THIS PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 902(g) OF
REGULATION S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly period ended: MARCH 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 0-23804
SIMPSON MANUFACTRUING CO., INC.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-3196943
------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4637 CHABOT DRIVE, SUITE 200, PLEASANTON, CA 94588
------------------------------------------------------
(Address of principal executive offices)
(Registrant's telephone number, including area code): (510)460-9912
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
The number of shares of the Registrant's Common Stock outstanding as of
March 31, 1996: 11,420,300
<PAGE>
PART I -- FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
<TABLE>
<CAPTION>
SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31,
DECEMBER 31,
(UNAUDITED)
1996 1995 1995
------------ ------------ ------------
ASSETS
<S> <C> <C> <C>
Current assets
Cash and cash equivalents $ 6,191,487 $ 4,784,455 $ 6,955,788
Trade accounts receivable, net 26,280,550 21,324,305 20,732,880
Inventories 34,335,990 34,226,389 34,471,250
Deferred income taxes 2,357,455 2,487,455 2,750,455
Other current assets 1,361,923 1,383,281 1,986,446
------------ ------------ ------------
Total current assets 70,527,405 64,205,885 66,896,819
Net property, plant and equipment 26,233,565 20,617,021 26,420,004
Investments 1,329,715 679,104 1,357,457
Other noncurrent assets 1,824,959 845,982 1,967,779
------------ ------------ ------------
Total assets $ 99,915,644 $ 86,347,992 $ 96,642,059
============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Notes Payable $ - $ - $ 20,037
Trade accounts payable 5,869,968 9,240,490 7,375,014
Accrued liabilities 3,112,278 2,497,850 3,386,527
Accrued profit sharing trust contributions 2,626,226 2,296,130 1,999,739
Accrued cash profit sharing and commissions 1,307,125 952,680 1,289,144
Income taxes payable 951,393 1,568,764 -
Accrued workers' compensation 842,125 897,125 842,125
------------ ------------ ------------
Total current liabilities 14,709,115 17,453,039 14,912,586
Deferred income taxes and long-term liabilities 133,783 35,783 176,783
------------ ------------ ------------
Total liabilities 14,842,898 17,488,822 15,089,369
------------ ------------ ------------
Commitments and contingencies (Note 6)
Shareholders' equity
Common stock 30,789,607 29,580,365 30,415,716
Retained earnings 54,404,772 39,429,800 51,142,268
Cumulative translation adjustment (121,633) (150,995) (5,294)
------------ ------------ ------------
Total shareholders' equity 85,072,746 68,859,170 81,552,690
------------ ------------ ------------
Total liabilities and shareholders' equity $ 99,915,644 $ 86,347,992 $ 96,642,059
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
1996 1995
------------ ------------
<S> <C> <C>
Net sales $ 43,457,448 $ 35,774,956
Cost of sales 28,355,992 24,035,766
------------ ------------
Gross profit 15,101,456 11,739,190
Operating expenses:
Selling 4,510,033 3,858,727
General and administrative 5,128,446 3,834,371
------------ ------------
9,638,479 7,693,098
------------ ------------
Income from operations 5,462,977 4,046,092
Interest income, net 53,527 65,325
------------ ------------
Income before income taxes 5,516,504 4,111,417
Provision for income taxes 2,254,000 1,702,000
------------ ------------
Net income $ 3,262,504 $ 2,409,417
============ ============
Net income per common share $ 0.28 $ 0.21
============ ============
Weighted average shares outstanding 11,621,429 11,389,259
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,262,504 $ 2,409,417
------------ ------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of capital equipment (20,397) (738)
Depreciation and amortization 1,445,241 1,305,372
Deferred income taxes 350,000 187,000
Equity in losses of affiliates 16,000 37,000
Changes in operating assets and liabilities, net of
effects of acquisitions:
Trade accounts receivable (5,609,415) (4,117,629)
Inventories 135,260 (3,087,284)
Other current assets (127,310) (401,950)
Other noncurrent assets (27,450) (21,060)
Trade accounts payable (1,566,792) 2,898,090
Accrued liabilities (274,249) (461,344)
Accrued profit sharing trust contributions 626,487 575,526
Accrued cash profit sharing and commissions 17,981 (382,446)
Income taxes payable 1,703,227 1,068,103
------------ ------------
Total adjustments (3,331,417) (2,401,360)
------------ ------------
Net cash (used in) provided by
operating activities (68,913) 8,057
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (1,067,445) (1,034,195)
Proceeds from sale of equipment 29,840 -
Equity investments (11,637) -
------------ ------------
Net cash used in investing activities (1,049,242) (1,034,195)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term debt (20,037) -
Issuance of Company's common stock 373,891 -
------------ ------------
Net cash provided by financing activities 353,854 -
------------ ------------
Net decrease in cash and cash equivalents (764,301) (1,026,138)
Cash and cash equivalents at beginning of period 6,955,788 5,810,593
------------ ------------
Cash and cash equivalents at end of period $ 6,191,487 $ 4,784,455
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
<PAGE>
SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
Interim Period Reporting
The accompanying unaudited interim condensed consolidated financial
statements have been prepared pursuant to the rules and regulations for
reporting on Form 10-Q. Accordingly, certain information and footnotes
required by generally accepted accounting principles have been condensed or
omitted. These interim statements should be read in conjunction with the
consolidated financial statements and the notes thereto included in Simpson
Manufacturing Co., Inc.'s (the "Company's") 1995 Annual Report on Form 10-K
(the "1995 Annual Report").
The unaudited quarterly condensed consolidated financial statements have
been prepared on the same basis as the audited annual consolidated financial
statements, and in the opinion of management, contain all adjustments
(consisting of only normal recurring adjustments) necessary to present
fairly the financial information set forth therein, in accordance with
generally accepted accounting principles. The year-end condensed
consolidated balance sheet data was derived from audited financial
statements, but does not include all disclosures required by generally
accepted accounting principles. The Company's quarterly results may be
subject to fluctuations. As a result, the Company believes the results of
operations for the interim periods are not necessarily indicative of the
results to be expected for any future period.
Net Income Per Common Share
Net income per common share is computed based upon the weighted average
number of common shares outstanding. Common equivalent shares, using the
treasury stock method, are included in the per-share calculations for all
periods since the effect of their inclusion is dilutive.
The number of shares used in computing primary and fully diluted net income
per common share did not differ materially for the three months ended March
31, 1996 and 1995.
<PAGE>
2. Trade Accounts Receivable
Trade accounts receivable consist of the following:
<TABLE>
<CAPTION>
AT MARCH 31, DECEMBER 31,
1996 1995 1995
------------ ------------ ------------
<S> <C> <C> <C>
Trade accounts receivable $ 27,522,716 $ 22,712,357 $ 21,832,701
Allowance for doubtful accounts (1,039,728) (1,231,052) (931,321)
Allowance for sales discounts (202,438) (157,000) (168,500)
------------ ------------ ------------
$ 26,280,550 $ 21,324,305 $ 20,732,880
============ ============ ============
</TABLE>
3. Inventories
The components of inventories consist of the following:
<TABLE>
<CAPTION>
AT MARCH 31, DECEMBER 31,
1996 1995 1995
------------ ------------ ------------
<S> <C> <C> <C>
Raw materials $ 12,043,223 $ 11,369,378 $ 13,424,828
In-process products 3,716,719 3,014,738 3,180,416
Finished products 18,576,048 19,842,273 17,866,006
------------ ------------ ------------
$ 34,335,990 $ 34,226,389 $ 34,471,250
============ ============ ============
</TABLE>
At March 31, 1996 and 1995, and December 31, 1995, the replacement value of
LIFO inventories exceeded LIFO cost by approximately $3,793,000, $2,883,000
and $4,178,000, respectively.
4. Net Property, Plant and Equipment
Net property, plant and equipment consists of the following:
<TABLE>
<CAPTION>
AT MARCH 31, DECEMBER 31,
1996 1995 1995
------------ ------------ ------------
<S> <C> <C> <C>
Land $ 2,065,682 $ 1,340,682 $ 2,065,682
Buildings and site improvements 10,382,039 5,268,537 10,379,901
Leasehold improvements 2,859,053 4,004,321 2,688,430
Machinery and equipment 40,806,558 35,184,762 40,393,578
------------ ------------ ------------
56,113,332 45,798,302 55,527,591
Less accumulated depreciation
and amortization (31,546,682) (26,862,774) (30,419,484)
------------ ------------ ------------
24,566,650 18,935,528 25,108,107
Capital projects in progress 1,666,915 1,681,493 1,311,897
------------ ------------ ------------
$ 26,233,565 $ 20,617,021 $ 26,420,004
============ ============ ============
</TABLE>
<PAGE>
5. Debt
As of March 31, 1996, the Company had no outstanding debt. The Company has
available to it credit facilities which consist of the following:
<TABLE>
<CAPTION>
AMOUNT OF
FACILITY
------------
<S> <C>
Revolving line of credit, interest at
bank's reference rate (at March 31,
1996, the bank's reference rate was
8.25%), expires June 1997 $ 11,274,437
Revolving line of credit, interest at
bank's prime rate (at March 31,
1996, the bank's prime rate was
8.25%), expires June 1997 4,000,000
Revolving term commitment, interest at
bank's prime rate (at March 31,
1996, the bank's prime rate was
8.25%), expires June 1997 4,000,000
Revolving lines of credit, interest
rate at the bank's base rate of
interest plus 2%, expires May 1996 687,375
Standby letter of credit facilities 1,781,493
------------
Total credit facilities 21,743,305
Standby letters of credit issued and outstanding (1,781,493)
------------
Total credit available $ 19,961,812
============
</TABLE>
The Company has four outstanding standby letters of credit. Two of these
letters of credit, in the aggregate amount of $1,055,930, are used to
support the Company's self-insured workers' compensation insurance
requirements while the other two, in the aggregate amount of $725,563, are
used to support working capital needs of its European operations.
6. Commitments and Contingencies
Note 10 to the consolidated financial statements in the Company's 1995
Annual Report provides information concerning commitments and contingencies
relating to pending or possible claims, legal actions and proceedings
against the Company and its subsidiaries. Management believes that the final
resolution of these matters, individually or in the aggregate, is not
expected to have a material adverse effect on the financial position of the
Company.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following is a discussion and analysis of the consolidated financial
condition and results of operations for the Company for the three months
ended March 31, 1996 and 1995. The following should be read in conjunction
with the interim Condensed Consolidated Financial Statements and related
Notes appearing elsewhere herein.
Results of Operations for the Three Months Ended March 31, 1996, Compared
with the Three Months Ended March 31, 1995
Sales increased 21.5% from the first quarter of 1995 to the first quarter of
1996. The increase reflected solid growth in the Western United States,
particularly in California, due in large part to higher sales in the region
in the first quarter of 1996 compared to the first quarter of 1995 when
heavy rainfall decreased construction activity in California. Sales
decreased slightly in the Northeast where harsh winter weather has
negatively affected both construction and do-it-yourself activity. Simpson
Strong-Tie's sales increased 22.0% while Simpson Dura-Vent's sales increased
20.0%. Contractor distributors were the fastest growing connector sales
channel, representing over one-third of the increase in Simpson Strong-Tie
sales. Homecenter connector sales were relatively flat as compared to the
same period in the prior year. The sales growth rate of seismic and high
wind products led Simpson Strong-Tie sales with above average increases,
while Simpson Dura-Vent sales of Direct-Vent products, sold to OEMs and
through Simpson Dura-Vent's distribution system, continued to experience
high growth. Simpson Strong-Tie's core products performed well and epoxy
products, while representing less than 2% of Simpson Strong-Tie sales, had a
growth rate of approximately 45% over the comparable period in the prior
year, excluding the sales increases resulting from the acquisition of
Ackerman Johnson Fastening Systems Inc. in September 1995. First quarter
sales were also positively influenced by sales at the businesses acquired in
the second half of 1995. The acquisitions accounted for 1.6% of first
quarter of 1996 sales or approximately 9% of the aggregate increase in sales
as compared to the first quarter of 1995.
Income from operations increased 35.0% from $4,046,092 in the first quarter
of 1995 to $5,462,977 in the first quarter of 1996. This increase was
primarily due to higher gross margins and lower selling expenses as a
percentage of sales, partially offset by increased general and
administrative expenses. The increase in gross margins resulted from lower
raw material costs and better absorption of fixed overhead costs as a result
of increased production, partially offset by lower margins on businesses
acquired in late 1995. Selling expenses increased 16.9% in total from
$3,858,727 in the first quarter of 1995 to $4,510,033 in the first quarter
of 1996. This increase was primarily due to increased advertising and
promotional expenses, including new retail displays and product packaging.
The Company also hired additional merchandisers to better support the
homecenter business. General and administrative expenses increased 33.7%
from $3,834,371 in the first quarter of 1995 to $5,128,446 in the first
quarter of 1996. This increase was primarily due to increased cash profit
sharing, as a result of higher operating profit, and higher personnel and
overhead costs. In addition, the Company's provision for possible losses on
delinquent accounts increased as compared to the same quarter last year. The
effective tax rate decreased from 41.4% in the first quarter of 1995 to
40.9% in the first quarter of 1996, primarily due to lower estimated
effective state tax rates.
