 2 2 2 Global (Corp & BI) Global (Corp & BI – All Other; GSC) [****]* (GSC; Wholesale) [****]* (Corp & BI; GSC; Wholesale) Bundle 1, Phase 1 - Global IT Infrastructure 1 1 1 1 1 1 1 1 2 3 4 5 Global (Common Services Transition) [****]* (Corporate & Retail Service Desk) All [****]* (Corporate Offices, Retail Stores) Global (SOC) Global (NOC) Global (Enterprise Security) Bundle 1, Phase 1 - [****]* Customer Service 1 1 1 2 [****]* [****]* Bundle 1, Phase 2 - [****]* Human Resources 1 1 1 1 2 3 [****]* [****]* [****]* Bundle 1, Phase 2 - [****]* Finance & Payroll CONFIDENTIAL EXECUTION VERSION Onshore Knowledge Capture Approval for Service Proofing 100% Go-Live [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* LS&Co. – Exhibit 8 – Transition Framework Page 8 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY 74 Wave Country 1 1 1 1 1 1 1 2 2 1 (Finance) 2 (Finance) 3 (Finance) 4 (Finance) 1 (Payroll) 2 (Payroll) 3 (Payroll) 1 (Finance) 2 (Finance) [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Bundle 1, Phase 2 - [****]* IT Applications 1 1 All [****]* Bundle 1, Phase 2 - [****]* IT Infrastructure 1 1 1 1 1 1 1 2 3 4 5 6 All [****]* [****]* [****]* [****]* Rest of [****]*- Remote All [****]* Bundle 1, Phase 2 - [****]*Customer Service 1 1 1 1 2 3 [****]* [****]* [****]* CONFIDENTIAL EXECUTION VERSION Onshore Knowledge Capture Approval for Service Proofing 100% Go-Live [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* LS&Co. – Exhibit 8 – Transition Framework Page 9 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 74 Wave Country Onshore Knowledge Capture Approval for Service Proofing 100% Go-Live Bundle 1, Phase 2 - [****]* Consumer Relations 1 1 1 2 [****]* [****]* Bundle 1, Phase 3 - [****]* Human Resources 1 1 1 1 1 2 3 4 [****]* [****]* [****]* [****]* Bundle 1, Phase 3 - [****]* Finance & Payroll 1 1 1 1 1 1 (Finance) 1 (Payroll) 2 (Payroll) 3 (Payroll) 4 (Payroll) [****]* [****]* [****]* [****]* [****]* Bundle 2, Phase 3 - [****]*Finance 2 2 1 (Finance) 2 (Finance) [****]* [****]* Bundle 1, Phase 3 - [****]* IT Applications 1 1 All [****]* (eCommerce - Hybris) [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* LS&Co. – Exhibit 8 – Transition Framework Page 10 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY 74 1 Wave 2 All [****]* (Retail and GSC) Bundle 1, Phase 3 - [****]* IT Infrastructure Country 1 1 1 1 1 1 2 3 4 5 All [****]* (Corporate Service; Retail Service Desk) All [****]* (SOC) [****]* [****]* Rest of [****]* Bundle 1, Phase 3 - [****]* Customer Service 1 1 1 2 [****]* [****]* Bundle 1, Phase 3 - [****]* Consumer Relations 1 1 All [****]* CONFIDENTIAL EXECUTION VERSION Onshore Knowledge Capture Approval for Service Proofing 100% Go-Live [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* 4. 4.1 OVERALL TRANSITION APPROACH. 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 LS&Co. – Exhibit 8 – Transition Framework Page 11 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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) (b) (c) [****]* [****]*; and [****]*. 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 ([****]* - HR) Bundle Wave 1 1 Countries [****]** Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing assessment • Completion and LS&Co. signoff of go-live checklist [****]* [****]* LS&Co. – Exhibit 8 – Transition Framework Page 12 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 • Completion and LS&Co. signoff of IT readiness assessment 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 1 2 Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 ([****]* – Finance & Payroll) Bundle Wave 1 1 (Finance) Countries [****]* Functions • Accounts Payable • Travel & Expense Processing • Technology and Master Data • Accounts Receivable • Indirect Procurement LS&Co. – Exhibit 8 – Transition Framework Page 13 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 • Completion and LS&Co. signoff of site readiness Proofing 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 1 2 (Finance) Countries [****]* Functions • General Accounting • Inventory Accounting • Internal Reporting • Treasury 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 • Completion and LS&Co. signoff of site readiness Proofing 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 14 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Bundle Wave 1 (Payroll) 1 Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 1 2 (Payroll) Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 [****]* [****]* [****]* LS&Co. – Exhibit 8 – Transition Framework Page 15 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date 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 ([****]* – Finance) Bundle Wave 2 1 (Finance) Countries • [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 2 2 (Finance) Countries • [****]* Functions • Accounts Receivable • Cash Management LS&Co. – Exhibit 8 – Transition Framework Page 16 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION (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 • Completion and LS&Co. signoff of site readiness Proofing 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 2 3 (Finance) Countries • [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing assessment [****]* [****]* LS&Co. – Exhibit 8 – Transition Framework Page 17 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 1 Phase 1 (Global – IT Applications) Bundle Wave 1 1 Countries [****]* Functions • 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 • Sign-off of Supplier’s achievement of the shadow support Proofing 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 [****]* Bundle Wave Countries Functions LS&Co. – Exhibit 8 – Transition Framework Page 18 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Bundle Wave 1 2 Countries [****]* [****]* [****]* Functions • Corp & BI (all other) • Global Supply Chain • Global Supply Chain • Wholesale • 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 • Sign-off of Supplier’s achievement of the shadow support Proofing 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 [****]* Bundle 1 Phase 1 (Global - IT Infrastructure) Bundle Wave 1 1 Countries [****]* Functions • Common Services Transition (Desktop Engineering, Collaboration, Active Directory Management) [****]* • Corporate and Retail Service Desk LS&Co. – Exhibit 8 – Transition Framework Page 19 