Master Agreement between Bud Antle, Inc. and General Teamsters, Warehousemen and Helpers Union Local 890, Salinas, California, 1979-1980 : electronic version.

- iv -

Table of Contents

- vii -

Table of Contents
APPENDIX II

- ix -

Table of Contents
APPENDIX III

ARTICLE I Recognition

1.1 Independence of Negotiations. The Company and the Union agree that this contract is a separate contract between them, and that Bud Antle, Inc. is not a member of any multi-employer negotiating group. The contracting parties further agree that negotiations under any interpretations of this contract shall be independent of any multi-employer or industry-wide negotiations that the Union might undertake with other employers. The parties further agree that only employees of the Company may vote on this contract and matters relating to it.

1.2 Scope of Union Recognition. The Company recognizes the Union and only the Union as the exclusive collective-bargaining representative for all agricultural employees of the Company, excluding employees of all vacuum-cooling plants and the Company's Salinas celery-heart shed. The terms of this contract do not extend to office and sales employees, security guards, or professional or supervisory employees as such job classifications are defined and interpreted under the Labor-Management Relations Act, as amended. Employees of Freshpak Systems, Inc., a subsidiary of the Company, are covered by a separate agreement. The Union may service this contract with its own full-time employees without the prior written consent of the Company.

1.3 Assignability. The rights and obligations granted to and assumed by the Union cannot be assigned to any other labor organization without the written consent of the Company. For purposes of this Agreement, the Union

- 2 -

ARTICLE II Union Security

2.1 Union Membership. If any person who is not a member of the Union be employed, such person shall, within five (5) days after beginning to work for the Company, apply to become a member of the Union, and the Union agrees that it will not discriminate against such an applicant. Any employee to whom membership is made available on the same terms and conditions that generally apply to other Union members and who fails to become a member of the Union, or whose membership in the Union is terminated because of failure to tender the initiation fees, periodic dues, or assessments uniformly required by the Union, shall, on written request by the Union to the Company, be discharged and shall not be reemployed until the Union indicates in writing that he has paid such dues and initiation fees. Unless indicated otherwise in Articles XVI, XVII, and XVIII, the above initiation-and-dues condition shall be in effect for all employees covered under this contract. The Company agrees to distribute Union membership cards supplied by the Union to all new employees.

2.2 Notification of New Employment. As soon as practical after employing anyone covered by the terms of this Agreement, the Company shall notify the Union, by telephone or on cards furnished by the Union, of the employee's name, address, social-security number, and job classification, and of the date on which the person was employed.

2.3 Nondiscrimination. There shall be no discrimination in hiring or in conditions of employment based on race, religion, color, age, creed, sex, or national origin. Bud Antle, Inc., being an Equal Employment Opportunity Employer, agrees that this obligation includes, but is not limited to, the following: hiring, placement, upgrading, transfer, demotion, treatment during employment, rates of pay or other forms of compensation, layoff, or termination.

2.4 Arizona Operations. The provisions contained in paragraphs 2.1 or 2.2 of this Article shall not apply to the Company's operations, if any, in the State of Arizona and the whole of this Article is hereby deleted as to such operations so long as they are contrary to the law of Arizona. The Union asserts that the State of Arizona constitutional amendment commonly referred to as the "Right-to-Work Bill" is unconstitutional and invalid, and the Union specifically reserves the right to secure a judicial determination thereof. Should the Bill be repealed or be held invalid by the court of last resort, the provision of this Section shall be eliminated and the provisions of this Article shall thereupon become effective as to the Company's operations in Arizona, except as those provisions may be modified or superseded by any act of Congress or any lawful statute of the State of Arizona.

