10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q

(Mark One)
T	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 4, 2009

OR

(Mark One)
o	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: 0-29464

ROCK OF AGES CORPORATION(Exact name of Registrant as Specified in its Charter)

Delaware	03-0153200
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification Number)
560 Graniteville Road, Graniteville, Vermont	05654
(Address of principal executive offices)	(Zip Code)

(802) 476-3121

(Registrant's telephone number, including area code)

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer o Accelerated filer o Non-accelerated filer o  Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)  Yes o No x

As of August 14, 2009, 4,812,342 shares of Class A Common Stock and 2,603,721 shares of Class B Common Stock of the registrant were outstanding.

ROCK OF AGES CORPORATION

INDEX

Form 10-Q for the Quarterly Period
Ended July 4, 2009

PART I	FINANCIAL INFORMATION	PAGE NO.
Item 1.	Financial Statements
	Consolidated Balance Sheets - July 4, 2009 (Unaudited) and December 31, 2008	4
	Consolidated Statements of Operations (Unaudited) - Three and Six Months Ended July 4, 2009 and June 28, 2008	5
	Consolidated Statements of Cash Flows (Unaudited) - Six Months Ended July 4, 2009 and June 28, 2008	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	21
Item 4.	Submissions of Matters to a Vote of Security Holders	21
Item 6.	Exhibits	22
Signature		23

2

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2, contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of Rock of Ages Corporation ("Rock of Ages" or the "Company") and events to differ materially from those contained in such statements. All statements other than statements of historical fact could be deemed forward-looking statements, and may include projections of revenue, gross profit, expenses, earnings or losses from operations or other financial items; any statements of the plans, strategies and objectives of the Company or its management for future operations; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions may include material weaknesses in our internal controls over financial reporting which may affect our ability to accurately report financial results; the challenge of successfully implementing our strategic plan intended to enhance our overall profitability; our ability to maintain compliance with our covenants in our credit facility; our ability to form and maintain strategic alliances with cemeteries, funeral homes and memorial retailers; uncertainties involving quarry yields and demand for Rock of Ages' dimension stone; and other risks and uncertainties described herein, including, but not limited to the items discussed in "Risk Factors That May Affect Future Results" in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 31, 2009 (the "2008 Annual Report") and in Part II, Item 1A of this report, and that are otherwise described from time to time in Rock of Ages' reports filed with the Securities and Exchange Commission  after the date of filing of this report.

We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

3

PART I: FINANCIAL INFORMATION
Item 1: Financial Statements

ROCK OF AGES CORPORATION
CONSOLIDATED BALANCE SHEETS
($ in thousands, except par value amounts)

(Unaudited) 

		July 4,		December 31,
ASSETS		2009		2008
Current assets:
Cash and cash equivalents	$	315	$	888
Trade receivables, net		8,789		13,314
Inventories, net		15,273		16,840
Other current assets		1,379		1,561
Assets held for sale		831		477
Total current assets		26,587		33,080
Property, plant and equipment, net		30,732		29,998
Cash surrender value of life insurance		132		132
Identified intangible assets, net		519		571
Goodwill		387		387
Long-term investments		121		25
Other long term assets		504		249
Total assets	$	58,982	$	64,442
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Borrowings under line of credit	$	2,715	$	7,428
Current maturities of long-term debt		872		517
Trade payables		1,428		1,334
Accrued expenses		1,648		2,226
Salary continuation and other post-employment benefits		689		567
Customer deposits		781		454
Total current liabilities		8,133		12,526
Long-term debt, excluding current installments		13,415		13,904
Salary continuation liability, net of current portion		5,163		5,382
Accrued pension cost		5,438		9,026
Deferred salary liability		1,504		1,523
Accrued other post-employment benefits, net of current portion		1,616		1,623
Deferred tax liabilities		29		27
Total liabilities		35,298		44,011
Stockholders' equity:
Preferred stock - $.01 par value; 2,500,000 shares authorized; No shares issued or outstanding
Common stock - Class A, $.01 par value; 30,000,000 shares authorized; 4,812,342             shares issued and outstanding as of July 4, 2009 and December 31, 2008		48		48
Common stock - Class B, $.01 par value; 15,000,000 shares authorized; 2,603,721            shares issued and outstanding as of July 4, 2009 and December 31, 2008		26		26
Additional paid-in capital		65,719		65,688
Accumulated deficit		(36,889)		(35,548)
Accumulated other comprehensive loss		(5,220)		(9,783)
Total stockholders' equity		23,684		20,431
Total liabilities and stockholders' equity	$	58,982	$	64,442

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 

4

ROCK OF AGES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
(Unaudited)

		Three Months Ended				Six Months Ended
		July 4, 2009		June 28, 2008		July 4, 2009		June 28, 2008
Net revenues:
Quarry	$	6,912	$	5,560	$	10,036	$	10,229
Manufacturing		7,512		8,766		10,326		12,487
Total net revenues		14,424		14,326		20,362		22,716
Cost of goods sold:
Quarry		5,166		4,406		8,515		9,565
Manufacturing		5,081		6,147		7,792		9,512
Total cost of goods sold		10,247		10,553		16,307		19,077
Gross profit:
Quarry		1,746		1,154		1,521		664
Manufacturing		2,431		2,619		2,534		2,975
Total gross profit		4,177		3,773		4,055		3,639
Operating expenses:
Selling, general and administrative expenses:
Quarry		583		615		1,130		1,224
Manufacturing		1,058		1,027		2,026		2,033
Corporate overhead		692		889		1,733		2,176
Effect of pension curtailment		-		-		95		-
Total operating expenses		2,333		2,531		4,984		5,433
Income (loss) from continuing operations before interest expense and income taxes		1,844		1,242		(929)		(1,794)
Other income, net		(55)		(59)		(144)		(123)
Interest expense		331		351		537		708
Income (loss) from continuing operations before income taxes		1,568		950		(1,322)		(2,379)
Income tax expense		135		223		19		57
Income (loss) from continuing operations		1,433		727		(1,341)		(2,436)
Income (loss) from discontinued operations		-		-		-		(142)
Net income (loss)	$	1,433	$	727	$	(1,341)	$	(2,578)
Net income (loss) per share - basic and diluted:
Net income (loss) from continuing operations	$	0.19	$	0.10	$	(0.18)	$	(0.33)
Net income (loss) from discontinued operations		-		-		-		(0.02)
Net income (loss) per share	$	0.19	$	0.10	$	(0.18)	$	(0.35)
Weighted average number of common shares outstanding - basic and diluted		7,416		7,416		7,416		7,416

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

5

ROCK OF AGES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
( in thousands)
(Unaudited)

		Six Months Ended
		July 4,		June 28,
		2009		2008
Cash flows from operating activities:
Net loss	$	(1,341)	$	(2,578)
Adjustments to reconcile net loss to net cash provided by operating activities:
(Gain)/loss on sale of assets		(9)		8
Depreciation, depletion and amortization		1,214		1,388
Stock compensation expense		31		7
Change in cash surrender value of life insurance policies		-		59
Changes in operating assets and liabilities:
Trade receivables, net		4,609		1,804
Inventories		2,013		221
Other assets		(90)		(130)
Trade payables, accrued expenses and income taxes		(502)		(1,113)
Customer deposits		328		368
Salary continuation and pension		325		94
Other liabilities		(20)		119
Net cash provided by operating activities		6,558		247
Cash flows from investing activities:
Purchases of other property, plant and equipment		(1,174)		(2,515)
Proceeds from sale of assets		123		7,717
Purchase of land and granite reserves		(1,273)		-
Purchase of intangible asset		-		(179)
Net cash provided by (used in) investing activities		(2,324)		5,023
Cash flows from financing activities:
Net repayments under lines of credit		(4,713)		(1,625)
Debt issuance costs		-		(24)
Principal payments on long-term debt		(135)		(4,653)
Net cash used in financing activities		(4,848)		(6,302)
Effect of exchange rate changes on cash		41		(97)
Net decrease in cash and cash equivalents		(573)		(1,129)
Cash and cash equivalents, beginning of period		888		1,961
Cash and cash equivalents, end of period	$	315	$	832
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	569	$	757
Income taxes		165		261

 SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6

ROCK OF AGES CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

(1)	Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and notes required by accounting principles generally accepted in the United States of America ("US GAAP") for complete financial statements are not included herein. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results that may be expected for a full year. The Company has historically experienced certain seasonal patterns. Generally, our net sales have been highest in the second or third quarter and lowest in the first quarter of each year due primarily to weather conditions affecting operations in Vermont and Canada and the setting of memorials in cemeteries located in northern regions. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 31, 2009 (SEC File No. 000-29464) (the "2008 Annual Report").
In this report, the terms "Company," "we," "us," or "our" mean Rock of Ages Corporation and all subsidiaries included in our consolidated financial statements.
The Company's fiscal year ends on December 31 and its fiscal quarters are the 13-week periods ending on the Saturday nearest March 31, June 30 and September 30. As a result, the first and fourth quarter may be more or less than 13 weeks, by 1 to 6 days, which can affect comparability between periods. The second quarters of 2009 and 2008 each have 91 days.

(2)	Stock-Based Compensation
The following tables set forth stock option activity for the periods ended July 4, 2009 and June 28, 2008 and information on outstanding and exercisable options at such dates:

	Six Months Ended
	July 4, 2009			June 28, 2008
	Number Of Options		Weighted Average Exercise Price	Number Of Options		Weighted Average Exercise Price
Outstanding at beginning of period	324,000	$	4.06	196,000	$	6.11
Granted	20,000		2.63	-		-
Exercised	-		-	-		-
Canceled	-		-	(45,000)		(5.98)
Outstanding at end of period	344,000	$	3.98	151,000	$	6.15
Exercisable at end of period	119,000	$	5.98	126,000	$	6.19
Weighted average remaining contractual life	6.9 years			4.2 years
At July 4, 2009, the closing price of the Company's stock was less than the weighted average exercise price of the outstanding options, therefore, there was no aggregate intrinsic value of outstanding options.

7

(3) Inventories

Inventories consist of the following (in thousands):		July 4,		December 31,
		2009		2008
Raw materials	$	9,739	$	11,610
Work-in-process		1,319		1,166
Finished goods and supplies		4,215		4,064
	$	15,273	$	16,840
The finished goods and supplies inventory includes $2,062,000 of retail display inventory that is located at various retail locations and is consigned to PKDM Holdings Inc., the owner of the Company's former retail division. PKDM will be responsible for purchasing the inventory retained by the Company at its current book value, as it is sold, plus any inventory remaining after the tenth anniversary of the transaction, which was completed in January 2008.

 (4) Earnings (Loss) Per Share

Options to purchase 344,000 and 151,000 shares of Class A common stock were outstanding at July 4, 2009 and June 28, 2008, respectively, but were not included in the computation of diluted earnings (loss) per share because the effect would have been anti-dilutive.

(5)	Segment Information
The Company is organized based on the products and services it offers.  Until the time of the sale of the retail division in January 2008, Rock of Ages had three business segments: quarry, manufacturing and retail.  As of December 31, 2007 the retail division was classified as a discontinued operation. Under this organizational structure, the Company currently operates in two segments: quarry and manufacturing.
The quarry segment extracts granite from the ground and sells it to either the Company's manufacturing segment or to outside manufacturers, as well as to distributors in Europe and China. There were two quarry customers that represented approximately 30.1% and 46.1% of accounts receivable at July 4, 2009 and December 31, 2008, respectively.  These receivables were backed by irrevocable letters of credit.
The manufacturing segment's principal products are granite memorials and mausoleums used primarily in cemeteries and, to a lesser extent, specialized granite products for industrial applications.
Inter-segment revenues are accounted for as if the sales were to third parties.
The following tables present unaudited segment information for the three and six month periods ended July 4, 2009 and June 28, 2008 (in thousands):
Three month period:

2009		Quarry			Manufacturing		Unallocated Corporate Overhead			Total
Total net revenues	$	7,273		$	7,512	$	-		$	14,785
Inter-segment net revenues		(361	)		-		-			(361)
Net revenues		6,912			7,512		-			14,424
Total gross profit		1,817			2,360		-			4,177
Inter-segment gross profit		(71	)		71		-			-
Gross profit		1,746			2,431		-			4,177
Selling, general and administrative expenses		583			1,058		692			2,333
Income (loss) from continuing operations before interest and income taxes	$	1,163		$	1,373	$	(692	)	$	1,844

8

2008		Quarry			Manufacturing		Unallocated Corporate Overhead			Total
Total net revenues	$	6,260		$	8,766	$	-		$	15,026
Inter-segment net revenues		(700	)		-		-			(700)
Net revenues		5,560			8,766		-			14,326
Total gross profit		1,359			2,414		-			3,773
Inter-segment gross profit		(205	)		205		-			-
Gross profit		1,154			2,619		-			3,773
Selling, general and administrative expenses		615			1,027		889			2,531
Income (loss) from continuing operations before interest and income taxes	$	539		$	1,592	$	(889	)	$	1,242
Six-month period:

2009		Quarry			Manufacturing		Unallocated Corporate Overhead			Total
Total net revenues	$	10,688		$	10,326	$	-		$	21,014
Inter-segment net revenues		(652	)		-		-			(652)
Net revenues		10,036			10,326		-			20,362
Total gross profit		1,592			2,463		-			4,055
Inter-segment gross profit		(71	)		71		-			-
Gross profit		1,521			2,534		-			4,055
Selling, general and administrative expenses		1,130			2,026		1,733			4,889
Effect of pension curtailment		-			-		95			95
Income (loss) from continuing operations before interest and income taxes	$	391		$	508	$	(1,828	)	$	(929)

2008		Quarry			Manufacturing		Unallocated Corporate Overhead			Total
Total net revenues	$	11,522		$	12,487	$	-		$	24,009
Inter-segment net revenues		(1,293	)		-		-			(1,293)
Net revenues		10,229			12,487		-			22,716
Total gross profit		872			2,767		-			3,639
Inter-segment gross profit		(208	)		208		-			-
Gross profit		664			2,975		-			3,639
Selling, general and administrative expenses		1,224			2,033		2,176			5,433
Income (loss) from continuing operations before interest and income taxes	$	(560	)	$	942	$	(2,176	)	$	(1,794)
Net revenues by geographic area, based on shipping destination, for the three and six months ended July 4, 2009 and June 28, 2008 are as follows (in thousands):

		Three Months Ended				Six Months Ended
		July 4, 2009		June 28, 2008		July 4, 2009		June 28, 2008
Net revenues:
China	$	2,591	$	1,170	$	3,436	$	2,983
Italy		30		119		35		332
Other foreign countries		26		116		101		206
		2,647		1,405		3,572		3,521
United States and Canada		11,777		12,921		16,790		19,195
Total net revenues	$	14,424	$	14,326	$	20,362	$	22,716

9

Net property, plant and equipment by geographic area are as follows (in thousands):
		July 4, 2009		December 31, 2008
United States	$	26,875	$	27,144
Canada		3,857		2,854
	$	30,732	$	29,998
See Note 11 for additional information concerning the purchase of land and granite reserves by our Canadian subsidiary in April 2009.

(6) Comprehensive Income (Loss)

Accumulated other comprehensive loss consists of the following components (in thousands):  

		Foreign Currency Translation		Unfunded Pension Liability		Investment Available for Sale		Accumulated Other Comprehensive Loss
Balance at December 31, 2008	$	1,505	$	(11,228)	$	(60)	$	(9,783)
Changes in 2009		448		4,020		95		4,563
Balance at July 4, 2009	$	1,953	$	(7,208)	$	35	$	(5,220)

Comprehensive income (loss) is as follows (in thousands):
		Three Months Ended				Six Months Ended
		July 4,		June 28,		July 4,		June 28,
		2009		2008		2009		2008
Net income (loss)	$	1,433	$	727	$	(1,341)	$	(2,578)
Other comprehensive income (loss):
Foreign currency translation adjustment		545		109		448		(175)
Unrealized gain (loss) on investment in     available for sale securities		69		65		95		(8)
Pension related adjustment:
Curtailment		-		-		1,503		-
Pension liability adjustment, net of         reclassification adjustment		-		-		2,517		170
Comprehensive income (loss)	$	2,047	$	901	$	3,222	$	(2,591)

 (7) Components of Net Periodic Benefit Cost

Components of net periodic benefit cost for the three months ended July 4, 2009 and June 28, 2008 are as follows (in thousands):

10

		NON-UNION PENSION BENEFITS				SALARY CONTINUATION BENEFITS				OTHER POST- EMPLOYMENT BENEFITS
		July 4, 2009		June 28, 2008		July 4, 2009		June 28, 2008		July 4, 2009		June 28, 2008
Service cost	$	-	$	79	$	-	$	-	$	1	$	2
Interest cost		371		377		84		81		26		27
Expected return on plan assets		(302)		(420)		-		-		-		-
Amortization of prior service costs		-		35		28		14		12		10
Amortization of net actuarial loss		45		26		-		-		-		-
Effect of curtailment		-		-		-		-		-		-
Net periodic benefit cost	$	114	$	97	$	112	$	95	$	39	$	39

Components of net periodic benefit cost for the six months ended July 4, 2009 and June 28, 2008 are as follows (in thousands):

		NON-UNION PENSION BENEFITS				SALARY CONTINUATION BENEFITS				OTHER POST- EMPLOYMENT BENEFITS
		July 4, 2009		June 28, 2008		July 4, 2009		June 28, 2008		July 4, 2009		June 28, 2008
Service cost	$	65	$	158	$	-	$	-	$	2	$	4
Interest cost		758		754		168		162		52		54
Expected return on plan assets		(620)		(840)		-		-		-		-
Amortization of prior service costs		32		70		56		28		24		20
Amortization of net actuarial loss		200		52		-		-		-		-
Effect of curtailment		95		-		-		-		-		-
Net periodic benefit cost	$	530	$	194	$	224	$	190	$	78	$	78

Effective March 31, 2009, the Company's defined benefit pension plan was amended by freezing membership and future benefits in the plan.  In accordance with SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits" we recognized additional pension expense of $95,000 as the effect of the pension curtailment in the first quarter. Additionally, the defined benefit pension plan has been preliminarily revalued as of the date of the curtailment. The estimated effect of the curtailment and re-measurement resulted in a decrease of the projected benefit obligation of $3.8 million and a decrease in the accumulated other comprehensive loss of $4.0 million. A discount rate of 7.36% was used in the March 31, 2009 preliminary revaluation.

The Company expects to contribute $750,000 to the defined benefit pension plan during 2009. No contribution was made during the quarter ended July 4, 2009.

(8)	Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), "Business Combinations" ("SFAS No. 141(R)"). This statement improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. It establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement is effective for fiscal years beginning after December 15, 2008. SFAS No. 141(R) will have an impact on accounting for business combinations, but the effect is dependent on acquisitions subsequent to that time.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB No. 133" ("SFAS No. 161"). This statement amends SFAS No. 133 by requiring enhanced disclosures about an entity's derivative instruments and hedging activities, but does not change SFAS No. 133's scope or accounting. SFAS No. 161 requires increased qualitative, quantitative and credit-risk disclosures about the entity's derivative instruments and hedging activities. SFAS 161 is effective for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008, with earlier adoption permitted. The adoption of this standard did not have an effect on our financial position or results of operations.

11

In April 2008, the FASB issued FASB Staff Position 142-3, Determination of the Useful Life of Intangible Assets ("FSP FAS 142-3"), which amends the factors to be considered in renewal or extension assumptions used to determine the useful life of a recognized intangible asset.  FSP FAS 142-3 is effective for interim periods and fiscal years beginning after December 15, 2008.  We adopted FSP FAS 142-3 effective January 1, 2009. The adoption of this standard did not have an effect on our financial position or results of operations.
In June 2008, the FASB issued FSP Emerging Issues Task Force (EITF) No. 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities."  Under the FSP, unvested share-based payment awards that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing EPS. The adoption of this standard did not have a material effect on our financial position or results of operations.
In December 2008, the FASB issued FASB Staff Position ("FSP") FAS No. 132(R)-1, "Employer's Disclosures about Postretirement Benefit Plan Assets." This FSP amends SFAS No. 132(R), "Employers' Disclosures about Pensions and Other Postretirement Benefits - An Amendment of FASB Statements No. 87, 88, and 106" to require more detailed disclosures about plan assets of a defined benefit pension or other postretirement plan, including investment strategies; major categories of plan assets; concentrations of risk within plan assets; inputs and valuation techniques used to measure the fair value of plan assets; and the effect of fair-value measurements using significant unobservable inputs on changes in plan assets for the period. FSP 132(R)-1 is effective for fiscal years ending after December 15, 2009, with earlier application permitted. We do not expect the adoption of this standard to have a material effect on our financial position or results of operations.
In April 2009, the FASB issued FSP FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly".  SFAS No. 157-4 provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, ("SFAS 157"), when the volume and level of activity for the asset or liability have significantly decreased. SFAS 157 is effective for non-financial assets and liabilities for year ends beginning on or after November 15, 2008. The adoption of this standard did not have a material effect on our financial position or results of operations.
In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value of Financial Instruments" amends FASB Statement No. 107, "Disclosures about Fair Value of Financial Instruments" to require disclosures about fair value of financial instruments in interim as well as in annual financial statements.  This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in all financial statements.  This FSP is effective for interim reporting periods ending after June 15, 2009.  The adoption of this standard did not have a material effect on our financial position or results of operations.
In May 2009, the FASB issued SFAS No. 165, "Subsequent Events". SFAS No. 165 establishes standards under which an entity shall recognize and disclose events that occur after a balance sheet date, but before the related financial statements are issued or are available to be issued. SFAS No. 165 is effective for fiscal years and interim periods ending after June 15, 2009. The company evaluated its July 4, 2009 financial statements for subsequent events through August 14, 2009, the date the financial statements were available to be issued. The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.
(9)	Credit Facility
In October 2007, the Company entered into a new credit facility with its existing lenders, the CIT Group/Business Credit and Chittenden Trust Company (the "Lenders") that is scheduled to expire in October 2012 and is secured by substantially all assets of the Company located in the United States.  The credit facility consists of an acquisition term loan line of credit of up to $30.0 million and a revolving credit facility of up to another $20.0 million based on eligible accounts receivable, inventory and certain fixed assets. Amounts outstanding were $2,715,000 and $13,991,000 as of July 4, 2009 and $8,873,000 and $14,356,000 as of June 28, 2008 on the revolving credit facility and the term loan line of credit, respectively. Availability under the revolving credit facility was $9,724,000 as of July 4, 2009. The credit facility financing agreement places restrictions on our ability to, among other things, sell assets, participate in mergers, incur debt, pay dividends, make capital expenditures, repurchase stock and make investments or guarantees, without pre-approval by the Lenders. Due to the non-cash impairment charges on the write-down of inventory and the corporate building we were in violation of the fixed charge coverage ratio covenant described below at December 31, 2008. We received a waiver of this covenant from the Lenders and amended the agreement as of March 30, 2009.

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Repayment Terms. As the aggregate unpaid principal balance of the outstanding term loan is less than $17,500,000, quarterly principal payments are no longer required. The principal balance is payable in full on the expiration date of the facility in October 2012.  The Company does have the right to make voluntary pre-payments on the term loan. The revolving credit facility is paid down daily with all proceeds received by the Company.

The Company is required to repay its term loan to the extent it sells certain assets collateralizing the loan. Accordingly, the Company has classified a portion of the term loan as a current liability based on the estimated proceeds of fixed assets classified as held for sale.

Minimum Fixed Charge Coverage Ratio. The facility requires the ratio of the sum of earnings before interest, taxes, depreciation and amortization (EBITDA), to the sum of income taxes paid, capital expenditures, interest and scheduled debt repayments be at least 1.10 for the trailing twelve-month period at the end of each quarter. The Company was in compliance with this covenant at July 4, 2009.

Total Liabilities to Net Worth Ratio. The credit facility also requires that the ratio of our total liabilities to net worth (the "Leverage Ratio") not exceed 2.25 for the first two quarters of 2009 and 2.00 for the remainder of the term of the loan. The Leverage Ratio excludes from the calculation the change in tangible net worth directly resulting from the Company's compliance with SFAS No. 158 of $6.0 million. In relevant part, SFAS No. 158 required us to place on our books certain unrecognized and unfunded retirement liabilities beginning December 31, 2006.  As of July 4, 2009, we were in compliance with the Leverage Ratio covenant.

(10) Income Taxes

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2005 or Canadian tax authorities for years before 2003.
Income tax expense in the first two quarters of 2009 and 2008 result solely from income at our Canadian subsidiary. Tax expense is calculated based on the estimated annual effective Canadian tax rate of 31% for 2009 and 2008.
In 2005, the Company adjusted its valuation allowance to fully reserve for the entire net U.S. deferred tax asset. At each subsequent period, including at the end of the second quarter of 2009, we reached a similar conclusion, therefore we have continued to fully reserve for the entire net U.S. deferred tax asset. We will continue to assess the valuation allowance on a regular basis and may reduce the valuation allowance when the Company has taxable income from its U.S. operations.
As of July 4, 2009 and December 31, 2008, the Company had no liability under the provisions of FIN 48.
(11)	Discontinued Operations
In January 2008, the Company completed the sale of the retail division for $8,000,000 in cash less closing costs of $283,000.

Operating results from the retail division for the portion of the quarter ended March 29, 2008 during which it was owned by the Company, were as follows (in thousands):

Net sales	$	421
Gross loss		(116)
Pretax loss		(119)
Interest allocated		23
Net loss	$	(142)

(12)	Intangible Assets and Goodwill
In the first quarter of 2008 the Company completed the acquisition of the customer list of a former competitor for $375,000 CDN. This was accounted for in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets" and, accordingly, was capitalized and is being amortized on a straight-line basis over the estimated useful life of five years. Amortization expense of $18,750 CDN was recorded in the second quarter of 2009 and 2008.  Amortization expense is estimated to equal $75,000 CDN per year through 2012.
We assess impairment of goodwill in accordance with the provisions of SFAS No. 142, "Goodwill and Other Intangible

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Assets." The provisions of SFAS No. 142 require a two-step test be performed. First, the fair value of each reporting unit is compared to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. If the carrying value exceeds the fair value, then the implied fair value of the reporting unit's goodwill must be determined and compared to the carrying value of the goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then an impairment loss equal to the difference will be recorded.  In the first quarter of 2009, we performed our annual assessment for the quarry reporting unit. We calculated the fair value of the quarry reporting unit based on the estimated expected discounted future cash flows. Based on this analysis we concluded that there was no indication of impairment as of April 4, 2009, although there can be no assurance that goodwill will not become impaired in future periods.
(13)	Fair Value Measurements
Effective January 1, 2009, the Company adopted SFAS 157 for its non-financial assets and non-financial liabilities.  Effective January 1, 2008, the Company adopted SFAS 157 for its financial assets and liabilities. SFAS 157 establishes a new framework for measuring fair value and expands disclosure requirements. SFAS 157 defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants.  The adoption of SFAS 157 did not have a material impact on our fair value measurements.
SFAS 157's valuation techniques are based on observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair value hierarchy:  Level 1 - Quoted prices for identical instruments in active markets. Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant value drivers are observable. Level 3 - Valuations derived from valuation techniques in which significant value drivers are unobservable.
Investment securities are carried at fair value using level one inputs. The Company owns 1,000,000 shares of Family Memorials, Inc. a company that is publicly traded on the Toronto Stock Exchange. At July 3, 2009, the stock traded at $.14 per share which falls within the Level 1 fair value hierarchy in its entirety. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates fair value because of the short-term nature of these instruments. The long and short-term debt instruments bear interest at variable rates, which at July 4, 2009 we estimate approximate fair value because they are at market rates.
Certain assets are measured at fair value on a nonrecurring basis. They are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The Company measures goodwill, intangible assets and long-lived assets held for sale at fair value on a nonrecurring basis. At July 4, 2009 and December 31, 2008, these assets did not require fair value disclosures under the provisions of SFAS No. 157.

(14)

Asset Purchase

On April 17, 2009, Rock of Ages Canada, ("ROA Canada"), a wholly owned subsidiary of the Company, completed the purchase of the real and personal property comprising the Polycor Stanstead Quarry, located in Stanstead, Quebec, Canada from Carrieres Polycor, Inc. ("Polycor").  The purchase price for the quarry, building and inventory was $1.3 million CDN. This purchase was funded by ROA Canada's line of credit with the Royal Bank of Canada. In connection with the purchase, Polycor entered into an agreement that limits Polycor from owning or operating a quarry similar to the Stanstead Gray quarry within fifty kilometers of Stanstead, Quebec.  This agreement also prohibits Polycor from soliciting ROA Canada's customers for sales of gray granite. In connection with the purchase, ROA Canada also entered into a 30 year supply agreement with Polycor, whereby ROA Canada must supply Polycor with standard blocks not to exceed 300 cubic meters (or 10,594 cubic feet) a month at ROA Canada's best price offered to other quarry customers less a 10% discount on first grade granite if paid within thirty days.  ROA Canada also assumed the remaining three years of supply agreements with two unrelated granite manufacturers. The acquisition did not meet the definition of a business and therefore was accounted for as an asset purchase.

(15)

Assets Held For Sale

As of July 4, 2009 the Company held various assets for sale, which were no longer being used in production, totaling $831,000 compared with $477,000 at December 31, 2008.  These assets have been classified as current assets held for sale and are being actively marketed.  The estimated sales prices for the assets are expected to exceed the carrying values therefore no impairments were recognized in 2009.

(16)

Investment in VIKA

On June 30, 2009, the Company agreed to sell its one-third ownership interest in VIKA to the remaining VIKA shareholder for $170,583 payable in four equal installments of $42,646 due from July to October 2009. In conjunction with this sale the Company entered into an exclusive distribution agreement with VIKA pursuant to which the Company has the exclusive worldwide right to sell and distribute all quarried products of VIKA including slabs and other finished products. The investment in VIKA was fully written-off in 2007. Due to the uncertainty of collections, the Company will recognize a gain on the sale of its ownership interest in VIKA as cash is received.

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Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
Rock of Ages is an integrated quarrier and manufacturer of granite and products manufactured from granite. During the first half of 2009, we had two business segments:  quarry and manufacturing. The quarry division sells granite blocks to the manufacturing division and to outside manufacturers, as well as to customers outside North America. The manufacturing division's principal products are granite memorials and mausoleums used primarily in cemeteries. It also manufactures specialized granite products for industrial applications.
Historically, the Company's operations have experienced certain seasonal patterns. Generally, our net sales have been highest in the second or third quarter and lowest in the first quarter of each year due primarily to weather. Cemeteries in northern areas generally do not accept granite memorials during winter months when the ground is frozen because they cannot be properly set under those conditions. In addition, we either close or reduce the operations of our Vermont and Canadian quarries during these months because of increased operating costs attributable to adverse weather conditions. As a result, we have historically incurred a significant net loss during the first three months of each calendar year and normally have a year-to-date net loss at the end of the first half of the year as well.
In the first half of 2009 revenue decreased 10% to $20.4 million from $22.7 million for the same period last year, but gross profit increased 11% to $4.1 million from $3.6 million. SG&A expenses decreased 3% and unallocated corporate overhead decreased 20% to $1.7 million from $2.2 million. The net loss for the first six months of 2009 was $1.3 million or $0.18 per share compared to a loss from continuing operations of $2.4 million or $0.33 per share for the same period in 2008. The net loss for the first six months of 2008 was $2.6 million or $0.35 per share, which included a loss from discontinued operations of $142,000 or $.02 per share.
Critical Accounting Policies
General
Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.
Our critical accounting policies are as follows:  revenue recognition, impairment of long-lived assets, valuation of deferred tax assets, accounting for pensions and other post-employment benefits and valuation of inventory. There have been no material changes in the Company's critical accounting policies or changes in the methodology applied by management for critical accounting policies from what was previously disclosed in our most recent Form 10-K.
Results of Operations The following table sets forth certain statement of operations data as a percentage of total net revenues with the exception of quarry and manufacturing gross profit and SG&A expenses, which are shown as a percentage of their respective segment's net revenues.

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	Three Months Ended				Six Months Ended
	July 4, 2009		June 28, 2008		July 4, 2009		June 28,2008
Net Revenues:
Quarry	47.9%		38.8%		49.3%		45.0%
Manufacturing	52.1%		61.2%		50.7%		55.0%
Total net revenues	100.0%		100.0%		100.0%		100.0%
Gross Profit:
Quarry	25.2%		20.8%		7.5%		6.5%
Manufacturing	32.4%		29.9%		12.4%		23.8%
Total gross profit	29.0%		26.3%		19.9%		16.0%
Selling, general and administrative expenses:
Quarry	8.4%		11.1%		11.3%		12.0%
Manufacturing	14.1%		11.7%		19.6%		16.3%
Corporate overhead	4.8%		6.2%		8.5%		9.6%
Effect of pension  curtailment	-		-		0.5%		-
Total SG&A expenses	16.2%		17.6%		24.5%		23.9%
Income (loss) from continuing operations before interest and income taxes	12.8%		8.7%		(4.6%	)	(7.9%)
Other income, net	(0.3%	)	(0.4%	)	(0.7%	)	(0.5%)
Interest expense	2.3%		2.5%		2.6%		3.1%
Income (loss) from continuing operations before income taxes	10.8%		6.6%		(6.5%	)	(10.5%)
Income tax expense	0.9%		1.5%		0.1%		0.2%
Income (loss) from continuing operations	9.9%		5.1%		(6.6%	)	(10.7%)
Discontinued operations	-		-		-		(0.6%)
Net income (loss)	9.9%		5.1%		(6.6%	)	(11.3%)

Three Months Ended July 4, 2009 Compared to Three Months Ended June 28, 2008

On a consolidated basis for the three-month period ended July 4, 2009, compared to the three-month period ended June 28, 2008, revenue increased slightly, less than 1%, gross profit increased 11% and total SG&A expenses, including corporate overhead, decreased 8%.  The Company reported a net profit of $1.4 million in the second quarter of 2009 compared with a profit of $727,000 for the second quarter of 2008.

