Manufacturing, Production And Service

Exhibit 10.19
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2


A G R E E M E N T
-----------------


Between


HEALTH-0-METER, INC.


And


MANUFACTURING, PRODUCTION AND SERVICE
WORKERS UNION, LOCAL NO. 24, AFL-CIO


November 14, 1994


Through


November 13, 1997


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TABLE OF CONTENTS


PAGE
----


ARTICLE I - Recognition and Union Security............................. 1


Section 1.1 Recognition in Bargaining Unit................. 1
Section 1.2 Union Security................................. 1
Section 1.3 Checkoff....................................... 1
Section 1.4 Indemnification................................ 2


ARTICLE II - Management Rights...................................... 2


ARTICLE III - No-Strike, No Lockout................................. 2


Section 3.1 No Strike...................................... 2
Section 3.2 Union Responsibility........................... 3
Section 3.3 No Lockout..................................... 4
ARTICLE IV - Hours of Work............................................. 4

Section 4.1 Workday and Workweek........................... 4
Section 4.2 Normal Hours................................... 4
Section 4.3 Overtime....................................... 4
Section 4.4 Assignment of Overtime......................... 4
Section 4.5 Reporting Pay.................................. 5
Section 4.6 Call-In Pay.................................... 5
Section 4.7 Rest Periods................................... 6
ARTICLE V - Holidays................................................... 6

Section 5.1 Recognized Holidays............................ 6
Section 5.2 Computation of Holiday Pay..................... 7
Section 5.3 Eligibility.................................... 7
Section 5.4 Pay For Holidays Worked........................ 8
Section 5.5 Holidays observed During Vacation.............. 8
Section 5.6 Personal Day................................... 8


ARTICLE VI - Vacations................................................. 9


Section 6.1 Eligibility.................................... 9
Section 6.2 Computation of Vacation Pay.................... 9
Section 6.3 Vacation Bonus................................. 10
Section 6.4 Scheduling of Vacations........................ 10
Section 6.5 Terminated Employees........................... 10


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ARTICLE VII - Grievance Procedure and Arbitration...................... 10


Section 7.1 Grievances..................................... 10
Section 7.2 First Step..................................... 11
Section 7.3 Second Step.................................... 11
Section 7.4 Third Step..................................... 11
Section 7.5 Arbitration.................................... 11
Section 7.6 Authority of Arbitrator........................ 12
Section 7.7 Time Limits.................................... 13
Section 7.8 Pay For Meetings With Management .............. 13
Section 7.9 Waiver......................................... 13
Section 7.10 Work Stoppage Arbitration...................... 13
ARTICLE VIII - Leave of Absence........................................ 13

Section 8.1 Military Leave................................. 13
Section 8.2 Medical and Personal Leave..................... 14
Section 8.3 Maternity Leave................................ 14
Section 8.4 Union Leave.................................... 14
ARTICLE IX - Seniority................................................. 14

Section 9.1 Definition..................................... 14
Section 9.2 Probationary Period............................ 14
Section 9.3 Continued Accumulation......................... 14
Section 9.4 Reduction-in Force, Layoff &
Recall......................................... 15
Section 9.5 Temporary Layoffs.............................. 15
Section 9.6 Job Posting.................................... 16
Section 9.7 Termination of Seniority....................... 17
Section 9.8 Seniority Lists................................ 18
Section 9.9 Superseniority................................. 18
ARTICLE X - Miscellaneous.............................................. 18


Section 10.1 Jury Pay....................................... 18
Section 10.2 Injury on the Job.............................. 18
Section 10.3 Funeral Pay.................................... 18
Section 10.4 Safety Committee............................... 18
Section 10.5 Movement of Facility........................... 19
Section 10.6 Distribution of Paychecks...................... 19
Section 10.7 Supervisors Working............................ 19
Section 10.8 Pay Telephone.................................. 19
Section 10.9 First Aid Certification........................ 19
Section 10.10 First Aid Kits................................. 19
Section 10.11 Disciplinary Warning Slips..................... 19
Section 10.12 Incentive Committee............................ 19
Section 10.13 Uniforms....................................... 19


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ARTICLE XI - Wages..................................................... 20


