Collective Bargaining Agreement Dated - 7/8/97

PREAMBLE


This Agreement is made and entered into on the eighth day of July 1997 by and between Bowen Tools, with its principal office and place of business in Houston, Harris County, Texas ("Bowen") and the General Drivers, Warehousemen, Helpers, Production Maintenance and Service Employees, Local Union No. 968 ("Union"). All personal pronouns used in this Agreement shall include the other genders whether in the masculine or in the feminine or the neuter gender, and visa versa whenever and as often as may be appropriate.


ARTICLE I - RECOGNITION


Bowen recognizes the Union as the sole collective bargaining agent in respect to wages, hours and working conditions for the production and maintenance employees certified as the collective bargaining unit by the National Labor Relations Board in Case NO. 23-RC 5279.


Excluded are all office clerical, professional and technical employees, guards, watchmen and supervisors as defined in the National Labor Relations Act and any and all other employees who do not fall specifically within the foregoing description.


ARTICLE II - MANAGEMENT RIGHTS


2.1 Bowen retains and shall have the exclusive right to manage each and every aspect of its business and plants and to decide in each and every question pertaining to the operation of its business and plants, including, by way of illustration and not by way of limitation,
the location of plants,
the operation of business and plants,
number of employees,
production schedules,
processes and materials used in production,
introduction of improved methods, facilities and equipment,
subcontracting any part of Bowen's business by reason of economic
feasibility, for meeting delivery dates, and for lack of
in-house equipment capabilities,
changing of existing facilities,
directing the working force including the right to plan, direct and
control operations,
to hire, promote, suspend, or discharge for cause, or during the
probationary period, without cause,
or to relieve employees from duty because lack of work or for other
legitimate reasons.


Bowen also reserves the right to do and perform work with employees, supervisors, and management personnel from this and other company locations when bargaining unit personnel are unavailable for such work.


1


2 Although not subject to grievance and arbitration, subcontracting is subject to regulations of the National Labor Relations Act with which Bowen agrees to comply. In addition, Bowen agrees to subcontract no work to an outside manufacturer who is also an active employee of Bowen.


2.2 The Union recognizes the right of Bowen to make and enforce reasonable rules and regulations, and that violation thereof may be just cause for discipline or discharge of employees. The only question which may be the subject of a grievance is whether or not the disciplined employee did or did not engage in the specific conduct which resulted in the disciplinary action.


2.3 Except as expressly provided by specific articles of this Agreement, the exercise by Bowen of one of its exclusive rights recognized in this Article shall not be subject to arbitration. This article does not foreclose on the union's right to grieve and/or arbitrate the alleged violations of other articles of this Agreement which are not specifically precluded from arbitration.


ARTICLE III - DISCRIMINATION


3.1 Bowen will not interfere with, restrain or coerce the employees covered by this Agreement because of membership in, or activity on behalf of, the Union. Bowen will not discriminate in respect to hire, tenure of employment or any term or condition of employment against any employee covered by this Agreement because of membership in, or activity on behalf of, the Union, nor will it discourage or attempt to discourage membership in the union or attempt to encourage membership in another union.


3.2 The Union recognizes Section 14B of the Taft Hartley Act which, in brief, states that union membership is not mandatory in order to secure or hold employment. Union further agrees it will not coerce, discriminate against, intimidate or threaten employees because of non-membership in the Union.


3.3 The provisions of the Agreement shall apply to all employees covered by this Agreement, without discrimination on account of race, color, national origin, age, sex, creed, veteran's or disability status.


ARTICLE IV - GRIEVANCE PROCEDURE


4.1 It is the mutual intent and desire of the Union and the Company that employees make an effort to settle their problems or grievances with their supervisor prior to resorting to the Grievance Procedure, and not pursue frivolous grievances.


4.2 The term "grievance" shall mean any dispute over the violation of any express provision of this Agreement. Grievance and arbitration shall not extend to implied terms of the contract or to any other dispute that is not controlled by a clear provision of this Agreement.


4.3 The presentation of a grievance by an employee whether individually or through his steward or chief steward must be made to the appropriate supervisory employee involved not later than five


2


3 (5) working days after the occurrence of the event which causes the individual or individuals to feel aggrieved.


4.4 Procedure for handling grievances shall be as follows:


(Step 1) The grievance shall be submitted preferably by the employee
to his Plant Superintendent/Department Manager, but may, at the
employee's option, be submitted by the employee and his steward to
said Plant Superintendent/Department Manager who shall render a
decision within five (5) working days. If the employee still feels
aggrieved, he may pursue his grievance to Step 2 provided he does so
within five (5) days of the date of the answer of his Plant
Superintendent/Department Manager.


