UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

WILLARD L. SLOAN, EUGENE J.

WINNINGHAM, and JAMES L. KELLEY, 

on behalf of themselves and a similarly 

situated class, Case No. 09-cv-10918

Hon. Paul D. Borman

Plaintiffs, Magistrate Mona K. Majzoub

v. Class Action

BORGWARNER, INC., BORGWARNER 

FLEXIBLE BENEFITS PLANS and

BORGWARNER DIVERSIFIED 

TRANSMISSION PRODUCTS, INC.,

Defendants.

_____________________________________________________________________________/

EXHIBIT 21 

TO 

PLAINTIFFS’ MOTION 

FOR SUMMARY JUDGMENT

AS TO LIABILITY

2:09-cv-10918-PDB-MKM Doc # 104-6 Filed 05/14/12 Pg 1 of 19 Pg ID 5563
PLANT SHUTDOWN AGREEMENT 

between 

BORGWARNER DIVERSIFIED TRANSMISSION PRODUCTS INC., 

MUNCIE PLANT 

and 

INTERNATIONAL UNION, UNITED AUTOMOTIVE, AEROSPACE AND 

AGRlCULTURAL IMPLEMENT WORKERS OF AMERlCA (UA W) AND ITS 

LOCAL NO. 287 

DTP017176 

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PREAMBLE 

This Plant Shutdown Agreement sets forth the tenus of the agreement (hereinafter 

referred to as the "Plant Shutdown Agreement") entered into on We :2b ,2009, between 

BorgWamer Diversified Transmission Products Inc. for its Muncie Plant operations located at 

5401 Kilgore Avenue, Muncie, Indiana 47304 (hereinafter referred to as the "Company") and 

the rntemational Union, United Automotive, Aerospace and Agricultural Implement Workers of 

America (UA W) and its Local No. 287 (hereinafter referred to as the '·UnionU). 

WHEREAS, the Company and the Union are parties to a Collective Bargaining 

Agreement entered into on or about April 25, 2005 (hereinafter referred to as the "2005 

Agreement") for the employees in the Bargaining Unit as defmed by Article I, Recognition of the 

2005 Agreement, and 

WHEREAS, the Company has informed the Union of its intention to pennanently close 

the Company's Muncie plant on April 24,2009, or such other date as may be determined by the 

Company and communicated to the Union. and 

WHEREAS, the Company and the Union have concluded their discussions about the 

Company's decision to permanently close the Plant and the effects of that decision on bargaining 

unit employees, and 

WHEREAS, the Company and the Union are interested in providing an orderly and 

efficient termination of the Muncie plant and have reached agreement concerning all subject 

matters related to the Muncie plant closing, which agreement is set forth below, 

NOW THEREFORE, for good and sufficient consideration, the parties hereto mutually 

agree as follows: 

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ARTICLE I 

Modification and Termination of UA W Agreements 

A. The current Collective Bargaining Agreement, the Health Insurance Agreement, 

the Pension Agreement, the Supplemental Unemployment Benefit Agreement and all other 

agreements between the Company and Union, any exhibits, appendices, understandings. letters. 

memoranda of agreement (collectively "UA W Agreements"), except as provided by this Plant 

Shutdown Agreement, shall terminate with respect to Company operations and the Muncie Plant 

at midnight, April 24, 2009, or such other date as may be determined by the Company and 

communicated to the Union.· This Article leA) shaH modify and supersede the notice provision 

set forth in any of the current agreements between the Company and the Union regarding 

termination. The termination ofUA W Agreements shall not affect any rights to pension benefits 

that have vested under the terms of the Pension Agreement or Pension Plan or as a matter of law. 

The termination of the UA W Agreements shall likewise not terminate the Retirement Income 

Program ofBorgWamer Diversified Transmission Products, Inc. Muncie Plant. The termination 

of UA W Agreements also shaH not affect any rights to weekly sickness and accident benefits 

that have accrued as of the plant closing, but the continued receipt of such benefits shall not 

constitute service with the Company. 

