Collective Bargaining Agreement

EXHIBIT (a)(1)


AGREEMENT


THIS AGREEMENT is made this ____ day of _________________, 1996, by and between DOUGHTIE'S FOODS, INC., hereinafter referred to as "COMPANY" and the BAKERY, CONFECTIONERY, AND TOBACCO WORKER'S INTERNATIONAL UNION, Local No. 66, affiliated with the BAKERY, CONFECTIONERY AND TOBACCO WORKER'S INTERNATIONAL UNION, AFL-CIO hereinafter referred to as "UNION".


WITNESSETH


That for the purpose of mutual understanding and in order that a harmonious relationship may exist between the Company and the Union to the end that continuous and efficient service will be rendered to and by both parties for the benefit of both, it is hereby agreed that:


Article I. RECOGNITIONS & UNION SECURITY


Section 1. - Recognition


The Company recognizes the Union as the exclusive representative for the purpose of collective bargaining with respect to rates of pay, hours of employment of the employees and other conditions of employment in the classifications listed in Appendix A, attached hereto, located in its Portsmouth, Virginia plant.


Section 2. - Discrimination


Both of the parties to this Agreement agree that they will not discriminate against any employee or prospective employee because of his/her age, sex, religion, national origin or Union affiliation.


Section 3. - Plant Visitations


The business representative of the Union, bearing credentials from the Union, shall be allowed in the plant for the purpose of conducting Union business during working hours at such reasonable times as are determined by the plant superintendent provided that there shall be no interference with work.


Section 4. - Union Initiation Fees and Dues


The Company will deduct from the pay of the employees covered by this agreement, who authorize it to do so, Union initiation fees and monthly dues during the time of this agreement, and any extension thereof, unless and until any such authority is revoked, in writing, by the employee who has authorized such deduction. It is further agreed that, in the event Union ceases to be the representative of the employees, all authorization for the said deductions shall be considered revoked, canceled and ineffective for any and all purposes. The Company shall be required to deduct Union fees and dues which it is authorized to deduct, as hereinabove



provided, only on the first pay day of each month and the company shall not be required to deduct dues in excess of the current monthly dues and delinquent dues for two months. The Company agrees to remit once each month the total amount of fees and dues collected as hereinabove provided to such official as Union may designate. The Company shall not be required to accept any authorization for such deductions unless such authorization is in the following form:


"ASSIGNMENT OF UNION DUES"


Date


I, _________________________, an employee of __________________________ hereby authorize said Company to deduct from my wages the sum of $____________ for initiation fee and each month thereafter my Union membership dues in accordance with the by-laws of the Bakery, Confectionery, and Tobacco Worker's International Union, Local No. 66, AFL-CIO, of which I am a member. I further authorize the amount so deducted to be turned over each month to the Financial Secretary of said Union.


This authorization and assignment shall be effective until the anniversary date of the current Labor Agreement between the Company and the Union, or for one year from the date hereof, whichever period shall be shorter. Upon failure to give the Bakery, Confectionery and Tobacco Worker's International Union, Local No. 66, and my employer written notice within ten (10) days before the anniversary date, that I do not want to renew this assignment, then this agreement shall continue in force and effect and automatically renew itself for a period of one year and from year to year thereafter, until such notice is given.


Given under my hand and seal this ____ day of _______________, ________.


(SEAL)


Section 5. - Shop Steward


The union may appoint or elect members of this local to act as shop stewards, whose duty it shall be to see that this agreement is not broken by either the Company or the Union.


The shop steward or business representative of the Union will at all times, upon request, have the right to take up any questions with management, with or without the employee involved. This will be done at a time mutually agreed by both parties.


Section 6. - Joint Literacy Clause


The Company and the Union shall appoint a joint committee, which shall meet over the life of the agreement to develop joint approaches to promoting "work place literacy." The committee shall attempt to determine the extent to which the employees need to improve their reading and written communication skills and the extent to which instruction in the English language is needed. The committee shall also compile an estimate of what resources are needed to establish this program which will meet the needs of the employees and the company.


If the parties agree to establish such programs it is understood that the program will be funded by the company, and will include union participation in course design and content.


If an employee is taken off the job to participate in planning meetings, it is further agreed that the Company will pay the union members of the joint committee at their regular straight time spent at the meeting.


Section 7. - Technology Clause


The Company agrees to provide the training and retraining necessary for present employees to acquire the necessary skills to perform work on new equipment, including any newly created jobs, or to perform other work to which they might be reassigned or transferred. The Company will notify the department shop steward of these changes or job openings as they occur.


Section 8. - Orientation Clause


Upon hiring new employees, the Company agrees to introduce new employee to department union steward.