- 3 -

2.5 Agency-Shop Clause. If any agency-shop clause is permissible in any state where the provisions of this Article relating to the Union Shop cannot apply, the following Agency Clause shall prevail:

1. Membership in the Union is not compulsory. Employees have the right to join, not join, maintain, or drop their membership in the Union, as they see fit. Neither party shall exert any pressure on or discriminate against an employee as regards such matters.
2. Membership in the Union is separate, apart, and distinct from the assumption by each employee of his equal obligation to support the Union to the extent that he receives equal benefits from the activities of the Union. The Union is required under this Agreement to represent all of the employees in the bargaining unit fairly and equally without regard to whether or not an employee is a member of the Union. The terms of this Agreement have been made for all employees in the bargaining unit and not only for members in the Union. Accordingly, it is fair that each employee in the bargaining unit pay his own way and assume his fair share of the obligation along with the grant of equal benefit contained in this Agreement.
3. In accordance with the policy set forth under subparagraphs A and B of this Section, all employees shall, as a condition of continued employment, pay to the Union, the employees' exclusive collective-bargaining representative, an amount equal to that paid by other employees in the bargaining unit who are members of the Local Union, which shall be limited to an amount of money equal to the Local Union's regular and usual initiation fees, and its regular and usual dues. For present employees, such payments shall commence five (5) days following the effective date or on the date of execution of this Agreement, whichever is the later, and, for new employees, the payment shall start five (5) days following the date of employment.

2.6 Check-Off of Union Dues. Upon written authorization by the employee, the employer shall deduct all initiation fees, dues, and/or uniform assessments from the check of the employee and forward such deductions to the office of the Union by the 10th day of each month.

2.7 Inspection Privileges. Authorized agents of the Union shall have access to the employer's establishment during working hours for the purpose of adjusting disputes, investigating working conditions, collecting dues, and ascertaining that the Agreement is being adhered to, provided, however, that there is no interruption of the firm's working schedule.

2.8 Invalid Provisions. Should the provisions contained in 2.1 or 2.2 of this Article II become unlawful, the parties agree to modify said provisions so as to provide the maximum union security and check-off allowed by law.

- 4 -

ARTICLE III Rights of Management

3.1 Directing Work Force. Bud Antle, Inc. shall have the exclusive right to direct the work force, to direct the means and accomplishments of any work, to determine the number of workers required for any job including the number to be employed at the classification rates or particular piece rates of pay as may be provided hereinafter, subject to Articles XVI, XVII, and XVIII below, and Bud Antle, Inc. shall have the right to hire and fire workers subject to the provisions of this contract.

3.2 Discharge of Employees for Cause. The Company shall have the right to discharge employees, subject to the Grievance Provisions set forth in Article X, pursuant to the following Rules:

1. Group-One Rules. An employee's violation of any of the following Group-One Rules may lead to that employee's immediate discharge by the Company:
   1. Being under the influence of illegal drugs or being drunk while on the job.
   2. Sale of illegal drugs while on the job or on Company premises.
   3. Fighting on the job or on Company premises.
   4. Absence from the job or failure to return from leave of absence (requested in writing) in excess of five (5) working days without just reason.
   5. Theft or intentional destruction of Company property.
   6. Possession of a firearm while on duty as a driver on any Company vehicle.
   7. Gross negligence resulting in severe bodily injury or death to someone else.
2. Group-Two Rules. An employee's violation of any of the following Group-Two Rules may lead to a five (5) working-day suspension for that employee for the first offense and termination of that employee for the second offense within any twelve (12) month period:
   1. Gross insubordination.
   2. Failure to follow safety rules and regulations or employer's posted Rules and Regulations.

      - 5 -

   3. Absence from the job or failure to return from leave of absence (requested in writing) of five (5) working days or less without just reason.
   4. Defacing Company property.
   5. Negligence resulting in serious bodily injury or property damage in excess of $2,000.00 in any one incident or $3,000.00 within (20) months for multiple incidents.
3. Group-Three Rules. An employee's violation of any one or more of the following Group-Three Rules may lead to a written warning for the first offense, a five (5) working-day suspension for a second violation of Group-Three Rules within nine (9) months, and termination for a third violation within twelve (12) months:
   1. Insubordination without provocation.
   2. Failure to follow reasonable instructions of superiors.
   3. Failure to perform work as required.
   4. Incompetency.
   5. Negligent operation of Company vehicles.
   6. Negligent maintenance of Company vehicles and/or equipment by the employee responsible for same.
   7. Excessive absenteeism or tardiness.
   8. Being under the influence of illegal drugs or being drunk while on Company premises.