Liquidity and Sources of Capital
As of March 31, 1996, working capital was $55.8 million as compared to $46.8
million at March 31, 1995, and $52.0 million at December 31, 1995. The
principal components of the increase in working capital from December 31,
1995, include an increase in trade accounts receivable, which increased to
support the higher level of sales and seasonal buying programs, and a
decrease in trade accounts payable, which was primarily due to the timing of
purchases near the end of the quarter. Offsetting these increases was an
increase in income taxes payable, which resulted from higher taxable income
and utilization of the Company's prepaid tax balance as of December 31,
1995. In addition, accrued contributions to the Company's profit sharing
trust increased principally due to the increase in the number of employees
as well as an overall increase in salaries and wages upon which they are
based. This increase in working capital combined with net income and noncash
expenses, such as depreciation and amortization, resulted in the use of $0.1
million cash from operating activities. As of March 31, 1996, the Company
had unused credit facilities available of nearly $20.0 million.
In its investing activities, the Company used $1.1 million in cash to
purchase capital equipment, approximately the same rate of expenditures as
in the first three months of 1995.
Financing activities provided an additional $0.4 million in cash primarily
as a result of the issuance of Common Stock upon the exercise of stock
options by current and former employees. There were no borrowings
outstanding on long-term debt as of March 31, 1996.
The Company believes that cash generated by operations and borrowings
available under its existing credit agreements will be sufficient for the
Company's working capital needs and planned capital expenditures through
1996. Depending on the Company's future growth, it may become necessary to
secure additional sources of financing.
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is involved in various legal proceedings and other matters
arising in the normal course of business. In the opinion of management, none
of such matters when ultimately resolved will have a material adverse effect
on the Company's financial position or results of operations.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
<TABLE>
<CAPTION>
a. Exhibits.
EXHIBIT
NO DESCRIPTION
------- -----------------------------------------------------------
<S> <C>
10.1 Standby Letter of Credit Agreement and Arbitration
Agreement, dated March 21, 1996, between Simpson
Manufacturing Co., Inc. and Union Bank
10.2 Independent Agreement, effective January 1, 1996, through
December 31, 1998, dated April 18, 1996, between Simpson
Strong-Tie Company Inc. and Tool and Die Craftsman
Association
11 Statement re computation of earnings per share
27 Financial Data Schedule, which is submitted electronically
to the Securities and Exchange Commission for information
only and not filed.
</TABLE>
b. Reports on Form 8-K
No reports of Form 8-K were filed during the quarter for which this
report is filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIMPSON MANUFACTURING CO., INC.
-------------------------------
(Registrant)
DATE: May 13, 1996 By /s/Stephen B. Lamson
-------------------------------
Stephen B. Lamson
Chief Financial Officer
EXHIBIT 10.1
---------------------
UNION BANK
INTERNATIONAL SERVICES
FOREIGN TRADE DEPARTMENT
[ ] P.O. Box 3100, Los Angeles, CA 90051
[ ] P.O. Box 45510, San Francisco, CA 94145
LETTER OF CREDIT NUMBER: ____________________
EXPIRATION DATE: April 2, 1997
APPLICATION FOR IRREVOCABLE STANDBY LETTER OF CREDIT
Date: March 21, 1996
LETTER OF CREDIT TO BE [ ] AIR MAIL [ ] SHORT [ ] FULL DETAIL
TRANSMITTED AS INDICATED [ ] COURIER TELEX TELEX
[ ] TRANSFERABLE [ ] REVOLVING
BANK USE ONLY APPLICANT NUMBER: ____________________
COUNTRY CODE: ____________________
AT: 1-COUNTRY OF BENEFICIARY
2-OUR COUNTRY
APPLICANT: Simpson Manufacturing Co., Inc. and
Simpson Strong-Tie International, Inc.
4637 Chabot Drive, Suite 200
Pleasanton, CA 94588-0789
BENEFICIARY: Barclays Bank PLC
Colmore Row Business Centre
P.O. Box 34
Colmore Row, Birmingham U.K.
BANK USE ONLY ADVISING BANK NUMBER: ______________________
AMOUNT CODE: ______________________
AMOUNT: 200,000 pound sterling
BANK USE ONLY
CREDIT AVAILABLE WITH [1-ADVISING BANK; 2-FREELY NEGOTIABLE;
2-OURSELVES] BY [1-PAYMENT; 2-ACCEPTANCE; 3-NEGOTIATION]
DRAFT(S) DRAWN ON [1-APPLICANT; 2-OURSELVES; 3-ADVISING
BANK; 4-REIMBURSING BANK]
PARTIAL DRAWING 1[ ]PROHIBITED 2[X]PERMITTED 3[ ]SEE BELOW 4[ ]N/A
CREDIT AVAILABLE BY YOU DRAFT(S) AT SIGHT ACCOMPANIED BY THE FOLLOWING
Amendment to LC# 715LCS703657
Change expiration date to April 2, 1997 from April 2, 1996.
This application is subject to the Arbitration Agreement attached
hereto and incorporated by reference herein.
/s/TF
/s/SL
We agree to pay you in advance a commission of 1.25% per annum, plus
$100.00 opening, and 1/8%(minimum $50.00) for any payment under this
credit. We also agree to pay you in advance an amendment fee of STD %
per annum, plus $50.00, for an extension of validity and/or any increase
in the amount of the credit in any event. We agree to pay you all
charges or expenses including attorney's fees paid or incurred by you in
connection therewith and interest where chargeable as provided herein.
We authorize you to charge our account for all charges and expenses,
including commissions and fees.
Furthermore, the application shall include revisions of the terminology
set forth above as you (the Bank) deem necessary.
NOTE: the opening of this credit is subject to the terms and conditions
as set forth in the Standby Letter of Credit Agreement appearing on the
reverse hereof to which we agree and, if our continuing agreement is
lodged with you, subject to the terms and provisions set forth therein.
NAME OF FIRM: Simpson Manufacturing Co., Inc. and
Simpson Strong-Tie International, Inc.
TELEPHONE NUMBER: (510)460-9912
ACCOUNT NUMBER: Invoice Client
AUTHORIZED SIGNATURES: /s/THOMAS J FITZMYERS
Thomas J. Fitzmyers, President
AUTHORIZED SIGNATURES: /s/STEVE LAMSON
Steve Lamson, CFO
BANK USE ONLY
LETTER OF CREDIT RISK GRADE: ____________________________
PURPOSE CODE: ____________________________
FUNDING PROBABILITY: ____________________________
SIC CODE: ____________________________
TYPE CODE: ____________________________
COLLATERAL CODE: ____________________________
COLLATERAL AMOUNT: ____________________________
NET AMOUNT U.B. DEPOSIT-SECURED: ____________________________
TOTAL U.B. LIABILITY: ____________________________
ACCOUNT OFFICER APPROVAL: ____________________________
SENIOR ACCOUNT EXECUTIVE/RVP: ____________________________
LOAN ADMINISTRATOR: ____________________________
OFFICE NUMBER: ____________________________
VERBAL APPROVAL
NAME: ____________________
DATE: ____________________
NAME: ____________________
DATE: ____________________
STANDBY LETTER OF CREDIT AGREEMENT
The undersigned ("Customer") will apply and instruct Union Bank ("Bank")
to issue Standby Letters of Credit ("Credit") to designated
beneficiaries for the account of Customer. This Standby Letter of
Credit Agreement ("Agreement") sets forth the rights and obligations of
Customer and Bank.
1. TERMS. As used in the Agreement, terms shall be defined as
follows:
"Advance" means disbursement of funds to a beneficiary of any
Credit upon presentation of documents and if not immediately repaid by
Customer such advance shall constitute a loan of money by Bank to
Customer.
"Application" means the application on the reverse side hereof as
well as any written, telephonic, or oral request or instruction by
Customer to Bank concerning the issuance or modifications of letters of
credit issued pursuant to this Agreement.
"Beneficiary" means any person entitled under the terms of any
Letter of Credit issued pursuant to this Agreement to draw or demand
payment.
"Customer" means the undersigned party, parties or entity executing
this Agreement. If more than one party executes this Agreement, they
shall be jointly and severally liable for all charges hereunder and each
Customer(s) shall have the right and authority to (1) clear and resolve
any questions of non-compliance of document s; (2) give any instructions
as to acceptance or rejection of any documents or goods; (3) execute any
and all indemnities and delivery order (s); (4) grant any extensions of
the maturity of, time of payment for, or time of presentation of , any
drafts, acceptances or documents; and (5) agree to any amendments,
renewals, extensions, modifications, changes or cancellations of any of
the terms or conditions of any of the terms of this letter of credit
application, the letter (s) of credit issued hereunder and drafts or
acceptances created in connection herewith. Each Customer(s) hereby
authorizes Bank to comply with and honor the advice, given verbally or
in writing, of Customer (s)' agents or representatives as to any actions
to be taken by Bank regarding this Application or the letter(s) of
credit and/or other documents issued or created in connection herewith.
"Credit" means any letter of credit issued by Bank substantially in
accordance with the Application therefor, and includes any amendments of
such letter made by Bank with Customer's written or oral consent.
"Draft" means any bill of exchange, draft, acceptance or other
written order or demand for the payment of money, whether negotiable or
not, and includes a receipt or other document(s) against presentation,
of which payment is required to be made under the Credit, even if
unaccompanied by a bill of exchange.
"Uniform Customs and Practice" means the Uniform Customs and
practice for Documentary Credit (1983 Revision), International Chamber
of Commerce Publication No. 400, and any subsequent revisions thereof
approved by a Congress of the International Chamber of Commerce and
adhered to by Bank.
2. OBLIGATION OWED BANK. The undersigned promises to pay Union
Bank the principal amount of each advance together with interest due
thereon at the rate of five (5) percent per annum in excess of Union
Bank's Reference Rate of interest , which is that rate of interest as
announced by Bank at its Corporate Headquarters as its Reference Rate
and which shall vary concurrently with any change in such rate. Each
such advance shall be due and payable immediately the making of the
advance, except that if the following blank has been completed and
initialed by Bank and Customer, then each such advance shall mature 30
(Bank Officer: /s/MD ; Customer: /s/SL) days following the date of such
advance, and, if requested by Bank, the undersigned shall execute a
promissory note to further evidence such obligation. During the term of
any Credit issued hereunder but prior to any actual drawing by any
Beneficiary, such Credit is the contingent liability of Customer in the
entire maximum principal amount of such Credit together with interest
and costs due thereon, until such Credit expires in conformity with its
terms.
So long as any undisbursed portion remains available to
Beneficiary, the undersigned promises to pay a commitment fee of N/A
percent of the undisbursed portion payable N/A
(quarterly/semiannually/annually) in advance, with no refund owed in the
event the commitment expires, is reduced, or is modified during such
period.
3. IRREVOCABLE COMMITMENT. Customer understands that any Credit
issued pursuant to this Agreement is the direct obligation of Bank
established by Customer in favor of Customer's designated Beneficiaries
of any Credit. Once established, such Credit is irrevocable and is not
subject to recall, stop payment, and any claim or demand by Customer to
stop payment thereunder is void and of no effect.
4. LIMITED BANK INVOLVEMENT. The Beneficiaries are deemed
Customer's agents or suppliers and Customer assumes all risks of their
acts or omissions. Bank has made no representations regarding the
underlying transactions between Customer and Beneficiaries and except
for the issuance of the Credit is not otherwise connected with the
transactions to which the Credit pertains. Drawings made hereunder are
initiated by the presentation to Bank of certain documents designated in
this Agreement and Bank is under no duty to investigate any fact
relating to the transactions to which such documents pertain. Neither
Bank nor its correspondents shall be responsible for the validity,
sufficiently or genuiness of documents, even if such documents should in
fact prove to be invalid, insufficient, fraudulent or forged. Bank and
its correspondents are not responsible for the solvency of any party
issuing any documents in connection with this Agreement or any Credit.
5. SECURITY INTEREST AND DEFAULT. Customer agrees at any time and
from time to time, on demand, to deliver, convey, transfer, or assign to
Bank as security for any and all of Customer's obligations hereunder, as
well as any other obligation which may now or hereafter be owed by
Customer to Bank, security of a value and character satisfactory to
Bank. Customer agrees that any property belonging to Customer which
comes into Bank's possession whether expressly as security or for
safekeeping or otherwise, including any items received for collection or
transmission and the proceeds thereof, whether or not such property is
in whole or in part released to Customer on trust or bailee receipt is
security for each and all such Customer obligations owed Bank and
Customer hereby grants to Bank a security interest in all such property
for purposes of securing all such obligations.