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 • Sign-off of Supplier’s achievement of the shadow support Proofing 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 1 2 Countries All [****]* Functions • 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 • Sign-off of Supplier’s achievement of the shadow support Proofing phase exit criteria • Creation and LS&Co signoff of draft procedures manual • Completion and LS&Co. signoff of site [****]* [****]* LS&Co. – Exhibit 8 – Transition Framework Page 20 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date 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 1 3 Countries All [****]* Functions • 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 • Sign-off of Supplier’s achievement of the shadow support Proofing 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. – Exhibit 8 – Transition Framework Page 21 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date LS&Co. agents who previously performed the activities except for support for stabilization Bundle Wave Countries 1 4 [****]* Functions • Network Operations Center (WAN Operations, Data Services, Voice Services, Network 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 • Sign-off of Supplier’s achievement of the shadow support Proofing 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 1 5 Countries [****]* Functions • Enterprise Security Services (SAP & GRC, Application Security, Data Security, Infrastructure Security) LS&Co. – Exhibit 8 – Transition Framework Page 22 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 • Sign-off of Supplier’s achievement of the shadow support Proofing 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 1 Phase 1 ([****]* – Customer Services) Bundle Wave Countries 1 1 [****]* Functions • 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 [****]* LS&Co. – Exhibit 8 – Transition Framework Page 23 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date 2. Approval for Service • Completion and LS&Co. signoff of site readiness Proofing assessment process maps • 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 1 2 Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 24 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Bundle 1 Phase 2 ([****]* – HR) Bundle Wave 1 1 Countries • [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 1 2 Countries • [****]* Functions • Employee Relations • Leave Management • Recruiting • Offboarding • Benefits Administration • Compensation Administration • Performance Management • Employee Data Management / HRIS Milestone Acceptance Criteria 1. On-Shore Knowledge • Creation and LS&Co. signoff of draft procedures manual Completion Date [****]* LS&Co. – Exhibit 8 – Transition Framework Page 25 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date Capture • Creation and LS&Co. signoff of process maps 2. Approval for Service • Completion and LS&Co. signoff of site readiness Proofing 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 1 3 Countries • [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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. – Exhibit 8 – Transition Framework Page 26 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date LS&Co. agents who previously performed the process except for process support for stabilization Bundle 1 Phase 2 ([****]* – Finance) Bundle Wave 1 1 (Finance) Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 1 2 (Finance) Countries [****]* Functions • 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 27 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 • Completion and LS&Co. signoff of site readiness Proofing 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 1 3 (Finance) Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 [****]* [****]* [****]* LS&Co. – Exhibit 8 – Transition Framework Page 28 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date performed the process except for process support for stabilization Bundle Wave 1 4 (Finance) Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 1 1 (Payroll) Countries [****]* Functions • Payroll LS&Co. – Exhibit 8 – Transition Framework Page 29 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 • Completion and LS&Co. signoff of site readiness Proofing 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 1 2 (Payroll) Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 30 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Bundle Wave 1 3 (Payroll) Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 ([****]* – Finance) Bundle Wave 2 1 (Finance) Countries Singapore [****]* Functions • 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 [****]* LS&Co. – Exhibit 8 – Transition Framework Page 31 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date 2. Approval for Service • Completion and LS&Co. signoff of site readiness Proofing assessment process maps • 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 2 2 (Finance) Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 ([****]* - IT Applications) LS&Co. – Exhibit 8 – Transition Framework Page 32 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Bundle Wave Countries 1 1 All [****]* Functions • 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 • Sign-off of shadow support phase exit criteria as mutually Proofing agreed during planning phase • Creation and LS&Co. signoff of draft procedures manual • Completion and LS&Co. signoff of site readiness [****]* 3. 100% Go-Live assessment • Completion and LS&Co. signoff of IT readiness assessment • 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 ([****]* - IT Infrastructure) Bundle Wave 1 1 Countries All [****]* Functions • Corporate and Retail Service Desk Milestone Acceptance Criteria Completion Date 1. On-Shore Knowledge • Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually [****]* LS&Co. – Exhibit 8 – Transition Framework Page 33 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Capture Acceptance Criteria Completion Date agreed during planning phase • Completion of the draft system and maintenance technical Document (SMTD) 2. Approval for Service • Sign-off of shadow support phase exit criteria as mutually Proofing agreed during planning phase • Creation and LS&Co. signoff of draft procedures manual • Completion and LS&Co. signoff of site readiness [****]* 3. 