3.3 Company Rules and Regulations

1. The Company has the right to establish such reasonable Company rules and/or regulations (hereinafter "rules") as it deems necessary provided that such rules are not contrary to the terms and conditions of this Agreement. These Company rules shall be posted in a conspicuous place, where they will be seen by employees concerned.
2. The Company agrees that within a reasonable time before new rules or changes to existing Company rules become effective, a copy shall be provided to the Union and the Union shall have the right to object. Any objection must be specific as to what rule or rules are being objected to.

   - 6 -

3. In the event the Company and the Union cannot agree on such rule or rules, the dispute shall be subject to Article X--Grievance Provisions.

ARTICLE IV Noncovered Units

This Agreement shall not be applicable to those operations of the employer where the employees have heretofore been covered by a collective-bargaining agreement with a Union not signatory to this Agreement.

ARTICLE V Scope of Bargaining Unit

The parties agree that it is the Company's position that all employees covered by Agricultural Labor Relations Board Certification No. 75-RC-19-M, plus employees engaged in similar functions in Arizona, are part of one bargaining unit, and it is the Union's position that the employees covered by Article XVI are in a separate bargaining unit from the employees covered by Article XVII and Article XVIII hereof. The parties have agreed not to resolve this dispute at this time in furtherance of labor peace. However, both parties agree that, if any of the units covered under Article XVI are subsequently determined to be subject to the jurisdiction of the National Labor Relations Board, all such units shall be treated hereunder as a separate unit or units. Further, it is recognized that the Union contends that certain employees covered by this collective-bargaining agreement and the supplements thereto are not agricultural employees. However, again, in the furtherance of labor peace, the parties agree not to resolve this dispute at this time. It is agreed, however, that nothing contained in this Agreement shall prevent either party at a later date from seeking clarification of the status of any employee from the appropriate administrative agency or a court of competent jurisdiction.

ARTICLE VI Economic Sanctions

6.1 No Strikes, No Lockouts. The Union and the Company agree that there shall be no lockouts, strikes, slowdowns, economic action, or any other interruption of work during the life of this Agreement. The foregoing sentence shall not apply to any action with respect to a dispute that the Union has with the Company regarding employees of the Company not covered by this Agreement.

6.2 Discharge of Employees for Cause; Exception. It shall not be a violation of this Agreement or cause for discharge if any employee refuses to cross a picket line in the performance of his duties when such picket line is sanctioned by Local 890, the Joint Council of Teamsters, the Western Conference of Teamsters, and the International Teamsters Union.

- 7 -

6.3 Exclusive Remedies for Disputes and Grievances. It is understood that all disputes and grievances hereunder shall be settled under the Grievance Provisions set forth in Article X.

ARTICLE VII Maintenance of Standards

No employee shall suffer any reduction in rates of pay by reason of the execution of this Agreement. There shall be no split shifts.

ARTICLE VIII Seniority

8.1 New Employees. New employees shall work under the provisions of this Agreement as probationary employees until they have been employed with the Company for thirty (30) working days within a consecutive ninety (90) day probationary period. Probationary employees may be discharged during the probationary period with or without cause and without further recourse. Upon completion of thirty (30) working days within the probationary period, the employee shall be retroactively placed on the applicable seniority list of the Supplemental Agreement under which he is then working as of his original date of hire.

8.2 Regular Employees. Upon attainment of seniority, an employee shall be considered a regular employee of the Company. There shall be no responsibility for rehiring probationary employees if they are laid off prior to becoming regular employees.

8.3 Permanent and Seasonal Employees. Employees working 1500 hours annually or forty (40) weeks within a fifty-two (52) week period, shall be considered permanent employees of the Company; all other employees shall be considered seasonal employees. Permanent employees of the Company shall have priority in all matters relating to seniority over seasonal employees; additionally, those employees who follow the Company into each area and who so work on a year-round basis are entitled to "super-seniority" status and will receive seniority consideration accordingly.