Customer agrees that upon his failure to keep a margin with Bank at
all times satisfactory to Bank, or upon the making by Customer of any
assignment for the benefit of creditors, or upon the filing of any
voluntary or involuntary petition in bankruptcy by or against Customer,
or upon the application for the appointment of a receiver of any of
Customer's property, or upon any act of bankruptcy or state of
insolvency of Customer, or if Bank in good faith deems itself insecure
at any time, or upon death of Customer, all of such obligations and
liabilities shall become and be immediately due and payable without
demand or notice, not withstanding any Credit or time allowed to him or
Customer or any instrument evidencing any such obligation or otherwise;
and Customer; and Customer, as to property in which he may have any
interest, expressly authorizes Bank in any such event, or upon
Customer's failure to pay any of such obligations or liabilities when
they shall become or be made due, to sell all such property arrived at
in accordance with the California Commercial Code and to apply the net
proceeds of such sale to the payment of all Customer's obligations to
Bank, however arising.
Bank's rights specified in this Agreement are in addition to any
created by statute or rule of law. Bank is expressly given the right to
execute and file and record endorsements, assignments, financing
statements, and other instruments in the name of Customer with respect
to documents, property and interests relative to the Credit or any
property of Customer in which Bank has a security interest which may at
any time come into the possession of Bank under the Credit or by virtue
of this Agreement.
Customer agrees to pay all expenses, filing fees, and charges for
legal services incurred in connection with the perfection or enforcement
of Bank's rights and security interests hereunder as well as any expense
incurred regarding any collateral.
6. UNIFORM CUSTOMS AND PRACTICES. Unless provided to the contrary
by this Agreement, Bank and any of its correspondents may accept
documents or any changes which comply with the provisions, definitions,
interpretations and practices in effect at the time of execution hereof
and contained in the "Uniform Customs and Practices for Documentary
Credits Fixed by the Congress of the International Chamber of Commerce,"
as revised and amended from time to time.
7. NO WAIVER. Failure or delay on the part of Bank to exercise or
enforce any of its rights hereunder, or to require strict compliance
with the terms hereof in one or more instances shall not constitute a
waiver of such rights. None of such rights are waived unless in writing
signed by Bank and, unless expressly stated, no such waiver shall be
effective as to any transaction which occurs after the date of such
waiver nor any as to the continuance of any breach after such date.
8. INDEMNIFICATION FOR COSTS. Customer does indemnify and save
Bank harmless against all loss or damages in connection with this
Agreement and each Credit and all related costs, charges and expenses
and all actions or suits, including but not limited to any action by
Customer or others to enjoin any payment under the Credit by Bank,
whether groundless or otherwise, including court costs and reasonable
charges for attorney's fees. In the event any action is brought by
Customer or by others to enjoin any payment under the Credit, Customer
shall promptly deposit with Bank a sum equal to the amount of the
subject payment and Customer hereby grants to Bank a first security
interest in said deposit account.
From time to time Customer may give verbal applications, requests
or instructions over the telephone or in person to Bank in connection
with the issuance, amendment, renewal, termination or payment of a
Standby Letter of Credit. Bank shall be entitled to rely on the
authority of Customer making the verbal communication whether so
authorized or not.
Customer agrees to confirm such verbal applications, requests or
instructions in writing within 24 hours, but whether or not confirmed in
writing, customer's "Indemnify and Hold Harmless" to Bank shall remain
effective. Customer agrees to reimburse Bank for any losses and charges
made against it in connection with this Agreement and caused by the
reevaluation or fluctuations in the exchange rate of any currency
whether United States or any other.
If any change in any law or regulation or in the interpretation
thereof by any court or administrative or government authority charged
with the administration thereof shall either (I) impose, modify or deem
applicable any reserve, special deposit or similar requirement against
letters of credit issued by, or assets held by, or deposits in or for
the account of Bank, or (ii) impose on Bank any other condition
regarding this Agreement or the Credit, and the result of any event
referred to in the preceding clause (I) or (ii) shall be to increase the
cost to Bank of issuing or maintaining the Credit (which increase in
cost shall be determined by Bank's reasonable allocation of the
aggregate of such cost increases resulting from such events), then, upon
demand by Bank, Customer shall immediately pay to Bank, from time to
time as specified by Bank, additional amounts which shall be sufficient
to compensate Bank for such increased cost, together with interest on
each such amount from the date demanded until payment in full thereof at
the rate provided in Section 2 above. A certificate as to such
increased cost incurred by Bank as a result of any event set forth above
shall by submitted by Bank to Customer, which shall reasonably reflect
the costs incurred by Bank and shall be verifiable. Absent manifest
error, Customer agrees to pay the amount so certified, pending
verification made at the expense of Customer.
9. ATTORNEY'S FEES. In the event suit is brought by either Bank
or Customer to enforce its rights hereunder, the prevailing party shall
be entitled to receive its attorney's fees and cost incurred in
connection with such litigation.
10. SUCCESSOR ENTITIES. If Customer is a partnership, this
Agreement shall continue in force, notwithstanding any change in the
membership or the incorporation of the firm, but shall be binding in
favor of Bank upon the persons or the corporation carrying on business
in succession to the original Customer entity as well as the
undersigned.
11. NOTICES. Notices to Customer by Bank shall be in writing,
delivered to Customer in hand or sent to the last known address of
Customer by mail, telegraph, telex or other public means of
communication; and shall be considered to have been made or given at the
time of such delivery or leaving or of such mailing or otherwise sending
by public means of communication.
This Agreement is without limitation as to duration or amount and
Bank may continue to act hereunder until such time as it shall receive
written notice of its withdrawal, which notice will not in any way
effect any Credit theretofore issued or any obligations theretofore
incurred to Bank hereunder.
12. NONASSIGNABLE. The obligations of this Agreement shall bind
the heirs, executors, administrators, successors and assigns of Customer
and all rights of Bank are extended to its successors and assigns. No
assignment of Customer's rights under this Agreement is possible without
the prior written consent of Bank.
13. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California,
United States of America.
Simpson Manufacturing Co., Inc. and
Simpson Strong-Tie International, Inc.
AUTHORIZED CUSTOMER SIGNATURE /s/THOMAS J FITZMYERS, President
Simpson Manufacturing Co., Inc. and
Simpson Strong-Tie International, Inc.
AUTHORIZED CUSTOMER SIGNATURE /s/STEVE LAMSON, CFO
ARBITRATION AGREEMENT
(Commercial Transaction Not Secured By Real Property)
ADDENDUM A
(a) Claims or Controversion Subject to Arbitration. Any claim or
controversy between or among the parties to this agreement
(collectively,) the "Parties" and Individually, a "Party") which arises
out of or relates to (I) that certain Application for Irrevocable,
[/s/TF, /s/SL] dated March 21, 1996, executed by Simpson Manufacturing
Co., Inc. *Standby Letter of Credit and Standby Letter Agreement in
favor of Union Bank (Bank"), any extensions, renewals, amendments,
substitutions or replacements thereof, and any related guaranty,
subordination agreement, security agreement or any other related
agreement or instrument (collectively, the "Subject Documents"), (ii)
any negotiations, correspondence or communications relating to any of
the Subject Documents, whether or not incorporated into the Subject
Documents or any indebtedness evidenced thereby, (iii) the
administration or management of the Subject Documents or any
indebtedness evidenced thereby or (iv) any alleged agreements, promises,
representations or transactions in connection therewith, including but
not limited to any claim or controversy which arises out of or is based
upon an alleged tort, shall at the written request of any Party, be
determined by binding arbitration. The arbitration shall be conducted
in accordance with Title 9 of the California Code of Civil Procedure
Sections 1280 at seq. (the "California Arbitration Act") and under the
Commercial Rules of the American Association (the "AAA"). In connection
with such arbitration, the Parties hereby expressly, intentionally and
deliberately waive any right they may otherwise have to trial by jury of
such claim or controversy.
(b) Selection of Arbitrator. Within thirty (30) days after written
demand, or within thirty (30) days after commencement by any Party of
any lawsuit subject to this agreement, a single neutral arbitrator will
be selected pursuant to the Commercial Rules of the AAA. However, the
arbitrator selected must be a retired state or federal court judge with
at least five years of judicial experience in civil matters. In the
event that the selection pursuant to the Commercial Rules of the AAA
does not result in the appointment of a single neutral arbitrator within
thirty (30) days, any such Party may petition the court to appoint such
an arbitrator. The Parties shall equally bear the fees and expenses of
the arbitrator unless the arbitrator otherwise provides in the award.
(c) Powers of and Limitations on the Arbitrator. The arbitrator shall
have the powers provided by the California Arbitration Act and the
Commercial Rules of the AAA except as provided in this agreement,
including without limitation the following:
(1) The arbitrator shall determine all challenges to the legality
and/or enforceability of this agreement.
(2) The arbitrator shall apply the rules of evidence to the same
extent as they would be applied in a court of law.
(3) The arbitrator shall give effect to all legal and equitable
defenses in determining any claim or controversy, including without
limitation statutes of limitation, the statute of frauds, waiver and
estoppel.
(4) A Party may not conduct discovery unless the arbitrator grants
such Party leave to do so upon a showing of good cause. All discovery
shall be completed within ninety (90) days after the appointment of the
arbitrator. The arbitrator shall limit discovery to non-privileged
material that is relevant to the issues to be determined by the
arbitrator.
(5) The AAA shall determine the time of the hearing and shall
designate its location from among the cities of San Francisco, Los
Angeles and San Diego based upon the convenience of the arbitrator, the
Parties and the witnesses. However, such hearing shall be commenced
within thirty (30) days after completion of discovery, unless the
arbitrator grants a continuance upon a showing of good cause by any
Party. At least seven (7) days before the date set for such hearing,
the Parties shall exchange copies of exhibits to be offered as evidence,
and lists of the witnesses who will testify, at such hearing. Once
commenced, the hearing shall proceed day to day until completed, unless
the arbitrator grants a continuance upon a showing of good cause by any
Party. Any Party may cause to be prepared, at its expense, a written
transcription or electronic recordation of such hearing.
(6) Any award by the arbitrator shall be set forth in a written
decision supported by written findings of fact and conclusions of law
which the arbitrator shall deliver concurrently to the Parties.
(7) The award of the arbitrator may include equitable relief.
(8) The arbitrator may not award punitive damages unless the
arbitrator first makes written findings of fact that would satisfy the
requirements for recovery of punitive damages under California law. An
such award of punitive damages shall not exceed a sum equal to twice the
amount of actual damages as determined by the arbitrator.
(9) The arbitrator shall have the power to award reasonable
attorneys' fees (including a reasonable allocation for the costs of
in-house counsel) and costs to the prevailing party.
(10) The provisions of California Civil Code Sections 47 at seq.
shall apply to the arbitration to the same extent as they would apply to
a judicial proceeding subject to such provisions.
(11) The laws of the State of California shall govern the
arbitration pursuant to this agreement.
(d) Provisional Remedies, Self-Help and Foreclosure. No provision of
this agreement shall limit the right of any Party (I) to exercise any
self-help remedies, (ii) to foreclose upon or sell any collateral, by
power of sale or otherwise, or (iii) to obtain or oppose provisional or
ancillary remedies from a court of competent jurisdiction before, after
or during the pendency of the arbitration. The exercise of, or
opposition to, any such remedy does not waive the right of any Party to
arbitration pursuant to this agreement If any obligation under any
Subject Document is or becomes secured by an interest in real property,
then no claim or controversy shall be submitted to arbitration without
the consent of the Parties. If the Parties do not consent to such
submission, then the claim or controversy shall be determined by a
judicial action in which all decisions of fact and law shall, at the
request of any Party, be referred to a referee in accordance with
California Code of Civil Procedure Sections 638 at seq. The referee
shall be selected pursuant to the provisions of paragraph (b) of this
agreement and shall have the powers conferred upon a arbitrator by
paragraph (c) of this agreement. Judgment upon the award rendered by
such referee shall be entered in the court in which such judicial action
was commenced in accordance with California Code of Civil Procedure
Sections 644 and 645.
(e) Miscellaneous. Judgment upon the award of the arbitrator may be
entered in any court of competent jurisdiction. In the event that
multiple claims are asserted, some of which are found not subject to
this agreement, the Parties agree to stay the proceedings of the claims
not subject to this agreement until all other claims are resolved in
accordance with this agreement. In the event that claims are asserted
against multiple parties, some of whom are not subject to this
agreement, the Parties agree to sever the claims subject to this
agreement and resolve them in accordance with this agreement. In the
event that any provision of this agreement is found to be illegal or
unenforceable, the remainder of this agreement shall remain in full
force and effect. The laws of the State of California shall govern the
interpretation of this agreement. This agreement fully states all of
the terms and conditions of the Parties' agreement regarding the matters
mentioned in, or incidental to, this agreement. This agreement
supersedes all oral negotiations and prior writings concerning the
subject matter of this agreement.
UNION BANK
BY: /s/MICHAEL DEVERY
Michael Devery
Credit Officer
SIMPSON MANUFACTURING CO., INC.
BY: /s/STEVE LAMSON
Steve Lamson, CFO
BY: /s/THOMAS J FITZMYERS
Thomas J Fitzmyers, President
EXHIBIT 10.2
---------------------
INDEPENDENT AGREEMENT
between
SIMPSON STRONG-TIE CO., INC.
