EXHIBIT 10.27
COLLECTIVE BARGAINING
AGREEMENT
Between
REPUBLIC ENGINEERED PRODUCTS, INC.
And
UNITED STEELWORKERS OF AMERICA,
AFL-CIO, CLC
Effective August 16, 2002
(R)
COLLECTIVE BARGAINING
AGREEMENT
TABLE OF CONTENTS
ARTICLE PAGE NO
1 Purpose, Scope and Recognition.................................................................. 1
2 Union Security and Check Off.................................................................... 2
3 Management Rights............................................................................... 3
4 Responsibilities of the Parties................................................................. 6
5 Successorship and Right to Bid.................................................................. 7
6 Contracting Out................................................................................. 10
7 New Employee Orientation........................................................................ 10
8 Neutrality...................................................................................... 11
9 Union Role in Negotiation of Benefits........................................................... 20
10 Printing of Agreement........................................................................... 22
11 Leave of Absence Policy for Union Employees.................................................... 22
12 Grievance and Arbitration Procedure............................................................. 24
13 Suspension and Discharge........................................................................ 29
14 Safety and Health............................................................................... 29
15 Substance Abuse................................................................................. 31
16 Allowance for Funeral Leave..................................................................... 33
17 Hours of Work................................................................................... 33
18 Overtime and Premium Pay........................................................................ 34
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19 Holidays........................................................................................ 35
20 Vacation........................................................................................ 36
21 Jury Duty....................................................................................... 38
22 Employees in Military Service................................................................... 38
23 Savings Clause.................................................................................. 40
24 Seniority....................................................................................... 41
25 Severance Allowance............................................................................. 45
26 Wages........................................................................................... 48
27 Incentive Plan.................................................................................. 50
28 Profit Sharing.................................................................................. 50
29 Institute for Career Development................................................................ 54
30 Stand Up For Steel.............................................................................. 58
31 Board of Directors.............................................................................. 59
32 Coordinators.................................................................................... 60
33 Benefits........................................................................................ 61
* Health Care................................................................................... 65
* Pension and Retiree Healthcare................................................................ 70
* Benefit Trust................................................................................. 70
* Life Insurance................................................................................ 73
* Sickness & Accident Benefits.................................................................. 73
34 Miscellaneous Matters........................................................................... 75
35 Termination Date................................................................................ 81
Appendix A - Wage Rates......................................................................... 83
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AGREEMENT
THIS AGREEMENT is made and entered into by and between Republic Engineered
Products, Inc. (hereinafter referred to as the "Company"), and the United
Steelworkers of America, AFL-CIO, CLC (hereinafter referred to as the "Union").
ARTICLE 1
PURPOSE, SCOPE AND RECOGNITION
SECTION 1 - PURPOSE
It is the intent and purpose of the parties hereto to set forth herein the
agreement covering rates of pay, hours of work, and conditions of employment to
be observed between the parties hereto for the Employees of the Company in the
bargaining units of the Company set forth in this Article.
SECTION 2 - RECOGNITION
The Union having been designated the exclusive collective bargaining
representative of the Employees of the Company as defined in this Article, the
Company recognizes the Union as such exclusive representative. Accordingly, the
Union makes this Agreement in its capacity as the exclusive collective
bargaining representatives of such Employees. The provisions of this Agreement
constitute the sole procedure for the processing and settlement of any claim by
an Employee or the Union of a violation by the Company of this Agreement. As the
representative of the Employees, the Union may process complaints, and
grievances through the complaint and grievance procedure, including arbitration,
in accordance with this Agreement or adjust or settle the same.
SECTION 3 - COVERAGE
In accordance with and subject to the provisions of the Labor Management
Relations ▇▇▇ ▇▇▇▇, as amended, the Company recognizes the Union as the
exclusive bargaining agency of the
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production and maintenance Employees (including all employees performing office,
clerical and technical work that are included in existing RTI/USWA bargaining
units) of the Company's steel manufacturing and finishing facilities for which
units the Union is certified by the National Labor Relations Board or may be,
during the life of this Agreement, recognized by the Company as the exclusive
collective bargaining representative of the Company for the purpose of
collective bargaining in respect to rates of pay, hours of work, and conditions
of employment.
SECTION 4 - EMPLOYEE DEFINED
The term "Employee," as used in this Agreement, shall mean the production,
maintenance, and office and clerical Employees, but shall not include
executives, foremen, assistant foremen, supervisors who do not work with tools,
draftsmen, timekeepers, first-aid men and nurses and plant protection. In the
plants in ▇▇▇▇▇ County, Ohio, bricklayers are similarly not included.
ARTICLE 2
UNION SECURITY AND CHECK OFF
Each employee, who fails voluntarily to acquire or maintain membership in
the Union, shall be required as a condition of employment, on and after the
thirtieth (30th) day following the beginning of employment or the effective date
of this provision, whichever is later, to pay to the Union each month an agency
fee as a contribution towards the Union's expenses as a collective bargaining
representative. The agency fee for the first month shall be in an amount equal
to the Union's regular and usual monthly dues, including an initiation fee if
applicable, and for each month thereafter in an amount equal to the regular and
usual monthly dues.
During the life of this contract, the Company agrees to deduct from an
employee's pay monthly dues, assessments, and initiation fees as designated by
the International Secretary/Treasurer of the Union and as authorized by a signed
voluntary check-off request.
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Such proceeds will be mailed to the International Secretary/Treasurer of the
Union Steelworkers of America, or its successor, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇.
The Union agrees to save the Company harmless from any action growing out
of these deductions commenced by or on behalf of any employee or by any agency
of the Federal or State or Local government against the Company, the Union
assumes full responsibility for the disposition of the funds so deducted once
they have been turned over to the International Secretary/ Treasurer of the
Union.
ARTICLE 3
MANAGEMENT RIGHTS
SECTION 1
All of the rights, functions and prerogatives of management except as
modified by the provisions of this Agreement and applicable law are reserved and
retained exclusively to the Company. Specifically, this Agreement does not
impair or limit the Company's right (other than those rights management has
relinquished in this Agreement) to:
a. Determine either the products to be processed, manufactured, and
marketed, or the means and methods by which such products will be
processed, manufactured, and marketed;
b. Determine what work required in its business shall be performed at
any plant covered by this Agreement and by employees covered by this
Agreement;
c. Transfer, either temporarily or permanently, manufacturing,
processing and production work from one plant to any other plant or
location;
d. Determine the size and composition of the work force covered by this
Agreement;
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e. Establish and enforce production, quality, service and safety
standards;
f. Improve, change, or introduce new manufacturing, processing,
production, maintenance, warehousing, marketing and service methods,
equipment, machinery and facilities;
g. Establish and change departmental production and work standards;
h. Determine when and if vacancies in the working force shall be
filled;
i. Discontinue temporarily or permanently, in whole or in part, the
operations of any plant and business covered or affected by this
Agreement;
j. Establish and enforce reasonable rules applicable to employees
covered by this Agreement;
k. Determine the hours of work, work schedules, the starting and
quitting times, when overtime shall be worked and to require
overtime;
l. Direct and instruct employees;
m. Determine the assignment of work or overtime;
n. Select, hire, layoff, upgrade, downgrade, promote, transfer,
discipline, suspend, and separate employees for cause;
o. Determine job content and right to subcontract bargaining unit work,
except as provided in Article 6 Contracting Out.
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SECTION 2
The above rights of the Company are not all-inclusive but indicate the
type of matters or rights, which belong to and are inherent to the management.
Any of the rights, power and authority the Company had prior to entering into
collective bargaining resulting in this Agreement are retained by the Company
except as expressly and specifically abridged, delegated, granted or modified by
the specific terms of the Agreement.
Nothing in this Agreement will be considered as limiting the Company's
ability to change job duties or assign employees to duties. The Company may
assign employees to any duty for which they are qualified and for any length of
time consistent with the other terms and conditions of the Agreement. The
ability of the Company to maintain a stable work force and an efficient and
profitable operation is dependent upon workforce flexibility. An employee may
not refuse to perform work or to take an assignment (consistent with the safety
relief provisions) that the employee is qualified to perform. The Company will
not assign an employee in violation of this Agreement or in a discriminatory or
arbitrary manner.
SECTION 3
Insofar as a grievance relates solely to the exercise by the Company of
one of the exclusive rights of management recognized in this Article, a
grievance shall not be arbitrated or otherwise litigated, except insofar as such
grievance alleges a direct violation of the express provisions of this
Agreement.
SECTION 4
Supervisors and other non-bargaining unit personnel may not perform duties
normally performed by bargaining unit employees except in emergency situations.
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ARTICLE 4
RESPONSIBILITIES OF THE PARTIES
SECTION 1 - RESPONSIBILITIES AND NONDISCRIMINATION
Each of the parties hereto acknowledged the rights and responsibilities of
the other party and agrees to discharge its responsibilities under this
Agreement.
There shall be no discrimination, restraint or coercion against any
employee because of membership in the Union.
It is the continuing policy of the Company and the Union that the
provisions of this Agreement and the actions of these parties shall be
consistent with all local, state, and federal employment laws. Neither party
shall retaliate against any employee who exercises his rights thereunder. To
that end, when the masculine noun or pronoun is used in this Agreement, it shall
include the feminine, and the singular may include the plural, or vice versa as
the context may require.
SECTION 2 - CIVIL RIGHTS COMMITTEE
A joint Committee on Civil Rights shall be established at each plant. The
Union representation on the committee shall be no more than three (3) members of
the Union, in addition to the Local Union President/Unit Chairperson and
Chairman of the Grievance Committee. The Union shall certify the Union members
to the plant manager and the Company members shall be certified to the Union.
SECTION 3 - NO STRIKE - NO LOCKOUT
During the term of this Agreement, the Union, its agents, members,
representatives and employees of the Company shall not instigate, promote,
sponsor, encourage, condone or engage in any strike, sympathy strike, picketing,
slowdown, stoppage of work, withholding of services, honoring the picket line of
this or any other Union at the Company's facility, or other interruption
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or interference of any sort with the business of the Company for any reason
under any circumstance. The Company shall have the right to discharge or
otherwise discipline any employee who does engage in any form of the foregoing
described conduct during the term of this Agreement, and any employee so
disciplined will have recourse to the grievance procedure solely to determine
whether such employee engaged in the conduct herein prohibited. The Arbitrator
will have no authority to modify the discipline. The Company shall not lockout
during the term of this Agreement.
ARTICLE 5
SUCCESSORSHIP AND RIGHT TO BID
A. SUCCESSORSHIP
The Company agrees that it will not sell, convey, assign or otherwise
transfer any plant or significant part thereof covered by the then existing
Basic Labor Agreement between the Company and the Union (an "Operation") to any
other party (hereinafter referred to as "Buyer") who intends to continue to
operate the Operation as the Company had, unless the following conditions have
been satisfied prior to the closing date of the sale:
a. the Buyer shall have entered into an agreement with the Union
recognizing it as the bargaining representative for the employees
within the then existing bargaining units,
b. the Buyer shall have either (i) entered into an agreement with the
Union establishing the terms and conditions of employment or (ii)
agreed to assume and be bound by the Collective Bargaining Agreement
as it applies to the Operation, in either case to be effective as of
the closing date, and
c. if requested by the Company, the Union will enter into negotiations
with the Company on the subject of releasing and discharging the
Company from any
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obligations, responsibilities and liabilities to the Union and the
Employees and/or applicable individuals in connection with the sale of the
Operation, except as the parties otherwise mutually agree.
This Article is not intended to apply to (i) any transactions solely
between the Company and any of its subsidiaries or affiliates, or its parent
company including any of its subsidiaries or affiliates; (ii) transactions
involving the sale of stock of the Company or its Parent or a merger of the
Company or its Parent or (iii) a public offering of registered securities.
B. RIGHT TO BID
SECTION 1
Should (a) the Company decide (a "Company Decision") or (b) be presented
with an offer (an "Unsolicited Offer") to sell or otherwise transfer (other than
a sale lease-back transaction conducted purely as a financing transaction and
involving an unrelated third party): (i) a controlling interest in the corporate
entity which owns its assets (a "Controlling Interest"); or (ii) all or a
portion of its facilities ("Facilities"), (either or both, the "Assets") it will
so advise the USWA in writing and grant to the USWA the right to organize a
transaction to purchase the assets (a "Transaction").
SECTION 2
The Company will provide the USWA with any information needed to determine
whether it wishes to pursue a Transaction. All such information shall be subject
to an executed Confidentiality Agreement.
SECTION 3
The Company shall notify the USWA of the schedule and/ or timetable for
consideration by the Company of any possible
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transaction. The Company will provide the USWA with thirty days in which to
organize an alternative transaction and the same information provided to any
other interested party.
SECTION 4
During the period described in Section 3 above, the Company will not enter
into any binding agreement or contract regarding the Assets with another party
(including a letter of intent that commits the Company to a topping or break up
fee) other than procedural agreements such as a confidentiality agreement.
SECTION 5
In the event that the USWA submits an offer within the thirty-day period
described above, the Company shall not be under any obligation to accept such
offer. However, the Company shall be entitled to enter into an agreement with
regard to the Assets with an entity other than the USWA only if, in the
reasonable judgment of its Board of Directors, the non-USWA proposal is more
favorable on balance to the Company and/or its shareholders, taking into
consideration price, certainty of payment (or risk of nonpayment),
contingencies, financial strength of the proposed purchaser, conditions
precedent to closing and other factors affecting the value of the transaction to
the Company and its shareholders.
SECTION 6
This agreement shall not be deemed to cover any public offering of equity
or any transactions solely between the Company and any of its subsidiaries or
affiliates, or its parent company including any of its subsidiaries or
affiliates.
SECTION 7
The rights granted to the USWA herein may be transferred or assigned by
the USWA to a third party (but the transferee may not thereafter transfer such
right to bid).
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ARTICLE 6
CONTRACTING OUT
SECTION 1
The Company recognizes the Union's concern about contracting out work and
with regards thereto the Company, except in emergencies, will not contract out
work that bargaining unit employees normally perform while there are bargaining
unit employees available who are capable to perform the subject work. It is
further agreed that no work will be regularly contracted out which results in
diminishing the size and scope of the bargaining unit (with the exception of
temporary surge work due to major construction or major repairs, or when
specialized skills or trades are not available).
SECTION 2
The Company will provide notice to the Local Union President (Unit
Chairperson) or his/her designee of all such contracting out. The parties will
meet to discuss particular work or general issues at a meeting to be scheduled
for that purpose.
ARTICLE 7
NEW EMPLOYEE ORIENTATION
The United Steelworkers of America and the Company will develop a joint
New Bargaining Unit Employee Orientation Program, which shall entail the
following:
1. An introduction of Plant Management officials, International Union
officials, and Local Union Representatives.