(Step 2) If the grievance is not satisfactorily settled by the
employee's plant superintendent/department manager, the employee and
his steward may appeal in writing to the vice president of
manufacturing for manufacturing employees, to the director of
manufacturing for production receiving and tool room employees, to the
warehouse/shipping manager for warehouse/shipping employees, and to
the product assurance director for quality control and receiving
employees.


The aforementioned shall have a conference with the employee, and the
steward and shall render a decision in writing within five days after
receipt of the grievance. If the employee still feels aggrieved, he
may pursue his grievance to Step 3 provided he does so within five (5)
days of the date of the answer of the aforementioned.


(Step 3) If the grievance is not satisfactorily settled by the vice
president of manufacturing for manufacturing employees, the director
for production receiving and tool room employees, the
warehouse/shipping manager for warehouse/shipping employees, or the
product assurance director for quality control and receiving
employees, the chief steward may appeal to the appropriate senior vice
president in writing. The senior vice president shall have a
conference with the employee, the chief steward and the steward who
filed the grievance (if not the chief steward) and shall render a
decision within ten (10) days after receipt of the grievance. If the
employee still feels aggrieved, he may pursue his grievance to Step
4 provided he does so within seven (7) days of the date of the answer
of his senior vice president's written reply.


(Step 4) If the grievance is not satisfactorily adjusted, the employee
may, through his union representative, appeal to the director of human
resources of Bowen in writing, who shall render a decision in writing
within ten (10) days after hearing the grievance.


4.5 Time limits shall disregard Saturdays, Sundays and the recognized holidays; provided, however, that such time limits may be extended at any step by negotiation between Bowen and the Union.


4.6 General grievances or disputes affecting the employees in the unit as a whole, and discharge grievances may be initiated by the chief steward directly at Step 2.


3


4 4.7 While a grievance is being processed and until a final decision has been arrived at, the conditions and relationships existing prior to the grievance shall remain unchanged.


4.8 When a grievant fails to appear at any scheduled hearing, the Union may drop the grievance or it may be heard in his/her absence.


4.9 The Company agrees to post on bulletin boards in conspicuous places the misconduct which will result in suspension and/or termination of employment. Changes in the definition of such misconduct will also be so posted in a timely manner to apprise employees prior to the effective date of such change. A copy of all such postings will be furnished to the chief steward.


Grievances regarding changes in work rules implemented after the effective date of this Agreement shall be adjusted in accordance with the grievance provision of this agreement beginning at Step 2 within five (5) days of such posting.


Violation of state of federal law or heinous offenses will not be subject to the company's posting agreement and the only grievance regarding same shall be whether or not the disciplined employee did or did not engage in the specific conduct which resulted in the disciplinary action. The Company will apply these rules in an even handed manner.


The only question which may be the subject of a grievance involving suspension or discharge of employees whose misconduct is the violation of a company rule where the penalty of discharge has been previously specified and announced as "grounds for discharge" or whose misconduct involves the violation of state or federal law or heinous offenses is whether or not the disciplined employee did or did not engage in the specific conduct which resulted in the disciplinary action.


ARTICLE V - ARBITRATION PROCEDURE 5.1 It the grievance is not satisfactorily settled by the Director of Human Resources' answer, the Union may within twenty days refer the grievance to be heard by a representative of the company and a representative of the union, who will listen to the positions of both the company and the union to attempt resolution.


The representative for the company will be named by the Director of Human Resources and may be any employee who is not a party in the grievance and/or who has not participated in one of the first three steps of the grievance procedure. The representative for the union will be named by the business representative of the union and may be any representative of Local 968 who is not a party in the grievance.


If no agreement is reached by the two representatives, then and only then, may the union refer the grievance to arbitration. Referral of a grievance by the union to arbitration must be made within twenty (20) days of the failure of the representatives of the company and the union to resolve the grievance.


4 5 5.2 Selection of the Arbitrator


The Union will request the Federal Mediation and Conciliation Service (FMCS) to submit a list of seven (7) arbitrators to the parties. Should the parties be unable to agree on an arbitrator from this panel, they shall request a second panel and failing mutual agreement shall alternately strike a name. The remaining name will be the arbitrator. The same arbitrator shall not hear more than one (1) grievance unless there is mutual agreement between the parties.


5.3 The Union shall have the authority to withdraw, dismiss or settle any grievance prior to the decision or award of the arbitration.


(A.) The Arbitrator's decision shall be presented in writing and
shall be conclusive, final and binding on both parties, if, but only if,
the decision and award (1) are based upon the violation of an express
term of this Agreement set forth in the decision and (2) make no award
of money cost or expense against Bowen in the form of backpay or
otherwise, in excess of $6,000, but any such money damage or backpay
obligation in excess of $6,000 of Bowen may be determined by a Texas
court of competent jurisdiction.