(BREA BRANCH)
and
TOOL & DIE CRAFTSMEN ASSOCIATION
effective
JANUARY 1, 1996 through DECEMBER 31, 1998
<PAGE>
TOOL & DIE CRAFTSMAN ASSOCIATION CONTRACT
TABLE OF CONTENTS
Article Page
No. Description No.
- - ----- ------------------------------------------------------ ------
I UNION RECOGNITION AND WORK JURISDICTION 1
Section 1. Employees Covered 1
Section 2. Employees Not Covered 1
Section 3. Union Retains Jurisdiction 1
II UNION SECURITY 2
Section 1. Union Membership 2
Section 2. Hiring of Employees 2
Section 3. No Discrimination 2
III MANAGEMENT SECURITY 3
Section 1. No Strike - No Lockout 3
Section 2. Employee Considered as Quit 3
IV WAGES AND CLASSIFICATIONS 4
Section 1. Wages 4
Section 2. Definition of Job Classifications 4
Section 3. New Work 4
Section 4. Deductions from Pay 4
Section 5. Weekly Pay Periods 4
Section 6. No Reduction in Pay 4
V JURY PAY - FUNERAL LEAVE 5
Section 1. Jury Service 5
Section 2. Funeral Leave 5
VI APPRENTICES 6
Section 1. Acceptance of Standards 6
Section 2. Pay for Apprentices 6
Section 3. Ratio and Rules 6
Section 4. Seniority for Apprentices 6
Section 5. Termination of Apprentices 7
VII HOURS AND SHIFTS 8
Section 1. Hours 8
Section 2. Shifts and Shift Differentials 8
Section 3. Transfer to Another Shift 8
Section 4. Overtime 9
Section 5. Call-in and Call-back Pay 9
Section 6. Travel Time 10
VIII HOLIDAYS 11
Section 1. Recognized Holidays 11
Section 2. Qualifying Conditions 11
Section 3. Holiday on Saturday and Sunday 11
Section 4. Holidays During Vacations 11
Section 5. Pay for Work on a Holiday 12
Section 6. The Day Before New Year's 12
<PAGE>
Article Page
No. Description No.
- - ----- ------------------------------------------------------ ------
IX VACATIONS 13
Section 1. Qualifying Period 13
Section 2. Vacations Not Accumulative 14
Section 3. Scheduling of Vacations 14
Section 4. Vacation Pay as Severance Pay 14
Section 5. Employees' Vacation Option 14
X SENIORITY 15
Section 1. Seniority Rules 15
Section 2. Loss of Seniority 15
Section 3. Notice of Layoff 16
Section 4. Leaves of Absence 16
Section 5. Information Furnished the Union 16
Section 6. Promotions Outside the Bargaining 16
XI UNION REPRESENTATIVE 17
Section 1. Union Representative 17
XII GRIEVANCE PROCEDURE 18
Section 1. Grievance Defined 18
Section 2. Grievance Procedure 18
Section 3. General Rules 19
XIII WORKING CONDITIONS 20
Section 1. Industrial Accidents 20
Section 2. Safety Rules 20
Section 3. Physical Examinations 21
Section 4. No Age Limit 21
Section 5. Safety Equipment 21
XIV MISCELLANEOUS SUBJECTS 22
Section 1. Assignability 22
Section 2. Saving Clause 22
Section 3. Outside Work 22
XV GROUP INSURANCE, HOSPITALIZATION, SURGICAL AND
MEDICAL PROGRAM 23
XVI PENSION PLAN 26
XVII MANAGEMENT FUNCTIONS 27
XVIII PLAN RELOCATION AND SEVERANCE PAY 28
XIX LEADMEN 29
XX DURATION OF AGREEMENT 30
<PAGE>
Article Page
No. Description No.
- - ----- ------------------------------------------------------ ------
APPENDIX
A WAGES 31
Section 1. Classification and Rates of Pay 31
Section 2. Red Circle Classification 31
B JOB CLASSIFICATIONS 32
D SICK LEAVE PLAN SUPPLEMENTING U.C.D. OR WORKERS'
COMPENSATION INSURANCE 33
Section 1. General Purposes 33
Section 2. Eligibility and Duration of Benefits 33
Section 3. Eligibility and Duration of Sick Leave 34
Section 4. General Provisions 34
OFFICIAL MINUTES NUMBER ONE 36
OFFICIAL MINUTES NUMBER TWO 36
(20) ATTENDANCE INCENTIVE PROGRAM 37
<PAGE>
This Agreement is between SIMPSON STRONG-TIE COMPANY INC. (BREA BRANCH)
Party of the first part, hereinafter referred to as "the Employer" and
the TOOL AND DIE CRAFTSMAN ASSOCIATION, party of the second part,
hereinafter referred to as "the Union".
GENERAL PURPOSE OF AGREEMENT
The general purpose of this Agreement is to set forth the hours of work,
rates of pay, and conditions to be observed by the Employer and the
Union; and to provide orderly and harmonious procedures between the
Employer and the Union and to secure a prompt and fair disposition of
grievances. It is the further purpose of the Agreement to prevent
interruption of work and to promote the efficient operation of the
business. The Union subscribes to the principles of a fair days work for
a fair days pay, and the Employer subscribes to the principle of a fair
days pay for a fair days work.
WITNESSETH: It is hereby mutually agreed to as follows:
ARTICLE I - UNION RECOGNITION AND WORK JURISDICTION
Section 1.. Employees Covered
This agreement shall cover, and the Employer recognized the Union as the
sole bargaining agent for the employees working within the trade claims
of the Union as set forth in their constitution in effect on the
effective date of this Agreement, and further for employees covered by
N.L.R.B. Case Number NONE. Such employees are set forth below:
All Tool and Die Makers, Tool and Die Apprentices, Tool and Die
Machinists, Machine Repairmen, Maintenance Helpers, and Machine Repair
Apprentices, their Leadmen and/or Working Foremen employed by the
Employer signatory to this Agreement.
Any dispute concerning the intent or application of N.L.R.B.
certification in N.L.R.B. Case Number NONE shall be resolved solely
through appropriate N.L.R.B. procedures.
Section 2. Employees Not Covered
All employees presently represented by Collective Bargaining Agreements
with other Unions, Clerical and Office Employees, Professional personnel,
Office Janitors, Engineering personnel, Technical Personnel, Foremen,
Supervisors, Watchmen and Guards as defined in the National Labor
Relations Act of 1947, as amended.
Note: Supervisors, Foremen, Engineering personnel and Technical
personnel, who do not use the tools of the trade except in a supervisory
capacity are specifically excluded from coverage of this Agreement. It is
not intended that the exclusion of Supervisors or Foremen would apply to
Leadmen and/or Working Foremen.
Section 3. Union Retains Jurisdiction
The Union and the Employer agree that during the life of this Agreement,
they will not surrender jurisdiction over any of the employees covered by
this Agreement to any other union.
<PAGE>
ARTICLE II - UNION SECURITY
Section 1. Union Membership
All employees covered by this Agreement shall become and remain members of
the Union as a condition of employment on one of the following dates,
whichever is later:
The 31st calendar day following the beginning of their employment
The 31st calendar day following the effective date of signing this
Agreement
Section 2. Hiring of Employees
a. The Employer shall notify the Union of all job openings within the
bargaining unit covered by this Agreement. The Union may refer applicants
for such openings. In interviewing and hiring for such job openings, the
Employer will not discriminate against any applicant referred by the
Union.
The Employer will notify the Union office and the Ship Steward of the
name, address, social security number, classification and date of hire
within three (3) days from the date of hire.
b. In the application of SECTION 1. above, when the Employer is notified
by the Union in writing that an employee has failed to make application
and tender the Union initiation fee or reinstatement fee, or is not a
member in good standing by failing to tender the Union dues, the Employer
shall, within two (2) working days terminate such employee. Such employee
shall not be re-employed by the Employer during the life of this
Agreement unless the employee becomes a member in good standing in the
Union as defined by Law.
Section 3. No Discrimination
There shall be no discrimination against any member of the Union by the
Employer and/or against the Employer by the Union.
There shall be no discrimination against any employee or applicant for
employment based on his race, color, creed, national origin or sex.
The Employer and the Union mutually reaffirm their continued compliance
with the requirements, purpose and intent of applicable Executive Orders,
Federal, State and other legislation pertaining to fair employment
practices and non-discrimination in employment.
<PAGE>
ARTICLE III - MANAGEMENT SECURITY
Section 1. No Strike - No Lockout
a. During the life of this agreement the Union will not cause a strike or
production stoppage of any kind, nor will any employees take part in a
strike, intentionally slow down in the rate of production, or in any
manner cause interference with or stoppage of the Employer's work,
provided the Employer follows the Grievance Procedure for which provision
is made herein. Likewise, the Employer agrees that there shall be no
lockouts during the life of this Agreement provided the Union follows the
Grievance Procedure for which provision is made herein.
b. It shall not considered a violation of this Agreement if employees of
an individual company fail to report for work by reason of a legitimate,
authorized picket line established by another union which has a
collective bargaining agreement with the company, or the Central Labor
Council having jurisdiction.
In exception to the above, unions signatory to this Agreement shall not
observe a picket line, placed for organizational purposes unless proof is
submitted that the Union placing the picket line represents the major of
people in the unit claimed.
Section 2. Employee Considered as Quit
In the event an employee or group of employees violates the provisions of
this Article, he or they shall be deemed to have quit the employment. If
such an employee or group of employees are re-employed by the Employer,
any restoration or benefits shall be by mutual agreement with the Union.
<PAGE>
ARTICLE IV - WAGES AND CLASSIFICATIONS
Section 1. Wages
Minimum wages for classifications of employees covered by this Agreement
are set forth in Appendix A which is a part of this Agreement. Premium
wage rates over and above the minimum wage rates may be paid by the
Employer.
Section 2. Definition of Job Classifications
Definition for job classifications contained in the wage structure
(Appendix B which is a part of this Agreement.
Section 3. New Work
In the event the Employer introduces new Machinery or equipment resulting
in a new method or work process properly coming within the jurisdiction
of the Union, which the Union believes has been improperly assigned, the
Employer and the Union shall, upon written request, enter into
negotiations as to the proper assignment of the work within the existing
classifications covered by this Agreement. If no agreement is reached, the
dispute shall be referred to Arbitration as provided in Step 4 of the
Grievance Procedure. Pending final settlement, the new work shall continue
to be performed in the classification established by the Employer.
Section 4. Deductions from Pay
There shall be no deductions from employees pay covered by this Agreement
except as provided in this Agreement or as required and in the manner
prescribed by law.
Section 5. Weekly Pay Periods
Except where otherwise agreed to between an individual Company and the
Union, wages shall be paid as follows:
Employees shall be paid weekly. There shall be no unreasonable delay in
the payment of wages on pay day.
When pad day falls on a recognized holiday, the day preceding the holiday
shall be considered as pay day.
In companies where pay day is on Friday, employees on second or third
shift shall be paid not later than the termination of their shift
preceding the Friday day shift.
Section 6. No Reduction in Pay
No Person shall suffer a reduction in his hourly rate of pay because of
the adoption of the adoption of this Agreement.
<PAGE>
ARTICLE V - JURY PAY - FUNERAL LEAVE
Section 1. Jury Service
a. Employees who are called for jury service will be granted the
necessary time off once per year for the scheduled work days you are
required to serve in court.
b. You will be entitled to compensation at your straight time hourly rate
for eight hours pay less compensation you are entitled to receive for
jury service.
c. You will expected to present proof of service, including time served
and amount of pay received.
d. First shift employees, who are excused from jury service prior to
12:00 noon, are expected to return to work for the balance of their
shift. Second and third shift employees who are excused prior to 12:00
noon are expected to report for their full, regular shift.
e. This Article shall not apply in any case where an employee voluntarily
seeks jury service.
Section 2. Funeral Leave
An employee will be given three (3) day's funeral leave with pay, at his
regular hourly, straight time rate for death in his immediate family.
Immediate family shall be spouse, children, mother, father, brother,
sister, mother-in-law, father-in-law, adopted child or stepchild, and
grandparents. This provision does not apply if the employee is on leave
of absence or lay off.
<PAGE>
ARTICLE VI - APPRENTICES
Section 1. Acceptance of Standards
All Tool and Die and Machine Repair Apprentices shall be governed by the
Joint Apprenticeship Committee.
Section 2. Pay for Apprentices
Apprentices shall be paid not less than the following percentages of the
Journeyman Tool and Die Makers or Machine Repairman wage rates:
1st 6 months - 40% 7th 6 months - 70%
2nd 6 months - 45% 8th 6 months - 75%
3rd 6 months - 50% 9th 6 months - 80%
4th 6 months - 55% 10th 6 months - 85%
5th 6 months - 60% 11th 6 months - 90%
6th 6 months - 65% 12th 6 months - 95%
Thereafter - Journeyman Rate
Section 3. Ratio And Rules
There shall be ones (1) Apprentice for each approved shop employing three
(3) or more Journeyman Tool and Die Makers or Machine Repairmen and
additional apprentices shall be allowed upon application to the approval
from the Joint apprenticeship Committee, provided, however, that the
total ratio shall not exceed one (1) apprentice for each three (3)
Journeyman Tool and Die Makers or Machine Repairmen.