2. Distribution and discussion of the USWA Labor Agreement including
any relevant local agreements, the probationary period, and the
grievance procedure.
3. Discussion of Safety and Health programs and Safe Working
procedures.
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4. Presentation on and discussion of the history and achievements of
the United Steelworkers of America and the Local Union.
5. Presentation on and discussion of the structure of the United
Steelworkers of America and the Local Union, and the services that
are provided by the various offices and committees.
6. Presentation on the history of the Company and plant.
7. Review of the markets in which the Company participates; the
products produced and the customers serviced.
8. Discussion of the structure of the Company, the plant organization,
and the functions and services that are provided by the various
departments.
Each new employee, either individually or as part of a small group shall,
within ten days of their being hired, be given a presentation of the above
Program by Company and Union officials.
At the conclusion of the presentation, Union officials shall be given an
opportunity to meet with the new employee(s) for up to two (2) hours without the
presence of management representatives.
All costs associated with developing this Program, including lost time for
Union officials who participate in its development, and the costs, including
lost time for individuals participating in the presentation, shall be borne by
the Company.
ARTICLE 8
NEUTRALITY
A. INTRODUCTION
The Company and the United Steelworkers of America ("USWA" or "the Union")
have developed a constructive and
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harmonious relationship built on trust, integrity and mutual respect. The
parties place a high value in the continuation and improvement of that
relationship.
B. NEUTRALITY
To underscore the Company's commitment in this matter, it agrees to adopt
a position of neutrality in the event that the Union seeks to represent any
non-represented employees of the Company.
Neutrality means that, except as explicitly provided herein, the Company
will not in any way, directly or indirectly, involve itself in efforts by the
Union to represent the Company's employees, or efforts by its employees to
investigate or pursue unionization.
The Company's commitments to remain neutral as outlined above shall cease
if the Company demonstrates to the Arbitrator under Section G herein that during
the course of an Organizing Campaign (as defined in C below), the Union is
intentionally or repeatedly (after having the matter called to the Union's
attention) materially misrepresenting to the employees the facts surrounding
their employment or is conducting a campaign demeaning the integrity or
character of the Company or its representatives.
C. ORGANIZING PROCEDURES
Prior to the Union distributing authorization cards to non-represented
employees at a Covered Workplace (meaning any workplace which is: (i) controlled
by the Company, as the Company is defined in Section E herein; and (ii) employs
or intends to employ employees who are eligible to be represented by a labor
organization in any unit(s) appropriate for bargaining), the Union shall provide
the Company with written notification (the "Written Notification") that an
organizing campaign (the "Organizing Campaign") will begin. The Written
Notification will include a description of the proposed bargaining unit.
The Organizing Campaign shall begin immediately upon provision of Written
Notification and continue until the earliest
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of: (i) the Union gaining recognition under C-5 and C-6 below;
(ii) written notification by the Union that it wishes to discontinue the
Organizing Campaign; or (iii) 90 days from provision of Written
Notification to the Company.
There shall be no more than one Organizing Campaign in any 12-month
period.
Upon Written Notification the following shall occur:
1. NOTICE POSTING
The Company shall post a notice on all bulletin boards at all Covered
Workplaces where employees eligible to be represented within the proposed
bargaining unit work and where notices are customarily posted. This notice shall
read as follows:
"NOTICE TO EMPLOYEES"
We have been formally advised that the United Steelworkers of America are
conducting an organizing campaign among certain of our employees. This is to
advise you that:
1. The Company does not oppose collective bargaining or the
unionization of our employees.
2. The choice of whether or not to be represented by a union is yours
alone to make.
3. We will not interfere in any way with your exercise of that choice.
4. The Union will conduct its organizing effort over the next 90 days.
5. In their conduct of the organizing effort, the Union and its
representatives are prohibited from misrepresenting the facts
surrounding your employment. Nor may they demean the integrity or
character of the Company or its representatives.
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6. If the Union secures a simple majority of authorization cards,
subject to verification, of the employees in [insert description of
bargaining unit provided by the Union] the Company shall recognize
the Union as the exclusive representative of such employees without
a secret ballot election conducted by the National Labor Relations
Board.
7. The authorization cards must unambiguously state that the signing
employees desire to designate the Union as their exclusive
representative.
8. Employee signatures on the authorization cards will be verified by a
third party neutral chosen by the Company and the Union.
The amended version of this notice as described above will be posted as
soon as the Unit Determination procedure in C-3 below is completed.
In addition, following receipt of Written Notification, the Company may
issue one written communication to its employees concerning the Campaign. Such
communication shall be restricted to the issues covered in the Notice referred
to in C-1 above or raised by other terms of this Neutrality Article.
The communication shall be fair and factual, shall not demean the Union as
an organization nor its representatives as individuals and no reference shall be
made to any occurrence, fact or event relating to the Union or its
representatives that reflects adversely upon the Union, its representatives or
unionization.
The communication shall be provided to the Union at least two business
days prior to its intended distribution. If the Union believes that the
communication violates the strictures of this provision it shall so notify the
Company. Thereupon the parties shall immediately bring the matter to the
Arbitrator who shall issue a bench decision resolving any dispute. In no event
shall the communication be released until after the Union has been given the two
days referred to above to object, and if the Union does object, until after the
Arbitrator has ruled.
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2. EMPLOYEE LISTS
Within five days following Written Notification, the Company shall provide
the Union with a complete list of all of its employees in the proposed
bargaining unit who are eligible for union representation. Such list shall
include each employee's full name, home address, job title and work location.
Upon the completion of the Unit Determination procedure as described in C-3
below, an amended list will be provided if the proposed unit is changed as a
result of such Unit Determination procedure. Thereafter during the Organizing
Campaign, the Company will provide the Union with updated lists monthly.
3. DETERMINATION OF APPROPRIATE UNIT
As soon as practicable following Written Notification, the parties will
meet to attempt to reach an agreement on the unit appropriate for bargaining. In
the event that the parties are unable to agree on an appropriate unit, either
party may refer the matter to the Dispute Resolution Procedure contained in
Section G below. In resolving any dispute over the scope of the unit, the
Arbitrator shall apply the principles used by the NLRB.
4. ACCESS TO COMPANY FACILITIES
During the Organizing Campaign, the Company, upon written request, shall
grant reasonable access to its facilities to the Union for the purpose of
distributing literature and meeting with unrepresented Company employees.
Distribution of Union literature shall not compromise safety or production,
disrupt ingress or egress, or disrupt the normal business of the facility.
Distribution of Union literature inside Company facilities and meetings with
unrepresented Company employees inside Company facilities shall be limited to
non-work areas during non-work time.
5. CARD CHECK
If, at any time during an Organizing Campaign which follows the existence
at a Covered Workplace of a substantial and representative complement of
employees in any unit appropriate
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for collective bargaining, the Union demands recognition, the parties will
request that a mutually acceptable neutral (or the American Arbitration
Association if no agreement on a mutually acceptable neutral can be reached)
conduct a card check within five days of the making of the request. The neutral
shall compare the authorization cards submitted by the Union against original
handwriting examples of the entire bargaining unit furnished by the Company and
shall determine if a simple majority of eligible employees has signed cards. The
Union and the Company shall jointly prepare the list of eligible employees.
6. UNION RECOGNITION
If at any time during an Organizing Campaign, the Union secures a simple
majority of authorization cards of the employees in an appropriate bargaining
unit, the Company shall recognize the Union as the exclusive representative of
such employees without a secret ballot election conducted by the National Labor
Relations Board. The authorization cards must unambiguously state that the
signing employees desire to designate the Union as their exclusive
representative for collective bargaining purposes. Each card must be signed and
dated during the Organizing Campaign.
D. HIRING
1. The Company shall, at any Covered Workplace that it builds or
acquires after the effective date of this Neutrality Article, give
preference in hiring to qualified employees of the Company then
accruing continuous service in bargaining units covered by this
Collective Bargaining Agreement. In choosing between qualified
applicants from such bargaining units, the Company shall apply
standards established in Article 34(A)(1) Preferential Hiring
(specifically the Plant Transfer provisions) of this Collective
Bargaining Agreement.
This Section D-l shall only apply where the employer for the purposes of
collective bargaining is or will be the Company,
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a Parent or an Affiliate (and not a Venture) provided, however, that in a case
where a Venture will likely have an adverse impact on employment opportunities
for then current bargaining unit employees covered by this Collective Bargaining
Agreement, then this Section D-l shall apply to such Venture as well.
2. Before implementing this provision the Company and the Union will
decide how this preference will be applied.
3. In determining whether to hire any applicant at a Covered Workplace
(whether or not such applicant is an employee covered by the
Collective Bargaining Agreement), the Company shall refrain from
using any selection procedure, which, directly or indirectly,
evaluates applicants based on their attitudes or behavior toward
unions or collective bargaining.
E. DEFINITIONS AND SCOPE OF THIS AGREEMENT
1. Rules with Respect to Affiliates, Parents and Ventures
For purposes of this Article only, the Company includes (in addition to
the Company) any entity, which is:
(i) engaged in (a) the mining, refining, production, processing,
transportation, distribution or warehousing of raw materials used in
the making of steel; or (b) the making, finishing, processing,
fabricating, transportation, distribution or warehousing of steel;
and
(ii) a Parent, Affiliate or a Venture of the Company.
For purposes of this Article, a Parent is any entity which directly or
indirectly owns or controls more than 50% of the voting power of the Company; an
Affiliate is any entity in which the Company directly or indirectly: (a) owns
more than 50% of the voting power or (b) has the power based on contracts or
constituent documents to direct the management and policies of the entity; and a
Venture is an entity in which
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the Company owns a material interest; provided that none of Perry Strategic
Capital, their limited partners, their portfolio companies or affiliates outside
the Company's corporate family will deemed to be a Parent, Affiliate or Venture.
2. Rules with Respect to Existing Parents, Affiliates and Ventures
The Company agrees to cause all of its existing Parents, Affiliates and/or
Ventures that are covered by the provisions of Section E-1 above, to become a
party/parties to this appendix and to achieve compliance with its provisions.
3. Rules with Respect to New Parents, Affiliates and Ventures
The Company agrees that it will not consummate a transaction, the result
of which would result in the Company having or creating: (i) a Parent, (ii) an
Affiliate or (iii) a Venture; without ensuring that the New Parent, New
Affiliate and/or New Venture, if covered by the provisions of Section E-1 above,
agrees to and becomes bound by this article.
4. In the event that a Parent, Affiliate or Venture is not itself
engaged in the operations described in Section E (l)(i) above, but
has a Parent, Affiliate or Venture that is engaged in such
operations, then such Parent, Affiliate or Venture shall be covered
by all provisions of this Agreement.
F. BARGAINING IN NEWLY-ORGANIZED UNITS
Where the Union is recognized pursuant to the above procedures, the first
collective bargaining agreement applicable to the new bargaining unit will be
determined as follows:
1. The employer and the Union shall meet within 14 days following
recognition to begin negotiations for a first collective bargaining
agreement covering the new unit bearing in mind the wages, benefits,
and working
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conditions in the most comparable operations of the Company (if any
comparable operations exist), and those of unionized competitors to
the facility in which the newly recognized unit is located.
2. If after 90 days following the commencement of negotiations the
parties are unable to reach agreement for such a collective
bargaining agreement, they shall submit those matters that remain in
dispute to the Chairman of the Union Negotiating Committee and the
Company's Vice President Human Resources who shall use their best
effort to assist the parties in reaching a collective bargaining
agreement.
3. If after 90 days following such submission of outstanding matters,
the parties remain unable to reach a collective bargaining
agreement, the matter may be submitted to final offer interest
arbitration in accordance with procedures to be developed by the
parties.
4. If interest arbitration is invoked, it shall be a final offer
package interest arbitration proceeding. The interest arbitrator
shall have no authority to add to, detract from, or modify the final
offers submitted by the parties, and the arbitrator shall not be
authorized to engage in mediation of the dispute. The arbitrator's
decision shall select one or the other of the final offer packages
submitted by the parties on the unresolved issues presented in
arbitration. The interest arbitrator shall select the final offer
package found to be the more reasonable when considering (a) the
negotiating guideline described in F-1 above, (b) any other matters
agreed to by the parties and therefore not submitted to interest
arbitration, and (c) the fact that the collective bargaining
agreement will be a first contract between the parties. The decision
shall be in writing and shall be rendered within thirty (30) days
after the close of the interest arbitration hearing record.
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5. Throughout the proceedings described above concerning the
negotiation of a first collective bargaining agreement and any
interest arbitration that may be engaged in relative thereto, the
Union agrees that there shall be no strikes, slowdowns, sympathy
strikes, work stoppages or concerted refusals to work in support of
any of its bargaining demands. The Company, for its part, likewise
agrees not to resort to the lockout of employees to support its
bargaining position.
G. DISPUTE RESOLUTION
Any alleged violation or dispute involving the terms of this article may
be brought to a joint committee of one representative of each of the Company and
the Union. If the parties cannot satisfactorily resolve the alleged violation or
dispute, either party may submit such dispute to the Arbitrator. A hearing shall
be held within ten (10) days following such submission and the Arbitrator shall
issue a decision within five (5) days thereafter. Such decision shall be in
writing but need only succinctly explain the basis for the findings. All
decisions by the Arbitrator pursuant to this Article shall be based on the terms
of this Article and the applicable provisions of the law. The Arbitrator's
remedial authority shall include the power to issue an order requiring the
Company to recognize the Union where, in all the circumstances, such an order
would be appropriate.
The Arbitrator's award shall be final and binding on the parties and all
employees covered by this Article. Each party expressly waives the right to seek
judicial review of said award; however, each party retains the right to seek
judicial enforcement of said award.
ARTICLE 9
UNION ROLE IN NEGOTIATION OF BENEFITS
Most wage and benefits programs provided lack any established
administrative practice by which bargaining unit
20
members are informed, at the time of payment, that such benefits were the result
of negotiation between the Company and Union. In recognition of the Union's role
in achieving the goals of the enterprise, the Company agrees to adopt such a
practice in the manner detailed in this Article.
This understanding shall apply to payments of the following: retroactivity
payments made pursuant to wage increases; lump sum payments; severance pay;
Pension Plan payments; Sickness and Accident benefits (in this case, only to the
first check in any stream of payments); and wage increases (provided that, in
the case of wage increases, this understanding shall apply only to the first
payroll period following the effective date of such increase ).
In the administration of the wage and benefit programs identified above,
the Company agrees that it shall give recognition to the role of the Union in
negotiating such items as follows:
The form of such recognition will vary depending on whether the Company
makes a communication of its own with or in conjunction with such benefit
payment:
(i) If the Company does not make its own communication, the Union shall
be given a reasonable opportunity to include its own communication
with the payment being provided by the Company;
(ii) If the Company does make such a communication, then the Union shall
be given a reasonable opportunity to insert, within the first three
paragraphs of such Company communication, a paragraph briefly
reporting the role played by the Union in bargaining such payment or
benefit. If the communication is in other than written form, the
parties shall devise a system consistent with the spirit and intent
of this Article.