100% Go-Live assessment • Completion and LS&Co. signoff of IT readiness assessment • 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 1 2 Countries [****]* Functions • 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 • Sign-off of shadow support phase exit criteria as mutually Proofing agreed during planning phase • Creation and LS&Co. signoff of draft procedures manual • Completion and LS&Co. signoff of site readiness [****]* assessment LS&Co. – Exhibit 8 – Transition Framework Page 34 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date 3. 100% Go-Live • Completion and LS&Co. signoff of IT readiness assessment • 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 1 3 Countries [****]* Functions • 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 • Sign-off of shadow support phase exit criteria as mutually Proofing agreed during planning phase • Creation and LS&Co. signoff of draft procedures manual • Completion and LS&Co. signoff of site readiness [****]* 3. 100% Go-Live assessment • Completion and LS&Co. signoff of IT readiness assessment • 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 [****]* LS&Co. – Exhibit 8 – Transition Framework Page 35 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date support for stabilization Bundle Wave Countries 1 4 [****]* Functions • 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 • Sign-off of shadow support phase exit criteria as mutually Proofing agreed during planning phase • Creation and LS&Co. signoff of draft procedures manual • Completion and LS&Co. signoff of site readiness [****]* 3. 100% Go-Live assessment • Completion and LS&Co. signoff of IT readiness assessment • 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 1 5 Countries Rest of [****]**- Remote Functions • Corporate Offices • Retail Stores Milestone Acceptance Criteria 1. On-Shore • Sign-off of Knowledge Acquisition Completion Date [****]* LS&Co. – Exhibit 8 – Transition Framework Page 36 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Knowledge Capture Acceptance Criteria Completion Date Phase (KAP) exit criteria as mutually agreed during planning phase • Completion of the draft system and maintenance technical Document (SMTD) 2. Approval for Service • Sign-off of shadow support phase exit criteria as Proofing mutually agreed during planning phase • Creation and LS&Co. signoff of draft procedures manual • Completion and LS&Co. signoff of site readiness [****]* 3. 100% Go-Live assessment • Completion and LS&Co. signoff of IT readiness assessment • 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 1 6 Countries All [****]* Functions • 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 • Sign-off of shadow support phase exit criteria as mutually Proofing agreed during planning phase • Creation and LS&Co. signoff of draft [****]* [****]* LS&Co. – Exhibit 8 – Transition Framework Page 37 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date 3. 100% Go-Live procedures manual • Completion and LS&Co. signoff of site readiness assessment • Completion and LS&Co. signoff of IT readiness assessment • 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 ([****]* - Customer Service) Bundle Wave 1 1 Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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. – Exhibit 8 – Transition Framework Page 38 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date 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 1 2 Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 1 3 Countries [****]* Functions • Order Management • Preliminary Order Processing (POP) • Dispute Management • Returns • Reporting • Other Customer Service Activities LS&Co. – Exhibit 8 – Transition Framework Page 39 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 • Completion and LS&Co. signoff of site readiness Proofing 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 ([****]* - Consumer Relations) Bundle Wave 1 1 Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness [****]* Proofing assessment • Completion and LS&Co. signoff of go-live checklist LS&Co. – Exhibit 8 – Transition Framework Page 40 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]* • Completion and LS&Co. signoff of IT readiness assessment 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 1 2 Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 ([****]* – HR) Bundle Wave Countries 1 1 [****]* Functions • Employee Relations • Leave Management • Recruitment • Offboarding • Benefits Administration LS&Co. – Exhibit 8 – Transition Framework Page 41 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 1 2 Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing assessment [****]* [****]* • Completion and LS&Co. signoff of go- LS&Co. – Exhibit 8 – Transition Framework Page 42 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date 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 1 3 Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 LS&Co. – Exhibit 8 – Transition Framework Page 43 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1 4 [****]* • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 ([****]* – Finance & Payroll) Bundle Wave 1 1 (Finance) Countries [****]* Functions • 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 44 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 • Completion and LS&Co. signoff of site readiness Proofing 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 1 1 (Payroll) Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Bundle Wave 1 2 (Payroll) Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 1 3 (Payroll) Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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. – Exhibit 8 – Transition Framework Page 46 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date 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 1 4 (Payroll) Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 ([****]* – Finance) Bundle Wave 2 1 (Finance) Countries [****]* Functions • All Processes LS&Co. – Exhibit 8 – Transition Framework Page 47 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 • Completion and LS&Co. signoff of site readiness Proofing 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 2 2 (Finance) Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 48 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Bundle 1 Phase 3 ([****]* - IT Applications) Bundle Wave 1 1 Countries All [****]* (Excludes [****]*) Functions • 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 • Sign-off of shadow support phase exit criteria as mutually Proofing agreed during planning phase • Creation and LS&Co. signoff of draft procedures manual • Completion and LS&Co. signoff of site readiness [****]* 3. 