Section 11.1 Regular Wage Rates.............................. 20
Section 11.2 Cost of Living Adjustment....................... 20
Section 11.3 Completion of Probationary Period............... 20
Section 11.4 Wage Rates Effective November 14, 1994.......... 20
Section 11.5 Wage Rates Effective November 20, 1995.......... 22
Section 11.6 Wage Rates Effective November 18, 1996.......... 23
Section 11.7 Daywork Job Classification...................... 24
Section 11.8 Piecework Job Classification.................... 25
Section 11.9 Employee Classification Plan
For Daywork Employees........................... 25
Section 11.10 Employee Classification Plan
For Piecework Employees......................... 26
Section 11.11 Daywork Wage Payment Plan....................... 27
Section 11.12 Piecework Wage Payment Plan..................... 29
Section 11.13 Notice of Rates................................. 36
ARTICLE XII - Insurance ............................................... 36


Section 12.1 Agreement to Contribute......................... 36
Section 12.2 Initial Contribution............................ 36
Section 12.3 Succeeding Contributions........................ 37
Section 12.4 Purposes........................................ 37
Section 12.5 Irrevocable Trust............................... 37
Section 12.6 Representation as to Lawfulness
and Qualification............................... 37
Section 12.7 Joint Administration............................ 37
Section 12.8 Authority of Trustees........................... 37
Section 12.9 Employer Payments............................... 38
Section 12.10 Delinquencies................................... 38
Section 12.11 Corrections of Erroneous Contributions.......... 39
Section 12.12 Supplemental Coverage........................... 39
Section 12.13 Claims Information.............................. 39


ARTICLE XIII - Pension Plan............................................ 40


ARTICLE XIV - Waiver and Entire Agreement.............................. 40


ARTICLE XV - Duration of Agreement..................................... 40


EXHIBIT A - Job Posting Form........................................... 42


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A G R E E M E N T


This AGREEMENT is entered into as of the 14th day of November, 1994 between HEALTH-O-METER, INC. (hereinafter referred to as the "Company") and MANUFACTURING, PRODUCTION AND SERVICE WORKERS UNION, LOCAL NO. 24, AFL-CIO (hereinafter referred to as the "Union").


WHEREAS, the parties desire to set forth herein their entire agreement covering rates of pay, wages, hours and other conditions of employment to be observed by the parties hereto; to secure the efficient and profitable operation of the company; to secure and sustain maximum productivity of each employee by this Agreement; and to provide the procedure for the prompt and peaceful settlement of grievances which may arise between the Company and its employees or the Union;


NOW THEREFORE, it is agreed as follows:


ARTICLE I
RECOGNITION AND UNION SECURITY


SECTION 1.1. RECOGNITION IN BARGAINING UNIT. The company recognizes the Union as the sole and exclusive bargaining agency with respect to rates of pay, hours of work, and other terms and conditions of employment, for all regular production and maintenance employees, excluding office clericals,, professionals, technical employees, truck drivers, temporary and casual employees, supervisors and guards as defined in the National Labor Relations Act. This recognition is given by the Company pursuant to its obligation under the National Labor Relations Act and nothing in this clause shall be deemed as a guarantee of or obligation to continue operations or any portion thereof or as a guarantee of employment to any employee.


SECTION 1.2. UNION SECURITY. All Employees must as a condition of employment become and remain members of the Union in good standing Forty-five (45) days after the effective date of this agreement or upon completion of their probationary period as provided in Section 9.2 of this agreement, whichever is later.


SECTION 1.3. CHECKOFF. Upon receipt of a lawfully executed written authorization from an employee, the Company agrees to deduct the initiation fees and the regular union monthly membership dues of such employee from the employee's first pay received each month and to remit such deduction within ten (10) days to the official designated by the Union in writing to receive such deductions. Such deduction authorization shall be revocable in the manner provided by law. The Union will notify the Company in writing of the exact amount of such regular membership dues to be deducted. The Union will


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notify the Company in writing of the exact amount of such regular membership dues to be deducted. The Union will refund to the Company or the employee any dues which may erroneously be deducted or any monies which may erroneously be remitted to the Union.


SECTION 1.4. INDEMNIFICATION. The Union agrees to indemnify and hold the Company harmless against any and all claims, suits, orders or judgments, brought or issued against the Company as a result of any action taken or not taken by the Company under the provisions of this Article.


ARTICLE II


MANAGEMENT RIGHTS
-----------------


Except as specifically limited by the express language of other provisions of this Agreement, all functions of management of the enterprise shall be retained by the management of the Company. The functions listed in this Article are illustrations of the rights retained by the Company and are not intended as an all-inclusive list. The management of the manufacturing operations; methods of production; the determination of the means and places of production or manufacturing; the direction of the work force, including but not limited to, the right to direct and control all the operations or services to be performed in or at the plant or by the employees of the Company; to decide what work, products, components or services shall be performed in or made in the plant or by employees of the Company; to schedule working hours; to hire; to promote, demote, and transfer for legitimate cause; to suspend, discipline, and discharge for cause; to relieve employees because of lack of work or other legitimate reasons; to make and enforce reasonable shop rules and regulations; to establish reasonable production standards and reasonable rates for new or changed jobs; to introduce new and improved methods, materials, equipment or facilities; to change or eliminate existing methods, materials, equipment or facilities, are among the rights vested exclusively in management.