In all events, the following legend shall be included on the check stub or
other similar document for all payments or benefits
21
made by the Company to its employees or retirees: "This payment is being made
pursuant to an agreement negotiated on your behalf by your Union - the United
Steelworkers of America, AFL-CIO-CLC." This obligation shall not extend to
payments issued by third party vendors such as Workers' Compensation carriers,
health plan administrators, etc.
ARTICLE 10
PRINTING OF AGREEMENT
Immediately upon ratification of the new Collective Bargaining Agreement,
the parties will create a mutually acceptable new Agreement.
Said Agreement shall, at the expense of the Company, be printed (by a
union printer) in a form (size, paper stock, etc.) and distributed in a manner
designated by the Union and approved by the Company (such approval not to be
unreasonably withheld).
Said distribution of the Collective Bargaining Agreement booklet shall
occur within three (3) months of the closing. The distribution of Benefits
booklets shall occur within six (6) months of the closing.
The Company shall provide the Union with electronic versions of the
Agreement.
ARTICLE 11
LEAVE OF ABSENCE POLICY FOR
UNION EMPLOYEES
SECTION 1 - LOCAL UNION LEAVE
Leaves of absence for the purpose of accepting positions with Local Unions
shall be available to a reasonable number of
22
Employees. Adequate notice of intent to apply for leave shall be afforded local
Plant Management to enable proper provision to be made to fill the job to be
vacated.
Leaves of absence for the purpose of accepting an elective office with the
Local Union shall be for a period not in excess of three (3) years and may be
renewed for further periods of three (3) years each.
SECTION 2 - INTERNATIONAL UNION LEAVE
The parties have reached the following agreement with respect to any
person who leaves their employment with the Company to become an employee or
elected official of the International Union:
(a) First becomes an Officer or Director of the International Union
after July 1, 1998, or
(b) Becomes an employee of the International Union and whose
probationary period expires on or after July 1, 1998; or
(c) Was an Officer or Director or employee of the International Union
prior to August 1, 1996 but was not as of that date accruing service
for Company pension purposes (for time spent as an Officer, Director
or employee of the International Union) pursuant to a valid
agreement providing for such accrual.
An individual described in this Section shall be granted a leave of
absence from the Company concurrent with the period of his permanent employment
with the International Union.
Once an individual described in this Section is made a permanent employee
of the International Union (by completing his probationary period) that person
shall, from that point forward and while he retains his leave of absence status
with the Company, not receive any service credit for Company pension purposes.
23
Such person shall accumulate continuous service for purposes of recall to
employment and for all other purposes under the Labor Agreement, except
pensions, provided that he shall not be entitled to receive any contractual
benefits during the period of his leave of absence or receive retiree health
care benefits from the Company if he is eligible for coverage in the
International Union health care plan for retirees.
ARTICLE 12
GRIEVANCE AND ARBITRATION PROCEDURE
SECTION 1 - DEFINITION AND PROCEDURE
A grievance is a claim by any employee or group of employees, or by the
Union against the Company with respect to the meaning or application of the
terms of this Agreement. Grievances shall be processed in the following manner:
STEP 1
The aggrieved employee and/or the committeeman shall discuss the matter
with his supervisor within fifteen (15) days after the date of the occurrence
giving rise to the grievance or within fifteen (15) days of the date he should
have reasonably known of the incident. Appropriate management people will be
available for the purpose of handling grievances at this Step. Any grievance
settled by the parties at this first Step shall not be a binding precedent on
either party and shall not be admissible as evidence at any arbitration. The
supervisor's oral answer in this Step 1 shall be final unless the grievance is
reduced to writing and presented in the second Step.
STEP 2
If the grievance is not settled in Step 1, it may be reduced to writing on
forms furnished by the Company and submitted to the Operating Unit Manager or
his designee within ten (10) working days of the supervisor's oral response in
Step 1. The
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grievance shall set forth the nature of the dispute, the provision of the
contract violated and relief sought. It shall be signed by the employee and/or
in the case of a grievance brought by the Union, it shall be signed by a member
of the Grievance Committee. A second step meeting shall be held between the
grievant, the grievance committee and an appropriate management representative
within five (5) working days following the day on which the written grievance is
presented to the Operating Unit Manager. Within fifteen (15) working days after
the meeting, the Operating Unit Manager or his designee shall give a written
answer.
STEP 3
The Step 2 answer shall be final unless the grievance is submitted to Step
3 by the Grievance chairman (or his designee) to the Plant General Manager
within five (5) working days after receiving the Operating Unit Manager's Step 2
answer. A meeting will be scheduled between the International Staff
Representative and appropriate management representative at a mutually agreed
time. Within five (5) working days of said meeting, the Company will provide the
International Staff Representative with a written answer, a copy of this answer
will be given to the Grievance Committee Chairman of the Local Union.
STEP 4
The Step 3 answer shall be final unless the International Staff
Representative, within thirty (30) days of the delivery of the Company's answer
in Step 3, appeals the grievance by a notice in writing delivered to the General
Manager of Human Resources. The parties may mutually agree to the selection of
an arbitrator. If the parties cannot agree on the selection of permanent
arbitrators, either party may request the Federal Mediation and Conciliation
Service to send a panel of seven (7) arbitrators for each case (all of which
must be members of the National Academy of Arbitrators). If the parties cannot
agree on a selection, a "strike" method of selection shall be implemented with
the last remaining name to be the arbitrator. The decision of the arbitrator
shall be final
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and binding on both parties and any costs and expenses of the arbitrator shall
be borne equally by both parties. The arbitrator may consider and decide only
the particular issue presented to him by the grievance and his decision must be
based upon an interpretation of the express language of this Agreement. The
arbitrator shall not have the right to amend, take away, add to or change any of
the provisions of this Agreement.
SECTION 2 - UNION REPRESENTATION
The number of grievance committeemen at each plant shall be mutually
agreed upon between Management and the Union. The grievance committeemen shall
be selected by the Union from the plant areas they are to represent; however,
there shall be no more than one (1) grievance committeeman selected from any one
(1) plant area. Plant areas, or grievance representation units, for the purposes
of this Section shall be determined by mutual agreement between Management and
the Union, and existing plant areas, or grievance representation units, shall
continue in effect unless Management and the Union otherwise agree.
A grievance committeeman will be permitted to visit departments at
reasonable times for the purpose of transacting legitimate business as a
grievance committeeman, including the presentation, investigation, hearing or
settling of alleged complaints or grievances. If then at work, the grievance
committeeman will be granted time off, without pay, for such purpose after
obtaining permission (which shall not be unreasonably withheld) from his own
department head or his designated representative and reasonable notice to the
head of the department to be visited or his designated representative.
If not at work, the grievance committeeman will be permitted to visit
departments for the purpose as described above after reasonable notice to the
head of the department to be visited or his designated representative.
Departmental Representatives may be designated by the Union at any plant
to aid the Grievance Committee.
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SECTION 3 - PLANT ACCESS
The District Director and the International representative of the Union
who customarily handles grievances at a plant shall have access to the plant,
subject to established rules of the plant, at reasonable times to investigate
grievances with which they are concerned.
The Local Union President/Unit Chairperson will be permitted access to the
plant at reasonable times when necessary to transact legitimate union business
pertaining to the administration of the applicable agreements between the
parties after notice to the Company.
SECTION 4 - MINI-ARBITRATION PROCEDURE
Notwithstanding any other provision of this Agreement, the following
mini-arbitration procedure is designed to provide prompt and efficient handling
of routine grievances, including certain grievances concerning discipline of
less than four (4) days, supervisor's working and vacation scheduling.
(A) The mini-arbitration procedure shall be implemented in light of the
circumstances existing in each plant, with due regard to the
following:
1. In accordance with the understanding made by the staff
representative of the Union designated pursuant to this
Agreement and his Company counterpart, the local union and the
local management shall appeal the grievance to an arbitrator
under this mini-arbitration procedure by mutual agreement of
the parties.
2. The appeal shall be made within ten (10) calendar days of
receipt of the Step 2 minutes.
3. As soon as it is determined that a grievance is to be
processed under this procedure, the local parties shall notify
the Administrative Secretary of the area
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panel. The appeal shall include the date, time and place for the
hearing. Thereafter, the rules of Procedure for Mini-Arbitration
shall apply.
(B) The hearing shall be conducted in accordance with the following:
1. The hearing shall be informal.
2. No briefs shall be filed or transcripts made.
3. There shall be no formal evidence rules.
4. A previously designated local representative shall present
each party's case.
5. The arbitrator shall have the obligation of assuring that all
necessary facts and considerations are brought before him by
the representatives of the parties. In all respects, he shall
assure that the hearing is a fair one.
6. If the arbitrator or the parties conclude at the hearing that
the issues involved are of such complexity or significance as
to require further consideration by the parties, the case
shall be referred to Step 3 and it shall be processed as
though appealed on such date.
(C) The arbitrator shall issue a decision no later than forty-eight'
(48) hours after conclusion of the hearing (excluding Saturdays,
Sundays and holidays). The arbitrator's decision shall be based on
the records developed by the parties before and at the hearing and
shall include a brief written explanation of the basis for his
conclusion. These decisions shall not be cited as a precedent in any
discussion at any step of the complaint and grievance or arbitration
procedure. The authority of the arbitrator shall be the same as that
provided in Section 1 of this Article.
ARTICLE 13
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SUSPENSION AND DISCHARGE
No permanent, full-time employee shall be pre-emptorily discharged. Where
the Company concludes that an employee's conduct may justify suspension or
discharge, he shall be first suspended. Such initial suspension shall be in
writing and for not more than five (5) calendar days. A copy of such notice
shall be given to the Grievance Committeeman. During this period of initial
suspension the employee may, if he believes that he has been unjustly dealt
with, request a hearing and a statement of the offense before the General
Manager of the plant with or without his Union Representative present as he may
choose. The Union Representative shall be notified of the hearing in any event.
At such hearing the facts concerning the case shall be made available to both
parties. After such hearing, or if no such hearing is requested, the Company may
conclude whether the suspension shall be converted into a discharge, or,
dependent upon the facts in the case, that such suspension should be extended or
revoked. The suspension may be revoked or modified with or without pay. The
Company's answer shall be made within five (5) calendar days from the date of
this Hearing. The employee, within five (5) calendar days after such
disposition, other than by mutual agreement, may allege a grievance which shall
be handled in accordance with the procedure of the Grievance and Arbitration
Procedure Section.
If a grievance is filed, it shall be heard by the Grievance Committeeman
and General Manager of the plant within five (5) calendar days after the
grievance is filed. The Arbitration Hearing on discharge cases must be held
within ninety (90) days of the notice of discharge.
ARTICLE 14
SAFETY AND HEALTH
SECTION 1
The Company shall make reasonable provisions for the safety, and health of
its employees during the hours of their
29
employment. The Company and the employees shall comply with all rules of the
Company for safety and health, and with the regulations of State and Federal
government. The Company recognizes its obligation to prevent, correct and
eliminate unhealthy and unsafe working conditions and practices.
SECTION 2
A joint safety and health committee shall be established at each plant,
consisting of up to two (2) Company representatives and up to two (2) designated
Union representatives. The joint committee shall be co-chaired by one
representative of the Company and one representative of the Union. The safety
committee will meet as necessary, but at least once a month, for the purpose of
conferring with the safety supervisor to provide information relating to safety
issues in the plant, to audit, monitor and recommend improvements to plant
safety and to provide another line of communication to management regarding
safety matters. Minutes of each meeting shall be kept and distributed to each
committee member. Time on safety committee business shall be considered as time
worked and shall be paid as such by the Company. The co-chairs or their
designees shall make monthly tours of the plant and report their findings along
with recommendations to the full safety and health committee for their actions.
SECTION 3
The Company shall provide transportation from the plant for any
occupationally injured employee on the day of injury to and from the place of
medical treatment. The Company will not require injured employees on the day of
injury to transport themselves to and from the place of medical treatment.
SECTION 4
Employees attending such safety meetings while not on their regular
scheduled shift will be paid at straight time their base hourly rate for the
time spent at these meetings.
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SECTION 5
If an employee sustains an injury arising out of, or in the course of,
their employment, and if the employee is unable to return to his work on the day
of injury, he shall be paid for all lost time on the day of injury.
SECTION 6
The Company acknowledges its obligation to comply with all safety laws,
rules and regulations, federal and state. The Union and the employees agree to
assist the Company in the implementation of such laws, rules and regulations. A
Union and a management member of the health and safety committee may accompany
any state inspector or Federal OSHA compliance officer on their inspection of
the plant subject to the inspector's or officer's consent.
SECTION 7
If an employee shall believe that there exists an unsafe condition, risk,
or danger of injury greater than the normal hazards inherent to the operation,
he shall notify his supervisor of such danger and of the facts relating thereof.
If the issue remains unresolved, the co-chairs of the safety and health
committee or their designees shall immediately investigate the alleged unsafe
condition and determine if it exists. If it is agreed that an unsafe condition
does exist, it shall be corrected immediately. If it is not agreed that an
unsafe condition exists, operations will continue but the issue will be brought
up to the full safety and health committee as soon as practicably possible. The
employee will be entitled to be relieved from the job for the remainder of the
turn, without pay, without discipline, pending any such resolution. If it is
determined that an unsafe condition existed, the employee will be made whole for
all lost wages.
ARTICLE 15
SUBSTANCE ABUSE
The parties recognize the serious problems that can result
31
from substance abuse in the workplace. The purpose of this Article is to help
assure a safe work environment for all employees, maintain the orderly operation
of the business, and encourage any employee needing help because of substance
abuse to seek assistance. The standards for substance abuse are as follows:
SECTION 1
While on Company property, or on Company business, it is a violation of
this Article to be under the influence of, to be in control of, to ingest, to
use, or to traffic in, any substance which affects the senses, or any illegal
controlled substance or be in the possession of any drug paraphernalia.
Substances affecting the senses include, but are not limited to, intoxicating
beverages, narcotics, drugs, or consumer products used improperly to produce a
euphoric or "high" effect. For purposes of this Article, being under the
influence of alcohol shall mean that the employee has an alcohol concentration
of 0.08 or greater.
SECTION 2
In order to further insure the safety of the workplace, all employees will
be required to permit an inspection, when requested to do so by designated
Company personnel, of all employee work areas including desks, lockers, lunch
pails, tool boxes, and employee vehicles brought on Company property.
