Attach_5_-_CLA_Turkey_(2012-2014).docx

Attachment #5, Solicitation #FA5613-13-R-0005

ENTERPRISE

COLLECTIVE LABOR AGREEMENT

BETWEEN

A JOINT VENTURE OF

VINNELL AND BROWN & ROOT SERVICES CORP. (VBR)

AND

TURK HARB-IS UNION

1 April 2012 - 31 March 2014

COLLECTIVE LABOR AGREEMENT

Page No.

Employment Conditions

Agreements

Night Work

Holidays and 6. Day of Week

These Days

Education Fund

Employment Agreement

COLLECTIVE LABOR AGREEMENT

SECTION ONE

GENERAL PROVISIONS

ARTICLE 1 - PARTIES

This Collective Labor Agreement is concluded at enterprise level between Vinnell, Brown and Root (VBR) -- as the Turkey Base Maintenance Contractor of the U.S. Forces--, whose Program Headquarters in Turkey is located at “10th Tanker Base Command, Bldg: 952, Incirlik, 01340, Adana”, hereinafter referred to as the "Employer"; and the War Industry and Auxiliary Industries Workers Union of Turkey (Turk HARBIS Union), whose Head Office is located at “İnkılap Sokak No. 20, Kızılay, Ankara”, hereinafter referred to as the "Union".

ARTICLE 2 - SCOPE OF AGREEMENT

A. Worksites of the Employer in Turkey are those established in line 26 of the Branches of Industry Regulation stipulated in Article 60 of Law #2821. This Collective Labor Agreement covers union member employees at the mentioned worksites who are included in the notifications made pursuant to Article 62 of Law #2821.

B. Employees who are employed at the worksites mentioned in Paragraph A above and not members of the union party may benefit from this Collective Labor Agreement under the conditions of Article 9 of Law #2822.

C. At the worksites covered by this Collective Labor Agreement, employees occupying the positions of:

Program Headquarters

Sites

are excluded from the scope of this Collective Labor Agreement. No conditions as to become or not to become union member, nor implications as such will be put forth by the parties to the employees occupying out-of-scope positions. Out-of-scope employees cannot be granted remuneration less than the benefits, or the total amount of the same, that are granted to union member employees by this Collective Labor Agreement.

ARTICLE 3 - AIM

The aim of the parties in concluding this Collective Labor Agreement is stated as follows:

a. To regulate various aspects related to conclusion, contents and expiration of the employment agreement,

b. To determine respective rights and obligations of the parties including all aspects of employeeemployer relations, and ways to exercise the same,

c. To establish methods for resolution of disputes that may arise from this Collective Labor Agreement,

d. To provide work harmony and labor peace between the Employer and/or his representatives, the Union, its Branch and/or employees.

ARTICLE 4 - RESPONSIBILITY

A. The Union and its branches accept and guarantee to carry out duties for realization of aims stated in Article 3 in best faith and possible manner, pursuant to provisions of Law and this Collective Labor Agreement and in consonance with the spirit expressed in Article 3, to make efforts on their part to increase productivity and efficiency of the activities at worksites, and to insure employee compliance with provisions of laws and this Collective Labor Agreement.

B. The Employer accepts and guarantees to carry out duties for realization of aims stated in Article 3 in best faith and possible manner, and to take all actions pursuant to provisions of Law and this Collective Labor Agreement and in consonance with the spirit expressed in Article 3.

C. In addition to their respective responsibilities mentioned in Paragraphs A and B above, the parties agree that the work at worksites continues without disruption and labor peace is protected. The parties accept and guarantee to resolve the disputes arising from the implementation of this Collective Labor Agreement and Law or between the Employer and employees through the procedures set forth in this Collective Labor Agreement and Law, and not to abuse their respective rights recognized by Law and this Collective Labor Agreement.

SECTION TWO

RIGHTS AND OBLIGATIONS OF THE PARTIES

ARTICLE 5 - RIGHT TO MANAGE

Recruitment, management and direction of work, employees and worksites, ensuring discipline, and regulation of work conditions are the exclusive functions of the Employer, except where otherwise is prescribed by this Collective Labor Agreement. While exercising this right, the Employer may issue instructions and directives on condition that these are not in violation of this Collective Labor Agreement and laws. Those written management instructions and directives concerning all employees of a worksite will be shared with the Union for informational purposes.

ARTICLE 6 - UNION SHOP STEWARDS, DUTIES AND UNION LEAVES

A. Qualifications: It is essential that employees to be appointed as union shop stewards meet legal requirements, have completed probationary period and work at the worksite.