In exception to the above, a plant is not currently training Apprentices
shall not indenture an Apprentice as required above while there are
Journeyman Tool and Die Makers or Machine Repairmen on layoff and subject
to recall to their plant.
Section 4. Seniority for Apprentices
When an Apprentice has completed has completed his formal indentured
training program, the Employer at whose plant he completed his training
program, reserves the right to terminate the Apprentice or retain him as
a Journeyman. The Employer will notify the Apprentice two (2) calendar
weeks prior to the actual date of termination. If the Employer elects to
retain the employee as a Journeyman, such employee shall carry the
seniority he acquired as an Apprentice to his Journeyman classification.
If the apprentice is terminated and rehired within one (1) year, he will
be given full seniority credit for his time worked as an apprentice at
that company.
<PAGE>
Section 5. Termination of Apprentices
Following the probationary period set forth in the Joint Apprenticeship
Standards, no apprentice shall be laid off or be permitted to leave his
employment without the approval of the Joint Apprenticeship Committee
provided, however, that nothing in this section shall prevent an Employer
from discharging an Apprentice for just cause other than for failure to
comply with the Joint Apprenticeship Standards which are within the
jurisdiction of the committee. Any discharge shall be reported
immediately to the Joint Apprenticeship Committee. Should the Joint
Apprenticeship Committee or the Union desire to appeal this discharge, it
shall be appealed to Step 3 of Article XII, Grievance Procedure, within
three (3) working days following the date the Secretary of the Joint
Apprenticeship Committee receives the report of the discharge.
<PAGE>
ARTICLE VII - HOURS AND SHIFTS
Section 1. Hours
a. Except as provided in Section 5, Call-In Pay, this Article defines the
normal hours of work and shall not be construed as a guarantee of hours
of work per day or per week, or of days of work per week.
b. Except as provided in Section 2, eight (8) hours continuous employment
exclusive of a lunch period shall constitute a day's work, between the
hours of seven (7) A.M. and three-thirty (3:30) P.M.; forty (40) hours
shall constitute a week's work from seven (7) A.M. Monday to three-thirty
(3:30) P.M. Friday. The number of employees who can start prior to the
regularly established shift time and regular work week may be changed by
the Employer provided the Union is given forty-eight (48) hours advanced
notice of such change.
c. If you are unable to work for any reason, you are required to call in
and advise the Company within thirty (30) minutes or earlier of your
starting time of the reason and when you anticipate returning to work.
d. Employees who leave the Company premises on personal business are
required to clock out and clock back in at all times.
Section 2. Shifts and Shift Differentials
a. First or regular day shift - A consecutive eight (8) hour period,
between the hours of 7:00 A.M. and 3:30 P.M., exclusive of a lunch period
on the employee's time.
b. Where two shifts are worked - The second shift shall start not later
than thirty (30) minutes after the first shift terminates and shall
consist of eight (8) consecutive hours of work, exclusive of a thirty
(30) minute lunch period on the employee's time.
c. Employees assigned to a second or third shift operation shall be paid
the second shift hourly rate for the time worked. (See Appendix A).
d. Employees on third shift shall receive eight (8) hours pay provided
they work a full shift.
Section 3. Transfer to Another Shift
a. Employees transferred from one shift to another shall be given twenty-
four (24) hours notice or shall be paid overtime for the first shift so
worked. Change of shift shall not result in any loss of time to an
employee, and when the employee is transferred from one shift to another
with the requisite twenty-four (24) hours notice and where the transfer
if or more than one shift, no overtime pay shall be required. When an
employee is transferred from one shift to another for one shift only, he
shall be compensated at overtime rate. In all cases of transfer, the
employee affected shall have a minimum rest period of seven (7) hours
between shifts.
b. Shop Stewards or Acting Shop Stewards shall not be transferred from
the shift to which they are assigned while work which they are capable of
performing is available.
<PAGE>
Section 4. Overtime
All work performed by employees covered by this Agreement outside of the
standard straight time hours of work and shifts as set forth in Section 1
and 2 of this Article shall be paid for at time and one-half (1-1/2) for
the 9th and 10th hours worked, Monday through Friday, and the first eight
(8) hours worked on Saturday. All other overtime shall be at doubletime
(2).
a. When overtime is necessary, it is agreed that over a period of time,
individual companies will distribute this overtime in a fair and
equitable manner by work group and by shift.
b. Employees refusing such overtime opportunity, or absent on such day,
will be credited the overtime offered to them for purposes of equalizing
overtime distribution only.
c. If an employee is offered and accepts to work overtime, then the
overtime will be considered a normal work day for attendance purposes
only.
d. The Union recognizes that a certain amount of overtime is required in
the Employer's operations due to production needs and customer demands.
The Employer recognizes the right of individual employees to accept or
refuse overtime work. It is agreed however, that the concerted refusal of
a group of employees to work overtime would be a violation of Article
III.
e. New employees shall not receive overtime work credit for purposes of
equalization until completion of their probationary period and then they
shall be given an overtime worked credit to equal to that of the highest
credited employee of the work group on this shift.
f. The Employer shall make available upon request by the Shop Steward
records of overtime hours worked in the previous month.
Section 5. Call-in and Call-back Pay
a. Any employee called and/or reporting for work at the beginning of his
regular shift shall receive either four (4) hours pay at the applicable
rate, provided he does not leave sooner of his own accord. Any employee
who works more than four (4) hours on his regular shift shall receive
either work or pay at the applicable rate for the balance of such shift,
provided he does not leave sooner of his own accord.
b. On Saturdays, Sundays and Holidays, any employee called and reporting
for work shall receive not less than four (4) hours of work or four (4)
hours of pay at the applicable rate, provided he does not leave sooner of
his own accord. If such employee works more than four (4) hours on such
shift, he shall be paid for the actual hours worked by him in excess
of four (4) hours at the applicable rate.
c. The above provisions for call-in pay shall not apply when work is not
available by reason of acts of God, fire, flood or any cause beyond the
control of the Employer.
d. An employee shall be deemed as requested to report on his regular
shift unless notified by an authorized Employer Representative to the
contrary at the close of the previous day's work, or by actual notice not
later than twelve (12) hours before the beginning of his next regular
shift. In the event an employee has been absent for an reason, this
section shall not apply unless he has first contacted his supervisor and
is notified when to report to work.
<PAGE>
e. An employee who has left the Employer's premises and is called back to
work by the Employer after the termination of his regular shift shall
receive not less than four (4) hours or four (4) hours pay the overtime
rate.
f. An employee shall not be required to stand by for a call back to work
after the termination of his regular shift.
Section 6. Travel Time
All time taken up in traveling to and from outside work, not to exceed
eight (8) hours per day, computed from 8:00 A.M. to 8:00 A.M., shall be
paid for at straight time, plus actual and necessary expenses until
destination is reached and the employees have returned to their places of
regular employment. If employees are required to travel on overtime days,
they shall be paid travel time at overtime rates. First class
transportation shall be provided or allowed. In the case of air travel,
custom coach shall be considered first class transportation and shall be
provided or allowed. In the case of air travel, custom coach shall be
considered first class transportation and shall be provided wherever it
is available. Otherwise regularly scheduled air coach may be used. Air
travel accident insurance shall be provided by the Employer.
In no event shall an employee be paid under this provision less than
amount required by the applicable provisions or interpretations of the
Fair Labor Standards Act as amended.
<PAGE>
ARTICLE VIII - HOLIDAYS
Section 1. Recognized Holidays
Effective January 1, 1996, there shall be the following paid holidays
during the duration of the Contract in effect from January 1, 1996,
through December 31, 1998:
New Year's Day Thanksgiving Day
Washington's Birthday The Friday after Thanksgiving Day
Good Friday The Day Before Christmas Day
Memorial Day Christmas Day
Fourth of July Employee's Birthday
Labor Day
Holidays may be rearranged by mutual agreement between the Company and a
majority vote of their employees.
Section 2. Qualifying Conditions
a. The employee has been in the employ of the Employer for twenty-one
(21) days worked preceding the day on which the holiday is observed.
b. The employee worked the regularly scheduled work day prior to and the
regularly scheduled work day following the holiday. If the employee
worked some time during the two (2) calendar weeks preceding the week in
which the holiday occurred, he will receive pay notwithstanding absence
on the work day prior to or the work day following, where such absence
was due to:
1. Industrial accident;
2. Bona fide illness covered by a doctor's certificate;
3. A temporary layoff which extends ten (10) working days or less
after the day on which the holiday occurred;
4. Absence approved by the employer.
c. Holiday pay shall be eight (8) hours pay at the shift rate.
Section 3. Holiday on Saturday and Sunday
If a holiday set forth above falls on Saturday, the preceding Friday
shall be observed as the holiday; if a holiday set forth above falls on
Sunday and is observed by the Nation on the Monday following, said
holiday will be paid under the conditions contained in this Article.
Section 4. Holidays During Vacations
When one of the paid holidays occurs within an employee's vacation
period, he shall be required to take an additional day's vacation and he
shall receive holiday pay as provided in this section, in addition to his
vacation pay, provided he works the last scheduled work day prior to and
the regularly scheduled work day following his vacation period. The
exceptions in 2 (b) above, shall also apply to this section.
<PAGE>
Section 5. Pay for Work on a Holiday
Employees who qualify for holiday pay in accordance with Section 2 above
shall receive double time in addition to the holiday pay work performed
on any of the recognized holidays.
Section 6. The Day Before New Year's
The following shall apply only to the day preceding New Year's Day: When
more than one (1) shift is regularly scheduled, the shift hours may be
arranged to permit second and third shift employees to celebrate New
Year's Eve. Such arrangements shall not constitute a transfer of shift.
<PAGE>
ARTICLE IX - VACATIONS
Section 1. Qualifying Period
The Employer shall adhere to the principle of paid vacations each year as
follows:
a. Beginning with the anniversary date of hire, paid vacations will be as
follows:
One (1) week vacation after one (1) year of service.
Two (2) weeks vacation after two (2) years of service.
Three (3) weeks vacation after eight (8) years of service
Four (4) weeks vacation after eighteen (18) years of service.
b. Determine vacation hours by multiplying proper vacation percentage
figure, obtained in Paragraph (a) above, by the total hours worked as
figured in Paragraph (c) below.
c. Total all hours worked during the preceding year including the
following:
1. Employees who work a full shift shall be credited with eight (8)
hours worked in computing vacation hours. Where they work less than a
full shift, they shall be credited only with hours worked.
2. Vacation time paid for, holidays paid for and jury time paid for
shall be computed as time worked.
3. Where either U.C.D. or Industrial Compensation payments are made
for working days lost due to Sickness, Non-Industrial Accident, such days
lost shall be considered as days worked for purposes of computing length
of Vacation and Vacation Pay to the following amounts: Sickness or Non-
Industrial Accident, 65 working days, (520 hours); Industrial Accident,
130 working days, (1040 hours). The employee must provide the required
information to the Employers on or before his anniversary date of hire of
the Vacation year in order to receive vacation credit for the time
accumulated under the provisions of this paragraph.
The Employer shall have available for the employee, the proper forms for
filing the required information sixty (60) days prior to his anniversary
date. Where the employee is unable to file due to disability, he shall
have the opportunity to file after his return to work.
d. Determine number of vacation days off by dividing eight (8) into hours
earned as figured in Paragraph (c) above. When an employee's credit for
vacation time off results in a fractional day of four (4) hours or less,
the employee shall be paid vacation pay in lieu of time off. When the
fractional day is over four (4) hours, the employee shall be required to
take the day off. Should the length of vacation corresponding with the
amount of vacation pay be computed to a fraction of a week or weeks, upon
prior arrangements with the Employer, the employee shall have the option
of rounding out his time off to an even number of weeks. Such additional
time off shall be at the employee's expense.
e. Vacation pay shall be at the employee's present shift rate of pay as
of his vacation date. Federal, State and any other legal deductions must
be taken from vacation pay.
<PAGE>
f. Employees temporarily assigned to another shift (a temporary
assignment is defined as thirty (30) working days or less) immediately
prior to June 30th shall receive their nominal shift rate of pay for the
purposes of computing vacation pay.
Section 2. Vacations Not Accumulative
Neither vacations nor vacation pay will be accumulative from year to
year, and no employee shall accept vacation payment in lieu of time off,
except as provided in Section (d) above, or as mutually agreed upon
between the Employer, employee and the Union.
Section 3. Scheduling of Vacations
Where it does not interfere with the efficient operation of the
Employer's business, the Employer will cooperate with the individual
preference of senior employees in scheduling vacations.
When production problems necessitate shutting down the entire plant or a
part thereof at one time, the Employer, where practical will provide work
for employees who desire to work and who have not earned a full vacation.
The Employer shall notify the employees as far in advance as possible,
but in no event less than ninety (90) days prior to said closing.
