**Exhibit 10.1**

 

**Labor ContractAgreement**

 

between

 

**Musser Division**

Division of Conn-Selmer, Inc.

 

and

 

**Carpenter Local 1027**Mill-Cabinet- Industrial Division

 

affiliate ofChicago RegionalCouncil of Carpentersof theUnited Brotherhood of Carpenters and Joiners of America

 

 

Effective November 20, 2004ThroughNovember 27, 2007

 

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**TABLE OF CONTENTS**

 
| **AGREEMENT**         |                                                 |   |
|-----------------------|------------------------------------------------------|--------|
|                  |                                                 |   |
| **ARTICLE I**    |                                                 |   |
| 1.1                   | Recognition                                          |   |
| 1.2-1.3               | Union Security                                       |   |
| 1.4                   | Dues Checkoff                                        |   |
| 1.5                   | Hiring of New Employees                              |   |
| 1.6-1.7               | No Discrimination                                    |   |
|                  |                                                 |   |
| **ARTICLE II**   |                                                 |   |
| 2.1                   | Management                                           |   |
|                  |                                                 |   |
| **ARTICLE III**  |                                                 |   |
| 3.1                   | Union Representative                                 |   |
| 3.2                   | Union Steward                                        |   |
| 3.3                   | Union Label                                          |   |
|                  |                                                 |   |
| **ARTICLE IV**   |                                                 |   |
| 4.1-4.3               | Hours of Work                                        |   |
| 4.4-4.5               | Overtime                                             |   |
| 4.6                   | Medical Absence                                      |   |
| 4.7                   | Wash Up Time                                         |   |
| 4.8                   | Rest Periods                                         |   |
| 4.9                   | Shift Differential                                   |   |
|                  |                                                 |   |
| **ARTICLE V**    |                                                 |   |
| 5.1-5.4               | Holidays                                             |   |
|                  |                                                 |   |
| **ARTICLE VI**   |                                                 |   |
| 6.1                   | Bereavement                                          |   |
|                  |                                                 |   |
| **ARTICLE VII**  |                                                 |   |
| 7.1-7.7               | Vacations                                            |   |
|                  |                                                 |   |
| **ARTICLE VIII** |                                                 |   |
|                  | Job  Classifications and Wages                       |   |
| 8.1                   | Pay Day                                              |   |
| 8.2-8.5               | Categories and Wages                                 |   |
| 8.6                   | Working Supervisors                                  |   |
|                  |                                                 |   |
| **ARTICLE IX**   |                                                 |   |
| 9.1-9.3               | Grievance & Arbitration Procedure           |   |
| 9.4                   | Steps to  Grievance & Arbitration Procedure |   |

 

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| **ARTICLE X**    |                             |   |
|-----------------------|----------------------------------|--------|
| 10.1-10.5             | Seniority                        |   |
| 10.5(c)               | Leave of Absence                 |   |
| 10.6                  | Job Opportunities Posting        |   |
|                  |                             |   |
| **ARTICLE XI**   |                             |   |
| 11.1                  | Insurance                        |   |
| 11.2                  | Pension Plan                     |   |
|                  |                             |   |
| **ARTICLE XII**  |                             |   |
| 12.1                  | Severance                        |   |
|                  |                             |   |
| **ARTICLE XIII** |                             |   |
| 13.1                  | Christmas Bonus                  |   |
|                  |                             |   |
| **ARTICLE XIV**  |                             |   |
| 14.1                  | Jury Duty                        |   |
|                  |                             |   |
| **ARTICLE XV**   |                             |   |
| 15.1                  | Duration                         |   |
| 15.2                  | Successorship                    |   |
| 15.3                  | No Strike - No Lockout           |   |
| 15.4                  | Partial Invalidity of  Agreement |   |
|                  |                             |   |
| Signatures            |                             |

 

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**AGREEMENT**

 

This Agreement, made andentered into this 20th day of November 2004, by and between **Musser Division,** a Division of **Conn-Selmer, Inc.**(herein after referred to as the **“Company”**and/or **“Employer”** where appropriate), and **Carpenter Local 1027** of the **ChicagoRegional Council of Carpenters,** of the **UnitedBrotherhood of Carpenters and Joiners of America** (herein afterreferred to as the “Union”).

 

The general purpose ofthis Agreement is to promote the mutual interests of both parties.  Both parties agree that the continued growthand competitive strength of the Company is to their mutual interest.  Therefore, this Agreement is made to providefor the operation of the plants of the Company at 505 E. Shawmut, LaGrange,Illinois, under methods which will further to the fullest extent possible thesafety and welfare of the employees, the economy of operation, the eliminationof waste, the quality of service, cleanliness of the plants, protection of theproperty, and the welfare, interest, and competitive position of theCompany.  The Union recognizes that it isthe obligation of each employee to give the Company a full day of efficient andcooperative work for a day’s pay.  Underthis Agreement it is the duty of the Company, the Union, and the employees tocooperate fully, individually, and collectively for the advancement of theseconditions.

 

### **ARTICLE I**

**RECOGNITION**

 

1.1                                 TheCompany recognizes the Union, during the term of this Agreement, as the soleand exclusive representative of all its production, maintenance, warehouseemployees, including group leaders of the company (herein after referred to as **“Employee” or “Employees”**), for the purpose of collective bargainingin respect to rates of pay, wages, hours of work and working conditions coveredby the scope of the Agreement.

 

**UNIONSECURITY**

 

1.2                                 AllEmployees encompassed in the terms and provisions of this Agreement shall beobligated to become and remain members in good standing in the Union.  The Company shall notify the Union at anytime a new employee is placed in the bargaining unit.  After sixty (60)******working days said Employee shall makeapplication to the Union at which time any applicable fees and the payment ofdues shall commence.

 

1.3                                 TheCompany agrees, upon written notice from the Union, that any Employee failingto maintain their membership in good standing, shall be discharged, unless suchEmployee reinstates their membership within five (5) working days of suchnotice.

 

**DUESCHECKOFF**

 

1.4                                 TheCompany agrees to deduct and forward to the Local Union on a monthly basis dueslevied by the Union from the pay of each employee who executes or has executedan authorization for checkoff of dues form. Dues will be deducted from thepaycheck that is

 

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distributed on the fourthFriday of each month.  The Union shallindemnify the Company against any and all claims or liabilities arising byreason of the deduction of such dues.