SECTION 3
Testing for substance abuse will be required on applicants who receive a
conditional offer of employment, and any employee returning from an extended
leave of absence or layoff. Just cause testing for substance abuse may be
required for employees identified by their supervisor or any other management
representative as unfit or impaired to work, or employees involved in a
workplace accident or equipment damage incident.
SECTION 4
Any employee who requests help for a substance abuse problem before
testing positive on a drug or alcohol test or any
32
employee who for the first time tests positive (under Section 3) will be
provided such assistance on an extremely confidential basis. A refusal to be
tested shall be subject to disciplinary action up to and including discharge.
After referral to a substance abuse assistance program, the employee must
complete the program satisfactorily prior to returning to work, and comply with
such after care treatment as is prescribed by the Company, in conjunction with
such program.
ARTICLE 16
ALLOWANCE FOR FUNERAL LEAVE
When death occurs to an Employee's legal spouse, mother, father,
mother-in-law, father-in-law, son, daughter, brother, sister, grandparents or
grandchildren (including stepfather, stepmother, stepchildren, stepbrother or
stepsister when they have lived with the Employee in an immediate family
relationship), brother-in-law, or sister-in-law, an Employee, upon request, will
be excused and paid for up to a maximum of three (3) scheduled shifts (or for
such fewer shifts as the Employee may be absent) which fall within a seven (7)
consecutive calendar day period beginning with the date of the death; and it is
established that the Employee attended the funeral. Payment shall be eight (8)
times his average straight-time hourly earnings (as computed for jury pay - see
Article 21). An Employee will not receive funeral pay when it duplicates pay
received for time not worked for any other reason. Time thus paid will be
counted as hours worked for purposes of determining overtime and premium pay
liability.
ARTICLE 17
HOURS OF WORK
SECTION 1 - NORMAL WORK WEEK
Normally forty (40) hours of work per week shall constitute a week's work.
33
SECTION 2 - SCHEDULES
Schedules showing Employees' workdays will be posted no later than the
last scheduled operating turn, but in any event, no later than Friday, 2:00 P.M.
of the week preceding the calendar week in which the schedule becomes effective.
Should the Company have to change the schedule, the Union Grievance Committeeman
will be notified.
SECTION 3 - SHOW UP TIME
If an Employee has been regularly scheduled or notified to report for work
and is not thereafter given notice by the Company that work is not available,
and reports for the work, the Company will guarantee four (4) hours of work, or
four (4) hours of pay at the Employee's base hourly rate for his scheduled work.
It is the responsibility of each Employee to keep the Company advised of his
telephone number.
The foregoing shall not apply in the event of strikes, work stoppages in
connection with labor disputes, failure of utilities beyond the control of
Management, or Acts of God interfering with the work being provided.
ARTICLE 18
OVERTIME AND PREMIUM PAY
SECTION 1
Overtime shall not be pyramided by using the same hours more than once for
the purpose of payment of overtime premium.
SECTION 2
Hours worked in excess of eight (8) hours per day by an employee on a
scheduled eight (8) hour shift, ten (10) hours per day on a scheduled ten (10)
hour shift, or twelve (12) hours per day on a scheduled twelve (12) hour shift
will be paid at one and
34
one-half (1-1/2) the employee's straight time hourly rate plus any applicable
shift premium.
SECTION 3
Hours worked in excess of forty (40) hours per week will be paid at one
and one-half (1-1/2) the employee's straight time rate plus any applicable shift
premium.
SECTION 4
For all time worked by an employee on Sunday, a premium of one and
one-half (1-1/2) times the employee's base rate for that turn shall be paid. For
the purpose of this provision, Sunday shall be deemed to be the twenty-four (24)
hours beginning with the turn change starting closest to 12:00 A.M. Sunday.
ARTICLE 19
HOLIDAYS
The Company will pay eight (8) hours pay at the individual Employee's base
hourly rate of pay, adjusted to include his average hourly incentive for the
previous quarter, for those Employees who have completed their probationary
period and who are on the regular active payroll at the time of the following
Holidays:
New Year's Day Thanksgiving Day
Good Friday Day after Thanksgiving
Memorial Day Christmas Eve
Independence Day Christmas Day
Labor Day
If one (1) of the above listed Holidays falls on Saturday or Sunday, the
Company, at its option, may celebrate the Holiday on the day on which it falls
or on the preceding Friday or subsequent Monday. In order to be paid for such
Holiday, Employees who are otherwise eligible, must have worked on the last
scheduled
35
workday before and the first scheduled workday following the Holiday unless
their failure to do so is a result of:
(a) absence for which the Employee is paid in accordance with the
express provisions of this Agreement;
(b) a layoff or job-related injury within five (5) work days preceding
the Holiday, or;
(c) sickness or other similar good cause.
An eligible Employee who would otherwise be entitled to pay for an
unworked Holiday and who is on a vacation schedule in accordance with the
provisions of this Article when a Holiday occurs shall be paid for the unworked
Holiday in addition to this vacation pay.
Employees scheduled to work on any of the above-named Holidays shall be
paid at one and one-half times their regular rate of pay including applicable
incentive earnings for all work performed on such Holiday in addition to their
Holiday pay. Any Employee scheduled to work on one of the foregoing Holidays who
fails to report for work shall not be eligible to receive Holiday pay unless
failure to do so is a result of (A), (B), or (C) above. There shall be no
pyramiding of overtime pay under this or any other Article of the Agreement.
ARTICLE 20
VACATION
SECTION 1
An Employee who, on the anniversary date of his most recent employment by
the Company, has attained the years of continuous service with the Company as
indicated in the following table and who otherwise qualifies, shall receive
vacation with pay as follows:
Years of Continuous Service Amount of Paid Vacation
One (1) Year One (1) Week
36
Three (3) Years Two (2) Weeks
Ten (10) Years Three (3) Weeks
Seventeen (17) Years Four (4) Weeks
Twenty-Five (25) Years Five (5) Weeks
SECTION 2 - ELIGIBILITY
To be eligible for a vacation in any calendar year during the term of this
Agreement, the Employee must have one (1) year of continuous service credit with
the Company and have been actively employed at the Company for twenty-six (26)
regular work weeks of the preceding fifty-two (52) work weeks.
SECTION 3 - COMPUTATION OF VACATION PAY
Pay for the vacation week shall amount to forty (40) times the Employee's
base hourly rate of pay, adjusted to include his average hourly incentive for
the previous quarter, for each full week of vacation or two percent (2%) of the
Employee's previous year's W-2 form earnings, whichever is highest. Vacation
will be taken in weekly (seven (7) consecutive calendar days) increments only.
Provided vacation is scheduled and approved at least thirty (30) days in
advance, vacation pay will be paid no later than the last workday prior to the
Employee's vacation.
SECTION 4 - SCHEDULING
The date allotted to an Employee for a vacation shall be established by
the Company so as to cause a minimum of interference with the Company's
operations. The Company reserves the right to schedule either a one (1) or two
(2) week(s) vacation shutdown, or schedule staggered vacations.
In the event the Company decides on a vacation shutdown, it shall notify
the Union in writing, at least sixty (60) days prior to such shutdown. Vacation
period requests by Employees will be indicated by written application of each
Employee during the month of December. (Applications will be provided by the
Company.) Either a vacation schedule or a vacation shutdown notice will be
posted after the end of December. To the extent
37
practicable, Employees shall be given preference for the desired vacation
periods in accordance with their seniority subject to the right of the Company
to determine the number of Employees from any Operating Unit or Wage Group, to
be on vacation at any one time and to schedule vacations so as to minimize
interference with the Company's operations.
SECTION 5 - ACCUMULATION OF VACATION
Vacations may not be accumulated.
ARTICLE 21
JURY DUTY
An Employee who is on active payroll of the Company, who is summoned for
jury service or subpoenaed as a witness shall be excused from work on the days
on which he is called for service, and shall receive for each such day on which
he was regularly scheduled to work the difference between eight (8) times his
base hourly rate of pay including applicable incentive earnings, not to exceed
forty (40) hours per week, and the payment received for such jury or witness
service. The Employee will present proof of service and of the amount of pay
received therefore.
ARTICLE 22
EMPLOYEES IN MILITARY SERVICE
SECTION 1 - REEMPLOYMENT
The Company shall accord to each Employee who applies for reemployment
after conclusion of military service with the United States such reemployment
rights as he shall be entitled to under then existing statutes.
SECTION 2 - TRAINING PROGRAMS
Reasonable programs of training shall be employed in the
38
event Employees do not qualify to perform the work on the job which they might
have attained except for absence in the military service.
SECTION 3 - LEAVE OF ABSENCE
Any Employee entitled to reinstatement under this Article shall be
granted, upon request, a leave of absence without pay not to exceed sixty (60)
days before he shall be required to return to work.
SECTION 4 - DISABLED VETERANS
Any Employee entitled to reinstatement under this Article who returns with
service-connected disability incurred during the course of service shall be
assigned to any vacancy which shall be suitable to such impaired condition
during the continuance of such disability irrespective of seniority; provided,
however, that such impairment is of such a nature as to render the veteran's
returning to his own job or department onerous or impossible; and provided,
further, that the veteran meets the minimum physical requirements for the job
available or for the job as Management may be able to adjust it to meet the
veteran's impairment.
SECTION 5 - VACATION
(a) An Employee who at the time of leaving active employment to enter
military service of the United State has qualified for a vacation in
the year of such entrance and who has not received a vacation or
vacation allowance shall be granted such allowance.
(b) Any Employee re-employed under the terms of this Article and who,
under the terms of the Vacation Article 20 of this Agreement, except
for his absence due to such military service, would have been
entitled to receive a vacation or vacation allowance, shall receive
such vacation or vacation allowance for the calendar year in which
he is re-employed, without regard to any requirement other than an
adequate record of continuous service.
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SECTION 6 - MILITARY ENCAMPMENT ALLOWANCE
An Employee with one (1) or more years of continuous service who is
required to attend an encampment of the Reserve of the Armed Forces or the
National Guard shall be paid, for a period not to exceed two (2) weeks in any
calendar year, the difference between the amount paid by the Government (not
including travel, subsistence and quarters allowance) and the amount calculated
by the Company in accordance with the following formula. Such pay shall be based
on the number of days such Employee would have worked had he not been attending
such encampment during such two (2) weeks (plus any holiday in such two (2)
weeks which he would not have worked) and the pay for each such day shall be
eight (8) times his average straight-time hourly rate of earnings (including
applicable incentive earnings but excluding shift differentials and Sunday and
overtime premiums) during the last pay period worked prior to the encampment. If
the period of such encampment exceeds two (2) weeks in any calendar year, the
period on which such pay shall be based shall be the first two weeks he would
have worked during such period.
ARTICLE 23
SAVINGS CLAUSE
If any provision of this Agreement is in conflict with applicable law or
regulation, such provision shall become null and void and no longer be
effective; however, the remainder of this Agreement shall not be affected
thereby and will continue in full force and effect. In the event any provision
of this Agreement is rendered ineffective, due to a conflict with applicable
law, either party, upon the request of the other, shall meet and negotiate on
the limited subject of the provision rendered ineffective by applicable law.
However, the No Strike - No Lockout provisions of this Agreement shall continue
in full force and effect regardless of whether the parties are able to reach
Agreement.
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ARTICLE 24
SENIORITY
SECTION 1 - FACTORS AFFECTING
Plant continuous service shall be used for all purposes in which a measure
of continuous service is utilized.
In the promotion of Employees to non-supervisory positions and for the
purpose of demotions, or layoffs in connection with the decreasing of the
working force and of the recalling to work of Employees so laid off, the
following factors shall be considered, and if factors (b and (c) are relatively
equal, length of continuous service shall govern:
(a) Length of continuous service;
(b) Ability to perform the work, and;
(c) Physical fitness.
SECTION 2 - CONTINUOUS SERVICE RECORD
The continuous service record of any Employee shall be determined as
follows:
(a) Each Employee shall have such continuous service record as is shown
on the employment records of the Company for such Employee
commencing with the date of initial employment with the Company, and
he shall accumulate additional continuous service in accordance with
Subparagraph (C) below, until his continuous service record shall be
broken in which event his continuous service record shall end and be
canceled. For Employees who had previously been employed by the
preceding owner of any plant, continuous service will include credit
for all service shown on the Employee's continuous service record
with such preceding owner as of the date of initial employment with
the Company.
(b) Each new Employee and each person rehired after the
41
cancellation of his continuous service record shall accumulate
continuous service from the date of such hiring or rehiring, until
his continuous service record is broken, in which event his
continuous service record shall end and be canceled.
(c) The continuous service record of an Employee shall be
considered to be broken so that no prior period or periods of
employment shall be counted and his seniority shall cease in
the following instances:
1. Employee voluntarily quits employment;
2. Employee is discharged;
3. Employee fails to return to work upon expiration of an
approved leave of absence where forty-eight (48) hour
notice to return has been given by the Company to the
Employee and to the Union;
4. Employee is absent due to either layoff or disability or
both which continues for more than two (2) years
(however, (i) for three (3) years thereafter, upon
written medical certification to the Company of his
fitness to return to duty, the Employee will be eligible
for recall to any position for which he is qualified
which is not filled pursuant to Section 4, Paragraph (A)
based on his previously accumulated service; and (ii)
Employees unable to work due to an on-duty injury shall
accumulate credit for continuous service until the end
of the period for which statutory Workers' Compensation
is payable, plus thirty (30) days;
5. Unauthorized absence from scheduled work for three (3)
consecutive working days;
6. Employee fails to report for and begin work within seven
(7) calendar days after receipt by Employee of notice of
recall from layoff. Employees who are employed elsewhere
will, upon a request made to the Company within this
42
period and with reasonable proof of such employment, be given
an additional seven (7) calendar days to report for and begin
work, to allow the Employee to give reasonable notice to his
current employer.
SECTION 3 - PROBATIONARY EMPLOYEES
New Employees and those hired after a break in continuous of service will
be regarded as probationary Employees for the first five hundred twenty (520)
hours of actual work and will receive no continuous service credit during such
period. Probationary Employees may initiate complaints under this Agreement but
may be laid off or discharged as exclusively determined by Management; provided
that this will not be used for purpose of discrimination because of race, color,
religious creed, national origin, sex, age or disability as defined under the
ADA of 1990, or because of membership in the Union. Probationary Employees
continued in the service of the Company subsequent to the first five hundred
twenty (520) hours of actual work shall receive full continuous service credit
from date of original hiring.
SECTION 4 - PROMOTION
(A) POSTING
When the Company decides that a position needs to be filled, a notice to
that effect will be posted by the Company for seven (7) working days in the
Plant having the open position. Employees who apply will be considered in the
following category order:
1. the department where the vacancy exists;
2. the Plant where the vacancy exists;
3. all other Plants within the Company: provided; however, if there is
no qualified Employee applicant, the Company may hire a new
employee.