Section 4. Vacation Pay as Severance Pay
a. Except as provided below, each employee upon termination shall receive
any vacation earned but not received, since date of hire including pay
based on hours worked after anniversary. Any employee who quits or is
discharged for cause and who has not completed thirty (30) calendar days
of service with the Employer shall not be entitled to vacation pay.
b. In the case of layoff or discharge, where the number of days for
severance pay due an employee would extend to or through any of the paid
holidays set forth in Article VIII, such paid holiday shall be added to
the pay due the employee laid off or discharged. The provisions of this
paragraph shall not apply in any case of voluntary quit or in any case
where an employee who is off the payroll by reason of sickness, injury or
leave of absence requests payment of vacation pay.
Section 5. Employee's Vacation Option.
Employees with two (2) years seniority or more who have scheduled
vacation period agreed to by the Employer who become subject to layoff
prior to said vacation period may take the option of taking their earned
vacation pay at time of layoff or leaving it with the Company to be paid
to them at the time of their scheduled vacations.
In all other cases, employees shall be paid all earned vacation at time
of layoff.
<PAGE>
ARTICLE X - SENIORITY
Section 1. Seniority Rules
a. Any new employee shall be on probation and may be discharged during
the first sixty (60) calendar days of employment without recourse to
grievance procedure. Any grievance or matters other than competency or
ability, which would not involve dismissal of an employee, shall be
subject to grievance procedure.
Seniority for each employee shall start after he has completed his trial
period and will date back to the beginning of his current employment.
b. An employee's seniority is defined as his length of continuous service
with the Employer. It shall be applied as follows:
1. In the event that work becomes slack and the Employer deems it
necessary to reduce the working force in any of the classifications, the
employee with the least seniority in the classification shall be the
first employee laid off. It is provided, however, that if such employee
has worked with the Employer in another classification, he may, at his
option, in lieu of layoff, exercise his seniority in said classification
for the purpose of bumping the employee with the least seniority.
In rehiring and recalling, the reverse of the above procedure shall be
used.
2. For purposes of layoff and recall only, Shop Stewards or acting
Shop Stewards shall have top seniority while acting in the capacity of
Shop Stewards.
3. Employees who exercise their option to bump an employee in another
classification because of seniority, must be willing, competent and
qualified to perform the work remaining to be done in the classification
and willing to take the rate of pay of the classification to which they
are assigned.
4. Employees retained or rehired because of seniority must be willing,
competent and qualified to perform the work remaining to be done.
5. All Journeyman Tool and Die Makers, and all Journeyman Machine
Repairmen, must be willing, competent, and qualified to do all work
required of a Journeyman.
Section 2. Loss of Seniority.
Continuous service shall be broken and recall rights forfeited by:
a. Failure to report for work within five (5) calendar days (or other
agreed time in specific instances) after the date of notification of
recall sent to the last address supplied by the employee to the office
designated by the employer. (Copy of recall notice to be sent to the
Union.)
b. Absence from work for a period equal to an employee's length of
continuous service with an Employer up to a maximum of twelve (12)
consecutive months.
c. Voluntary quit.
d. Discharge for cause.
<PAGE>
e. If you do not report for a three (3) day period, nor can provide
certificate excuses for your absence, it will be assumed that you have
resigned as of your last day worked.
Section 3. Notice of Layoff
a. The Union and Shop Steward will be notified two (2) days prior to any
layoff except where conditions beyond the control of the Company makes it
impossible to give such notice, but in no event less than one (1) day
prior to any layoff.
b. One the date that employees are laid off or terminated, the Union
shall be notified in writing of the names and classifications of all
employees laid off or terminated and the date such layoff or termination
occurred.
Section 4. Leaves of Absence
a. In cases of established emergency, such as death in the immediate
family, the Employer will grant a leave of absence for a reasonable
period of time.
b. In all cases where leaves of absences are granted by the Employer to
employees covered by this Agreement, the Union shall be notified in
writing of the name of the employee, the effective date of the leave of
absence. In the event a leave of absence is extended, such extension
shall be made in writing to the employee with a copy to the Union. Any
employee who does not return or overstays a leave of absence will be
considered to have quit his employment, and if rehired shall be
considered as a new employee.
c. Provided it will not interfere with the efficient operation of the
plant, the Employer, upon written request of the Union, will grant a
leave of absence to an employee for official Union business, such leave
not to exceed six (6) months.
d. Individual companies and the Union may negotiate a special leave of
absence policy for employees where a plant shut down occurs during the
vacation period.
Section 5. Information Furnished the Union
Within ninety (90) days subsequent to the signing of this Agreement, the
Employer shall furnish the Union with a seniority list covering all
employees within the bargaining unit listing their names, classifications
and status. (Active, Leave of Absence, Layoff, etc.)
When an individual Employer is requested in writing by the Union, he
shall furnish a revised, up-to-date seniority list. Such request shall
not be made more often than once in any calendar year.
Section 6. Promotions Outside the Bargaining Unit
Except in the case of an employee who becomes a member of another union
within the plant, any employee transferred or promoted to a position in
the plant which is outside the bargaining unit shall be credited for
seniority purposes with seniority at the time of his promotion out of the
bargaining unit, such credit to remain in effect for a period not to
exceed two (2) years. However, the employee shall not accrue seniority
credit while outside the bargaining unit.
<PAGE>
ARTICLE XI - UNION REPRESENTATIVE
Section 1. Union Representation
a. Stewards Provided For - For the purpose of representation within a
plant, the Union shall be entitled to a reasonable and adequate number of
Stewards, who shall restrict their activities to the handling or other
activities directly related to the interpretation or application of this
Agreement, and in this connection shall be allowed a reasonable amount of
time for this purpose.
b. Business Representative to Act for Steward - Where for any reason a
plant doesn't have a Steward, Union members may be represented by a
Business Representative of the Union who may process a grievance in place
of the Steward. The Union will make every reasonable effort to maintain
an active Steward with credentials and authority to act as such.
c. Access to Establishment - Business Representatives of the Union, for
performance of official Union duties, upon application to the office of
the Employer, shall be permitted to enter the premises of the Employer at
any time during working hours. The Business representative shall not
unreasonably interfere with the normal work duties of employees or the
operation of the plant.
d. Union May Use Bulletin Board - The Union shall have the privilege of
suitable space on bulletin boards, for posting notices of official Union
business, provided that copies of such notices are delivered to the
Employer prior to posting.
<PAGE>
ARTICLE XII - GRIEVANCE PROCEDURE
Section 1. Grievance Defined
a. A grievance is defined as a condition that exists as a result of an
unsatisfactory adjustment or failure to adjust a claim or dispute by an
employee or employees, the Steward or Stewards for the Union concerning
rates of pay, hours or working conditions set forth herein, or the
interpretation or application of this Agreement. All grievances shall be
processed in accordance with the following procedure.
Section 2. Grievance Procedure
Step 1 - Oral Procedure - No matter shall be considered a grievance until
it is first taken up orally by the employee and/or the Shop Steward with
the immediate foreman or supervisor who will attempt to settle the
matter. If the alleged grievance is not settled, it shall be reduced to
writing and processed directly into Step 2 at which time it is considered
an official grievance and subject to the time limits set forth herein.
Step 2 - Steward and Foreman - (Written Grievance) The Shop Steward shall
take up the grievance with the immediate foreman or supervisor who will
attempt to adjust the grievance and the Company will render a decision in
writing within two (2) working days from the time of its presentation to
him. When an unsatisfactory answer is received the grievance may be
referred to Step 3 in writing. If the grievance is unanswered at the
expiration of two (2) working days, the grievance will automatically be
referred to Step 3
Step 3 - Business Representative and Management - The Business
Representative or authorized Union Representative (not a Shop Steward)
and a representative of the Employer shall meet with the Employer or the
or the Company's representative authorized to handle such matters, within
(3) working days. The Company or the Union shall render an answer in
writing within five (5) working days after such meeting. When an
unsatisfactory answer is received, the grievance may be referred directly
to Arbitration, Step 4. The decision for Arbitration must be made in
writing within five (5) working days.
Step 4 - Arbitration
a. Organization of Arbitration Committee - Upon receipt of a written
request for arbitration of a grievance or dispute under this procedure,
one member representing the Employer and one member representing the
Union shall be named to the Arbitration Committee. They shall meet within
three (3) working days to choose an Impartial Chairman of the Arbitration
Committee and to arrange for the time and place of arbitration to take
place within the following seven (7) working day period.
b. Selecting an Impartial Chairman - In the event that agreement cannot
be reached on an Impartial Chairman within the three (3) working day
time limit set forth in paragraph (a) above, the United States
Conciliation Service shall be requested to submit a panel of five (5)
established arbitrators from the States of Washington, Oregon and
California. Both the Employer and the Union shall have the right to
strike two (2) names from the panel submitted by the U.S. Conciliation
Service.
<PAGE>
The remaining name on the panel shall automatically become the Impartial
Chairman of the Arbitration Committee. This selection of the Impartial
Chairman shall be made within six (6) days after the Employer and the
Union members of the Arbitration Committee cannot reach agreement on an
Impartial Chairman. The selection of an Impartial Chairman so made will
be equally effective as if made directly by the parties hereto.
c. Decision is Binding - The decision of the majority of the Arbitration
Committee shall be final and binding on the Employer and the Union, such
decision shall be within the scope and terms of this Agreement but shall
not add to, subtract from, alter or change the scope and terms. The
decision shall be rendered in writing within ten (10) days from the time
of presentation to the Arbitration Committee and shall specify the
effective date of the decision.
Section 3. General Rules
a. The expenses authorized and incurred by the Arbitration Committee
shall be borne equally by the parties.
b. The limits may be extended by mutual agreement.
c. In the event the Union or the Employer, as such, has a grievance, the
grievance shall be processed directly into Step 3.
d. Any grievance shall be considered settled unless it is referred in
writing to the next succeeding step within five (5) working days from the
date a written decision is given on grievance.
e. Grievances regarding alleged improper discharge or layoff must be
filed within three (3) working days after such discharge or layoff. Other
grievances shall be without effect and void unless presented in writing
to the lowest applicable step within fifteen (15) days from the date of
occurrence or within fifteen days from the date the employee, employees
or the Union first acquire, or by ordinary observation, should have
acquired, knowledge of the fact or facts upon which the grievance is
based. Retroactive pay shall be limited to a maximum of thirty (30)
working days except in cases of willful violation of contract, the
Arbitrator may waive the thirty (30) working day limitation on
retroactivity.
<PAGE>
ARTICLE XIII - WORKING CONDITIONS
Section 1. Industrial Accidents
When an employee is injured so seriously as to require that he be excused
from work by an authorized representative of management, he shall be paid
for the balance of the shift on which the industrial injury occurred.
When, after the employee returns to work, there is a bona fide
reoccurrence of the injury on the job and an authorized representative of
management, acting on the recommendation of a doctor, excuses the
employee from work, he shall be paid for the balance of the shift.
Employees who are working after having a compensable injury or illness
who are required to take time off during a regular working day to receive
medical treatment fro such compensable injury or illness shall be paid
their regular hourly rate of pay for such time off.
Section 2. Safety Rules
In the interest of maintaining high standards of safety, and to minimize
industrial accidents and illness, the following is agreed:
a. The Employer will comply with all State and Federal safety and
sanitary laws. Suitable washrooms with soap and towels shall be
maintained and kept in clean and sanitary condition.
b. Adequate safety devices shall be provided by the Employer and when
such devices are furnished, it shall be mandatory for employees to use
them.
c. No employee shall be permitted to work alone in any shop or in any
isolated spots in any shop which are beyond the call or observation of
other persons such as tool and die, sheetmetal or management personnel.
d. Where an Employer has a safety program and requires an employee to
wear safety glasses, the Employer shall provide standard safety frames
and non-prescription lenses and it is mandatory that the employee wear
them provided that the condition of his eyes is such that he does not
require prescription glasses.
Where an employee requires prescription glasses, he shall provide the
prescription and the Employer will pay one-half of the cost of the
standard safety frames and the safety lenses ground to his prescription.
The full cost of replacement of frames and lenses due to work accidents
shall be borne by the Employer.
e. Adequate heat and ventilation shall be provided where practical.
f. Any Employer requiring employees to perform welding shall furnish
colored glasses for welders hoods and goggles.
g. No employee shall be discharged or disciplined for refusing to work on
a job if his refusal is based upon the claim that said job is not safe or
might unduly endanger his health until it has been determined that the
job is or has been made safe and will not unduly endanger his health.
<PAGE>
Section 3. Physical Examinations
a. In the interest of safety and to protect the health of the employees,
the Employer may require prospective employees to submit to a medical
examination at the Employer's expense.
b. At any time following the hiring of an employee, the Employer may
require the employee to take a physical examination. The intention here
is to avoid having employees on jobs which might jeopardize their health
or the safety and health of others.
Should the medical examination disclose such conditions, the Employer
will make every effort to assign the employee to other work in his
classification and within his capability. When such other work is not
available, the employee may be removed from the payroll and the case
taken up with the Business Representative of the Union. If no agreement
is reached within five (5) working days after the employee returns to
work, the Union may refer the matter to the Grievance Procedure.
