**Exhibit 10.6**

COLLECTIVEBARGAINING

AGREEMENT

BETWEEN

GLAZIERSARCHITECTURAL METAL

&

GLASS WORKERS LOCAL 1621

AND

INTERNATIONALWINDOW

NORTHERN CALIFORNIA

Effective

March 1, 2005 – February 28, 2008

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TABLE OF CONTENTS
|                                           |   |                  |   | **Pg. #** |
|-------------------------------------------|--------|-----------------------|--------|-----------|
|                                      |   |                  |   |      |
| ADDITIONAL SHIFTS                         |   | ARTICLE 11            |   | 9         |
| DISCIPLINE AND DISCHARGE                  |   | ARTICLE 20            |   | 16        |
| EMPLOYEE RETIREMENT SAVINGS PROGRAM       |   | ARTICLE 27            |   | 22        |
| EQUAL EMPLOYMENT OPPORTUNITY              |   | ARTICLE   4 |   | 4         |
| GENERAL PROVISIONS                        |   | ARTICLE 31            |   | 24        |
| HEALTH, DENTAL, LIFE AND VISION INSURANCE |   | ARTICLE 26            |   | 21        |
| HOLIDAY PAY                               |   | ARTICLE 24            |   | 19        |
| INDUSTRIAL INJURIES                       |   | ARTICLE 21            |   | 17        |
| JOB BIDDING PROCEDURE                     |   | ARTICLE 16            |   | 13        |
| JOB CLASSIFICATIONS                       |   | ARTICLE 29            |   | 24        |
| JOINT COMMITTEE ON INDUSTRIAL RELATIONS   |   | ARTICLE 30            |   | 24        |
| LEAVES OF ABSENCE                         |   | ARTICLE 28            |   | 23        |
| MANAGEMENT RIGHTS                         |   | ARTICLE   2 |   | 2         |
| NO STRIKE NO LOCKOUT                      |   | ARTICLE   3 |   | 3         |
| OVERTIME                                  |   | ARTICLE 13            |   | 10        |
| PAID VACATIONS                            |   | ARTICLE 23            |   | 18        |
| PAY CONDITIONS                            |   | ARTICLE   9 |   | 7         |
| PAYROLL CHECK-OFF OF UNION DUES           |   | ARTICLE   6 |   | 5         |
| PROBATIONARY PERIOD                       |   | ARTICLE   7 |   | 6         |
| RECOGNITION                               |   | ARTICLE   1 |   | 2         |
| REGULAR WORK TIME                         |   | ARTICLE   8 |   | 6         |
| REPRESENTATION                            |   | ARTICLE 17            |   | 14        |
| SENIORITY AND CONTINUOUS SERVICE          |   | ARTICLE 15            |   | 12        |
| SETTLEMENT OF DISPUTE/GRIEVANCE PROCEDURE |   | ARTICLE 19            |   | 15        |
| SHOP STEWARDS                             |   | ARTICLE 18            |   | 14        |
| SHOW UP TIME                              |   | ARTICLE 12            |   | 9         |
| SICK PAY                                  |   | ARTICLE 25            |   | 20        |
| SOLE AND ENTIRE AGREEMENT                 |   | ARTICLE 32            |   | 25        |
| TERM OF AGREEMENT                         |   | ARTICLE 33            |   | 26        |
| TOOLS                                     |   | ARTICLE 22            |   | 18        |
| TRUCK BREAKDOWNS OR IMPASSABLE HIGHWAYS   |   | ARTICLE 14            |   | 11        |
| UNION SECURITY                            |   | ARTICLE   5 |   | 4         |
| WAGES                                     |   | ARTICLE 10            |   | 7         |
| WAGES SHEDULE                             |   | EXHIBIT A             |   | 27        |

 

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This Agreement is madeand entered into this 1st day of March 2005 by and between International Window- Northern California (hereinafter referred to as the “Company”) and GlaziersArchitectural Metal And Glass Workers Union, Local 1621 (hereinafter referredto as the “Union”).

Whereas, the Company’sobligation to operate its business profitably and to fulfill its obligation toits employees to pay a fair day’s pay for a fair day’s work should not beobstructed by disputes between it and its employees; and

Whereas, it is the intentof the parties to set forth herein their agreement with respect to rates ofpay, hours of work, and conditions of employment to be observed by the Company,the Union, and employees covered by this Agreement; to promote harmoniousrelations between the Company, its employees, and the Union; and

Whereas, it is the desireof all parties hereto to further all of the aforementioned ends in enteringinto this Agreement:

Now, therefore, it ismutually understood and agreed by and between the parties hereto as follows:

### **ARTICLE 1**

#### **RECOGNITION**

The Companyrecognizes the right of employees covered by this Agreement toself-organization and to bargain collectively with representatives of their ownchoosing and, accordingly, hereby recognize the Union as the exclusiverepresentative for the purposes of collective bargaining with respect to ratesof pay, hours of employment and other terms and conditions of employment forits unit employees in a unit consisting of all production and maintenanceemployees employed by the Company at its Hayward, California facility,including warehousemen, truck drivers, insulated workers, window makers, doorand window assemblers and maintenance workers, excluding all other employees,material counter employees, office clerical employees, guards and supervisorsas defined in the National Labor Relations Act.

### **ARTICLE 2**

MANAGEMENT RIGHTS

Section 1.

The Companyexpressly retains the complete and exclusive rights, powers and authority tomanage its operation and direct its employees except as the terms of thisAgreement expressly and/or specifically limit said rights, powers andauthority.  These retained rights, powersand authority include, but are not limited to, the right to determine themethods of producing, selling, marketing, financing and advertising productsand services; to determine the prices of products and services; to determinemethods, processes, standards, means, schedules and volume of production,manufacture, re-manufacture, operation, fabrication, repair, distribution,licensing, administration and sales; to determine product lines and types ofservice; to establish, revise or continue policies, practices or procedures forthe conduct of the business; to determine or redetermine the number, location,relocation and types of its operations, tile types and distributions of workwithin the locations, and the methods, processes, services, equipment andmaterials to be utilized; to establish, continue or discontinue processes,functions, operations and services and/or their performance by employees of theCompany; to determine employees’ starting and quitting times and the number ofhours per day and per week operations shall be carried on and any employeeshall work; to select, assign and reassign work to employees or others inaccordance with requirements determined by management; to determine theexistence, amount or lack of work; to make and enforce reasonable rules for themaintenance of discipline, efficiency, security or safety; to hire, promote,demote, transfer, layoff, recall and terminate employees; to assign andreassign employees to duties, shifts and hours of work; to maintain order,efficiency and security in its operation; to discharge, suspend or otherwise disciplineemployees; to determine the size, composition and distribution of the

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working force; tosupervise and direct employees in the performance of their duties; to set,enforce and change production standards to ensure quality control and theproper and efficient use of the working force and equipment.

Section 2.

It is specificallyunderstood that the enumeration of certain management prerogatives listed aboveshall not be deemed to exclude other management prerogatives not specificallyenumerated above.  It is furtherspecifically agreed that all the rights, powers or authority vested in theEmployer, except those specifically abridged, delegated, deleted and/ormodified by the express terms of this Agreement, are retained by the Employer.

Section 3.