 

**HIRING OFNEW EMPLOYEES**

 

1.5                                 TheCompany may request additional employees from time to time if needed, from theUnion, or may hire such employees from any other available source.  All new employees may be required to work aprobationary period of sixty (60)days of actual work but no later than ninety (90) actual calendar days.

 

### **NODISCRIMINATION**

 

1.6                                 Thereshall be no discrimination engaged in by either the Employer or the Union inthe employment of employees based on race, color, religion, creed, sex,national origin, or age.

 

1.7                                 Whereverin the Agreement the words his, her, their are used it is understood that thesewords shall be gender-free and refer to all employees.

 

**ARTICLE II**

**MANAGEMENT**

 

2.1                                 Exceptto the extent expressly abridged by a specific provision of this Agreement, theCompany reserves and retains, solely and exclusively all of its rights tomanage the business.  Furthermore, thesole and exclusive rights of management, which are not abridged by thisAgreement shall include but are not limited to determine prices of products;volume of production and methods of financing; to drop a product line; theright to determine and from time to time re-determine the number, location,relocation, and types of its operations, and the methods, processes andmaterials to be employed; to determine the number of hours per day or per weekoperations shall be carried on, except as provided for in Article Four, Section 4.3hereof; to select and to determine the number and types of employees required;to assign work to such employees in accordance with the requirements determinedby management; to establish and change work schedules and assignments; totransfer, promote, or demote employees, or to lay off, terminate, or otherwiserelieve employees from duty for lack of work or other legitimate reasons; tosuspend, discharge, or otherwise discipline employees for cause and otherwiseto take such measures as management may determine to be necessary for theorderly, efficient and profitable operation of the business; and to make andenforce reasonable rules for the maintenance of discipline, provided thatany complaint as to the rules or the application thereof to any employeeor employees may be challenged in accordance with the grievance procedureincluding arbitration as set forth in this Agreement.

 

a)                                      Themanagement of the shop and the direction of the working forces, and the rightto relieve employees of their duty shall vest exclusively in the Company,provided, however, that this shall not be used for the purpose ofdiscrimination against any member of the Union, or against any employee becauseof bona fide activities on behalf of the Union. All functions of management not expressly limited by this Agreement arereserved to and vested exclusively in the Company.

 

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**ARTICLE III**

**UNIONREPRESENTATIVE**

 

3.1                                 TheBusiness Representative of the Union shall be permitted to confer withemployees of the Company during working hours when necessary, provided propernotification has been given to plant management, and provided further that saidBusiness Representative shall in no way interfere with the progress of thework.

 

### **UNIONSTEWARD**

 

3.2                                 TheUnion shall appoint or elect one (1) steward as it deems necessary for theefficiency of its operations and shall notify the Company of its selection butsuch stewards shall always be selected from Employees of the Company.  Such stewards****shall be classed as having the highest seniority.  In the event any bargaining unit work isbeing performed, the Steward (or designated alternate steward) shall workprovided he or she is qualified for the available work.  The Union will notify the Company in writingthe names of the employees who will serve as steward and alternatesteward.  The Company will have noobligation to recognize an employee as a steward or alternate absent suchwritten notification.  The alternatesteward will act on behalf of the steward only when the steward is absent forat least one full workday.  The alternate******steward shall dischargethe steward duties as assigned by the Union.

 

### **UNIONLABEL**

### ** **

3.3                                 Itis hereby understood and agreed by the Employer and the Union that should anapplication be made for the Union Label to the First General Vice President ofthe United Brotherhood of Carpenters and Joiners of America and if theapplication is approved, and the Union Label is issued by the UnitedBrotherhood to be placed on products manufactured by the Employer, the Labelshall remain the property of the United Brotherhood of Carpenters and shall beat all times in the possession of a member of the United Brotherhood; and thatsaid Union Label shall at no time be used in any manner that will bedetrimental to the interest and welfare of the members of the UnitedBrotherhood.  Use of said Label may bewithdrawn from the Company any time, at the discretion of the InternationalUnion.

 

### **ARTICLE IV**

**HOURS OFWORK**

 

4.1                                 Thenormal scheduled work week shall constitute forty (40) hours of work asfollows: eight hours a day on Monday through Friday commencing at any timebetween the hours of 6:00 A.M.****** and8:00 A.M.; provided however that the company may implement a 6:00 A.M.start for only eight (8) calendar months in any calendar year period.  If any governmental unit should restrictcommercial vehicle traffic to times prior to 7:00 A.M., or if any publicutility should place restrictions or rate hikes on operations, the company mayimplement the 6:00 A.M. start for as long as such governmental or utilityrestriction is in place.

 

4.2                                 Whenan employee reports to work at the regular starting time and regular work isnot available, he shall be transferred to work he is capable of doing and/or heshall be guaranteed a minimum of four (4) hours pay at his regular dayrate except for conditions referred to as “Acts of God” i.e. power failure,flood, fire, etc.

 

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4.3                                 However,if it is not efficient to operate the plant on a forty (40) hour normal workweek, the Company may reduce its normal scheduled work week to not less thanfour (4) eight (8) hour days; provided, however, that the Companyshall have the right to determine whether it will layoff employees with two (2) yearsor less seniority or whether the Company will retain one or******more less senioremployees if the Company determines that such employees skills andqualification would be beneficial for the Company.

 

**OVERTIMEPAY**

 

4.4                                 Anemployee shall be paid at the rate of time and one-half pay of all time workedin excess of eight (8) hours in any one day which shall not pyramidbecause of being paid under any other provisions of this Agreement.  When conditions require the Company to schedule workon Saturday, time and one-half pay shall be paid for all work on suchSaturday.  Double time pay shall be paidfor all work on Sunday and paid holidays.