B. If any provision of any of the current agreements between the Company and the 

Union are inconsistent with any of the provisions of this Plant Shutdown Agreement, the 

provisions of this Plant Shutdown Agreement shall govern. 

C. The term "Permanent Layoff' as used in this Agreement shaH mean the status 

given to an employee covered under this Plant Shutdown Agreement by the Company on the 

date when the Company releases hirnlher from further employment obligations with the 

2 DTP017178 

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Company. The term "Permanent Layoff Date" as used in this P1ant Shutdown Agreement shall 

mean the. date on which the employee was placed on Permanent Layoff. The Permanent Layoff 

Date shall be the employee's termination date of employment from the Company, thereby 

terminating his/her seniority with the Company. An employee who is placed on Permanent 

Layoff and receives plant closing benefits in accordance with Article IV of this Plant Shutdown 

Agreement shall have no recall rights and shall not continue to earn credited service for purposes 

of pension benefits. 

D. Prior to the termination of the UA W Agreements at midnight on April 24, 2009, 

such U A W Agreements shall be modified as follows: 

I. The business commitment letter to the Union dated April 12, 2005, and signed by 

Doug Owenby and Cynthia Niekamp shall be rescinded effective October 1,2007, and shall be 

of no legal force or effect. 

2. Article One, Recognition, Section I(b), Removal or Acquisition of Plants, and 

Section 1 (c), Relocation Allowance of the 2005 Agreement, shall be rescinded effective 

October 1,2007, and shall be of no legal force or effect. 

3. All restrictions in the 2005 Agreement and existing Memoranda of Understanding 

on the Company's ability to outsource work for cost, efficiency and/or quality consider~tions . 

shall be eliminated effective October 1,2007. This includes, but is not necessarily limited to, the 

Memorandum of Understanding on Outsourcing of Non-Skilled Work and the Memorandum of 

Understanding on Outsourcing of Skilled Work. Except in the case of emergency or temporary 

outsourcing, the Company agrees to give the Union not less than thirty (30) days advance notice 

of an outsourcing of work from the Muncie Plant and such notice will satisfy the Company's 

obligations to the Union and employees regarding the decision and effects of any act of 

3 

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outsourcing. The Union agrees to withdraw all pending grievances regarding outsourcing and 

will not grieve any future outsourcing so long as the Company provides the advance notice 

specified above. 

4. Overtime restrictions in the 2005 Agreement shall be modified as follows: 

Article e Nine, Section 5: Eliminate the following language: "Any overtime 

worked under the above paragraph must be mutually agreed to between the Union 

and Diversified Transmission Products (Muncie Plant)." 

During the 2000-2001 negotiations, the parties agreed to establish a form to be 

utilized to ensure the proper administration of Article Nine, Section 5e This form 

must be filled out before any provisions of Article Nine, Section 5 are 

administered. The intent of this form is to ensure proper administration of this 

Article and Section. It is not intended to otherwise alter either party's rights 

under Article Nine, Section 5. 

The remaining sections of Article Nine are unchanged. 

5. Article Fourteen. Stoppage of Work, in the 2005 Agreement shall be amended to 

read as follows: 

SECTION 1 - STRIKES AND LOCKOUTS 

The Union will not cause or permit its members to cause, nor will any member of 

the Union take part in any strike, either sit-down, sJow·down, stay-in, or any other 

kind of strike or stoppage of work or other interference with any of the 

Company's operations for any reason whatsoever. Any violations of this 

provision shall be brought to the attention of the Union representatives by the 

Company. The Union representatives shall be obligated to make every reas()nable . 

effort to curb or stop any such violation. Any interference with the Company's 

operations, as described above, shall be deemed a violation of this Section. Any 

employee involved in any violation of this Section shall be subject to discharge. 

The Company agrees that there shall be no lockout of its employees during the 

term of this Agreement. In addition to the above, when another outside union is 

on strike and may have a picket line in front of the Company's Muncie Plant. the 

Union agrees not to request or encourage its members to participate in a sympathy 

strike nor will any member take part in any sympathy strike. 