The abovestatement of management rights are subject to the provisions of this Agreementand any complaint or dispute concerning exercise of any such managementprerogative shall constitute a grievance within the meaning of this Agreement.

### **ARTICLE 3**

##### ***NO STRIKE NO LOCKOUT***

Section 1.

The Union and thecompany have provided in this Agreement an orderly and rational way ofresolving disputes covering the terms of this Contract and involving employeesin this bargaining unit.  Both theCompany and the Union pledge to utilize the grievance procedure whereverapplicable and declare their opposition to lockouts and strikes in attemptingto resolve such disputes.

###### **Section 2. No Lockout**

The Company agreesthat during the term of this Agreement, it will not engage in any lockout ofits employees covered by this Agreement.

###### **Section 3. No Strike**

During the term ofthis Agreement there shall be no strike (sympathy or otherwise), slowdown,sick-in, work stoppages, picketing, hand-billing, boycotting, or otherrestriction of or interference with the operations of the Company or directedagainst the Company at its Hayward location or at any location or worksite.  Any employee covered by thisAgreement engaging in any such activity will neither earn, accrue, nor receiveany benefits that may otherwise have occurred or accrued during the time theemployee is engaged in any such activity. The Company may also discharge or otherwise discipline any such employeeand said discharge or other discipline will not be subject to the grievanceprovisions of this Agreement.  The onlymatter under this Section (No Strike No Lockout) which may be subject toarbitration is whether or not the conduct which is alleged to have occurred,did in fact occur.

Section 4.

The Union and theCompany agree that neither it nor its officers or agents will engage in, cause,encourage, permit, condone or sanction any conduct specifically precluded bythis Article and will make every reasonable effort to discourage and terminatesuch activity.

Section 5.

No employee shallbe required to cross a lawful, primary picket line sanctioned by Glaziers,Architectural Metal and Glass Workers, Local No. 1621 established at locationsother than the Company plant (as defined in this Agreement).

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**ARTICLE 4**

##### ***EQUAL EMPLOYMENT OPPORTUNITY***

Neither theCompany nor the Union shall discriminate against any employee or job applicantbecause of such person’s race, color, creed, sex, national origin, age (inconformity with the Age Discrimination in Employment Act) or physical handicap(to the extent they are able to perform the essential functions of theirjob).  Whenever the masculine pronoun isused in the Agreement it shall refer to both genders.  The masculine, feminine and neuter gendersshall be deemed to include the others, unless a different meaning is plainlyrequired by the contract.

### **ARTICLE 5**

##### ***UNION SECURITY***

Section 1.

Each employeewhose employment commenced before July 13, 1987, shall waive the right to joinor refuse to join the Union at any time. Such employees who join the Union shall maintain their membership ingood standing, and as a condition of continued employment with the Company,remain a member in good standing of the Union.

Each employee whocommences his/her employment after July 13, 1987, shall on the thirty-first (31st)day following the beginning of his/her employment become and thereafter remaina Union member in good standing as a condition of continued employment.

Section 2.

The Union agreesthat neither it nor any of its officers or members will coerce employees intomembership or dues or other Union activity during working time unlessspecifically authorized by the Company in writing.

The Company agreesthat it will not interfere with, restrain, or coerce employees because ofmembership or any lawful activity in the Union.

Section 3.

A member in goodstanding is defined to mean:  An employeewho tenders directly to the Union or authorizes payroll check-off to the Unionof the Union’s uniform initiation fees and the current month’s regular Uniondues.  Any employee failing to maintain “goodstanding” shall, upon written notice from the Union to the Company, be removedfrom work within five (5) days.

Section 4.

The Union herebyindemnifies the Company and promises to save harmless from any and all claimswhich may be made against it by any employee who is discharged pursuant to thisArticle.

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**ARTICLE 6**

##### ***PAYROLL CHECK-OFF OF UNION DUES***

The Company andthe Union agree to a voluntary payroll check-off system for employees who electto authorize the Company to deduct from their pay the monthly Union dues andinitiation fees required as a condition of employment for those employees asper Article 5, with the following stipulations:

Section 1.

The Company willnotify the Union of all new hires.  TheUnion agrees to furnish the Company with signed voluntary authorizationcards.  The Union also agrees to furnishthe Company monthly with a duplicate list of all employees who have signed saidauthorization cards.

Section 2.

During the term ofthis agreement and during any extension thereof, as provided in this agreement,the Company shall deduct on the second pay period of the month the Union duesand initiation fees as designated on the voluntary authorization cards signedby the individual employees.  The Companyshall remit such deductions together with a duplicate copy of the check-offlist to the Union.

Section 3.

Upon notificationfrom the Union that any employee is in arrears in Union dues or initiation feesor any part thereof, the Company will deduct the amount of arrearage or unpaidinitiation fee at the same time that deductions are made for Union dues to theextent that such deduction is authorized by said voluntary authorization card.

Section 4.

The Union herebyindemnifies the Company and promises to save it harmless from any and allclaims which may be made against it by an employee for amounts deducted fromwages as herein provided.

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**ARTICLE 7**

##### ***PROBATIONARY PERIOD***

Section 1.

All new employeeshired on or after the signing of this Agreement, shall be on probation for thefirst ninety (90) calendar days of employment. During the probationary period, the Company shall have the absoluteright, in its sole discretion, to discharge or lay off any probationaryemployee for any reason.  Suchprobationary employees shall have no recourse to the grievance procedure inthis Agreement in connection with such Company actions.

Section 2.

Upon completion ofthe probationary period, seniority will be computed from the employee’soriginal date of hire.  During thisperiod of time new employees may not be entitled to any of the benefitsspecified for non-probationary employees.

Section 3.

Prior to thecompletion of the first ninety (90) calendar days, the employee shall have noseniority rights.

### **ARTICLE 8**

##### ***REGULAR WORK TIME***

Section 1.

This Article isintended to provide a definition of regular hours or days of work and shall notbe construed as a guarantee of hours of work per day or per week, or days ofwork per week.

Section 2.

Eight (8) hoursshall constitute a regular work day. Five (5) days shall constitute a regular work week, from Monday throughFriday, inclusive.  The regular day shiftmay start at any time between six (6:00) a.m. and eight (8:00) a.m.  The regular swing shift may start at any timebetween two-thirty (2:30) p.m. and four-thirty (4:30) p.m. The Company shallnotify the Union, in writing, of the time elected as the normal shift startingtime.

Section 3.

In unusual oremergency circumstances the Company reserves the right to select individuals ordepartment shifts to start at times other than the usual starting time.  Employees with different starting times willbe personally notified as such.

Section 4.

The regular workday shall continue uninterrupted for eight (8) hours, except for a meal periodof at least one-half (1/2) hour, at approximately mid-shift.  Also, a ten (10) minute rest period, to beprovided midway in the morning, and ten (10) minutes midway in theafternoon.  This shall be applicable toall Shifts.

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**ARTICLE 9**

##### ***PAY CONDITIONS***

Section 1.

All employees shallbe employed and paid on an hourly basis. They shall be paid at least once a week in accordance with the terms ofthis Agreement.

Section 2.

No more than one(1) week’s pay will be held back from an employee.

Section 3.