Quarry Segment Analysis

Revenue in our quarry division for the three-month period ended July 4, 2009 of $6.9 million was up 24% from the three-month period ended June 28, 2008, of $5.6 million. Strong demand for our Bethel White and Salisbury Pink granites, both primarily export granites, contributed to the increase. The other quarries were either comparable or down slightly from the prior period.  

Productivity improvements such as the diamond wire sawing technology and the extension of electric power lines into the Bethel quarry are showing positive results as the gross profit increased 51% or $592,000 from the same period last year.

SG&A expenses decreased 5% or $32,000 due to staffing reductions, lower bad debt expense, decreased office expenses and lower export costs due to the decrease in the euro compared to the same time last year. These decreases were somewhat offset by increased convention expenses and professional services related to an appeal of our local property taxes.

Due to all of the factors listed above, the quarry division operating income more than doubled to $1.2 million from $500,000.

Manufacturing Segment Analysis

Revenue in our manufacturing division for the three-month period ended July 4, 2009 decreased 14% or $1.3 million from the three-month period ended June 28, 2008. Most of the decrease in the manufacturing segment revenue reflected weakness in the precision products division, whose customers have been hard hit by the recession, a small decrease in mausoleum sales and the decrease in the value of the Canadian dollar relative to the U.S. dollar compared to last year at this time.

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Gross profit dollars from the manufacturing division decreased only 7% or $189,000 while gross profit as a percentage of manufacturing revenue increased by 2.4 percentage points for the three-month period ended July 4, 2009 compared to the three-month period ended June 28, 2008. The increase in the gross profit percentage is primarily the result of decreased labor and supplies costs. 

SG&A costs for the three-month period ended July 4, 2009 for the manufacturing division increased $30,000 or 3% compared to the three-month period ended June 28, 2008. This increase is due primarily to an increase in bad debt expense.

Consolidated Items

Corporate overhead, consisting of operating costs not directly related to an operating segment, decreased 22%, or $222,000, for the three-month period ended July 4, 2009 compared to the three-month period ended June 28, 2008 due to the reduction in personnel and related costs.

Other income, which includes rental income from non-operating properties, was comparable to the same period last year.

Net interest expense decreased $20,000, or 6%, for the three-month period ended July 4, 2009 compared to the three-month period ended June 28, 2008 reflecting a reduced level of debt which was offset largely by an increased interest rate which took effect in April 2009 when our lenders granted a waiver for non-compliance with certain covenants contained in our Amended and Restated Financing Agreement. In consideration of the consents and waivers the unused line fee went from .25% to .50% and the existing interest rate pricing grid was changed and interest rates increased approximately 3%.

Income tax expense was $135,000 for the three-month period ended July 4, 2009, compared to $223,000 for the same three-month period in 2008. The tax expense reported in both periods was entirely due to our Canadian subsidiary and is less in 2009 than 2008 due to lower net income in our Canadian subsidiary in 2009 and the effect of the decrease in the exchange rate. During the second quarter of both years we continued to fully reserve against all our U.S. deferred tax assets.

Six Months Ended July 4, 2009 Compared to Six Months Ended June 28, 2008

On a consolidated basis for the six-month period ended July 4, 2009, compared to the six-month period ended June 28, 2008, revenue decreased 10%, gross profit increased 11% and total SG&A expenses, including corporate overhead, decreased 10%.  The Company reported a net loss of $1.3 million in the first six months of 2009 compared with a loss of $2.6 million for the first half of 2008.

Quarry Segment Analysis

Revenue in our quarry division for the six-month period ended July 4, 2009 of $10.0 million was down $193,000 or 2% from the six-month period ended June 28, 2008, of $10.2 million. Bethel White sales of $2.5 million in 2009 were more than double the amount of last year of $1.1 million, and all other quarries were either comparable or down from the prior year. Demand for Barre Gray, which is mainly used in monuments, was down 7% from the prior year and, due to management issues there was very little production in the quarry in the Ukraine, therefore there were no sales of Galactic Blue in the first six months of 2009 compared to $500,000 in the same period of 2008. The management issues have been addressed and we expect modest production of Galactic Blue going forward. While the Company sold its ownership interest in the Ukrainian quarry in June 2009, we continue to have exclusive rights to sell all production.

Productivity improvements such as the diamond wire sawing technology and the extension of electric power lines to the Bethel quarry are showing positive results as the gross profit increased 129% or $857,000 from the same period last year.

SG&A expenses decreased 8% or $94,000 due to staffing reductions, lower bad debt expense, decreased office expenses and lower export costs due to the decrease in the euro compared to the same time last year. These decreases were somewhat offset by increased professional services related to an appeal of our local property taxes.

Quarry division operating income increased $951,000 from a loss of $560,000 at June 28, 2008 to a profit of $391,000 at July 4, 2009.

Manufacturing Segment Analysis

Revenue in our manufacturing division for the six-month period ended July 4, 2009 decreased 17%, or $2.2 million, from the six-month period ended June 28, 2008. Most of the decrease in the manufacturing segment revenue reflected weakness in the precision products division, whose customers have been hard hit by the recession, lower sales to PKDM, the owners of our former retail division, a small decrease in mausoleum sales and the decrease in the value of the Canadian dollar relative to the U.S. dollar compared to last year at this time.

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Gross profit dollars from the manufacturing division decreased 15% or $441,000 while gross profit as a percentage of manufacturing revenue increased by .7 percentage points for the six-month period ended July 4, 2009 compared to the six-month period ended June 28, 2008. The increase in the gross profit percentage is primarily the result of decreased labor and supplies costs offset by the effect of overall reduced shipments. 

SG&A costs for the six-month period ended July 4, 2009 for the manufacturing division decreased slightly compared to the six-month period ended June 28, 2008. This decrease is due primarily to the decrease in the value of the Canadian dollar relative to the U.S. dollar offset largely by an increase in bad debt expense.

Consolidated Items

Corporate overhead, consisting of operating costs not directly related to an operating segment, decreased 20%, or $443,000, for the six-month period ended July 4, 2009 compared to the six-month period ended June 28, 2008 due to the reduction in personnel and related costs throughout 2008.

Effective March 31, 2009, the Company's defined benefit pension plan was amended by freezing membership and future benefits in the plan. Accordingly, we recognized an additional pension expense of $95,000 as the effect of the pension curtailment in the first half of 2009. If the pension plan had not been frozen, the pension expense for the year would have been $1.3 million. Because the plan was frozen, the 2009 pension expense will be $760,000, which includes the $95,000 expense for the effect of the curtailment.

Other income, which includes rental income from non-operating properties, at $144,000 for the six-month period ended July 4, 2009, was 17% higher than the same period last year.

No interest expense has been allocated to discontinued operations in 2009 and $23,000 was allocated in the first half of 2008. Net interest expense, including amounts allocated to discontinued operations, decreased $194,000, or 27%, for the six-month period ended July 4, 2009 compared to the six-month period ended June 28, 2008 reflecting a reduced level of debt partially offset by an increased interest rate due to the lenders granting a waiver for non-compliance with certain covenants contained in our Amended and Restated Financing Agreement. In consideration of the consents and waivers the unused line fee went from .25% to .50% and the existing interest rate pricing grid was changed and interest rates increased approximately 3%.

Income tax expense was $19,000 for the six-month period ended July 4, 2009, compared to $57,000 for the same six-month period in 2008. The tax expense reported in both periods was entirely due to our Canadian subsidiary and is less in 2009 than 2008 due to lower net income in our Canadian subsidiary in 2009 and the effect of the decrease in the exchange rate. During the second quarter of both years we continued to fully reserve against all our U.S. deferred tax assets.

Liquidity and Capital Resources

Historically, we have met our short-term liquidity requirements primarily from cash generated by operating activities and periodic borrowings under the commercial credit facilities, lead by CIT Business Group, which is scheduled to expire in October 2012. We rely on CIT Business Group, a subsidiary of CIT Group, Inc. ("CIT") to fund our working capital needs. Beginning in the second quarter of 2009, a number of concerns have been raised, including those by CIT, around CIT's liquidity and whether it could continue to operate without additional funding or government assistance. On July 20, 2009, CIT Group announced a restructuring plan and that it had secured $3 billion in short-term funding from private sources, although if CIT's financial condition continues to worsen or its operations are adversely affected for any reason, it may not be able to continue to honor its commitment to the Company under the credit facility.  

During 2009, the Company has consistently had positive cash flow that has been used to reduce its borrowings on the line of credit. Management believes that it has adequate funds available for current operations and continues to monitor the situation closely, including discussions with the co-lender of the facility and their commitment under the facility.

We have historically contributed between $800,000 and $1.0 million per year to the defined benefit pension plan.  The Company is not required to make any contribution in 2009, however we expect to contribute $750,000 to the defined benefit plan this year, which, we believe, we will be able to fund either from cash from operations or borrowing under our credit facilities.  See note 9 of the Notes to Unaudited Consolidated Financial Statements.

Our primary need for capital will be to maintain and improve our quarry and manufacturing facilities.  We have approximately $2.1 million planned for capital expenditures in 2009 (excluding the purchase of land and granite reserves). We believe we will be able to fund these capital expenditures either from cash from operations or borrowings under our credit facilities.

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On April 17, 2009, ROA Canada signed an Asset Purchase Agreement and completed the purchase of the real and personal property comprising the Polycor Stanstead Quarry, located in Stanstead, Quebec, Canada from Carrieres Polycor, Inc. ("Polycor"). The purchase price for the quarry, building and inventory was $1.3 million CDN. This purchase was funded by ROA Canada's line of credit with the Royal Bank of Canada and has been completely repaid at July 4, 2009.

Cash Flows

At July 4, 2009, we had cash and cash equivalents of $315,000 and working capital of $18.5 million, compared to $888,000 of cash and cash equivalents and working capital of $20.5 million at June 28, 2008.

Cash Flows from Operations. Net cash provided by operating activities was $6.6 million in the six-month period ended July 4, 2009 compared to $247,000 in the same six-month period of 2008. The increase in cash flow from operations is due primarily to a lower net loss in 2009, the increase in the amount of collections on accounts receivable and the decrease in inventory in the first half of 2009. 

Cash Flows from Investing Activities. Cash flows used in investing activities were $2.3 million in the first six months of 2009 compared to $5.0 million provided by investing activities in the six-month period ended June 28, 2008. In 2009, we purchased property, plant and equipment (PP&E) totaling $1.2 million and land and granite reserves in Canada for $1.3 million. In the first half of 2008 we purchased $2.5 million of PP&E and paid the remainder of $179,000 for a customer list in Canada which was offset by proceeds from the sale of the retail division totaling $7.7 million. Cash used in investing activities comes from either borrowings under our credit facilities or from operations.

Cash Flows from Financing Activities. Net cash used in financing activities in the six-month period ended July 4, 2009 was $4.8 million which consisted of repayments on the long-term debt of $135,000 and net repayments on the revolving line of credit of $4.7 million. This compares to $6.3 million used in financing activities in the six-month period ended June 28, 2008 which consisted of repayments on the long-term debt of $4.7 million and net repayments on the revolving line of credit of $1.6 million.

CIT Credit Facility

We have a credit facility with the CIT Group/Business Credit and Chittenden Trust Company (the "Lenders") that is scheduled to expire in October 2012 and is secured by substantially all assets of the Company located in the United States. The facility consists of an acquisition term loan line of credit of up to $30.0 million and a revolving credit facility of up to another $20.0 million based on eligible accounts receivable, inventory and certain fixed assets. Amounts outstanding were $2,715,000 and $13,991,000 as of July 4, 2009 and $8,873,000 and $14,356,000 as of June 28, 2008 on the revolving credit facility and the term loan line of credit, respectively. The credit facility financing agreement places restrictions on our ability to, among other things, sell assets, participate in mergers, incur debt, pay dividends, make capital expenditures, repurchase stock and make investments or guarantees, without pre-approval by the Lenders.  The financing agreement also contains certain covenants for a Minimum Fixed Charge Coverage Ratio (the "Ratio") and a limit on the Total Liabilities to Net Worth Ratio of the Company. Due to the non-cash impairment charges on the write-down of inventory and the corporate building, we were in violation of the fixed charge coverage ratio covenant at December 31, 2008. We received a waiver of this covenant from the Lenders and amended the agreement as of March 30, 2009.

Minimum Fixed Charge Coverage Ratio. The credit facility requires the ratio of the sum of earnings before interest, taxes, depreciation and amortization (EBITDA), to the sum of income taxes paid, capital expenditures, interest and scheduled debt repayments be at least 1.10 for the trailing twelve-month period at the end of each quarter. The Company was in compliance with the Ratio covenant at July 4, 2009.

Total Liabilities to Net Worth Ratio. The credit facility also requires that the ratio of our total liabilities to net worth (the "Leverage Ratio") not exceed 2.25 for the first two quarters of 2009 and 2.00 for the remainder of the term of the loan. The Leverage Ratio excludes from the calculation the change in tangible net worth directly resulting from the Company's compliance with SFAS No. 158 of $6.0 million. In relevant part, SFAS No. 158 required us to place on our books certain unrecognized and unfunded retirement liabilities beginning December 31, 2006.  As of July 4, 2009, we were in compliance with the Leverage Ratio covenant.

Interest Rates. We can elect the interest rate under the credit facility based on the prime rate or LIBOR for both the revolving credit facility and the term loan. The revolving credit facility's rate is based on Prime plus 3% or LIBOR plus 4% with a 2% floor for LIBOR. The term loan's rate is based on Prime plus 3.5% or LIBOR plus 4.5% with a 2% floor for LIBOR.

19

The rates in effect as of July 4, 2009 were as follows:

		Amount	Formula	Effective Rate
Revolving Credit Facility	$	2.7 million	Prime + 3.00%	6.25%
Term Loan		14.0 million	Prime + 3.50%	6.75%

Canadian Credit Facility

The Company's Canadian subsidiary has a line of credit agreement with the Royal Bank of Canada that is renewable annually. Under the terms of this agreement, a maximum of $4.0 million CDN may be advanced based on eligible accounts receivable, eligible inventory, and tangible fixed assets.  The line of credit bears interest at the U.S. prime rate.  There were no borrowings outstanding as of July 4, 2009 and June 28, 2008.

Off-Balance Sheet Arrangements

With the exception of our operating leases and obligations under supply agreements, we do not have any off-balance sheet arrangements, and we do not have, nor do we engage in, transactions with any special purpose entities.

Item 3.	Quantitative and Qualitative Disclosures About Market Risk
The Company has financial instruments that are subject to interest rate risk, principally debt obligations under its credit facilities. Historically, the Company has not experienced material gains or losses due to interest rate changes. Based on the July 4, 2009 outstanding borrowings under the credit facility of $16.7 million, the impact of a 1% increase in the interest rates would be approximately $167,000 a year.
The Company is subject to foreign currency exchange rate risk primarily from the operations of its Canadian subsidiary. At July 4, 2009, the Canadian subsidiary had net assets of $9.8 million exposed to changes in the Canadian/U.S. dollar exchange rate.  The impact of the change in the exchange rate in the first six months of 2009 was $448,000 due to an increase in the value of the Canadian dollar as compared to the U.S. dollar at December 31, 2008.
Item 4.	Controls and Procedures

Disclosure Controls and Procedures. The Company's management, with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's CEO and CFO have concluded, that the Company's disclosure controls and procedures are effective in identifying, on a timely basis, material information required to be disclosed in our reports filed or submitted under the Exchange Act. Management has concluded that the consolidated financial statements in this Form 10-Q fairly present, in all material respects, the Company's financial position, results of operations and cash flows for the periods and dates presented.

Changes in Internal Control Over Financial Reporting. There have been no significant changes in the Company's internal control over financial reporting identified during the quarter ended July 4, 2009.

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings
We are a party to legal proceedings that arise from time to time in the ordinary course of our business. While the outcome of these proceedings cannot be predicted with certainty, we do not expect them to have a material adverse effect on our business or financial condition.
The Company carries insurance with coverage that it believes to be customary in its industry. Although there can be no assurance that such insurance will be sufficient to protect us against all contingencies, management believes that its insurance protection is reasonable in view of the nature and scope of our operations.

20

Item 1A.	Risk Factors
There has been one material change to the risk factors previously disclosed in Part I, Item 1A of the Company's 2008 Annual Report.
We rely on the CIT Group to fund our working capital needs.
The Company relies on its credit facility for working capital needs. The lead agent/administrator on the credit facility is CIT Business Group, a subsidiary of CIT Group, Inc. ("CIT").  Beginning in the second quarter of 2009, a number of concerns have been raised, including those by CIT, around CIT's liquidity and whether it could continue to operate without additional funding or government assistance.  On July 20, 2009, CIT announced it had secured $3 billion in short-term funding from private sources, although if CIT's financial condition continues to worsen or its operations are adversely affected for any reason it may not be able to continue to honor its commitment to the Company under the credit facility. If CIT can no longer honor its commitment before the Company can secure other funding sources we cannot provide assurance that we will be able to secure other sources of financing to meet all of our cash needs which would  have a material and adverse impact on the Company's business.

Item 4.            Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of stockholders on June 25, 2009 (the "Annual Meeting"), to elect two Class III directors, to ratify the selection of Grant Thornton LLP as the Company's registered public accounting firm for the 2009 fiscal year and to consider and vote upon a proposal to reincorporate the Company from Delaware to Vermont (the "Reincorporation Proposal").

Kurt M. Swenson and Richard C. Kimball were elected to serve as Class III directors for a three-year term expiring at the annual meeting of stockholders in 2012 and until their successors are duly elected and qualified. Pamela G. Sheiffer, Frederick E. Webster Jr. and Donald M. Labonte continue to serve as Class II directors for a term expiring at the annual meeting of stockholders in 2011 and until their successors are duly elected and qualified.  James L. Fox and Charles M. Waite continue to serve as Class I directors for a term expiring at the annual meeting of stockholders in 2010 and until their successors are duly elected and qualified.

The following table sets forth the number of votes cast for, against or withheld, as well as the number of abstentions, as to the election of each of Kurt M. Swenson and Richard C. Kimball and the ratification of the selection of Grant Thornton LLP as the Company's registered public accounting firm of the 2009 fiscal year. The proxies declined to vote on the Reincorporation Proposal due to certain omissions of materials from the proxy statement. This proposal is expected to be resubmitted to the shareholders for approval in the fourth quarter of 2009.

	Votes For	Votes Withheld/ Votes Against	Abstentions
Election of
Kurt M. Swenson	27,709,406	298,525	-
Richard C. Kimball	27,137,466	870,465	-
Grant Thornton LLP	27,878,379	124,410	5,139

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Item 6.		Exhibits
	Number	Exhibits
	3.1	Amended and Restated Certificate of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997.
	3.2	Amended and Restated By-Laws of the Registrant (as amended through November 16, 2007) incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K dated November 16, 2007.
	4	Specimen Certificate representing the Class A Common Stock incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form S-1 (Registration No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997and declared effective on October 20, 1997.
	10.1	First Amendment to Amended and Restated Financing Agreement dated March 30, 2009 by and between the CIT Group/Business Credit, Inc. and Carolina Quarries, Inc., Pennsylvania Granite Corp., Keith Monument Company, LLC, Rock of Ages Memorials, Inc., Sioux Falls Monument Co. and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K and filed with the Securities and Exchange Commission on March 31, 2009).
	10.2	Asset Purchase Agreement dated April 17, 2009 by and between Rock of Ages Canada, a wholly owned subsidiary of Rock of Ages Corporation and Carrieres Polycor, Inc. for the purchase of real and personal property comprising the Polycor Stanstead Quarry, located in Stanstead, Quebec (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the commission on May 19, 2009). This exhibit is the original French version of the agreement.
	10.3	Asset Purchase Agreement dated April 17, 2009 by and between Rock of Ages Canada, a wholly owned subsidiary of Rock of Ages Corporation and Carrieres Polycor, Inc. for the purchase of real and personal property comprising the Polycor Stanstead Quarry, located in Stanstead, Quebec (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed with the commission on May 19, 2009). This exhibit is an English translation of the original French agreement.
	10.4	Form of Collective Bargaining Agreement dated April 25, 2009 by and between Rock of Ages Corporation - Quarry Division and the United Steelworkers of America, AFL-CIO-CLC on behalf of Amalgamated Local #4.
	10.5	Form of Collective Bargaining Agreement dated April 25, 2009 by and between Rock of Ages Corporation - Manufacturing Division and the United Steelworkers of America, AFL-CIO-CLC on behalf of Amalgamated Local #4.
	10.6	Form of Collective Bargaining Agreement dated April 25, 2009 by and between Rock of Ages Corporation - Manufacturing Division and the Granite Cutter's Association.
	31.1	Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURE

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 hereunto duly authorized.

	ROCK OF AGES CORPORATION
Dated: August 14, 2009	By: /s/ Laura A Plude                                                     Laura A. Plude        Vice President, Chief Financial Officer and Treasurer        (Duly Authorized Officer and Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Number	Exhibits
3.1	Amended and Restated Certificate of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997.
3.2	Amended and Restated By-Laws of the Registrant (as amended through November 16, 2007) incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K dated November 16, 2007.
4	Specimen Certificate representing the Class A Common Stock incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form S-1 (Registration No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997and declared effective on October 20, 1997.
10.1	First Amendment to Amended and Restated Financing Agreement dated March 30, 2009 by and between the CIT Group/Business Credit, Inc. and Carolina Quarries, Inc., Pennsylvania Granite Corp., Keith Monument Company, LLC, Rock of Ages Memorials, Inc., Sioux Falls Monument Co. and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K and filed with the Securities and Exchange Commission on March 31, 2009).
10.2	Asset Purchase Agreement dated April 17, 2009 by and between Rock of Ages Canada, a wholly owned subsidiary of Rock of Ages Corporation and Carrieres Polycor, Inc. for the purchase of real and personal property comprising the Polycor Stanstead Quarry, located in Stanstead, Quebec. This exhibit is the original French version of the agreement.
10.3	Asset Purchase Agreement dated April 17, 2009 by and between Rock of Ages Canada, a wholly owned subsidiary of Rock of Ages Corporation and Carrieres Polycor, Inc. for the purchase of real and personal property comprising the Polycor Stanstead Quarry, located in Stanstead, Quebec. This exhibit is an English translation of the original French agreement.
10.4	Form of Collective Bargaining Agreement dated April 25, 2009 by and between Rock of Ages Corporation - Quarry Division and the United Steelworkers of America, AFL-CIO-CLC on behalf of Amalgamated Local #4.
10.5	Form of Collective Bargaining Agreement dated April 25, 2009 by and between Rock of Ages Corporation - Manufacturing Division and the United Steelworkers of America, AFL-CIO-CLC on behalf of Amalgamated Local #4.
10.6	Form of Collective Bargaining Agreement dated April 25, 2009 by and between Rock of Ages Corporation - Manufacturing Division and the Granite Cutter's Association.
31.1	Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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EX-10.4

Agreement Between

UNITED STEELWORKERS

AFL-CIO-CLC

On behalf of USW

AMALGAMATED LOCAL #4

and

ROCK OF AGES CORPORATION

Quarry Division

April 25, 2009 - April 27, 2012

Table of Contents

AGREEMENT ............................................................................................................................... 4

ARTICLE 1Term ........................................................................................................................... 4

            1.1 Term .............................................................................................................................. 4

ARTICLE 2 Hours of Work - - Overtime ....................................................................................... 4

            2.1 Hours ............................................................................................................................ 4

            2.2 Overtime and Premium Pay ......................................................................................... 4

            2.3 Call-In Pay .................................................................................................................... 5

            2.4 Subcontract ................................................................................................................... 5

            2.5 Absence from Work ..................................................................................................... 5

ARTICLE 3 Interdivisional Job Opportunities ............................................................................ 5

            3.1 Layoff ........................................................................................................................... 5

            3.2 Maintenance Operations ............................................................................................. 6

ARTICLE 4 Wages ........................................................................................................................ 6

            4.1 Wage Increases and Minimum Wages ....................................................................... 6

            4.1(a) Job categories .......................................................................................................... 6

            4.2 Maintenance of Personal Rate .................................................................................... 7

            4.3 Learner and Bid Rate .................................................................................................. 7

            4.4 Wage Adjustment ........................................................................................................ 7

            4.5 Period of Experience .................................................................................................... 8

            4.6 Shift Differential .......................................................................................................... 8

            4.7 Supplemental Provisions ...............................................................................................8

            4.8 Partners in Productivity Program .............................................................................. 10

            4.9 Jury Duty .................................................................................................................... 11

ARTICLE 5 Military Service ...................................................................................................... 11

            5.1 Military Service .......................................................................................................... 11

ARTICLE 6 Holidays .................................................................................................................. 11

            6.1 Paid Holidays ............................................................................................................. 11

ARTICLE 7 Vacation .................................................................................................................. 12

            7.1 General ....................................................................................................................... 12

            7.2 Vacation Payments .................................................................................................... 14

            7.3 Amount of Vacation ................................................................................................... 14

ARTICLE 8 Bereavement/Birth of a Child ............................................................................... 16

            8.1 Bereavement Pay ...................................................................................................... 16

            8.2 Birth of a Child .......................................................................................................... 16

            8.3 Five (5) Days .............................................................................................................. 16

            8.4 One (1) Day ................................................................................................................ 16

ARTICLE 9 Group Insurance .................................................................................................... 16

            9.1 Group Insurance ........................................................................................................ 16

            9.2 Benefits ...................................................................................................................... 16

            9.3 Contributions .............................................................................................................. 18

            9.4 Disability ..................................................................................................................... 19

            9.5 Retired Employees ..................................................................................................... 19

            9.6 Consultant ................................................................................................................... 19

1

            9.7 Insurance Objectives ................................................................................................. 19

            9.8 Delinquency ................................................................................................................ 19

            9.9 Workers Compensation ............................................................................................. 20

ARTICLE 10 Pension Plan Agreement ....................................................................................... 20

            10.1 Merger of the Pension Plan ......................................................................................20

            10.2 Incorporated Documents ..........................................................................................20

            10.3 Contribution Rate .................................................................................................... 20

            10.4 Covered Employees..................................................................................................21

            10.5 Hours Worked...........................................................................................................21

            10.6 Payment of Contributions.........................................................................................21

            10.7 Coverage - Newly Hired Employees Not Previously Covered............................. 21

            10.8 Coverage - Newly Hired Employees Who Were Previously Covered.................. 21

            10.9 Contribution Reports and Data................................................................................ 21

            10.10 Delinquent Employers.............................................................................................21

ARTICLE 11 401(k) Plan ............................................................................................................ 22

            11.1 401 (k) Plan ............................................................................................................... 22

ARTICLE 12 Seniority ................................................................................................................ 22

            12.1 Seniority .................................................................................................................... 22

            12.2 Seniority Rosters ...................................................................................................... 24

            12.3 General Leave of Absence ....................................................................................... 24

            12.4 Transferring out of the Bargaining Unit .................................................................. 24

            12.5 New Employees ........................................................................................................ 24

            12.6 Seasonal Winter Layoff ........................................................................................... 24

            12.7 Quarry Preference.....................................................................................................25

ARTICLE 13 Bonus Plan ............................................................................................................ 26

            13.1 Bonus Plan ................................................................................................................ 26

            13.2 Bonus Plan Payments ............................................................................................... 26

ARTICLE 14 Union Security ....................................................................................................... 27

            14.1 Mandatory Membership .......................................................................................... 27

            14.2 Location of Stewards ................................................................................................ 27

ARTICLE 15 Check-Off .............................................................................................................. 27

            15.1 Check-Off .................................................................................................................. 27

            15.2 Close-Out .................................................................................................................. 27

            15.3 Dues Penalty..............................................................................................................27

ARTICLE 16 Dispute Settlement ............................................................................................... 28

            16.1 Dispute Steps ............................................................................................................ 28

            16.2 Company Grievances ............................................................................................... 28

            16.3 Signed Grievances .................................................................................................... 28

            16.4 Rules .......................................................................................................................... 29

ARTICLE 17 Reserve for Inclement Weather - Power Failure ................................................. 29

            17.1 Reserve Hours .......................................................................................................... 29

            17.2 Power Failure ............................................................................................................ 30

ARTICLE 18 Non-discrimination ................................................................................................ 30

            18.1 Non-discrimination ................................................................................................... 30

2

ARTICLE 19 Union Representatives ......................................................................................... 31

            19.1 Union Representatives ............................................................................................. 31

ARTICLE 20 Suspension of Operations ..................................................................................... 31

            20.1 Suspension Notice .....................................................................................................31

ARTICLE 21 LABOR MANAGEMENT TEAM ...................................................................... 31

            21.1 LMT Formation ........................................................................................................ 31

ARTICLE 22 Safety Rules .......................................................................................................... 32

            22.1 Safety Issues ............................................................................................................. 32

            22.2 Safety Glasses ........................................................................................................... 32

            22.3 Safety Shoes and Gloves ........................................................................................... 32

            22.4 Rock Drilling .............................................................................................................. 33

ARTICLE 23 Management's Rights ............................................................................................ 33

            23.1 Management Rights .................................................................................................. 33

ARTICLE 24 Temporary Transfers ............................................................................................. 33

            24.1 Temporary Transfers ................................................................................................ 34

ARTICLE 25 Smoking .................................................................................................................. 34

            25.1 Smoking Policy .......................................................................................................... 34

ARTICLE 26 Discipline/Discharge ............................................................................................. 34

            26.1 Discipline & Discharge ............................................................................................ 34

            26.2 Written Warnings ..................................................................................................... 34

ARTICLE 27 Summer Employees .............................................................................................. 35

            27.1 Summer Help ............................................................................................................ 35

ARTICLE 28 Bethel Quarry........................................................................................................35

            28.1 Bethel Quarry Travel Expense.................................................................................35

SIGNATORY PAGE .....................................................................................................................36

HOLIDAY CALENDAR...............................................................................................................37

3

AGREEMENT

Agreement entered into as of  April 25, 2009  by and between ROCK OF AGES Corp. - Quarry Division  ("The Company"), its successors and assigns, and the UNITED STEELWORKERS, AFL-CIO‑CLC, on behalf of Amalgamated Local #4  ("The Union"). In consideration of the mutual covenants herein contained, it is agreed as follows:

ARTICLE 1

Term

1.1 Term

This Agreement shall be effective April 25, 2009 and shall continue in full force and effect through April 27, 2012 and from year to year thereafter, unless either party gives notice to the other, not less than sixty (60) days prior to April 27, 2012 or prior to April 27 of any year thereafter, that it desires to alter, amend or terminate any or all of the terms hereof.

ARTICLE 2

Hours of Work - Overtime

2.1 Hours

The normal work week will be eight (8) hours per day and forty (40) hours per week, Monday through Friday.   Normal work hours are 7:00 am to 12:00 Noon and 12:30 pm to 3:30 pm.

Employees are to be in the riding box or walking into the hole at 7:00 a.m. and 12:30 p.m.  The riding box shall be on top at 12:00 Noon and 3:30 p.m.

Hours of work are subject to change by mutual agreement between the Company and a majority vote of Union Members or by mutual agreement by a majority vote of the Union Members in a particular area and the Company, after a vote is taken supervised by the Union President or designee. For purposes of this section, Bethel and Barre shall be considered separate areas. Areas within Barre will be considered when requested by the parties.

2.2 Overtime and Premium Pay

(a) Employees shall receive time and one‑half pay for all hours worked outside the regular working hours as prescribed in Section 2.1 and for time worked during the normal lunch period. Employees who work on Saturdays shall receive time and one‑half pay.  Work shall be regarded as being performed on Saturday only if an employee's shift begins on Saturday. Employees who work on a Sunday or New Year's Day shall receive double time pay for hours worked.

Employees who work on a paid holiday shall receive holiday pay plus double time pay for hours worked.

4

(b) Overtime will be distributed as equitably as possible and will be assigned to employees who regularly work in the area requiring the overtime, unless special circumstances prevent such assignments. If unassigned work is to be performed, "area" refers to a specific quarry, such as Rock of Ages, Smith's, etc. The Company will make every effort to give as much advance notice as possible when overtime is required, giving tentative notice by Wednesday of the week for which Saturday work is necessary, except in emergency circumstances.

2.3 Call‑In Pay

If an employee is called back for unscheduled work at the specific request of the Company, he will be guaranteed pay as follows:

(a) If called to work on a Sunday or holiday, the equivalent of a minimum of three (3) hours' straight time pay at his regular hourly rate, or

(b) If called to work on a Saturday or a scheduled non‑work week day, the equivalent of a minimum of two (2)  hours' straight time pay at his regular hourly rate.