(B) SELECTION
Employees who apply under Paragraph (A) above will be awarded the
vacancies in accordance with Section 1 of this
43
Article. All promotions are subject to a ninety (90) day qualification period in
the new job. Employees selected for a new job will be entitled to return to
their previous job in the event the Company determines their performance during
the qualification period is not satisfactory, subject to dispute resolution
procedure.
(C) PERIOD BETWEEN PROMOTIONS
To promote efficient and economical operations, the parties agree that
continuity for a period of time in a position is important. Therefore, the
following limitations shall apply to Employees applying for new jobs or
vacancies:
1. Employees who apply for a position may strike their name from the
posting at any time during the seven (7) working day period that the
position is posted. If an Employee leaves his name in consideration
and is selected for a position but refuses to take it, he cannot
apply for another position for two (2) months after the date on
which he was selected for the position.
2. If an Employee applies, is selected, and then works in the position,
he cannot apply for another position for six (6) months after the
date he begins working in that position, following any training
period.
SECTION 5 - TEMPORARY VACANCIES
Temporary vacancies will be filled at the Company's discretion. If two (2)
Employees are equally qualified to do the work, the Company will take seniority
into consideration.
SECTION 6 - TEMPORARY TRANSFERS
In the event an Employee is temporarily transferred to a higher rated job,
the Employee shall receive the higher rate. If an Employee is temporarily
transferred to a lower rated job, the Employee shall continue to receive the
Employee's regular rate.
SECTION 7 - UNION OFFICERS
When Management decides that the workforce in any seniority unit in any
plant is to be reduced, the member of the plant
44
Grievance Committee, if any, in that unit shall, if the reduction in force
continues to the point at which he would otherwise be laid off, be retained at
work and for such hours per week as may be scheduled in the work area in which
he is employed, provided he can perform the work of the job to which he must be
demoted. The intent of this provision is to retain in active employment the
plant grievance committeemen for the purpose of continuity in the administration
of the labor agreement in the interest of Employees so long as a workforce is at
work; provided that no grievance committeeman shall be retained in employment
unless work which he can perform is available to him in the designated work area
which he represents. The Local Union shall designate and advise the Company of
such area of representation.
This provision shall apply also to Employees who hold any of the following
offices in the Local Union or Unions in which the Employees of the plant are
members: President, General Grievance Committeeman, Unit Chairperson, Vice
President, Recording Secretary, Financial Secretary, and Treasurer unless
legally prohibited.
SECTION 8 - CONTINUOUS SERVICE LISTS
The Company shall make available to each Local Union lists showing the
relative continuous service of each Employee in each seniority unit. The Company
from time to time shall revise such lists, as necessary, but at least every six
(6) months, to keep them reasonably up to date. The seniority right of
individual Employees shall in no way be prejudiced by errors, inaccuracies, or
omission in such lists.
ARTICLE 25
SEVERANCE ALLOWANCE
SECTION 1 - PERMANENT CLOSING
When, in the sole judgment of the Company, it decides
45
to close permanently a plant or discontinue permanently a department of a plant
or substantial portion thereof and terminate the employment of individuals, an
Employee whose employment is terminated either directly or indirectly as a
result thereof because he was not entitled to other employment with the Company
under the provisions of the Article 24 - Seniority of this Agreement and Section
3 of this Article, shall be entitled to a severance allowance in accordance and
subject to the provisions hereinafter set forth in this Article.
SECTION 2 - ELIGIBILITY
An Employee, to be eligible for a severance allowance, must have accumulated
three (3) or more years of continuous Company service as computed in accordance
with the Article 24 - Seniority of this Agreement.
SECTION 3 - OTHER JOB
In lieu of severance allowance, the Company may offer an eligible Employee
a job in the same job class for which he is qualified, in the same general
locality. The Employee shall have the option of either accepting such new
employment or requesting his severance allowance. If an Employee accepts such
other employment, his continuous service record shall be as provided in the
Article 24 - Seniority of this Agreement, except that for the purpose of
severance pay under this Article and for the purposes of the Article 20 -
Vacation of this Agreement, his previous continuous service record shall be
maintained and not be deemed to have been broken by the transfer.
SECTION 4 - TRANSFER
As an exception to Section 3 of this Article, an Employee otherwise
eligible for severance pay who is entitled under the Article 24 - Seniority of
this Agreement to a job in the same job class in another part of the same plant
shall not be entitled to severance pay whether he accepts or rejects the
transfer. If such transfer results directly in the permanent displacement of
some
46
other Employee, the latter shall be eligible for severance pay provided he
otherwise qualifies under the terms of this Article.
SECTION 5 - BENEFITS
An eligible individual shall receive severance allowance based upon the
following weeks for the corresponding continuous Company service:
Continuous Company Service Weeks of Severance Allowance
3 years but less than 5 years 4
5 years but less than 7 years 6
7 years but less than 10 years 7
10 years or more 8
A week's severance allowance shall be determined in accordance with the
provisions for calculation of vacation allowance as set forth in the Article 20
- Vacation of this Agreement.
SECTION 6 - DUPLICATION
Severance allowance shall not be duplicated for the same severance,
whether the other obligation arises by reason of contract, law, or otherwise. If
an individual is or shall become entitled to any discharge, liquidation,
severance or dismissal allowance or payment of similar kind by reason of any law
of the United States of America or any of the states, districts or territories
thereof subject to its jurisdiction, the total amount of such payments shall be
deducted from the severance allowance to which the individual may be entitled
under this Article, or any payment made by the Company under this Article may be
offset against such payments. Statutory unemployment payments shall be excluded
from the non-duplication provision of this section.
SECTION 7 - ELECTION CONCERNING LAYOFF STATUS
Notwithstanding any other provision of this Agreement, an Employee who
could otherwise have been terminated in accordance with the applicable
provisions of this Agreement and under the circumstances specified in Section 1
of this Article
47
may, at such time, elect to be placed on layoff status for thirty (30) days or
to continue on layoff status for an additional thirty (30) days if he had
already been on layoff status. At the end of such thirty (30) day period, he may
elect to continue on layoff status or be terminated and receive severance
allowance if he is eligible for any such allowance under the provisions of this
Article; provided, however, if he elects to continue on layoff status after the
thirty (30) day period specified above and is unable to secure employment with
the Company within an additional sixty (60) day period, at the conclusion of
such additional sixty (60) day period he may elect to be terminated and receive
severance allowance if he is eligible for such allowance.
If an Employee elects to continue on layoff status, he shall continue to
be in such status notwithstanding the expiration or termination of this
Agreement.
In the event of a strike, nothing in this Agreement shall be interpreted
as extending the benefits beyond the term otherwise provided for in the
Agreement.
SECTION 8 - PAYMENT OF ALLOWANCE
Payment shall be made in a lump sum at the time of termination. Acceptance of
severance allowance shall terminate employment and continuous service for all
purposes under this Agreement.
ARTICLE 26
WAGES
SECTION 1 - STANDARD HOURLY WAGE SCALES
The standard hourly wage scales of rates for the respective job classes
and the effective date thereof shall be those set forth in Appendix A of this
Agreement.
SECTION 2 - SHIFT DIFFERENTIAL
(a) For hours worked on the afternoon shift, there shall be
48
paid a premium rate of 20 cents per hour. For hours worked on the
night shift, there shall be paid a premium rate of 30 cents per
hour.
(b) Shifts shall be identified as follows:
i. Day shift includes all shifts scheduled to commence between
6:00 A.M. and 8:00 A.M., inclusive;
ii. Afternoon shift includes all shifts scheduled to commence
between 2:00 P.M. and 4:00 P.M., inclusive;
iii. Night shift includes all shifts scheduled to commence between
10:00 P.M. and 12:00 Midnight, inclusive.
(c) Any hours worked by an Employee on a shift which commences at a time
not provided for in Subsection B of this Article 26 shall be paid as
follows:
i. For hours worked which would fall in the prevailing day shift
of the department, no shift differential shall be paid;
ii. For hours worked which would fall in the prevailing afternoon
shift of the department, the afternoon shift differential
shall be paid;
iii. For hours worked which would fall in the prevailing night
shift of the department, the night shift differential shall be
paid.
(d) Shift differential shall be included in the calculation of overtime
compensation. Shift differential shall not be included in the
calculation of incentive earnings but shall be computed by
multiplying the hours worked by the applicable differential and the
amount so determined added to earnings.
(e) Shift differential shall be paid for allowed time or
49
reporting time provided for in the Article 17 - Hours of Work of this
Agreement when the hours for which payment is made would have called for a
shift differential if worked.
SECTION 3 - CORRECTION OF ERRORS
Notwithstanding any provisions of this Article, errors in the application
of rates of pay shall be corrected.
ARTICLE 27
INCENTIVE PLAN
The incentive plan will be a broad-based performance incentive plan based
upon total quality tons shipped. The plan will be developed and installed during
the first ninety (90) days following the effective date of this Agreement, and
presented to the Union. Such plan shall include administrative guideline
provisions as those of the 1969 Industry-wide Incentive Arbitration Award. Any
dispute over the structure or design of such plan will be presented to immediate
interest arbitration. The plan will be paid retroactively to the effective date
of installation.
ARTICLE 28
PROFIT SHARING
1. INTRODUCTION
The parties agree to establish a profit sharing plan (the "Plan").
2. LEVEL OF PAYOUT
The Company agrees that it will create a profit sharing pool (the "Pool")
consisting of fifteen percent (15%) of the Company's Quarterly Pre-Tax Profits,
as defined below, and to distribute the Pool within 45 days of the end of each
fiscal quarter, in the manner described below.
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3. CALCULATION OF PROFITS
For the purposes of this Plan, Quarterly Profits shall be defined as the
excess of (A) Pre-Tax Income over (B) the Threshold, where:
A. Pre-Tax Income is Earnings Before Taxes ("EBT")* of the Company
calculated on a consolidated basis in accordance with United States
Generally Accepted Accounting Policies ("GAAP") with the following
exclusions:
1. Income or loss related to any charges or credits (whether or
not identified as special credits or charges) for unusual,
infrequently occurring or extraordinary items, including
credits or charges for plant closures, business dispositions
and asset sales that are not normal operating charges or
credits of the Company under internal Company accounting
policies consistently applied (but excluding any charge
representing a cash expense incurred by the Company in
connection with the Company's planned asset re-configuration
in the 12 months following the closing of the transaction);
2. Any cost or expense associated with the Plan or any other
profit sharing or similar plan for any of the Company's
employees; and
3. Any management fees (in excess of expense re-imbursement)
actually paid to the Perry Strategic Capital entities as
monitoring fees.
4. Any cash interest payments in excess of $2.5 million
attributable to incremental debt placed on the Company in
connection with a cash shareholder realization. and
B. The Threshold is $12.5 million
4. INDIVIDUAL ENTITLEMENT
The Pool will be divided as follows:
51
A. 25% of the Pool will be divided among all USWA represented employees
covered by the Collective Bargaining Agreement ("Participants") on
the basis of the Hours (as defined below) of each such Participant
in the calendar weeks within each fiscal quarter.
1. Hours shall include the following, but shall not exceed 40
hours for any week for any Participant. Hours worked
(including straight time and overtime hours), vacation and
holiday hours at the rate of 8 hours for each holiday or day
of vacation, hours on USWA business, and hours, at the rate of
8 hours a day, while receiving Workers' Compensation benefits
(based on the number of days absent from work while receiving
such benefits).
2. Any payments made to a Participant pursuant to this Profit
Sharing Plan shall not be included in the Participant's
earnings for purposes of determining any other pay, benefit,
or allowance of the Participant.
B. 75% of the Pool will be contributed to the Benefit Trust.
5. ADMINISTRATION OF THE PLAN
A. The Plan will be administered by the Company in accordance with its
terms and the costs of administration shall be the responsibility of
the Company. Upon determination of each Quarterly Profit
calculation, such calculation shall be forwarded to the Chair of the
Union Negotiating Committee accompanied by a Certificate signed by
the Chief Financial Officer of the Company, providing a detailed
description of any adjustments made to Earnings Before Taxes and
stating that EBT was determined in accordance
52
with GAAP and that Quarterly Profit was calculated in accordance
with this Article.
B. The Union, through its Negotiating Committee Chair or his/her
designee, shall have the right to review and audit any information,
calculation or other matters concerning the Plan. The Company shall
provide said designee with any information reasonably requested in
connection with such review. The reasonable actual costs incurred by
the Union in connection with any such audit shall be paid from the
Pool and deducted from the amount otherwise available under the Pool
for distribution to employees.
C. In the event that a discrepancy exists between the Company's Profit
Sharing calculation and the results obtained by the Union designee's
review, the Company Chair and the Union Chair of the respective
Negotiating Committees shall attempt to reach an agreement regarding
the discrepancy.
In the event that they cannot resolve the dispute, either party may
submit such dispute to final and binding arbitration under Article
12 - Grievance Procedure in the Collective Bargaining Agreement.
6. PROMPT PAYMENT
Notwithstanding the above, the Company shall comply with the requirements
of paragraph's 2-4 above based on its interpretation of the appropriate payout.
If the process described in paragraph 5 above results in a requirement for an
additional payout, said payout shall be made no more than 14 days after the date
of agreed resolution or issuance of the Arbitrator's award.
7. SUMMARY DESCRIPTION
The parties will jointly develop a description of the
53
calculations used to derive profit sharing payments under the Plan for each
quarter and distribute same to each Participant.
ARTICLE 29
INSTITUTE FOR CAREER DEVELOPMENT
COMMENCING ON AUGUST 16, 2004:
In recognition of the worldwide competitive challenges that confront the
Company and the entire work force, the United Steelworkers of America and
Republic Engineered Products, INC. have established a major new venture in
training and educating workers-The USWA/Republic Engineered Products, Inc.
Institute for Career Development (the "Institute")-which, in conjunction with
similar programs negotiated by the Union with various other employers, will be
administered under the rules and procedures of the Institute for Career
Development ("ICD"). The purpose of the Institute is to provide resources and
support services for the education, training and personal development of the
employees of the Company including upgrading the basic skills and educational
levels of active employees in order to enhance their ability to absorb craft and
non-craft training, their ability to progress in the workplace, their ability to
perform their assigned work tasks to the full extent of their potential, and
their knowledge and understanding of the workplace, and of new and innovative
work systems. Further purposes include education, training and counseling which
will enable employees to have more stable and rewarding personal and family
lives, alternative career opportunities in the event that their steelworker
careers are subject to dislocation, and long, secure and meaningful retirements.
The Institute will be financed by a contribution from Republic Engineered
Products, Inc. in the amount of $0.10 per hour worked by USWA-represented
employees covered by this Agreement. The Institute will be administered jointly
by the Company and the Union in accordance with the procedures, rules,
regulations and policies as agreed to by the parties. The parties
54
will, of course, also seek and use funds from federal, state and local
governmental agencies.