(B.) The Arbitrator shall not be empowered to add to, modify, amend,
or otherwise change any provisions of this Agreement.


(C.) In grievances involving discipline or discharge, the Arbitrator
shall not modify the disciplinary action taken by Bowen if the
Arbitrator finds that the disciplined employee engaged in the specific
conduct which resulted in the disciplinary action or discharge.


(D.) Each party shall bear its own expenses with respect to the
preparation and presentation of the matter to the arbitrator, but the
cost or expense of the arbitrator and conference room shall be borne
equally by the Employer and the Union.


ARTICLE VI - SENIORITY


6.1 Each new employee's name shall be placed at the bottom of a seniority list after the first 90 days of satisfactory full-time employment within the bargaining unit. In cases where an additional thirty (30) days evaluation may be needed to determine whether performance is satisfactory, it is agreed that the probationary period may be extended from ninety (90) to one-hundred-twenty (120) days. The company agrees to provide written notice of the extension to the employee and the chief steward of his designee prior to the completion of the 90th day of employment.


Employees will have no seniority until they have completed ninety (90) [or one-hundred-twenty (120) as specified above] calendar days of unbroken service in the bargaining unit; however, after the completion of this time, their seniority shall be their original starting date in the bargaining unit.


It is understood and agreed that said employees shall be entitled to the job bidding rights outlined in 6.4 below after six (6) months full-time employment. Bowen shall have the right to terminate any


5 6 employee for any reason whatsoever, with or without cause, within the ninety (90) or one-hundred-twenty (120) day probationary period above. It is understood and agreed that it is not Bowen's intent to use the terms and conditions of this paragraph to discriminate against Union membershitp.


6.2 Seniority shall consist of all unbroken service in the bargaining unit covered by this Agreement except as specifically stated above. Breaks in service shall be as follows:


(A.) If the employee quits or is discharged;


(B.) If the employee fails to return from layoff within three (3)
working days after being notified by certified mail to his last known
address. The "recall" return may be extended with the mutual agreement
of management and the union, but shall not exceed ten working days;


(C.) If the employee has less than one (1) year of seniority and is
laid off, loss of seniority will occur after six (6) months;

If the employee has one or more years seniority and is laid off, loss
of seniority will occur after eighteen (18) months;


(D.) If the employee retires;


(E.) If the employee is promoted outside of the bargaining unit for a
period exceeding six (6) months;


(F.) If the employee fails to report for work upon the completion of
any authorized leave of absence unless prior approval to extend the
leave has been granted by the mangement;


(G.) If an employee on a "Leave of Absence" accepts a job with another
employer;


(H.) If an employee with less than one (1) year of seniority is
disabled more than six consecutive months due to occupational
illness/injury or due to personal illness/injury;


If an employee with one (1) or more uears of seniority is disabled more
than eighteen consecutive months due to occupational illness/injury or
due to personal illness/injury.


6.3 Senority and the ability to perform the work of a job classification shall be the determining factors in cases of decreases in force, layoff and recall. Management and the Shop Committee shall confer on disputed decisions, but in the event of a continued disagreement, management shall have the right to make the job assignment with the approval of the Senior Vice President. The Union shall have the right of redress through the grievance procedure.


6.4 In all cases of promotions, shift preference when a vacancy exists, increases in force and transfers, seniority shall prevail unless there is a marked difference in ability. From a review of


6


7 available production records, available quality records, jobs will be awarded under the direction of the Director of Human Resources. A copy of all job postings shall be furnished to the chief steward. Management and the chief stewards shall confer on disputed decisions, but in the event of a continued disagreement, mangement shall have the right to make the job assignment. The Union shall have the right of redress through the grievance procedure.


(A.) All job vacancies shall be posted for three (3) working
days provided however, management shall have the right to
immediately fill such opening on a temporary basis for not more
than sixty (60) days. Such temporary assignment shalll not be
used as qualifying time on job bids. A copy of job vacancy
postings shall be furnished to the chief steward. Management
reserves the right to reassign any employee to another machine
due to work load(s) or due to disabled machines, and this
temporary assignment is not subject to the sixty (60) day
limitation.