 

4.5                                 TheCompany agrees to endeavor to distribute overtime work on an equitable basiswhenever practical.  The Company willrequest voluntary overtime within a department on a rotational basis (subjectto production requirements of the Company and the skill and ability ofavailable employees to perform the work in question).  Lacking enough volunteer, it shall assign asmany junior qualified employees as needed in that classification or departmentto perform the work.  In the applicationof this provision, no employee shall be required to work in excess of ten (10) overtimehours per week and not for more than three (3) consecutive weeks. When an employeeis scheduled to work involuntary overtime, extenuating circumstances involvingthat employee shall be taken into consideration, provided reasonable notice isgiven and the employee does not abuse the exemption process. If multipleemployees request exemption from involuntary overtime under this procedure, theCompany will attempt to develop an accommodation but failing that, will approveor reject requests based on production needs.

 

### **MEDICALABSENCE**

### ** **

4.6                                 Nowritten excuse is required from a medical doctor for three (3) or lessdays of medical absence, however the Company shall be notified no later thanone hour after the Employee’s scheduled starting time the first dayabsent.  Employees expecting to be offfor more than that day should let the Employer know.  Absences in excess of three (3) daysshall require a medical excuse.

 

**WASH-UPTIME**

 

 4.7                              Allemployees shall be allowed a five (5) minute wash-up time prior to lunchand at the end of the shift.

 

**RESTPERIODS**

 

4.8                                 Employeeswill be permitted to take two (2) scheduled rest periods during each eight(8) hour shift at times to be determined by the Company.  Each period shall be fifteen minutes induration.  Should scheduled overtimeexceed two hours on a normal work day, a third rest period shall be provided atwhat would have been the end of a regular work day.

 

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**SHIFTDIFFERENTIAL**

 

4.9                                 Employeeswho work on the second shift shall receive an additional hourly payment of tenpercent (10%) of their regular hourly rate for each hour worked on the secondshift.

 

**ARTICLE V**

**HOLIDAYS**

 

5.1                                 Allemployees who have worked for the Company ninety (90) days shall receive eight (8) hourspay at regular hourly rates for the following holidays:

 

| **2004**                        | ** ** | **2005**                         | ** ** |
|---------------------------------|------------|----------------------------------|------------|
| Thanksgiving Day 11/25/04       |       | New Year’s Day  12/31/04    |       |
| Day after Thanksgiving 11/26/04 |       | Good Friday  3/25/05             |       |
| Christmas Eve 12/24/04          |       | Memorial Day  5/30/05            |       |
| Christmas Day 12/27/04          |       | 4th  of July 7/4/05         |       |
| * Floating 1 – 12/28/04    |       | Labor Day 9/5/05                 |       |
| * Floating 2 – 12/29/04    |       | Thanksgiving Day  11/24/05       |       |
| * Floating 3 – 12/30/04    |       | Day after  Thanksgiving 11/25/05 |       |
|                            |       | Christmas Day 12/26/05           |       |
|                            |       | Christmas Eve 12/27/05           |       |
|                            |       | * Floating 1 – 12/28/05     |       |
|                            |       | * Floating 2 – 12/29/05     |       |
|                            |       | * Floating 3 – 12/30/05     |       |
|                            |       |                             |       |
| **2006**                        | ** ** | **2007**                         |       |
| New Year’s Day 1/2/06      |       | New Year’s Day 1/1/07       |       |
| Good Friday 4/14/06             |       | Good Friday  4/6/07              |       |
| Memorial Day 5/29/06            |       | Memorial Day  5/28/07            |       |
| 4th of July 7/4/06         |       | 4th  of July 7/4/07         |       |
| Labor Day 9/4/06                |       | Labor Day 9/3/07                 |       |
| Thanksgiving Day 11/23/06       |       |                             |       |
| Day after Thanksgiving 11/24/06 |       |                             |       |
| Christmas Day 12/25/06          |       |                             |       |
| Christmas Eve 12/26/06          |       |                             |       |
| * Floating 1 – 12/27/06    |       |                             |       |
| * Floating 2 – 12/28/06    |       |                             |       |
| * Floating 3 – 12/29/06    |       |                             |       |

 

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*                 (Tobe used in conjunction with Christmas Eve and Christmas Day to provide one weekof shutdown.)

 

5.2                                 Noemployee shall qualify for pay for the above named holidays who has not beenpresent at work the full scheduled work day before and the full scheduled workday after the holiday, provided, however, each employee on the active payrollof the Company shall be credited with

 

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an excused absence ortardiness the scheduled work days before or the scheduled work days after apaid holiday for the following reasons:

 

a)                                      Anillness of or accident to, such employee, provided the illness or injury andthe employee’s inability to work is verified in writing to the Company by theattending physician; however, no holiday pay will be paid an employee receivingsick pay or compensation pay for the same day.

 

b)                                     Thedeath of the employee’s spouse, child, grandchild, grandparent, parent,brother, sister, step-parents, step-children, or in-law relative.

 

c)                                      Anyother good and valid reason approved in writing by the Union and the Company;and provided further, each such employee shall have a total allowance each yearof four hundred eighty (480) minutes of unexcused absences or tardiness thescheduled work days before and the scheduled work days after paid holidays.

 

5.3                                 Anemployee laid-off during the week in which a holiday occurs will receive thatholiday pay.

 

5.4                                 Employeesscheduled to work during Christmas shutdown shall be permitted to take theirholidays during the following year as long as the employee provides the Companywith a five (5) working days advance notice.

 

**ARTICLE VI**

**BEREAVEMENT**

 

6.1                                 Uponthe death of an employee’s spouse, child, grandchild, grandparent, parent,brother, or sister, such employee shall receive three (3) days off withpay at such employee’s regular hourly rate exclusive of any coinciding paidvacation or paid holidays of such employee. Upon the death of an in-law relative or step-child, or step-parent, onefull day off with pay and two days at no pay, if requested, will be allowed.

 

**ARTICLE VII**

**VACATIONS**

 

7.1                                 Forthe purpose of determining vacation pay eligibility, the employee’s senioritydate (hire date) shall be compared to July 1st of the currentvacation year.

 

Employees with less thanone year of seniority – For the purpose of determining vacation pay due anemployee with less than one (1) year of seniority (employee hire datecompared to July 1st of current vacation year), payment shallbe based on pro-rated schedule set forth in 7.4.  To receive vacation pay, the employee must beactive as of July 1st.