SECTION 2 - DUTY TO COOPERATE 

Current language to remain unchanged 

4 

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6. For grievances arising after the effective date of this Plant Closure Agreement, 

Article Three, Grievance Procedure, of the 2005 Agreement is modified as follows: 

a. All new grievances must be filed within ten (10) days of the date the 

Union or affected employee or group of employees first had knowledge of 

the circumstances giving rise to the grievance. 

b. Within ten (l0) days of the filing of a grievance, a Step 3 meeting will be 

conducted. All other steps of the grievance procedure before arbitration 

are eliminated. 

c. The Company will not be required to arbitrate any grievance that is not 

submitted by the Union to the American Arbitration Association within 

thirty (30) days after receipt of the Company's Step 3 response. 

Grievances not timely submitted to arbitration will be deemed settled. 

7. Post-retirement health care benefits are eliminated for all employees who were 

actively at work, on leave or laid off as of February 23, 2009. All individuals otherwise eligible 

for such benefits will be entitled to the amounts outlined in Article IV(B) below in exchange for 

relinquishing them. Neither this provision nor anything else in this Plant Shutdown Agreement 

affects the rights, if any, of employees who retired before February 23, 2009, to post-retirement 

benefits. This provision does not apply to any life insurance benefits employees or retirees are 

entitled to under the terms of the existing plan. 

8. The Company will retain any surplus funding in the Supplemental Unemployment 

Benefit Plan as of the plant shutdown date determined by the Company. In 2009, retiree bonuses 

and any balance will be paid in accordance with the tenns of the 2005 Agreement. 

9. Vested Basic Pension Payout Options: Employees who will not meet eligibility 

requirements to retire by April 24, 2009, or who do meet the eligibility requirements to retire but 

who choose not to retire at that time, may elect one of the following options to receive their 

earned pensions based on actuarially detennined amounts that are cost neutral to the plan: 

5 

DTP017181 

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1. No change. Begin drawing fully earned pension upon retirement as 

currently defined under the agreement. 

2. Early Distribution. Receive an actuarially determined reduced pension 

annuity amount based at any age. This amount would be determined in 

such a way that the accrued benefit would be actuarially reduced to 

provide for the fact that the earlier pension will be paid for a longer period 

oftime. For example someone not meeting the 30 years of service, 85 

points, or age 60 & 10 would still be able to apply for their pension as of 

the plant close date. However the benefit would be reduced appropriately 

to reflect the longer payout of benefits. 

3. Early Distribution Option Over 15 Years. When the Muncie Plan is 

determined by its actuaries to be 80% funded (measured by reference to 

the PIan's AFT AP) as determined under the Pension Protection Act 

(deeming the Act to apply to the Muncie Plan on the date of this 

Agreement), to the extent allowed by law from time to time, participants 

will become eligible to receive an actuarially determined pension annuity 

amount based at any age and paid for a period of l5 years at an amount 

that is actuarially neutral to the earned benefit. This amount would be 

determined in such a way that the accrued benefit would be actuaJial\y 

adjusted to provide for the earlier pension age and payments over a capped 

period of 15 years. The Company is under no obligation to fund the 

Muncie Plan to any degree greater than required by law from time to 

time in order to achieve or maintain 80% funded status. 

4. Lump Sum Payout. When the Muncie Plan is detennined by its actuaries 

to be 80% funded (measured by reference to the PIan's AFTAP) as 

determined under the Pension Protection Act (deeming the Act to apply to 

the Muncie Plan on the date of this Agreement), to the extent allowed by 

law from time to time, participants will become eligible for lump sum 

payments at an amount that is actuarially neutral to the earned benefit. 

The Company is under no obligation to fund the Muncie Plan to any 

degree greater than required by law from time to time in order to achieve 

nr maintain 80% funded status. 

The Company agrees to waive the one year mamage stipulation In the pension 

agreement. 

