Employment Agreement, BTWN Levi Strauss And John Goodman

Exhibit 10.1


May 13, 2005

John Goodman

18 Camino Sobrante Orinda, CA 94563


Dear John:


I am delighted to confirm our offer of employment to you as President and General Manager, Dockersae Commercial Business Unit. Your start date will be finalized soon. The details of our offer are as follows:


Work Location

ullet Your work location will be in San Francisco, California.

Salary

ullet Your starting salary will be $10,576 per week (approximately $550,000 per year).


Annual Incentive Plan

ullet Your participation rate in the Annual Incentive Plan (AIP) is 65% of your base salary. For 2005, you will participate on a full-year basis with a minimum guaranteed payment of $357,500 (gross, equal to 65% of your base salary) which will be paid during the first quarter of 2006.

Long-Term Incentive

ullet You will also participate in the Company' s Senior Executive Long-Term Incentive Plan (SELTIP), a Stock Appreciation Right' s program with a 3-year performance cycle. Your SELTIP grant for 2005 will be 23,334 shares with a target award value of $1,400,000 (gross) tied to LS&Co.' s achievement of its performance goal at the end of 2007. This grant will be valued and paid after the close of our 2007 fiscal year (during the first quarter of 2008) based on actual performance.

ullet For 2006, your SELTIP grant will have a target value of $700,000 (gross). The numbers of shares and performance goal will be established by LS&Co.' s Board of Directors in early 2006. This grant will be ...