When available to the Employer, copy of medical report will immediately
be furnished the employee.
Cost of Medical examination shall be paid by Employer.
Section 4. No Age Limit
In hiring, there shall be no age limit except as provided by law.
Section 5. Safety Equipment
a. The Company agrees to pay 100% or up to $100.00 of the cost of
approved safety shoes for all employees.
b. Reimbursement to apply to one pair of shoes per year.
<PAGE>
ARTICLE XIV - MISCELLANEOUS SUBJECTS
Section 1. Assignability
a. Before any sale, assignment, or other change in name of ownership is
made by an Employer party to this Agreement, the Union shall be notified
in writing of the contemplated sale, assignment or change at the time of
filing of the NOTICE OF INTENT TO SELL. The new ownership shall be fully
informed as to all terms and conditions of this Agreement.
b. The Employer party to this agreement will do everything in its power
to see that employees covered by this Agreement do not suffer a loss of
benefits provided by this Agreement through sale, assignment, or other
change in name of ownership.
Section 2. Saving Clause
In the event any clause or provision of this Agreement should become
invalid by reason of present or future legislation, such legislation
shall not invalidate the other provisions of this Agreement.
Section 3. Outside Work
The Employer and the Union agrees that any employee who engages in the
manufacture or repair of tools, dies, jigs, fixtures, gauges, models,
and/or experimental work for a company other than his primary employer,
shall be subject to disciplinary action ranging up to and including
discharge.
The Employer will give to the Union the pertinent facts of all cases of
discharge which occur as a result of this Section.
<PAGE>
ARTICLE XV - GROUP INSURANCE, HOSPITALIZATION,
SURGICAL AND MEDICAL PROGRAM
a. The C.M.T.A. - Tool and Die Craftsman Association Trust (hereinafter
referred to as the "Trust") shall continue to administer the Group
Insurance, Hospitalization, Surgical and Medical Program established by
and under the Trust.
b. The Trustees of the Trust shall be appointed as follows:
1. Three Employee Trustees by the California Metal Trades Assn.
2. Three Union Trustees by the Tool and Die Craftsman Association
Union.
c. The sole obligation of the Employers and employees covered by this
Contract in the matter of Group Insurance, Hospitalization, Surgical,
Medical and Dental Program, beginning September 1, 1993, and ending
August 31, 1995, shall be to make the following contributions per month
beginning with the dates and in the amounts as follows and on the
following conditions - an employee's deduction in the proper amount to
maintain benefits will be provided. The employer contribution shall be as
follows:
Up to a
Employer Maximum of
------------------ -----------
First Year October 1, 1995 $ 435.00
Second Year September 1, 1996 $ 450.00
Third Year September 1, 1997 $ 465.00
1. Employees Covered - Employees actively at work on the first of the
month who were covered by the Trust in the preceding month.
Payment Due - The first day of the month. (Should the first day of the
month fall on Saturday, Sunday, or a holiday, the first work day
immediately following shall be regarded as the first.)
2. Employees Covered - Employees actively at work after the first of
the month who were covered by the Trust in the preceding month.
Payment Due -The first of the month following the month in which the
employees commences to work.
3. Employees Covered - Employees actively at work in any month who
were not covered by the Trust in the month immediately preceding.
Payment Due - The first of the month following one month of being
actively at work.
4. The term "Actively at work" as used above means that the employee
is working under the direction of his employer and is receiving
compensation for work actually being performed.
Employees not actively at work on the first day of any month by reason
of paid vacation and/or jury duty compensated for under this Contract
shall be deemed actively at work.
<PAGE>
5. In case an employee is no "actively at work" on the first of any
month due to non-occupational disability or sickness, the month payment
as indicated in paragraph (c) above will be made by his Employer for a
period not exceeding six (6) months for such employee.
6. In case an employee is not actively at work on the first day of any
month due to occupational disability or sickness, the monthly payment as
indicated in paragraph (c) above will be made by a period not exceeding
twelve (12) months for such employee.
d. The sole obligation of the Employer will be to pay the monthly
contributions described in paragraph (c) above. All expenses in
connection with the establishment, administration and operation of the
Trust shall be paid from these monthly contributions.
e. The monthly contributions, as described in paragraph (c) above, shall
be paid by the Employer to the Trust, or to such person or
organizational, in whole or in part, as the Trustees may designate.
f. All hospital, surgical and medical claims will be the obligation of
the Trust, except where any claim is the obligation of any prior insurer
or service plan.
g. The right to determine the amounts of benefits, the eligibility of
employees and their dependents to draw benefits and like functions, shall
be vested solely in the Trustees of the Trust.
h. In no event will coverage be provided by the Trustees which requires
the payment of overlapping, duplicate or double benefits in insurance
where the employee, husband, wife or dependents are also employed by
firms parties to this Agreement.
I. General Conditions - The Hospitalization, Surgical and Medical Program
established hereunder shall be subject to the following conditions:
1. Such program may be extended at the option of an Employer covered
by this Contract to employees not covered by this Contract and to
individual proprietors and partners if payments on their behalf are
deductible for tax purposes.
2. Determination and payment of claims shall be the insurance or
service plan companies according to their standards and policies, and
shall not be subject to the grievance procedure.
3. The Hospital, Surgical and Medical program to be established
hereunder shall be reduced to the extent of any duplicate coverage
provided by present and subsequent State or Federal Legislation.
4. Coverage for employees will terminate at the earliest of any of the
following dates:
a) The date the plan is discontinued;
b) The date his employer ceases to participate in the plan;
c) The date of entry into full-time military, naval or air service;
d) The last day of the month in which employment terminates, except
that life insurance benefits will remain in force thirty-one (31) days
following termination of employment. The present life insurance
provisions providing for conversion of insurance at the option of the
employee at his expense will be continued;
<PAGE>
e) If termination of employment is due to cessation of an
Employer's business operations, personal leave of absence or temporary
layoff, the insurance may be continued for a period not exceeding twelve
(12) months if the employee pays the proper monthly premium on or before
the first day of each month to his Employer;
f) Part-time employees (those who are hired to work twenty (20)
hours a week or less) are excluded from the coverage provided by this
Article XV.
5. The coordination of benefits program is the C.M.T.A.-Tool and Die
Craftsmen Association Health and Welfare Trust Agreement is part of this
Agreement.
<PAGE>
ARTICLE XVI - PENSION PROGRAM
It is hereby understood and agreed:
a. Each individual Employer will pay the contributions indicated below
for each hour worked by employees employed by such individual Employer
under this collective bargaining agreement to the C.M.T.A. - Independent
Tool and Die Craftsmen Association of Trust dated September 1, 1961, and
will comply with the terms and conditions of said Trust and regulations
issued pursuant thereto, provided however, that the Employer's rate and
amount of contributions shall be subject to reduction on account of
credits as prescribed in Article XI of the Trust. The Employer's sole
obligation regarding pensions shall be as set forth below. The
contributions shall be as follows:
First year - January 1, 1996, $1.35 per hour worked
Second year - January 1, 1997, $1.40 per hour worked
Third year - January 1, 1998, $1.45 per hour worked
The Pension Contribution for apprentices shall be as follows:
1st year - $ .40 per hour
2nd year - $ .50 per hour
3rd year - $ .60 per hour
4th year - $ .70 per hour
5th year - $ .80 per hour
6th year - $ .90 per hour
Thereafter - Journeyman Rate
b. The Pension Plan to be adopted by the Board of Trustees shall comply
with paragraph (5) and (6) of Article XVI of the collective bargaining
agreement of October 16, 1961.
c. It is further agreed that it is the intention of the parties to this
agreement that no Employer shall be required to provide double benefits.
To this end, any pension plan which is now or may be established by any
Employer, including all of its provisions, its alteration in any way, or
its termination in whole or in part, will be considered outside the scope
of collective bargaining for as long as such plan exists.
<PAGE>
ARTICLE XVII - MANAGEMENT FUNCTIONS
Nothing in this Agreement is intended nor shall it be construed as
denying to the Employer the right to supervise and control all operations
and direct all working forces, including the right to select and hire in
accordance with this Agreement, classify and establish rates applicable
to new jobs, determine the merit rating of any employee within the job
classification in which he may be classified, discipline, discharge for
justifiable cause, layoff, promote, demote, or transfer employees in
accordance with the terms of this Agreement.
The Employer shall have the right to establish and use new methods and
processes of manufacture, control and regulate the use of all equipment
of the Employer, and maintain efficiency by the employees, provided that
the provisions of this Article shall not be used by the Employer for the
purpose of discriminating against the Union or any employees. The Union
reserves the right to protest the reasonableness of the Employer's rules
and regulations through the grievance procedure in this Agreement.
<PAGE>
ARTICLE XVIII - PLANT RELOCATION AND SEVERANCE PAY
a. If an individual Employer covered by this Agreement:
1. Closes his plant or a department or moves his plant or a dependent
outside the five (5) Southern California counties, including Orange, Los
Angeles, Riverside, San Bernadino, and San Diego.
2. This Closing or moving results in the termination of employees;
The individual Employer shall pay severance pay to terminated
employees as follows:
3. Less than one (1) year of continuous service - no severance pay.
4. One (1) full week's pay (forty (40) hours straight-time at the
classification rate of pay) for every year of service in the company.
This applies only to active employees and employees on layoff status
for less than one (1) year from the date of plant or department closure.
b. If the Employer moves his plant or a department within the five (5)
Southern California Counties, the Employer will continue to recognize the
Union and employees may take their seniority rights with them to the new
location; but shall receive no severance pay.
c. The Employer will pay up to three (3) premiums for the benefits set
forth in Article XV of this Agreement for employees who receive severance
pay provided those employees are not covered by another Employer paid
plan providing these benefits. In order to receive these benefits, the
employee must furnish proof (such as his slip of unemployment
compensation) within ten (10) days after the first of the month of
termination to the Trust that he is not covered for these benefits for
each of the three (3) months following his termination.
d. The Employer shall notify the Union in writing at least thirty (30)
days prior to the closing or moving of his plant and the consequent
termination of employees. Should the above plant movement or closing be
the result of causes beyond the control of the Employer, the thirty (30)
days notice shall not apply.
<PAGE>
ARTICLE XIX - LEADMEN
Leadmen will be selected and specifically assigned as needed by the
Employer.
It is intended that Leadman shall be working Leadmen and shall perform
regular work assignments as well as having the responsibility for
providing guidance, direction and instruction to his assigned group for
which he shall be paid $1.00 (one dollar) above the contract base rate of
the highest classification led.
Leadman shall not perform the functions of Supervisors as that term is
used in the Labor-Management Act of 1974 as amended.
<PAGE>
ARTICLE XX - DURATION OF AGREEMENT
A. This agreement shall become effective January 1, 1996, and will remain
in full force and effect until December 31, 1998, and from year to year
thereafter unless either party serves written notice of its desire to
modify, amend or terminate this Agreement sixty (60) days prior to
December 31, 1998.
B. In the event either party gives written notice of his desire to modify
this Agreement, the parties shall meet no later than forty-five (45) days
prior to the anniversary date for the purpose of negotiating the desired
amendments of modifications.
C. This Agreement, when signed, shall supersede and replace all prior
agreements and understandings affecting the employees covered hereby.
D. In the event any clause or provisions of this Agreement be tendered or
declared invalid by reason of any existing or subsequently enacted
legislation or by decree of a court of competent jurisdiction, such
invalidation of such part or portion of this Agreement shall not
invalidate the remaining, portions hereof, and they shall remain in full
force and effect.
E. No employee shall suffer a reduction in his hourly rate of pay or in
his hourly rate of premium pay because of adoption of this Agreement.
F. In witness whereof, the parties hereto have executed this Agreement by
their respective officers duly authorized to do so this November 29,
1995.
FOR THE EMPLOYER
SIMPSON STRONG-TIE CO., INC.
BREA BRANCH
/s/DICK PERKINS /s/DAVE BBASTIAN
--------------- ----------------
Dick Perkins Dave Bastian
General Manager Plant Manager
/s/PAUL LARSEN
--------------
Paul Larsen
Plant Superintendent
FOR THE UNION
TOOL AND DIE CRAFTSMEN
/s/PHILIP H. WEIR /s/PAT LEVAI
----------------- ------------
Philip H. Weir Pat Levai
Business Representative
/s/TERRENCE LAUFER /s/PAUL MORRIS
------------------ --------------
Terrence Laufer Paul Morris
<PAGE>
APPENDIX A - WAGES
Section 1. Classification and Rates of Pay
Tool & Machinery
Effective Date Die Maker Repairman
------------------ --------- ----------
November 28, 1995 $22.90 $21.00
January 1, 1997 $23.30 $21.40
January 1, 1998 $23.65 $21.75
The Shift Premium for Tool and Die Maker or Machinery Repairman shall be
$.50 (fifty cents) per hour.
Shift Premium for Apprentices shall be a percentage of the Tool & Die
Rate.