6 

DTP017182 

2:09-cv-10918-PDB-MKM Doc # 104-6 Filed 05/14/12 Pg 8 of 19 Pg ID 5570
ARTICLE II 

Resumption of Operations 

If the Company resumes manufacturing of any product at the Muncie Plant within 

five (5) years of the Closing Date, it will provide advance notice to the Union of its plans and, on 

written request of the Union, the Company will recognize the Union, to the extent permitted by 

the National Labor Relations Act, as amended, and enter into negotiations for a new collective 

bargaining agreement. Any such request by the Union must be received by the Company on or 

before May I, 2014. In the event of resumption of operations, employees will be recalled 

according to the seniority list of July I, 2007, prior to any new hires. 

ARTICLEm 

Procedure for a Permanent Layoff From Employment and Letter of Recommendation 

A. Any layoffs under this Plant Shutdown Agreement will be preceded by at least 

five (5) calendar days' notice to the Union. The notice will list the name of the employee laid 

off, the classification and department to be affected, and whether the layoff is temporary with 

recall rights or a Permanent Layoff. If the notice is for a Permanent Layoff, the Company will 

follow the layoff procedures set forth in the 200S Agreement. Employees need not be placed on 

temporary layoff before being placed on Permanent Layoff. 

B. If an employee on a temporary layoff (not designated as being on Permanent 

Layoff) is recalled to work, the employee must decide whether or not to return to work within 

five (5) calendar days of hislher recall notice and must be available, unless otherwise eligible to 

be absent at that specific time for an approved leave, to begin work on the next shift following 

the expiration of that five (5) calendar day period. 

7 

OTP017183 

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C. An employee who has been on temporary layoff status for sixty (60) consecutive 

days will be placed on Permanent Layoff on the effective date of this Agreement. After the 

effective date of this Agreement, all other employees who remain on temporary layoff status for 

sixty (60) consecutive days without recall being offered will be placed on Permanent Layoff on 

the sixtY-first{61 s1) day from the individual employee's layoff. 

D. At the time that the employee is placed on .Permanent Layoff, the Company will 

provide the employees with a standard format letter that will set forth basic employment 

information regarding such individual's date of hire, date of termination, job classifications held 

in the past five (5) years and any identifiable skills. The letter will also indicate that the 

employee participated in the smooth phase down of operations and that he/she worked as 

required by the Company. The Company will provide the Union with a copy of the letter given 

to the employee within twenty-four (24) hours after it is given to the employee. 

E. If there are no employees on temporary layoff with recall rights, the Company, in 

order to meet production and maintenance requirements, may on a daily/weekly basis assign 

salaried or third-party agency employees or hire temporary employees to perform the jobs 

covered under the 2005 Agreement. Such persons wiJl not be eligible for any benefits or rights 

provided by the agreements between the Company and the Union or this. Plant. Shutdown 

Agreement. 

ARTICLE IV 

Negotiated Plant Closing Benefits 

A. As described in this Article IV, the Company agrees to provide plant closing 

benefits to employees who are actively employed or on layoff or any form of leave with recall 

rights on February 23, 2009. These benefits are paid to prevent the disruptive, unplanned exodus 

8 

DTP017184 

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of employees prior to closure and promote the orderly closing of the plant by inducing 

employees to remain employed until released by the Company. As the purpose of the pay is to 

induce employees to stay employed prior to the closing, the pay is properly allocated to the 

period prior to the closing even though paid thereafter. Active employees must continue work 

until permanently laid off due to the plant shutdown, or continue working and retire between 

February 23,2009 and the plant closing date, in order to receive benefits under this Article. Any 

employee who quits, or is terminated for cause, will not be eligible to receive these benefits. The 

aggregate payout in plant closing benefits will not exceed $34,000,000. 