B. Primary members of the Managing, Auditing, Disciplinary and Consultative Boards of the Union and/or the Branch, and union shop stewards working at the worksites cannot be unjustly treated, penalized, or terminated solely for their union duties. Employees assuming the above duties cannot be transferred to jobs unrelated to their profession nor assigned to another worksite for more than one month without their consent. Other protection of such employees and legal rights regarding termination of their employment agreements are reserved. Amateur branch officials (i.e., members of the Managing Board of the Branch) cannot be employed on night shift without their consent.

C. Functions and Authorities. Union shop stewards and the chief shop stewards are tasked to:

a. Receive employees’ requests and resolve their grievances,

b. Promote and maintain cooperation, work harmony and labor peace between employee and the Employer,

c. Protect rights and interests of employees (and inform the Branch management in writing, after having spent efforts thereon),

d. Assist in the enforcement of working conditions prescribed in this Agreement, Labor Law #4857 and related decrees and regulations.

D. Appointment and Number of Representatives. Union shop stewards and the chief shop stewards are appointed by the Managing Board of the Branch. The Managing Board of the Branch has the right to appoint:

1 shop steward for worksites employing 1-50 employees 2 shop stewards for worksites employing 51 - 100 employees 3 shop stewards for worksites employing 101 - 500 employees 4 shop stewards for worksites employing 501 - 1000 employees 6 shop stewards for worksites employing 1001 - 2000 employees

At worksites with more than 50 employees and more than one shop steward, one of these shop stewards is appointed as the chief shop steward.

E. Shop Steward Room

a. At worksites where the number of employees is more than 100 the Employer provides a room for the union chief shop steward, preferably at a place where employees densely work and to be kept open during midday breaks.

b. At worksites where the number of employees is less than 100 the union chief shop steward or the union shop steward keeps a locked cabinet at the place to be designated by the Employer.

c. The Union will provide the cabinet and the furniture for the room.

F. Union Leaves

a. Chief Shop Steward Leave. The chief shop steward is granted leave with pay to involve activities as required by his union duties, as prescribed below:

Number of Employees at Worksite Weekly Leave Period

The chief shop steward is employed on day shift. It is essential for the chief shop steward to spend the leave at the worksite. However, upon written request to the Employer by the Union Head Office or the Branch, the chief shop steward may spend this leave period at the place of request.

Amateur members of the Managing Board of the Union Branch are granted four hours of leave with pay per week to involve in activities as required by their union duties. In the event an amateur branch official is also appointed as the shop steward or the chief shop steward, he may only use the maximum leave entitlement of either position specified in this Article.

b. Shop Steward Leaves. Union shop stewards are required not to neglect their essential duties while performing union duties. However, each of the union shop stewards is granted four hours leave with pay per week to hold meeting amongst.

c. Training leaves. Upon written request and submittal by the Union of pertinent document to the Employer two days in advance, union shop stewards and those employees assigned by the Union are granted leave with pay to attend congress, conference, seminar, and meetings of the Managing, Auditing and Disciplinary Boards, the General and Representative Assemblies, cultural and social activities, for every calendar year as prescribed below:

Training leaves may be used in half-day increments; training leave up to four hours will be charged as a half day and over four hours will be charged as a full day.

These leaves are not separate for each member but are for all. Use of training leave by over 5% of the workforce at one time is subject to the approval of the Employer. However, the 5% ratio is not sought for the General Assembly, unless precluded by a mission emergency as determined by the Employer.

d. The Union or the Branch will notify, in writing and two workdays in advance, for chief shop steward, shop steward, amateur branch official and training leaves mentioned in subparagraphs a, b and c above. However, daily activities of the chief shop steward, shop stewards or amateur branch officials that they have to perform without neglecting their essential duties are exclusive of this requirement.

A. Provisions of law are applied regarding guarantees of union members.

B. Wages of employees at the worksites covered by this Collective Labor Agreement cannot be decreased.

C. Except as otherwise provided in this Collective Labor Agreement, employees hired in accordance with job classifications specified in Appendix 2 are employed at their branch of occupation. The Employer cannot transfer an employee without his written consent to a job, which is outside his job classification or the line of occupation that he is hired for or presently occupies, or from a worksite at one province to a worksite at another province. However, employee consent is not required for transfer to similar jobs and to a worksite that is located within the same base, locality or provincial boundaries.