Article II. MANAGEMENT RIGHTS


Union recognizes that, subject to the express provisions of this agreement, the supervision, management and control of the Company's business operations, working forces and premises are exclusively vested in the Company. Without limiting the generality of the foregoing, Union recognizes that, subject to the express provisions of this Agreement, the following rights are vested exclusively in management: to plan, direct and control the Company's business, operation location, methods and working force; to hire, suspend, assign, promote, demote, transfer or lay-off employees and to discipline or discharge employees for just cause; to determine reasonable standards of performance; to introduce or discontinue any operation; and to require employees to observe the Company's rules and regulations not inconsistent with this Agreement.


Article III. SENIORITY


Section 1. - Probationary Period


During the first forty-five (45) days of employment, a new employee shall be on a trial basis, shall not acquire seniority rights, and may be discharged at the discretion of the Company. Probationary employees will be supplied with temporary foot covering during this period in processing areas only.


Section 2. - Application of Seniority


In the matter of filling a job vacancy or in making lay-offs, and recalls, the ordinary rules of seniority and fitness for the work shall apply.


All employees have seniority rights in all departments.


Any employee's seniority shall be broken if he:


1. Quits.
2. Is discharged.
3. Is absent on any three (3) days without notice or excuse mutually


agreeable to employer and employee.
4. Fails to report after a lay-off within seven (7) calendar days after
the Company sends to the last address known to the Company a written notification to return to work.
5. Has been out of employment by the Company for a period of six (6)
months.
6. Has been out of bargaining unit for 91 days.
7. When two (2) or more employees are hired on the same day, the Company
shall determine their relative seniority.


Section 3. - Job Vacancies


When new jobs are created or vacancies occur, notice of the availability of such job shall be posted for a period of seventy-two (72) hours (excluding Saturday and Sunday hours) for bids. In the event that an eligible bidder is on vacation during such seventy-two (72) hour period and the job is awarded to another employee, the vacationing employee shall have the right to bid on such jobs within forty-eight (48) hours of his/her returning from vacation. If the employee returning from vacation is the ultimately successful candidate, the previously selected employee shall be returned to his/her previous position at his/her prior rate of pay for such previous position.


The Company will move the transferred employee to the new position within 30 calendar days with the exception of special circumstances. Under no circumstances will the move not be made within 90 days without mutual agreement between the Company and the employee. The employee chosen for the job shall be given a fifteen (15) working day training period at the end of which if he/she has not done the work satisfactorily, which determination shall be made solely by the Company, he shall be returned to his/her old job at his/her former rate of pay. If the training employee's job performance jeopardizes safety, equipment, or business the employee shall be immediately removed from the new position and returned to their old job.


In the event of a vacancy occurring for a truck driver job, the successful bidder must have a Department of Motor Vehicle driving record acceptable by the Company, must pass a written examination for drivers, and also successfully be certified in a road test as possessing sufficient driving skill to operate safely the type of commercial motor vehicle used by the Company. (No unqualified employees will be required to operate a motor vehicle.). All other provisions set forth in the previous paragraph shall be applicable. Truck drivers must have a Department of Motor Vehicles driving record acceptable by the Company, and have a Commercial Drivers License.


Section 4. - Job Transfers


Job transfers between any classification will be authorized. Employees may not transfer into another department until after they have been employed one year. Employees with a disciplinary suspension on file within the last 180 days on the job will not be permitted to transfer. When an employee does transfer from one department to another, they will not be permitted to transfer again for one year unless management initiates the transfer. If the senior person that has signed the job posting is disqualified for reasons above, the next senior person will be selected. If none of the employees signing the job posting is qualified, the position will be posted one additional time before the Company hires from outside the Company.



Section 5. - Extra Work (Does not apply to the continuation of regular shift work).


Extra work shall go to the employee with the most seniority in the employee's respective division (manufacturing or distribution) as long as this employee is qualified to perform the necessary job (which qualification will be determined by management). If no senior employee desires the extra work, the least senior employee is required to work. This does not apply to the continuation of regular shift work.


Section 6. - Lay-off


Lay-offs; with the exception of drivers, will be accomplished by seniority. Probationary employees shall be laid off first. If further layoffs are necessary, the last person hired shall be the first laid off. In the event of recall, employees shall be recalled in the reverse order of layoff subject to the same condition.


Truck Driver lay-offs; The driver with the least seniority will be the driver who will be laid off. If this driver has the lowest seniority in the Division, he will be on lay-off status. If this driver is not the lowest senior employee, this driver will be transferred to the lowest senior employee's job in their division. At that point the lowest senior person will go on lay-off status.


Article IV. HOURS OF WORK & OVERTIME


Section 1. - Workweek


A. The regular workweek shall begin at 12:01 a.m. on Sunday and conclude at 12:00 p.m. midnight Friday and employees must report to work at any time requested by the Company and any employee required to work in excess of eight (8) hours in any day or forty (40) hours in any workweek shall be paid overtime as provided in this Agreement. All work performed on Saturday shall be paid at the rate of time and one- half (1 1/2).