B. Plant Closing Benefits Schedule. Plant closing benefits will be provided to 

eligible individual employees in a combination of closing pay and tax-sheltered contributions to 

a Healthcare Reimbursement Account (HRA). Plant closing benefits for eligible employees will 

be provided according to the following schedule: 

Per Person 

Level Description Total HRA Closing Pay 

lA Retiree Health Care (He) Eligible w/30 100,000 10,000 90,000 

or More Years of Service 

IB Retiree Health Care Eligible w/27 Years 100,000 10,000 90,000 

Seniority but Less Than 30 Years 

lC Retiree Health Care Eligible w/25 Years 91,500 10,000 81,500 

Seniority but-Less Than 27 Years 

ID Retiree Health Care Eligible w/20 Years 84,500 10,000 74,500 

Seniority but Less Than 25 Years 

IE Retiree Health Care Eligible wi 15 Years 73,000 10,000 63,000 

Seniority but Less Than 20 Years 

2 Seniority Date on or Before 12/31181 - 50,000 50,000 

Not Eligible for Retiree Health Care 

3 25 Years of Service but Less Than 27- 41,500 41,500 

Not Eligible for Retiree Health Care 

4 20 Years of Service but Less Than 25- 34,500 34,500 

Not Eligible for Retiree Health Care 

5 15 Years of Service but Less Than 20- 23,000 23,000 

Not Eligible for Retiree Health Care 

6 10 Years of Service but Less Than 15 12,750 12,750 

9 

DTP017185 

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7 5 Years of Service but Less Than 10 7,750 7,750 

In the event individuals with return rights elect not to return to the bargaining unit by 

February 23, 2009, amounts allocated to such individuals for plant closing benefits will be 

reallocated to levels 1 through 7 in the same proportions as set for above, but in no event will the 

amount paid by the Company exceed $34,000,000. 

C. Any closing pay paid by the Company to employees under this Plant Shutdown 

Agreement will be made in equal monthly installments (less applicable withholding taxes) over a 

12-month period commencing on May 1,2009. 

D. All individual payments of plant closing benefits will be conditioned upon the 

individual employee signing a comprehensive release of claims against the Company and the 

Union in a form acceptable to the Company and the Union. 

E. Individual payments under this Article will be made after the employee has been 

afforded at least forty-five (45) days to consider the required release agreement and has had 

seven (7) days within which to revoke signed consent to such agreement. 

F. In the event an eligible employee dies before receiving all monthly closing pay 

payments under this Article, the remaining unpaid monthly payments will be paid to the 

employee's estate. In the event of death, any balance in an employee's liRA will be transferred 

to the employee's designated beneficiary subject to the requirements that (1) the beneficiary 

must be a dependent of the employee and (2) the BRA funds are used to reimburse qualified 

medical expenses. 

G. The Company and the Union agree that other than as set forth in this Plant 

Closing Agreement, there are no other agreements. memorandums. understandings or practices 

which would require the Company to pay severance or any other fonn of plant closing 

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DTPOl7186 

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compensation to employees represented by the Union. To the extent that this Plant Shutdown 

Agreement addresses eligibility for post-retirement health care for those who retire after 

February 1, 2009, it is intended to amend and supersede the parties' current Health Insurance 

Agreement. The HRA provided in this Article IV will be the sole retiree medical benefit plan 

provided to any employee who retires after February 1,2009 or is terminated from employment. 

as of the plant closing date. 

ARTICLE V 

Vacations 

Each employee will receive vacation pay and vacation bonus in accordance with the 2005 

Agreement Any deferred vacation not used prior to the employee's Permanent Layoff Date will 

be paid at the time of Permanent Layoff. No further accruals of vacation or vacation bonus shall 

occur subsequent to an employee's Permanent Layoff Date. 

ARTICLE VI 

Continuation oC Insurance 

A. Employees who were covered by the Company's actives health insurance plan on 

their Permanent Layoff Date or temporarily laid off employees who are recalled to work and 

become eligible for coverage under the Company's health insurance. plan prior to .their 

Permanent Layoff Date shall be eligible to have such coverage continued in accordance with the 

Consolidated Omnibus Budget Reconciliation Act, as amended ("COBRA"), following their 

Permanent Layoff Date, subject to paragraph B below. 