(1) Job vacancies shall be filled through the
provisions of this Article whenever feasible in
accordance with the provisions of Section 6.4;


(2) In the filling of job vacancies on a shift in any
classification, first consideration will be given the
employees assigned to comparable machine in the off
shifts on a seniority basis;


(3) Second consideration will be given to employees in
higher job classifications within the bargaining unit;


(4) Next consideration will be given the employees in
the same pay grade;


(5) Employees in the next lower classification shall
be given fourth consideration;

(6) If the opening is not filled by hire within sixty
(60) days of the original bid, it shall be reposted for
bid;


(7) Within a maximum period of ninety (90) days or
one-hundred-twenty (120) days, any employee not able to
produce work of an acceptable quality and quantity in a
new job assignment will be returned to his previous
classification and rate of pay plus any progression
increase he would have received under Article 23.3 In
the event his previous job assignment has been filled,
the employee will be assigned to any job assignment
open within his classification. If there is no job
assignment open within his classification, he will be
offered any available job for which he is qualified
which is open at the rate of pay applicable for the
available job, or he will be placed on layoff status;


(8) Any vacancy created by an employee returning to his
previous classification provided in (7) above will not
be reposted if there were other


7 8
eligible bidders on the original bid to fill the job.
Consideration will be given to other bidders from the
original bid in accordance with (2) through (6) above;


(9) Except in instances where an employee bids from a
higher to a lower classification, any employee who
satisfactorily fills any job vacancy through the
provisions of this Article must remain in the new job
for a period of not less than six (6) months from the
date the job was awarded except as provided in (7)
above or in any job assignment made by Bowen in the
exercise of any of its management rights or as outlined
below:


Manual machinists, welders and inspectors will be
restricted from bidding for twelve (12) months. CNC/NC
machinists will be restricted from bidding for twelve
(12) months. Cellular machinists will be restricted
from bidding for eighteen (18) months.


The 6/12/18-month bidding restrictions will not apply
to new machines, development of additional cells, or
when the employee's same assigned machine or work
center becomes available on the off shift(s).


It is also agreed that any employee demoted to a lower
classification as a result of workforce reductions
and/or recall will be eligible to bid on the machine
from which he was laid off whenever that specific
machine becomes available regardless of time spent
within the lower classification;


(10) Employees whose pay rates are greater than $.50
less than the minimum of the classification bid will be
given consideration only if those bidders within $.50
of the top of the next lower classification are not
acceptable candidates. Any candidate promoted to fill
a vacancy lower than his classification prior to a
workforce reduction will be paid the maximum rather
than the minimum of the intermediate classification;


(11) Pay for jobs awarded under the provisions of this
Article will commence after the completion of an
orientation period not to exceed one week maximum.
Physical reassignment to the job awarded will occur no
later than 30 days of the date of the job award except
with the approval of the employee and the Union, and
pay for the new job will commence not more than thirty
five (35) days of the date of the job award;


(12) In all cases of workforce reductions, when a
marked difference in ability exists, demotions from
higher job classifications to lower job classifications
within the same department or in any other
department(s) where the employee has established
seniority will be implemented by the senior vice
president(s) based on the seniority and ability of
affected employees.


8 9
(B.) Eligibility of Bidders and Order of Consideration


(1) Employees demoted from a job classification as a
result of a reduction in force and on which they
established job classification seniority shall have
prior rights to return to a job classification on which
they have established seniority before other eligible
bidders are considered.


(2) Employees on layoff status who have worked and
established seniority in a job classification in which
a vacancy is bulletined shall be deemed to have bid for
such a vacancy and shall be considered for recall to
such vacancy.


6.5 Bowen shall notify such layoff employee by certified mail to his last known post office address on file with Bowen to report to work. The employee shall within (3) work days respond to such call except as provided in Article 6.2, Paragraph B, above. The chief stewards and the business manager of the Union will receive copies of said letter of notification.


6.6 A complete seniority list of all regular full-time employees listing dates of seniority shall be posted by Bowen three (3) times a year and any protest by any employee must be made within thirty (30) days after the date of each such posting. Seniority of employees with the same starting date will be determined by alphabetical order. Bowen agrees to furnish the chairman of the shop committee and the business manager with copies of each such seniority list.


ARTICLE VII - ASSIGNMENT OF OVERTIME


7.1 With due regard for the qualifications of employees and the nature of work to be done, the supervisors designated by Bowen will make every reasonable effort to assign overtime work equally among all regular, full-time employees in each department by shift and job classification. The company agrees to uniformly administer and maintain records of the accumulation of overtime hours for bargaining unit employees, and further agrees to make said records available for review by the union by appointment. Copies of the overtime report will be furnished to appropriate chief stewards monthly. Records maintenance will not be subject to grievance and arbitration.


Should any dispute arise over assignment of overtime work, such dispute shall be subject to the grievance procedure at Step 3.


In no event shall the Company be obligated to pay a monetary penalty under the terms of this provision.


7.2 Employees who work in excess of thei ...