Section 2. Red Circle Classification
a. The Union and Employer agree that there may be Tool & Die Union
members governed by this contract whose skills and abilities fall outside
of those of a journeyman tool and die maker or machinery repairman, and
who deserves compensatory recognition.
b. Any Tool and Die member who is paid a straight time hourly rate of pay
higher than provided by his (her) job classification shall be known as a
"red circle" rated employee. The reason for the "red circle" rate shall
be identified and documented with the individual employee. If the reason
for the "red circle" rate changes, the employee may lose the "red circle"
rate. The employee will have recourse to the Grievance Procedure.
<PAGE>
APPENDIX B - JOB CLASSIFICATIONS
TOOL AND DIE MAKER:
A person who has served a four year apprenticeship as a Tool and Die
Maker or its equivalent. He must be able, when directed by the Employer,
to perform any work required of a skilled Tool and Die Craftsmen.
His primary function is to design, produce, inspect, repair or maintain,
plan or alter within the required tolerances, with or without drawings,
tools, templates, gauges, jigs, fixtures, metal patterns, cavity work on
plastic, die casting and synthetic molds, precision measuring
instruments, and all types of dies for forming, drawing, forging, and
stamping. He builds special machines which require special tooling and
maintains only the special tooling as designed in our certification. He
may also do appropriate work on models, development, experimental,
surface plate and bench work normally and usually performed by a Tool and
Die Craftsmen.
He is capable of operating standard machine tools, heat treating,
grinding, laying out, fitting, assembling and performing all other
necessary operations thereto within the required tolerances.
MACHINE REPAIRMAN:
A qualified Journeyman who is regularly assigned to repair, overhaul and
maintain existing machinery and/or equipment used in the operation of the
Employer's plant and make such parts therefore as are within his capacity
and ability and who, in the course of his employment, works with the aid
of hand or machine tools, with or without drawings, laying out his work
when necessary, setting up machines and working to specified tolerances.
A regularly employed Machine Repairman may be required to move,
dismantle, assemble and install machinery and/or equipment in the
Employer's plant.
A regularly employed Machine Repairman may be required to service,
dismantle, maintain, and repair machinery or equipment outside the
employer's plant, where machinery is leased, sold or serviced by the
Employer.
MACHINERY REPAIR HELPER:
A maintenance employee who works at the direction and under the
supervision of a maintenance leadman or a qualified machinery repair
journeyman to assist in repairing, overhauling, maintaining, and
installing machinery, as necessary. Will work independently on tasks
related to safety inspection and preventative maintenance, at the
direction of the maintenance leadman.
<PAGE>
APPENDIX D - SICK LEAVE PLAN SUPPLEMENTING U.C.D.
OR WORKERS' COMPENSATION INSURANCE
Section 1. General Purpose
The general objective of this plan, which shall become effective June 1,
1977, is to provide employees with wage stability during long term
illness or injury. This protection shall cover only that number of days,
weeks, or months (as set forth in Section 2 below) during which the
employee would have been working had the employee not been disabled.
Excluded from the coverage of this Appendix are all maternity benefits.
This program will provide weekly benefit levels on a seven day basis in
accordance with the formula set forth below. These weekly benefits are
integrated with benefits received from the State Unemployment Disability
Fund or Workers' Compensation benefits. The daily benefit will be one-
seventh of the weekly benefit.
Classification Weekly Benefit
-------------------- ------------------------------------
Tool and Die Maker & Supplemental Sick Leave - 1st Year -
Machine Repairmen 500.00/wk and for the duration
of this Agreement
Section 2. Eligibility and Duration of Benefits
All employees must complete one full year of service from last date of
hire to be eligible for any benefits under this Plan. Eligibility and
duration of benefits will be determined as follows:
a. Employees with LESS than one year of service with the Company as of
April 30th will start accruing benefits on the first of the month
following the month in which they complete one full year of service as
outlined below:
Number of
Length of Service Days Supplemental
In Months Sick Leave Benefits
----------------- -------------------
12 months or less None
13 months 1 calendar day
14 months 2 calendar days
15 months 3 calendar days
16 months 5 calendar days
17 months 6 calendar days
18 months 7 calendar days
19 months 8 calendar days
20 months 9 calendar days
21 months 11 calendar days
22 months 12 calendar days
23 months 13 calendar days
b. Employees with MORE than one year of service with the Company as of
April 30th of any year will have the duration of their benefits for the
entire sick leave year computer as of April 30th at the same time that
vacation benefits are determined.
Duration of benefits shall be as follows:
<PAGE>
Number of
Days Supplemental
Length of Service in Months Sick Leave Benefits
------------------------------ -------------------
1 year but less than 2 years 14 calendar days
2 years but less than 3 years 28 calendar days
3 years but less than 5 years 56 calendar days
5 years but less than 10 years 91 calendar days
10 years and over 182 calendar days
c. The benefits of this plan shall not be paid to any employee who ceases
active full time work for any reason other than an illness or accident
for which he is paid benefits under the State U.C.D. Program or Workers'
Compensation Insurance Program.
In exception to this paragraph where an employee is on layoff and is
recalled to work but is unable to work by reason of a disability which
qualifies under this plan, he shall be eligible for benefits starting on
the date he would have returned to work as a result of the recall.
Section 3. Eligibility and Duration of Sick Leave Benefits
a. Each eligible employee shall be entitled to receive supplemental sick
leave pay in any sick leave year, May 1st through April 30th, up to the
number of days as determined in Section 2, and in accordance with the
schedule of benefits set forth in Section 1, provided that, to qualify
for any benefit in the new sick leave year beginning May 1st, an employee
must work for the employer in the new sick leave year, a number of days
equal to the number of days in the preceding sick leave year for which
sick leave benefits were paid.
b. Employees who are on disability on the anniversary date, April 30th,
shall be entitled only to the number of days as determined in Section 2,
to which they were entitled on the day they ceased active full time work
for the Employer by reason of disability.
c. The total benefits to which an employee is entitled under this plan
can be applied only once during the sick leave year, .e., May 1st through
April 30th. If qualified sick leave absence occurs more than once during
a sick leave year, the maximum benefits to which any employee is entitled
will be reduced by the amount of benefits already paid during the sick
leave year.
d. To be paid supplemental sick leave pay under this plan, the employee
must be eligible for, be paid, and present to his employer a copy of the
State U.C.D. or Workers' Compensation Insurance benefits paid to him.
Upon presentation of this evidence to his employer, he shall receive
supplemental sick leave pay as expeditiously as possible (bi-weekly). All
such claims must be presented to his employer not later than thirty (30)
calendar days after his return to work.
Section 4. General Provisions
a. The Employer's sole obligation under this contract is to provide the
benefits outlined herein and there shall be no duplicate or overlapping
benefits paid under this contract, i.e., no supplemental sick leave pay
shall be paid for any day for which the employee is also entitled to pay
for any reason under this contract.
b. Only full day sick leave payments will be made. No supplemental pay
shall be paid for partial work days lost.
<PAGE>
c. Working days lost for which supplemental sick leave payments made
under this plan shall not be considered as time worked for any purposes
in this contract except as otherwise provided in Paragraph (a) 3 of
Section 3 of Article IX - Vacations.
d. The benefits in this plan shall not apply to disability not covered by
U.C.D. or Workers' Compensation Insurance. In any case, the waiting
period provided under U.C.D. or Workers' Compensation Insurance shall
apply before benefits shall be paid.
e. Satisfactory evidence of disability is a prerequisite to participation
in the benefits provided by this plan. Qualification for U.C.D. or
Workers' Compensation benefits is not necessarily in and of itself
considered satisfactory evidence of disability for purposes of this plan.
Further, the Employer, at his discretion and at his expense reserves the
right to have his own physician examine an employee participating or
seeking to participate. If Such examination reveals that there is not
satisfactory evidence of disability, the benefits under this plan shall
cease until the matter is resolved. If the matter is not resolved it may
be referred to the Grievance Procedure.
f. In order to qualify for benefits, the employee has the responsibility
for taking all proper steps to insure early recovery. Such steps may
include the attendance of a qualified physician and the purchase of
drugs, medicines, medical supplies and hospitalization service as
necessary.
g. Upon request of the Employer the employees shall furnish to the
Employer, the doctor's estimate of the date that the disability will
terminate and the employee will resume his regular or customary work.
This information is recorded in Question 24 of the current State U.C.D.
Claim Form.
<PAGE>
OFFICIAL MINUTES NUMBER ONE
Subject: Employer Liability for Employees' Personal Hand Tools
The firms covered by this Agreement were notified by letter on April 1,
1968 and again on June 1, 1977 about the above noted subject.
Dated April 1, 1977
FOR THE EMPLOYER FOR THE UNION
/s/JOHN B RICHARDS /s/PHILIP H. WEIR
------------------ -----------------
John B. Richards Philip H. Weir
OFFICIAL MINUTES NUMBER TWO
Subject: Special Tooling
Special tooling is defined as any tool, die, jig, fixture that
participates in the handling, aligning, feeding, rejecting, altering and
assembling of production parts r parts in machine.
Dated April 28, 1971
FOR THE EMPLOYER FOR THE UNION
/s/JOHN B RICHARDS /s/PHILIP H. WEIR
------------------ -----------------
John B. Richards Philip H. Weir
<PAGE>
(20) ATTENDANCE INCENTIVE PROGRAM
The intent of the attendance incentive program is to reward employees for
having perfect attendance during each quarter of the year.
a. Effective January 1, 1996, through December 31, 1998, the award amount
shall be a day off with pay or a day's pay.
b. An employee shall be considered as being eligible for not missing any
regular time that has not been Company approved in the previous three (3)
months. The day's are accumulative for the year, then must be taken or
paid.
c. April 1, July 1, October 1, and January 1 shall be used for the
purpose of computing the previous three (3) months period.
d. The exceptions for perfect attendance will be limited to vacations,
funeral leave, jury service, holidays, one sick day per quarter and one
day of lost time for each industrial injury per quarter excluding the day
of the injury.
/s/DAVE BASTIAN /s/PHILIP H. WEIR
--------------- -----------------
Signed for the Company Signed for the Union
APRIL 18, 1996
--------------
Date
<TABLE>
<CAPTION>
Simpson Manufacturing Co., Inc. and Subsidiaries
Computation of Earnings Per Common Share
(Unaudited)
Exhibit 11
--------------------
Primary Earnings per Share
Three Months Ended
March 31,
1996 1995
------------ ------------
<S> <C> <C>
Weighted average number of common
shares outstanding 11,390,002 11,275,196
Shares issuable pursuant to employee stock
option plans, less shares assumed
repurchased at the average fair value
during the period 228,992 113,933
Shares issuable pursuant to the independent
director stock option plan, less shares assumed
repurchased at the average fair value
during the period 2,435 130
------------ ------------
Number of shares for computation of primary
net income per share 11,621,429 11,389,259
============ ============
Net income $ 3,262,504 $ 2,409,417
============ ============
Primary net income per share $ 0.28 $ 0.21
============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Simpson Manufacturing Co., Inc. and Subsidiaries
Computation of Earnings Per Common Share
(Unaudited)
Exhibit 11
--------------------
Fully Diluted Earnings per Share
Three Months Ended
March 31,
1996 1995
------------ ------------
<S> <C> <C>
Weighted average number of common
shares outstanding 11,390,002 11,275,196
Shares issuable pursuant to employee stock
option plans, less shares assumed
repurchased at the end of period fair value 276,020 110,716
Shares issuable pursuant to the independent
director stock option plan, less shares assumed
repurchased at the end of period fair value 2,921 -
------------ ------------
Number of shares for computation of fully diluted
net income per share 11,668,943 11,385,912
============ ============
Net income $ 3,262,504 $ 2,409,417
============ ============
Fully diluted net income per share $ 0.28 $ 0.21
============ ============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Balance Sheet at March 31, 1996, (Unaudited) and
the Condensed Consolidated Statement of Operations for the three months
ended March 31, 1996, (Unaudited) and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 6,191,487
<SECURITIES> 0
<RECEIVABLES> 27,522,716
<ALLOWANCES> 1,242,166
<INVENTORY> 34,335,990
<CURRENT-ASSETS> 70,527,405
<PP&E> 57,780,247
<DEPRECIATION> 31,546,682
<TOTAL-ASSETS> 99,915,644
<CURRENT-LIABILITIES> 14,709,115
<BONDS> 0
0
0
<COMMON> 30,789,607
<OTHER-SE> 54,283,139
<TOTAL-LIABILITY-AND-EQUITY> 99,915,644
<SALES> 43,457,448
<TOTAL-REVENUES> 43,457,448
<CGS> 28,355,992
<TOTAL-COSTS> 28,355,992
<OTHER-EXPENSES> 9,638,479
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0<F1>
<INCOME-PRETAX> 5,516,504
<INCOME-TAX> 2,254,000
<INCOME-CONTINUING> 3,262,504
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,262,504
<EPS-PRIMARY> .28
<EPS-DILUTED> .28
<FN>
<F1>Interest income for the three months ended March 31, 1995, was $53,527.
</FN>
</TABLE>