Consistent with this understanding, it would be appropriate for the
Institute to allocate funds to certain programs that are currently being offered
by Republic Engineered Products, Inc. and that are consistent with the goals and
limitations of this Agreement.
Apprenticeship, craft training and training for position-rated jobs are
separately provided for in the collective bargaining agreement. The Company may,
however, contract with the Institute to provide services and resources in
support of such training.
In establishing this program, the USWA and the Company are implementing a
shared vision that workers must play a significant role in the design and
development of their jobs, their training and education, and their working
environment. In a world economy many changes are unforeseen and unpredictable.
Corporate success, worker security and employee satisfaction all require that
the work force and individual workers be capable of reacting to change,
challenge and opportunity. This, in turn, requires ongoing training, education
and growth. Experience has shown that worker growth and development are stunted
when programs are mandated from above but flourish in an atmosphere of voluntary
participation in self-designed and self-directed, training and education. These
shared beliefs shall be the guiding principles of the Institute.
The Company agrees to continue to participate fully as a member of ICD in
accordance with policies, rules and regulations established by the ICD. The
Company's financial contributions to the Institute will continue to be
separately tracked. ICD will continue to be under the joint supervision of the
Union and participating employers with a Governing Board consisting of an equal
number of Union and employer appointees.
55
REPORTING, AUDITING, ACCOUNTABILITY AND OVERSIGHT
The following minimum requirements shall govern reporting, auditing,
accountability and oversight of the funds provided for above:
1. REPORTING
For each calendar quarter, and within 30 days of the close of such
calendar quarter, the Company shall account to the ICD, the International
President of the Union and the Union Chair of the Negotiating Committee for all
changes in the financial condition of the Institute. Such reporting shall
include at least the following information for each such quarter:
- The Company's contribution of $0.10 per hour for steelworker
represented employees per quarter with cumulative balance.
- A detailed breakdown of actual expenditures related to approved
program activities during said quarter.
- Reports shall be broken down by plant and include all expenditures
for that site.
- Reports shall be made on form(s) developed by the Institute.
The Union Co-Chairs of each of the Local Joint Committees shall receive a
report with the same information for their plant or local union, as the case may
be.
2. AUDITING
The Company or the Union may, for good reason, request an audit of Company
reports described above and of the underlying Institute activities made in
accordance with the following: The Company and the Union shall jointly select an
independent outside auditor. The reasonable fees and expenses of the auditor
shall be paid from ICD funds. The scope of audits may be company-wide,
plant-specific, or on any other reasonable basis.
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3. APPROVAL AND OVERSIGHT
Each year, the Local Joint Committees shall submit a proposed
training/education plan to the Union and Company Negotiating Committee Chairs or
their designees. Upon their approval, said plans shall be submitted to the
Institute. The Institute must approve the annual plan before any expenditure in
connection with any activities may be charged against the funds provided for in
this Agreement. An expenditure shall not be charged against such funds until
such expenditure is actually made.
DISPUTE RESOLUTION MECHANISM
Any dispute regarding the administration of the Institute at the Company
or plant level shall be subject to expedited resolution by the Company and the
Union Co-Chairs of the Negotiating Committee and the Executive Director of ICD
who shall apply the policies, rules and regulations of the Governing Board in
ruling on any such dispute. Rulings of the Executive Director on any such
dispute may be appealed to the Governing Board, but the Executive Director's
ruling shall become and remain effective unless stayed or reversed by action of
the Governing Board. Within 60 days of the effective date of this Labor
Agreement, the Union and the Company will develop such administrative procedures
as are necessary for the operation of this expedited Dispute Resolution
Mechanism, it being understood that the goal is to resolve disputes within no
more than two weeks after the Dispute Resolution Mechanism is invoked.
Notwithstanding anything to the contrary in this provision, the Governing
Board shall not under any circumstances have any power or authority to require
the Company to bear costs or provide funds in connection with the ICD which
exceed the Company's contribution requirements under this Article.
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ARTICLE 30
STAND UP FOR STEEL
1. The Company agrees to join the Stand Up For Steel Coalition ("SUFS") as of
August 16, 2004, and subject to the Annual Program Cost.
2. The parties agree that SUFS will serve as a focal point of their joint
activities in combating unfair trade in steel and related products and
other subjects as agreed to by the parties. The parties will continue to
pursue other activities separately as appropriate and the funding and
structure contemplated herein shall not be applicable to litigation to
enforce the nation's trade laws.
3. The Company will contribute $0.075 per ton shipped (other than tubular
rounds) commencing on August 16, 2004, up to maximum of $100,000 per
contract year.
4. SUFS will have a Governing Board consisting of an equal number of Union
and Company representatives. The Board will be co-chaired by the USWA
International President and a CEO selected by the participating companies.
5. The parties will jointly recruit all American steel (carbon and stainless)
and iron ore companies and others to join the organization under the terms
described herein. The Company agrees to work with the other participating
companies so that the company representatives on the Governing Board will
represent the interest of all participating companies.
6. All activities conducted under the banner of Stand Up For Steel shall be
approved by the Governing Board.
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ARTICLE 31
BOARD OF DIRECTORS
The Company agrees to issue to the Union preferred stock on the
Effective Date as described below.
SERIES A PREFERRED STOCK
ISSUER The Company.
SECURITY One share of preferred stock.
HOLDER United Steelworkers of America, AFL-CIO. CLC ("USWA"), or a
successor labor organization to the USWA.
ELECTION OF The Holder will maintain the right to elect, remove and
DIRECTORS replace one (1) member of the Issuer Board of Directors from
the Effective Date through the Termination Date.
AMENDMENT The terms of the Series A Preferred Share cannot be amended
without the prior written consent of the Holder.
ADDITIONAL The Company will not issue any additional shares of the Series
INSURANCE A Preferred Stock.
DIVIDENDS None.
TRANSFERABILITY The Series A Preferred Share will automatically convert into a
single share of Issuer common stock if transferred to any
person or entity other than the Holder.
TERMINATION The date the Holder is no longer the collective bargaining
representative for any of the Company's employees.
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ARTICLE 32
COORDINATORS
In this Agreement, the parties have committed themselves to a number of
joint undertakings crucial to the success of the Company, its employees, and the
Union. In recognition of the crucial role being served by the Union in
accomplishing the joint goals of the parties, the parties agree as follows, to
be effective August 16, 2004:
(a) The Union Chair of the Negotiating Committee shall select and direct
two (2) Coordinators who shall be responsible throughout the Company
for implementation and ongoing monitoring of joint undertakings of
mutual interest to the Company and the Union as well as
administration of the labor and benefits agreements. It is expected
that Coordinators will visit each of the Company's locations on a
regular basis in the performance of his/her duties.
(b) Each Coordinator shall be an employee of the Company. The
Coordinator shall be compensated by the Company in the amount of the
appropriate wages, benefits and other fringe benefits s/he would
have earned during their normal course of employment with the
Company, but for this assignment. In addition, each Coordinator
shall be reimbursed for reasonable out-of-pocket expenses including,
but not limited to, travel (coach airfare, hotel and per diem)
incurred in connection with this assignment. In order to receive
such lost time payments and expense reimbursements supporting
vouchers must be provided by the Coordinator.
(c) The Company's annual costs under this Article will be capped at
$150,000 per year.
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ARTICLE 33
BENEFITS
SECTION 1 - HEALTH CARE PROGRAM
The Health Care Program covers active employees as set forth below.
HEALTH CARE (FOR ACTIVE EMPLOYEES):
Options reduced to a single PPO program (except in unusual situations
where a participant may have no network providers available). The Plan would
include the attached design, utilizing revised coverage limits for mental health
and substance abuse benefits, an in-network deductible and an 90% coverage level
for in-network services. Benefits would be administered through Medical Mutual
with network arrangements for the facilities and retirees outside of Ohio.
AultCare would continue as a PPO option for ▇▇▇▇▇ County facilities with the
same PPO plan design.
PRESCRIPTION DRUG (FOR ACTIVE EMPLOYEES):
Coverage to continue with Caremark, Inc. utilizing a participant co-pay
structure as follows:
Co-Pay Percent Minimum Maximum
-------------- ------- -------
RETAIL
Generic 15% $ 5 $10
Formulary 20% $10 $20
Brand 25% $15 $30
MAIL
Generic 10% $10 $20
Formulary 15% $15 $30
Brand 20% $20 $40
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Retail prescriptions will be limited to 30-day supplies and mail service
prescriptions will be limited to 90-day supplies.
Maintenance medications will be limited to one prescription and one 30-day
refill at the retail level; all other maintenance prescriptions must be filled
through the mail service. When a generic is available, but the pharmacy
dispenses a brand name drug for any reason, the participant will pay the
difference in cost between the brand name drug and the generic drug plus the
appropriate non-formulary or formulary brand co-payment. However, under certain
medical circumstances, when determined by the patient's attending physician to
be medically necessary and approved by the pharmacy benefit manager, a
prescription for a brand name drug may be filled without penalty even though a
generic equivalent is available.
GENERAL EXCLUSIONS:
- Devices and other supplies (e.g. ostomy supplies, respiratory
therapy, etc.)
- Alcohol wipes
- Hair loss prescriptions (e.g. Propecia)
- Renova
- Contraceptive devices, injectable contraceptives, Contraceptive kits
- Fertility drugs
- Erectile dysfunction medications, except Viagra (available through
mail service only, limit 6 doses/ month)
- Nutritional/dietary supplements
- Over-the-counter medications
- Biotech drugs for hemophilia, cystic fibrosis & genetic emphysema
62
- Toxoids
- Vaccines
LIMITATIONS:
- Retin-A - Covered if the patient is under age 25,
covered with an appropriate diagnosis if over age 25
- Smoking cessation - Pre-authorization required. Available through
mail service only. One treatment per lifetime - maximum 90 days
supply
- Oral contraceptives - For treatment of medical conditions only.
Covered with an appropriate diagnosis
- Diet medications - Available through mail service only. Covered with
an appropriate diagnosis
EMPLOYEE OPT-OUT:
Employees will be given the option to opt-out of the medical and
prescription programs during the annual open enrollment process provided the
employee has other health coverage available. Employees electing to opt-out of
the health care plan will be paid 50% of the individual cost of such coverage,
as established by the applicable annual COBRA calculation (less administrative
charge of 2%, if applicable) per month for the period they remain out of the
plan. Employees will be able to re enroll in the plan during any open enrollment
or if other coverage is lost due to a "qualifying change in family status" as
defined in the flexible benefit rules as follows:
- Marriage
- Divorce
- Death of spouse
- Birth or adoption of child
63
- Termination of employment of spouse
- Change of employment status of you or your spouse
- Significant change in your or your spouse's health care coverage
- Other changes the IRS may allow
64
VISION BENEFITS:
Return the plan to a 24-month benefit, continuing to utilize the network
option available through ▇▇▇▇ Managed Vision as well as an out-of network
benefit level as outlined below.
▇▇▇▇ VISION OUT-OF-NETWORK
COVERED SERVICE FREQUENCY NETWORK MAXIMUM BENEFIT
--------------- --------- ------- ---------------
Eye Examination for 12 months Covered in full $37.50
eyeglasses (Additional (calendar year)
charges related to a
contact lens exam are
the responsibility of
the patient.)
Lenses Calendar year if Covered in full
- Single Vision prescription $22.50 per lens
- Bifocal changes; otherwise $30.00 per lens
- Trifocal every 24 months $37.50 per lens
- Lenticular $45.00 per lens
Lens Treatment Options Discount Not covered
schedule
Frames Calendar year if Covered in $50.00
prescription full (up to
changes; otherwise $100 retail
every 24 months value)
Contact Lenses - Calendar year if Covered in full $37.50 per lens
Therapeutic prescription
In lieu of lenses and changes; otherwise
frames every 24 months
Contact Lenses - Calendar year if Covered in full $37.50 per lens
Elective In lieu of prescription
lenses and frames changes; otherwise
every 24 months
Additional pairs of Discount Not covered
Eyeglasses/Contact schedule
Lenses
DENTAL BENEFITS:
Options reduced to a single fee-for-service plan with a plan design as
outlined on the attached sheet.
EAP SERVICES:
The previous company proposal is withdrawn and the Company will accept
union proposal #5 from 10/18/2001 for active employees with the understanding
that any treatment at the
65
Compass House in Lorain will be counted toward the maximum limits for substance
abuse coverage.
HEALTH CARE COVERAGE FOR LAID OFF EMPLOYEES:
For the first two years following the Effective Date, Republic will
provide a total pool of up to $550,000 for employees or former employees who are
subject to an involuntary layoff to be allocated in a manner determined by the
parties.
66
REPUBLIC MEDICAL
ENGINEERED PRODUCTS MUTUAL
OF OHIO
PREFERRED PROVIDER ORGANIZATION (PPO)
Primary Care Physician (PCP) Required No
Provider Network SuperMed Plus
Dependent age limit 19 dependent / 25 student to End of Month
Lifetime Maximum $1,000,000
BENEFIT
----------------------------------------
NETWORK NON-NETWORK
------- -----------
Deductible $250 individual / $500 individual /
$500 family $1,000 family
Annual out-of-pocket maximum $2,000/$4,000 $10,000
Coinsurance 10% 30%
INPATIENT CARE
Semi-private room and board 90% 70%
Surgery 90% 70%
Anesthesia 90% 70%
Consultations 90% 70%
Maternity care-employee and 90% 70%
Spouse only
Lab and X-ray services 90% 70%
Therapy services 90% 70%
Drugs and Medications 90% 70%
OUTPATIENT CARE
Outpatient surgery 90% 70%
Second Surgical Opinion 100% 100%
Diagnostic services, lab and x-ray 90% 70%
MRI (require prior authorization) 90% 70%
Cardiac Rehabilitation 90% 70%
Physical, occupational & speech 90%, 10 visits each
therapy(1) per year 70%
Office visits $20 copayment then 90% 70%
Urgent Care $20 copayment then 90% 70%
Routine Physical exam $20 copayment then 100% not covered
Routine Testing (5 standard)(2) 100%, once per
benefit period not covered
Well child exam(3) $20 copayment then 90% not covered
Immunizations 90% not covered
Routine Mammogram 100%, once per
benefit period not covered
Routine Pap smear 100%, once per
benefit period not covered
Routine PSA 100% not covered
Prenatal and postnatal maternity care 90% 70%
Sterilization 90% 70%
Allergy test and treatment 90% 70%
Durable medical equipment 90% 70%
Hearing Services - 90%; exam, fitting, and aids not to exceed
Once every 5 years $850 per ear maximum
Emergency Room Services 100% copayment then 90% (not subject to
deductible).
Ambulance If admitted, copayment is waived.