 

Employees with one (1) ormore year(s) of seniority as of July 1st will be as follows:

 

Length of Service as of July 1st

 

| One (1) year  but less than Two (2) years     |   | - |   |   40 hours |
|---------------------------------------------------------|--------|---|--------|-----------------|
| Two (2) years  but less than eight (8) years  |   | - |   |   80 hours |
| Eight (8) years  but less than thirteen (13) years |   | - |   | 120 hours       |

 

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| Thirteen (13)  years but less than twenty (20) years |   | - |   | 160 hours |
|------------------------------------------------------|--------|---|--------|-----------|
| Twenty (20)  years or more                           |   | - |   | 200 hours |

 

**For employeeshired after the ratification date of this agreement, and solely for purpose ofdetermining when the employee becomes eligible for two weeks of vacation,employees who are hired after July 1, but prior to December 31 of anyyear shall accrue one full year of consecutive service on the July 1immediately following the employee’s date of hire.**

** **

When plant shutdowns arescheduled employees will be required to use available vacation time; however,any employee entitled to two (2) weeks or less vacation time may take oneweek of such time at a later date, so long as the employee:

 

1.               Requeststo work during the shutdown period, and

2.               Scheduleshis vacation time.

 

In the event that theemployee works all or part of the shutdown period or in the event that theCompany fails to assign work to the employee during the shutdown period theemployee shall be entitled to take the one (1) week of vacation during thepreviously scheduled period.

 

Each such employee shalltake his paid vacation during the twelve months following July 1stat a time agreeable to the Company and the employee.  If the Fourth (4th) of July holidayfalls during the vacation shut down, then the Company and Union by mutualagreement shall designate its observance on another date or may agree to allowemployees to observe the holiday, with prior approval, at any time.

 

7.2                                 TheCompany shall have the right to require some employees to work during thevacation period in case of emergency or unusual conditions.

 

Employees and/ordepartments asked to work during the plant shutdown period shall schedule theirvacation at another time.

 

7.3                                 Anemployee receiving two weeks or less of vacation may take a week off at a dateother than shutdown if the employee who wants a week off at a later daterequest***s***to work during the plant shutdown period and schedule***s*** his one week ofvacation.  The Company may or may notassign the employee to work during the shutdown.

 

7.4                                 Eachweek of vacation pay of each employee shall be at such employee’s regularhourly rate at the time of such vacation. In order to be eligible for full vacation pay an employee must haveworked 1,680 hours during the year prior to July 1st.  If the employee during such year worked lessthan 1,680 hours but more than 1,260 hours, he shall receive seventy-fivepercent (75%) of his full vacation pay; less than 1,260 hours but more than 840hours, he shall receive fifty percent (50%) of his full vacation pay; less than840 hours but more than 420 hours, he shall receive twenty-five percent (25%)of his full vacation pay; and if he worked less than 420 hours in such year heshall receive no vacation pay.  Regularpaid vacations and regular paid holidays during such year shall be consideredas hours worked.

 

7.5                                 Ifan employee eligible for paid vacation is laid off, he may request to be paidhis accrued vacation to the date of layoff. An employee who quits after one (1) year of continuous employmentwith the Company shall be paid his accrued vacation to the date of histermination

 

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of employment.  Employees who are discharged for good causeshall receive no accrued paid vacation.

 

7.6                                 TheCompany shall supply the Union representative with a vacation list and willsupply the Union with all necessary wage data.

 

7.7                                 Employees who havemore than two (2) weeks of vacation entitlement may elect to take up tofive (5) of their vacation days in single day increments.  Employees who make this election must providefive- (5) workday notice, and the Company will attempt to accommodate therequest, but shall make a decision based on its production needs and schedulesor anticipated time off by other employees; provided however, that if no otheremployee in that classification is scheduled off for that day, the requestedday off will be granted (except for the unique anticipated events when businessneeds require a denial of the request, such as stock room clerk on inventoryday).  In the event that more than 10% ofthe bargaining unit employees in multiple classifications choose vacation timeduring the same period, the Union and the Company will meet in order toaccommodate the employer’s interest in maintaining production and the employees’interest in securing their scheduled vacations. The Company will also giveconsideration to an employee’s request with less than five (5) days noticeif an emergency situation arises.

 

### **ARTICLE VIII**

**JOB CLASSIFICATIONS AND WAGES**

**PAY DAY**

 

8.1                                 Thereshall be a payday on Friday of each week following the previous workweek, andpay shall be made in currency or by check. Not more than five (5) days’ pay shall be held back.  Such pay shall be delivered to the Employeesat or before the regular quitting time each Friday.

 

8.2                                 Thefollowing shall constitute the job title of each Employee placed in “Groups”for the purpose of wage classifications.

 

**JOB CLASSIFICATIONS AND RATES**

 
| **Job Title**                           | ** ** | **Job  Groupings** | ** ** | **Effective  11/22/04** | ** ** | **Effective  11/21/05** | ** ** | **Effective  11/20/06** | ** ** |
|-----------------------------------------|------------|--------------------|------------|-------------------------|------------|-------------------------|------------|-------------------------|------------|
|                                    |       |               |       |                    |       |                    |       |                    |       |
| Tool & Die Maker               |       | 1                  |       | 17.26                   |       | 17.51                   |       | 17.78                   |       |
|                                    |       |               |       |                    |       |                    |       |                    |       |
| Maintenance                             |       | 2                  |       | 16.00                   |       | 16.24                   |       | 16.48                   |       |
|                                    |       |               |       |                    |       |                    |       |                    |       |
| Punch Press (Set Up & Operate) |       | 3                  |       | 15.59                   |       | 15.82                   |       | 16.05                   |       |
| Set-Up (Mill, Drill & Lathe)   |       | 3                  |       |                    |       |                    |       |                    |       |
|                                    |       |               |       |                    |       |                    |       |                    |       |
| Chime Tuner, Final Assembler            |       | 4                  |       | 15.18                   |       | 15.41                   |       | 15.64                   |       |
| Inspector Tester                        |       | 4                  |       |                    |       |                    |       |                    |       |
| Tuner 1                                 |       | 4                  |       |                    |       |                    |       |                    |       |
| Assembly I                              |       | 4                  |       |                    |       |                    |       |                    |       |
|                                    |       |               |       |                    |       |                    |       |                    |       |
| Tuner II                                |       | 5                  |       | 14.64                   |       | 14.86                   |       | 15.08                   |       |