ARTICLE III


NO-STRIKE, NO-LOCKOUT
---------------------


SECTION 3.1. NO STRIKE. During the term of this Agreement the grievance machinery of this Agreement and the administrative and judicial remedies and procedures provided by statute shall be the sole and exclusive means of settling any dispute between the employees and/or the Union and the Company whether relating to the application of this Agreement, economic matters, or otherwise. Accordingly, neither the Union nor the


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employees will instigate, promote, sponsor, engage in or condone any strike, slow-down, picketing, concerted stoppage of work or any other intentional interruption of production. The Company shall have the right to discharge or otherwise discipline any employee (and such discipline need not be uniform) who violates the provisions of the foregoing sentence and in the event a grievance is filed, the sole question for arbitration shall be whether the employee engaged in the prohibited activity.


A threat to commit any of the above acts shall be considered a violation of this Article.


SECTION 3.2. UNION RESPONSIBILITY. In the event that any employee or group of employees covered by this Agreement shall, during its term, participate or engage in any of the activities herein prohibited, the Union agrees, immediately upon being notified by the Company, to direct such employee or group of employees to cease such activity and resume work at once. This requirement will be deemed satisfied if the Union takes the following steps:


(1) Post signed copies of the following notice on the designated
bulletin boards:


"Employees of Health-o-meter":


We have been advised by the Company that acts
interfering with production which are prohibited by our
collective bargaining agreement have occurred. If you are
engaging in or have engaged in such activity, you are hereby
officially instructed to cease participation immediately and
resume normal operations. Your failure to resume normal
operations may subject you to severe discipline including
discharge. All Union officials and employees are being sent a
copy of this notice and no one is authorized to give contrary
instructions.


Manufacturing, Production and
Service Workers Union, Local No. 24


By:______________________
"President"


(2) Mail a copy of the above notice duly signed to each
employee in the bargaining unit or to employees in the bargaining unit
participating in the interference with production.


(3) If the Union in good faith abides by the foregoing
provisions of this Article, it shall be


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absolved of any damages for any claimed violation of this Article.


SECTION 3.3. NO LOCKOUT. During the term of this Agreement the Company agrees that there shall be no lockout on its part for any reason whatsoever including controversies and grievances between the Company, the Union, and the employees.


ARTICLE IV


HOURS OF WORK
-------------


SECTION 4.1. WORKDAY AND WORKWEEK. The employee workday will be a twenty-four (24) hour period commencing with the scheduled starting time of the regular first shift except that for first shift employees whose regular job assignments commence daily prior to the starting time of the regular first shift, the workday shall commence at the regular starting time of their job assignments.


The employee workweek shall be a period of seven (7) consecutive twenty-four (24) hour days commencing with the scheduled starting time of the regular first shift on Monday; except that for the first shift employees whose regular job assignments commence daily prior to the starting time of the regular first shift, such workweek shall commence on Monday at the starting time of their job assignments.


SECTION 4.2. NORMAL HOURS. For purposes of computing overtime only, a normal workday shall consist of eight (8) consecutive hours, exclusive of meal periods, and a normal workweek shall consist of five (5) consecutive normal workdays.


SECTION 4.3. OVERTIME PAY. Overtime pay shall be paid at the rate of one and one-half (1-1/2) times the regular straight-time earnings for all hours worked in excess of eight (8) hours in one workday and in excess of forty (40) hours in one work-week. For the purpose of computing weekly overtime only, an employee eligible to receive holiday pay under the provisions of Article V will be credited with eight (8) hours worked whether such hours were actually worked or not. There shall be no pyramiding of overtime, nor shall holiday pay and overtime pay be paid for the same hours.


Employees shall receive time and one-half (1-1/2) for all work performed on Saturday.


Employees shall receive double time for all work performed on Sunday.


SECTION 4.4. ASSIGNMENT OF OVERTIME. Overtime work shall be required on a reasonable basis as a condition of


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continued employment. The Company shall determine the need for overtime work and shall schedule it in accordance with the following:


(a) overtime will first be assigned to the employee or employees regularly scheduled to work an the particular assignment.