90% (not subject to deductible)
MENTAL HEALTH AND
SUBSTANCE ABUSE
Inpatient(4) 90% Not covered
Outpatient benefit(5) $20 copayment Not covered
Skilled nursing facilities 90%, 100 days per
benefit period 70%
Home healthcare 90%, 100 visits per
benefit period 70%
Hospice 90% 70%
Organ transplants 90% 70%
67
ALL LIMITS ARE COMBINED NETWORK AND NON-NETWORK
1. After 10th visit, additional visits based upon medical necessity.
2. EKG, chest-x-ray, complete blood count, SMA 12, urinalysis.
3. Limited to $500 per benefit period.
ALL LIMITS ARE COMBINED NETWORK AND NON-NETWORK
1. After 10th visit, additional visits based upon medical necessity.
2. EKG, chest-x-ray, complete blood count, SMA 12, urinalysis.
3. Limited to $500 per benefit period.
4. Mental Health -- 60 days per calendar year maximum; Substance Abuse/
Detoxification - 5 days per admission, 3 admissions per lifetime.
5. Rehabilitation - 56 days per lifetime.
6. Outpatient Substance Abuse - 90 visits lifetime.
68
DeltaPremier USA
Summary of Dental Plan Benefits
Benefit Year - January 1 through December 31
DELTAPREMIER USA
SUMMARY OF DENTAL PLAN BENEFITS
BENEFIT YEAR - January 1 through December 31
Delta
COVERED SERVICES - Dental Pays You Pay
------------------ ----------- -------
CLASS I BENEFITS
DIAGNOSTIC AND PREVENTIVE SERVICES - Used to diagnose
and/or prevent dental abnormalities or disease (includes
exams, cleanings and fluoride treatments) 100% 0%
EMERGENCY PALLIATIVE TREATMENT - Used to temporarily
relieve pain 100% 0%
RADIOGRAPHS - X-rays 100% 0%
CLASS II BENEFITS
ORAL SURGERY SERVICES - Extractions and dental surgery,
including preoperative and postoperative care 50% 50%
ENDODONTIC SERVICES - Used to treat teeth with diseased
or damaged nerves (for example, root canals) 50% 50%
PERIODONTIC SERVICES - Used to treat diseases of the gums
and supporting structures of the teeth 50% 50%
RELINES AND REPAIRS - Relines and repairs to bridges and
dentures 50% 50%
MINOR RESTORATIVE SERVICES - Used to repair teeth damaged
by disease or injury (for example, amalgam [silver] and
resin [white] fillings) 50% 50%
MAJOR RESTORATIVE SERVICES - Used when teeth can't be
restored with another filling material (for example,crowns) 50% 50%
CLASS III BENEFITS
PROSTHODONTIC SERVICES - Used to replace missing natural
teeth (for example, bridges and dentures) 50% 50%
CLASS IV BENEFITS
ORTHODONTIC SERVICES (TO AGE 19) - None 50% 50%
Benefits are payable for routine prophylaxes twice in any 12-month period.
One additional periodontal prophylaxis is payable in any 12-month period.
Benefits for oral examinations, bitewing x-rays and fluoride treatment are
payable twice in any period of 12 consecutive months. Benefits for full mouth
x-rays (which include bitewing x-rays) are payable once in any three-year
period. There is no age limit for fluoride treatment. Sealants are only payable
for the occlusal surface of permanent teeth to
69
age 19. The surface must be free from decay and restorations. Sealants are
payable once per tooth per three-year period.
Benefit payments for Delta Dental providers will be based upon the lesser
of the submitted amount or usual, customary and reasonable (UCR) charges;
benefit payments for non-Delta Dental providers will be based upon the lesser of
the submitted amount or Delta Dental's non-participating dentist fee schedule.
Maximum Payment - $1,400 per person total per calendar year on Class I, Class II
and Class III Benefits. $2,000 per covered person for Orthodontic services
lifetime.
ANNUAL DEDUCTIBLE - $50 single; $150 family. Does not apply to Class I benefits
70
ARTICLE 33
BENEFITS (CONTINUED)
SECTION 2 - PENSION AND RETIREE MEDICAL
The Company agrees to contribute a maximum of $3.00 per actual hour worked
by covered employees (which will increase to $3.50 per hour beginning on August
16, 2004 and, $3.80 per hour beginning on August 16, 2005 to provide pension
benefits and/or retiree medical coverage for future eligible employees, and/or
medical coverage for retirees of the predecessor employer (provided, however,
that no contributions may be utilized for the purpose of providing medical
coverage for the retirees of the predecessor employer if such contribution
creates, or results in, any liability whatsoever on the part of the Company for
any obligation of the predecessor employer, or any independent obligation to the
retirees of the predecessor employer.) Contributions for future eligible
employee pension benefits will be made to the Steelworkers Multi-Employer
Pension Trust and contributions for retiree medical benefits will be made to a
Benefit Trust, as provided in Section 3 below. Said contributions constitute the
Company's sole obligation with respect to providing these benefits.
SECTION 3 - BENEFIT TRUST
TRUST
The parties will establish a Benefit Trust which will be dedicated to the
payment of certain medical, welfare and life insurance benefits as set forth
herein.
BENEFICIARIES
Retirees and dependents from USWA represented bargaining units of the Company
and retirees and dependents from USWA represented bargaining units of RTI and
its predecessor companies who were entitled to receive retiree insurance
benefits under the MLA.
71
COMPANY CONTRIBUTION
The Company shall make the following contributions to the Benefit Trust:
(i) on the Effective Date: $3 million;
(ii) that portion of the $3.00 per hour referred to in the SLA ($3.50 per
hour in year three of the contract, $3.80 in year four and $3.80 in
year five) which the Union directs the Company to contribute to the
Benefit Trust (which direction shall be provided by the Union within
nine months of the Effective Date);
(iii) within 45 days of the end of calendar quarter, a Profit-Sharing
Contribution consisting of 75% of the Pool in addition to the
obligations outlined in (i) - (ii) above;
(iv) upon funds becoming available from a loan or lending facility
secured in connection with a Government Loan, the Company shall make
a one-time contribution to the Benefit Trust equal to two percent
(2%) of the initial $100 million in net proceeds of the Government
Loan plus ten percent (10%) of the net incremental liquidity created
by net proceeds of the Government Loan in excess of $100 million.
If, for example, the Company obtains net proceeds of a $150 million
from a Government Loan, the Company will make a one-time
contribution of $7 million to the Benefit Trust assuming that the
Company pays down it's revolver by an incremental $50 million in
connection with the Government Loan ($2 million in connection with
the initial $100 million of proceeds and $5 million in connection
with remaining $50 million of net incremental liquidity).
REVIEW OF CONTRIBUTIONS
Upon determination of the amount of any Company Contribution, such
calculation shall be forwarded to the Union
72
for review. The Union shall have the right to review and audit any information,
calculation or other matter concerning the determination of the Company
Contribution. The Company shall provide the Union with any information
reasonably requested in connection with such review.
BOARD OF TRUSTEES
A Board of Trustees consisting of six members will govern the Benefit
Trust. Any disputes between or among the Trustees shall be subject to the
dispute resolution procedures established by the Trust Agreement.
The Trustees shall receive no compensation other than reimbursement for
reasonable and appropriate expenses.
BENEFITS
The Board of Trustees shall determine the health care, welfare and life
insurance benefits to be provided by the assets of the Trust based upon Company
Contributions, participant contributions and investment income.
FUNCTIONS OF THE TRUSTEES
The Board of Trustees shall be the plan sponsor and administrator and
Named Fiduciary of the Benefit Trust. The Trustees shall have all power and
authority provided under law for Named Fiduciaries and as specifically described
in the Trust Agreement, including, but not limited to, the management of the
assets of the Benefit Trust, the retention of such independent professionals as
the Trustees may deem necessary and appropriate and establishment and amendment
of the terms of the plan to provide health care and life insurance benefits.
EXPENSES
The costs of establishing and administering the Benefit Trust shall be
paid out of the assets of the Benefit Trust.
73
TRUST AGREEMENT
The parties shall adopt a mutually acceptable Trust Agreement establishing
the Benefit Trust.
SECTION 4 - LIFE INSURANCE
Life insurance is provided to all hourly employees on the first day of the
month following completions of 520 hours worked.
Life insurance benefits will be provided to active hourly employees based
upon the following schedule:
SCHEDULE OF LIFE INSURANCE
--------------------------
INSURANCE CLASS WITH LESS THAN 15
YEARS OF CONTINUOUS SERVICE LIFE INSURANCE
--------------------------------- --------------
1* $15,000
2 $15,500
3 $16,000
4 $16,500
5 $17,000
15 OR MORE YEARS OF CONTINUOUS SERVICE 50,000
* Labor grade is same as insurance class (adjusted annually).
SECTION 5 - SICKNESS & ACCIDENT BENEFITS
Employees are provided with S&A benefits upon completion of 520 hours of
work. The amount of weekly Sickness and Accident Benefits are shown in the
following schedule.
SCHEDULE OF SICKNESS AND ACCIDENT BENEFITS
------------------------------------------
INSURANCE CLASS SICKNESS AND ACCIDENT WEEKLY BENEFITS
--------------- -------------------------------------
1* $346.00
2 $359.00
3 $372.00
4 $385.00
5 $398.00
*Same as labor grade (adjusted annually)
74
For employees with less than 26 weeks of Continuous Service, the maximum
benefit period is the number of weeks of Continuous Service as of the date of
illness/injury.
For all other employees with less than two years of Continuous Service,
the maximum benefit period is 26 weeks.
For employees with more than two but less than 20 years of Continuous
Service, the maximum benefit period is 52 weeks.
For employees with more than 20 years of Continuous Service, the maximum
benefit period is 104 weeks.
75
ARTICLE 34
MISCELLANEOUS MATTERS
A. LETTERS OF UNDERSTANDING
1. PREFERENTIAL HIRING
April 12, 2002
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
U.S.W.A., District 1
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
SUBJECT: PREFERENTIAL HIRING FOR [NEWCO]
Dear ▇▇▇▇,
This is to confirm our understanding regarding the process that will be
utilized to provide preferential hiring opportunities at [NEWCO] ("the Company")
for former Republic Technologies International, INC. ("Predecessor Company")
employees. The governing principle of the parties in establishing this procedure
is to maintain the seniority rights and preferences of the RTI USWA represented
employees. The anticipated result is that the positions required by the Company
will initially be filled by hiring those employees who were displaced from those
positions with the Predecessor Company.
(A) Employees of the Predecessor Company will, for this purpose, be
considered as terminated by the Predecessor Company as of the
effective date of this MSLA, or if applicable, on the last day
worked in conjunction with any transition operations of the
Predecessor Company. Employees for the Company will be hired
directly into positions as though the Company were recalling such
employees from lay off
76
under the terms of the Master Agreement and/or Plant Specific Agreement
between the Predecessor Company and the United Steelworkers of America
("the USWA" or "the Union").
In the event no Predecessor Company employees are available on the
seniority rosters from any Predecessor Company location, hiring will be
permitted for other Predecessor Company locations in accordance with the
procedures of the Plant Transfer provisions (IJOP) of the Predecessor Company
MLA, without reference to the sixty (60) day layoff requirement.
All offers of hiring will be in writing and will be sent by certified letter to
the last address of record for the employee.
Sincerely,
__________________________
NEWCO
Confirmed:
__________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director, USWA, District 1
77
2. LORAIN EMPLOYEE MOVEMENT
April 12, 2002
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
U.S.W.A., District 1
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
SUBJECT: EMPLOYEE MOVEMENT BETWEEN
NEWCO AND USS-LORAIN TUBULAR
Dear ▇▇▇▇,
The parties agree to continue to facilitate movement of employees between
the two companies as follows:
1. The declared shutdown of the RTI-Lorain Plant gives the RTI
employees preference for hiring by the USS-Lorain Tubular plant, in
the manner spelled out in the Hiring Preference provisions of the
RTI Master Agreement and the RTI Plant Specific Agreement relative
to transfers between RTI-Lorain and Lorain Tubular Company; as well
as hiring preference by Newco as agreed to between the parties to
this MSLA.
2. Employees who transfer to Lorain Tubular (inter-company bid) will
have a thirty (30) day return right. Once the thirty (30) period is
completed, no return right or regression rights will be permitted.
An employee exercising a "30 day voluntary return right" will not be
permitted to apply for another inter-company transfer for a period
of one (1) year following such event. The two step bidding procedure
will be retained.
78
3. In order to maintain continuity of operations, and permit training
of a replacement, it is agreed that an employee, who is the
successful bidder on an inter-company bid, may be retained in his
then-current position for a period of up to ninety (90) days before
being released for transfer.
4. Employees moving between companies under this process shall maintain
continuous service for all purposes, as if the companies had not
been separated, except as inconsistent with relevant federal laws
and regulations.
Sincerely,
_____________________________
NEWCO
Confirmed:
_____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director, USWA, District 1
79
3. OVERTIME EQUALIZATION
April 12, 2002
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
U.S.W.A., District 1
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
SUBJECT: OVERTIME EQUALIZATION
Dear ▇▇▇▇:
This is to confirm our understanding regarding the process that will be
utilized for overtime distribution. It is agreed that within 30 days of the
Effective Date of the MSLA, the parties will develop procedures for the
equalization of overtime opportunities. While it is desired that such procedures
be consistent throughout the Company, it is recognized that some variations may
exist from location to location. It is agreed, however, that all such procedures
will include a requirement that participants must be qualified to perform the
work included in the overtime opportunity offered and shall provide similar
standards and criteria as are currently established under the USWA/RTI Basic
Labor Agreements.
Sincerely,
____________________________
NEWCO
Confirmed:
____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director, USWA, District 1
80
B. EMERGENCY STEEL LOAN GUARANTEE
The Company will vigorously pursue financing under the Emergency Steel
Loan Guarantee Program (a "Government Loan") on acceptable terms.
C. INVESTMENT COMMITMENT
The Company will not make any investment outside the steel industry
without the approval of the Union (such approval to not be unreasonably
withheld).
81
ARTICLE 35
TERMINATION DATE
SECTION 1
Except as otherwise provided below, this Agreement shall terminate at the
expiration of sixty (60) days after either party shall be given written notice
of termination to the other party but in any event shall not terminate earlier
than August 15, 2007 at 11:59 P.M.
SECTION 2
If either party gives such notice, the parties shall meet within thirty
(30) days thereafter to negotiate. If the parties shall not agree with respect
to such matters by the end of sixty (60) days after the giving of such notice,
either party may; thereafter resort to strike or lockout as the case may be in
support of its position.
SECTION 3
Any notice to be given under this Agreement shall be given by registered
mail; to be completed by and at the time of mailing; and, if by the Company, be
addressed to:
United Steelworkers of America
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and if by the Union, addressed to:
Republic Engineered Products, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Either party may, by like written notice, change the address to which registered
mail notice to it shall be given.