An employee, whendischarged, shall at the time be paid in full for his services.  In case of failure to comply with thisSection, the employee shall be paid for normal additional working hours whilewaiting, until he is paid in full. Employees working the second and third shifts shall be paid in full by10:00 a.m. the following work day.

Section 4.

No piece work,unless agreed upon between the parties, shall be permitted on any type of workcovered by this Agreement, however, this shall not in any way restrict theCompany’s right to set production standards as they relate to the performanceof work.  Neither the Company, nor theagent of the Union, or an employee covered by this Agreement, shall give oraccept, directly or indirectly any rebate of wages.

Section 5.

Records, verifiedby each employee, shall be kept by the Company for a period of ninety days,showing the individual straight and overtime hours worked under thisAgreement.  Said record shall be subjectto examination by an authorized representative by the Union at any reasonabletime or times during regular working hours by the Union.

### **ARTICLE 10**

##### ***WAGES***

Section 1.

All employeesworking in classifications covered by this agreement, unless otherwisespecified shall be paid no less than the classification rate set forth in theattached Exhibit “A”.

###### **Section 2. General Wage Increase**

###### **The general wage increase for the term of thecontract will be granted in accordance with the classification rates set forthin the attached Exhibit “A” and the following schedule and rules:**

Effective February 27,2005
| Amount the employee’s  current  straight time hourly rate of pay is  over their job grade | ** ** | **Amount of increase to be added to  the employee’s straight time hourly  rate of pay** | ** ** |
|------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------|------------|
| $0.05 to $0.50 over                                                                            |       | 90% of appendix  A increase                                                                  |       |
| $0.51 to $1.00  over                                                                           |       | 85% of appendix  A increase                                                                  |       |
| $1.01 or more over                                                                             |       | 75% of appendix  A increase                                                                  |       |

 

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Effective February 26,2006
| Amount the employee’s  current  straight time hourly rate of pay is  over their job grade | ** ** | **Amount of increase to be added to  the employee’s straight time hourly  rate of pay** | ** ** |
|------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------|------------|
| $0.04 to $0.50  over                                                                           |       | 90% of appendix  A increase                                                                  |       |
| $0.51 to $1.00  over                                                                           |       | 85% of appendix  A increase                                                                  |       |
| $1.01 to $1.50  over                                                                           |       | 75% of appendix  A increase                                                                  |       |

 

Effective February 25,2007
| Amount the employee’s  current  straight time hourly rate of pay is  over their job grade | ** ** | **Amount of increase to be added to  the employee’s straight time hourly  rate of pay** | ** ** |
|------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------|------------|
| $0.04 to $0.50  over                                                                           |       | 90% of appendix  A increase                                                                  |       |
| $0.51 to $1.00  over                                                                           |       | 85% of appendix  A increase                                                                  |       |
| $1.01 to $1.50  over                                                                           |       | 75% of appendix  A increase                                                                  |       |

 

Leadperson:   TheLeadperson will receive $.60 per hour over the highest grade supervised exceptthe department specialist.

Section 3

It is understoodthat the classification rates listed in Exhibit “A” are hourly rates forexperienced employees (after normal progression) for each classification.  Any employee, at the signing of thisAgreement, receiving more than these rates while remaining continuouslyemployed shall not suffer a reduction of wages during the life of thisAgreement, unless specified elsewhere.

###### **Section 4Progression**

People may behired at the State of California or Federal minimum hourly wage, whichever ishigher.  Effective the first Monday ofeach month they shall receive a minimum fifteen cents ($ 0.15) per hourincrease and thereafter every first Monday of the following month shall beraised a minimum fifteen cents ($0.15) per hour until they reach the properrate of pay for their classification. Progressionary movement in classification grades shall be at the rate offifteen cents ($0.15) per hour and paid in the same manner as above.

Those employeesclassified as Truck drivers or Maintenance Technicians who are in progressionshall be paid forty cents ($ 0.40) per hour progression until they reach theproper rate of pay for their classification. Those employees classified as Maintenance Helpers who are in progressionshall be paid twenty-five cents ($ 0.25) per hour progression until they reachthe proper rate of pay for their classification.

All employees whoare in progression towards scale and have not yet achieved scale prior to thegeneral wage increase dates in Exhibit A shall continue in progression untilreaching the new scale.

Section 5.

Employees who arereclassified into a lower paying classification on a permanent basis forwhatever reason shall receive a rate as agreed to by the Company and the Unionor the rate for that classification as listed in Exhibit “A”.

Section 6.

The Company may,in addition to the minimum wage rates set forth in this Agreement, award meritincreases.  The granting or withdrawal ofsuch amounts shall be the exclusive right of the Company.

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Section 7.

The Company may,after discussion of all aspects of said program with the Union, establish aperformance bonus pay program at any time during the term of thisAgreement.  Such program payoffs would bein addition to the wages paid in accordance with the terms of thisAgreement.  The establishment of thestandards, amount of payoff, criteria and the total implementation,administration or discontinuance of such a pay program rests exclusively withthe Company and would not be subject to the grievance and arbitrationprocedure.

### **ARTICLE 11**

##### ***ADDITIONAL SHIFTS***

 

All employeesassigned to the swing shift shall receive twenty-five cents (.25¢) per hourabove their regular straight time hourly rate of pay.  All employees assigned to the graveyard shiftshall receive thirty cents (.30¢) per hour above the regular time hourly rateof pay.  Shift differential shall be paidfor only those hours actually worked during swing shift or graveyard shift.

### **ARTICLE 12**

##### ***SHOW-UP TIME***

Section 1.

Provided they areavailable at the regular starting time, employees ordered to work for whom nowork is provided, shall receive a minimum of four (4) hours pay, and if saidemployees work five (5) or more hours, they shall receive eight (8) hourspay.  However, if an employee elects toleave his employment before the end of the shift, he shall only be paid for theactual time worked.

In carrying outthe above, employees shall be considered as having been scheduled to work ifthe foreman or plant manager, or person in charge of the operation, or hisrepresentative, fails to notify such employees not to report by the end of theshift on the previous work day.

Section 2.

There will be noobligation for the Company to pay the minimum referred to in this article inthe event of floods, fires, power failure or other occurrences beyond theCompany’s control.

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**ARTICLE 13**

##### ***OVERTIME***

The rate of wages forovertime worked shall be as follows:

Section 1.

For the first four(4) hours after the first eight (8) hours worked in any one day, and work onSaturdays for the first eight (8) hours beyond forty (40) straight-time hoursin a workweek, time and one-half (1 1/2) the regular straight time hourly rateshall be paid.

Section 2.

All overtimeworked thereafter, and work Performed on Sundays, shall be paid for at the rateof double (2) time.

Section 3.

Herein listedholidays when worked shall be paid for at the rate of double (2) time plus theholiday pay.

Section 4.

If a regularlyassigned swing or graveyard shift which begins on a Friday or the day before aholiday continues into holiday or Saturday hours, or if a regularly scheduledgraveyard shift starts prior to 12:01 a.m. Monday, those shift hours which fallon a Saturday, Sunday or holiday shall be worked at the applicable regularstraight time hourly rate of pay plus shift differential and not at an overtimerate.

Section 5.

Any employeeworking more than eight (8) hours in any one shift shall be entitled to a ten(10) minute rest period at the end of his regular shift, provided he has beenscheduled to work at least two (2) hours overtime.