B. It is agreed that six (6) minutes per day is a reasonable time for clocking in before and after work which is to be paid to each employee in the manufacturing plant at their regular hourly rate and that such time is to be considered as work time for all purposes under this agreement.


Section 2. - Posting of Work Schedule


Schedules should be posted on Wednesday of each week and in no case later than Thursday, showing the work days and hours of each employee for the workweek Sunday through Saturday. Every effort shall be made to adhere to this schedule as closely as possible but both parties should understand that some variable may occur due to the nature of the business.


Section 3. - Daily Guarantee and Call In


A. Each regular employee who reports for work upon request by management, shall be guaranteed not less than thirty-six (36) hours per week, provided they do whatever work is assigned to him or her. When a holiday occurs in a workweek, each employee shall be guaranteed not less than twenty-eight (28) hours work per week.


Such guarantee is contingent upon there being no emergency condition beyond the Company's control, which prevents or interferes with the normal operation of the business.


B. Whenever any truck driver is scheduled to report to work and does report at the time specified, such employee shall be guaranteed two (2) hours pay, provided that said employee remains on the job until released by the dispatcher. This two (2) hour pay will include the time while waiting for the dispatcher's release.


Drivers with higher seniority who come to work and find their route has been cut, can bump the driver with less seniority, only if the senior driver can perform the route within 1 1/2 hours of Roadnet time.


Section 4. - Overtime


A. Rate of Pay. Each employee shall be paid for all work performed in excess of eight (8) hours a day or forty (40) hours in a regular workweek at the rate of one and one-half (1 1/2) times his regular straight time hourly rate, whichever is greater but not both.


B. No Pyramiding of Overtime. Time and one-half (1 1/2) shall be paid on the weekly or daily basis, whichever is greater, but in no case both. In other words, any hours for which overtime is payable on a daily basis shall be set aside or excluded in determining the amount of overtime on a weekly basis.


C. Rest Period Overtime. Each employee is entitled to an unbroken rest period of at least twelve (12) hours between shifts, and any employee, except for truck drivers, requested to work during his/her twelve (12) hour rest period shall be paid for such work at the rate of one and one- half (1 1/2) times his/her regular straight time hourly rate provided they do whatever work is assigned to them. Truck drivers should have at least an eight (8) hour rest period between shifts. No disciplinary action may be taken against a truck driver unless he/she has had his or her eight (8) hours rest period.


D. Offsetting of Overtime. No employee shall be given time off for the purpose of offsetting overtime.


Section 5. - Incentive Programs


The Union has agreed to allow the Company to initiate, install and operate incentive programs which will allow employees to earn extra dollars over their regular pay.


Article V. REST AND LUNCH PERIODS


Section 1. - Rest Periods A. Each employee shall be given a fifteen (15) minute paid rest period during the third (3rd) hour of work and a fifteen (15) minute paid rest period during the seventh (7th) hour of work. An unpaid lunch period of thirty (30) minutes shall be given after the fourth (4th) hour of work and be completed by the end of five and one-half (5 1/2) hours of work. If any



employee is required to work ten (10) or more hours in one day, an additional fifteen (15) minute period of rest shall be given such employee at the end of the tenth (10th) hour.


B. When a driver is required to work in excess of ten (10) hours in any one day, the Company shall provide a $3.75 supper allowance to said employee. In the event of an emergency arising due to mechanical or tire failure beyond the driver's control which necessitates a delay beyond twelve (12) hours, the driver affected shall receive an additional $1.25 supper allowance.


Section 2. - Physical Relief


Necessary physical relief will be granted within reason without discrimination of any source. Physical relief is defined as bladder, or intestinal relief. Freezer and Seafood Department workers will be permitted to come out of the freezer/cooler to get warm.


Section 3. - Drinking Water


Cool drinking water is to be available at all times for the employees in their working areas.


Section 4. - Lunch Periods


A thirty (30) minute period shall be allowed for lunch each day, and such lunch period shall be excluded from the working hours. In an emergency, which shall be determined solely by the Company, the Company may schedule a sixty (60) minute lunch period all of which time shall be excluded from working hours.


All employees, with the exception of drivers on the road, will be required to punch out and in for their lunch period.


Article VI. WAGES & CLASSIFICATIONS


The classifications and rate of pay are set forth in Appendix A, which is attached hereto and made a part hereof.


Article VII. HOLIDAY


Section 1. - Holidays


Each employee shall receive the following holidays with eight (8) hours pay:


New Years Day Thanksgiving Day
Memorial Day Christmas Eve *
July 4th Christmas Day
Labor Day Martin Luther King's Birthday


Those employees who work on a holiday shall observe a work holiday within ninety (90) days of such holiday. The exact day shall be mutually agreed upon by the Company and employee. If an employee is denied the day off that is requested to be taken as a result of having worked a holiday, they will be given an additional 30 day period to take the day off. The employee must complete and turn in to their supervisor a written extension request form which will be provided by Management.


* All hours worked Chri ...