2.4 Subcontract

The Company may subcontract work, provided the intent is not to deprive employees of their normal employment.

2.5 Absence from Work

Employees are obligated to give notice to the Company on the day they are not able to report to work.  The employee must make every reasonable effort to notify the company before the start of their regular scheduled work shift and include the reason for absence or lateness.  The phone number listed below will have voice mail capability and time recognition feature so that in the event it is not immediately answered, then a message can be left by the employee.  An absence of three (3) consecutive scheduled workdays without notifying the Company will subject the employee to discipline, up to and including discharge. The quarry phone number is 802‑476‑ 2233.

ARTICLE 3

Interdivisional Job Opportunities

3.1 Layoff

In the event of a layoff of employees covered by this contract and if the Company has need for additional manpower in any of its other divisions in Barre or Bethel who are covered by contracts with the Union, the Company will offer these positions to the laid‑off employees by seniority subject to ability and physical fitness and a sixty (60) day, probationary period. The employee selected may accept the position offered or elect to take the layoff. During the probationary period, the successful employee may revert to layoff status at his option. If the position available is covered by a different contract, the employee shall not be required to change groups unless he is not returned to his former position within twelve (12) months.

5

The employee shall suffer no loss of seniority for such assignment when he is returned to his former position.  Employees will be returned to their former positions by seniority if and when work becomes available.

It is contemplated that the employees choosing to work in a new division will be assigned entry level positions. If the employee is assigned to a classification higher than laborer, grouter, plant sweeper, tool grinder or quarryman, the employee shall not hold the position for more than sixty (60) days without the consent of the Union. Those accepting assignment in another division will be the lowest in seniority in that division.

If an employee does not honor a recall notice to his former position, or is employed in the new division for more than twelve (12) months, his seniority in his prior division shall be lost and his seniority date in his new division shall be his start date with that division except if otherwise agreed by the Company and Union.

The Company and the Union agree that as a new and untested provision, either the Union or the Company may cancel this provision with thirty (30) days' prior written notice of cancellation.

3.2 Maintenance Operations

The Company has two (2) maintenance groups, one at the plant division (manufacturing plant, press roll plant and saw plant) and the other at the quarries division. The Union understands that there is a need for flexibility at the Company to assure that all equipment operates efficiently and timely. The Company understands that the seniority of both maintenance groups must be separate and that maintenance employees will normally work in their division.

The Company and Union agree that the Company may assign maintenance employees in one (1) division to work temporarily in the other division. The word temporarily is understood and agreed to cover sickness, vacations, injuries, operational emergencies, and/or the scope and duration of a particular project or projects.  It is not the intent of the Company to displace or replace a maintenance person in one (1) division with a person in another.

In the event the Union believes the Company has not complied with this provision, the Union may bring the situation in question to the LMT for resolution. If the matter cannot be resolved by the LMT, the Union shall have the right to grieve it.

ARTICLE 4

Wages

4.1 Wage Increases and Minimum Wages

Effective, April 26, 2009 the wage rate shall be: $19.45

Effective, May 2, 2010 the wage rate shall be: $19.95

Effective, May 1, 2011 the wage rate shall be: $20.45

4.1(a) Job categories

6

Quarry- Direct                                                          Quarry - -Service & Service Misc.                

Derrick man*                                                              Bar Mechanic/Hoist Mechanic/Bit Grinder*

Hoist operator*                                                           Machinist*                                                     

Equip. operator*                                                         Welder*                                 

Powderman*                                                               Mechanic*

Expeditor                                                                    Piper*

Quarryman / Drill Operator / Wiresaw Operator          Head Rigger

                                                                                   Electrician*                

                                                                                   Compressor Operator/Utility Truck Driver*  

                                                                                   Rigger/Carpenter*      

*Post for openings     

Definitions: Expeditor

An expeditor will not be allowed to hire, fire or discipline other employees. An expeditor can take the place of the foreman on a temporary basis when the foreman is absent. Normally, the expeditor will perform his regular job and assist the foreman as required to direct production and work flow.

An expeditor may not take the place of a worker or perform production work during the specific time that he is taking the place of an absent manager.  However he may demonstrate the use of any tool of the trade for instructional purposes.

Expeditor wage premium: An expeditor will receive at least $2.00/hr. over the minimum set wage for the quarry when performing this job.      

4.2 Maintenance of Personal Rate

All employees receiving more than the minimum wage rate  (effective May 3, 1997) for their job will retain that difference as a personal rate for the length of this contract unless they move to a different job, quit, terminate or retire from the Company.

4.3 Learner and Bid Rate

(a) A newly hired employee shall be classified as a learner and be paid a rate of 80% of the applicable journeyman rate for the first (1^st) calendar year and 90% of the applicable journeyman rate for the second (2^nd) calendar year. At the end of two (2) years the employee will receive the minimum set wage for the quarry.

(b) Any employee who successfully bids from one (1) job classification to a new job classification (except Learners) will be paid thirty cents ($.30)  per hour less than the minimum wage rate for a period of one (1)  year from the date of assuming the new position and thereafter will be paid the full rate.

Any Learner subject to Section 4.3 (a) above shall be paid the lower of the rates determined in accordance with Section 4.3 (a) or the rate under this section.

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4.4 Wage Adjustment

If at any time during the existence of this Agreement a wage increase should be granted, any employee receiving more than the minimum wage as provided in this Agreement shall receive the same wage adjustments but for no reason shall his wages be reduced before making said adjustments.

4.5 Period of Experience

Experience shall be based on time worked in a job position. All time worked in the position as a spare operator will be counted in determining the period of experience.

4.6 Shift Differential

Any employee on a second (2nd) or third (3rd) shift operation shall be paid a shift differential of seventy-five cents ($.75) per hour each hour worked.

4.7 Supplemental Provisions

(a) Only employees qualified under the "Safe Explosives Act of 2002" and all other explosives regulations, local, state and federal may handle explosives in any manner. When an employee is awarded the position of Powderman, the employee will receive the seventy-five cent ($.75) per hour premium during the entire time the employee holds the position. In the event the employee no longer holds the Powderman position, the premium of $.75 per hour will be discontinued.

            (b) Any employee shall be furnished a competent helper when needed.

(c) At all times when piping is being performed from the box, two (2) men shall be employed, one (1) of whom shall be from the area where the work is being performed.

(d) Employees shall be given time to reach a place of safety before battery is touched off.

(e) While employees are performing work in a quarry hole, other than pipe line thawing and general maintenance, a hoist operator and derrickman are to be on duty unless otherwise agreed upon by the Union.

(f) It is mutually agreed by both parties that types of labor performed for which no classification or minimum wage rates have been fixed can at any time be opened by either party and submitted to the negotiating committees of the Union and Company. The decisions of the conferees shall be subject to ratification by the Company and the Union.

(g) A foreman or assistant foreman may not take the place of any worker or perform any production work; he may, however, demonstrate the use of any tool of the trade for instructional purposes.

(h) The Company shall have at least the minimum, and not more than the maximum spare assignees set forth below:

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Quarry- Direct           min/max          Quarry- Service & Service Misc.                

Derrick man    2/6                               Piper    1/3                              

Hoist operator  3/6                                                     

Equip. operator   3/6                           Rigger (aloft)/Carpenter  1/4

                                                           Compressor Operator/UtilityTruck Driver 1/3

                                               Bit Grinder 1/1

                                               Carpenter 1/1

All spare positions will be filled in accordance with the provisions of Article 12. The first person bidding for the spare position shall be designated the # 1 spare, the second person bidding for the spare position in the same classification shall be designated the #2 spare, and so forth. In the event of a permanent opening in the classifications listed, the #1 spare shall be entitled to the permanent position. In the event the #1 spare refuses the permanent position, that employee drops to the bottom of the spare list. The permanent position will then be offered to each spare on the list in numerical order and each spare refusing the permanent position will likewise drop to the bottom of the spare list for that classification until the position is filled. If none of the spares take the position, the permanent position will be filled in accordance with the provisions of Article 12. If a permanent position having spares is eliminated, the man eliminated from the permanent position shall become the #1 spare. In such event, the maximum number of spares shall be increased by the number of permanent jobs eliminated. Any employee whose job is eliminated and becomes a spare shall not be required to drop any other spare position he may hold. For purposes of filling any temporary position, the Company may use any spare on the spare list for that classification.

The Company will not use employees other than spares to fill the temporary openings in the applicable classification, unless the spares for a particular classification are being utilized in that classification or are absent from work due to vacation, sickness, on‑the‑job injury or off‑the‑job injury or for any other reason.

(i) Pay day shall be weekly.  Payment for all work done in any given week shall be made not later than Friday of the following week.  All discharged employees will receive their pay by cash or check the day they are discharged.  All laid‑off employees are to receive pay by check or in cash on the regular pay day for the week of the layoff in person or by mail at the option of the employee. An employee leaving shall notify the Company and having complied with this requirement shall receive his pay in cash or check on the regular pay day for the week of separation in person or by mail at the option of the employee.

(j) Employees who through infirmity or other reasons are not able to earn the wage given in this Agreement may work for such wages as may be satisfactorily agreed upon between the employee, the Union and the Company.

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4.8 Partners in Productivity Program

Each regular, full-time Employee (excluding summer employees) shall be entitled to participate in an incentive program providing for monthly and annual payments for production efficiency.  For the months of March through December (inclusive) each year, the Company will pay each Employee a monthly payment of $1.00 for each .01 cubic foot of saleable cubic feet of granite produced in the Barre and Bethel quarries per man hour worked in that month in excess of 4.3 saleable cubic feet per man hour worked.  Payment will be made not later than the second (2nd) weekly pay period after the close of the month.

In addition to the monthly payment the Company will make an annual incentive payment to each Employee for the ten (10) month period of fiscal March through December equal to $25.00 for each .01 of saleable cubic feet produced per man hour worked in the ten (10) month period in excess of 4.3 cubic feet per man hour worked.

The total annual incentive payment, including monthly and year-end payouts, shall not exceed $4,500.

The months of January and February are excluded from both the monthly and annual incentive plan due to adverse weather conditions and probable layoffs in those months.

Monthly saleable cubic feet produced per man hour worked shall be determined by dividing the total saleable cubic feet quarried from the Company's Barre and Bethel, Vermont quarries each month from the beginning of fiscal March through the last day of quarry work in fiscal December by the total hours worked by the Employees covered by this Agreement during that month.

The annual payment will be based on total saleable cubic feet quarried and total hours worked for all ten (10) months. Total saleable cubic feet quarried shall be as determined by the Company and reflected on its books of account. Hours worked shall not include vacations, holidays, call out time or other paid, but unworked hours.

The President, or his approved designee, Treasurer and Staff Representative of the Union shall have the right to inspect the quarry production, quarry payroll and quarry hours worked records of the Company to verify the calculations under this section.

The annual payment will be made on the last work day before the annual Christmas holiday with any inquired adjustment for that last day being paid within seven (7) days. Payment will be prorated to the nearest one hundredth (.01) of a cubic foot.

Employees who quit or are terminated during the year shall not be entitled to any payment under this program. Employees who retire during the year or are absent due to an on‑the‑job or off- the‑job injury shall receive a pro rata share based on months worked during the year.

Employees who retire during a month or are absent due to an on‑the‑job or off‑the‑job injury shall receive the monthly payment on a pro rata share based on days worked in the month, except a person who is injured on the job will receive the full monthly payment for the month the injury occurred. In addition, absence due to vacation, holiday or bereavement will not be considered as time away from the job for purposes of the monthly payment.

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4.9 Jury Duty

An employee who is required to report for jury duty on a day when he otherwise would have worked shall receive a day's regular straight‑time pay for up to a maximum of twenty (20) days per calendar year. The Company can require verification of jury duty served.

It is understood that if an employee is released from jury duty so that he can reasonably report for work at least three (3) hours before the end of his scheduled shift, he must report for work on that day.

ARTICLE 5

Military Service

5.1 Military Service

 Employees' rights shall not be forfeited because of military service with the government.  The Company agrees to abide by national laws covering rehiring of veterans.

ARTICLE 6

Holidays

6.1 Paid Holidays

The following holidays shall be classified as paid holidays:  the day preceding Town Meeting Day, Town Meeting Day, Memorial Day,  Fourth of July,  Labor Day,  Rock of Ages Employee Appreciation Day (to be observed on the Tuesday following the Monday Labor Day), Veterans' Day, Thanksgiving Day,  Friday after Thanksgiving Day and Christmas Day.  In addition, there shall be a paid holiday for New Year's Day, subject to the following terms and conditions:   To be eligible for this holiday, an employee must satisfy all eligibility requirements of this Article.  In addition, the employee must work during the week in which the New Year's holiday falls. Payment of the Christmas holiday does not affect eligibility for the New Year's holiday. 

No holiday pay will be granted until an employee has been in the employ of the Company for a period of at least thirty (30) calendar days.  If an employee quits before he has thirty (30) working days' service, no holiday pay is due.  If he is laid off or discharged through no fault of his own before he has accumulated thirty (30) working days' service, any holiday which fell within the period of his employment and discharge or layoff becomes due and payable.   After thirty (30) days' service, any holiday which falls within the first thirty (30) days after a layoff becomes due and payable to the laid‑off employee.

During the week of a paid holiday, the employee must work a minimum of a full scheduled work week excluding the holiday or holidays less one (1) scheduled workday. Exceptions to the above rule can be made only by prior arrangements with management. Sickness during the week of holiday shall not disqualify an employee if he has notified his employer.

When a holiday falls within an employee's vacation week, the employee shall receive pay for that day in addition to vacation pay.

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If a man is injured on the job, he shall be eligible for holiday pay for one (1) year or as long as he is receiving Worker's Compensation provided his doctor states he will return to work.

A man absent because of an off‑the‑job accident or sickness shall be eligible for paid holidays for one (1) year during such time as he is eligible to draw accident and health benefits under the present health and welfare plan and/or Social Security disability benefits.

In the event of a State or Federal law affecting the date on which holidays are celebrated, the parties hereto will negotiate with respect to appropriate changes in this Article with the understanding that the number of holidays will remain the same as set forth above.

Employees who are laid off during either of the weeks in which Town Meeting days or Thanksgiving falls shall not be eligible for holiday pay in those weeks.  Instead, such employees must as individuals report to work on the first work day following the conclusion of any such layoff and such employees may collectively and mutually agree with the Company on days when they will take personal days off with pay if they were otherwise eligible for the holiday pay. Such personal days must be taken within thirty (30) days after the first work day following the conclusion of the layoff in question and if mutual agreement is not reached, the employees will receive pay in lieu of any holidays to which they were entitled.

ARTICLE 7

Vacation

7.1 General

The vacation period will be May 1 to May 1.  Employees will be required to use a full week of vacation during the week of July 4^th if the company chooses to shut down that week.  After the first week, or including the first week if the company chooses to remain open the week of July 4^th, each employee shall have free choice in selecting his vacation time, and such choice will be allowed insofar as possible. Applications for vacation shall be made to management by May 15 of each year. The company will notify employees of their intention to close the quarries for the week of July 4^th prior to the May 15th vacation request deadline.  If the Company has not denied the employee's vacation request by June 1, the employee will be granted his requested vacation period, except in emergency situations.  Employees who fail to submit a vacation request prior to May 15 will lose their right to a resolution of conflicts by seniority as set forth in the following paragraph.

Whenever there is a conflict in dates among employees putting in for vacation time, the employee with the longest service with the Company shall have priority, unless the Company is able to show that the employee's presence during the requested period is indispensable.

Vacations shall be taken in periods of seven (7) consecutive days within one (1) vacation period.

One (1) weeks' earned vacation, meaning time away from the job, shall be compulsory. The above requirements may be modified by agreement between the Company and the employee and a copy of same shall be given to the Union. The requirement for compulsory vacation, meaning time away from the job, shall not apply to any employee who has not worked for eight (8) consecutive weeks as a result of layoff, injury or sickness.

Vacations will be granted to employees who have fulfilled the following requirements prior to May 1:

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(a) Employee must have worked ninety (90%) percent or more of the regular hours worked by the quarries during his period of employment for the twelve (12) months preceding May 1, the start of the vacation period, to be eligible for full vacation earned.

(b) Three‑fifths (3/5th) of full vacation earned if employee has worked eighty (80%) percent of the quarry hours schedule.

(c)  No vacation earned if employee has worked less than eighty (80%) percent of the quarry hours scheduled.

Temporary layoff of sixty (60) days or over, USWA strike time, or shutdowns due to business conditions do not count as earned time but do not terminate length of accumulated service.

EXAMPLE: A man works two (2) years for one (1) employer and then is laid off for a period of nine (9) months.   At the end of the nine (9) months he returns to work for the same employer and works two (2) more years.  His earned time is four (4) years.

An employee who has been employed by the Company for at least six (6) months shall be credited with up to a maximum period of one (1) year, for time lost because of the employee's sickness as earned time and accordingly the employee will be paid vacation pay.  An employee who loses time up to one (1) year due to sickness, and receives vacation pay therefore shall on return to work where last employed be entitled to vacation pay only for such time that he actually works.

EXAMPLE: A man works two (2) years and three (3) months for the Company and then is absent from work for nine (9) months because of sickness. At the end of the nine (9) months' sickness he returns to work. The earned time is three (3) years. If, after receiving vacation pay, he then only works another two (2) months, he is entitled to 2/12ths of one (1) week's vacation; six (6) months, 6/12ths of one (1) week, and so forth. Time lost by quarry shutdown, inclement weather, or absence sanctioned by management in writing shall not be deducted from an employee's earned time.

7.2 Vacation Payments

Payments for vacation pay to employees entitled to one (1) weeks' vacation or fraction thereof will be made in advance. Vacation pay for the second (2^nd) and third (3^rd)  week's vacation or fraction thereof  will be made in advance of the time off or may be paid in lieu of time off  as follows:  Second (2nd)  week or fraction ‑ first regular pay day after return to work from time‑off vacations. Third (3rd)  week or fraction ‑ regular pay day preceding Christmas Day but at least one (1) week before Christmas Day.

Such vacation (time off) or vacation pay shall be paid at the straight  time hourly rates of pay (excluding a shift premium) in effect for said employees at the time of taking vacation or receiving fractional vacation pay upon separation from employment.  In figuring all earned vacation, a percentage of the regular straight‑time hours worked during the year preceding May 1 will be used to determine the vacation pay.  Overtime is not to be used in computing vacation time.

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 7.3 Amount of Vacation

Vacations will be granted to employees as follows:

(a) First Week. One (1) week's vacation or fraction thereof will be granted employees with less than one (1) year of industry service on May 1 based upon the number of months he has been employed in accordance with the table below. This will establish him on a May 1 to May 1 basis for future vacation calculations.

Length of Industry Service                                             Vacation

1 mo.               1/12 of a week                                      3.3 hours

2 mos.              2/12 of a week                                      6.6 hours

3 mos.              3/12 of a week                                    10.0 hours

4 mos.              4/12 of a week                                    13.3 hours

5 mos.              5/12 of a week                                    16.5 hours

6 mos.              6/12 of a week                                    20.0 hours

7 mos.              7/12 of a week                                    23.1 hours

8 mos.              8/12 of a week                                    26.4 hours

9 mos.              9/12 of a week                                    30.0 hours

10 mos.            10/12 of a week                                  33.0 hours

11 mos.            11/12 of a week                                  36.3 hours

12 mos.            1 week                                                 40.0 hours

(b) Second Week.  Employees with one (1) or more years of industry service on May 1 shall be entitled to two (2) weeks' vacation or any fraction thereof computed in accordance with the following table.

Length of Industry Service                                             Vacation

1 mo.               1/12 of 2 weeks                                     6.5 hours

2 mos.              2/12 of 2 weeks                                   13.3 hours

3 mos.              3/12 of 2 weeks                                   20.0 hours

4 mos.              4/12 of 2 weeks                                   26.6 hours

5 mos.              5/12 of 2 weeks                                   33.3 hours

6 mos.              6/12 of 2 weeks                                   40.0 hours

7 mos.              7/12 of 2 weeks                                   46.6 hours

8 mos.              8/12 of 2 weeks                                   53.3 hours

9 mos.              9/12 of 2 weeks                                   60.0 hours

10 mos.            10/12 of 2 weeks                                 63.6 hours

11 mos.            11/12 of 2 weeks                                 73.3 hours      

12 mos.            2 weeks                                               80.0 hours

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(c) Third Week. Employees will be granted a third (3rd) week's vacation or fraction thereof computed on a May 1 to May 1 basis beginning the second (2nd) May of his continuous employment in the industry as follows:

2nd May     - -     1 day     -      8 hours

3rd May      - -     2 days   -    16 hours    

4th May      - -     3 days   -    24 hours

5th May      - -     1 week  -    40 hours

(d) Fourth Week.  Employees will be granted a fourth (4th) week's vacation computed on a May 1 to May 1 basis beginning with the twenty‑fifth (25th) May of his continuous employment with the Company.

Effective May 1, 1996 employees will be granted a fourth (4th) week's vacation or fraction thereof computed on a May 1 to May 1 basis beginning with the twenty‑first (21st) May of his continuous employment with the Company as follows:

21st May     - -     1 day     -      8 hours

22nd May    - -     2 days   -     16 hours

23rd May    - -      3 days   -     24 hours

24th May    - -      4 days   -     32 hours

25th May    - -      5 days   -     40 hours

For the purpose of this Article, an employee's industry service shall be deemed terminated in the event the employee voluntarily leaves the industry.

          For the purposes of computing vacation pay or fractions thereof, an employee hired on or before the fifteenth (l5th) day of a month shall be credited with full pro rata vacation pay otherwise attributable to that month, and an employee hired after the fifteenth (l5th) day of a month shall not be credited with any pro rata vacation for that month. An employee whose employment terminates on or after the fifteenth (15th) day of a month shall be credited with full pro rata vacation pay otherwise attributable to that month. An employee whose employment terminates before the fifteenth (15th) day of a month shall not be credited with pro rata vacation for that month.

EXAMPLE: A man comes to work on February 13, 1980. On May 1, 1980, he has completed three (3) months of employment and he is entitled to fractional vacation pay of 3/12ths of one (1) week. On May 1, 1981, the second (2nd) May of his employment he is entitled to two (2) weeks and one (1) day. On May 1, 1982, he would be entitled to two (2) weeks and two (2) days; May 1, 1983 ‑ two (2) weeks and three (3) days; and May 1, 1984 ‑ three (3) weeks. It is assumed in this example that the man worked at least ninety percent (90%) of the scheduled hours worked by the quarry during each of the applicable twelve (12) month periods. If he has worked eighty (80%) percent of the time, he will receive three‑fifths (3/5ths) of the vacation pay otherwise due. 

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An employee who is laid off, discharges or quits is to be allowed vacation benefits prorated

according to his months of service; for example, one (1) month = 1/12th;  three (3) months' =3/12ths; ten (10) months' = 10/12ths, etc.

ARTICLE 8

Bereavement/Birth of a Child

8.1 Bereavement Pay

In the event an employee suffers the death of his brother, sister, stepmother, stepfather, stepson, stepdaughter,  spouse's father, spouse's mother, spouse's stepmother or stepfather, the employee shall be allowed up to three (3) days off with pay, at the straight time hourly rate of pay.  If interment is postponed to a later date and occurs during the employee's scheduled work day, the employee may take one (1) of the three (3) foregoing days off with pay on the day of interment.

8.2 Birth of a Child

An employee will be entitled to a day off with pay for the birth of the employee's biological child or adoption.

8.3 Five (5) Days

In the event an employee suffers the death of their spouse, child, mother, father or grandchild, the employee shall be allowed up to five (5) days off with pay, at his rate of pay.

8.4 One (1) Day

 In the event an employee suffers the death of their "significant other", the employee shall be allowed one (1) day off with pay, at his rate of pay.  If an Employee attends the funeral of his grandparent or the grandparent of his spouse or the employee's spouse's sister or brother, and it takes place on a day when he otherwise would have worked, he shall not suffer a loss of any straight time pay for that day.  

ARTICLE 9

Group Insurance

9.1 Group Insurance

 The Company agrees to provide group insurance to employees and dependents as set forth herein.

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9.2 Benefits

(a) The health and welfare plan administered by the Company or its administrator as selected by the Company shall provide for benefits as follows:

(i) Group Life Insurance ‑ $60,000.

Company shall continue to provide life insurance coverage for employees who are on laid‑off status for up to a maximum of three (3) months.  In the case of a seasonal layoff that exceeds three (3) months, the Company will continue to provide life insurance coverage for those employees who will return when the quarries reopen.  If an employee who is on seasonal layoff is notified that they are permanently laid off, the Company will provide life insurance coverage for three (3) months starting at the date the employee was initially put on seasonal layoff.

(ii) Sickness and Accident Insurance ‑  $355.00 per week for 52 weeks with Social Security offset for the last 26 weeks thereof;  eligibility commences on the first (1st) day of accident or hospitalized sickness and the fifth (5th) day of non hospitalized sickness.  Effective May 1, 2000, if an employee qualifies for sickness and accident insurance because of five (5) days of non hospitalized sickness and remains qualified for at least one (1) additional week, the Company will pay the employee the current rate for the unpaid five (5) day qualifying period.

(iii) Accidental Death or Dismemberment Insurance ‑ $60,000.

(iv) Paid‑up Term Life Insurance.

(1) Employees with ten (10) or more years of service retiring on a regular pension will be given a $8,000 term life insurance policy or other funding mechanism on terms satisfactory to the Union.

(2) Employees with ten (10) or more years of service retiring on an early retirement pension will be covered by a regular $8,000 term life insurance policy or other funding mechanism on terms satisfactory to the Union; or until age sixty‑five (65) when it will be eliminated and replaced by a $8,000 term life insurance policy or other funding mechanism on terms satisfactory to the Union.

(3) Any employee with ten (10) or more years of service becoming totally disabled after May 1, 1981 will continue to receive coverage for the full amount of life insurance then in effect until he becomes substantially employed, as determined by the Company and Union, at which time the insurance will be eliminated completely; or until age sixty‑five (65) when it will be eliminated and replaced by a $8,000 term insurance policy or other funding mechanism on terms satisfactory to the Union.

(4) The full amount of life insurance shall apply to employees with at least ten (10) years service, and the amount of insurance shall be prorated down by years of service for employees with less than ten (10) years of service.

(5) Health Insurance ‑  The Company shall provide four (4) health insurance plans equivalent to the Blue Cross Vermont Health Partnership (VHP),  the Blue Cross Vermont Freedom Plan  100 (VFP100), the Blue Cross Vermont Freedom Plan  500 (VFP500) and the Blue Cross J Plan, subject to the following general conditions: 

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1)      Company will provide J or equivalent plan (including vision), with employee contributions of 19% going to 20% as of January 1, 2010.. 

2)      Company will provide VHP or equivalent plan (including vision and dental) with employee contributions of 18% going to 20% as of January 1, 2010.. 

3)      Company will provide VFP 100 or equivalent plan (including vision) with employee contributions of 17% going to18% as of January 1, 2010..

4)      Company will provide VFP 500 or equivalent plan (including vision) with employee contribution of 3% going to 7% as of January 1, 2010.. 

5)      The Company has the right to rate the health plans separately. 

6)      New employees may not enroll in VHP or J plans.  If they take health insurance, they must take a VFP plan.  They will be eligible to take other plans, if offered, after they are with the company for six years. 

7)      Employees who are enrolled in the J or VHP plans cannot switch between these two plans, but may switch to a VFP plan when it is available.  Once an employee selects a VFP plan or opts out of the health insurance plan, the employee is not eligible for a VHP or J plan. 

8)      Employees on either VFP Plan may purchase dental by paying 50% of the premium. 

9)      Employees may choose to opt out of health plans and obtain a monthly stipend of $300 paid once per month through payroll.  To be eligible, an employee must demonstrate that he has insurance elsewhere.

(6) Retiree Health Insurance - The Company will pay the full premium for health insurance for one month for every five years of continuous service (up to a maximum of three months) for retirees, provided they are not eligible for health insurance through their spouse or from another employer.

            (b) The insurance benefits which are provided for by the Company shall be described in a brochure which shall be distributed to employees by the Company.  The terms and conditions under which such benefits are provided are governed by insurance agreements between the Company and its insurance carriers. 

9.3 Contributions

            The Company shall maintain life insurance coverage for the duration of the seasonal layoff or for a period of three (3) months, whichever is longer (provided that any seasonal layoff that becomes a permanent layoff shall result in no more than three (3) months coverage) and shall continue its contributions for the health insurance coverage of a laid-off employee for the same period (provided the employee makes his contribution if any is required).  If the employee is laid off on or before the fifteen (15^th) of a month, that month shall be considered the first of the period; and if the employee is laid off after the fifteenth (15^th) of a month, the following calendar month shall be considered the first (1^st) of the period.  If an active employee dies, the Company will continue health insurance coverage for qualifying survivors (if any) for a period of three (3) months at no cost to said survivor(s).  This provision shall not apply to employees on layoff, Workers Compensation, or sickness and accident insurance.  To keep policies in force, both Company and employee must pay his share while the employee is off the job because of sickness and accident, strike or lockout or any other suspension in the industry beyond the control of either management or labor.

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9.4 Disability

If an employee is permanently and totally disabled, the Company shall continue its contribution for up to six (6) months, as described in previous section "Contributions," and thereafter, the Company will provide such health insurance contributions (provided the employee makes his contribution, if any is required) for five (5) years from the date when he ceased to work due to such disability. The Company shall thereafter continue its contributions, for individual coverage only, as long as the employee is permanently and totally disabled, or until he reaches age sixty-five (65), whichever occurs sooner; provided, that the Company will not make any contributions described in this section during any period when the employee or his spouse is employed and group health insurance benefits are available to them, or after he reaches age sixty-five (65). The Company and Union may amend this subsection by mutual Agreement.

9.5 Retired Employees

Effective May 2, 1981, any employee who has retired between April 30, 1975 and April 28, 1990 under the provisions of the Barre Belt Granite Employer‑Union Pension Plan shall be allowed to continue group insurance coverage in the amount of $3,000 of term coverage, subject to any applicable insurance carrier rules and regulations. The full cost of such coverage will be paid by the retired employee at the group rate applicable to the term life insurance including such insurance for retired employees being provided through the Company. The premium is to be paid by such retired employee.

9.6 Consultant

The Company is authorized to utilize the services of an impartial professional consultant as deemed necessary to advise them concerning the proper operation of the insurance program.

9.7 Insurance Objectives

The parties agree to consider and implement by agreement health insurance cost containment measures with a view to improving and increasing the quality and efficiency of health care.

9.8 Delinquency

 If the Company is delinquent more than thirty (30) days pursuant to this section;  if the Union gives written notice to the Company of its intent to withhold the services of employees; and if the Company has not cured the delinquency by the appropriate payment or by entering into an arrangement satisfactory to the Trustees by the sixtieth (60th) day after the delinquency began; then the Union shall have the right to withhold the services of employees of the Company beginning on the sixtieth (60th) day of delinquency or fifteen (15)  days after notice from the Union, whichever occurs later, if  and as long as  the Company is in violation of this section. For purposes of this paragraph, the Trustees shall be deemed to have delegated the judgment concerning whether the appropriate payment or a satisfactory arrangement has been reached to the Administrator. In addition, the employer shall be responsible for the payment of all wages (including interest at the legal rate in Vermont) that would have been earned in normal working hours during any strike called on account of delinquent contributions.

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9.9 Workers Compensation

(a) If an employee has to leave work due to a Workers Compensation injury and is unable to return, he shall suffer no loss of straight time pay for that day.

(b) It is the intent of the Company to attempt to return all employees suffering an injury on the job to their regular job as set forth herein.  An employee disabled by a compensable injury under applicable Workers Compensation law will be reinstated by the Company when his or her inability to work ceases provided recovery occurs within two (2) years of the onset of the disability.

An employee who recovers within two (2) years of the onset of the disability will be reinstated to the employee's former job or one suitable under the law given the position the employee held at the time of the injury and the employee's ability to safely perform the duties of the available position.  An employee shall suffer no loss of seniority when reinstated in accordance with this Section.

(c) If an employee returns to work prior to the tenth day of disability, they shall receive pay for the second, third, and fourth day of disability.

(d) The Company agrees to comply with applicable laws governing unemployment compensation and worker's compensation for employees.

ARTICLE 10

Pension Plan Agreement

10.1 Merger of the Pension Plan

 The Barre Belt Granite Employer - Union Pension Plan (the "Plan") has merged with and into the Steelworkers Pension Trust (the "Pension Trust") pursuant to the terms of a certain merger agreement (the "Merger Agreement") between the Plan and the Pension Trust, the terms of which are incorporate herein by reference. (Hereafter, the merger of the Plan and the Pension Trust is referred to as the "Merger".)

10.2 Incorporated Documents

This Article 10 incorporates by reference the terms of a Merger Agreement between the Plan and the Pension Trust, and the provisions of the documents governing the Pension Trust.