8.4 Seniority Records. The Company shall maintain a computerized seniority system that will record and monitor the (1) Company Seniority, (2) Area Seniority, and (3) Classification Seniority of all regular employees, as specified under supplemental agreements XVI, XVII and XVIII. The following principles and terms shall apply:

1. Company seniority is defined as a regular worker's total length of continuous employment with the Company, commencing with his original date of hire.
2. Area seniority is defined as a worker's total length of continuous employment in either the Northern or Southern areas of the Company's operations. Salinas-Watsonville and Huron constitute the Northern

   - 8 -

   area; Holtville, Oxnard, and all other operations south of Huron constitute the Southern area.
3. Classification seniority is defined as a worker's total length of continuous employment within a job classification that has been designated as a separate classification for the purposes of seniority, commencing from his date of entry into the classification.

Seniority shall be acquired, maintained, and lost in each classification and/or area independently of all other classifications and/or areas. A break in seniority in one classification and/or area shall not constitute a break in Company seniority unless the employee is terminated by the Company for cause pursuant to Paragraph 8.8B hereof and so long as all other conditions for unbroken seniority are fulfilled. An employee shall maintain his Company seniority until all classification seniority has been broken in all areas. For the purposes of the seniority system, the order of prevailing seniority shall be classification seniority, area seniority, then Company seniority.

Earned vacation leave, authorized leaves of absence, and earned sick leave will count as constructive time for the purposes of seniority and shall not constitute a break in employment.

All employees with a date of first hire prior to the formal inception of the Company's computerized seniority lists shall have equal seniority within their classifications if more reliable records are not otherwise available.

8.5 Union Access to Company Seniority Records. Should any bona fide question arise between the Company and the Union with respect to the seniority of any employee or the seniority rights of any employee or group of employees vis-a-vis any other employee or group of employees, the Company agrees to produce for the Union a printout of relevant seniority information from the Company's computer at no cost to the Union. Regardless of any question, the Company shall use its best efforts to produce upgraded seniority lists for all classifications of employees and shall post such lists in conspicuous locations and supply copies on a monthly basis to the Union.

8.6 Fringe Benefits. For purposes of fringe benefits, an employee will remain on the Company seniority list from the original date of hire and shall be paid benefits based on his original date of hire with the Company, provided he qualifies in all other respects.

8.7 Operation of Seniority Clause. All jobs within Articles XVI, XVII, and XVIII shall be filled and all rehires shall be made giving due respect to the seniority under those Articles of the persons being hired, and layoffs from work shall be made in the inverse order of seniority. In any event, due consideration shall also be given to the ability of the employees being hired or laid off and to the ability of the remaining employees to perform the work available in the manner satisfactory to the employer, subject in any instance to the right of appeal as provided in the Grievance Provisions set forth in Article X.

- 9 -

8.8 Termination of Seniority. Seniority shall be terminated for any of the following reasons:

1. Voluntary quitting.
2. Discharge for cause.
3. Failure to report for work within three (3) days after the commencement of seasonal operations in any locality without first having obtained the written consent of the employer.

The foregoing notwithstanding, if the Company, although not obligated to, rehires an employee whose seniority has terminated by reason of his failure to report for seasonal employment within three days of the commencement of operations as herein required, such employee shall regain his original seniority.

8.9 Effect of Termination on Seniority. If an employee loses Company seniority for any of the causes hereinabove enumerated when working in one district, he shall lose all seniority rights with the Company in all districts.

8.10 Seniority Grievances. All grievances related to seniority shall be made in writing to the Company within ten (10) days, excluding Saturdays, Sundays, and holidays, and any employee failing to make a grievance as prescribed shall waive his right to bring the matter in question as a grievance.

ARTICLE IX Leaves of Absence

9.1 In General. Leaves of absence may be granted by applying to and receiving approval from the Company. All leaves of absence, except as otherwise provided, shall be requested in writing and signed by the Company and the employee, and a copy shall be retained by each. All leaves of absence in excess of thirty (30) days require approval by the Union.