100% Go-Live assessment • Completion and LS&Co. signoff of IT readiness assessment • 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 1 2 Countries All [****]* ([****]*) Functions • Retail • Global Supply Chain Milestone Acceptance Criteria Completion Date LS&Co. – Exhibit 8 – Transition Framework Page 49 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 • Sign-off of shadow support phase exit criteria as mutually Proofing agreed during planning phase • Creation and LS&Co. signoff of draft procedures manual • Completion and LS&Co. signoff of site readiness [****]* 3. 100% Go-Live assessment • Completion and LS&Co. signoff of IT readiness assessment • 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 3 ([****]* - IT Infrastructure) Bundle Wave 1 1 Countries All [****]* Functions • 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 • Sign-off of shadow support phase exit criteria as mutually Proofing agreed during planning phase • Creation and LS&Co. signoff of draft [****]* [****]* LS&Co. – Exhibit 8 – Transition Framework Page 50 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date 3. 100% Go-Live procedures manual • Completion and LS&Co. signoff of site readiness assessment • Completion and LS&Co. signoff of IT readiness assessment • 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 1 2 Countries All [****]* Functions • System Operation 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 • Sign-off of shadow support phase exit criteria as mutually Proofing agreed during planning phase • Creation and LS&Co. signoff of draft procedures manual • Completion and LS&Co. signoff of site readiness [****]* 3. 100% Go-Live assessment • Completion and LS&Co. signoff of IT readiness assessment • 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 [****]* LS&Co. – Exhibit 8 – Transition Framework Page 51 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date support for stabilization Bundle Wave Countries Functions 1 3 [****]* • 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 • Sign-off of shadow support phase exit criteria as mutually Proofing agreed during planning phase • Creation and LS&Co. signoff of draft procedures manual • Completion and LS&Co. signoff of site readiness [****]* 3. 100% Go-Live assessment • Completion and LS&Co. signoff of IT readiness assessment • 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 1 4 Countries [****]*and [****]* Functions • Corporate Offices • Retail Stores Milestone Acceptance Criteria Completion Date 4. On-Shore Knowledge • Sign-off of Knowledge Acquisition Phase (KAP) exit criteria as mutually [****]* LS&Co. – Exhibit 8 – Transition Framework Page 52 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date Capture agreed during planning phase • Completion of the draft system and maintenance technical Document (SMTD) 5. Approval for Service • Sign-off of shadow support phase exit criteria as mutually Proofing agreed during planning phase • Creation and LS&Co. signoff of draft procedures manual • Completion and LS&Co. signoff of site readiness [****]* 6. 100% Go-Live assessment • Completion and LS&Co. signoff of IT readiness assessment • 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 1 5 Countries Rest of [****]* Functions • 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 • Sign-off of shadow support phase exit criteria as mutually Proofing 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 LS&Co. – Exhibit 8 – Transition Framework Page 53 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date 9. 100% Go-Live readiness assessment • 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 3 ([****]* - Customer Service) Bundle Wave 1 1 Countries [****]* Functions • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 54 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Bundle Wave Countries Functions 1 2 [****]* • 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 • Completion and LS&Co. signoff of site readiness Proofing 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 ([****]* - Consumer Relations) Bundle Wave 1 1 Countries All [****]* Functions • Contact Handling and Resolution Milestone Acceptance Criteria Completion Date 1. On-Shore Knowledge • Creation and LS&Co. signoff of draft procedures manual [****]* LS&Co. – Exhibit 8 – Transition Framework Page 55 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Milestone Acceptance Criteria Completion Date Capture • Creation and LS&Co. signoff of process maps 2. Approval for Service • Completion and LS&Co. signoff of site readiness Proofing 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 TRANSITION GOVERNANCE. [****]* [****]* 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: 5. 5.1 Role Transition Director Responsibilities 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 LS&Co. – Exhibit 8 – Transition Framework Page 56 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Role Responsibilities • 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 Responsible for the infrastructure/technology components • Report to the Supplier Transition Director • Provide status/breakdown of daily progress • 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 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 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 Transition Lead (E.g. NOC, SOC, ESS, Service Desk, Deskside Support, Corp&BI, Global Supply Chain, Wholesale, Retail, eCommerce) System Access, Test and Implementation Lead Performance Testing Lead LS&Co. – Exhibit 8 – Transition Framework Page 57 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Role Responsibilities • Responsible for escalations to the Supplier Transition Director • Other duties as assigned Production Readiness Lead Reporting Lead (per Region) Production Support Lead Process Lead Training 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 • 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 • 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 • 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 • 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 • 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 LS&Co. – Exhibit 8 – Transition Framework Page 58 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Role Responsibilities • 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) (b) (c) (d) (e) (f) (g) (h) organizational readiness assessment; development of communication strategy; development of communications plan; formulation of change champion network; change impact capture and analysis; partnership-building events; organizational cultural alignment; and 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 period; and (iii) in progress concerns/issues and recommendations for resolution. In addition, Supplier shall prepare LS&Co. – Exhibit 8 – Transition Framework Page 59 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY the following reports and deliver those reports in accordance with the frequency set forth below: Report Transition Report Description A written summary report on a weekly basis sufficient to enable LS&Co. the Transition Services and achievement of the Transition Milestones. the progress of to assess CONFIDENTIAL EXECUTION VERSION Frequency Weekly Risk Report A detailed report setting out the identified risks and the risk mitigation strategies. Weekly 5.4 5.5 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. 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 - [****]*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 LS&Co. – Exhibit 8 – Transition Framework Page 60 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Role Responsibilities • 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 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 6. 6.1 TRANSITION MEETINGS. 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. LS&Co. – Exhibit 8 – Transition Framework Page 61 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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: Frequency Monthly Executive Review Session Purpose Attendees Agenda Supporting Activities Facilitation • Review transition status and major transition issues • Manage alignment between transition and integration • Supplier Governance Executive and Supplier Transition Director • LS&Co. Governance Executive and applicable executives of LS&Co. (e.g., CFO, CIO, etc.) • High level status and performance updates • High level discussion of risks and mitigations Executive review report (summarized view of overall transition status meetings). 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: Frequency Weekly, or such other time period agreed to by the Parties. Overall Transition Status Meetings 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 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 LS&Co. – Exhibit 8 – Transition Framework Page 62 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION Overall Transition Status Meetings • High-level performance issues • Escalated issues • Review program status Weekly status report to be prepared by Supplier. Supplier Supporting Activities Facilitation 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: Frequency Daily, or such other time period agreed to by the Parties. Service Category Status Meetings 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 Facilitation Daily status and action items report to be prepared by Supplier. Supplier LS&Co. – Exhibit 8 – Transition Framework Page 63 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Nov'14 Dec'14 Jan'15 Feb'15 Mar'15 Apr'15 May'15 June'15 Jul'15 Aug'15 Sept'15 Oct'15 Nov'15 3 10 17 24 1 8 15 22 29 5 12 19 26 2 9 16 23 2 9 16 23 30 6 13 20 27 4 11 18 25 1 8 15 22 29 6 13 20 27 3 10 17 24 31 7 14 21 28 5 12 19 26 2 Contract Sign-off [****]* [****]* CONFIDENTIAL EXECUTION VERSION LWIs from Accenture [****]* Technology [****]* Ask HR Portal [****]* [****]* Base))) Workday End user training [****]* Service Desk [****]* Support Process Set- up [****]* [****]* Process Blueprinting / TA Global ([****]* as Base) [****]* [****]* HR - Bundle 1 Phase 1 : [****]* Technology Setup (India) Hiring Wave 1 - [****]* Wave 1 - [****]* Wave 2 - [****]* Phase 2: [****]* Technology Set-up Hiring Wave 1 - [****]* Wave 2 - [****]* Wave 3 - [****]* Phase 3: [****]* Technology Set-up Hiring Wave 1 - [****]* Wave 2 - [****]* Wave 3 - [****]* Wave 4 - [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Nov'14 Dec'14 Jan'15 Feb'15 Mar'15 Apr'15 May'15 June'15 Jul'15 Aug'15 Sept'15 Oct'15 Nov'15 3 10 17 24 1 8 15 22 29 5 12 19 26 2 9 16 23 2 9 16 23 30 6 13 20 27 4 11 18 25 1 8 15 22 29 6 13 20 27 3 10 17 24 31 7 14 21 28 5 12 19 26 2 Contract Sign-off [****]* [****]* CONFIDENTIAL EXECUTION VERSION LWIs from Accenture [****]* Technology [****]* Ask HR Portal [****]* [****]* [****]* [****]* Base))) Workday End user training Service Desk [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Support Process Set- up Process Blueprinting / TA Global ([****]* as Base) [****]* [****]* Phase 1 : [****]* Technology Setup [****]* Hiring Wave 1 Payroll - [****]* Wave 2 Payroll - [****]* Phase 2: [****]* Technology Set-up Hiring Wave 1 Payroll - [****]* Wave 2 Payroll - [****] Wave 3 Payroll - [****]* Phase 3: [****]* Technology Set-up Hiring Wave 1 Payroll - [****]* Wave 2 Payroll - [****]* Wave 3 Payroll - [****]* Wave 4 Payroll - [****]* Finance Payroll Wave 1 - [****]* - Payroll ]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CS CR Transition Plan > > Pre-Plan October November D ecember January February M arch April M ay June July Augus t September October September D ecember Trans ition Execution W- 1 W1 W2 W3 W4 W5 W6 W7 W8 W9 W10 W11 W12 W13 W14 W15 W16 W17 W18 W19 W20 W21 W22 W23 W24 W25 W26 W27 W28 W29 W30 W31 W32 W33 W34 W35 W36 W37 W38 W39 W40 W41 W42 W43 W44 W45 W46 W47 W48 W49 W50 W51 W52 W53 W54 W55 W56 W57 W58 W59 W60 W-2 20 27 3 10 17 24 1 8 15 22 29 5 12 19 26 2 9 16 23 2 9 16 23 30 6 13 20 27 4 11 18 25 1 8 15 22 29 6 13 20 27 3 10 17 24 31 7 14 21 28 5 12 19 26 2 9 16 23 30 7 14 21 CONFIDENTIAL EXECUTION VERSION [****]* [****]* [****]* [****]* [****]* [****]* Contracting & SOW Governance, Risk Management, Reporting Data & Voice Connectivity Transition Enablement Delivery Center Readiness Bundle 1: CS + CR Remote Access Connectivity Resource Ramp-up Phase 1 - [****]* Wave 1 - [****]* Wave 2 - [****]* Phase 2 - [****]* Wave 1 - [****]* Wave 1 - [****]* Wave 2 - [****]* Wave 3 - [****]* Wave 2 - Consumer Relations [****]* Phase 3 - [****]* Wave 1 - [****]* Wave 1 - [****]* Consumer Relations Wave 2- [****]* Base))) Deployment Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Customer Service / Consumer Relations CONFIDENTIAL EXECUTION VERSION Countries Brand Channel [****]* [****]* Levis, Dockers Levis only [****]* distributors [****]* key account and [****]* independent account Servicing Location Countries Covered Language [****]* Area [****]* [****]* [****]* Cluster [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* English (CR included) [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* TBC TBC TBC TBC TBC Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Pre-Plan Transition Execution CONFIDENTIAL EXECUTION VERSION October > April W-2 W-1 W1 W2 W3 W4 W5 W6 W7 W8 W9 W10 W11 W12 W13 W14 W15 W16 W17 W18 W19 W20 W21 W22 W23 W24 W25 W26 W27 W28 W29 W30 W31 W32 W33 W34 W35 W36 W37 W38 W39 W40 W41 W42 W43 W44 W45 W46 W47 W48 September November December February January August March June May July > 20 27 3 10 17 24 1 8 15 22 29 5 12 19 26 2 9 16 23 2 9 16 23 30 6 13 20 27 4 11 18 25 1 8 15 22 29 6 13 20 27 3 10 17 24 31 7 14 21 28 Integrated BPO Transition Plan Contracting & SOW Governance, Risk Management, Reporting Data & Voice Connectivity Transition Enablement Delivery Center Readiness Remote Access Connectivity Resource Ramp-up Transition Analysis Transition Analysis [****]* [****]* Transition Analysis [****]* [****]* Transition Analysis [****]* [****]* Transition Analysis [****]* Affiliates [****]* Transition Analysis ([****]* Affiliate) [****]* Phase 1, Wave 1 - [****]* [****]* Phase 2, Wave 1 - [****]* [****]* Phase 2, Wave 2 - [****]* [****]* Finance & Accounting Bundle 1: Process Transition Phase 1, Wave 2 - [****]* [****]* Phase 2, Wave 3 - [****]* [****]* Phase 2, Wave 4 - [****]* Affiliates [****]* Phase 3, Wave 1 - [****]* Affiliates [****]* Phase 1, Wave 1 - [****]* Licensing [****]* Phase 2, Wave 1 - [****]* [****]* Phase 3, Wave 1 - [****]* [****]* Bundle 2: Phase 3, Wave 2 - [****]* [****]* Phase 1, Wave 2 - [****]* [****]* Phase 2, Wave 2 - [****]* [****]* Phase 1, Wave 3 - [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Phase WAVE LOCATION – TA LOCATION – KA CONFIDENTIAL EXECUTION VERSION Phase 1 Phase 2 Phase 2 Phase 1 Phase 2 Phase 3 Phase 3 Phase 3 Phase 2 Phase 2 Wave 1 – [****]* Wave 1 – [****]* Wave 1 - [****]* Wave 2 – [****]* Wave 2 – [****]* Wave 1 – [****]* Wave 1 – [****]* Wave 1 – [****]* Wave 3 – [****]* Wave 3 – [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ LS & Co. Infrastructure Transition Plan November December January February March April May W-2 W- 1 W1 W2 W3 W4 W5 W6 W7 W8 W9 W10 W11 W12 W13 W14 W15 W16 W17 W18 W19 W20 W21 W22 W23 W24 W25 W26 W27 W28 20 27 3 10 17 24 1 8 15 22 29 5 12 19 26 2 9 16 23 2 9 16 23 30 6 13 20 27 4 11 18 Transition Execution CONFIDENTIAL EXECUTION VERSION Contracting and SOW Governance, Risk Management, Reporting Data & Voice Connectivity Delivery Center Readiness Remote Access Connectivity Process Transition (ITIL Processes) Resource Ramp-up (Onsite & Offshore) Organization Change Management Employee Re-badge / Re-hire Transition Enablement Tools Set- up ITSM Tool Integration (e-bonding) ServiceNXT Analytics Integration Common Services Transition - Phase 1,2 and 3 [****]* Phase 1, Wave 1 - Desktop Engineering - Imaging , Patching , Software Distribution Phase 1, Wave 1 - Collaboration ( Lync ) Phase 1, Wave 1 - Active Directory Management [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Service Desk - Corporate and Retail Phase 1 [****]* Wave 1 - Corporate and Retail Service Desk [****]* Phase 1 [****]* Phase 3 [****]* Phase 3 [****]* Phase 2 [****]* Wave 1 - Corporate and Retail Service Desk [****]* Wave 1 - Corporate Service Desk [****]* Wave 1 - Retail Service Desk [****]* Wave 1 - Corporate and Retail Service Desk [****]* Corporate and Retail Desk side, Retail Network Support Wave 2 - Corporate Offices Wave 2 - Retail Stores (Owned and Operated , Franchisee Stores) Wave 3 - Corporate Offices Wave 3 - Retail Stores (Owned and Operated , Franchisee Stores) Wave 4 - Corporate Offices Wave 4 - Retail Stores (Owned and Operated , Franchisee Stores) Wave 5 - Corporate Offices Wave 5 - Retail Stores (Owned and Operated , Franchisee Stores) [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Coporate Phase 1 - [****]* Retail Country Cluster 1 - [****]* Country Cluster 2 - [****]* Phase 3 - [****]* Country Cluster 3 - [****]* Bundle 1 Service Transition Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Wave 2 - Corporate Offices Wave 2 - Retail Stores (Owned and Operated , Franchisee Stores) Wave 3 - Corporate Offices Wave 3 - Retail Stores (Owned and Operated , Franchisee Stores) Wave 4 - Corporate Offices Wave 4 - Retail Stores (Owned and Operated , Franchisee Stores) Wave 5 - Corporate Offices Wave 5 - Retail Stores (Owned and Operated , Franchisee Stores) [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Country Cluster 1 - [****]* Country Cluster 2 - [****]* Country Cluster 3 - [****]* Phase 2 - [****]* Country Cluster 4 - [****]* Network Operations Center - Phase 1,2 and 3 [****]* Phase 1, Wave 4 - Data Services Phase 1, Wave 4 - Voice Services Phase 1, Wave 4 - WAN Operations [****]* [****]* [****]* Phase 1, Wave 4 - Network Security [****]* Enterprise Security Services - Phase 1,2 and 3 [****]* Phase 1, Wave 5 - SAP & GRC Phase 1, Wave 5 - Application Security (IBM-IAM, Software Assurance/App Scan) Phase 1, Wave 5 - Data Security (2- Factor Authentication and Certificate Management) Phase 1, Wave 5 - Infrastructure Security(Checkpoint FW,IPS, Proxy,VPN, LB, SIEM, Anti-Virus) System Operations Center (Server , Storage , Backup , Database , DC Security) Phase 1 [****]* - Wave 3 Phase 3 [****]* - Wave 2 Phase 2 [****]* - Wave 6 [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Pre-Plan Transition Execution October November December January February March April May W- 1 W1 W2 W3 W4 W5 W6 W7 W8 W9 W10 W11 W12 W13 W14 W15 W16 W17 W18 W19 W20 W21 W22 W23 W24 W25 W26 W27 W28 W29 W30 W-2 LS & Co. Application Transition Plan 20 27 3 10 17 24 1 8 15 22 29 5 12 19 26 2 9 16 23 2 9 16 23 30 6 13 20 27 4 11 18 25 CONFIDENTIAL EXECUTION VERSION Contracting and SOW Governance, Risk Management, Reporting Data & Voice