 

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| Resonator Assembly         |   | 5      |   |   |   |   |   |   |   |
|----------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
| Machine Operator I         |   | 5      |   |   |   |   |   |   |   |
| Bar Finisher               |   | 5      |   |   |   |   |   |   |   |
| Assembly II                |   | 5      |   |   |   |   |   |   |   |
| Production Painter/Sprayer |   | 5      |   |   |   |   |   |   |   |
| Stockroom Clerk            |   | 5      |   |   |   |   |   |   |   |
|                       |   |   |   |   |   |   |   |   |   |
| Order Packer               |   | 6      |   | 14.35  |   | 14.57  |   | 14.79  |   |
| Machine Operator II        |   | 6      |   |   |   |   |   |   |   |
| Material Handler           |   | 6      |   |   |   |   |   |   |   |
| Tuner III                  |   | 6      |   |   |   |   |   |   |   |
| Bench Assembler            |   | 6      |   |   |   |   |   |   |   |
| Maintenance Helper         |   | 6      |   |   |   |   |   |   |   |
|                       |   |   |   |   |   |   |   |   |   |
| Tuner Trainee              |   | 7      |   | 13.34  |   | 13.54  |   | 13.74  |   |
| Machine Operator III       |   | 7      |   |   |   |   |   |   |   |
|                       |   |   |   |   |   |   |   |   |   |
| Janitor                    |   | 8      |   | 10.66  |   | 10.66  |   | 10.66  |   |

 

b)                                     Wagesof each individual employee will be increased by the following:

 
| **1/3/05** | ** ** | **1/2/06** | ** ** | **1/1/07** | ** ** |
|------------|------------|------------|------------|------------|------------|
| 1.5        | %          | 2.25       | %          | 2.5        | %          |

 

There shall be nopyramiding of these annual percentage increases and the base rate annualadjustments set forth in Job Classification and Rate Table.  Employees shall not receive both a percentageincrease and a base rate annual adjustment.

 

8.3                                 Theamount of any negotiated wage increase during the term of this Agreement shallthen be added to the wage rates then paid to employees.

 

8.4                                 Groupleadersshall receive a minimum of seventy-five ($.75) cents per hour over the highestjob classification wage rate under their lead (red circled job rates areexcluded from this consideration).

 

8.5                                 Thepolicy of Musser is to have on file and make available for all interestedemployees the Job Classifications for all jobs within the departments.

 

a)                                      Allemployees interested in further explanation of the details and requirements ofa specific job may request a meeting with the supervisor.

 

b)                                     Employeesaccepted and attaining enough proficiency to be retained in a job shall receivethe designated wage for that job in no longer than twelve (12) months.

 

c)                                      Theminimum starting rates of skilled employees (Groups A, B, C, D) will be $10.00per hour minimum; semi-skilled employees (Groups E, F, G, H) will be $9.00 perhour

 

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minimum;and unskilled employees (Group I) will be $8.00 per hour minimum.  The Company may hire part-time help, providedsuch help does not constitute in excess of five percent (5%) of the total workforce covered by this contract.

 

8.6                                 Supervisoryemployees shall not perform work on any hourly rated job classification if theresult would be to displace an employee in the bargaining unit, but thisprovision shall not prevent such work (1) in emergencies, when regularemployees are not immediately available; (2) in the instruction ortraining of employees; (3) in testing materials and production; and (4) inthe performance of necessary work when production difficulties areencountered.  It is not the intent ofthis Section to circumvent Article I Recognition.

 

**ARTICLE IX**

**GRIEVANCEAND ARBITRATION**

**PROCEDURE**

 

9.1                                 Forthe purpose of peacefully settling all complaints and grievances, both partiesshall be governed by the grievance procedure as outlined in this article.

 

9.2                                 Timelimits will be strictly adhered to in all steps.  Should either party fail to adhere to a timelimit, that party will lose the right to any further objection, and thegrievance in question shall be considered at an end and shall be resolved infavor of the other party.  The partiesmay agree to a waiver of time limits in the event an emergency arises.

 

a)                                      Nocomplaint will be considered a grievance unless the incident causing thecomplaint is reported orally within three (3) working days of the time itbecomes known to the person making the complaint to his or her supervisor.(Step One (a) of Section 9.4 below). Thereafter the employee must comply with the time limits for putting hisor her complaint in writing that are set forth in Section 9.4 below.

 

b)                                     Incase more than one Employee is party to a grievance, a settlement on one shallbe binding to all.

 

c)                                      Anyagreements between the Company and the Union when signed by both parties shallbe binding on both parties.

 

d)                                     Agrievance shall be made in writing and in triplicate on a form supplied by theUnion.  The Union, the employee, and theCompany shall receive one copy each.  Thegrievant shall have the right to be present at each step of the grievanceprocedure.  No steward of the Union shallleave his or her department without notifying his or her foreman.

 

9.3                                 Nomore than three (3) employees shall be paid their straight time hourlywages for time lost while in negotiations with Company representatives duringworking hours.

 

9.4                                 **STEPS TO THE GRIEVANCE & ARBITRATION PROCEDURE**

 

**STEP ONE**

 

a)                                      Anyemployee of the Company having a grievance must first discuss this grievancewith his supervisor within three (3) working days of the time the complaintbecomes known to the

 

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employee.  Any employee may have the assistance of hisor her department steward at this step. The supervisor in question shall replyto the employee within eight (8) working hours from the time of thecomplaint.

 

b)                                     Ifthe Union or any individual employee believes a grievance exists, and in thecase of an individual employee’s grievance, within three (3) working daysafter he or she has received an unfavorable response to Step One (a) (oraldiscussion), the grievance must be submitted in writing to a representative ofthe Company.  The grievance shall statethe facts of the case and the remedy requested and shall be signed by thesteward.  Any employee shall have theassistance of his or her steward at this step.

 

c)                                      Thesupervisor shall answer the grievance in writing as soon as possible and in nocase later than ten (10) working days of his receipt of it, indicating hisdecision and the reason for it.