Section 6.

The Company willmake a reasonable effort to fulfill overtime requirements on a voluntary basis,however, if a sufficient number of qualified employees have not volunteered,the Company reserves the right to schedule qualified employees to perform theovertime work.

The Company willmake a reasonable effort to assign mandatory overtime to the less seniorqualified employees unless special skills are required or other unusualcircumstances arise.  The Company willmake every effort to insure that overtime is distributed in a fair fashion.

If any employeehas previously notified the Company of a prior appointment with a doctor,hospital or clinic, that employee will be exempt from the mandatory overtimeprovisions in Section 7.  Personalcommitments will be taken into consideration as the manpower requirementsallow.

Section 7.

Any employee, whenrequired to work overtime during the regular week, must be notified by lunch ofthat day.  When an employee is requiredto work on Saturday he must be notified no later than lunch on Thursday.  The Company may, after the above statedtimes, request that an employee work overtime during the regular week or onSaturday, Sunday, or on a holiday.  Whenso requested the employee, at his option, may accept or decline the offeredwork.

Section 8.

In that overtimeis an integral part of the positions in the maintenance and shippingdepartments, they will be excluded from the overtime notification requirements.

Section 9.

In no event shallovertime be pyramided or duplicated.

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Section 10.

Any incorrectassignments of overtime or violations of the provisions of this Article will beresolved by the aggrieved party being offered the next opportunity to workavailable overtime rather than direct payment of any type.

### **ARTICLE 14**

TRUCK BREAKDOWNSOR IMPASSABLE HIGHWAYS

On truckbreakdowns or impassable highways, drivers on all runs shall be paid normalstraight time hourly rates for all time spent on such delays, commencing withthe first (1st) hour or fraction thereof, but not to exceed eight (8) hours,out of each twenty-four hour period, except that when an employee is requiredto remain with the equipment during such breakdown or impassable highway, thedriver shall be paid for all such time at the driver’s normal straight timerate or overtime rate whichever is applicable.

All time lost dueto delays as a result of overloads or certificate violations involving federal,state or city regulations, which occur through no fault of the driver, shall bepaid for at the regular applicable hourly rate.

When a driver isheld overnight away from home because of a truck breakdown, impassable highway,or a regularly scheduled overnight run, the driver shall be allowed a total ofeighty five dollars ($85.00) per night for expenses covering both meals andlodging.  All other business relatedexpenses will be paid by the Company upon presentation of cost receipts.

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### **ARTICLE 15**

##### ***SENIORITY AND CONTINUOUS SERVICE***

 

Section 1.

Seniorityencompasses the following:

a)                 Lengthof continuous service

b)                Knowledge,skill and efficiency

c)                 Physicalfitness to do the job

When items (b) and(c) are equal, length of continuous service shall govern.

When a reductionof the working force occurs, employees shall be laid off in accordance withtheir seniority, and the employee with the least amount of seniority will belaid off first.  When the work force isincreased after a layoff, the last qualified employee laid off will be thefirst to be recalled.

Section 2.

When employeeshave completed the probationary period, they shall have a plant-wide senioritystatus beginning with the date of employment within the bargaining unit andtheir continuous service shall commence as of such date.  Unless specified to the contrary elsewhere inthis Agreement, the continuous service of an employee shall not be affected orinterrupted as a result of layoffs, injury, illness, leaves of absence, orother cause not due to the voluntary act or fault of the employee.

Section 3.

Seniority asdefined above would be used only in the case of a reduction or recall of theworkforce.  Length of continuous servicehowever would be used as is referenced in all other instances, i.e.transfer,promotion, benefits accrual, vacation selection, etc.

###### **Section4.  Loss of Seniority and ContinuousService**

Continuous serviceand seniority for all purposes shall be broken, recall and seniority rightsforfeited by, and employment and seniority shall cease for any of the followingreasons:

(a)  Failure to notify the Company and theUnion of intent to return to work within Seventy two (72) hours after the dateof recall notice is sent by telegram or other verifiable methods and/or failureto report punctually for work within five (5) days after the date a recallnotice is sent to the employee’s last address on record with the Company;

(b)      Absencefrom work for any reason for three or more days, without notice;

(c)       Voluntaryquit;

(d)      Discharge;

(e)       Retirement;

(f)  Failure to return to work promptly atthe expiration of any leave of absence granted in writing by the Employer orworking while on such leave of absence;

(g)      Layofffor a period of six (6) months.

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### **ARTICLE 16**

##### ***JOB BIDDINGPROCEDURE***

Section 1.

When permanentfull time vacancies or permanent new positions occur in other than entry levelpositions (Grade IV and Grade V), the Company shall post a notice on thebulletin board prior to filling the positions permanently.  The notice shall be posted for at leastforty-eight (48) hours.  Such postingshall include the classification of the job, the rate of pay, the department(where applicable) and the shift.

Section 2.

Any employee whowishes to be considered for the opening may make application by signing thenotice during the forty-eight (48) hours.

Section 3.

The Company willreview the list of all employees making application.  In determining the selection of a successfulcandidate, the Company will take into consideration the employees’ knowledge,skill, experience, efficiency, work record, attitude and habits, attendance,physical fitness, and ability to perform the duties of the position.  When, in the sole determination of theCompany, the above mentioned are equal, length of continuous service shall beconsidered.  The Company will post anotice announcing the successful candidate, if one is selected.

Section 4.

The company mayfill vacancies or new positions from outside the bargaining unit if in itsjudgment there is no one qualified.

Section 5.

Employees promotedto fill a vacancy shall be given a trial period.   This period or time of evaluation by the Company may be up to ninety (90) days,unless an extension is mutually agreed to by the Company and the Union.  If an employee in the sole determination ofthe Company proves incapable of satisfactorily performing the job, the employeeshall be removed from such job and returned to his former classification andrate.

Section 6.

Postings mayremain valid for thirty (30) calendar days after such posting in caseadditional openings become necessary within a particular classification,department and shift.

Section 7.

Any employeeawarded a new job, in a higher classification shall progress to the rate of thejob as the Company determines his ability to perform the duties of the job.

Section 8.

The promotionand/or demotion to the Leadperson, Truck Driver, Serviceperson, Quality ControlTechnician and Maintenance Helper and Maintenance Technician positions shall beat the sole discretion of the Company.

Section 9.

There will be noobligation on the part of the Company to consider more than one (1) requestfrom an employee in a six (6) month period or consider requests fromprobationary employees.

Section 10.

An employee who isat or above the rate of the job they have successfully bid, will receive a jobbid increase of fifteen cents (15¢) per hour at the completion of the trialperiod.  Bids must be of a promotionalnature (higher job grade 3, 3A, 2, 2A, 1,) to qualify for job bid increase.

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### **ARTICLE 17**

##### ***REPRESENTATION***

Section 1.

Any Union officialwho wishes to enter the Company property for any reason shall telephone thedivision manager or designee in advance. A duly authorized representative of the Union who complies to the aboveshall be permitted to enter the Company buildings and grounds.  This is for the purpose of observing whetherthis Agreement is being observed or to investigate complaints from employeesunder this Contract, provided that the Union representative advised the Company’sdivision manager or designee immediately upon entering the building or grounds.

Section 2.