B. The Company will continue to pay its share of the premium cost for health 

insurance coverage for six (6) months following the month of an employee's layoff date 

consistent with the provisions of the Health Insurance Agreement referenced in Article l(A) 

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DTPOl7187 

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above. Once this coverage ends, employees will be entitled to insurance continuation benefits 

for the fuJI period provided under COBRA. 

C. The Company will pay the premiums for the employee's life insurance coverage 

through the end of the month in which the employee retires or is permanently laid off. 

Thereafter, the employee shall be offered the opportunity to purchase a conversion policy. 

ARTICLE VII 

Miscellaneous 

A. It is expected that the final shutdown date of the Muncie Plant will be at midnight 

on April 24, 2009, or such other date as may be determined by the Company and communicated 

to the Union. The plant shutdown could be sooner than April 24, 2009. Employees will not be 

expected to work beyond the date of shutdown to be eligible for any benefits negotiated in 

conjunction with the plant shutdown, unless otherwise agreed to between the Union and the 

Company. 

B. The Company agrees not to contest unemployment insurance claims filed by 

employees terminated as a result of the plant shutdown. Employees who quit or who are 

discharged for cause prior to the shutdown date will have their unemployment claims contested. 

C. Notwithstanding the tenninatiohof the UA W Agreements, grievances filed after. 

the effective date of this Plant Shutdown Agreement and pending at the time of the expiration of 

the 2005 Agreement, or filed within ten days of the expiration date, will continue to be processed 

pursuant to the grievance and arbitration procedure of the 2005 Agreement as modified by 

Article r. D. 6. above. 

D. In order to assist in the wind down of finaJ production, orderly disconnection, 

removal and clean up of equipment, the removal of materials and other activities associated with 

12 

DTP017188 

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the shutdown of plant operations, the Company may offer temporary employment through a 

temporary services agency following the announced shutdown date to a limited number of 

employees as exclusively determined by the Company upon the following terms and conditions. 

1. The acceptance of the Company's offer of temporary work will be entirely 

voluntary on the part of an employee. and wiU have no impact on hislher 

eligibility for benefits under this Plant Closure Agreement. The terms of the 

current collective bargaining agreement shall not have application to temporary 

employees except as provided below. 

2. Seniority will be given consideration in offering temporary work to maintenance 

and production employees through the temporary services agency, provided" 

however, that employees offered temporary work shall have the ability to perform 

the work required. 

3. Employees offered work by the Company after April 24, 2009, shall be paid at the 

New Hire rates of the 2005 Agreement. 

4. The Permanent Layoff Date for employees working in this temporary status will 

not be affected by this temporary employment with the Company. 

5. The Company has the ex.clusive right to direct the workforce employed pursuant 

to this provision, including, but not limited to, the right to schedule working 

hours, to assign work:, to relieve workers from duty because of lack of work or 

other causes, and to subcontract work. 

E. The Company will provide all current and retired employees with all necessary contact 

information for insurance, pension and any and all benefits prior to the Plant Closing 

Date. Additionally. the Union and employees past and present will be given notice 

within thirty (30) days of any changes relative to the changing of the name, address, 

telephone number or person responsible for the administration of such plans. 

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ARTICLE VIII 

Dispute Resolution 

Any aJleged violation of the 2005 Agreement, its changes or this Plant Shutdown 

Agreement will be subject to the grievance procedures of the 2005 Agreement as modified by 

Article I. D. 6. above. 

ARTICLE IX 

Complete Agreement 

A. Collective Bargaining 

The Company and the Union agree that this Plant Shutdown Agreement constitutes a full, 

final and complete resolution of all issues regarding the termination of the production operations 

of the Muncie Plant and the effects of such termination upon the employees and that neither 

party has a claim against the other regarding such matter. Further, the Company and the Union 

agree that during the negotiations, which resulted in this Plant Shutdown Agreement, each party 

had the unlimited right and opportunity to make demands and proposals with respect to any 

subject or matter not removed by law from the area of collective bargaining, and that all the 

understandings and agreements arrived at by the parties after the exercise of that right and 

opportunity are set forth in this Plant Shutdown Agreement. Therefore,. th~ CQP1pany and tlJe 

Union, each voluntarily and unqualifiedly waive the right, and each agrees that except as 

provided in this Plant Shutdown Agreement the other shal1 not be obligated, to bargain 

collectively with respect to any subject or matter referred to or covered in this Plant Shutdown 

Agreement, even though such subject or matter may not have been within the knowledge or 

contemplation of either or both of the parties at the time that they negotiated or signed this Plant 

Shutdown Agreement. 