10.3 Contribution Rate

(a) The month for which the contribution is due is referred to as the "benefit month" and the month prior to the benefit month is referred to as the "wage month". Effective April 26, 2009, the Employer shall contribute to the Pension Trust each and every benefit month a sum of money equal to $1.70 per hour for each hour worked by all Covered Employees during the wage month.  Effective May 2, 2010, the contribution shall increase to $1.75 per hour.  Effective May 1, 2011, the contribution shall increase to $1.80 per hour.

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            (b) For purposes of determining the pension contribution, employees on seasonal winter layoff (as described in section 12.6 only) will be credited with one (1) hour for every two (2)  hours of the scheduled work hours during the seasonal winter layoff period.

10.4 Covered Employees

Covered Employees are all employees employed within the Union's Bargaining Unit who were actively employed by the Employer for any length of time during the wage month.  The Employer is required to make a contribution to an employee whose employment is terminated during the wage month.

10.5 Hours Worked

The term "Hours Worked" means not only hours actually worked by Covered Employees, but also hours not actually worked but for which Covered Employees were paid because of vacation, holidays, jury duty or bereavement leave.

10.6 Payment of Contributions

Contributions are due from the Employer on the fifteenth (15th) day of the benefit month, commencing with the benefit month of February 1999 and each and every month thereafter so long as this agreement is in force.

10.7 Coverage - Newly Hired Employees Not Previously Covered

Newly hired employees not previously covered by the Pension Trust are not considered Covered Employees until the first (1^st) day of the first calendar month immediately after the commencement of employment.  Such calendar month is the new employee's first (1^st) benefit month.  The immediately preceding calendar month is the employee's first (1^st) wage month.

10.8 Coverage - Newly Hired employees Who Were Previously Covered

Newly hired employees previously covered by the Pension Trust are considered Covered Employees as of the first (1^st) day of the first calendar month immediately after the commencement of employment.  This calendar month is the employee's first (1^st) benefit month and the immediately preceding calendar month is the employee's first (1^st) wage month.

10.9 Contribution Reports and Data

The Employer shall transmit to the Pension Trust with each contribution a contribution report on the form furnished by the Pension Trust on which the Employer shall report the names, status, hire and termination dates as applicable, as well as the total hours paid to each covered employee during the wage month.  The Employer shall provide a copy of this report to the Union.  The Employer further agrees to supply to the Pension Trust such further information as may from time to time be requested by it in connection with the benefits provided by said Pension Trust to said employees, and to permit audits of its books and records by the Pension Trust for the sole purpose of determining compliance with the terms and conditions of this agreement.

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10.10 Delinquent Employers

In the event that an Employer fails to maintain affiliation in good standing with the Pension Trust, the Employer shall be in violation of this Article 10, in addition to all other applicable standards.  Immediately upon termination of the Employer's affiliation with the Pension Trust, the Union and the employees may withhold all services from the delinquent Employer until such time as the default has been cured to the satisfaction of the Pension Trust and the Union.  In addition, the Company shall be responsible for the payment of all wages (including interest at the legal rate in VT), that would have been earned in normal working hours during any strike called on account of delinquent conditions. 

ARTICLE 11

401(k) Plan

11.1 401 (k) Plan

 The Company agrees to establish and administer one 401(k) program for all its union employees which will comply with all the requirements of ERISA, the Internal Revenue Code and any other applicable laws.

The Company agrees to match up to thirtyfive (35%) percent of an employee's first $l,000 contribution per year and ten (10%) percent thereafter per year up to the maximum contribution allowable by law per year.

ARTICLE 12

Seniority

12.1 Seniority

(a) In administering seniority, the five (5) quarries of the Company will be considered as one (1) unit.

(b) The job classifications hereinabove listed in Section 4.1 shall be combined in a single classification for purposes of seniority for the quarry operations of the Company.

(c) Seniority shall apply in the promotion, demotion, transfer, filling of job vacancies, layoffs, and recall of employees subject to ability and physical fitness among employees in the same seniority classification as defined above.  Ability means the knowledge and/or experience relating to the job in question at the time of posting for the position. Temporary employment of thirty (30) days or less shall not be considered towards ability in connection with bid for permanent position.

(d) Positions at the Bethel Quarry of Rock of Ages Corporation are not required to be posted and will be offered on a voluntary basis.

(e) Permanent positions shall be posted within ten (10) working days of vacancy.  Temporary positions shall be posted if the vacancy is expected for more than thirty (30) days.

(f) Promotion job openings will be posted by the Company for five (5) days.  Management will select the qualified applicant and give notice of the employee selected in writing to the Union.  An employee awarded a

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full-time or spare position may not bid on another job for six (6) months.  Any employee awarded a posted job which has not commenced after ten (10) working days, may bid on another posted job.  An awarded job, except a spare position that has not been filled after thirty (30) working days, must be reposted.  Newly hired employees shall be ineligible to bid for any job for a period of three (3) months from their respective dates of hire.  An employee can sign more than one (1) posted position, however, the employee can only be awarded one (1) position.

(g) It shall be understood that a man who has been asked by management to change from one job classification to another will retain his total seniority. The employee so transferred will have a thirty (30) consecutive day trial period, sickness and absence excluded, with right to return to former job with former status.  However, in cases where an employee requests and is granted a transfer, his total seniority will be retained and there will be a thirty (30) day trial period.  An employee desiring to relinquish a full time or spare position within thirty (30) days of the award date must notify the company in writing with a copy to the union.  After 30 days, a spare position can be relinquished by mutual agreement between the employee and the company or by providing the company six (6) months written notice.

(h) With regard to the filling of permanent positions where  previous posting awards for spares have been made based on company seniority, ability and physical fitness in accordance with Section 4.7(i), the permanent positions will be awarded to the spare  most senior in that position.  As necessary, further spare openings will be posted and awarded on the basis of seniority, ability and physical fitness, in accordance with the contract.  Employees can only hold one (1) spare position at a time. The Company and the Union agree that the nature of the spare position is that the job generally will not commence after ten (10) working days and will not be filled within thirty (30) days. For purposes of this Section, a spare position will be considered to have commenced and have been filled upon the award of the spare position subject only to the trial period set forth in the preceding paragraph.  Each spare shall be entitled to the said thirty (30) day trial period and shall not assume the permanent position until the satisfactory completion of said trial period.  Due to the special working conditions and safety concerns involved, the training/trial period for spare rigger/carpenter will be three hundred (300) working hours.

(i) Employees on layoff shall retain their seniority for a period of twelve (12) months. If an employee on layoff is not recalled within twelve (12) months, the employee forfeits all seniority and the Company has no obligation to recall that employee.   If employee is hired after the twelve (12) month period, he will be considered a new employee.  If an employee on layoff is asked to return to work within twelve (12) months of layoff and refuses to return, the employee shall be considered a voluntary quit.

(j) The procedure for notifying a laid‑off employee to return to work will be by certified mail and a period of one (1) week from the time of mailing will be granted to the employee for reporting. It will be the employee's responsibility to notify the Company of any change in address.

(k) An employee who quits or is discharged for cause forfeits his seniority.

(l) If an employee is temporarily laid off and later asked to return to work, with a guarantee of at least three (3) months' work and refuses to do so, then this constitutes a break in his length of service.  If he is employed at a later date, it will be necessary to begin anew to build up years of service and earned time.

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12.2 Seniority Rosters

A roster giving the seniority and job classification of all employees in the bargaining unit will be made available to the Union. These rosters will be revised twice each year in April and October. The company will provide ample copies to all officers and stewards for the purposes of posting throughout the Barre and Bethel quarry operations.  One (1) copy of the roster will show individual rates of pay.  The one (1) copy showing pay rates will only be sent to the President of the Local USW #4 and will be kept confidential.

12.3 General Leave of Absence

Any employee may be granted a period of ninety (90) days'  leave of absence in any one (1) calendar year without pay and without loss of seniority with the consent of the Company and the Union. Such employee is forbidden to accept employment elsewhere for wages; except that an employee who is granted a leave of absence for reasons of health may accept employment during such leave of absence. Upon the request of the Company, the employee shall secure a doctor's certificate with respect to his condition of health. Employees granted a leave of absence for reasons of health shall accumulate seniority during such leave of absence.

Management agrees to grant, on request, a leave of absence to employees for Union activities or political purposes when request is made in writing and such time will not be deductible from an Employee's earned time. The seniority for such Employees shall accumulate for a maximum period of one (1) year during such leave of absence.

An Employee who is a member of the Union Executive Board shall be granted a leave of absence of up to three (3) years to serve as full-time President of the Union. During such leave he shall accumulate industry service and shall retain seniority with the Company as of the date the leave begins; he shall not be eligible for wages or fringe benefits.

12.4 Transferring out of the Bargaining Unit

Employees transferred out of the bargaining unit on or after May 1, 1962 shall retain their seniority status for a period of three (3) years.  If returned to the bargaining unit after three (3) years, they will return as new employees.

12.5 New Employees

Newly hired employees will be given a fifty (50) working day probationary period.  Seniority during those fifty (50) working days is earned upon completion of probation.

An employee who is qualified for the probationary period one (1)  year and who works less than the fifty (50) working days before he is laid off  is entitled to accumulate months of seniority in fulfilling fifty (50) working days if he is hired the next year.

12.6 Seasonal Winter Layoff

            (a) On or before the Monday preceding the Thanksgiving holiday, the Company will post a winter layoff notice and a blank voluntary work assignment sheet. The winter layoff notice will recite the date that normal quarry operations will be curtailed for the winter season, the date on which normal quarry operations will resume in the spring and a summary of the procedures and rules set forth in this Article.

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 (b) Employees desiring winter work assignments on a voluntary basis agree to sign the voluntary winter work assignment sheet at the Central Quarry Office no later than ten (10) calendar days of the Company's postings.  Employees must sign the voluntary winter work assignment sheet at the Central Quarry Office in person in the presence of a representative of the Company who is not a member of the Union.  Employees may only sign for job assignments for which they are qualified under the provisions of this Article 12. 

 (c) Failure to sign the voluntary winter work assignment sheet in the quarry office within the time limit will be conclusively deemed by both the Company and the Union that the individual has elected voluntary layoff and waives all rights of grievance with respect to the recall of employees from the voluntary winter work assignment sheet by the Company.  The Company agrees to make its decisions with respect to which employees will work during the winter layoff and to post work assignments not later than five (5) working days from the expiration date of the sign‑up.

(d) The Company will assign the work during the winter layoff by seniority subject to ability and physical fitness.  The Union agrees that any disputes regarding the work assignments will be brought to the attention of management within five (5) days from the date of posting in accordance with the grievance procedure set forth in Article 16.  If a sufficient number of qualified employees do not sign the voluntary work assignment sheet, the Company will assign the winter work to qualified employees by inverse order of seniority.  The Company will provide a list in the Central Quarry Office during the winter period where employees on voluntary layoff may sign to indicate their willingness to return to work. The Company will recall qualified employees signing this list by seniority to the extent openings permit. 

(e) Because of the application of the twelve (12) month recall provision, no quarry personnel will be terminated during the winter layoff and no employee choosing voluntary layoff will suffer any loss of seniority or termination.  In the event the Company determines to make a permanent layoff during the winter layoff period, such layoff will be in accordance with Section 12.1 of this Article and shall not apply to senior employees on voluntary layoff.

(f) Employees who are on layoff under this Section shall notify the Company should they leave town for any period of time that may prevent the employee from responding to any written notice of recall, either scheduled or unscheduled, within a period of one (1) week.

12.7 Quarry Preference

The employee will have the opportunity to indicate a preference to work in the Barre Quarries, Bethel quarries, or both if the work is needed.  Assignment to the location will be according to the provisions of Article 12.6.  In the event the employee signs up to work in both quarry locations, management will determine which quarry location an employee is to be assigned, regardless of seniority.  In the event any quarry operation is changed, shutdown, work force reduced, re-started, or any other operational decision made during the seasonal winter layoff period, employees will be reassigned according to article 12.6. 

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ARTICLE 13

 Bonus Plan

13.1 Bonus Plan  

 All quarry operation employees will receive a bonus for all paid hours which shall be based on total service with the Company as of May 31:

Years of Service                                  Bonus

 5                                            6 1/4    cents per hour

 6                                            7 1/2        "      "     "

 7                                            8 3/4        "      "      "

 8                                            10            "      "      "

 9                                            11 1/4      "      "      "

10                                            12 1/2       "      "      "

11                                            13 3/4      "      "      "

12                                            15            "      "      "

13                                            16 1/4      "      "      "

14                                            17 1/2       "      "      "

15                                            18 3/4      "      "      "

20                                            20             "      "      "

25                                            25             "      "      "

30                                            30            "        "     "

35                                            35            "      "      "

40                                            40              "      "     "

45                                            45              "      "     " 

For the purpose of this Article, all paid hours shall include overtime (including premium rate), holidays, vacations and call out pay.

13.2 Bonus Plan Payments

(a) Bonuses will be paid semi‑annually, on or before the last Friday prior to July 1 and the last Friday prior to the start of the winter shutdown period.  The bonus payment prior to Christmas will be based on hours paid between June 1 and November 30, and the payment prior to July 1 will be based on hours paid between December 1 and May 31. To be eligible for payment, the employee must be on the Company payroll at the time of paying except in cases of retirement or layoff.  A discharge will cancel accumulated bonus as well as years of service with the Company.

(b) The Company shall furnish to the member, at the time of seniority bonus distributions, a separate record of hours paid, rate of pay and period covered. 

ARTICLE 14

Union Security

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14.1 Mandatory Membership

It shall be a condition of employment that all employees of the Company covered by this Agreement who are members of the Union in good standing on the effective date of this Agreement shall remain members in good standing and those who are not members on the effective date of this Agreement shall, on or before the 31st day following the effective date of this Agreement, become and remain members in good standing in the Union.  It shall be also a condition of employment that all employees covered by this Agreement and hired on or after its effective date shall, on or before the 31st day following the beginning of such employment, become and remain members in good standing of the Union.

14.2 Location of Stewards

Stewards who are either elected or appointed by either the members of the Union or the Union President  will remain in the areas in which they were elected or appointed so far as possible. The Company shall have the right to assign the Steward to another area for a temporary period or permanently if the area is being permanently or temporarily closed or if the Steward successfully bids to a job outside of the area.

ARTICLE 15

Check-Off

15.1 Check-Off

 The Company agrees to deduct each month from the wages payable to any employee who authorizes the Company to do so, through a signed authorization card (Union Form 530), the Union monthly dues, assessments uniformly imposed on all members and, if owed, the Union's initiation fee.  Said amount shall be as designated by the International Treasurer of the Union. The Company shall then remit by the end of each month all sums so deducted to the International Treasurer, United Steelworkers, PO Box 951667, Cleveland, OH 44193.

15.2 Union Copy

The Company shall also transmit by the end of each month to an officer designated by the Local Union a copy of the list of employees from whom deductions are made and a list of new hires during the month.

15.3 Dues Penalty

 The Company will be responsible for the collection of dues prior to payment of closeout  due to termination (quit or discharge) of employment.  Failing to collect, the Company will be liable for payment(s) to the Union if it fails to collect from the terminated member.

ARTICLE 16

Dispute Settlement

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16.1 Dispute Steps

(a)  Any difference which may arise as to the meaning or application of this Agreement or any Memorandum Agreement between the parties as to compliance with the terms of such agreements shall be resolved as follows:

Step 1:  Between the foreman and employee involved and/or Union Steward and/or other Union representative. Grievances must be submitted within ten (10) workdays of the time the subject of the grievance becomes or should have become known to the aggrieved employee or Union

..

Step 2: Between the Union Steward and/or other Union representatives and the Quarry Manager.  If the matter is not settled within five (5) workdays of initiating this step,  it may be referred to Step 3.

Step 3: Between the Union President and/or Union Steward and the Vice President of Quarry Operations and/or the Quarry Manager.  If the matter is not settled at this step, then a formal written grievance will be submitted within five (5) working days.

Step 4: Between the United Steelworkers of America Staff Representative,  Local Union #4 President, the President of the Company, the Vice President of Quarry Operations and/or the Quarry Manager. If the matter is not settled within five (5) working days of initiating this step it may be referred to Step 5.

Step 5: Submit the grievance to arbitration and pursuant to existing voluntary labor arbitration rules of the American Arbitration Association within thirty (30) days following the Step 4 answer.  The Arbitrator shall have no authority to alter in any way the terms and conditions of this Agreement and shall confine his decision to a determination of the facts and an interpretation and application of this Agreement. The decision of the Arbitrator shall be final and binding on all parties. The fees and expenses associated with arbitration of the grievance shall be borne equally by the parties to the grievance or dispute.

(b) In the event a difference is not appealed to the next succeeding step of the above procedure within the time limit specified, the right of appeal shall be lost.

(c) The aggrieved employee may attend any steps of the grievance procedures. Time limits may be extended by mutual agreement.

16.2 Company Grievances

Grievance may be initiated by the Company. The grievance shall be discussed between the Company representative and the Steward, Local Union President or other Union representative. In the event such difference is not settled through such discussion, the dispute will be further processed in accordance with the provisions of Section 16.1, Steps 3, 4 and 5. 

16.3 Signed Grievances

Grievance processed in accordance with the provisions of this Article must be in writing and signed by the grieving party for submission to Step 4 and succeeding Steps.  It is mutually understood that the words "Foreman" or "Quarry Manager" may be replaced by the word "Company" where appropriate. Time limits may be extended by mutual agreement.

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16.4 Rules

(a) The Union agrees that during the term of this Agreement neither the Union nor its members shall encourage or engage in any strikes, stoppages, slowdowns or other interruptions of work, and the Company agrees that there shall be no lockouts.

(b) It is understood and agreed that in the event of any alleged violation of this Agreement, which violation is not authorized or ratified by the International Union, there shall be no liability for damages on the part of said International Union, Local Union or any of their officers or agents, and the sole recourse and exclusive remedies of the employer shall, in such event, be those which are specifically provided for in this Agreement.

(c) It is understood and agreed that in the event of any strike, work stoppage, interruption or impeding of work on the part of any employee during the life of the Agreement, there shall be no liability on the part of the International Union,  Local Union or any of their officers or agents, provided such strike, work stoppage, interruption or impeding of work was not authorized or ratified by the International Union,  Local Union or any of their officers or agents, and provided further that, upon the occurrence of such unauthorized strike,  work stoppage,  interruption or impeding of work, the International Union or the Local Union shall, upon request of the Company,  notify the employees involved that such action by said employees was unauthorized and direct said employees to return to work promptly,  and shall take further steps as are reasonable and appropriate under the circumstances to bring about a termination of such unauthorized strike, work stoppage,  interruption or impeding of work,  impose such disciplinary measures upon the employees involved as are not inconsistent with the provisions of this Agreement.

ARTICLE 17

Reserve for Inclement Weather - Power Failure

17.1 Reserve Hours

(a) Reserve hours do not apply to blacksmiths, shop men, grinders and summer employees.

(b) A reserve of 42 ½ hours will be set up to be paid out in the following way.

(c) When the typical work week (typical work week is understood to mean the average number of hours worked by over fifty (50%) percent of the outside quarry group during one (1) week of those entitled to reserve hours falls below thirty-five (35) hours not including overtime), four (4) hours will be added to the paid hours. When the typical work week is between thirty-five (35) and forty (40) hours, two (2) hours will be added to the paid hours.

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(d) In applying reserve hours during a week in which Saturday is worked,  it is agreed that reserve hours for inclement weather will be applied to work done Monday through Friday and that hours worked on Saturday will not be included in determining total hours worked during the week.

(e) To illustrate:  If a bar runner works even though less than fifty (50%) percent of the quarry is working, he will receive reserve hours pay at the end of the week the same as the rest of the employees.

(f) Paid hours shall be understood to include premium hours for overtime, paid holidays and vacation time.

(g) The balance, if any, of the 42 ½ hours remaining at the end of the year is to be paid on the last payday before Christmas.  Employees with less that one (1) year of service at the end of the calendar year shall be entitled to prorated unused reserve hour payments, if any, based upon months of service. 

(h) Inclement weather pay not paid to an individual employee due to sickness, vacation or other authorized absence shall be paid with the balance, if any, at the end of the year.

(i) An employee who starts work during the course of the calendar year shall have the same status as of the date of his employment as other employees have on that date in respect to reserve hour payments to be made during the remainder of the year.

17.2 Power Failure

In the event of a power failure in a section of the operations, employees will continue to work as long as health and safety of employees are not affected and access to the working area is available from another hoist.  In the event of power failure, crews will remain on the job for a period of fifteen (15) minutes, for which time they will be paid.   If power is not restored at the end of this fifteen (15) minute interval, operations will be closed down upon appropriate notification by the Company. 

In the event no notification is given and the employees remain on the job, those employees will continue to receive wages.  Article 17.1, Reserve for Inclement Weather, shall not be applied on shutdowns due to power failure.

ARTICLE 18

Non-discrimination

18.1 Non-discrimination      

There shall be no discrimination for or against any employee because of his performing the duties of a Union officer or committeeman. The Company shall comply with applicable laws prohibiting discrimination against employees on account of race, color, sex, sexual orientation, religion, national origin or age.  Any reference in this Agreement to one (1) gender shall be deemed to apply equally to the other.

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ARTICLE 19

Union Representatives

19.1 Union Representatives

Union representatives can come to the office.  If management and Union representatives mutually agree, men involved in grievances shall be called to the office for interview.  It is agreed that the President of the Local USW #4 will only have access to the Rock of Ages Corp. quarry operations (Barre and Bethel) that are covered by this collective bargaining agreement, specifically for purposes of administering this agreement.

ARTICLE 20

Suspension of Operations

20.1 Suspension Notice

Adequate notice of any suspension of operations shall be posted stating when plant/quarry will close as well as when work is to be resumed.

ARTICLE 21

LABOR MANAGEMENT TEAM

21.1 LMT Formation

(a) It is mutually agreed to form a Labor Management Team (LMT) composed equally of Union representatives and management representatives in such total number as may be agreed from time to time by the Union and Company.  The LMT shall meet at least quarterly (i.e. March, June, September, and December) to discuss and resolve issues of safety,  health, betterment,  interdivisional job opportunities, productivity and other items as may be appropriate.  The Union representatives and/or Management must submit a list of specific agenda items for each meeting at least one (1) week in advance of the meeting or the meeting is cancelled.

(b) The LMT is intended to increase joint cooperation and develop an active employee involvement process. These efforts shall not interfere with any provisions of this Agreement nor circumvent the grievance procedure, nor interfere with management's rights, but it is a goal of the LMT to avoid circumstances or practices which could give rise to a claim by either party that the provisions of this Agreement were not adhered to and to create an atmosphere of cooperation so as to minimize events leading to grievances.

(c)The LMT may have various divisions or advisory groups as mutually agreed and may meet jointly with other USW.  LMTs formed in other divisions.

(d) The objectives of the LMT will also focus on increasing customer service and satisfaction, more effective methods of operation, enhancing employee morale and creating and assuring full and open communication among employees and the Company. The LMT will analyze and solve identified problems and participate and support in the implementation of agreed solutions.  The LMT will also investigate and recommend actions to the Company and Union to increase employee involvement and responsibility in the areas of production, production teams, and quality control.

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(e) The Company shall forward minutes of the LMT meetings to the Union and LMT members within ten (10) days of the meeting.  The minutes shall include the names of those in attendance, and the date, time and place of the meeting.

1. A schedule of dates, times, and places for the LMT meetings will be forwarded to the union prior to the beginning of each calendar quarter. Up to a maximum of three (3) members will be paid for time while attending the LMT meeting.

2. A schedule of dates, times, and places for the stewards meetings will be forwarded to the union prior to the beginning of each calendar quarter. Up to a maximum of eight (8) members will be paid for time while attending the stewards meeting. Steward from Bethel will be afforded the opportunity to attend the meetings and released from the Bethel quarry forty-five (45) minutes prior to the scheduled starting time of the meeting and will suffer no loss in pay.

ARTICLE  22

Safety Rules

22.1 Safety Issues

(a) The Company will confer with the Union regarding safety and other rules and regulations affecting the health, safety and comfort of the employees.  There shall be a Safety Committee to include union representation designated by the Union.  Minutes of each meeting will be distributed to all Committee members and the President of U.S.W. Local 4.

(b) Any national, state or municipal law enacted for the betterment of wages or working conditions in the granite trade will not be violated.  All employees must utilize safety equipment required by any national, state or municipal law.

(c) The Union agrees to cooperate with the Company in enforcing safety rules and practices in an effort to reduce hazards and insure safe working conditions.

(d) Employees are to comply with the safety rules in this Article and are to cooperate fully with the management in the enforcement of these rules.

22.2 Safety Glasses

(a)    Safety glasses must be worn on all jobs by all quarry personnel. 

 (b) The Company shall provide safety glasses for its employees, upon the request of such employees.  If an employee needs prescription safety glasses, he shall pay for his own eye examination and shall furnish the prescription to his employer.  The Company shall then provide such prescription glasses with a frame selected from the group of standard frames, at no additional cost to the employee.  Broken safety glasses shall be replaced by the Company on a reasonable basis.

22.3 Safety Shoes and Gloves

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             (a) Within two weeks of the start of each contract year, the Company will pay each employee an allowance of one hundred seventy dollars ($170.00) to be used towards the cost of approved safety footwear. 

(b) The Company will provide, at no cost to the employee, working gloves that the company feels are suitable for the employee performing the jobs. When an employee requests a new pair of gloves, the old pair must be turned in.

22.4 Rock Drilling

 (a) To eliminate the possible silicosis hazard in rock drilling in the Barre Granite quarry belt, the Company has installed dust control equipment which meets the reasonable standards established and published by the Vermont Occupational Safety and Health Administration and/or the National Institute of Occupational Safety and Health of the Mine, Safety and Health Administration, as applicable.

(i) "Rock drilling" shall mean drilling, cutting, chipping, channeling, broaching or crushing rock.

(ii) "Injurious silica dust concentration" shall mean dust produced from drilling silica bearing rock which is in excess of current Tolerance Level Value as established and published by VOSHA and/or NIOSH or MSHA.

(b) Insofar as practicable, all rock drilling operations shall be executed so that there will be no dissemination of injurious silica dust concentrations into the atmosphere.

(c) The whole problem of dust equipment in every department pertaining to quarry operations shall be the subject of study and research by a joint commission. This commission shall consist of the representatives of the Safety Committee.

(d) Dust control equipment shall at all times be maintained in efficient working order and use.  Inspections shall be carried out at the request of Company or Union Committee by the state unit charged with industrial hygiene or the appropriate Federal agency and reports of inspections given to both the Company and to the Union.

ARTICLE 23

Management's Rights

23.1 Management Rights

 The management of the quarries and the direction of the working forces, including the right to hire, transfer, suspend or discharge for just cause, except as expressly limited by this Agreement, and the right to lay off due to lack of work, and in general all other functions of management unless expressly limited by the Agreement are reserved to and are vested exclusively in the Company.

ARTICLE 24

Temporary Transfers

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24.1 Temporary Transfers

If an employee is required to fill the place of another employee, his rate of pay shall not be changed.  For example, if an employee is required to fill the place of another receiving a lower rate, his rate of pay will not be reduced.  On completing his period of temporary assignment he shall return to his former duties. Temporary assignment means a period of thirty (30) days or less.  Senior employees will be given preference where possible.

ARTICLE 25

Smoking

25.1 Smoking Policy

The Company and Union hereby agree and jointly designate all work areas in which employees covered by this Agreement perform any work activities as permitted smoking areas and any employee covered by this Agreement shall be permitted to smoke in any area with the sole exception of areas in proximity to combustible materials which are designated by the Company as non‑smoking areas.  As a matter of common courtesy and health concerns during breaks, employees

will not smoke in the quarry warming shacks.  It is also mutually agreed between Union and Management that in the event significant unresolved conflicts arise concerning this provision, further steps may be taken concerning non smoking provisions.

ARTICLE 26

Discipline/Discharge

26.1 Discipline & Discharge

 An Employee who has completed his probationary period shall not be discharged or otherwise disciplined without just cause.  A copy of written disciplinary action taken against an employee shall be sent to the Local Union office.  Failure to comply within ten (10) days will constitute the warning being null and void.

26.2 Written Warnings

            The Company and Union agree that a written warning more than eighteen (18) months old may not be used as the justification for discipline or discharge of an employee. Subject to the immediately preceding sentence, in progressive discipline cases, the Company will continue to consider in accordance with past practice that a written warning or suspension without a follow‑up discipline or suspension for the same cause for a period of six (6) months, not including time lost for workers compensation, layoff or Sickness & Accident, as restarting the progressive discipline process from the next succeeding written warning or suspension for the same cause.  All inactive disciplinary records will be purged from an employee's record after five (5) years from the date the record was written unless that disciplinary record indicates otherwise.  Nothing in this Section shall be construed to prevent the Company from discharging or otherwise disciplining an employee for just cause or to prevent the Company and the Union from keeping all disciplinary reports in an employee's personnel file and providing the same to the appropriate parties under the Dispute Settlement procedures of Article 16.

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ARTICLE 27

Summer Employees

27.1 Summer Help

(a)  The Company shall not be required to provide fringe benefits, pension contributions, insurance coverage or reserve hours as set forth in Article 17 for persons employed during the summer months except for Call‑In pay as set forth in Section 2.3.

(b) Summer employee minimum wage rate is one ($1.00) dollar above the minimum rate as set by the U.S. Department of Labor.  If such minimum wage rate is increased by the Department of Labor during the life of this Agreement, summer employee pay rates will increase accordingly.  Such employees are not to be employed below the quarry rim, the intention being that they are not to perform general production work.

(c) The Company will not have the right to hire such summer quarry employees as long as there are employees of the Company on layoff who can perform available work and who are willing to do so.

ARTICLE 28

Bethel Quarry

28.1 Bethel Quarry Travel Expense

Employees that are assigned to work at the Bethel quarry (per the provisions of Article 12, para.4) will receive, as a temporary rate, fifty ($.50) cents per hr. over the quarry minimum set wage. When an employee is not assigned to the Bethel quarry he may not receive the temporary rate.

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SIGNATORY PAGE

This page provided by USW

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QUARRY DIVISION

CALENDAR OF HOLIDAY OBSERVANCES

DURING 2009 - 2012 CONTRACT

2009

Memorial Day                                                    May 25                       Monday

Independence Day                                             July 6                           Monday

            Alternative for shut down                       July 3                           Friday

Labor Day                                                        September 7                Monday

Employee Appreciation Day                              September 8                Tuesday                      

Veterans Day*                                                  November 16              Monday

Thanksgiving Day                                              November 26              Thursday

Day After Thanksgiving                                     November 27              Friday

Christmas Day                                                  December 25               Friday

2010

New Years Day                                               January 1                     Friday

Day Before Town Meeting                               March 1                       Monday

Town Meeting Day                                          March 2                       Tuesday

Memorial Day                                                  May 31                        Monday

Independence Day                                           July 5                           Monday

            Alternative for shut down                     July 12                         Monday

Labor Day                                                       September 6                Monday

Employee Appreciation Day                            September 7                Tuesday

Veterans Day*                                                November 15              Monday

Thanksgiving Day                                            November 25              Thursday

Day After Thanksgiving                                   November 26              Friday

Christmas Day                                                December 24               Friday

2011

New Years Day                                             December 31               Friday

Day Before Town Meeting                             February 28                 Monday

Town Meeting Day                                        March 1                       Tuesday

Memorial Day                                                May 30                        Monday

Independence Day                                         July 4                           Monday

            Alternative for shut down                   July 1                           Friday

Labor Day                                                    September 5                Monday

Employee Appreciation Day                          September 6                Tuesday

Veterans Day*                                              November 14              Monday

Thanksgiving Day                                          November 24              Thursday

Day After Thanksgiving                                 November 25              Friday

Christmas Day                                              December 26               Monday

2012

New Years Day                                            January 2                     Monday

Day Before Town Meeting                            March 5                       Monday

Town Meeting Day                                       March 6                       Tuesday

*Veteran's Day will be observed on the first day of rifle season.