The employer willprovide space on bulletin boards in the plant for posting notices of Unionbusiness.  Such notices must be shown tothe plant manager before posting.

### **ARTICLE 18**

##### ***SHOP STEWARDS***

Section 1.

Immediately, uponselection of the steward, the Union shall notify the Company in writing as tohis or her identity.  The steward shallbe an employee of this Company currently on the payroll and currently employedand working in a job clearly covered by this Agreement at the time ofperformance of any steward function. Nothing herein shall preclude participation in grievances by thesteward.  The steward shall not advise orrecommend noncompliance with the order of any supervisor but shall, instead,advise the employee of his/her rights under the grievance procedure.

Section 2.

The steward shallbe required to investigate and adjust grievances on his or her non-working timeand the non-working time of the employees whenever possible.  However, in the event that it becomesnecessary for a shop steward to leave his place of work, for the purpose ofinvestigating or handling a grievance, he will report to his supervisor andadvise him of his destination.  In the eventthat the shop steward is on a job that affects the production of an employee orgroup of employees, the supervisor shall make the necessary arrangements torelieve the shop steward as soon as possible. The shop steward will remain on the job until such arrangements can bemade.  He shall report to his supervisorimmediately upon his return.  The stewardshall take only that amount of time that is necessary for the adjustment orinvestigation of a particular bona fide grievance.

Section 3.

No shop stewardshall be laid off for the reason that he is or has participated as a shopsteward and there shall be no discrimination against the shop stewards forengaging in protected Union activities.

Section 4.

The shop stewardsand employees will not suffer any loss in pay for regularly scheduled hours ofwork while attending grievance meetings scheduled by the Company.  Any time spent outside of the regularlyscheduled hours will not be paid for by the Company.

14

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### **ARTICLE 19**

##### ***SETTLEMENT OFDISPUTE/GRIEVANCE PROCEDURE***

###### **Section1.  Definition and Procedure**

For all purposesof this Agreement, a grievance is any dispute or controversy between theCompany and any of the employees covered by this Agreement, involving themeaning, interpretation or application of the provisions of this Agreement.

Section 2.

Such grievancesshall be handled in the following manner:

STEP 1  The aggrieved employees or a Unionsteward shall present and discuss the grievance with the employee’s immediatesupervisor.

STEP 2  If no satisfactory settlement ismade within three (3) working days after consultation with the immediatesupervisor, the Union Representative or Union Steward shall within three (3)working days reduce the grievance to writing and present the grievance to theplant manager.

STEP 3  If no settlement is made withinthree (3) working days after consultation with the plant manager, the UnionRepresentative will request a meeting with the general manager.

STEP 4  If no settlement is reached withinten (10) working days after the meeting with the general manager, it may besubmitted at the request of either party to arbitration by written noticewithin five (5) working days to the other party.

Section 3.

If the partiescannot reach agreement on an impartial arbitrator, either the Union or theEmployer may request the California State Conciliation Service to submit a listof five (5) arbitrators to the parties.

The list shallcontain only established arbitrators in the State of California.  Each party shall alternately scratch two (2)names from the list, the first scratch being selected by lot, and the personremaining shall be the arbitrator.

Section 4.

The impartialarbitrator shall hold a hearing as soon as practicable, and following theconclusion of the hearing, shall issue an award which shall be final andbinding upon the Union, the Company and any employee involved in the grievanceor dispute.  The arbitrator shall renderhis award within thirty (30) days after the conclusion of the hearing.

Section 5.

All expenses ofthe arbitration, including the fees of the arbitrator and the cost of anytranscript, shall be paid by the loosing party to the arbitration.  In the event of any disagreement as to theprevailing party, the arbitrator shall have the authority to determine whichparty shall pay any or what portion of the expenses of the arbitration.

Section 6.

The arbitratorshall have no authority to modify, amend, revise, add to, or subtract from anyof the terms or conditions of this Agreement.

Section 7.

A grievanceinvolving a discharge must be presented in writing within five (5) working daysafter the employee receives notice of the discharge.  All other grievances must be presented inwriting within ten (10) working days after the Union or the employee knew orshould have known of the action, inaction, occurrence or condition constitutingthe alleged grievance.  All grievancespresented in writing must state the specific nature of the grievance, includingthe particular provisions of the Agreement involved and signed by the employeeand/or Union steward.

15

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Section 8.

If there is somequestion as to the interpretation of the award, the Company and the Union shalljointly query the arbitrator for a further clarification.

Section 9.

The time limit setforth herein may be extended by written agreement only.

### **ARTICLE 20**

DISCIPLINE ANDDISCHARGE

Section 1.

Probationaryemployees may be discharged or otherwise disciplined by the Company and saiddischarge or discipline will not be subject to the grievance procedure.

Section 2.

Discharge or otherdiscipline of non-probationary employees will be for just cause and is subjectto the grievance procedure set forth in this Agreement.  The Company will notify the Union or its ShopSteward of any disciplinary discharges involving non-probationary employees.

Section 3.

Notice ofdischarge, suspension or demotion of non-probationary employees shall beprovided in person, by telephone, or mail, addressed to the employee’s lastaddress on file with the Company as soon as possible.

Section 4.

If so requested,an employee may be represented by a Union Representative or Shop Steward duringa meeting with the Company where discharge or other discipline is beingadministered.

16

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### **ARTICLE 21**

##### ***INDUSTRIALINJURIES***

Section 1.

The Company shallmake reasonable provisions for the safety and health of its employees in theplant during their hours of employment. The Company agrees that it will furnish and maintain essential medicalaid and first aid equipment.  The Unionand its members will cooperate in maintaining sanitary conditions and in theuse of safety devices, making suggestions so as to improve the safety andhealth of the employees, and taking reasonable care of any safety materialsprovided.

Section 2.

The Company agreesto pay a maximum of eight (8) hours at his regular rate of pay to any employeewho sustains an injury and is unable, by direction of the attending physician,to continue work that day because of such injury.

The Company agreesto pay his regular rate of pay to an employee who is actually at work for timespent during normally scheduled working hours by the employee in obtainingmedical examinations or treatment arising out of an industrial injury if theemployee cannot see the doctor outside of normal working hours.

Section 3.

By mutual agreementbetween the Company, the Union and the attending physician,  the employee who is unable to perform theduties of his job because of injury or physical handicap, may be placed in adifferent job classification at a reduced rate of pay if such a position isavailable and he can perform the duties of the job.

17

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### **ARTICLE 22**

##### ***TOOLS***

Section 1.

Any and all toolsrequired for the job will be furnished by the Company.  The cost of replacement of safety equipmentor tools, because of repeated damage through negligence or loss, shall be borneby the employee.

Section 2.

The Company shall,at all times, provide safe tools, materials and equipment and safe workingconditions.  No employee shall bedismissed or otherwise disciplined for refusal to work with unsafe tools,materials or equipment or under unsafe working conditions.

### **ARTICLE 23**

##### ***PAID VACATIONS***

Section 1.

Each employeeshall receive one (1) week’s vacation with pay after one (1) year of servicewith the Employer and two (2) weeks vacation with pay after two (2) years ofservice with the Employer, and thereafter as follows:

After eight (8)years, three weeks; 

After fifteen (15)years, four weeks.

Section 2.