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B. Releases 

1. The International Union, UA Wand Local No. 287, on behalf of themselves and 

the members of the bargaining unit, hereby release and discharge fully and forever the Company, 

BorgWamer, Inc., BorgWarner Torq Transfer Systems, Inc., their related corporations and their 

respective directors, officers, employees, stockholders and agents from and against all claims, 

whether pending or not, including. without limitation, those related in any way to the decision to 

close, the closing of, the notice of the closing of and the work assigned to the Muncie Plant. The 

Intemational Union, UA Wand Local No. 287 further covenant that they will file no grievances 

and commence no litigation concerning the decision to close, the closing of, the notice of the 

closing of and the work assigned to the Muncie Plant The Company hereby releases and 

discharges, fully and forever, the International Union, UAW and Local No. 287 and their 

respective officers, directors, employees and agents from and against all claims, whether pending 

or not, which the Company may have against them, including without limitation, those in 

connection with bargaining over the effects of the closing of the Company's Muncie Plant. The 

Company further covenants that it will commence no litigation against the International Union, 

UA W or Local No. 287 concerning bargaining over the effects of the closing of the Muncie 

Plant. The foregoing releases by the Union apply to claims in the lawsuit prc;semly pendiIlg)n 

the United States District Court for the Southern District of Indiana under Case No. 

1 :07cv00262, which the Union agrees will be dismissed with prejudice, each party bearing their 

own costs, within ten (10) days of the effective date of this Plant Shutdown Agreement. The 

foregoing releases by the Union also apply to any claims related to the arbitrator's award in 

American Arbitration Association Case 52 30000043 06 (Input Shaft Outsourcing Gr. 17142), 

as well as any pending grievance(s) based on the business commitment letter referenced in 

15 

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Article D.l. above or Section l.B of the 2005 Agreement. The foregoing releases also apply to 

any grievances pending as of the effective date of this Plant Shutdown Agreement, which 

grievances will be withdrawn with prejudice. These releases do not apply to grievances that 

arise after the effective date of this Plant Shutdown Agreement. 

2. The Company and the Union have a dispute with respect to the nature of the 

Company's obligation to provide post-retirement health care benefits to employees who retired 

prior to February 23,2009 and their dependents. Nothing in this Plant Shutdown Agreement 

affects the parties' rights or positions with regard to that dispute. The Company also agrees that 

the foregoing releases do not apply to pension rights of active and retired employees that are 

vested as of the effective date of the Plant Shutdown Agreement. 

C. Savings and Assignment 

In the event that any provision of this Plant Shutdown Agreement is declared invalid or 

unenforceable by a decision of a federal or state court, the remaining provisions shall remain in 

full force and effect. This Plant Shutdown Agreement and all rights and obligations thereunder 

may be assigned by the Company in its sale discretion to an affiliate corporation of the Company 

or to any other corporation(s) organized for the purpose of continuing the business of the 

Company. 

D. Authority to Execute 

1. The Union warrants that this Plant Shutdown Agreement has been executed by its 

duly authorized representatives. 

2. The Company warrants that this Plant Shutdown Agreement has been executed by 

its duly authorized officials. 

16 

DTP017192 

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3. This Plant Shutdown Agreement shall be effective on the date it is ratified by 

employees in the bargaining unit provided such ratification must occur before February 28, 2009. 

IN WITNESS WHEREOF, the Company and the Union have signed this Plant Shutdown 

Agreement on kb. 26 ,2009. . . 

Local Union No. 287, International Union, 

United Automotive, Aerospace and 

Agricultural Implement Workers of America 

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