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EX-10.5

Agreement Between

UNITED STEELWORKERS

AFL-CIO-CLC

On behalf of USW

AMALGAMATED LOCAL #4

and

ROCK OF AGES CORPORATION

Manufacturing Division

April 25, 2009 - April 29, 2011

AGREEMENT

by and between

Rock of Ages Corporation

and

United Steelworkers, AFL-CIO-CLC

April 25, 2009

TABLE OF CONTENTS

AGREEMENT .................................................................................................................................1

ARTICLE 1 Term ............................................................................................................................1

ARTICLE 2 Hours of Work - - Overtime ...........................................................................................1

            2.1 Regular Hours ................................................................................................................1

            2.2 Maintenance Men ...........................................................................................................1

            2.3 Saturday and Sunday Pay..............................................................................................2

            2.4 Extra Shift ......................................................................................................................2

            2.5 Miscellaneous ................................................................................................................2

ARTICLE 3 Layoff Job Opportunity ................................................................................................3

            3.1 Layoff Job Opportunity.................................................................................................3

ARTICLE 4 Wages ...........................................................................................................................3

            4.1 Wage Increases and Minimum Wages ...........................................................................3

            4.2 Employment ...................................................................................................................4

            4.3 Wage Negotiations .........................................................................................................4

            4.4 Wage Adjustment..........................................................................................................5

            4.5 Transfers ........................................................................................................................5

            4.6 Infirm Employees..........................................................................................................5

            4.7 Payment of Wages .........................................................................................................5

            4.8 Workers' Compensation .................................................................................................6

            4.9 Jury Duty ........................................................................................................................6

ARTICLE 5 Military Service ............................................................................................................6

            5.1 Military Service .............................................................................................................6

ARTICLE 6 Holiday Pay ..................................................................................................................6

            6.1 Paid Holidays .................................................................................................................6

            6.2 Eligibility .......................................................................................................................7

            6.3 Holiday Work .................................................................................................................8

            6.4 Holiday Change .............................................................................................................8

            6.5 Holiday Premium ...........................................................................................................8

ARTICLE 7 Vacations......................................................................................................................8

            7.1 Vacation Period ...............................................................................................................8

            7.2 Vacation Payments..........................................................................................................9

            7.3 Requirements ...................................................................................................................9

            7.4 Amount of Vacation ........................................................................................................10

            7.5 Severance of Employment ..............................................................................................12

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ARTICLE 8 Bereavement/Birth of a Child ......................................................................................12

            8.1 Five (5) Day Bereavement ............................................................................................12

            8.2 Three (3) Day Bereavement ..........................................................................................12

            8.3 Internment .....................................................................................................................12

            8.4 One (1) Day Bereavement .............................................................................................13

            8.5 Birth or Adoption of a Child ...........................................................................................13

            8.6 Bereavement While on Vacation .....................................................................................13

ARTICLE 9 Insurance ......................................................................................................................13

            9.1 Insurance ........................................................................................................................13

            9.2 Benefits ...........................................................................................................................13

            9.3 Contributions...................................................................................................................15

            9.4 Disability ..........................................................................................................................15

            9.5 Retired Employees ...........................................................................................................15

            9.6 Consultant ........................................................................................................................16

            9.7 Insurance Objectives ........................................................................................................16

            9.8 Delinquency .....................................................................................................................16

ARTICLE 10 Pension Plan Agreement ...............................................................................................16

            10.1 Merger of the Pension Plan ...............................................................................................16

            10.2 Incorporated Documents...................................................................................................16

            10.3 Contribution Rate.............................................................................................................17

            10.4 Covered Employees ........................................................................................................17

            10.5 Hours Worked................................................................................................................17

            10.6 Payment of Contribution..................................................................................................17

            10.7 Coverage - Newly Hired Employees Not Previously Covered.........................................17

            10.8 Coverage - Newly Hired Employees Who Were Previously Covered..............................17

            10.9 Contribution Reports and Data.......................................................................................17

            10.10 Delinquent Employers..................................................................................................18

ARTICLE 11 401K Plan ..................................................................................................................18

            11.1 401K Plan....................................................................................................................18

ARTICLE 12 Notices .....................................................................................................................18

            12.1 Bulletin Boards ............................................................................................................18

            12.2 Holiday Notice ............................................................................................................18

            12.3 Emergencies ................................................................................................................18

            12.4 Plant Bidding ...............................................................................................................18

            12.5 Union Postings .............................................................................................................19

ARTICLE 13 Layoff, Recall, Reinstatement After On-the-Job Injury ...................................................19

            13.1 Layoff and Recall ............................................................................................................19

            13.2 Layoffs...........................................................................................................................20

            13.3 Layoff Job Opportunity...................................................................................................20

            13.4 Seniority.........................................................................................................................21

            13.5 Seniority Roster ..............................................................................................................21

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ARTICLE 14 Union Security ..........................................................................................................21

            14.1 Union Security ............................................................................................................21

ARTICLE 15 Check-off .................................................................................................................21

            15.1 Check-Off ..................................................................................................................21

            15.2 Union Copy ................................................................................................................21

            15.3 Dues Penalty ...............................................................................................................22

            15.4 Journeyman Dues ........................................................................................................22

            15.5 Sign-Ups .....................................................................................................................22

ARTICLE 16 Dispute Settlement ....................................................................................................22

            16.1 Dispute Settlement ......................................................................................................22

            16.2 Company Grievances ..................................................................................................23

            16.3 Signed Grievances .......................................................................................................23

            16.4 Rules ...........................................................................................................................23

ARTICLE 17 Plant Access .............................................................................................................24

            17.1 Plant Access ...............................................................................................................24

ARTICLE 18 Nondiscrimination .....................................................................................................24

            18.1 Non Discrimination .....................................................................................................24

ARTICLE 19 Public Insurance .......................................................................................................24

            19.1 Reinstatement to Job ..................................................................................................24

            19.2 Unemployment/Workers Compensation .....................................................................24

ARTICLE 20 Mutual Cooperation .................................................................................................25

            20.1 Mutual Cooperation ...................................................................................................25

ARTICLE 21 Labor Management Team ........................................................................................25

            21.1 Labor-Management Team (LMT) ..............................................................................25

ARTICLE 22 Safety Measures .......................................................................................................26

            22.1 Safety Glasses ............................................................................................................26

            22.2 Miscellaneous .............................................................................................................26

            22.3 Plant Heat ..................................................................................................................27

            22.4 Consultation and Enforcement .....................................................................................27

            22.5 Legal Obligations ........................................................................................................27

ARTICLE 23 Probationary Period ..................................................................................................28

            23.1 Probationary Period ....................................................................................................28

ARTICLE 24 Apprentices ..............................................................................................................28

            24.1 Apprentices ................................................................................................................28

            24.2 Reduction of Work .....................................................................................................28

            24.3 Apprentice Wages ......................................................................................................28

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ARTICLE 25 Leaves of Absence ....................................................................................................28

            25.1 General Leave of Absence - Leave ..............................................................................28

            25.2 Union Leave................................................................................................................29

            25.3 Presidential - Executive Board Leave...........................................................................29

ARTICLE 26 Discipline/Discharge ..................................................................................................29

            26.1 Discipline/Discharge ....................................................................................................29

            26.2 Written Warnings ........................................................................................................29

ARTICLE 27 Interdivisional Maintenance Work ..............................................................................29

            27.1 Interdivisional Maintenance Work ................................................................................29

ARTICLE 28 Subcontracting ..........................................................................................................30

            28.1 Subcontracting ............................................................................................................30

ARTICLE 29 Management's Rights .................................................................................................30

            29.1 Management's Rights ...................................................................................................30

SIGNATURES...............................................................................................................................31

CALENDAR OF HOLIDAYS.......................................................................................................32

iv

AGREEMENT

Agreement entered into as of April 25, 2009 by and between the ROCK OF AGES CORPORATION of Graniteville, Vermont (the Company) its successors and assigns and the UNITED STEELWORKERS, AFL‑CIO‑CLC on behalf of USW Amalgamated Local #4 (the Union).  In consideration of the mutual covenants herein contained, it is agreed as follows:

ARTICLE 1

Term

This Agreement shall be effective April 25, 2009 and shall continue in full force and effect through April 29, 2011 and from year to year thereafter, unless either party gives notice to the other, not less than sixty (60) days prior to April 29, 2011 or prior to April 29 of any year thereafter, that it desires to alter, amend or terminate any or all of the terms hereof.

ARTICLE 2

Hours of Work ‑ Overtime

2.1 Regular Hours

(a)  Eight (8) hours shall constitute a day's work, five (5) days shall constitute a week's work, Monday to Friday inclusive.  Daily working hours will begin no earlier than 7:00 a.m. and end no later than 3:30 p.m., except as follows:  The hours of operations may be changed by a majority vote of each union and agreed to by the company.

(b)  All work done outside the working hours as prescribed above and work done during the regular lunch period shall be paid at time and one‑half.

(c)  Overtime will be distributed as equitably as is practicable and will be assigned to employees based on such factors as who regularly works in the areas, who regularly performs the work and special circumstances.  Refusal of overtime shall not preclude a man from future overtime.  However, any refused hours will be included when determining equitable distribution.

Whenever possible, weekday overtime requests will be made no later than noon on the preceding day, and weekend requests will be made by noon on Thursday.  If there are not sufficient volunteers, employees are to be assigned on the basis of inverse seniority, subject to demonstrated ability to perform the work on those shifts.

 (d) An employee and an employer may, by mutual agreement, arrange a schedule for the employee which differs from the general schedules set forth in this Article.  The Union will be notified of such arrangement.  No such arrangement shall extend for more than two (2) weeks unless approved by the Union.

2.2 Maintenance Men

            The working day for maintenance men, regularly employed as such, shall be of eight (8) hours' duration to be worked between 7:00 a.m. and 3:30 p.m. and the working week shall be of forty (40) hours' duration to be worked from Monday to Friday, inclusive.  The overtime rate shall be at time and one‑half for all hours worked over any continuous eight (8) hour period, excluding lunch hour.  The lunch hour of thirty (30) minutes is to be taken at the option of the employee.

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2.3 Saturday and Sunday Pay

All work done on Saturday shall be paid at time and one‑half.  Work shall be regarded as being performed on Saturday only if an employee's shift begins on Saturday.  Work done on Sunday shall be paid at double time.

2.4 Extra Shift

(a)  It is agreed that the Company shall have the privilege of operating three (3) shifts.  One (1) shift is to be the established working day and to be paid as per Article 4 of this Agreement.  The second (2nd) and third (3rd) shifts shall be of eight (8) hours' duration including a one‑half (1/2) hour meal period which will be paid.  In addition to payment for work performed in accordance with Article 4 of this Agreement, employees and apprentices working on the second (2nd) or third shift shall receive a shift premium of One Dollar and Seventy-five Cents ($1.75) per hour.

(b)  The Company shall not require any employee to work alone unless a telephone is readily available on the premises and a beeper with an automatic safety call‑in every fifteen (15) minutes unless deactivated by the employee. 

2.5 Miscellaneous

(a)  Saturday Work.  It is mutually agreed that work done on Saturday by grouters, tool grinders and saw helpers shall not include any crane operation, boxing, or mechanical repair work.

(b)  Regular Lunch Period.  No work is to be done during the regular lunch period except in a case of emergency where it is necessary.  If the Company desires to change the regular lunch period from one (1) hour to one‑half (1/2) hour, the Company has the option to make such change if a majority of the employees represented by this Union and a majority of the employees represented by any other local Union, voting separately in a vote conducted by the respective Union representatives, approve that change in hours.

(c)  Notice of Absence.  Employees are obligated to give notice, as soon as possible, to the Company on the day they are unable to report for work.  This should be done as soon as possible and include the reason for absence or lateness. An absence for three (3) consecutive scheduled workdays without notifying the Company will subject the employee to discipline, up to and including discharge.

(d)  Report Pay.  In the absence of a notice not to report to work, should any employee report to work and be discharged before work begins or during the first two (2) hours of the day, he shall be paid no less than two (2) hours' pay.

(e)  In assigning employees to work on the second (2nd) and/or third (3rd) shift, the Company shall first seek volunteers with preference being given on the basis of length of service (seniority) with the Company subject to demonstrated ability to perform the work on those shifts.  If there are not sufficient volunteers, employees shall be assigned on the basis of inverse seniority, subject to demonstrated ability to perform the work on those shifts.

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ARTICLE 3

 Layoff Job Opportunity

3.1 Layoff Job Opportunity

In the event of a layoff of employees covered by this contract and if the Company has need for additional manpower in any of its other divisions in Barre or Bethel, the Company will offer these positions to the laid‑off employees by seniority subject to ability and physical fitness and a sixty (60) day probationary period.  The employee selected may accept the position offered or elect to take the layoff.  During the probationary period, the successful employee may revert to layoff status at his option.  If the position available is covered by a different contract, the employee shall not be required to change groups unless he is not returned to his former position within twelve (12) months.  The employees shall suffer no loss of seniority for such assignment when he is returned to his former position.  Employees will be returned to their former positions by seniority if and when work becomes available.

It is contemplated that the employees choosing to work in a new division will be assigned entry level positions.  If the employee is assigned to a classification higher than laborer, grouter, plant sweeper, tool grinder or quarryman, the employee shall not hold the position for more than sixty (60) days without the consent of the Union.  Those accepting assignment in another division will be the lowest in seniority in that division.  If an employee does not honor a recall notice to his former position, or is employed in the new division for more than twelve (12) months, his seniority in his prior division shall be lost and his seniority date in his new division shall be his start date with that division except if otherwise agreed by the Company and Union.

The Company and the Union agree that as a new and untested provision, either the Union or the Company may cancel this provision with thirty (30) days' prior written notice of cancellation.

ARTICLE 4

Wages

4.1 Wage Increases and Minimum Wages

(a)  Effective April 26, 2009 each employee in the bargaining unit shall receive the following minimum wage rates:

April 26,2009

Group A

Drivers‑Permanently assigned over‑the‑road

(Barre area), 10‑wheel, carrying blocks

or slabs over 15 tons, with a majority of

time spent in such over‑the‑road driving  .........................................................$19.00

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Group B

Maintenance  .....................................................................................................$18.80

Group C

Lumpers/crane operators, Boxer/Washstand, Grouter, Plant Sweeper

Fork Lift Operator, Yardman, Shipper, Tool Grinder, Saw Helper

 Light Truck Drivers  .......................................................................................$18.70

Note:  all existing employees grandfathered at existing pay levels if over new minimums.

(b)  Effective May 2, 2010 each employee in the bargaining unit shall receive a wage increase of fifty cents ($.50) per hour, and the minimum wage rate shall be as follows:

May 2, 2010

Group A

Drivers‑Permanently assigned over‑the‑road

(Barre area), 10‑wheel, carrying blocks

or slabs over 15 tons, with a majority of

time spent in such over‑the‑road driving  .....................................................$19.50

Group B

Maintenance  ..................................................................................................$19.30

Group C

Lumpers/crane operators, Boxer/Washstand, Grouter, Plant Sweeper

Fork lift operators, Yardman, Shipper, Tool Grinder, Saw Helper

Light Truck Drivers  ......................................................................................$19.20

(c) Apprentice wage rates shall be the following percentage of the applicable journeyman rate:

Start:                           70%                 After 6 months:           90%

After 3 months:           80%                 After 1 year:                100%

4.2 Employment

It is mutually agreed and understood between the Company and the Union that employment on a weekly basis shall not be permitted in any plant covered by this Agreement unless agreed upon by the Union.

4.3 Wage Negotiations

        It is mutually agreed by both parties that types of labor performed for which no classification or minimum wage rates have been fixed can at any time be opened by either party and submitted to the Labor Management Team (LMT) of the Union and the Company.  The decisions of the LMT under this Article shall be subject to ratification by the Company and the Union.  If the LMT fails to agree or if the Agreement is not ratified by both parties, either party may invoke arbitration within twenty (20) calendar days after the LMT has failed to agree or the parties have failed to ratify, as the case may be.  The arbitration procedure will otherwise be in accordance with Article 16.1 beginning at Step 4.

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4.4 Wage Adjustment

If at any time during the existence of this Agreement an increase should be granted, any employee receiving more than the minimum wage as provided in this Agreement should receive the same wage adjustments but for no reason shall his wages be reduced before making said adjustments.

4.5 Transfers

When a employee, except an apprentice, is required to fill the place of another employee receiving a higher rate of wages, under Article 4, he shall receive the higher contract rate while performing these duties, but if required to fill the place of another employee receiving a lower rate, for a period of thirty (30) days his rate will not be changed.

            The Union understands that there is a need for flexibility within the Company to assure for an efficient operation.  The Company and Union agree that the Company may assign employees from one plant to work "temporarily" in another plant.  The word "temporary" is understood and agreed to mean the limited covering for sickness, vacations, injuries, operational emergencies and/or the scope and/or the duration of a particular project or projects.  It is not the intent of the Company to use temporary assignments as a means to replace or displace an employee in one plant with an employee from another plant.  In the event the Union believes that the Company has not complied with this provision, the Union may bring the situation in question to the Labor-Management Team ("LMT") for resolution.  If the matter cannot be resolved by the LMT, the Union shall have the right to grieve it.

4.6 Infirm Employees

Employees who through infirmity or other reasons are not able to earn the wage given in this Agreement may work for such wages as may be satisfactorily agreed upon between the Union representative, the employee and the Company.

4.7 Payment of Wages

(a)  Wages may be paid by cash or check in an envelope at the option of the Company.  In the event of a default in payment of such check by the Company, such option shall be revoked and payment shall thereafter be in cash.  Wages to be paid in full weekly and within five (5) days of the time they become due, and to be paid during working hours; not more than five (5) days to be retained.

(b)  Any employee discharged shall receive his pay immediately.  Any employee leaving shall notify the Company and having complied with this requirement shall receive his pay in cash or check on the regular pay day for the week of separation in person or by mail at the option of the employee.

(c)  The Company shall be required to furnish employees with written information weekly which shall designate the total earnings, total withholdings, number of hours worked at straight time and number of hours at overtime and rate of pay.

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4.8 Workers' Compensation

If an employee has to leave work because of a workers' compensation injury and is unable to return, he shall suffer no loss of straight time pay for that day.

4.9 Jury Duty

An employee who is required to report for jury duty on a day when he otherwise would have worked shall receive regular straight‑time pay for up to a maximum of thirty (30) days per calendar year.  The Company can require verification of jury duty served.  It is understood that if an employee is released from jury duty so that he can reasonably report for work at least three (3) hours before the end of his scheduled shift, he must report for work that day.

ARTICLE 5

Military Service

5.1 Military Service

Employees' rights shall not be forfeited because of service with the Government during national emergencies.  The Company agrees to abide by national laws covering rehiring of veterans.

ARTICLE 6

Holiday Pay

6.1 Paid Holidays

(a)  There shall be up to 11 paid holidays.  The paid holidays shall be:  the day preceding Town Meeting Day, Town Meeting Day, Memorial Day, July Fourth, Labor Day, Veterans' Day, Thanksgiving Day, Friday after Thanksgiving Day and Christmas Day, and shall be paid regardless of whether the holiday falls on a Saturday or Sunday.  In addition, there shall be a paid holiday for New Year's Day, subject to the following terms and conditions.  To be eligible for this holiday, an employee must satisfy all eligibility requirements of this Article.  In addition, the employee must work during the week in which the New Year's holiday falls.  Payment of the Christmas holiday does not affect eligibility for the New Year's holiday.  There shall be a paid holiday for Rock of Ages Employee Appreciation Day to be observed by all employees on the Tuesday following Labor Day holiday.  The holidays will be observed during the term of this contract on the dates shown on the attached Calendar of Holiday Observances. .  In the event the Veteran's Day holiday shown on the attached Calendar does not fall on the designated National holiday, employees may take paid vacation or unpaid personal time to attend Veteran's Day observances given notice to management of at least one week.

(b)  If a holiday falls on Saturday or Sunday, it shall be observed on the following Monday, in accordance with the holiday calendar attached hereto.

(c)  Employees who are laid off during either of the weeks in which Town Meeting days or Thanksgiving falls shall not be eligible for holiday pay in those weeks.  Instead, such employees must as individuals report to work on the first (1st) work day following the conclusion of any such layoff and such employees may collectively and mutually agree with the Company on days when they will, as a group, take personal days off with pay if they were otherwise eligible for the holiday pay.  Such personal days must be taken within thirty (30) days after the first work day following the conclusion of the layoff in question and if mutual agreement is not reached, the employees will receive pay in lieu of any holidays to which they were entitled.

6

(d)  An employee absent because of an off-the-job accident or sickness who is receiving sickness and accident benefits will be paid his regular-wage holiday pay in lieu of his daily sickness and accident benefit.

6.2 Eligibility

(a)  The employee must have at least thirty (30) working days accumulated service to be eligible for paid holidays.  After completing thirty (30) working days' service any paid holiday that fell within the thirty (30) working day period becomes payable.  If an employee quits before he has accumulated thirty (30) working days' service, no holiday pay is due.  If he is laid off or is discharged through no fault of his own before he has accumulated thirty (30) working days' service, any holiday which fell within the period of his employment and discharge becomes due and payable.

(b)  Subject to the provisions of 6.1 (c), any employee who works to within four (4) working days of a paid holiday and who has thirty (30) working days' accumulated service with the Company and is then discharged or laid off will receive nevertheless the holiday pay.

(c)  When a holiday falls in an employee's vacation week, the employee shall receive pay for that day at straight time in addition to vacation pay.

(d)  During the week of a paid holiday, the employee must work a minimum of a full scheduled work week excluding the holiday or holidays less one (1) scheduled workday.  Exceptions to the above ruling can be made only by prior arrangements with the Company.  Sickness during the week of a holiday shall not disqualify an employee if he has notified the Company.

(e)  No employee shall be entitled to the holiday pay as provided in this Article if such employee is not working and is receiving compensation or benefits during such period in which he is not working, whether he is receiving such compensations or benefits under the State Unemployment Compensation Act, State Workers Compensation Act , Granite Group Insurance Trust, or from any similar source to which the Company contribute except as provided for under Article 6, subsection 6.1(d). Apprentices are eligible for paid holidays.

6.3 Holiday Work

Work done on the following holidays, namely, January 1st, the day preceding Town Meeting Day, Town Meeting Day, Memorial Day, July Fourth, Labor Day, Employee Appreciation Day, Veterans Day, Thanksgiving Day, Friday after Thanksgiving Day and Christmas Day, shall be paid as double time.

6.4 Holiday Change

In the event of a state or federal law affecting the date on which holidays are celebrated, the parties hereto will negotiate with respect to appropriate changes in this Article with the understanding that the number of holidays shall remain the same as set forth above.

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6.5 Holiday Premium

Any paid days off to which an employee is entitled under this Article shall include second (2nd) and/or third (3rd) shift premiums, as the case may be, if the employee is assigned to such shift on the day(s) for which he is entitled to such pay.

ARTICLE 7

Vacations

7.1 Vacation Period

(a)  The vacation period shall be May 1 to April 30, subject to the following conditions:  In the event of a shutdown, the employee can defer his vacation to another date mutually agreed upon with his employer, in which case the Company shall notify the Union of the employees' names and deferred vacation dates; if there is a conflict in dates among employees seeking the same vacation time, seniority shall govern unless the Company can show that the senior employee's presence in the requested period is indispensable.  Employees who are entitled to vacation who are scheduled to perform maintenance work may schedule and take vacations in accordance with existing practices.  (The practice of permitting an employee to take a leave of absence without pay will be continued.)

(b)  Beginning in 2010, employees will be required to use a full week of vacation during the week of July 4^th if the company chooses to shut down that week.

(c)  An employee must take at least one (1) week's vacation away from the job per contract year unless otherwise mutually agreed by the Company and the employee and approved by the Union.

(d)  Employees must apply for vacations in writing prior to March 1.  The company will notify employees of their intention to close the plant for the week of July 4^th prior to the March 1^st vacation request deadline.  Written rejection stating the reason why in accordance with 7.1(a) shall be returned to the employee by March 15th or the vacation requested shall be deemed approved.

 (e) Subject to the advance approval of management (which approval shall not be unreasonably withheld), employees may occasionally take one-half (1/2) day of vacation.  Half-days cannot be scheduled on the annual vacation calendar.

7.2 Vacation Payments

(a)  Payments of vacation pay to employees will be made in advance. If an employee is permanently laid off or resigns, vacation pay or fraction thereof shall be payable in cash or check on the regular pay day for the week of separation.

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7.3 Requirements

(a)  Vacations will be granted to employees who have fulfilled the following requirements prior to May 1:

            (i)  An employee must have worked ninety percent (90%) or more of the regular hours worked by the plant during his period of employment for the twelve (12) months preceding May 1, the start of the vacation period, to be eligible for full vacation earned.

            (ii)  Three‑fifths (3/5ths) of full vacation earned if employee has worked eighty percent (80%) of the plant hours scheduled.

            (iii)  No vacation earned if employee has worked less than eighty percent (80%) of the plant hours scheduled.

            (iv)  Overtime hours worked shall be included in determining whether an employee has met the requirements of subsections (i) and (ii).

            (v)   For apprentices, vacation accruals will begin once the employee has been with the Company for three (3) months and will be retroactive to his date of hire.

(b)  For the purpose of determining whether the requirements above have been fulfilled and in computing the amount of vacation to which an employee is entitled under Section 7.4 below, the following additional rules shall govern:

            (i)  Temporary layoff of sixty (60) days or over, USW strike time or shutdowns due to business conditions do not count as earned time but do not terminate length of accumulated service.  Permanent layoff, resignation, or discharge breaks length of service.  If an employee is temporarily laid off and later asked to return to work with a guarantee of at least three (3) months' work and refuses to do so, then this constitutes a break in his length of service.  If he is employed at a later date, it will be necessary to begin anew to build up years of service and earned time.  Example:  A man works two (2) years for one (1) employer and then is laid off for a period of nine (9) months.  At the end of nine (9) months he returns to work for the same employer and works two (2) more years.  His earned time is four (4) years.

            (ii)  An employee who has been employed by the Company for at least six (6) months shall be credited with up to a maximum period of one (1) year, time lost by employee's sickness or accident or absence sanctioned by management in writing, as earned timed and accordingly the employee will be paid vacation pay.

Example: A man works two (2) years and three (3) months for one (1) employer and then is absent from work for nine (9) months because of sickness.  At the end of the nine (9) months' sickness, he returns to work. The earned time is three (3) years.  If, after receiving vacation pay he then only works another two (2) months, he is entitled to two‑twelfths (2/12ths) of two (2) weeks' vacation; six (6) months, six‑twelfths (6/12ths) of two (2) weeks, and so forth.

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7.4 Amount of Vacation

Vacations will be granted to employees as follows:

(a)  First (1st) Week.  One (1) week's vacation or fraction thereof will be granted employees with less than one (1) year of industry service on May 1 based upon the number of months he has been employed in accordance with the table below.  This will establish him on a May 1 to May 1 basis for future vacation calculations.

Length of Industry Service                                                       Vacation

1 mo.                           1/12 of a week                                    3.3 hours

2 mos.                          2/12 of a week                                    6.6 hours

3 mos.                          3/12 of a week                                    10.0 hours

4 mos.                          4/12 of a week                                    13.3 hours

5 mos.                          5/12 of a week                                    16.5 hours

6 mos.                          6/12 of a week                                    20.0 hours

7 mos.                          7/12 of a week                                    23.1 hours

8 mos.                          8/12 of a week                                    26.4 hours

9 mos.                          9/12 of a week                                    30.0 hours

10 mos.                        10/12 of a week                                  33.0 hours

11 mos.                        11/12 of a week                                  36.3 hours

12 mos.                        1 week                                                 40.0 hours

(b)  Second (2nd) Week.  Employees with one (1) or more years of industry service on May 1 shall be entitled to two (2) weeks' vacation or any fraction thereof computed in accordance with the following table:

Length of Industry Service                                                        Vacation

1 mo.                           1/12 of 2 weeks                                   6.6 hours

2 mos.                          2/12 of 2 weeks                                   13.3 hours

3 mos.                          3/12 of 2 weeks                                   20.0 hours

4 mos.                          4/12 of 2 weeks                                   26.6 hours

5 mos.                          5/12 of 2 weeks                                   33.3 hours

6 mos.                          6/12 of 2 weeks                                   40.0 hours

7 mos.                          7/12 of 2 weeks                                   46.6 hours

8 mos.                          8/12 of 2 weeks                                   53.3 hours

9 mos.                          9/12 of 2 weeks                                   60.0 hours

10 mos.                        10/12 of 2 weeks                                 66.6 hours

11 mos.                        11/12 of 2 weeks                                 73.3 hours

12 mos.                        2 weeks                                               80.0 hours

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            (c)  Third (3rd) Week.  Employees will be granted a third (3rd) week's vacation or fraction thereof computed on a May 1 to May 1 basis beginning with the second (2nd) May of his continuous employment in the industry as follows:

2nd May    ‑     1 day      ‑     8 hours

3rd May     ‑     2 days     ‑     16 hours

                                    4th May     ‑     3 days     ‑     24 hours

5th May     ‑     1 week    ‑     40 hours

Payment for such third (3rd) week's vacation or fraction thereof will be paid in accordance with Section 7.2 of this Article.

(d)  Fourth (4th) Week.  Employees will be granted a fourth (4th) week's vacation computed on a May 1 to May 1 basis beginning with the twenty‑fifth (25th) May of his continuous employment with the Company.  Payment for such fourth (4th) week of vacation shall be in accordance with 7.2(a).

Employees will be granted a fourth (4th) week's vacation or fraction thereof computed on a May 1 to May 1 basis beginning with the twenty‑first (21st) May of his continuous employment with the Company as follows:

21st May    ‑     1 day      ‑     8 hours

                                    22nd May  ‑     2 days     ‑     16 hours

23rd May   ‑     3 days     ‑     24 hours

24th May   ‑     4 days     ‑     32 hours

25th May   ‑     5 days     ‑     40 hours

(e)  Such vacation (time off) or vacation pay shall be paid at the straight time hourly rate of pay in effect for said employees at the time of taking vacation or receiving fractional vacation pay upon separation from employment.  In figuring all earned vacation, a percentage of the regular straight time hours worked during the year preceding May 1 will be used to determine the vacation pay.  Overtime is not to be used in computing vacation time.

Vacation pay and vacation bonuses shall include shift premiums for employees regularly assigned to the second (2nd) or third (3rd) shifts, as the case may be, when such vacation or bonus

pay becomes due and payable.

(f)  For the purpose of this Article, an employee's industry service shall be deemed terminated in the event the employee voluntarily leaves the industry.

(g)  For the purpose of computing vacation pay or fractions thereof, an employee hired on or before the fifteenth (15th) day of a month shall be credited with the full pro rata vacation pay otherwise attributed to that month, and an employee hired after the fifteenth (15th) day of a month shall not be credited with any pro rata vacation pay for that month.  An employee whose employment terminates on or after the fifteenth (15th) of the month shall be credited with full pro rata vacation pay otherwise attributable to that month.  An employee whose employment terminates before the fifteenth (15th) of the month shall not be credited with pro rata vacation pay for that month. 

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EXAMPLE: A man comes to work on February 13, 1980.  On May 1, 1980 he has completed three (3) months of employment and he is entitled to fractional vacation pay of three‑twelfths (3/12ths) of one (1) week.  On May 1, 1981, the second (2nd) May of his employment, he is entitled to two (2) weeks' vacation pay payable at vacation time and one (1) day of vacation payable on the fourth (4th) regular pay day after his return to work.  On May 1, 1982, he would be entitled to two (2) weeks and two (2) days; May 1, 1983 ‑two (2) weeks and three (3) days; and May 1, 1984 ‑ three (3) weeks.  It is assumed in this example that the man worked at least ninety percent (90%) of the scheduled hours worked by the plant during each of the applicable twelve (12) month periods.  If he has worked eighty percent (80%) of the time, he will receive three‑fifths (3/5ths) of the vacation pay otherwise due.

7.5 Severance of Employment

A new employee or an employee who is laid off, discharged or quits is to be allowed the vacation benefit to which he is entitled under Section 7.4 above, prorated according to his months of service; for example, one (1) month  = 1/12th; three (3) months = 3/12ths; ten (10) Months = 10/12ths; etc.  Employees discharged for cause shall not be eligible for pro rata vacation.

ARTICLE 8

Bereavement/Birth of a Child

8.1 Five (5) Day Bereavement

In the event an employee suffers the death of his child/stepchild, spouse, mother or father, and the funeral and its arrangements occur during the employee's scheduled workdays, the employee shall be allowed up to five (5) days off with pay, at his rate of pay.

8.2 Three (3) Day Bereavement

In the event an employee suffers the death of his brother, sister, stepmother, stepfather, spouse's father, spouse's mother, grandchild, and the funeral and its arrangements occur during the employee's scheduled workdays, the employee shall be allowed up to three (3) days off with pay, at his rate of pay.  In the event an employee suffers the death of his spouse's stepmother or stepfather and the funeral and its arrangements occur during the employee's scheduled workdays, the employee shall be allowed up to three (3) days off with pay, at his rate of pay.

8.3 Internment

If interment is postponed to a later date and occurs during the employee's scheduled work day, the employee may take one (1) of the three (3) foregoing days off with pay on the day of interment.

8.4 One (1) Day Bereavement

If an Employee attends the funeral of a significant other, an in-law, grandparent or the grandparent of his spouse or his spouse's brother or sister and it takes place on a day when he otherwise would have worked, he shall not suffer a loss of any straight time pay for that day.  

Any paid days off to which an employee is entitled under this Article shall include second (2nd) and/or third (3rd) shift premiums, as the case may be, if the employee is assigned to such shift on the day(s) for which he is entitled to such pay.

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8.5 Birth or Adoption of a Child

An employee will be entitled to one (1) day off with pay for the birth of the employee's biological child or the day of adoption of a child.

8.6    Bereavement While on Vacation

            Employees who are on vacation when death occurs will receive the bereavement benefit, and may use the affected vacation days at a later date.

ARTICLE 9

Insurance

9.1 Insurance

The Company agrees to provide group insurance to employees and dependents as set forth herein.

9.2 Benefits

(a)  The health and welfare plan administered by the Company or its administrator as selected by the Company shall provide for benefits as follows:

           (i)  Group Term Life Insurance ‑ $75,000.  The benefit amount will increase to $80,000 effective May 1, 2010.