Vacation pay foreach week of vacation shall be computed by multiplying the number of hours inthe average of the regularly scheduled work weeks during the qualifying year bythe straight time hourly rate of pay, but shall in no event be less than forty(40) hours pay for each week of vacation.

Section 3.

Each employeeshall be considered as having a year’s continuous service and a year’seligibility for vacation for each completed year, starting from the date of hisemployment, in which he has worked at least fourteen hundred (1400) straighttime hours for the Employer.

Section 4.

The employee shalltake at least one week of his vacation within the twenty-four (24) weeks afterhe has become eligible for a vacation and he shall be eligible to receive theremaining vacation pay in lieu of time off. Any eligible employee who is permanently laid off or discharged shall bepaid for his accrued vacation at the time of such layoff or discharge.

Section 5.

If a recognizedholiday occurs during the time an employee is absent on an earned vacation, hemay absent himself for one more day and he shall become entitled to anadditional eight (8) hours of pay at his straight time rate, providing hequalifies in all other respects for such holiday pay.

Section 6.

Any employee whoterminates, or is terminated after he has completed twelve (12) months or moreof continuous service with the Employer since the date he was last employed,shall be granted one-twelfth (1/12) of one, two or three weeks, etc., vacationpay, whichever applies, for each month of service since his last anniversarydate in which month he has completed 120 straight time hours.

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Section 7.

Those employeeswho terminate or have been terminated and who have had less than one (1) year’sservice, will not be eligible for any vacation payment.  Those employees who are laid off for lack ofwork and who have had less than one (1) year’s service will be eligible foraccumulated vacation payment at the rate of one-twelfth (1/12) of one week foreach month of service since their hire date in which they have completed 120straight time hours.

Section 8.

Any employee laidoff through reduction in force, or any other reason beyond the employee’scontrol, and re-employed within six (6) months shall be considered as havingbeen continuously employed for determining length of continuous servicecompleted.

Section 9.

The amount oftaxes to be deducted from the employee’s vacation and sick leave check, at thetime of the anniversary payoff, will be paid at approximately the same tax ratethat was taken from the regular pay check for that week, had the vacation andsick leave not been paid.

### **ARTICLE 24**

##### ***HOLIDAY PAY***

The Company willrecognize holidays as follows:

**Memorial Day**

**Fourth of July**

**Labor Day**

**Thanksgiving Day**

**Friday after Thanksgiving Day**

**Full day before Christmas Day**

**Christmas Day**

**Full day before New Year’s Day**

**New Year’s Day**

**Employee’s Birthday (following employee’sanniversary date)**

**Employee’s Anniversary**

Section 1.

An employee whohas completed his probationary period prior to a recognized paid holiday, hasworked his last scheduled working day prior to the holiday and his nextscheduled working day after the holiday, and meets the other requirements,shall receive eight (8) hours times his straight time hourly rate.  Where a recognized holiday falls on Saturday,it will usually be observed on Friday. Where a recognized holiday falls on Sunday, it will usually be observedon Monday.  The above may be modified toconform with National practice.

Section 2.

An employee absentfor a period not to exceed three (3) weeks for vacation, industrial accident,layoff or absence for illness (which is substantiated with doctor’sverification), shall qualify for holiday pay upon their return to activeemployment if the holiday falls within that period.

Section 3.

The employee’sbirthday and employee’s anniversary date are recognized holidays.

(a)  Anemployee must have completed one (1) year of service with the Company to beeligible.

(b)  The holiday may be observed on someother day within a following thirty (30) day period with joint agreementbetween the employee and his supervisor. Request for a particular date should be made in writing at least one (1)week prior to the elected day.

(c)  If the holiday is to be observed andscheduling such would result in interference with efficient operations,recognition shall be given to time off request and seniority in scheduling offthose employees requesting the day.

19

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Section 4.

The anniversarydate holiday pay will be included in the anniversary pay off check.

### **ARTICLE 25**

##### ***SICK PAY***

Section 1.

All employeescovered by this Agreement who have worked for the Company one (1) year shallcommence to accumulate up to two (2) days sick leave pay at a rate of .0087 perstraight time hours worked or paid to a maximum of sixteen (16) hours.

Section 2.

All employeescovered by this Agreement who have worked for the Company three (3) consecutiveyears shall commence to accumulate up to three (3) days sick leave pay at arate of .0129 per straight time hour worked or paid to a maximum of twenty-four(24) hours.

Section 3.

All employeescovered by this Agreement who have worked for the Company four (4) consecutiveyears shall commence to accumulate up to four (4) days sick leave pay at a rateof .0173 per straight time hour worked or paid to a maximum of thirty-two (32)hours.

Section 4.

All employeescovered by this Agreement who have worked for the Company five (5) consecutiveyears shall commence to accumulate up to five (5) days sick leave pay at a rateof .0216 per straight time hour worked or paid to a maximum of forty (40)hours.

Section 5.

Sick leave pay willbe accrued in equal monthly increments throughout the year for any month theemployee has worked a major portion thereof, and may not be taken faster thanaccumulated not to exceed the maximum allowable per the above applicablesection.

Section 6.

The unused portionof such leave will be paid off at the employee’s anniversary date ofemployment.

Section 7.

Any employee laidoff through reduction of force and re-employed within six (6) months shall beconsidered as having been continuously employed for purposes of determiningconsecutive years of service.

Section 8.

If accrued, sickpay may be taken in less than eight (8) but not less than one (1) hourincrements upon employee’s request for payment.

20

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### **ARTICLE 26**

##### ***HEALTH, LIFE,DENTAL AND VISION INSURANCE***

Section 1.

The Company shallprovide a Kaiser health and welfare program for all active non-probationaryemployees covered by this Agreement.  Anyfuture change in the carrier by the Company may be done so at their option,however, the new program or carrier should provide substantially equivalentbenefits.  The annual renewal date of theKaiser program will be in July of each year.

Section 2.

To be eligible forthis benefit plan an employee must have completed the prescribed waitingperiod. Coverage under the benefit plan will terminate upon termination ofemployment. 

Section 3.

The Company haselected to make available to all factory employees the Safeguard Dental Optionas provided the administrative employees. The total cost of participation is paid by the employee and any futureincrease in premium will be paid in full by the employee.

Section 4.

The eligibleemployee’s cost for continued participation in the Plans will be:

KAISER MEDICAL

| Single Coverage-E1* | Single + 1  Dependant-E-2* | Family Coverage  E-I* |
|---------------------|----------------------------|-----------------------|
| $19.15 weekly       | $38.41weekly               | 55.56weekly           |

KAISER W/SAFEGUARD
| Single Coverage-FL* | Single + 1  Dependant-FM* | Family Coverage  FN* |
|---------------------|---------------------------|----------------------|
| $21.34 weekly       | $42.55 weekly             | $60.87 weekly        |

##### ***SAFEGUARDDENTAL ONLY***

| Single Coverage-YL* | Single + 1  Dependant-YM* | Family Coverage  YN* |
|---------------------|---------------------------|----------------------|
| $2.19 weekly        | $4.14 weekly              | $5.31 weekly         |

 

Section 5.

Any futureincrease in medical and/or vision premiums during the term of this Agreementwill be shared equally by the Company and the employee.  The additional employee contribution requiredwill be added to any existing contribution as a weekly payroll deduction.  The Company will give the Union thirty (30)days written notification of any cost changes under the Plan.