 

**STEP TWO**

 

a)                                      Ifthe party presenting the grievance is not satisfied with the supervisor’sanswer, that party or his steward shall turn the matter over to the UnionBusiness Agent.

 

b)                                     Shouldthe Business Agent deem the grievance to be valid, within ten (10) workingdays of the receipt of the supervisor’s written response, a written request fora meeting with the Plant Manager shall be submitted to him.  The Plant Manager will set a time for hismeeting with the Business Agent within ten (10) working days.  The decision of the Company reached as aresult of this meeting will be submitted in writing to the Shop Steward withinten (10) working days after such meeting.

 

c)                                      Witness-TheUnion or the Company shall have the right to call as witness any employee totestify as to the facts concerning any dispute during the hearing of agrievance or complaint.

 

**STEPTHREE**

 

a)                                      Ifand when the procedure under the two previous steps of this Section failsto bring about an amicable settlement, then the Union within twenty (20) daysof the Company’s determination under Step Two above, shall submit a writtenrequest to the Company for Arbitration.

 

b)                                     TheCompany and the Union by their designated representatives shall elect animpartial arbitrator to hear and determine the case and whose decision shall befinal and binding on all concerned.  Theimpartial arbitrator shall be selected as follows: The Federal MediationService shall be requested to submit a list of five (5) candidates fromwhich the selection shall be made.  Eachparty, within ten (10) days of receiving such list, shall deletealternately two (2) names from such list and the remaining candidate shallbe the impartial arbitrator.

 

c)                                      Thearbitrator shall have no power to add to, subtract from, or modify any of theterms of this agreement.  The finaldecision of the arbitrator shall be rendered as soon as possible after thesubmission of the case to him.  The feeand any expense incurred by impartial arbitration hereby shall be borne equallyby the Company and the Union.  It isfurther agreed that there shall be no unnecessary delay in such proceedings.

 

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### **ARTICLE X**

**SENIORITY**

 

10.1                           Allemployees who have been on the Company payroll and who have completed theirprobationary period as provided in Article I, Section 1.5, hereof,are included on the seniority list. Plant seniority shall be observed and determined by the last hiring dateof each employee.  Seniority shalloperate as follows: First as to occupation (job title) within the department;second, on a departmental basis; third, on a plant-wide basis.

 

10.2                           Shoulda layoff become necessary, the layoff will operate in the followingmanner:  In the affected department(s),the employee(s) with the least seniority shall be bumped from thedepartment.  Such employee(s) shall havethe right to bump other employee(s) in the bargaining unit with less seniorityprovided they satisfy the following training performance criteria.

 

a)                                      Theemployee shall have a maximum four (4) week training period.  The first week the employee will not begoverned by job efficiencies.  The secondweek the employee must average 50% of standard or higher. The third week theemployee must average 75% of standard. The fourth week the employee must average 90% or higher ofstandard.  Failure to satisfy theserequirements constitutes automatic disqualification and the employee shall beplaced on layoff status with no further “bumping” options.

 

b)                                     Shouldan employee exercise his or her seniority rights bumping to a higherclassification, the employee will receive the base rate for that higherclassification for the four week training period set forth in Section 10.2(a) above.  Upon the satisfactorycompletion of the four week training period, that employee will receive therate of pay he or she was previously being paid or the base rate for the higherclassification, whichever is greater, plus a fifteen cent ($.15) hourly wageincrease.

 

c)                                      Exempt Jobs.  Notwithstanding the above, an employee withprior experience on an exempt job may bump into that job providing that theemployee can perform to Company standards immediately, except that this provisionshall not apply to the classification of Groupleader, which will continue to betotally a management prerogative.

 

d)                                     Thefollowing jobs are exempt from bumping:

 

Tool and Die

Maintenance

Chime Tuner/Final Assembler

## ***Tuner I***

Tuner II

Set-Up Operators

Groupleaders

 

10.3                           Recall

 

a)                                      Employeesshall be recalled in order of seniority.

 

b)                                     Shouldan employee be recalled for a job other than his own, he shall be eligible forthe four week training period outlined in Section 10.2 (a) above***;***provided however,that Employees

 

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shallnot be eligible for recall to the exempt jobs identified in 10.2 (d) above,unless the******employeeshave held the job in the prior twelve month period.*** ***Should the employee disqualify during training he will bereturned to layoff and be recalled only when his permanent job is open, or inthe case of an employee whose permanent job has been eliminated, only when hisseniority qualifies him to be recalled for another job.

 

c)                                      Anemployee may, when recalled for a job other than his own, choose one of threeoptions:

 

1)              Acceptthe job subject to satisfying the training procedure.

 

2)              Decline,awaiting the next call back.

 

3)              Decline,awaiting call back for his permanent job.

 

10.4                           When anemployee is transferred from his permanent job to another on a temporaryassignment, the employee will be paid at the higher rate of pay of the two jobclassifications.

 

10.5                           Anemployee who quits or is discharged for cause, or fails to report for work withinthree (3) work days after he is called to work, unless he has been excusedin writing by the Company’s human resource office, copies of which shall begiven to the Steward, shall lose all seniority and be considered a new employeeif ever re-employed.  All employee callbacks will be via certified mail, return receipt requested to the last addresson file in the personnel office.

 

a)                                      Effectivethe date of this Agreement, an employee who is transferred to a job outside thebargaining unit shall retain the seniority he has as of the date he leaves theunit.  If such employee is latertransferred back to a job within the bargaining unit, he may exercise saidseniority.  Employees outside thebargaining unit will retain their accumulated seniority through November 18,1987.

 

b)                                     Eachemployee must conduct himself or herself in accordance with the posted rules andregulations of the Company.  Unreasonableabsence from an employee’s work position contrary to the orders of his foreman,department head, or stopping work before the warning bell may subject theemployee to discipline or discharge.  Ifan employee is absent three (3) days and has failed to contact or notifythe Company within the three (3) days, the employee will be dismissed.

 

### **LEAVEOF ABSENCE**

### ** **

c)                                      TheCompany may grant leave of absence on such conditions as it deems necessary,which shall be in writing, copies of which shall be furnished to the Stewardupon proper request.