          (ii)  Sickness and Accident Insurance ‑ $380.00 per week effective April 25, 2009 and $390.00 per week effective May 2, 2010 for fifty-two (52) weeks with a Social Security offset for the last twenty-six (26) weeks thereof; eligibility commences on the first (1st) day of accident or hospitalized sickness and the fifth (5th) day of non‑hospitalized sickness.  If an employee qualifies for sickness and accident insurance because of five (5) days of non‑hospitalized sickness and remains qualified for at least one (1) additional week, the Company will pay the employee the current rate for the unpaid five (5) day qualifying period.

          (iii)  Accidental Death or Dismemberment Insurance ‑ $75,000. The benefit amount will increase to $80,000 effective May 1, 2010.

          (iv)  Paid‑up Term Life Insurance.

                        (1)  Employees with ten (10) or more years of service retiring on a regular pension will be given an $8,000 term insurance policy or other funding mechanism on terms satisfactory to the Union.

                        (2)  Employees with ten (10) or more years of service retiring on an early retirement pension will be covered by a regular $8,000 term insurance policy or other funding mechanism on terms satisfactory to the Union; or until age sixty‑five (65) when it will be eliminated and replaced by a $8,000 term insurance policy or other funding mechanism on terms satisfactory to the Union.

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                        (3)  Any employee with ten (10) or more years of service becoming totally disabled after May 1, 1981 will continue to receive coverage for the full amount of life insurance then in effect until he becomes substantially employed, as determined by the Company and Union at which time the insurance will be eliminated completely; or until age sixty‑five (65) when it will be eliminated and replaced by a $8,000 term insurance policy or other funding mechanism on terms satisfactory to the Union.

                        (4)  The full amount of life insurance shall apply to employees with at least ten (10) years service, and the amount of insurance shall be prorated down by years of service for employees with less than ten (10) years of service.           

(v) Health Insurance ‑ Health Insurance ‑  The Company shall provide four (4) health insurance plans equivalent to the Blue Cross Vermont Health Partnership (VHP),  the Blue Cross Vermont Freedom Plan 100 (VFP100), the Blue Cross Vermont Freedom Plan  500 (VFP500) and the Blue Cross J Plan, subject to the following general conditions: 

1.  Company will provide J or equivalent plan (including vision), with employee contributions of 19 % going to 20% as of January 1, 2010. 

2.  Company will provide VHP or equivalent plan (including vision and dental) with employee contributions of 18% going to 20% as of January 1, 2010. 

3.  Company will provide VFP 100 or equivalent plan (including vision) with employee contributions of 17% going to 18% as of January 1, 2010.

4.  Company will provide VFP 500 or equivalent plan (including vision) with employee contribution of 3% going to 7% beginning January 1, 2010. 

5.  The Company has the right to rate the health plans separately. 

6.  New employees may not enroll in VHP or J plans.  If they take health insurance, they must take a VFP plan.  They will be eligible to take other plans, if offered, after they are with the company for six years. 

7.  Employees who are enrolled in the J or VHP plans cannot switch between these two plans, but may switch to a VFP plan when it is available.  Once an employee selects a VFP plan or opts out of the health insurance plan, the employee is not eligible for a VHP or J plan. 

8.  Employees on either VFP Plan may purchase dental by paying 50% of the premium. 

9.  Employees may choose to opt out of health plans and obtain a monthly stipend of $300 paid once per month through payroll.  To be eligible, an employee must demonstrate that he has insurance elsewhere.

(b)  The insurance benefits which are provided for by the Company shall be described in a brochure which shall be distributed to employees by the Company.  The terms and conditions under which such benefits are provided are governed by insurance agreements between the Company and its insurance carriers.

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9.3 Contributions

The Company shall maintain life insurance coverage for three (3) months and shall continue its contributions for the health insurance coverage of a laid‑off employee for three (3) calendar months (provided the employee makes his contribution if any is required).  If the employee is laid off on or before the fifteen (15th) of a month, that month shall be considered the first of the three (3) months; and if the employee is laid off after the fifteenth (15th) of a month, the following calendar month shall be considered the first (1st) of the three (3) months.  If an active employee dies, the Company will continue health insurance coverage for qualifying survivors (if any) for a period of three (3) months at no cost to said survivor(s).  This provision shall not apply to employees on layoff, Workers Compensation, or sickness and accident insurance.  To keep policies in force, both Company and employee must pay his share while the employee is off the job because of sickness and accident, strike or lockout or any other suspension in the industry beyond the control of either management or labor.

9.4 Disability

If an employee is permanently and totally disabled, the Company shall continue its contribution for up to six (6) months, as described in previous section "Contributions."  Thereafter, the Company will provide such health insurance contributions (provided the employee makes his contribution, if any is required) for five (5) years from the date when he ceased to work due to such disability.  At the end of such five (5) year period, the Company shall thereafter continue its contributions for individual coverage only, as long as the employee is permanently and totally disabled, or until he reaches age sixty-five (65), whichever occurs sooner; provided, that the Company will not make any contributions described in this subsection (a) during any period when the employee or his spouse is employed and group health insurance benefits are available to them, or after he reaches age sixty-five (65).  The Company and the Union may amend this subsection in their discretion.

9.5 Retired Employees

            Effective May 2, 1981, any employee who has retired between April 30, 1975 and April 28, 1990 under the provisions of the Barre Belt Granite Employer‑Union Pension Plan shall be allowed to continue group insurance coverage in the amount of $3,000 of term insurance, subject to any applicable insurance carrier rules and regulations. The full cost of such coverage will be paid by the retired employee at the group rate applicable to the term life insurance including such insurance for retired employees being provided through the Company.  The premium shall be paid by such retired employee.  The Company agrees to pay one (1) month's health care premium for each five (5) years of service with the Company, up to a maximum of three (3) month's premium.

9.6 Consultant

The Company is authorized to utilize the services of an impartial professional consultant as deemed necessary to advise concerning the proper operation of the insurance program.

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9.7 Insurance Objectives

The parties agree to consider and implement by agreement health insurance cost containment measures with a view to improving and increasing the quality and efficiency of health care.

9.8 Delinquency

If the Company is delinquent more than thirty (30) days pursuant to this section; if the Union gives written notice to the Company of its intent to withhold the services of employees; and if the Company has not cured the delinquency by the appropriate payment or by entering into an arrangement satisfactory to the Trustees by the sixtieth (60th) day after the delinquency began; then the Union shall have the right to withhold the services of employees beginning on the sixtieth (60th) day of delinquency or fifteen (15) days after notice from the Union, whichever occurs later, if, and as long as, the Company is in violation of this section.  For purposes of this paragraph, the Trustees shall be deemed to have delegated the judgment concerning whether the appropriate payment or a satisfactory arrangement has been reached to the Administrator.  In addition, the Company shall be responsible for the payment of all wages (including interest at the legal rate in Vermont) that would have been earned in normal working hours during any strike called on account of delinquent contributions.

ARTICLE 10

Pension Plan Agreement

10.1 Merger of the Pension Plan

The Barre Belt Granite Employer - Union Pension Plan (the "Plan") has merged with and into the Steelworkers Pension Trust (the "Pension Trust") pursuant to the terms of a certain merger agreement (the "Merger Agreement") between the Plan and the Pension Trust, the terms of which are incorporate herein by reference. (Hereafter, the merger of the Plan and the Pension Trust is referred to as the "Merger".)

10.2 Incorporated Documents

This Article 10 incorporates by reference the terms of a Merger Agreement between the Plan and the Pension Trust, and the provisions of the documents governing the Pension Trust.

10.3 Contribution Rate

The month for which the contribution is due is referred to as the "benefit month" and the month prior to the benefit month is referred to as the "wage month."  Effective May 3^rd, 2009, the Employer shall contribute to the Pension Trust each and every benefit month a sum of money equal to $1.70 per hour for each hour worked by all Covered Employees during the wage month.  Effective May 2, 2010, the contribution shall increase to $1.75 per hour. 

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10.4 Covered Employees

Covered Employees are all employees employed within the Union's Bargaining Unit who were actively employed by the Employer for any length of time during the wage month.  The Employer is required to make a contribution to an employee whose employment is terminated during the wage month.

10.5 Hours Worked

The term "Hours Worked" means not only hours actually worked by Covered Employees, but also hours not actually worked but for which Covered Employees were paid because of vacation, holidays, jury duty or bereavement leave.

10.6 Payment of Contributions

Contributions are due from the Employer on the fifteenth (15th) day of the benefit month, commencing with the benefit month of February 1999 and each and every month thereafter so long as this agreement is in force.

10.7 Coverage - Newly Hired Employees Not Previously Covered

Newly hired employees not previously covered by the Pension Trust are not considered Covered Employees until the first day of the first calendar month immediately after the commencement of employment.  Such calendar month is the new employee's first benefit month.  The immediately preceding calendar month is the employee's first wage month.

10.8 Coverage - Newly Hired Employees Who Were Previously Covered

Newly hired employees previously covered by the Pension Trust are considered Covered Employees as of the first day of the first calendar month immediately after the commencement of employment.  This calendar month is the employee's first benefit month and the immediately preceding calendar month is the employee's first wage month.

10.9 Contribution Reports and Data

            The Employer shall transmit to the Pension Trust with each contribution a contribution report on the form furnished by the Pension Trust on which the Employer shall report the names, status, hire and termination dates as applicable, as well as the total hours paid to each covered employee during the wage month.  The Employer shall provide a copy of this report to the Union.  The Employer further agrees to supply to the Pension Trust such further information as may from time to time be requested by it in connection with the benefits provided by said Pension Trust to said employees, and to permit audits of its books and records by the Pension Trust for the sole purpose of determining compliance with the terms and conditions of this Agreement.

10.10 Delinquent Employers

            In the event that an Employer fails to maintain affiliation in good standing with the Pension Trust, the Employer shall be in violation of this Article 10, in addition to all other applicable standards.  Immediately upon termination of the Employer's affiliation with the Pension Trust, the Union and the employees may withhold all services from the delinquent Employer until such time as the default has been cured to the satisfaction of the Pension Trust and the Union.  In addition, the Company shall be responsible for the payment of all wages (including interest at the legal rate in Vermont) that would have been earned in normal working hours during any strike called on account of delinquent conditions.

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ARTICLE 11

401(k) Plan

11.1 401(k) Plan

The Company agrees to establish and administer one (1) 401(k) program for all its Union employees which will comply with all the requirements of ERISA, the Internal Revenue Code and any other applicable laws.

The Company agrees to a match of thirty-five (35%) percent on an employee's first $1,000 contribution per year and ten (10%) percent thereafter per year up to the maximum contribution allowable by law per year.

ARTICLE 12

Notices

12.1 Bulletin Boards

The Company shall install a bulletin board at each time clock for joint use of the Company and Union, including IP, high bay, boxing and press rolls.

12.2 Holiday Notice

Before suspending operations the day before or the day after a scheduled holiday, at least three (3) calendar days' notice must be posted on the bulletin board.

12.3 Emergencies

Except in circumstances which the Company could not reasonably foresee, at least twenty‑four (24) hours' notice of any other suspension of operations must be posted on bulletin boards stating when the plant will close as well as when work is to be resumed.

12.4 Plant Bidding

Positions either vacant or new will be posted within the affected plant.  Employees will have two (2) days to bid for the posted job.  The Company will fill the job based on seniority, ability, and physical fitness.  Ability means knowledge and/or experience relating to the job in question at the time of the posting for the position.  Should no bidder have the immediate ability to perform the posted job and the Company has an immediate need to fill the vacancy, the Company may hire a qualified outside applicant.  If a training period is acceptable, bidders will be given preference over outside applicants.  Situations which require extended training periods will be subject to a negotiated wage.  Cross training will occur where it makes sense and based on ability.

12.5 Union Postings

The Company agrees to post notices of official Union business which are received by the Company from the Union.

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ARTICLE 13

Layoff, Recall, Reinstatement After On‑the‑Job Injury

13.1 Layoff and Recall

(a) In the layoff and recall of employees, length of service shall be recognized subject to ability and physical fitness among employees engaged in the same category of work as enumerated in the classifications set forth in Section 4.1(a) of this Agreement.  Employees shall have recall rights for twelve (12) months from the date of layoff.

 (b)  In the event a temporary seasonal layoff is to be implemented by the Company, the Company will post an announcement of the layoff and its anticipated duration.  The Company agrees that employees may elect to take the layoff on a voluntary basis by seniority subject to ability.  If all employees with the ability to do a particular job which will be worked during the layoff elect to take a voluntary layoff, then the Company will require the least senior employee with the ability to do the work.  The voluntary layoff will be only for the posted duration of the layoff.  If for any reason the layoff is to be extended beyond the posted period, the Company will notify those employees who have elected the voluntary layoff of the extension of the layoff and the anticipated duration of the extension.  Senior employees on voluntary layoff with the ability to perform the jobs being worked during the extension of the layoff shall have the option to displace any junior employees performing the work or continue their voluntary layoff.  This process shall continue until the end of the layoff.  In accordance with 12.1 (a), no employee may extend his voluntary layoff beyond twelve (12) months since recall rights would be forfeited.

(c)  It is the intent of the Company to attempt to return all employees suffering an injury on the job to their regular job as set forth herein.  An employee disabled by a compensable injury under applicable Workers Compensation law will be reinstated by the Company when his or her inability to work ceases provided recovery occurs within two (2) years of the onset of the disability.  An employee who recovers within two (2) years of the onset of the disability will be reinstated to a position suitable for the Employee given the position the Employee held at the time of the injury and the Employee's ability to safely perform the duties of the available position.  An employee shall suffer no loss of seniority when reinstated in accordance with this Section 13.1 (c).

13.2 Layoffs

            Layoffs are to be by individual plant(s).  Of the laid-off personnel, the individual with the most seniority, subject to ability and/or physical fitness, will be afforded an opportunity to "temporarily transfer" to one of the other Rock of Ages facilities listed in Section 13.4 below if an opening exists and if he is qualified.

            While temporarily employed at one of the other Rock of Ages facilities, the employee will continue to accumulate seniority at the plant from which the employee was laid off prior to the temporary transfer.

13.3 Layoff Job Opportunity

Job openings at a specific plant will be handled per section 12.4 above.  In the event the Company has laid off employees at other Company plants or Divisions covered by this contract, the Company will offer these positions first to the laid off employee(s) by seniority subject to ability and physical fitness before hiring outside applicants.  The employee(s) selected may either accept the available position or elect to take a voluntary layoff any time during the initial sixty (60) day period. The employee(s) may revert to a voluntary layoff status at his or her option or at the option of the Company.

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  If the position available is covered by another contract (i.e. Quarry) the employee(s) shall not be required to change groups unless he/she is not returned to his/her former position within the twelve (12) month layoff and recall period.

             The employee(s) shall suffer no loss of seniority for such assignment when returned to the former position.  Employees will return to former positions by seniority, subject to ability and physical fitness, if and when work becomes available.

            The Union will be immediately notified of the employee(s) who accept assignment in another plant and/or division.  Upon acceptance these employees will initially hold the lowest seniority in that plant and/or division.

            Upon recall, if an employee does not honor a "recall notice," (return receipt requested at last known address), or has been employed at a new plant and/or division for more than twelve (12) months, his/her seniority at the former plant and/or division shall be lost.  The seniority date at the new plant and/or division shall be the employee's start date with that plant and/or division except as otherwise agreed upon between the Company, employee and Union.

            In the event the Union believes the Company has not complied with this provision, the Union may bring the situation in question to the Labor Management Team (LMT) for resolution.  If the matter cannot be resolved by the LMT, the Union shall have the right to grieve it.

13.4 Seniority

One seniority list will be maintained for the Rock of Ages Manufacturing Plant, Saw Plant and Press Roll Plant.  Seniority for employees who were part of the former Saw Plant and Press Roll Plant seniority group as of April 29, 2006 will be grandfathered in the event of a layoff.

13.5 Seniority Roster

The Company shall provide the Union with a seniority roster semi‑annually, in April and October.

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ARTICLE 14

Union Security

14.1 Union Security

It shall be a condition of employment that all employees of the Company covered by this Agreement who are members of the Union in good standing on the effective date of this Agreement shall remain members in good standing and those who are not members on the effective date of Agreement shall, on or before the thirty-first (31st) calendar day following the effective date of this Agreement, become and remain members in good standing in the Union.  It shall be also a condition of employment that all employees covered by this Agreement and hired on or after its effective date shall, on or before the thirty‑first (31st) calendar day following the beginning of such employment, become and remain members in good standing of the Union.

ARTICLE 15

 Check‑off

15.1 Check-Off

The Company agrees to deduct each month from the wages payable to any employee who authorizes the employer to do so, through a signed authorization card (Union Form 530), the Union monthly dues, assessments uniformly imposed on all members and, if owed, the Union's initiation fee.   Said amount shall be as designated by the International Treasurer of the Union.  The Company shall remit by the end of each month on Form R-115 all sums so deducted to the International Treasurer, United Steelworkers, P.O. Box 951667, Cleveland, Ohio 44193.

15.2 Union Copy

The Company also shall transmit by the end of each month to an officer designated by the local Union a copy of the list of employees from whom deductions are made and the amount deducted as well as a list of new hires during the month with their date of hire and classification.

15.3 Dues Penalty

The Company will be responsible for the deduction and collection of dues prior to final payment to the employee as a result of quit or discharge and be liable for payment of said dues to the Union if it fails to do so.

15.4 Journeyman Dues

Journeyman employed will have dues automatically deducted from their pay from the first (1st) day of hire and submitted according to Article 15, Section 15.1.

15.5 Sign-Ups

The Company agrees to sign up new employees upon their hire and submit the section of the Authorization Card (Union Form 530) to the Local Union President within thirty (30) days.

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ARTICLE 16

Dispute Settlement

16.1 Dispute Settlement

Any difference which may arise as to the meaning or application of this Agreement or any memorandum agreement between the parties as to compliance with the terms of such agreements shall be resolved as follows:

Step 1:  Between the foreman and employee involved and/or Union Steward and/or other Union representative.  Grievances must be submitted within ten (10) workdays of the time the subject of the grievance becomes or should have become known to the aggrieved employee or Union.

Step 2:  Between the Union Steward and/or other Union representatives and the Plant Manager.  If the matter is not settled within five (5) workdays of initiating this step, it may be referred to Step 3.

Step 3:  Between the Union Representative and/or Union Steward and the Division Vice President and/or the Plant Manager.  If the matter is not settled at this step, then a formal written grievance will be submitted within five (5) working days.

Step 4:  Between the United Steelworkers Staff Representative, Local Union #4 President, the President of the Company, the Division Vice President and/or the Plant Manager. If the matter is not settled within five (5) working days of initiating this step, it may be referred to Step 5.

Step 5:  Submit the grievance to arbitration and pursuant to existing voluntary labor arbitration rules of the American Arbitration Association within thirty (30) days following the Step 4 answer.  The Arbitrator shall have no authority to alter in any way the terms and conditions of this Agreement and shall confine his decision to a determination of the facts and an interpretation and application of this Agreement.  The decision of the Arbitrator shall be final and binding on all parties.  The fees and expenses associated with arbitration of the grievance shall be borne equally by the parties to the grievance or dispute.

In the event a difference is not appealed to the next succeeding step of the above procedure within the time limit specified, the right of appeal shall be lost.

The aggrieved employee may attend any steps of the grievance procedures.  Time limits may be extended by mutual agreement.

16.2 Company Grievances

Grievances may be initiated by the Company.  The grievance shall be discussed between the Company representative and the Steward, Local Union President or other Union representative.  In the event such difference is not settled through such discussion, the dispute will be further processed in accordance with the provisions of Section 16.1, Steps 3, 4, 5.

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16.3 Signed Grievances

Grievances processed in accordance with the provisions of this Article must be in writing and signed by the grieving party for submission to Step 4 and succeeding Steps.  It is mutually understood that the words "Foreman" or "Plant Manager" may be replaced by the word "Company" where appropriate.  Time limits may be extended by mutual agreement.

16.4 Rules

The Union agrees that during the term of this Agreement neither the Union nor its members shall encourage or engage in any strikes, stoppages, slowdowns or other interruption of work, and the Company agrees that there shall be no lockouts.

It is understood and agreed that in the event of any alleged violation of this Agreement, which violation is not authorized or ratified by the International Union, there shall be no liability for damages on the part of said International Union, Local Union or any of their officers or agents, and the sole recourse and exclusive remedies of the Company shall, in such event, be those which are specifically provided for in this Agreement.

It is understood and agreed that in the event of any strike, work stoppage, interruption or impeding of work on the part of any employee during the life of the Agreement, there shall be no liability on the part of the International Union, Local Union or any of their officers or agents, provided such strike, work stoppage, interruption or impeding of work was not authorized or ratified by the International Union, Local Union or any of their officers or agents, and provided further that, upon the occurrence of such unauthorized strike, work stoppage, interruption or impeding of work, the International Union or the Local Union shall, upon request of the Company, notify the employees involved that such action by said employees was unauthorized and direct said employees to return to work promptly, and shall take further steps as are reasonable and appropriate under the circumstances to bring about a termination of such unauthorized strike, work stoppage, interruption or impeding of work, impose such disciplinary measures upon the employees involved as are not inconsistent with the provisions of this Agreement.

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ARTICLE 17

Plant Access

17.1 Plant Access

It is agreed that a representative of the Union shall be permitted to enter any Rock of Ages property covered by this Agreement during working hours for the purpose of administering the provisions of this Agreement.  A committee wishing to enter any Rock of Ages property covered by this Agreement during working hours must first get permission at the office.    

ARTICLE 18

Nondiscrimination

18.1 Non Discrimination

There shall be no discrimination for or against any employee because of his performing the duties of a Union Officer or committeeman. The Company shall comply with applicable laws prohibiting discrimination against employees on account of race, color, sex, sexual orientation, religion, national origin, or age.  Any reference in this Agreement to one gender shall be deemed to apply equally to the other.

ARTICLE 19

Public Insurance

19.1 Reinstatement to Job

It is the intent of the Company to attempt to return all employees suffering an injury on the job to their regular job as set forth herein.  An Employee disabled by a compensable injury under applicable Workers Compensation law will be reinstated by the Company when his or her inability to work ceases provided recovery occurs within two (2) years of the onset of the disability will be reinstated to his former job or one suitable under the law given the position the Employee held at the time of the injury and the Employee's ability to safely perform the duties of the available position.  An Employee shall suffer no loss of seniority when reinstated in accordance with this Section 19.1.

19.2 Unemployment/Workers Compensation

The Company agrees to comply with applicable laws governing Unemployment Compensation Insurance and Workers' Compensation Insurance for employees.

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ARTICLE 20

Mutual Cooperation

20.1 Mutual Cooperation

The Company and the Union agree that, for the best interest of the employees, the Company and the community as a whole, they favor and will encourage the progress and growth of the Granite Industry in Vermont.

The Company shall not be restricted in his manning of and assignment of operations to existing, new or automated equipment and systems which do not impose an unreasonable safety hazard to employees or require an unreasonable workload.

The Company agrees that, in the assignment of primary operators to equipment, the present jurisdiction of the Union will be preserved.  The Union agrees that jurisdictional restrictions will not apply to 1) incidental operation of machines for expediency, 2) coverage due to an absence caused by sickness or vacation, or 3) coverage when a machine operator is busy with other job responsibilities.  To ensure 40 hours of pay the worker may be assigned to duties outside of their traditional jurisdictional duties for a period not to exceed 16 hours per week for items not covered in categories 1, 2 and 3 above.  The Company further agrees that employees covered by the Agreement shall be given reasonable opportunity to become proficient with new equipment.

The Company agrees to maintain an average union staffing level of approximately 30% USW.

The Company agrees to allow the Union Business Representative/President or the Health and Safety Chairman the opportunity to sit in on health and safety meetings and shall provide to the Union at least three (3) days prior notice of the date, time and place of said meeting.

ARTICLE 21

Labor Management Team

21.1 Labor-Management Team (LMT)

It is mutually agreed to form a Labor Management Team (LMT) composed equally of Union representatives, including the union stewart, and management representatives in such total number as may be agreed from time to time by the Union and Company.  The LMT shall meet quarterly if requested by the Union or the Company to discuss and resolve issues of safety, health, betterment, interdivisional job opportunities, productivity and other items as may be appropriate.  The Union representatives and/or Management must submit a list of specific agenda items for each meeting at least one (1) week in advance of the meeting or the meeting is cancelled.

Two (2) employee representatives per plant will be paid overtime pay for any meetings held outside their scheduled shift.  The Local Union President or his representative will be allowed to attend and participate in these meetings.

The LMT is intended to increase joint cooperation and develop an active employee involvement process.  These efforts shall not interfere with any provisions of this Agreement nor circumvent the grievance procedure, nor interfere with management's rights, but it is a goal of the LMT to avoid circumstances or practices which could give rise to a claim by either party that the provisions of this Agreement were not adhered to and to create an atmosphere of cooperation so as to minimize events leading to grievances.

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The LMT may have various divisions or advisory groups as mutually agreed and may meet jointly with USW LMTs formed in other divisions at the Company.

The objectives of the LMT will also focus on increasing customer service and satisfaction, more effective methods of operation, enhancing employee morale and creating and assuring full and open communication among employees and the Company.  The LMT will analyze and solve identified problems and participate and support in the implementation of agreed solutions.  The LMT will also investigate and recommend actions to the Company and Union to increase employee involvement and responsibility in the areas of production, production teams, and quality control.

The Company shall forward minutes of LMT meetings to the Union and LMT members within ten (10) days of the meeting.  The minutes shall include the names of those in attendance, and the date, time and place of the meeting.

ARTICLE 22

Safety Measures

22.1 Safety Glasses

The Company shall provide safety glasses for its employees, upon the request of such employees.  If an employee needs prescription safety glasses, he shall pay for his own eye examination and shall furnish the prescription to the Company.  The Company shall then provide such prescription glasses at no additional cost to the employee.  Broken safety glasses shall be replaced by the Company on a reasonable basis.

22.2 Miscellaneous

(a)  The Company agrees that all stands for the washing of granite shall be properly housed.

(b)  No machinery shall be greased or oiled while in operation, with such exceptions as may be determined by the LMT or safety committees in respective plants.  No engine shafting or machinery shall be started in any plant without giving a warning, either by whistle or bell.

(c)  Dust control equipment shall at all times be maintained in efficient working order and use.  Inspections shall be carried out at the request of the Company or Union by the state unit charged with industrial hygiene or the United States Public Health Service and reports of inspections given to both the manager, owner, superintendent, or other responsible person of the particular Company and to the Union.

(d)  Drinking water with sanitary bubblers must be furnished in every plant.

(e)  Toilets connected with running water must always be kept in sanitary condition, thoroughly boxed in and ventilated so as to eliminate all odors in conformity with health laws.

(f)  All overhead cranes will have a device installed which will either automatically or manually be sounded (by the operator) to give warning to other employees when stones or any other materials are being carried through the plant.  Horns will be installed on all forklifts which will automatically or manually be sounded (by the operator) to give warnings while operating.

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             (g)  The Company will provide measuring tapes, where required, and aprons and boots to employees on the washstand as long as the employee turns in the above for replacement when necessary.

(h)  On or around May 1^st of each year, the Company will pay each employee an allowance of ninety dollars ($90.00) in year one and one hundred dollars ($100.00) in year two to be used towards the cost of approved safety footwear.  An employee who has already completed his probation period and is laid off or otherwise absent from work for a period of not more that twenty-six (26) weeks on May 1^st of each year will receive the allowance when he returns to work.

22.3 Plant Heat

Cutting plants and air for pneumatic machines will be heated to at least sixty (60) degrees.  Hot water must also be provided. If the Union initiates a grievance for the Company's failure to heat the plant to sixty (60) degrees, the arbitrator is authorized to impose a penalty of two (2) hours' pay for time lost due to lack of heat.  The arbitrator shall be authorized to impose a penalty of up to four (4) hours' pay in situations where the Company has been found to have repeatedly failed to heat the plant as required under this Section and if the arbitrator finds that the circumstances of such violations warrant an additional penalty.  The Company, Union and employees will continue existing practices of cooperating in emergency situations and in cases of extreme weather.

22.4 Consultation and Enforcement

(a)  The Company will confer with the Union through the LMT regarding safety and other rules and regulations affecting the health, safety and comfort of the employees.

(b)  The Union agrees to cooperate with the Company in enforcing safety rules and practices in an effort to reduce hazards and insure safe working conditions.

22.5 Legal Obligations

Any National, State or Municipal law enacted for the betterment of wages or working conditions in the granite trade will not be violated. The employees must utilize safety equipment required by any National, State or Municipal law.

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ARTICLE 23

Probationary Period

23.1 Probationary Period

There shall be a probationary period of thirty (30) calendar days for journeymen (sixty (60) days for apprentices), excluding shutdowns/layoffs, with the right to extend such probationary period by mutual agreement.  A discharge during the probationary period shall not be subject to the grievance or arbitration provisions of this Agreement.  Upon completion of the probationary period, the employee's seniority date shall be retroactive to his most recent date of hire.

ARTICLE 24

Apprentices

24.1 Apprentices

The term of apprenticeship shall be one (1) year.  If the Company employs apprentices, it must have two (2) journeymen, crane operators, boxers/washstand to each apprentice it employs.  An apprentice, one (1) year after starting to work, as such, shall, regardless of the hours during that period, receive the minimum rate of pay for journeymen.

24.2 Reduction of Work

It is agreed that in the event of reduction of work an apprentice may be required to do work by the Company below the standard work week and on overtime and Saturday work, such work as may be available shall be done by journeymen, crane operators and boxers/washstand employees.

24.3 Apprentice Wages

Apprentice wage rates shall be as set forth in Section 4.1(d).

ARTICLE 25

Leaves of Absence

25.1 General Leave of Absence - - Leave

Any employee may be granted a period of ninety (90) days' leave of absence in any one  (1) calendar year without pay and without loss of seniority with the consent of the Company and the Union.  Such employee is forbidden to accept employment elsewhere for wages; except that an employee who is granted a leave of absence for reasons of health may accept employment during such leave of absence.  Upon the request of the Company, the employee shall secure a doctor's certificate with respect to his condition of health.  Employees granted a leave of absence for reasons of health shall accumulate seniority during such leave of absence. 

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25.2 Union Leave

Management agrees to grant, on request, a leave of absence to employees for Union activities or political purposes when request is made in writing and such time will not be deductible from an employee's earned time.  The seniority for such employees shall accumulate for a maximum period of one (1) year during such leave of absence.

25.3 Presidential - Executive Board Leave

An employee who is a member of the Union Executive Board shall be granted a leave of absence of up to three (3) years to serve as full-time President of the Union.  During such leave he shall accumulate industry service and shall retain seniority with the Company as of the date the leave begins; he shall not be eligible for wages or fringe benefits.

ARTICLE 26

Discipline/Discharge

26.1 Discipline/Discharge

An employee who has completed his probationary period shall not be discharged or otherwise disciplined without just cause.  A copy of written disciplinary action taken against an employee shall be sent to the Local Union office within ten (10) days of its issuance.  Failure to notify the Union in writing as set forth above will constitute the warning being null and void.

26.2 Written Warnings

The Company and Union agree that a written warning more than eighteen (18) months old may not be used as the justification for discipline or discharge of an Employee.  Subject to the immediately preceding sentence, in progressive discipline cases, the Company will continue to consider in accordance with past practice that a written warning or suspension without a follow‑up discipline or suspension for the same cause for a period of six (6) months, not including time lost for workers compensation, layoff or Sickness & Accident, as restarting the progressive discipline process from the next succeeding written warning or suspension for the same cause.  All inactive disciplinary records will be purged from an employee's record after five (5) years from the date the record was written unless that disciplinary record indicates otherwise.  Nothing in this section shall be construed to prevent the Company from discharging or otherwise disciplining an Employee for just cause or to prevent the Company and the Union from keeping all disciplinary reports in an employee's personnel file and providing the same to the appropriate parties under the Dispute Settlement procedures of Article 16.

ARTICLE 27

Interdivisional Maintenance Work

27.1 Interdivisional Maintenance Work

            The Company has two (2) maintenance groups, one (1) at the plant division (manufacturing plant, press roll plant, and saw plant) and the other at the quarries division.  The Union understands that there is a need for flexibility at the Company to assure that all equipment operates efficiently and is repaired in a timely fashion.  The Company understands that the seniority of both maintenance groups must be separate and that maintenance employees will normally work in their division.

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The Company and Union agree that the Company may assign maintenance employees in one (1) division to work temporarily in the other division.  The word temporarily is understood and agreed to cover sickness, vacations, injuries, operational emergencies, and/or the scope and duration of a particular project or projects.  It is not the intent of the Company to displace or replace a maintenance person in one (1) division with a person in another.

In the event the Union believes the Company has not complied with this provision, the Union may bring the situation in question to the LMT for resolution.  If the matter cannot be resolved by the LMT, the Union shall have the right to grieve it.

ARTICLE 28

Subcontracting

28.1 Subcontracting

The Company agrees to subcontract bargaining unit work only for legitimate business reasons and not to avoid the terms of the contract. The Company will notify the Union in advance of an intent to subcontract bargaining unit work which will result in either layoffs or a reduction in the work week below forty (40) hours; and, upon request, will bargain with the Union about the decision and its impact upon the employees.