9.2 Duration of Leaves of Absence. Specific procedures governing leaves of absence are as follows:

1. One to Three Days -- Needs approval of foreman; approval need not be in writing.
2. Four to 30 Days -- Needs approval of foreman; approval must be in writing. Leaves in excess of ten (10) days must be authorized in writing by a supervisor or the personnel department.
3. Thirty-one to 180 Days -- Must be approved by the personnel department in writing and a copy of approval sent to the Union. The Union will have ten (10) days to object if it has not also signed the authorization, after which it will be deemed that the Union consents to the leave of absence.

- 10 -

When more employees than can be spared by the Company have applied for a leave of absence at the same time, such leaves shall be granted on the basis of seniority, with the employee having the highest seniority receiving first preference.

ARTICLE X Grievance Provisions

10.1 Exclusive Representation. The Union is the exclusive representative of the employees for all purposes with respect to disputes or grievances.

10.2 Grievance Procedure. Whenever any dispute or grievance shall arise between the Union and the Company or an employee and the Company that cannot be settled informally, it shall be adjusted as follows:

1. Step One. The matter shall be stated in writing and the statement signed by the employee or Union representative. The statement shall include the following:
   1. A complete declaration of the grievance and the facts on which it is based;
   2. The remedy or correction suggested; and
   3. The section or sections of this Agreement, if any, relied upon or claimed to have been violated.

   This written grievance shall then be presented by either the shop steward or business agent of the Union to the foreman or Company representative and, if the foreman or Company representative and the shop steward or business agent cannot settle the matter, the Company shall, within forty-eight hours after demand by the shop steward or business agent, furnish the Union with a written answer that shall include the following:

   1. A complete statement of the Company's position and the facts upon which it is based;
   2. The remedy or correction offered, if any.

2. Step Two. If it is decided to appeal the grievance to Step Two, the business agent shall, within three (3) days after receipt of the Company's answer, send a notice of appeal in writing to the Company, which notice shall include the following:
   1. A brief statement of the reasons for appeal;
   2. Any additional facts in support of the original statement;
   3. A statement of the remedy or correction requested from the Company;

      - 11 -

   4. The citation of any section or sections of this Agreement that are relied upon or claimed to have been violated.

   After such notice of appeal, the Union and the Company shall arrange a conference, at which conference all interested parties shall be present, including a Company representative with authority to settle the dispute in controversy. At said conference either party may offer and present evidence of the grievance and during the conference a bona fide effort in good faith will be made by both of the parties to settle the grievance. Either party will have the right to demand that said conference be held within five (5) days of the notice of appeal.

3. Step Three.
   1. Any dispute that has not been adjusted under Steps One and Two above may be submitted to arbitration. The Company and the Union shall attempt by mutual agreement to appoint an arbiter. In the event the parties cannot agree on an impartial arbiter, then either party may request a panel of arbitrators to be submitted by the Federal Mediation and Conciliation Service, the State Mediation and Conciliation Service, or the American Arbitration Association, and an arbiter shall be selected from such panel by the process of each party alternately eliminating one of the suggested names until there remains only one name on the panel.
   2. At the outset of the arbitration hearing, the party appealing to arbitration shall furnish the arbiter with copies of all documents relating to the grievance. The arbiter and the parties shall then determine the issue to be arbitrated from the documents so offered and the arbiter shall confine his decision to the issue or issues agreed upon. If the parties cannot agree upon the issue, the arbiter shall determine the issue from the documents submitted.
   3. Either party may call such witnesses as are necessary and the arbiter shall proceed to hear the matter and render a written opinion. Such written opinion shall be final and binding upon the parties hereto.
   4. The cost of said arbitration shall be borne equally between the parties.

10.3 Other Provisions Relating to Grievances.

1. Grievances by the Company shall be submitted in writing directly to the Union and shall be heard at a conference between the Union and the Company in accordance with the provisions of Step Two above.
2. Any of the periods within which any of the acts required in this Article are to be performed may be extended by written mutual consent between the Union and the Company.