 

**JOBOPPORTUNITIES POSTING**

 

10.6                           Alljobs other than groupleader status will be posted on all Bulletin Boards fortwo (2) consecutive working days during the normal work week.  During that time period, all employees shallhave the right to bid on all jobs so posted by signing their names on a biddingsheet which shall be posted with the job notice.

 

a)                                      Jobor department seniority shall be given preference in filling vacancies of apermanent nature or a newly created job, provided that the senior employee iscapable of performing the particular work involved.

 

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b)                                     Theemployee shall have a maximum four (4) week training period.  The first week the employee will not begoverned by job efficiencies.  The secondweek the employee must average 50% of standard or higher.  The third week the employee must average 75%of standard.  The fourth week theemployee must average 90% or higher of standard.  Failure to satisfy these requirementsconstitutes automatic disqualification and the employee shall return toprevious job, forfeiting rights to re-bid on that job one (1) year.

 

c)                                      Shouldan employee exercise their bidding rights qualify for a higher payclassification, the employee will receive the base rate for the higherclassification for the four week training period set forth in Section 10.6(b) above.  Upon the satisfactorycompletion of the four week training period, the employee will receive the rateof pay he or she was previously being paid or the base rate for the newclassification, whichever is higher, plus a fifteen cent ($.15) hourly increase.

 

d)                                     DuringCompany shutdown of the plant and resulting layoffs for the purpose of takinginventory, the Company may select employees to assist in the inventory for aperiod of up to two (2) full work days without regard to the seniorityhereunder of the employees selected. Employees not so selected may take these days as vacation to which theyare entitled under Article VII hereof.

 

e)                                      Thisjob is being posted as a backup job. Employees being accepted for backup jobs will be provided with trainingso they can work on the job.  Whenassistance is required, backup employees will be transferred to the jobrequiring assistance in accordance with the Agreement.  If a vacancy occurs in this jobclassification, the employees who are considered backup employees will havepreference in filling the vacancy in order of seniority.

 

10.7                           TheCompany will develop and begin training programs as soon as practical in anyclassification where the job duties have been modified.  While it is not the Company’s intent todisqualify an employee from their current job due to the reclassifications theCompany has proposed during the 2004 collective bargaining session, if anemployee cannot satisfactorily perform the functions of the job after areasonable training period (not to exceed four weeks) the employee will bedisqualified, however if the new function is one that employees have nothistorically learned in the normal four week training period, and the employeehas shown that they are capable of performing this function and are makingprogress, the Company will continue to work with the employee for up to anadditional four weeks.

 

**ARTICLE XI**

**INSURANCE**

 

11.1                           TheCompany agrees to maintain and keep in full force and effect a ComprehensiveMajor Medical Expense Insurance Plan and a Group Life Insurance Plan coveringall employees of the Company who make proper application for coveragethereunder.  The benefits to be providedby such Plans shall be those which were negotiated.  The rights, privileges, benefits, and duties ofeach covered employee shall be subject to all provisions contained in suchgroup contracts and the individual certificate issued thereunder, and theCompany assumes no responsibility thereunder other than the payment of premiumsdue as hereinafter provided.

 

a)                                      Allnew employees hired by the Company shall be required to wait ninety (90) daysfrom the date of employment before coverage applies.

 

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b)                                     Anyemployee who has been employed by the Company for at least ninety (90) days whowishes to cover dependents must fill out an enrollment application formrequesting Family Plan Coverage.

 

c)                                      Theemployee’s weekly contribution for the Comprehensive Major Medical ExpenseInsurance Plan will be as follows:

 

Conn-Selmer, Inc.Choice Benefit Plan

 

# **CHOICEONE**

 
| ** **          | ** ** | **2005** | ** ** | **2006** | ** ** | **2007** | ** ** |
|---------------------|------------|----------|------------|----------|------------|----------|------------|
| Single              |       | $        | 13.00      |     | $          | 19.00    |       | $ | 25.00 |   |
| Employee + 1        |       | $        | 20.00      |     | $          | 27.00    |       | $ | 32.00 |   |
| Employee + Children |       | $        | 23.00      |     | $          | 30.00    |       | $ | 36.00 |   |
| Employee + Family   |       | $        | 27.00      |     | $          | 40.00    |       | $ | 50.00 |   |

 

## ***CHOICETWO***

 
| ** **          | ** ** | **2005** | ** ** | **2006** | ** ** | **2007** | ** ** |
|---------------------|------------|----------|------------|----------|------------|----------|------------|
| Single              |       | $        | 8.00       |     | $          | 15.00    |       | $ | 20.00 |   |
| Employee + 1        |       | $        | 11.00      |     | $          | 18.00    |       | $ | 23.00 |   |
| Employee + Children |       | $        | 14.00      |     | $          | 21.00    |       | $ | 26.00 |   |
| Family              |       | $        | 16.00      |     | $          | 30.00    |       | $ | 40.00 |   |

 

Foremployees who elect coverage under either Choice One or Choice Two, the Companywill waive the first four hundred dollars ($400.00) that the employee otherwisewould have paid toward the annual deductible for calendar year 2005.

 

d)                                     Theemployee’s weekly contribution for Dental Insurance Plan will be as follows:

 

January 1, 2005   $5.29 family, $1.92 employee only

January 1, 2006   $5.29 family, $1.92 employee only

January 1, 2007   $5.81 family, $2.06 employee only

 

e)                                      Theemployee’s weekly contribution for Vision Insurance Plan will be as follows:

 

January 1, 2005   $3.50 family, $.60 employee only

January 1, 2006   $3.50 family, $.65 employee only

January 1, 2007   $3.50 family, $.70 employee only

 

Duringthe term of the Agreement, if an employee opts out of the Vision Plan for any reason,the employee will not be allowed to re-enroll. The employee will not be allowed to re-enroll unless agreed to in thenext round of negotiations.

 

**PENSIONPLAN**

 

11.2                           EffectiveNovember 23, 1981, all active hourly employees of Ludwig and Mussercovered by this Agreement will participate in Conn-Selmer, Inc. PensionPlan for Hourly Employees.

 

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All contributions to thePlan will be made by the Company.

 

a)                                      Forpurposes of determining eligibility for benefits under this Plan, the Companywill recognize up to five (5) years of continuous service with Ludwig orMusser based on actual hours worked by year during the period of November 23,1976 to November 23, 1981.