ARTICLE 29

Management's Rights

29.1 Management's Rights

            In the interest of harmony and stability, it is recognized that except as limited by the terms of this Agreement, the management and direction of Company business and operations are vested exclusively in the Company, including the right to hire, lay off, train, promote, control manning of, classify, transfer, assign work to, and discipline or discharge employees for reasons other than the employee's Union status; the right to make changes in and introduce new methods and processes of operation or production; the right to expand or reduce its operations and to make rules and regulations for the orderly and safe conduct of work and production; and the right to make payments of non-wage compensation.

[SIGNATURE PAGE FOLLOWS]

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 SIGNATURE PAGE

Will be provided by USW

31

CALENDAR OF HOLIDAY OBSERVANCES

DURING 2009 - 2011 CONTRACT

2009

Memorial Day                                                 May 25                         Monday

Independence Day                                          July 3                            Friday 

Labor Day                                                      September 7                 Monday

Employee Appreciation Day                            September 8                 Tuesday                      

Veterans Day*                                                November 16               Monday

Thanksgiving Day                                            November 26               Thursday

Day After Thanksgiving                                   November 27               Friday

Christmas Day                                                 December 25               Friday

2010

New Years Day                                              January 1                     Friday

Day Before Town Meeting                              March 1                       Monday

Town Meeting Day                                         March 2                       Tuesday

Memorial Day                                                 May 31                        Monday

Independence Day                                          July 5                           Monday

            Alternative for shut down                     July 12                         Monday

Labor Day                                                      September 6                Monday

Employee Appreciation Day                            September 7                Tuesday

Veterans Day*                                                November 15              Monday

Thanksgiving Day                                            November 25              Thursday

Day After Thanksgiving                                   November 26              Friday

Christmas Day                                                December 24               Friday

2011

New Years Day                                              December 31               Friday

Day Before Town Meeting                              February 28                 Monday

Town Meeting Day                                         March 1                       Tuesday

*Veteran's Day will be observed on the first day of rifle season.

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EX-10.6

Agreement Between The

GRANITE CUTTER'S ASSOCIATION

 and

ROCK OF AGES CORPORATION

Manufacturing Division

April 25, 2009 - April 29, 2011

Table of Contents

AGREEMENT .....................................................................................................      2

ARTICLE 1 - TERM ...........................................................................................      2

ARTICLE 2 - HOURS OF WORK......................................................................      2

ARTICLE 3 - EXTRA SHIFTS............................................................................      3

ARTICLE 4 - WAGES..........................................................................................      3

ARTICLE 5 - OVERTIME..................................................................................      5

ARTICLE 6 - HOLIDAY PAY.............................................................................      5

ARTICLE 7 - VACATIONS................................................................................      8

ARTICLE 8 - BEREAVEMENT PAY/BIRTH OF A CHILD..........................       13

ARTICLE 9 - INSURANCE...............................................................................       13

ARTICLE 10 - PENSION PLAN AGREEMENT.............................................       17

ARTICLE 11 - 401K PLAN................................................................................       19

ARTICLE 12 - NOTICES...................................................................................       19

ARTICLE 13 - LAYOFF AND RECALL..........................................................        19

ARTICLE 14 - UNION SECURITY..................................................................        20

ARTICLE 15 - CHECK OFF.............................................................................         21

ARTICLE 16 - DISPUTE SETTLEMENT.......................................................         22

ARTICLE 17 - PLANT ACCESS......................................................................         23

ARTICLE 18 - NONDISCRIMINATION.......................................................         23

ARTICLE 19 - GOVERNMENT REGULATIONS........................................         23

ARTICLE 20 - SUBSTANDARD OPERATIONS..........................................         24

ARTICLE 21 - LABOR MANAGEMENT TEAM.........................................         24

ARTICLE 22 - SAFETY MEASURES.............................................................         25

ARTICLE 23 - NEW MACHINERY................................................................         27

ARTICLE 24 - APPRENTICE TRAINING PROGRAM...............................         27

ARTICLE 25 - LEAVES OF ABSENCE..........................................................         28

ARTICLE 26 - PROBATIONARY PERIOD...................................................         29

ARTICLE 27 - NEW EMPLOYEES.................................................................         29

ARTICLE 28 - SUBCONTRACTING..............................................................         29

ARTICLE 29 - JURISDICTION.......................................................................         30

GRANITE CUTTERS' PROVISIONS.............................................................          30

SIGNATURE PAGE..........................................................................................          32

HOLIDAY CALENDAR....................................................................................         33

SIDE LETTER AGREEMENT

 

1

AGREEMENT

            This Agreement entered into this 25th day of April, 2009 by and between ROCK OF AGES CORPORATION (the Company) and the GRANITE CUTTERS' ASSOCIATION (the Union).

ARTICLE 1

Term

            1.1       This Agreement shall be effective April 25, 2009, and shall continue in full force and effect through April 29, 2011, and from year to year thereafter, unless either party gives notice to the other, not less than sixty (60) days prior to April 29, 2011, or prior to April 29 of any year thereafter, that it desires to alter, amend or terminate any or all of the terms thereof.

ARTICLE 2

Hours of Work

             2.1       Eight (8) hours shall constitute a day's work, five (5) days shall constitute a week's work with Saturday a full holiday.  Work shall be regarded as being performed on Saturday only if an employee's shift begins on Saturday.  Daily working hours will begin not earlier than 7:00 a.m. and end not later than 3:30 p.m., and any work performed by employees on the first shift prior to 7:00 a.m. or after 3:30 p.m. shall be paid for at time and one‑half the regular rate of pay, except as modified pursuant to either paragraph (a) or (b) listed below.

            (a)        Should the Company or Union desire a change of working hours for seasonal conditions it must be agreed by the Company and by a majority vote of the employees represented by the Union and by a majority of employees represented by any other union provided, however, that between January 1 and March 15, an eight (8) hour shift to end no later than 5:00 p.m. may be established for all employees of a saw plant or for the sawyers in a manufacturing plant having a saw which is subject to outdoor weather for periods during which the Company has a reasonable expectation that inclement weather will otherwise adversely affect its operations.  On such a special shift, overtime shall be paid before 8:00 a.m. and after 5:00 p.m.

            (b)       If the Company desires to change the regular daily working hours to begin no later than 7:30 a.m. and to end no later than 5:00 P.M. during the period in which Eastern Standard Time is in effect, the Company has the option to make such change if a majority of its employees represented by the Union and a majority of its employees represented by any other local Union, voting separately in a vote conducted by the respective union representatives approve that change in hours.  If the daily working hours are changed pursuant to this paragraph, overtime shall be paid before the starting time and after the finishing time of that eight (8) hour shift.

 

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            2.2       Employees are obligated to give notice on the day, as soon as possible, to the Company when they are unable to report for work, stating reason.   Failure to provide reasonable notice may be the basis for standard progressive discipline, separate for each day, up to and including discharge.

             2.3      If the Company desires to change the regular lunch period from one‑half (1/2) hour to one hour or vice versa, the Company has the option to make such change if a majority of its employees represented by the Union and a majority of its employees represented by any other union, voting separately, approve that change in hours.

ARTICLE 3

Extra Shifts

            3.1       It is agreed that the employer shall have the privilege of operating three (3) shifts.  One (1) shift to be the established working day and to be paid as per Article 4 of this Agreement.  The second shift shall be of eight (8) hours duration.  In addition to payment for work performed in accordance with Article 4 of this Agreement, employees working on the second or third shift shall receive a shift premium of one dollar and seventy-five cents ($1.75) per hour. 

            3.2       In the interests of safety, the Company may require any employee engaged in production work on the floor to work any shift as long as any other person is present on the floor.  There must be at least two employees engaged in production work on the floor at all times.  A telephone must be readily available on the premises.  A single employee may work alone to monitor, correct or restart equipment (including associated work) provided he or she is equipped with a beeper and automatic safety call‑in every 15 minutes unless deactivated by the employee.

            3.3       In assigning employees to work on the second and/or third shifts, the employer shall first seek volunteers with preference being given on the basis of length of service (seniority) with the employer subject to demonstrated ability to perform the work on those shifts.  If there are not sufficient volunteers, employees shall be assigned on the basis of inverse seniority, subject to demonstrated ability to perform the work on those shifts.

ARTICLE 4

 Wages

            4.1       Minimum Wages

            The following are the minimum wage rates for all journeymen granite cutters, polishers, tool sharpeners, sandblasters and draftspersons in effect during the term of this Agreement:

 

3

                                                                                                                                             Rate Per Eight (8)

                                               Effective Date              Rate Per Hour                 Hour Day

                                               April 26, 2009                $18.80                         $150.40

                                               May 2, 2010                   $19.30                         $154.40

          4.2       Wage Increase

            (a)        Effective April 26, 2009, each employee in the bargaining unit shall receive a wage increase of zero cents ($.00) per hour.

            (b)       Effective May 2, 2010, each employee in the bargaining unit shall receive a wage increase of fifty cents ($.50) per hour.

4.3      Apprentice Wage Rates

             Apprentice wage rates for apprentices employed after April 28, 1997, shall be the following percentage of the applicable journeyman rate:

    Start:                                   70%                 After 1 year:                  90%

    After 3 Months:      80%                 After 18 Months:          95%

    After 6 Months:      85%                 After 2 years:              100%

               4.4       Infirm Employees

             Employees who through infirmity or other reasons are not able to earn the wage given in this Agreement may work for such wages as may be satisfactorily agreed upon between the Union Business Agent, the employee and the Company. This section shall be administered in compliance with applicable laws governing the employment rights of disabled or handicapped employees.

                4.5       Payment of Wages

                (a)        Wages may be paid by cash or by check in an envelope at the option of the Company.  In the event of a default in payment of such check by the Company, such option shall be revoked and payment shall thereafter be in cash. Wages must be paid in full weekly within five (5) working days of the time they become due.  Payment to be made during working hours.

              (b)       An employee having once accepted his pay, his rate of pay can only be changed by mutual consent of employee and the Company, the rate in no case to be below the established minimum rate of wages.

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            (c)        Any employee discharged shall receive his pay immediately.  Any employee leaving shall notify his employer two weeks in advance and, having complied with this requirement and worked the two‑week period, shall receive his pay in full (earned vacation and bonus, if any, included) on the regular payday for the week of separation in person (or by mail if preferred by the employee).  The employer will provide the employee with a written form that the employee will be asked to sign to confirm notice.

            (d)       The Company shall be required to furnish employees with written information weekly which shall designate the total earnings, total withholdings, number of hours worked at straight time and number of hours at overtime and rate of pay.

            4.6       Report Pay

            In the absence of a notice not to report to work, should an employee report to work and be discharged before work begins or during the first two (2) hours of the day, he or she shall be paid no less than two (2) hours' pay, except in the case of a cutter intentionally or negligently spoiling a stone.

            4.7       Wage Adjustments and Discretionary Management Programs

            (a)        If at any time during the existence of this Agreement a wage increase should be granted, any employee receiving more than the minimum wage as provided in this Agreement shall receive the same wage adjustments but for no reason shall his wages be reduced before making said adjustments.  There shall be at least two months notice before any reduction in pay above the bill; the Company will also provide that notice to the Union.

            (b)       The Company has the right to institute, modify and/or withdraw discretionary management programs for the payment of additional compensation in money or benefits beyond that provided by this Agreement without bargaining with the Union.  Notice of such discretionary management programs, and any modification or withdrawal of such program, shall be provided to the Union.  This clause does not affect the requirement that the Company must negotiate any other changes in the compensation, benefits, or other terms or conditions established by this Agreement.

           4.8       Workers' Compensation

            If an employee has to leave work because of a workers' compensation injury and is unable to return, he or she shall suffer no loss of straight time pay for that day.

            4.9       Jury Duty   

An employee who is required to report for jury duty on a day when he or she otherwise would have worked

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 shall receive a day's regular straight‑time pay for up to a maximum of thirty (30) days per calendar year.  The Company can require verification of jury duty served.  It is understood that if an employee is released from jury duty so that he or she can reasonably report for work at least two hours before the end of his scheduled shift, he or she must report for work on that day.  If jury duty commences in the afternoon, the employee shall report to work at the start of his or her shift, and shall leave work at a reasonable time so that the employee can return home, and then travel to court. If an employee reports to work for part of a workday, he or she shall be paid his regular wages for the time worked, and shall be paid the appropriate fraction of a day for jury service.  All work done outside of the regular work hours shall be paid at the appropriate overtime rate, regardless of whether part of the day was spent in jury service.

ARTICLE 5

Overtime

            5.1      All work done outside of the regular hours shall be paid at the rate of time and one‑half.  The Company may schedule two hours of overtime in a regular work day and five hours on Saturday.  Any additional overtime shall be subject to the approval of the Business Agent.  No employee shall be required to work overtime.

            5.2       The Company shall offer overtime to employees performing that category of work in order of seniority, unless it is demonstrated that the senior employee lacks ability to perform that overtime work.  It is understood that the employees will cooperate to assure adequate staffing of the Company's overtime requirements.  The Company may assign overtime work on a particular job, without any regard to seniority, to an employee who has previously worked on that job.

            Repeated refusal to work overtime will allow management to offer the overtime to others with less seniority.  Management shall issue a notification that the overtime shall be offered to others.  The employee's rights to overtime shall be terminated until the employee gives notice that he or she will accept overtime. 

            Management should provide reasonable advance notice of overtime.  Absent extraordinary circumstances, notice of overtime on Saturday will be provided no later than Thursday at noon. 

ARTICLE 6

Holiday Pay 

             6.1       Paid Holidays

(a)  The eleven (11) paid holidays shall be:  New Years' Day, the day preceding Town Meeting Day, Town Meeting Day, Memorial Day, July Fourth, Labor Day, Employee Appreciation Day (the Tuesday following Labor Day), Veterans' Day, Thanksgiving Day, Friday after Thanksgiving Day and Christmas Day, and shall be paid regardless of whether the holiday falls on a Saturday or Sunday.

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                (b)       The holidays for the term of this contract will be observed in accordance with the holiday calendar attached hereto.

                (c)        Employees who are laid off during either of the weeks in which Town Meeting Day or Thanksgiving falls shall not be eligible for holiday pay in those weeks.  Instead, such employees must as individuals report for work on the first work day following the conclusion of any such layoff and such employees may collectively and mutually agree with the Company on days when they will, as a group, take personal days off with pay if they are otherwise eligible for the holiday pay.  Such personal days must be taken within thirty (30) days after the first work day following the conclusion of the layoff in question and if mutual agreement is not reached, the employees will receive pay in lieu of any holidays to which they are entitled.

                6.2       Eligibility

                (a)        The employee must have at least thirty (30) working days' accumulated service to be eligible for paid holidays.  After completing thirty (30) working days' service, any paid holiday that fell within the thirty (30) working day period becomes payable.  If an employee quits before he or she has accumulated thirty (30) working days' service, no holiday pay is due. If he or she is laid off or is discharged through no fault of his own before he or she has accumulated thirty (30) working days' service, any holiday which fell within the period of his employment and discharge becomes due and payable.    

               (b)       Subject to 6.1(c), any employee who works to within four (4) working days of a paid holiday and who has thirty (30) working days' accumulated service with the Company and is then discharged or laid off will nevertheless receive the holiday pay.

               (c)        When a holiday falls in an employee's vacation, the employee shall have the option of receiving pay for that day at straight time in addition to vacation day, or taking a personal day at full pay within ninety (90) days of the original date of the holiday.

               (d)       During the week of a paid holiday, the employee must work a minimum of a full scheduled work week excluding the holiday or holidays less one (1) scheduled workday.  Exceptions to the above ruling can be made only by prior arrangements with management.  Sickness during the week of holiday shall not disqualify an employee if he or she has notified the Company.

                (e)        Apprentices are to be eligible for paid holidays.

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            (f)        No employee shall be entitled to the holiday pay as provided in this Article if such employee is not working and is receiving compensation or benefits during such period in which he or she is not working, whether he or she is receiving such compensation or benefits under the State Unemployment Compensation Act, State Workers' Compensation Act, Granite Group Insurance Trust, or from any similar source to which the Company contributes.

            6.3       Holiday Work

            For all work done on Sundays or on the following holidays, double time plus the holiday (if applicable) shall be paid:  January First, the day preceding Town Meeting Day, Town Meeting Day, Memorial Day, July Fourth, Labor Day, the Tuesday following Labor Day, Veterans' Day, Thanksgiving Day, Friday after Thanksgiving Day and Christmas Day.

            6.4       In the event of a state or federal law affecting the date on which holidays are celebrated, the parties hereto will negotiate with respect to appropriate changes in this Article with the understanding that the number of holidays shall remain the same as set forth above.

            6.5       Any paid days off to which an employee is entitled under this Article shall include second and/or third shift premiums, as the case may be, if the employee is assigned to such shift on the day(s) for which he or she is entitled to such pay.

ARTICLE 7

Vacations

            7.1       Vacation Period

The vacation period shall be May 1 to April 30.  There shall be a staffing goal of no more than 20% absent for vacation in each GCA category of work at any time. 

Beginning in 2010, the first full week of vacation shall be taken during the week of July 4^th if the Company closes operations that week. In the unlikely event employees are needed, the union will be consulted and volunteers will be requested first.  The second week of vacation shall be taken in not less than a one week segment.  Employees shall select the second week of vacation on the basis of the seniority roster in each work area.  After all employees have selected the second week of vacation, employees shall select the third and fourth week of vacation on the basis of the seniority roster in each work area.  Requests for one-week segments will take priority over requests for single days for the third and fourth week of vacation, regardless of seniority.  In all other conflicts in requested dates, seniority shall govern unless the Company can show that the senior employee's presence in the requested period is indispensable.  Employees required to report for national guard or similar military duty shall have priority over requests for vacation.

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The Company shall provide a vacation selection form on the first payday an employee works after January 1 of each year.  An employee must complete the form by March 1 to preserve seniority privileges for selecting vacation.  The form should state that March 1 is the deadline for return of the form, and that failure to complete the form by March 1 will result in loss of seniority privileges for selecting vacation.  On approximately February 15, the Company shall post a notice and a reminder with paychecks that failure to complete vacation forms by March 1 will result in loss of seniority rights for selecting vacation.  The company will notify employees of their intention to close the plant for the week of July 4^th prior to the March 1^st vacation request deadline.  If vacation form is not returned in thirty days with written explanation for rejecting the request, the vacation request is approved.

An employee shall have the option of taking the third or fourth week's vacation as a bonus on the first payday in December.

        7.2       Vacation Payments

            Payment of vacation pay to employees will be made in advance.  If an employee resigns, vacation pay or fraction thereof shall be payable in cash or check on the regular pay day for the week of separation.  If an employee is permanently laid off, his vacation or fraction thereof shall be payable in cash or check in the week in which he or she is permanently laid off.

          7.3       Requirements

            (a)        Vacations will be granted to employees who have fulfilled the following requirements prior to May 1:

                        (i)         An employee must have worked ninety percent (90%) of the regular hours worked by the plant during his period of employment for the twelve (12) months preceding May 1, the start of the vacation period, to be eligible for full vacation earned.

                        (ii)        Three‑fifths (3/5ths) of full vacation earned if employee has worked eighty percent (80%) of the plant hours scheduled.

                        (iii)       No vacation earned if employee has worked less than eighty

            percent of the plant hours scheduled.

                        (iv)       Overtime hours worked shall be included in determining whether an

            employee has met the requirements of the subsection (i) and (ii).

            (b)       For the purpose of determining whether the requirements above have been fulfilled and in computing the amount of vacation to which an employee is entitled under Section 7.4 below, the following additional rules shall govern:

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                        (i)         Time lost due to layoff of thirty (30) calendar days or more, resignation, discharge or strike will not count as time worked or earned, but shall not break industry service should the employee re‑enter the industry except as provided in Section 7.4(e).

                       (ii)        An employee who has been employed by the Company for at least six (6) months shall be credited, with up to a maximum period of one (1) year, time lost by employee's sickness or accident or absence sanctioned by management in writing, as earned time and accordingly the employee will be paid vacation pay.

             Example:  An employee works two (2) years and three (3) months for one employer and then is absent from work for nine (9) months because of sickness.  At the end of the nine (9) months' sickness, he or she returns to work. The earned time is three (3) years.  If, after receiving vacation pay, he or she then only works another two (2) months, he or she is entitled to two‑twelfths (2/12ths) of two weeks' vacation; six (6) months, six‑twelfths (6/12ths) of two weeks, and so forth.

                       (iii)       Apprentices do not accrue vacation until after completing six months of employment.  Once an apprentice completes six months, accrual of vacation time is retroactive to the first day of employment.

            7.4       Amount of Vacation

            Vacations will be granted to employees as follows:

            (a)        First Week.  One (1) week's vacation or fraction thereof will be granted employees with less than one (1) year of industry service on May 1 based upon the number of months he or she has been employed in accordance with the table below.  This will establish him on a May 1 to May 1 basis for future vacation calculations.

    Length of Industry Service                Vacation

      1 mo.        1/12 of a week             3.3 hours

      2 mos.       2/12 of a week             6.6 hours

      3 mos.       3/12 of a week            10.0 hours

      4 mos.       4/12 of a week            13.3 hours

      5 mos.       5/12 of a week            16.5 hours

      6 mos.       6/12 of a week            20.0 hours

      7 mos.       7/12 of a week            23.1 hours

      8 mos.       8/12 of a week            26.4 hours

      9 mos.       9/12 of a week            30.0 hours

     10 mos.      10/12 of a week          33.3 hours

     11 mos.      11/12 of a week          36.3 hours

     12 mos.      1 week                        40.0 hours

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            (b)       Second Week.  Employees with one (1) or more years of industry service on May 1 shall be entitled to two (2) weeks' vacation or any fraction thereof computed in accordance with the following table:

    Length of Industry Service                 Vacation

      1 mos.       1/12 of 2 weeks              6.6 hours

      2 mos.       2/12 of 2 weeks            13.3 hours

      3 mos.       3/12 of 2 weeks            20.0 hours

      4 mos.       4/12 of 2 weeks            26.6 hours

      5 mos.       5/12 of 2 weeks            33.3 hours

      6 mos.       6/12 of 2 weeks            40.0 hours

      7 mos.       7/12 of 2 weeks            46.6 hours

      8 mos.       8/12 of 2 weeks            53.3 hours

      9 mos.       9/12 of 2 weeks            60.0 hours

     10 mos.      10/12 of 2 weeks          66.6 hours

     11 mos.      11/12 of 2 weeks          73.3 hours

     12 mos.      2 weeks                         80.0 hours

            (c)        Third Week.  Employees will be granted a third week's vacation or fraction thereof computed on a May 1 to May 1 basis beginning with the second May of his continuous employment in the industry as follows:  

                2nd May  ‑  1 day    ‑   8 hours

                3rd May  ‑   2 days  ‑ 16 hours

                4th May  ‑   3 days  ‑ 24 hours

                5th May  ‑   1 week ‑ 40 hours

            (d)       Fourth Week.  Employees will be granted a fourth week's vacation computed on a May 1 to May 1 basis beginning with the twenty‑fifth May of his continuous employment with the Company as follows:

                21st May ‑  1 day  ‑    8 hours

                22nd May ‑ 2 days ‑ 16 hours

                23rd May ‑  3 days ‑ 24 hours

                24th May ‑  4 days ‑ 32 hours

                25th May ‑  5 days ‑ 40 hours  

            (e)        Such vacation (time off) or vacation pay shall be paid at the straight time hourly rate of pay in effect for the employee at time of taking vacation or receiving fractional vacation pay upon separation from employment.  In figuring all earned vacation, a percentage of the regular straight time hours worked during the year proceeding May 1 will be used to determine the vacation pay.  Overtime is not to be used in computing vacation time.  Employees may not be forced to use a vacation day for unanticipated absences, unless that is appropriate discipline.

            Vacation pay and vacation bonuses shall include shift premiums for employees regularly assigned to the second or third shifts, as the case may be, when such vacation or bonus pay becomes due and payable. Subject to the advance approval of management (which approval shall not be unreasonably withheld), employees may occasionally take one-half day of vacation.  Half-days cannot be scheduled on the annual vacation calendar.

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            (f)        For the purpose of this Article, an employee's industry service shall be deemed terminated in the event the employee voluntarily leaves the industry.  If an employee on layoff secures work in another field while waiting for an opening in the granite industry, but continues to maintain union membership and contact with the union and applies for industry employment, his service shall not be considered terminated for the purposes of this article until twelve (12) months from the date of layoff.

            (g)        For the purpose of computing vacation pay or fraction thereof, an employee hired on or before the fifteenth (15th) of a month shall be credited with the full pro rata vacation pay otherwise attributable to that month, and an employee hired after the fifteenth (15th) day of a month shall not be credited with any pro rata vacation pay for that month.  An employee whose employment terminates on or after the fifteenth (15th) of the month shall be credited with full pro rata vacation pay otherwise attributable to that month.  An employee whose employment terminates before the fifteenth (15th) of the month shall not be credited with pro rata vacation pay for that month.

            Example:  An employee comes to work on February 13, 1980.  On May 1, 1980 he or she has completed three (3) months employment and he or she is entitled to fractional vacation pay of three‑twelfths (3/12ths) of one (1) week.  On May 1, 1981, the second May of his employment, he or she is entitled to two (2) weeks vacation pay payable at vacation time and one (1) day of vacation pay payable at Christmas.  On May 1, 1982, he or she would be entitled to two (2) weeks and two (2) days; May 1, 1983 ‑ two (2) weeks and three (3) days; and May 1, 1984 ‑ three (3) weeks.  It is assumed in this Example that the employee worked at least ninety percent (90%) of the scheduled hours worked by the plant during each of the applicable twelve (12) month periods.  If he or she has worked eighty percent (80%) of the time, he or she will receive three‑fifths (3/5ths) of the vacation pay otherwise due.

7.5       Severance of Employment

            A new employee or an employee who is laid off, discharged or quits is to be allowed the vacation benefit to which he or she is entitled under Section 7.4 above, prorated according to his months of service; for example, one (1) month = 1/12th; three (3) months = 3/12ths; ten (10) months = 10/12ths etc.

        7.6       Special Employment

        The vacation pay of employees, who by the specialized nature of their work are employed by two (2) or more employers in the course of the year, shall be paid by each employer in proportion to the time he or she has employed the specialist.

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ARTICLE 8

Bereavement Pay/Birth of an Employee's Child

             8.1      Employees shall receive bereavement pay following the death of the relatives listed in this Article, and the funeral and its arrangements occur during the employee's scheduled workday.  There shall be five days bereavement leave for the death of a parent, spouse or child/stepchild. There shall be three days bereavement leave for the death of a, brother, sister, stepmother, stepfather,  spouse's father, spouse's mother, spouse's stepmother, stepfather, or grandchild.  There shall be one day bereavement leave for the death of a grandparent, the grandparent of a spouse, a brother-in law, a sister-in-law or a "significant other."  If an interment is postponed to a later date and occurs during the employee's scheduled workday, the employee may take one of the three foregoing days off with pay on the day of interment.

             8.2     Any paid days off to which an employee is entitled under this Article shall include second or third shift premiums, as the case may be, if the employee is assigned to such shift on the day(s) for which he or she is entitled to such pay.  Employees who are on vacation when a death occurs will receive the bereavement benefit, and may use the affected vacation days at a later date.

            8.3       An employee will be entitled to a day off with pay for the birth of the employee's biological child or the adoption of a child.

ARTICLE 9

Insurance

             9.1     The Company agrees to provide group insurance to employees and dependents as set forth herein.

9.2     Benefits   

            (a)        The health and welfare plan administered by the Company or its administrator as selected by the Company shall provide for benefits as follows:

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                         (i)         Group life insurance ‑ $70,000.

The Group Life Insurance/ADD Benefit shall increase by $5,000 in year one and $5,000 in year two of the contract to a total of $80,000.00

                        (ii)        Sickness and accident insurance ‑ The current sickness and accident insurance benefit is $370.00.  The sickness and accident insurance benefit shall be increased by $10 in each year of the contract to a total of $390.00 per week for 52 weeks with a Social Security offset for the last 26 weeks thereof; eligibility commences on the first day of accident or hospitalized sickness and the fifth day of non‑hospitalized sickness. If an employee qualifies for sickness and accident insurance because of five (5) days of non‑hospitalized sickness and remains qualified for at least one additional week, the Company will pay the employee  the benefit described in this Article for the unpaid five‑day qualifying period.

                        (iii)       Accidental death and dismemberment insurance ‑ the benefit level shall be the same as the Group Life Insurance/ADD Benefit.

(iv)      Paid‑up Term life insurance.   

            1.         Employees with ten (10) or more years of service retiring on a regular or early retirement pension will be given a fully paid $8,000 life insurance policy.  Any employee with ten (10) or more years of service becoming totally disabled will continue to receive coverage for the full amount of life insurance then in effect until he or she becomes substantially employed, as determined by the Company or insurance administrator, at which time the insurance will be eliminated completely; or until age sixty‑five (65) when it will be eliminated and replaced by a $8,000 insurance policy that has been fully paid by the Company.    The full amount of life insurance shall apply to employees with at least 10 years service, and the amount of insurance shall be prorated down by years of service for employees with less than 10 years of service.

                        (v)        Health Insurance ‑

1.         The Company will provide J or equivalent plan (including vision), with employee contributions of 19% going to 20% beginning January 1, 2010

2.         The Company will provide VHP or equivalent plan (including vision and dental) with employee contributions of 18% going to 20% beginning January 1, 2010.

3.         The Company will provide VFP 100 or equivalent plan (including vision) with employee contributions of 17% going to18% beginning January 1, 2010.

4.         The Company will provide VFP 500 or equivalent plan (including vision) with employee contribution of 3% going to 7% beginning on January 1, 2010.

5.         The Company has the right to rate the health plans separately.

6.         New employees may not enroll in VHP or J plans.  If they take health insurance, they must take a VFP plan.  They will be eligible to take other plans, if they are offered, after they are with the company for six (6) years.

 

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7.         Employees who are enrolled in the J or VHP plans cannot switch between these two plans, but may switch to a VFP plan when it is available.  Once an employee selects a VFP plan, the employee is not eligible for a VHP or J plan.

8.         Employees on the VFP may purchase dental by paying 50% of the premium

9.         Employees may choose to opt out of health plans and obtain a monthly stipend of $300.00 per month through payroll.

                        (vi)       The Company will pay the full premium for health insurance for one month per five years of continuous service (up to a maximum of three months) for retirees, provided they are not eligible for health insurance from another employer.

            (b)       The insurance benefits which are provided shall be described in a brochure which shall be distributed to employees.  The terms and conditions under which such benefits are provided are governed by insurance agreements between the Company and its insurance carriers. The Union and the Company shall work together in good faith to help preserve quality benefits, control costs, and provide information to employees.

             9.3      Contributions

            The Company shall continue its contributions for the health insurance coverage, life insurance and accidental death and dismemberment insurance of a laid‑off employee for three (3) calendar months (provided the employee makes his contribution if any is required).  If the employee is laid off on or before the fifteenth (15th) of a month, that month shall be considered the first of the three months; and if the employee is laid off after the fifteenth (15th) of a month, the following calendar month shall be considered the first of the three months.  If an active employee dies, the Company will continue health insurance for the survivor(s) on the employee's health plan for three (3) months at no cost to the deceased employee's family.  To keep policies in force, both the Company and employee must pay his share while the employee is off the job because of sickness and accident, strike or lockout or any other suspension in the industry beyond the control of either management or labor.

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            9.4       Disability

            (a)        If an employee is permanently and totally disabled, the Company shall continue its contribution for up to six (6) months, as described in the previous section "Contributions."  Thereafter, the Company will provide such health insurance contributions (provided the employee makes his contribution, if any is required) for five (5) years from the date when he or she ceased to work due to such disability.  At the end of such five (5) year period, the Company shall thereafter continue its contributions for individual coverage only, as long as the employee makes his contribution and is permanently and totally disabled, or until he or she reaches age 65, whichever occurs sooner; provided, that the Company will not make any contributions described in this subsection (a) during any period when the employee or his spouse is employed and group health insurance benefits are available to them, or after he or she reaches age 65. The Company and the Union may amend this subsection in their discretion.

            9.5       Retired Employees

            Effective May 2, 1981, any employee who has retired after April 30, 1975 under the provisions of the Barre Belt Granite Employer‑Union Pension Plan shall be allowed to continue group insurance coverage in the amount of $3,000 of term insurance, subject to any applicable insurance carrier rules and regulations.  The full cost of such coverage will be paid by the retired employee at the group rate applicable to the term life insurance including such insurance for retired employees being provided through the Company.  The premium to be paid by such retired employees shall be deducted from the monthly retirement payable to him under the Pension Plan.

            9.6       The Company is authorized to utilize the services of an impartial professional consultant as deemed necessary to advise concerning the proper operation of the insurance program.

            9.7       The parties agree to consider and implement by agreement health insurance cost containment measures with a view to improving and increasing the quality and efficiency of health care.

            9.8       The Company shall provide the Union with any notices threatening or canceling any insurance coverage provided for Union employees under this Agreement.  Immediately upon cancellation, the Union and the employees may withhold all services until such time as the insurance has been fully reinstated with retroactive coverage.