21

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### **ARTICLE 27**

##### ***EMPLOYEERETIREMENT SAVINGS PROGRAM***

Section 1.

Effective July 1,1977 and under government regulation, a contributory retirement savings planwas established whereby the Company and eligible employees may contribute aspecified amount for each hour worked. The funds will be placed into a Retirement Trust Account and will bemanaged by an independent trustee. Company contributions remain in the Trust Fund and cannot be returned tothe Company under any circumstances. Provisions are made for withdrawal of all or part of each employee’scontributions, temporary suspension of participation and sharing of Companycontribution and fund earnings, all in accordance with government regulations.

Section 2.

The schedule ofCompany contribution is as follows:

$0.24 per hour foreach hour worked.

The amount of the minimumparticipants’ contribution for the term of the contract will be as follows:

.10¢ per hour foreach hour worked.

Section 3.

Each participant willhave the option to contribute the minimum participants’ contribution asspecified above or an amount equal to twice the Company’s contribution in fivecent (.05¢) per hour increments.  Aparticipant may elect to have his contributions raised for the minimum yearlyrate to the maximum rate at any time during the year.

Section 4.

A participantcontributing the maximum may reduce his contribution back to the minimum at anytime, however, he may not elect to move up to the maximum contribution againuntil the next anniversary date of the Contract.

Section 5.

Regardless ofwhich option the participant selects, the Company’s contribution will only bethe amount specified above.

Section 6.

A summary of thePlan shall be made available to all employees.

Section 7.

A copy of theentire Plan will be furnished to the Union. Such plan will be available for inspection at the office of the Companyand/or the Union during normal business hours.

22

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### **ARTICLE 28**

##### ***LEAVES OF ABSENCE***

###### **Section1.  Unpaid Medical Leave**

The Company may,within its sole discretion, grant an unpaid medical leave for bona fide medicalreasons for a period not to exceed six (6) months per year for employees whosatisfy the requirements of this Section. Employees must submit to the plant manager a written request for medicalleave as early as possible.  Said writtenrequest must include a statement setting forth the personal medical conditionrequiring said leave, the expected date of return to work, and the name,address and telephone of the attending and treating physician.  The employee shall also furnish a writtenstatement which shall contain a written statement by the physician of the medicalcondition, expected duration of leave, necessity for leave, and expected dateof return to work.

###### **Section2.  Military Leave**

The Company willgrant unpaid military leave as required by law. The employee will provide the Company with a minimum of two weeks noticeof his or her request for military leave.

###### **Section3.  Personal Leave**

The Company maywithin its sole discretion grant unpaid personal leave for bona fide personalemergencies for a period not to exceed thirty (30) days per calendar year to anemployee.

###### **Section4.  Industrial Injury Leave**

Any employee whorequires a leave by reason of an industrial accident, injury, or illnessarising out of or in the course of employment by this Company may be granted aleave up to twelve (12) months.  Theemployee shall confirm that the Company has received a written statement by thephysician of the medical condition, expected duration of leave, necessity forleave, scheduled treatment during leave and expected date of return to work.

Section 5.

Any employeegranted a leave of absence pursuant to this Section shall not have his or heranniversary date adjusted.  Any employeewho fails to follow the requirements for securing a leave of absence as setforth herein will be denied such leave and any employee who fails to report towork at the expiration of the leave with authorization is subject to immediatetermination.

Section 6.

Any employee onmedical leave or personal leave must notify the Company every thirty (30) daysin order to retain such leave rights or he may be terminated.  Also, a medical leave or personal leave shallnot be granted under this clause to work elsewhere.  Any employee working elsewhere while on aleave will be terminated.

Section 7.

In no event doesthe Company have to grant a leave in excess of the time the employee has beenemployed by the Company.

23

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### **ARTICLE 29**

##### ***JOB CLASSIFICATIONS***

If the Companyestablishes a new job classification within the bargaining unit during the termof this Agreement, the Company, prior to implementation, will notify the Unionof any new classification and set the initial rate of pay for such new jobclassification.  If the Union is notsatisfied with the rate of pay established by the Company, it shall have theright, within ten (10) days after the establishment of such new classification,to request a meeting with the Company. The Company and the Union shall then meet and endeavor to mutuallysettle the matter to the satisfaction of both parties.  If agreement cannot be reached, the Union mayfile a grievance pursuant to Article 19 of this Agreement.  If the grievance proceeds to arbitration, thearbitrator shall have jurisdiction to determine only whether or not the rate ofpay established for such new job classification bears a fair relationship tothe other rates of pay set forth in this Contract, and if not what rate of paywould bear such relationship.  Theexpense for the arbitration in the Article shall be borne equally by theCompany and the Union.

### **ARTICLE 30**

##### ***JOINT COMMITTEE ON INDUSTRIAL RELATIONS***

A group ofbargaining unit employees, selected by the Union, shall serve during the lifeof this Agreement with Company representatives as employee members of the JointCommittee on Industrial Relations.  Thepurpose of the Joint Committee is to afford a better means of communicationbetween the employees and the Company through informal discussions of mattersof mutual interest, with the aim in mind of resolving matters of concern to themutual satisfaction of all parties.  TheJoint Committee will meet monthly or as often as jointly agreed upon from timeto time by the chairman of the bargaining committee and the representatives ofthe Company.

### **ARTICLE 31**

##### ***GENERAL PROVISIONS***

Section 1.

It shall be thesole responsibility of employees to notify the Company personnel office inwriting of their current address and telephone number and any changethereof.  The Company shall be consideredas having complied with any notice requirement if such notice is sent to theemployee’s last address on record.

Section 2.

In the event anyfederal, state or local law  conflictswith any provisions of this Agreement, the provision or provisions so affectedshall no longer be operative or binding upon the parties, but the remainingportion of the Agreement shall remain in full force and effect.

Section 3.

The waiver of anybreach or condition of this Agreement by either party shall not constitute aprecedent for any further waiver of any such breach or condition.

Section 4.

Words used in thesingular form shall be deemed to include the plural, and vice versa, in allsituations where they would apply.

Section 5.

Headings toArticles, Sections or Subsections of this Agreement have been supplied forconvenience only and are not to be taken as limiting or extending the meaningsof any of the provisions of the Agreement.

24

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### **ARTICLE 32**

##### ***SOLE AND ENTIRE AGREEMENT***

###### **Section 1**

This Agreementconcludes all collective bargaining between the parties hereto during the termhereof and constitutes the sole, entire Agreement between the parties hereto,and supersedes all prior agreements and understandings, oral or written,express or implied, practices or past practices, between the Company and theUnion or its employees, and expresses all obligations and restrictions imposedon each of the respective parties during its term.

Section 2.

The Company andthe Union warrant and agree that neither of them is under any disability of anykind that will permit either from fully and completely carrying out andperforming each and all of the terms and conditions of this Agreement.  The individuals signing this Agreement do soin their official capacities and the signatures thereof guarantee and warranttheir authority to act for and bind the respective party whom their signaturepurports to represent.  This Agreementcontains all the covenants, stipulations, agreements, and provisions agreedupon by the parties hereto and no agent or representative of either party hasthe authority to make, none of the parties shall be bound by nor liable for anystatement, representation, promise, inducement, or agreement not set forthherein.