(b) Upon reasonable request honored by the Company to be excused
from the work assigned under (a) above, the work shall be assigned to
an employee (or employees) in the same job classification and
department as the employee or employees so excused. In making such
assignments under this paragraph (b), the Company shall attempt to make
said assignment of overtime hours as equally as practicable among
employees who are qualified to perform the work. An employee who fails
for any reason to work assigned overtime or who is excused shall, for
equal distribution purposes, be credited with having worked the
overtime that was available.


(c) If upon the complaint of an employee, it is determined that
there has been a misassignment or an error in the distribution of
overtime hours under paragraph (b) above, such employee shall be given
preference for future overtime assignments for which he is qualified in
his classification and department and such future preference shall be
the sole remedy for the misassignment or error in overtime
distribution.


(d) An employee scheduled to work on Saturday will be notified
of such assignment before the end of his shift Thursday except in those
cases where the Company did not know of the condition causing the
overtime work in time to give such notice.


SECTION 4.5. REPORTING PAY. An employee who reports for work at his scheduled starting time and has not been notified by the Company not to report shall receive not less than four (4) hours pay at his regular straight-time rate, unless the failure to work is due to the fault or refusal of the employee, the disciplining of him, a stoppage of work in connection with a labor dispute, or causes beyond the Company's control, such as, but not limited to, accidents, fires, power breakdowns, or extreme weather.


An employee who completes more than four (4) hours of work but less than six (6) hours of work, will be guaranteed six (6) hours of work or pay.


SECTION 4.6. CALL-IN PAY. An employee who is called in to work at a time other than his scheduled starting time shall receive a guaranteed minimum of four (4) hours pay at the


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rate of pay for the job to which he is assigned.


SECTION 4.7. REST PERIODS. Employees working on daywork jobs shall be given two fifteen (15) minute rest periods, one in the first half of his normal 8 hour day and the other in the second half of his normal 8 hour day.


Employees working on piece work jobs are provided with an allowance for personal and fatigue time in the calculation of their incentive earnings and shall be permitted to the take rest periods in accordance with such allowances.


The time of such rest periods may be specified by the Company, but such rest periods shall be scheduled as close to mid-morning and mid-afternoon as possible.


SECTION 4.8. CHANGE IN WORKWEEK.


(a) The Company will have the right to institute a four (4) day
workweek at ten (10) hours per day with overtime after ten (10) hours
during the period Monday through Thursday for the entire plant or any
part thereof.


(b) The Company will have the right to institute a special shift
for Friday, Saturday and Sunday consisting of new hires at the above
new hire rates and at straight time pay and also consisting of current
employees at existing contract rates including applicable premium pay.
Seniority and any other applicable contract provisions will apply in
the selection of such special shift employees.


ARTICLE V


HOLIDAYS
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SECTION 5.1. RECOGNIZED HOLIDAYS. The following days shall be considered holidays:


New Year's Day Day after Thanksgiving
Good Friday Day before Christmas Day
Memorial Day Christmas Day
Independence Day Day before New Year's Day
Labor Day Employee's Birthday
Thanksgiving Day


The Employee's birthday may be observed on the following Friday or Monday.


When a holiday falls on Saturday, the preceding Friday will be observed as the holiday.


When a holiday falls on Sunday, the following Monday


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will be observed as the holiday.


When Christmas and New Year's fall, or are observed, on Monday, the holidays scheduled for the day before Christmas and New Year's will be observed on the preceding Friday.


When Christmas and New Year's fall, or are observed, on Tuesday or Friday, the day preceding each will be observed as the holidays scheduled for the Day before Christmas Day and the Day before New Year's Day.


When Christmas and New Year's fall an Wednesday, the two days preceding Christmas will be observed as the holidays scheduled for the Day before Christmas Day and the Day before New Year's Day.


When Christmas and New Year's fall on Thursday, the Friday following each will be observed as the holidays scheduled for the Day before Christmas Day and the Day before New Year's Day.


A holiday as recognized herein shall be a period of twenty-four (24) consecutive hours commencing at the same hour of the day as the beginning of the employees' workday.


SECTION 5.2. COMPUTATION OF HOLIDAY PAY. Employees eligible for holiday pay for a holiday not worked shall receive eight (8) hours pay at their regular straight-time rate computed as follows:


(a) Holiday pay for an employee who is regularly scheduled on
the night shift at the time a holiday is observed shall be paid his
night shift differential in addition to his regular holiday pay.


(b) Holiday pay for a daywork employee shall be computed on
the basis of his regular day work hourly rate in effect at the time the
holiday is observed, excluding night shift differential and premium pay
for overtime worked.


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