 

b)                                     EffectiveNovember 23, 1981, the accrued monthly pension benefits due eligibleemployees shall be computed by multiplying an eligible employee’s years ofBenefit Service as defined in the Plan up to a maximum of 40 years by:

 

$23.00 per month if theemployee’s last working day is on or after January 1, 2005

$24.00 per month if theemployee’s last working day is on or after January 1, 2006

$25.00 per month if theemployee’s last working day is on or after January 1, 2007

 

The Company will providethe Union with a copy of the Pension Plan which provides for the variousoptions and requirements.

 

**ARTICLE XII**

**SEVERANCE**

 

12.1                           Ifeconomic or competitive conditions make it necessary to move a part or all of aplant to a new location, the employees affected by the moves shall have thefollowing rights:

 

a)                                      Employeeswhose jobs are affected due to job elimination shall be required to exercisetheir option of bidding, bumping, accept layoff or severance pay as provided inthis Agreement.  Employees electing anyof the above options, other than severance pay, forfeit the right to suchseverance pay at the time of such election except as provided for in thisAgreement.

 

Employeeselecting any of the above options, other than severance pay, forfeit the rightto such severance pay at the time of such election except as provided for inthis Agreement.

 

b)                                     Allemployees actively employed at the time of relocation of operations will beeligible for severance pay based on original hire date with Ludwig, Musser, orSelmer.

 

c)                                      Activeemployees who are eligible for early retirement may elect their retirement andreceive severance in accordance with this section provided they qualifyunder the provisions of the pension plan set forth in Section 11.2 above.

 

d)                                     Severancepay for affected employees shall be at the rate of one (1) week’s pay foreach full year of seniority at the current rate of pay at the time ofseverance.

 

e)                                      Employeesaccepting severance pay shall forfeit all seniority rights at that time,retaining only vested rights, if any, in the pension plan.

 

f)                                        Nothingin this Agreement shall restrict the Company’s right to introduce newproduction methods or facilities, to discontinue present jobs, to introduce newengineering changes or methods, to introduce new materials or to substitute newmaterials, to purchase or sub-contract any items.  This Agreement pertains only and specificallyto closing a part or all of the plant and relocating it to a new location.

 

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**ARTICLE XIII**

**CHRISTMASBONUS**

 

13.1                           Anannual Christmas Bonus will be paid to all hourly employees, based on fullyears of service as of December 31st each year, in accordance with thefollowing schedule:

 

| **SERVICE**              | ** ** | **BONUS** | ** ** |
|--------------------------|------------|-----------|------------|
| Over 3 months to 5 years |       | $         | 50.00      |   |
| Over 5 years to 10 years |       | $         | 100.00     |   |
| Over 10 years            |       | $         | 200.00     |   |

 

**ARTICLE XIV**

**JURY DUTY**

 

14.1                           TheCompany agrees to pay any employee called for jury duty his or her regularstraight-time hourly rate for an eight hour day less any jury fee he or shereceives for such jury duty during each day he or she is absent from work andin court attendance on official jury duty.

 

**ARTICLE XV**

### **DURATION**

### ** **

15.1                           Theterm of the Agreement shall commence on the 20th day of November 2004 andshall end at 12:01 a.m. on the 17th day of November 2007.  Thereafter, it shall continue in force fromyear to year unless either party hereto shall notify the other in writing atleast (60) days prior to the expiration date of the term, or any extended termof the Agreement of any intention to make changes in or terminate Agreement.

 

**SUCCESSORSHIP**

 

15.2                           Ifthe ownership and/or management of the Employer should change, or if the legalidentity should change, this Agreement will be recognized in its present formby the new party.

 

**NOSTRIKE-NO LOCKOUT**

 

15.3                           TheCompany agrees that so long as this Agreement is in effect, there shall be nolockouts.  The closing down of the Plantor any part thereof or curtailing any operations for business reasons shall notbe construed to be a lockout.  The Union,its officers, agents, members, and employees covered by this Agreement agreethat so long as this Agreement is in effect, there shall be no strikes,sit-downs, stoppage of work, boycott or any unlawful acts that interferewith the Company’s operations or the production or sale of its products, andfurthermore shall take affirmative action to prevent or stop unauthorizedstrikes by notifying its members that it disavows the strike.  Such affirmative action must be taken by theUnion within five (5) days of any violation of the foregoing by anyemployee or employees.  Thereafter, anyviolation of the foregoing provisions may be made the subject of disciplinaryaction, including discharge, and such action or management’s determination ofthe facts on which such action is based, may not be raised as a grievance underthis Agreement.

 

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**PARTIAL INVALIDITY OF AGREEMENT**

 

15.4                           Anyprovision of the Agreement which conflicts with the provision of a Federal orState Statute, or Executive Order having the effect of law, now in force orhereafter enacted, shall be considered to be automatically modified to suchextent as is necessary to remove such conflict and the fact that any suchprovision as originally written is determined to be invalid shall not affectthe validity of the remainder of this Agreement.

 

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IN WITNESS WHEREOF, the parties hereto set their handsand seals as of the 6th day of August, 2005.

 

This is to certify thatthis Agreement entered into between **MUSSER DIVISION**,a Division of **CONN-SELMER INC.** and **LOCAL 1027** of the **UNITED BROTHERHOOD OFCARPENTERS AND JOINERS OF AMERICA** has been acknowledged.

 

 
| **FOR:**                                       |
|------------------------------------------------|
| **CHICAGO REGIONAL COUNCIL OF CARPENTERS**     |
|                                           |
|                                           |
| /s/ Martin C. Umlauf                           |   |
| Martin C. Umlauf                               |
| President – Executive Secretary Treasurer |
|                                           |
|                                           |
| /s/ Jeffrey Isaacson                           |   |
| Jeffrey Isaacson                               |
| First Vice President                           |
|                                           |
|                                           |
| **FOR:**                                       |
| **MUSSER DIVISION**                            |
| Division of Conn-Selmer, Inc.             |
|                                           |
|                                           |
| /s/ Michelle Hammer                            |   |
| Michelle Hammer                                |
| Vice President, Human Resources                |

 

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