- 12 -

ARTICLE XI Collective Bargaining

The Union agrees with the Company that, with respect to any matters pertaining to this Agreement that shall be submitted to the membership of the Union, only those workers employed by the Company and covered by this Agreement shall have the right to determine whether or not to accept or reject this Agreement or any modifications and/or extensions thereof, or to consider other matters relating to this Agreement. In other words, the Company shall deal solely with its own employees through the Union representative as provided by this Agreement. Whenever a substantive change in the Master Agreement is hereafter contemplated, a vote of all employees will decide the issue by a majority. If a change is contemplated in any Supplement, employees of that particular Supplement only shall decide by a majority.

ARTICLE XII Health and Safety

All applicable federal and state laws, rules, and regulations concerning the health and safety of employees are herein incorporated.

ARTICLE XIII Cost of Living

13.1 Scope of Cost-of-Living Allowance. All employees covered by this Agreement shall be covered by the provisions for a cost-of-living allowance, as set forth in this Article, unless otherwise specified in the separate Schedules and Appendices hereto.

13.2 Basis of Allowance Amount. The amount of the cost-of-living allowance shall be determined as provided below on the basis of the "Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S. Department of Labor, Bureau of Labor Statistics, San Francisco Average All Items (1967 = 100)" and referred to herein as the "Index".

13.3 Effective Date of Allowance. The cost-of-living allowance, based on the difference between the Index figure of April 1979 and the Index figure for April 1980, shall be effective the first pay period beginning on or after July 1, 1980.

13.4 Specific Provisions. Specific provision for adjustments in the cost-of-living allowance for different categories of workers are set forth in Sections 16.5, 17.5, and 18.5 herein.

- 13 -

ARTICLE XIV Wage and Price Stabilization

14.1 Applicable Legislation. If any provision herein agreed to by and between the Company and Union may not be put into effect because of applicable legislation, executive orders, or regulations dealing with wage and price stabilization, then such provisions, or any part thereof, including any retroactive requirement thereof, shall become effective at such time, in such amounts, and for such periods, retroactively and prospectively, as will be permitted by law at any time during the Life of this Agreement and any extension thereof.

14.2 Cooperation of the Parties. The Company and the Union agree to cooperate in seeking approval of any monetary amounts in excess of those amounts allowed by any cost-of-living council or similar agency, or any legislation, executive orders, or regulations dealing with wage and price stabilization.

ARTICLE XV New Classifications

In the event any new classification of employment not covered by this Agreement or negotiated at the signing of the Agreement is created, the wages, hours, and working conditions of said classification shall be negotiated by the parties commencing not later than thirty (30) days from the date the creation of said classification is made known to the Union. Upon completion of said negotiations in as expeditious a manner as possible, said terms of employment for said new classification of employee shall be made part of this Agreement. Adjustments of disputes or differences about classifications shall be settled through the Grievance Provisions set forth in Article X of this Agreement.

ARTICLE XVI Additional Provisions for Agricultural Support Workers

The Agricultural Support Workers Sub-Agreement attached hereto as Appendix I is hereby incorporated by reference.

ARTICLE XVII Additional Provisions for Agricultural Production Workers

The Agricultural Production Workers Sub-Agreement attached hereto as Appendix II is hereby incorporated by reference.

- 14 -

ARTICLE XVIII Additional Provisions for Agricultural Plant Workers

The Agricultural Plant Workers Sub-Agreement attached hereto as Appendix III is hereby incorporated by reference.

ARTICLE XIX Duration of Agreement

This Agreement shall be in full force and effect from the date hereof and shall continue in full force and effect and shall be binding on the parties hereto through September 15, 1980. Either of the parties may give notice in writing to the other party sixty (60) days prior to the expiration of this Agreement, requesting negotiations for a new agreement or modification hereof. Absent such notice, this Agreement shall continue in force from year to year thereafter.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, each Sub-Agreement, and all Supplemental Agreements and Schedules on the dates indicated next to their respective names.

- 24 -

EXHIBIT A-1
Shop Wage Rates