Connectivity Delivery Center Readiness Remote Access Connectivity Resource Ramp-up (Onsite & Offshore) AS-IS Process Transition (Incident, Change, Problem, SR etc) Organization Change Management Employee Re-badge / Re-hire Transition Enablement Tools Set-up ITSM Tool Integration (e-bonding) ServiceNXT Analytics Integration [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Pre-Holiday Season Applications Transition Phase 1, Wave 1 Phase 3, Wave 1 [****]* [****]* Corp & BI Hyperion Suite - DRM, FDM, HFM, HTP, HFR, Essbase [****]* eCommerce Hybris [****]* Global & [****]* Applications Transition Phase 1, Wave 2 Phase 1, Wave 2 Phase 1, Wave 2 Phase 1, Wave 2 Phase 1, Wave 2 Phase 1, Wave 2 Phase 1, Wave 2 Phase 1 Wave 2 Phase 1 Wave 2 Phase 1 Wave 2 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Applications Service Transition Filenet, ASG Mobius, Winshuttle, Pelican Profiles (Counter Point), AR Portal [****]* Corp & BI Corp & BI 31XWorkday interfaces [****]* Global Supply Chain Global Supply Chain Global Supply Chain Global Supply Chain FlexPLM, Da Vinci, WebPDM [****]* Andromeda, CARTS, CARTSWeb, Global Lab Test, PIWeb, SAR, VCOM, WebMU, GEMS, GSA (Interface) [****]* Manugistics, MAINT, Excel based upload tools [****]* WMS - Mandate, ORION, Red Prairie, Sage X, Tranman [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Wholesale VMI SAS CAPA (Cost Accounting & Profitability Analysis), Cedar Financials, CORE Data Warehouse, ADP (Interface) AS400 - WMS, Forecast X / Collaborator, LDS, Order issuance System, Styleman, Vendor Marking Corp & BI Global Supply Chain Wholesale EDI Interfaces [****]* ApplicationsTransition Phase 3, Wave 2 Phase 3, Wave 2 Phase 3, Wave 2 Retail 1 C RSDB - Retail Store Database, SMS, ETL Integration layer [****]* [****]* Retail Global Supply Chain [****]* Applications Transition Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ Phase 2, Wave 1 Phase 2, Wave 1 Phase 2, Wave 1 Phase 2, Wave 1 Phase 2, Wave 1 Phase 2, Wave 1 [****]* [****]* [****]* [****]* [****]* [****]* DWH [****]*, NXPDC, BPI (Interface), Cybergrants (Interface) Corp & BI eCommerce Interfaces Just Enough Demand Planning (APD), Tekconsole, USAC, VCOM, WICS (Warehouse Inventory Control System), [****]* StarTrack CRM Campaign Module, CRM Loop Websites, CRM Reports, Division Booking System,Retail Bulletin Board [****]* Global Supply Chain Retail Retail WebPOS, CRM [****]* [****]* [****]* [****]* [****]* Retail Competitive Connect Systems [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 2014 IT Active Projects - Carry-over into 2015 Clarity Project ID Project Name Project Description Go-Live Date PRJ00000954 PRJ00000887 PRJ00000932 PRJ00000960 PRJ00000673 PRJ00000768 PRJ00000868 PRJ00000880 PRJ00000933 PRJ00000786 PRJ00000746 PRJ00000803 PRJ00000864 PRJ00000805 PRJ00000797 PRJ00000976 [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. Introduction 1.1 Purpose 1.2 References 1.3 Definitions 2. Employee Transfers Provisions 2.1 No Transfers of Employment 2.2 Transfer of Undertakings Directive 3. Charges in case of Transfer of Employment 3.1 Transfer to Supplier 3.2 Transfer to LS&Co. or New Supplier 1 1 1 1 1 1 1 2 2 2 LS&Co. – Exhibit 8 – Attachment 8.3 – Employee Transfer Provisions Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 2. 2.1 2.2 INTRODUCTION. Purpose. The provisions applicable to the employment of Affected Employees and Affected Contractors by Supplier are set forth in this Exhibit. 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 terms set forth below have the meanings set forth below: (a) (b) (c) (d) “LS&Co. Entity” means LS&Co., its Affiliates and any Previous Supplier. “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. “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. “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. EMPLOYEE TRANSFER PROVISIONS. 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. 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. LS&Co. – Exhibit 8 – Attachment 8.3 – Employee Transfer Provisions Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 3. 3.1 CHARGES IN CASE OF TRANSFER OF EMPLOYMENT 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: (e) (f) (g) 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. 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 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.. 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 LS&Co. – Exhibit 8 – Attachment 8.3 – Employee Transfer Provisions Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 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 Transfer Provisions Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION MASTER SERVICES AGREEMENT BY AND BETWEEN LEVI STRAUSS & CO. AND WIPRO LIMITED NOVEMBER 7, 2014 EXHIBIT 9 LS&CO. POLICIES Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ TABLE OF CONTENTS 1. 2. Introduction 1.1 1.2 1.3 LS&Co. Policies Purpose References Definitions CONFIDENTIAL EXECUTION VERSION 1 1 1 1 1 LS&Co. – Exhibit 9 – LS&Co. Policies Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. General. This Exhibit lists certain of the LS&Co. Policies that are applicable to Supplier in the performance of the Services. 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. 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 Oracle Security Policy SQL Security Policy UNIX Security Policy Windows Security Policy Change Management Policy_POL_0.1-2.doc LS&Co. – Exhibit 9 – LS&Co. Policies Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION List of Policy Documents 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION MASTER SERVICES AGREEMENT BY AND BETWEEN LEVI STRAUSS & CO. AND WIPRO LIMITED NOVEMBER 7, 2014 EXHIBIT 10 LS&CO. AGENT NDA Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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. LS&Co. – Exhibit10 – LS&Co. Agent NDA Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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. 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. – Exhibit10 – LS&Co. Agent NDA Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 CONFIDENTIAL EXECUTION VERSION Signature Name Title Signature Name Title LS&Co. – Exhibit10 – LS&Co. Agent NDA Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. 