82
UNITED STEEL WORKERS REPUBLIC ENGINEERED
AFL-CIO-CLC PRODUCTS, INC.
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President President & CEO
▇▇▇▇▇ ▇. ENGLISH ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Secretary-Treasurer Vice President Human
Resources
▇▇▇▇▇▇ ▇. PALM ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President, Administration Director, Employee
Relations
▇▇▇▇ ▇▇▇▇▇
Vice President, Human Affairs
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman of the Negotiating Committee Director,
District 1
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Secretary of the Negotiating Committee
Sub-District Director, District 7
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Sub-District Director, District 1
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Sub-District Director, District 4
▇▇▇ ▇▇▇▇▇
Staff Representative, District 4
83
APPENDIX A
WAGE SCALES -
CANTON, MASSILLON MACHINE/FAB SHOP & LACKAWANNA
LABOR EFFECTIVE
GRADE JC DATE 8/16/04 8/16/05 8/16/06
----- -- --------- ------- ------- -------
1
2
1 3 $12.84 $13.34 $13.84 $14.34
4
5
6
2 7 $13.73 $14.23 $14.73 $15.23
8
9
10
11
12
13
3 14 $14.77 $15.27 $15.77 $16.27
15
16
17
18
19
20
4 21 $15.97 $16.47 $16.97 $17.47
22
23
24
25
26
27
28
29
5 30 $17.31 $17.81 $18.31 $18.81
31
32
33
34
NOTE: Rates in effect at Cast Roll(TM) Canton will remain
84
APPENDIX A
WAGE SCALES -
COLD FINISHED FACILITIES (MASSILLON & ▇▇▇▇)
LABOR EFFECTIVE
GRADE JC DATE 8/16/04 8/16/05 8/16/06
----- -- --------- ------- ------- -------
1
2
1 3 $12.73 $13.23 $13.73 $14.23
4
5
6
7
8
2 9 $13.93 $14.43 $14.93 $15.43
10
11
12
13
14
15
16
3 17 $15.12 $15.62 $16.12 $16.62
18
19
20
21
22
23
24
25
4 26 $16.46 $16.96 $17.46 $17.96
27
28
29
30
31
5 32 $17.06 $17.56 $18.06 $18.56
33
34
85
APPENDIX A
WAGE SCALES -
LORAIN
LABOR EFFECTIVE
GRADE JC DATE 8/16/04 8/16/05 8/16/06
----- -- --------- ------- ------- -------
1
2
3
1 4 $13.98 $14.48 $14.98 $15.48
5
6
7
8
9
2 10 $14.70 $15.20 $15.70 $16.20
11
12
13
3 14 $15.42 $15.92 $16.42 $16.92
15
16
17
18
19
4 20 $16.67 $17.17 $17.67 $18.17
21
22
23
24
25
5 26 $17.56 $18.06 $18.56 $19.06
27
28
86
APPENDIX A
WAGE SCALES -
OFFICE AND TECHNICAL (LORAIN)
LABOR
GRADE JC EFFECTIVE DATE 8/16/04 8/16/05 8/16/06
----- -- -------------- ------- ------- -------
1
2 Hourly $ 17.10 $ 17.60 $ 18.10 $ 18.60
3 Equivalent
1 4
5 BiWeekly $1368.00 $1408.00 $1448.00 $1488.00
6 Salary
7
8
Hourly $ 18.10 $ 18.60 $ 19.10 $ 19.60
Equivalent
9 and
2 above
BiWeekly $1448.00 $1488.00 $1528.00 $1568.00
Salary
WAGE SCALES -
OFFICE AND TECHNICAL (▇▇▇▇)
EFFECTIVE DATE 8/16/04 8/16/05 8/16/06
-------------- ------- ------- -------
Hourly $14.137 $14.637 $15.137 $15.637
Rate
87
2004
JANUARY FEBRUARY MARCH
S M T W T F S S M T W T F S S M T W T F S
1 2 3 1 2 3 4 5 6 7 1 2 3 4 5 6
4 5 6 7 8 9 10 8 9 10 11 12 13 14 7 8 9 10 11 12 13
11 12 13 14 15 16 17 15 16 17 18 19 20 21 14 15 16 17 18 19 20
18 19 20 21 22 23 24 22 23 24 25 26 27 28 21 22 23 24 25 26 27
25 26 27 28 29 30 31 29 28 29 30 31
APRIL MAY JUNE
S M T W T F S S M T W T F S S M T W T F S
1 2 3 1 1 2 3 4 5
4 5 6 7 8 9 10 2 3 4 5 6 7 8 6 7 8 9 10 11 12
11 12 13 14 15 16 17 9 10 11 12 13 14 15 13 14 15 16 17 18 19
18 19 20 21 22 23 24 16 17 18 19 20 21 22 20 21 22 23 24 25 26
25 26 27 28 29 30 31 23 24 25 26 27 28 29 27 28 29 30
30 31
JULY AUGUST SEPTEMBER
S M T W T F S S M T W T F S S M T W T F S
1 2 3 1 2 3 4 5 6 7 1 2 3 4
4 5 6 7 8 9 10 8 9 10 11 12 13 14 5 6 7 8 9 10 11
11 12 13 14 15 16 17 15 16 17 18 19 20 21 12 13 14 15 16 17 18
18 19 20 21 22 23 24 22 23 24 25 26 27 28 19 20 21 22 23 24 25
25 26 27 28 29 30 31 29 30 31 26 27 28 29 30
OCTOBER NOVEMBER DECEMBER
S M T W T F S S M T W T F S S M T W T F S
1 2 1 2 3 4 5 6 1 2 3 4
3 4 5 6 7 8 9 7 8 9 10 11 12 13 5 6 7 8 9 10 11
10 11 12 13 14 15 16 14 15 16 17 18 19 20 12 13 14 15 16 17 18
17 18 19 20 21 22 23 21 22 23 24 25 26 27 19 20 21 22 23 24 25
24 25 26 27 28 29 30 28 29 30 26 27 28 29 30 31
31
2005
JANUARY FEBRUARY MARCH
S M T W T F S S M T W T F S S M T W T F S
1 1 2 3 4 5 1 2 3 4 5
2 3 4 5 6 7 8 6 7 8 9 10 11 12 6 7 8 9 10 11 12
9 10 11 12 13 14 15 13 14 15 16 17 18 19 13 14 15 16 17 18 19
16 17 18 19 20 21 22 20 21 22 23 24 25 26 20 21 22 23 24 25 26
23 24 25 26 27 28 29 27 28 27 28 29 30 31
30 31
APRIL MAY JUNE
S M T W T F S S M T W T F S S M T W T F S
1 2 1 2 3 4 5 6 7 1 2 3 4
3 4 5 6 7 8 9 8 9 10 11 12 13 14 5 6 7 8 9 10 11
10 11 12 13 14 15 16 15 16 17 18 19 20 21 12 13 14 15 16 17 18
17 18 19 20 21 22 23 22 23 24 25 26 27 28 19 20 21 22 23 24 25
24 25 26 27 28 29 30 29 30 31 26 27 28 29 30
JULY AUGUST SEPTEMBER
S M T W T F S S M T W T F S S M T W T F S
1 2 1 2 3 4 5 6 1 2 3
3 4 5 6 7 8 9 7 8 9 10 11 12 13 4 5 6 7 8 9 10
10 11 12 13 14 15 16 14 15 16 17 18 19 20 11 12 13 14 15 16 17
17 18 19 20 21 22 23 21 22 23 24 25 26 27 18 19 20 21 22 23 24
24 25 26 27 28 29 30 28 29 30 31 25 26 27 28 29 30
31
OCTOBER NOVEMBER DECEMBER
S M T W T F S S M T W T F S S M T W T F S
1 1 2 3 4 5 1 2 3
2 3 4 5 6 7 8 6 7 8 9 10 11 12 4 5 6 7 8 9 10
9 10 11 12 13 14 15 13 14 15 16 17 18 19 11 12 13 14 15 16 17
16 17 18 19 20 21 22 20 21 22 23 24 25 26 18 19 20 21 22 23 24
23 24 25 26 27 28 29 27 28 29 30 25 26 27 28 29 30 31
30 31
89
2006
JANUARY FEBRUARY MARCH
S M T W T F S S M T W T F S S M T W T F S
1 2 3 4 5 6 7 1 2 3 4 1 2 3 4
8 9 10 11 12 13 14 5 6 7 8 9 10 11 5 6 7 8 9 10 11
15 16 17 18 19 20 21 12 13 14 15 16 17 18 12 13 14 15 16 17 18
22 23 24 25 26 27 28 19 20 21 22 23 24 25 19 20 21 22 23 24 25
29 30 31 26 27 28 26 27 28 29 30 31
APRIL MAY JUNE
S M T W T F S S M T W T F S S M T W T F S
1 2 1 2 3 4 5 6 7 1 2 3 4 5 6 7
3 4 5 6 7 8 9 8 9 10 11 12 13 14 8 9 10 11 12 13 14
10 11 12 13 14 15 16 15 16 17 18 19 20 21 15 16 17 18 19 20 21
17 18 19 20 21 22 23 22 23 24 25 26 27 28 22 23 24 25 26 27 28
24 25 26 27 28 29 30 29 30 31 29 30
JULY AUGUST SEPTEMBER
S M T W T F S S M T W T F S S M T W T F S
1 2 3 4 5 1 2 1 2 3 4 5 6
6 7 8 9 10 11 12 3 4 5 6 7 8 9 7 8 9 10 11 12 13
13 14 15 16 17 18 19 10 11 12 13 14 15 16 14 15 16 17 18 19 20
20 21 22 23 24 25 26 17 18 19 20 21 22 23 21 22 23 24 25 26 27
27 28 29 30 31 24 25 26 27 28 29 30 28 29 30
31
OCTOBER NOVEMBER DECEMBER
S M T W T F S S M T W T F S S M T W T F S
1 2 3 4 1 1 2 3 4 5 6
5 6 7 8 9 10 11 2 3 4 5 6 7 8 7 8 9 10 11 12 13
12 13 14 15 16 17 18 9 10 11 12 13 14 15 14 15 16 17 18 19 20
19 20 21 22 23 24 25 16 17 18 19 20 21 22 21 22 23 24 25 26 27
26 27 28 29 30 31 23 24 25 26 27 28 29 28 29 30 31
30
90
2007
JANUARY FEBRUARY MARCH
S M T W T F S S M T W T F S S M T W T F S
1 2 3 1 2 3 4 5 1 2 3 4 5
4 5 6 7 8 9 10 6 7 8 9 10 11 12 6 7 8 9 10 11 12
11 12 13 14 15 16 17 13 14 15 16 17 18 19 13 14 15 16 17 18 19
18 19 20 21 22 23 24 20 21 22 23 24 25 26 20 21 22 23 24 25 26
25 26 27 28 29 30 31 27 28 27 28 29 30 31
APRIL MAY JUNE
S M T W T F S S M T W T F S S M T W T F S
1 2 1 2 3 4 5 6 7 1 2 3 4
3 4 5 6 7 8 9 8 9 10 11 12 13 14 5 6 7 8 9 10 11
10 11 12 13 14 15 16 15 16 17 18 19 20 21 12 13 14 15 16 17 18
17 18 19 20 21 22 23 22 23 24 25 26 27 28 19 20 21 22 23 24 25
24 25 26 27 28 29 30 29 30 31 26 27 28 29 30
JULY AUGUST SEPTEMBER
S M T W T F S S M T W T F S S M T W T F S
1 2 1 2 3 4 5 6 1 2 3
3 4 5 6 7 8 9 7 8 9 10 11 12 13 4 5 6 7 8 9 10
10 11 12 13 14 15 16 14 15 16 17 18 19 20 11 12 13 14 15 16 17
17 18 19 20 21 22 23 21 22 23 24 25 26 27 18 19 20 21 22 23 24
24 25 26 27 28 29 30 28 29 30 31 25 26 27 28 29 30
31
OCTOBER NOVEMBER DECEMBER
S M T W T F S S M T W T F S S M T W T F S
1 1 2 3 4 5 1 2 3
2 3 4 5 6 7 8 6 7 8 9 10 11 12 4 5 6 7 8 9 10
9 10 11 12 13 14 15 13 14 15 16 17 18 19 11 12 13 14 15 16 17
16 17 18 19 20 21 22 20 21 22 23 24 25 26 18 19 20 21 22 23 24
23 24 25 26 27 28 29 27 28 29 30 25 26 27 28 29 30 31
30 31
91
2008
JANUARY FEBRUARY MARCH
S M T W T F S S M T W T F S S M T W T F S
1 2 3 4 5 6 1 2 3 4 5 1 2 3 4
7 8 9 10 11 12 13 6 7 8 9 10 11 12 5 6 7 8 9 10 11
14 15 16 17 18 19 20 13 14 15 16 17 18 19 12 13 14 15 16 17 18
21 22 23 24 25 26 27 20 21 22 23 24 25 26 19 20 21 22 23 24 25
28 29 30 31 27 28 29 26 27 28 29 30 31
APRIL MAY JUNE
S M T W T F S S M T W T F S S M T W T F S
1 1 2 3 4 5 6 1 2 3
2 3 4 5 6 7 8 7 8 9 10 11 12 13 4 5 6 7 8 9 10
9 10 11 12 13 14 15 14 15 16 17 18 19 20 11 12 13 14 15 16 17
16 17 18 19 20 21 22 21 22 23 24 25 26 27 18 19 20 21 22 23 24
23 24 25 26 27 28 29 28 29 30 31 25 26 27 28 29 30
30
JULY AUGUST SEPTEMBER
S M T W T F S S M T W T F S S M T W T F S
1 1 2 3 4 5 1 2
2 3 4 5 6 7 8 6 7 8 9 10 11 12 3 4 5 6 7 8 9
9 10 11 12 13 14 15 13 14 15 16 17 18 19 10 11 12 13 14 15 16
16 17 18 19 20 21 22 20 21 22 23 24 25 26 17 18 19 20 21 22 23
23 24 25 26 27 28 29 27 28 29 30 31 24 25 26 27 28 29 30
30 31
OCTOBER NOVEMBER DECEMBER
S M T W T F S S M T W T F S S M T W T F S
1 2 3 4 5 6 7 1 2 3 4 1 2
8 9 10 11 12 13 14 5 6 7 8 9 10 11 3 4 5 6 7 8 9
15 16 17 18 19 20 21 12 13 14 15 16 17 18 10 11 12 13 14 15 16
22 23 24 25 26 27 28 19 20 21 22 23 24 25 17 18 19 20 21 22 23
29 30 31 26 27 28 29 30 24 25 26 27 28 29 30
31
92
NOTES
93
NOTES
94
NOTES
95