Section 3.

The Company andthe Union acknowledge that during the negotiations which resulted in thisAgreement each had the unlimited right and opportunity to make demands andproposals with respect to any subject or matter not removed by law from thearea of collective bargaining and that the understanding and agreement arrivedat by the parties after the exercise of that right and opportunity are setforth in this Agreement.  Therefore, theCompany and the Union, for the life of this Agreement, unqualifiedly agree thatthe other shall not be obliged to bargain collectively with respect to anymatter not specifically agreed to in this Agreement, regardless of whether suchmatter was or was not within the knowledge or contemplation of either or bothof the parties at the time they negotiated this Agreement.  With respect to the negotiations leading upto the execution of this Agreement, the fact that a proposal was made andwithdrawn during the course of these negotiations shall not be used to provethat the party making the proposal had in any manner given up any rightsgranted to it elsewhere in this Agreement.

25

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### **ARTICLE 33**

##### ***TERM OF AGREEMENT***

This Agreementshall be effective prospectively from March 1, 2005 and shall continue in fullforce and effect thereafter to and including February 28, 2008 and shall beautomatically renewed for one additional year thereafter unless either partyserves certified mail notice on the other at least sixty days prior to suchtermination date, or any subsequent anniversary date, of its desire toterminate, modify or amend this Agreement.

 

**IN WITNESS WHEREOF, EXECUTED THIS30****th DAY OF March 2005**

 
| **INTERNATIONAL WINDOW NORTHERN CALIFORNIA**                                 | ** **      |
|------------------------------------------------------------------------------|-----------------|
|                                                                         |            |
|                                                                         |            |
| by:                                                                          | /s/ [ILLEGIBLE] |   |   |
|                                                                         |            |
| ** **                                                                   | ** **      |
| **GLAZIERS,  ARCHITECTURAL METAL AND GLASS WORKERS  LOCAL 1621 of SAN JOSE** | ** **      |
|                                                                         |            |
|                                                                         |            |
| by:                                                                          | /s/ [ILLEGIBLE] | 3/28/05 |   |   |
|                                                                              |                 |  |  |  |  |

 

26

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*EXHIBIT“A”*

HOURLY WAGE SCHEDULE
| GRADE  | ** ** | **JOB**                                                    | ** ** | **2/27/05** | ** ** | **2/26/06** | ** ** | **2/25/07** | ** ** |
|--------|------------|------------------------------------------------------------|------------|-------------|------------|-------------|------------|-------------|------------|
|   |       |                                                       |       |        |       |        |       |        |       |
| 4      |       | Small parts                                                |       | $           | 9.20       |        | $          | 9.60        |       | $ | 10.00 |   |
|        |       | Vinyl Glazier                                              |       |        |       |        |       |        |       |
|        |       | Janitor                                                    |       |        |       |        |       |        |       |
|        |       | Punch Press  Operator                                      |       |        |       |        |       |        |       |
|        |       | Glass Setter                                               |       |        |       |        |       |        |       |
|        |       | Washing Machine  Operator                                  |       |        |       |        |       |        |       |
|        |       | Assembler/Vinyl                                            |       |        |       |        |       |        |       |
|   |       |                                                       |       |        |       |        |       |        |       |
| 3      |       | Saw Operator                                               |       | $           | 10.04      |        | $          | 10.44       |       | $ | 10.84 |   |
|        |       | Warehouseman  Helper                                       |       |        |       |        |       |        |       |
|        |       | CNC3, Operator-2  Pt. Welder                               |       |        |       |        |       |        |       |
|        |       | Shipping Clerk                                             |       |        |       |        |       |        |       |
|        |       | Assembler/Aluminum                                         |       |        |       |        |       |        |       |
|        |       | Insulated Door  Assembler                                  |       |        |       |        |       |        |       |
|   |       |                                                       |       |        |       |        |       |        |       |
| 3A     |       | Special Frames                                             |       | $           | 10.30      |        | $          | 10.70       |       | $ | 11.10 |   |
|        |       | Truck  Loader/Service                                      |       |        |       |        |       |        |       |
|        |       | Forklift/Crane  Operator                                   |       |        |       |        |       |        |       |
|        |       | CNC3A  Operator-Glass, Grid, 4 Pt. Single Welder, Flex Fab |       |        |       |        |       |        |       |
|        |       | Warehouseman                                               |       |        |       |        |       |        |       |
|   |       |                                                       |       |        |       |        |       |        |       |
| 2      |       | CNC 2  Operator-Intercept and Double Welder                |       | $           | 12.35      |        | $          | 12.75       |       | $ | 13.15 |   |
|        |       | Specials Glass  Cutter                                     |       |        |       |        |       |        |       |
|        |       | CNC Optimizer                                              |       |        |       |        |       |        |       |
|        |       | Quality Control                                            |       |        |       |        |       |        |       |
|   |       |                                                       |       |        |       |        |       |        |       |
| 2A     |       | Truck Driver                                               |       | $           | 12.75      |        | $          | 13.15       |       | $ | 13.55 |   |
|        |       | Serviceworker                                              |       |        |       |        |       |        |       |
|   |       |                                                       |       |        |       |        |       |        |       |
| 1      |       | Maintenance  Helper                                        |       | $           | 14.05      |        | $          | 14.45       |       | $ | 14.85 |   |
|        |       | Special Frames  Welder                                     |       |        |       |        |       |        |       |
|        |       | Department  Specialist                                     |       |        |       |        |       |        |       |
|   |       |                                                       |       |        |       |        |       |        |       |
| 1A     |       | Maintenance  Tech.                                         |       | $           | 17.70      |        | $          | 18.10       |       | $ | 18.50 |   |

 

LEADPERSON:Leadperson will receive a rate of sixty cents ($0.60) per hour above the rateof the highest classification supervised with the exception of the DepartmentSpecialist

27

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GLAZIERS ARCHITECTURALMETAL & GLASS WORKERS LOCAL 621

AND

INTERNATIONALWINDOW-NORTHERN CALIFORNIA

 

**LETTER OFUNDERSTANDING**

 

In order to conform theeligibility for health, dental, life and vision insurance to a monthlyeligibility the Glaziers Architectural Metal & Glass Workers Local 621 andInternational Window-Northern California agree that the language in Article 26,Section 2 shall be changed to read:

*To be eligible for this benefit plan an employeemust have completed the prescribed waiting period. Company contribution for theplan will terminate the last day of the month during which employmentterminates, providing the employee’s share of premium is paid for the entiremonth.*

 
| GLAZIERS ARCHITECTURAL METAL  & GLASS WORKERS LOCAL 621 |            | INTERNATIONAL WINDOWS-  NORTHERN CALIFORNIA |
|-------------------------------------------------------------|-----------------|---------------------------------------------|
|                                                        |            |                                        |   |
|                                                        |            |                                        |   |
| By:                                                         | /s/ [ILLEGIBLE] |                                        | By: | /s/ [ILLEGIBLE] |   |
|                                                        |
| Dated:                                                      | 1/5/06          |                                        | Dated: | January 9, 2006 |   |
|                                                             |                 |                                             |  |  |  |  |  |

 

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