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ARTICLE 10

Pension Plan Agreement

            10.1     Merger of the Pension Plan 

            The Barre Belt Granite Employer-Union Pension Plan (the "Plan") has merged with and into the Steelworkers Pension Trust (the "Pension Trust") pursuant to the terms of a certain merger agreement (the "Merger Agreement") between the Plan and the Pension Trust, the terms of which are incorporated herein by reference.  (Hereafter, the merger of the Plan and the Pension Trust is referred to as the "Merger".)

10.2     Incorporated Documents

            This Article 10 incorporates by reference the terms of a Merger Agreement between the Plan and the Pension Trust, and the provisions of the documents governing the Pension Trust, including the "UIU Declaration of Trust, Effective December 5, 1997."

            10.3     Contribution Rate

            The month for which the contribution is due is referred to as the "benefit month," and the month prior to the benefit month is referred to as the "wage month."  The Employer shall contribute to the Pension Trust each and every benefit month a sum of money equal to $1.70 per hour for each hour worked by all Covered Employees during the wage month.  The pension contribution shall increase by $.05 in year two of the contract to a total contribution of $1.75 per hour.

         10.4     Covered Employees

            Covered Employees are all employees employed within the Union's Bargaining Unit who were actively employed by the Employer for any length of time during the wage month.  The Employer is required to make a contribution on an employee whose employment is terminated during the wage month.

            10.5     Hours Worked

            The term "Hours Worked" means not only hours actually worked by Covered Employees but also hours not actually worked but for which Covered Employees were paid because of vacation, holidays, jury duty or bereavement leave.

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10.6     Payment of Contributions

            Contributions are due from the Employer on the fifteenth (15^th) day of the benefit month, commencing with the benefit month of February 1999 and each and every month thereafter so long as this agreement is in force.

            10.7     Coverage--Newly Hired Employees Not Previously Covered

            Newly hired employees not previously covered by the Pension Trust are not considered Covered Employees until the first day of the first calendar month immediately after the commencement of employment.  Such calendar month is the new employee's first benefit month.  The immediately preceding calendar month is the employee's first wage month.

            10.8     Coverage--Newly Hired Employees Who Were Previously Covered

            Newly hired employees previously covered by the Pension Trust are considered Covered Employees as of the first day of the first calendar month immediately after the commencement of employment.  This calendar month is the employee's first benefit month and the immediately preceding calendar month is the employee's first wage month.

            10.9     Contribution Reports and Data

The Employer shall transmit to the Pension Trust with each contribution a contribution report on the form furnished by the Pension Trust on which the Employer shall report the names, status, hire and termination dates as applicable, as well as the total hours paid to each covered employee during the wage month.  The Employer shall provide a copy of this report to the Union.  The Employer further agrees to supply to the Pension Trust such further information as may from time to time be requested by it in connection with the benefits provided by said Pension Trust to said employees, and to permit audits of its books and records by the Pension Trust for the sole purpose of determining compliance with the terms and conditions of this agreement.

            10.10  Delinquent Employers

In the event that an Employer fails to maintain affiliation in good standing with the Pension Trust, the Employer shall be in violation of this Article 10, in addition to all other applicable standards.  Immediately upon termination of the Employer's affiliation with the Pension Trust, the Union and the employees may withhold all services from the delinquent Employer until such time as the default has been cured to the satisfaction of the Pension Trust and the Union.

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ARTICLE 11

401K Plan

            The Company will establish a Section 401(k) plan for all its union employees.  The Company will match contributions at 35% of the first $1,000 and 10% of the excess up to the maximum contribution level allowed under the plan.

ARTICLE 12

Notices

            12.1     The Company shall install a bulletin board for joint use of the Company and Unions.

            12.2     Before suspending operations the day before or the day after a scheduled holiday, at least three (3) working days' notice must be posted on the bulletin board.

            12.3     At least twenty‑four (24) hours' notice of any other suspensions of operations must be posted on bulletin boards stating when plant will close as well as when work is to be resumed.

            12.4     An employee who gives his employer two (2) weeks' written notice before resignation will not be dismissed during the notice period without just cause which shall include the employee's failure to perform the work assigned or to report to work on time as that employee would normally do.  An employee who gives notice of resignation shall remain subject to layoff during the notice period. The employer will provide the employee with a written form that the employee will be asked to sign to confirm notice.

            12.5     If an employer decides to meet and speak to an employee because the employer believes that any further infraction will lead to discharge, the employer shall inform the union and invite the union business agent to attend the meeting.  If the business agent is unavailable, notice can be provided to a Union officer or shop steward.

ARTICLE 13

Layoff and Recall

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            13.1     Layoff and recall shall be on the basis of seniority with the Company, with most senior employees enjoying preference to avoid layoffs and to be recalled.  Unless it is demonstrated that a senior employee lacks proficiency to perform work in another category, the senior employee shall have the right to move to another category to avoid layoff.  A layoff shall not interrupt the accrual of industry service.  Employees shall have recall rights for twelve (12) months from the date of layoff.

            13.2     The Company shall provide the Union with a seniority roster semi‑annually, in April and October.  There shall be a single seniority roster for all GCA employees of the Company.

ARTICLE 14

Union Security

            14.1     Employees covered by this Agreement shall, as a condition of employment, be or become members of the Union on the thirty‑first calendar day following their date of employment or the effective date of this Agreement, whichever is later.  As a condition of continued employment, employees must remain members of the Union in good standing with respect to payment of initiation fees (if not already a member) and periodic dues uniformly required as a condition of acquiring or retaining membership.

            14.2     Operators of all granite, marble or other stone working machinery shall be members of the Union such as:  computerized stencil cutting machines, sandblast, surface cutters, carbos, planers, lathes, die sinkers, polishing wheels, saws, paper rolls, sharpening machines, surface plates, guillotines, sandblast stencil cutting machines, carvers, etchers,  auto etchers and wire sawing on granite when detached from the quarry.  Operation of machinery includes on-the-premises creation of the job file that guides or controls a machine in the sawing, cutting, polishing or other manufacture of granite.  The operation of machinery that performs functions substantially similar to the functions performed by the machinery listed in this Article shall be by members of the Union. 

            Except as specified otherwise in this Article, all work that is assigned to the jurisdiction of the various trades and specialties within the union by the terms of this agreement shall only be performed by Union members.  The Union agrees that jurisdictional restrictions will not apply to: 1) incidental operation of machines for expediency; 2) coverage due to an absence caused by sickness or vacation, or 3) coverage when a machine operator is busy with other job responsibilities.  To ensure 40 hours of pay, the worker may be assigned to duties outside of their traditional jurisdictional duties for a period not to exceed 16 hours per week for items 1, 2 and 3 above.   In each facility, there may be no more than one owner operating machinery that is assigned to Union members under the terms of this agreement; any other owner may operate machinery only if they are Union members. Only foremen and management shall have the authority to discipline, hire or fire union employees.  Foremen shall not perform union work, but shall limit their responsibilities to supervision and instruction.

            The Company agrees to maintain an average union staffing level of approximately 70% GCA.

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            14.3     GROUP LEADER‑LEADMAN. 

            A group leader or leadman is a bargaining unit employee who has responsibilities under a foreman in a specific work area or section.  He or she is in charge of that area in the absence of a foreman. Following instructions of the foreman, he or she directs employees in routine work including priority and movement of work in process.  He or she has the responsibility to inspect and reject units if they do not meet quality standards.  He or she can instruct employees and answer routine questions about work.  He or she does not have the power to hire, fire or adjust wages for personnel, or effectively recommend the same.

ARTICLE 15

Check‑Off

            15.1     It is agreed that Union initiation fees, membership dues, and assessments uniformly imposed on all members, in accordance with the Constitution and By‑Laws of the Union, shall be deducted monthly from the pay of each employee who executes or has executed the following "authorization for check off" form:

    "I, the undersigned, an employee of Rock of Ages Corporation, hereby authorize and direct the Company to deduct from my wages as checked below:

    (  )  Initiation fees

    (  )  Monthly union dues

    (  )  Assessments uniformly imposed on all members as designated

     by the Union, and pay same to the Granite Cutters' Association.

    "I understand that this authorization is irrevocable for a period of one year or until the expiration of the Agreement between the Union and the Company, whichever occurs sooner, and shall be automatically renewed for successive periods of one (1) year each or for the period of each succeeding applicable collective agreement between the Company and the Union, whichever shall be shorter, unless I notify the Company and the Union in writing by registered mail, return receipt requested of my desire to cancel and revoke this assignment, within ten (10) calendar days prior to the expiration of each period of one year, or of the expiration of each applicable collective agreement between the Company and the Union, whichever occurs sooner."

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            15.2     Deductions shall be remitted by the end of each month to an officer designated by the local union along with a list of the employees from whom deductions are made.

ARTICLE 16

Dispute Settlement

            16.1     Any difference which may arise as to the meaning of this Agreement or any memorandum agreement between the parties as to compliance with the terms of such agreements shall be resolved as follows:

             Step 1:  Between the foreman and employee involved and/or Union Steward and/or other Union representative.  Grievances must be submitted within ten (10) workdays of the time the subject of the grievance becomes or should have become known to the aggrieved employee or Union.

             Step 2:  Between the Union Steward and/or other Union representatives and the Plant Manager.  If the matter is not settled within five (5) workdays of initiating this step, it may be referred to Step 3.

             Step 3:  Between the Union Business Representative and/or Union Steward and the Division Vice President and/or the Plant Manager.  If the matter is not settled at this step, then a formal written grievance will be submitted within five (5) working days.

             Step 4:  Between the Granite Cutters' Association Staff Representative, Local Union Business Agent, the President of the Company, the Division Vice President and/or the Plant Manager.

             Step 5:  Submit the grievance to arbitration and pursuant to existing voluntary labor arbitration rules of the American Arbitration Association within thirty (30) days following the Step 4 answer.  The Arbitrator shall have no authority to alter in any way the terms and conditions of this Agreement and shall confine his decision to a determination of the facts and an interpretation and application of this Agreement.  The decision of the Arbitrator shall be final and binding on all parties.  The fees and expenses associated with arbitration of the grievance shall be borne equally by the parties to the grievance or dispute.

          In the event a difference is not appealed to the next succeeding step of the above procedure within the time limit specified, the right of appeal shall be lost.

          The aggrieved employee may attend any steps of the grievance procedures. Time limits may be extended by mutual agreement.

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            16.2     Grievances may be initiated by the Company.  The grievance shall be discussed between the Company representative and the Steward, Local Union President and/or Union Business Agent or other Union representative. In the event such difference is not settled through such discussion, the dispute will be further processed in accordance with the provisions of Section 16.1, Steps 3, 4 and 5.

            16.3     Grievances processed in accordance with the provisions of this Article must be in writing and signed by the grieving party for submission to Step 4 and succeeding Steps.  It is mutually understood that the words "Foreman" or "Plant Manager" may be replaced by the word "Company" where appropriate.  Time limits may be extended by mutual agreement.

           16.4  The Union agrees that during the term of this Agreement neither the Union nor its members shall encourage or engage in any strikes, stoppages, slowdowns or other interruption of work, and the Company agrees that there shall be no lockouts.

ARTICLE 17

Plant Access

            It is agreed that a Business Agent and/or Union official shall be permitted to enter any plant during working hours or during hours when such agent or official has reason to believe employees are working, for the purpose of administering the provisions of this Agreement.  A committee wishing to enter the plant during working hours must first get permission at the office.

ARTICLE 18

Nondiscrimination

            The parties shall comply with all applicable laws governing equal employment opportunities for employees covered by this agreement.  This shall include laws prohibiting discrimination against employees on account of race, color, gender, religion, national origin, age, sexual preference, protected handicap or union activities.

ARTICLE 19

Governmental Regulations

            The Company will comply with all applicable laws, including workers' compensation and unemployment compensation laws, enacted for the betterment of wages and working conditions in the granite trade.  All employees must utilize safety equipment required by applicable law.

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ARTICLE 20

Substandard Operations

            It is acknowledged by the parties that production of granite products under conditions less favorable than those contained in this Agreement represents a threat to the prosperity of the industry and the health and living standards of the employees working herein. If a full-time employee works for another person or firm in the industry which competes with his employer, it shall constitute just cause for disciplinary action, leading to discharge for subsequent or continuing offenses. Work performed on the premises of the Company on projects in which the Company has some interest shall not be considered moonlighting, and shall not subject the employee to discipline or discharge.   The parties acknowledge that such moonlighting by full-time employees is generally harmful to the industry and to the employees.  It should be discouraged.  An employer found to have engaged or employed a moonlighter shall be required to pay time and one half for all hours worked by the moonlighter; shall be required to make all fund payments for such hours worked to the Barre Belt Pension Fund to the extent permitted by such funds; and shall be subject to other sanctions as a grievance committee or arbitrator deems just.

ARTICLE 21

Labor Management Team   

It is mutually agreed to form a Labor Management Team (LMT) composed equally of Union representatives and management representatives in such total number as may be agreed from time to time by the Union and Company. The LMT may meet on mutually agreeable occasions to discuss and resolve issues of safety, health, betterment, interdivisional job opportunities, productivity and other items as may be appropriate.

            The LMT is intended to increase joint cooperation and develop an active employee involvement process.  These efforts shall not interfere with any provisions of this agreement nor circumvent the grievance procedure, nor interfere with management's rights, but it is a goal of the LMT to avoid circumstances or practices which could give rise to a claim by either party that the provisions of this agreement were not adhered to and to create an atmosphere of cooperation so as to minimize events leading to grievances.

            The LMT may have various divisions or advisory groups as mutually agreed and may meet jointly with LMTs formed in other divisions and with other unions of the Company.

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            The objectives of the LMT will also focus on increasing customer service and satisfaction, more effective methods of operation, enhancing employee morale and creating and assuring full and open communication among employees and the Company.  The LMT will analyze and solve identified problems and participate and support in the implementation of agreed solutions.  The LMT will also investigate and recommend actions to the Company and Union to increase employee involvement and responsibility in the areas of production, production teams, and quality control.

ARTICLE 22

Safety Measures

          22.1     Suction Devices

            The Company shall maintain its plants with suction equipment as described below:

(a)        All bankers using pneumatic tools and surface machines shall be equipped with suction devices.

(b)       Every employee cutting granite shall be provided with an adequate suction device.  No granite shall be cut unless this requirement has been met.

(c)        All emery wheels, in the blacksmith's shop and plant, shall have suitable safety and suction devices.  All rounding of edges and other operations, with a pneumatic or electric machine, shall only be done with the added use of a suction device.

(d)       All sandblast rooms shall be equipped with suitable suction devices so that they shall be in a dustless condition, both inside and outside.

(e)        All suction equipment shall be of the vacuum type complete with adequate dust arrestors, which will filter the air before discharge into the atmosphere.

(f)        All surface cutting machines in the cutting section of the plant shall be equipped with proper suction devices and shall immediately cease operations when a breakdown in the air suction or other devices occurs or when such air suction or other attachments become defective.  Workers must, at all times, be amply protected from chips, grit or water from any machine. Proper screens, butty‑boards or any other suitable method must be furnished and used.  Bumpers must not be used.

(g)        The Engineer for the Department of Labor and Industry for the State of Vermont shall confer with the Company and the Business Agent concerning the proper function of all suction equipment in granite plants.                

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22.2     Safety Glasses

            The Company shall provide safety glasses for its employees, upon the request of such employees.  If an employee needs prescription safety glasses, he or she shall pay for his own eye examination and shall furnish the prescription to the Company.  The Company shall then provide such prescription glasses at no additional cost to the employee.  Broken safety glasses shall be replaced by the Company on a reasonable basis.

            22.3     Plant Heat

            Cutting plants and air for pneumatic machines is to be heated to at least sixty (60) degrees.  Hot water must also be provided.  If the Union initiates a grievance for the Company's failure to heat the plant to 60 degrees, the arbitrator is authorized to impose a penalty of two (2) hours' pay for time lost due to lack of heat.  The arbitrator shall be authorized to impose a penalty of up to four (4) hours' pay in situations where the Company has been found to have repeatedly failed to heat the plant as required under this Section and if the arbitrator finds that the circumstances of such violations warrant an additional penalty.

            22.4     Miscellaneous

(a)       No employee shall be permitted to operate automatic and manual sandblast at the same time, except under conditions mutually agreeable to the union and the Company.

 (b)       In turning down grindstones, water in sufficient quantities or other suitable devices must be used at all times to keep down the dust.

(c)        Toilets connected with running water must be furnished in every plant and must be always kept in sanitary conditions, thoroughly boxed in and ventilated so as to eliminate all odors in conformity with health laws.

(d)       Drinking water with sanitary bubblers must be furnished in every plant.

(e)        A device to give ample warning when stones are being carried through the plant will be used with the operation of each traveling crane.

(f)        The Company shall, at its expense, replace chalk and chalk lines, pencils and sandblast knives, tapes, rulers, handles, aprons, rubbers and similar equipment on a reasonable basis.  The Company shall make safety footwear (steel toe) available to requesting employees from the Company supply room.  For each requesting employee, the Company will contribute once a year to defray the costs of safety footwear (i.e., steel toe).  The Company shall pay the full cost of the safety footwear, up to a maximum of eighty ($80.00) dollars, paid once per year without proof of purchase; employee must still wear safety footwear on the job.

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            22.5     Consultation and Enforcement   

            The Company will confer with the Union regarding safety and other rules and regulations affecting the health, safety and comfort of the employees. The parties agree to cooperate with each other in enforcing safety rules and practices in an effort to reduce hazards and insure safe working conditions.       To assure safety, if an employee is not adequately trained or qualified to operate a piece of equipment, the employee will not be required to operate the equipment.                     

ARTICLE 23

 New Machinery 

            23.1     The Company and the Union agree that, for the best interest of the employees, the Company and the community as a whole, they favor and will encourage the progress and growth of the Granite Industry in Vermont.    The Company has the right to introduce new machinery into the plant, and the assignment of an operator to new machinery will be made on a reasonable basis with appropriate consideration for safety, workload, existing practices, and operational requirements including production efficiency and flexibility.

             The Company agrees that, in the operation of granite working machinery, the present jurisdiction of the union will be preserved.  The Company further agrees that employees covered by the agreement shall be given reasonable opportunity to become proficient with new granite working machinery.  It is understood that the employees of a manufacturer displaced because of the introduction of new machinery into the plant shall be given such first opportunity.

ARTICLE 24

 Apprentice Training Program

            24.1     The Program

             The Apprentice Training Program for Granite Cutters, Polishers, Tool Sharpeners and Draftspersons, as developed and approved by the Barre District Granite Manufacturers and the Unions, shall govern the training of apprentices.  No provision in the Apprentice Training Program of the Granite Cutters, Polishers, Tool Sharpeners and Draftspersons shall operate in violation of any provisions of this agreement.  

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        24.2     Records

(a)        The Company shall keep a record of all apprentices in their employ. Records shall show full name, date of employment; trade; social security number; age; and date of leaving.  Records shall be open to inspection by the Business Agent of the Union.

(b)       Within thirty (30) calendar days of employment, the Company agrees to supply the Business Agent with names of each apprentice employed, the date of employment, the trade, the apprentice's social security number and age. The Company also must state if the apprentice comes within the quota as per this Agreement.

        24.3     Job Training Partnership Act

             The Union agrees to give the necessary approval and to join with the Company in any future applications for funds under the Job Training Partnership Act, subject to the understanding that the Union may withhold such approval in the event of a substantial change in the present employment situation in the industry.

        24.4    Apprentices shall not replace a journeyman and unemployed journeymen who apply for an apprenticeship position shall be given first consideration for employment.

ARTICLE 25

 Leaves of Absence

        25.1     Unpaid leaves of absence may be taken only with prior written approval of the Company, and copies of same shall be given to the Union. Applicable federal and state statutes governing family and medical leave shall apply to any leaves which were within their purview.

        25.2    Any employee newly hired to perform the work of an employee on leave of absence will be notified by the Company that continued employment is temporary.

        25.3    Any person holding office in the Union as a full-time Business Agent shall accrue seniority in his or her former position while holding such office for a period of three years.  Any such Union officer can accrue additional seniority, up to a maximum of six years, that is equal to the officer's length of service with the Company. If the Union officer does not return to employment with the Company during the period that he or she or she is accruing seniority under this paragraph, then the officer shall forfeit that seniority.

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            Upon completion of his or her Union service, a Union officer may exercise any accrued seniority rights to return to employment within his or her former trade. Any Union officer who wishes to return to service with the Company after the expiration of his or her seniority rights shall have first preference for the first available opening in the Company within the officer's trade for which the officer is qualified.

            Any Union employee who is assigned to a management position shall accrue seniority in his or her former position for a period of three years.  If such person does not return to his or her position as a Union employee within three years, such seniority shall be forfeited.  During the three year period provided by this paragraph, such person may exercise any accrued seniority rights to return to a Union position within his or her former trade. 

ARTICLE 26

Probationary Period

            26.1     There shall be a probationary period of thirty (30) calendar days for journeymen and sixty (60) calendar days for apprentices with a right to extend such probationary periods by mutual agreement. The probationary period for a journeyman who is a new hire, and is changing trades to a new trade, shall be sixty days.   A discharge during the probationary period shall not be subject to the grievance or arbitration provisions of this agreement.  Upon completion of the probationary period, the employee's seniority date shall be retroactive to his most recent date of hire.                                

ARTICLE 27

New Employees

            27.1     In the event of a permanent vacancy which the Company intends to fill with a journeyman, the Company will call or otherwise notify the Union in advance and will consider the names of any journeymen submitted by the Union.  In the event of any permanent vacancy within the Company, the Company will make a reasonable effort under the circumstances, subject to the Company's need to fill the position promptly, to post the vacancy within the Company. Nothing herein will require the employer to interview or hire any applicant.

ARTICLE 28

Subcontracting

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            The Company will subcontract bargaining unit work only if its plant lacks the physical capacity or human resources to accommodate the work and not to avoid the terms of this contract; provided, however, that the Company may subcontract work to other entities that employ GCA members to perform the work that is subcontracted.  The Company will notify the Union in advance of an intent to subcontract bargaining unit work which will result in (or prolong) either layoffs or a reduction in the work week below forty hours; and, upon request, will bargain with the Union about the decision and its impact upon the employees.

ARTICLE 29

Accidents

            A workman must report any accident or defect in any stone immediately on discovering it; otherwise he or she shall be subject to appropriate disciplinary action.  Sufficient room at all times must be given to granite cutters and other workers. If an employee is injured on the job and formal notice (i.e., the employer's first report of injury) is provided to the State of Vermont, a copy of the written notice will be provided to the union business agent.

GRANITE CUTTERS' PROVISIONS

ARTICLE 1

Jurisdiction 

            It is mutually agreed that the Union shall have jurisdiction over the following job functions involved in the Company's plant operations: drilling (including paper rolls and saw blocks at the plants), cutting, lettering, finishing, surface plate finishing, carbo sawing, sandblasting, carving, etching, planing, lathe operating, channeling for crosses or any similar work building or monumental, polishing (whether by hand or machine), sawing (of rough blocks into slabs, dies, etc.), bedsetting, plastering, pinning up, steeling and grinding of granite; tool sharpening (by hand or machine) of all hand tools used in the plants; and drafting including layouts, tracings, patterns and making shop cards requiring drafting.  All employees will be classified by the above job functions for purposes of the provisions on layoff in Article 12.  The Union and Company agree that employees covered by this agreement may be assigned to any other job functions within the jurisdiction of the Union or as allowed by Paragraph 14.2 as may be necessary to assure available work is completed in a timely and efficient manner.

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ARTICLE 2

Apprentice - Journeyman

            Apprentices must work a period of two years to achieve the status of journeymen.

ARTICLE 3

Apprentice Quotas

            The apprentice quota for all positions except draftspersons, lathe operators and sawyers shall be:  1 for 2,  2 for 5 ,  3 for 8,  4 for 11, 5 for 14,  6 for 17.    One apprentice lathe operator is allowed for each two lathes operated. One apprentice sawyer shall be allowed to every two sawyers.  One apprentice draftsperson for one journeyman draftsperson and two apprentice draftspersons for three journeyman draftspersons shall be allowed, but owners, partners and office managers shall not be considered journeymen.

ARTICLE 4

            4.1       All employees covered by this contract shall not disclose any confidential information obtained from contracts worked in any office.    All custom drafting done outside of a regular eight (8) hour day shall be charged at the rate of time and one‑half plus ten percent (10%) extra for materials used.  All custom work to be governed by the Business Agent.

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            IN WITNESS WHEREOF, the undersigned have executed this Agreement effective April 25, 2009.

                                FOR GRANITE CUTTERS' ASSOCIATION

                                    _______________________________________                               

Matthew Peake, Business Agent

_______________________________________      

Sandy Conti, Committeeman

_______________________________________

Randy Copping, Committeeman

_______________________________________                                  

Harold Wood, Committeeman

                                ROCK OF AGES CORPORATION

                                    __________________________________________                               

Robert Pope, Chief Negotiator

__________________________________________

Donald Labonte, CEO

__________________________________________

Rob Boulanger, Operations Manager, Manufacturing Division

__________________________________________

Paul Hutchins, Vice President of Administration

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MANUFACTURING DIVISION

CALENDAR OF HOLIDAY OBSERVANCES

DURING 2009 - 2011 CONTRACT

2009

Memorial Day                                    May 25                       Monday

Independence Day                             July 3                           Friday 

Labor Day                                         September 7                Monday

Employee Appreciation Day               September 8                Tuesday                      

Veterans Day*                                   November 16              Monday

Thanksgiving Day                               November 26              Thursday

Day After Thanksgiving                      November 27               Friday

Christmas Day                                    December 25               Friday

2010

New Years Day                                 January 1                     Friday

Day Before Town Meeting                 March 1                       Monday

Town Meeting Day                             March 2                      Tuesday

Memorial Day                                    May 31                        Monday

Independence Day                              July 5                          Monday

                        Alternative for shut down        July 12                        Monday

Labor Day                                         September 6                Monday

Employee Appreciation Day               September 7                Tuesday

Veterans Day*                                   November 15              Monday

Thanksgiving Day                               November 25              Thursday

Day After Thanksgiving                      November 26              Friday

Christmas Day                                   December 24               Friday

2011

New Years Day                                 December 31               Friday

Day Before Town Meeting                 February 28                 Monday

Town Meeting Day                            March 1                       Tuesday

*Veteran's Day will be observed on the first day of rifle season.

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Granite Cutters' Association

107 N. Main Street

Barre, Vermont   05641

April 25, 2009

Donald Labonte, President                                                                

Rock of Ages Corp., Manufacturing Division

PO Box 482

Barre, Vt. 05641-0482

SIDE LETTER AGREEMENT

Gentlemen:

            The terms and conditions of the collective bargaining agreement between the Granite Cutters' Association and the Rock of Ages Corporation are hereby modified by this side letter agreement, dated as of April 25, 2009

Seniority

            Article 13.2 provides that there shall be a single seniority roster for all GCA employees of this Company.  To implement this provision, we have agreed that the existing seniority lists for all four entities involved in a merger with the Company (i.e., Anderson-Friberg, Lawson Granite, Rock of Ages and Associated Saw Plant) as of January 1, 1996, shall be merged into a single seniority list.  The date of hire with each of the four entities involved in this transaction shall be used to measure seniority on the merged seniority list.  If an employee has continuous service with two or more of the entities involved in that merger, all of that continuous service shall be counted in calculating seniority.

            Article 13.1 provides that layoff and recall shall be on the basis of seniority, subject to ability.  We agree that if there is a short-term layoff (meaning no more than two consecutive weeks or a total of four weeks in a single calendar year) in any of the Rock of Ages plants, that the seniority roster within the affected plant shall be used to implement the layoff.  For such short-term layoffs, affected employees will not have the right to bump employees in another plant.  If the layoff is of any greater duration, then the Company-wide seniority list, which shall be merged as provided in this Letter, shall control the layoffs.

            Article 7.4(d) grants employees additional vacation based upon length of service with the Company.  We agree that continuous service with any of the four entities involved in the merger shall be included in calculating eligibility for this benefit.  Thus, for example, an employee with 25 years of service with Lawson Granite shall be entitled to the four weeks of vacation.  If an employee has 10 years of continuous service with Lawson Granite, immediately followed by 15 years of continuous service with Rock of Ages or Anderson-Friberg, that employee would also qualify for this additional vacation.

Side Letter Agreement

GCA--Rock of Ages

April 25, 2009

Page 2

            Article 5.2 addresses overtime.  The company shall offer overtime on the basis of seniority within the category of work in each plant, subject to ability and experience on the particular job, as provided in Article 5.2.  Employees cannot use seniority to claim a right to overtime offered in another plant.

Work Rules

            The Union will not seek to assert Section 22.4(a) of the collective bargaining agreement and/or the Memorandum dated August 22, 1979, with respect to operations covered by such documents unless the Union believes in good faith that such operations would be unsafe or would constitute an unreasonable workload on any employee.  In any such situation,, the Union will provide the Company with a written statement setting forth its specific objections regarding safety and workload issues.  If the Company and the Union are unable to resolve the issue, either party may submit it directly to arbitration under the arbitration provisions of the collective bargaining agreement.

Sympathy Strikes--Picket Lines

            The union agrees that it will not call or condone a strike against employer's signatory to this agreement in sympathy with a GCA union strike at the signators to a multi-employer agreement with the Barre Granite Association ("downtown employers") or Swenson Granite, Hillside Granite, or International Stone Products ("other companies").

            Nothing contained in this agreement shall prevent members of the GCA from honoring a primary picket line, and they shall suffer no disability as a result of so doing.  However, the GCA shall not permit its members to establish a picket line at Rock of Ages as a result of a strike against downtown employers or other companies.  Nothing contained in this agreement shall prevent members of the GCA from refusing to perform "struck work" (i.e., work that has been subcontracted to Rock of Ages from the downtown employers or other companies during any union strike against the downtown employers or other companies, or work that has been transferred to Rock of Ages in Barre from affiliates who are the subject of any union strike), and they shall suffer no disability as a result of so doing.

            In the event that the union calls or condones a strike against Rock of Ages in sympathy with a Granite Cutters' Association union strike at the downtown employers or other companies, Rock of Ages may by-pass the grievance and arbitration provisions of this agreement, and seek an immediate injunction or other relief from the courts.

Side Letter Agreement

GCA--Rock of Ages

April 25, 2009

Page 3

Extension of Apprentice Period

            If the Company neglects to request an extension in the first sixty days of the apprentice period, there shall be an additional thirty day period in which the Company can request an extension of the apprentice period from the union.  The Union shall not unreasonably withhold approval of a request for an extension.

Second Shift

            The Company may desire to implement a change in the shifts, work schedules, additional compensation, or related concerns on the second shift which would require changes in the Contract. During the term of this Contract, the parties agree to negotiate and bargain in good faith on this subject.

Worker Compensation

            The Company shall provide coverage for employees who are paid worker compensation benefits for the time period that is not covered by worker compensation.  The Company may, in its sole discretion, withdraw this benefit if the Company determines that it is being abused.

Jib Cranes 

The GCA supports the use of jib cranes, car systems, and similar handling systems that do not fundamentally infringe upon the respective jurisdiction of the two unions.  The GCA will work with management to reasonably accommodate the use of such devices by its members where appropriate.

            This side letter agreement shall be in effect for the balance of the collective bargaining agreement, which is scheduled to expire on April 29, 2011.

Side Letter Agreement

GCA--Rock of Ages

April 25, 2009

Page 4

Dated at _____________, Vermont,  this ____ day of __________________, 2009.

                                                                                    GRANITE CUTTERS ASSOCIATION

                                                                        BY:     _________________________________

                                                                                    Matthew Peake, Business Agent

Dated at ____________, Vermont, this ____ day of ___________________, 2009.

                                                                                    ROCK OF AGES CORPORATION

                                                                        BY:     ________________________________

                                                                                    Robert Pope

                                                                                    Chief Negotiator

_________________________________

                                                                                    Donald Labonte

                                                                                    CEO

EX-31.1

EXHIBIT 31.1

CERTIFICATION
OF CHIEF EXECUTIVE OFFICER 

I, Donald M. Labonte, certify that:                                

1. I have reviewed this quarterly report on Form 10-Q of Rock of Ages Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.  The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

   1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
   2. [Paragraph omitted in accordance with SEC transition instructions]
   3. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   4. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

1.  All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 14, 2009                                                       /s/ Donald M. Labonte                                      

                                                                                          Donald M. Labonte, Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION
OF CHIEF FINANCIAL OFFICER 

I, Laura Plude, certify that:                              

1. I have reviewed this quarterly report on Form 10-Q of Rock of Ages Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

   1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
   2. [Paragraph omitted in accordance with SEC transition instructions]
   3. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   4. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

1.  All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 14, 2009                                                       /s/ Laura Plude                                    

                                                                                          Laura Plude, Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification of the Chief Executive Officer Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Rock of Ages Corporation (the "Company") for the quarter ended July 4, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Donald M. Labonte, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Donald M. Labonte                      

Name: Donald M. Labonte
Title:   Chief Executive Officer
Date:  August 14, 2009

EX-32.2

EXHIBIT 32.2

Certification of the Chief Financial Officer Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Rock of Ages Corporation (the "Company") for the quarter ended July 4, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Laura Plude, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of her knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Laura Plude                    

Name: Laura Plude
Title:   Chief Financial Officer
Date:   August 14, 2009