2. Introduction 1.1 1.2 1.3 List of Approved Benchmarkers Purpose References Definitions 1 1 1 1 1 LS&Co. – Exhibit 11 – Approved Benchmarkers Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. General. This Exhibit sets forth the Benchmarkers approved by the Parties. 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. 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. 2. 3. Introduction 1.1 1.2 1.3 List of Supplier Competitors List of LS&Co. Competitors Purpose References Definitions 1 1 1 1 1 2 LS&Co. – Exhibit 12 – Competitors Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 INTRODUCTION. General. This Exhibit sets forth the Supplier Competitors and LS&Co. Competitors approved by the Parties. 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) [****]* LS&Co. – Exhibit 12 – Competitors Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION (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 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 [****]*. Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION TABLE OF CONTENTS 1. Introduction 1.1 1.2 1.3 Purpose References Definitions 2. List of Key Supplier Personnel LS&Co. – Exhibit 13 – Key Supplier Personnel 1 1 1 1 1 Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. General. This Exhibit sets forth the Key Supplier Personnel approved by the Parties. 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. 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 [****]* TR 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 [****]* Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ LS&Co. – Exhibit 13 – Key Supplier Personnel Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY CONFIDENTIAL EXECUTION VERSION No. Position Name of Initial Person 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 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION MASTER SERVICES AGREEMENT BY AND BETWEEN LEVI STRAUSS & CO. AND WIPRO LIMITED NOVEMBER 7, 2014 EXHIBIT 14 APPROVED SUPPLIER AGENTS Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ TABLE OF CONTENTS 1. Introduction 1.1 1.2 1.3 General References Definitions 2. List of Approved Supplier Agents CONFIDENTIAL EXECUTION VERSION 1 1 1 1 1 LS&Co. – Exhibit 14 – Approved Supplier Agents Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. General. This Exhibit sets forth the Supplier Agents approved by the Parties. 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. 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) (b) (c) Transversal for HR Portal Translation.com Scanning, Mailroom and doc storage – To be decided (d) Workday Contractor – To be Decided (e) (f) CompuCom Systems Inc. Getronics LS&Co. – Exhibit 14 – Approved Supplier Agents Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION MASTER SERVICES AGREEMENT BY AND BETWEEN LEVI STRAUSS & CO. AND WIPRO LIMITED NOVEMBER 7, 2014 EXHIBIT 15 NEW SERVICES PROPOSAL Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ AMENDMENT NO. [●] CONFIDENTIAL EXECUTION VERSION 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. LS&Co. – Exhibit 15 – New Services Proposal Form Page 2 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 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. 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 Name Title Signature Name Title LS&Co. – Exhibit 15 – New Services Proposal Form Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ 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 LS&Co. - Exhibit 2 - Description of Services Page 4 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ FORM OF LOCAL COUNTRY AGREEMENT FOR [JURISDICTION] CONFIDENTIAL EXECUTION VERSION 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. 2. 3. 4. 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 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. 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. 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. LS&Co. – Exhibit 16 – Form of Local Country Agreement Page 1 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 5. 6. 7. 8. 9. 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. 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. 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. Counterparts. This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the Parties hereto. 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of the Effective Date. CONFIDENTIAL EXECUTION VERSION [Customer] Signature Name Title [Supplier] Signature Name Title LS&Co. – Exhibit 16 – Form of Local Country Agreement Page 3 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION MASTER SERVICES AGREEMENT BY AND BETWEEN LEVI STRAUSS & CO. AND WIPRO LIMITED NOVEMBER 7, 2014 EXHIBIT 17 DISASTER RECOVERY PLAN REQUIREMENTS Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ TABLE OF CONTENTS 1. 2. Introduction 1.1 1.2 1.3 Disaster Recovery Plan Requirements Purpose References Definitions LS&Co. – Exhibit 17 – Disaster Recovery Plan Requirements CONFIDENTIAL EXECUTION VERSION 1 1 1 1 1 Page i Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CONFIDENTIAL EXECUTION VERSION 1. 1.1 1.2 1.3 INTRODUCTION. 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. 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. 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 Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT Exhibit 31.1 I, Charles V. Bergh, certify that: 1. I have reviewed this annual report on Form 10-K/A of Levi Strauss & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. Date: February 12, 2015 /S/ CHARLES V. BERGH Charles V. Bergh President and Chief Executive Officer Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT Exhibit 31.2 I, Harmit Singh, certify that: 1. I have reviewed this annual report on Form 10-K/A of Levi Strauss & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. Date: February 12, 2015 /S/ HARMIT SINGH Harmit Singh Executive Vice President and Chief Financial Officer Source: LEVI STRAUSS & CO, 10-K/A, February 13, 2015 The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Powered by Morningstar® Document Research℠ ABOUT THIS REPORT As part of our commitment to embed sustainability throughout our business practices, the Levi Strauss & Co. Annual Report was produced exclusively in digital format. We encourage people to view the report online. If you must print a copy, please print double-sided to save paper.

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