D. a. Employee consent is not required at temporary reassignments within an employee’s line of occupation due to emergencies, seasonal work, periods during which a large number of employees are on paid annual leaves, sick leaves, or in place of employees on temporary duty. In any case, such reassignments cannot exceed 60 days per year for an employee. The Employer or his authorized representative and the Union Branch Chairman or his authorized representative discuss the reassignment.

b. If temporary reassignment and onthejob training are effected for the purpose of promoting an employee to a higher paid position, and if the employee continues to perform duties of the position to which he is temporarily reassigned for either 60 or 90-day probation period of his job classification or more, he will be entitled to the pay for that position at the end of these periods. Employee consent is not required for such promotional reassignments. The Employer or his authorized representative and the Union Branch Chairman or his authorized representative discuss the reassignment.

E. Transfers, assignments, and reassignments in this article are notified in writing to the employee.

F. Provisions of law, regulation and agreements are applied when hiring new employees.

ARTICLE 8 - EMPLOYEES ASSIGNED TO UNION BODIES

A. Employment agreement of those employees who are elected as primary members of the Managing and Auditing Boards of the Union and the Branch cannot be terminated pursuant to Article 17 of Labor Law #4857 for their term in the office, except for cases of transfer or closure of worksites.

B. The Union and the Branch are obliged to notify the Employer, in writing and five workdays at the latest, the name of those assigned to union bodies or any changes made thereto. Any provisions regarding primary members who are elected to these bodies through the General Assembly will become effective on the date they are elected. In the event a primary member ceases to hold office pursuant to union bylaws, any provisions regarding the alternate member will become effective after five workdays following the notification of such a change to the Employer.

ARTICLE 9 - CONTACT WITH EMPLOYEES

A. The Chairman and members of the Managing Boards of the Union and the Branch can meet with employees, collectively and at worksites by giving advance notice to the Employer or his representative and at a place, date and time to be determined by the Employer or his representative, and individually at the worksite without disrupting the work and with the permission of section supervisor.

B. The Chairman and members of the Managing Board of the Union Branch can meet with those employees -- who are required to spend meal breaks (break periods) at their work sections -- by advance notification to section supervisor if the number of employees at that work section is less than 20, and with the permission of section supervisor if the number of employees is more than 20. Such meetings will not adversely affect the activities and the work in that work section.

C. The subject matter of such meetings, any written release by the Employer or the Union cannot be of an accusatory or derogatory nature. Parties’ officials will not permit such an atmosphere or defamatory statements.

ARTICLE 10 - BULLETIN BOARDS

The Employer will permit the Union to keep one bulletin board at the worksite to announce its meetings and administrative affairs. The Union may post its own bulletin board, 50 x 60 cm in size, at a place to be designated by the Employer at the entrance of each worksite operating in an independent building. However, notices to be posted on such bulletin boards will not be slanderous or of a derogatory nature against any person.

ARTICLE 11 - DEDUCTION OF UNION DUES

A. The Employer will deduct monthly union dues from employees’ wages pursuant to provisions of Law #2821 and #2822 and deposit the same to a bank account to be provided by the Union in five workdays following the payday. The Employer cannot claim any expense for this service from the Union and furnishes the Union a list showing the deductions withheld pursuant to this article. In the event such requests for deduction of the aforesaid dues are received by the Employer on or after the 25th day of each month, dues will be deducted from employees’ wages starting from the first day of the following month.

B. In the event an employee gives written consent, the Employer will deduct dues from his wages for the Cooperatives, solidarity trusts and the sports club established for union member employees pursuant to Law #2821 based on a single deductions list to be provided by the Union or local Union Branch on behalf of these cooperatives, solidarity trusts and the sports club. These deductions will be deposited to the bank account of the legal entity on behalf of which deductions are withheld, to be notified by the Union or local Union Branch, no later than the fifth day of the month after the month for which deductions are withheld. To enable withholding these deductions in a timely manner, the deduction list must be provided to the Finance Office of the Employer no later than the 20th day of each month.

Further, in the event an employee takes annual leave and the aforesaid deductions list is provided to the Employer at least one week prior to the beginning of annual leave, the aforesaid deductions will be withheld from his advance annual leave pay.

In the event of termination of employment agreement, all deductions herein will be withheld from outstanding wage payment due the employee.

C. The Employer cannot be held responsible in any way for any erroneous deduction mentioned in Paragraph B of this Article. The Union, on its behalf and on behalf of its members from whose wages deductions are withheld, releases the Employer for any or all liabilities that may arise there from.

SECTION THREE

CONCLUSION OF EMPLOYMENT AGREEMENT

Unless otherwise stated in this Collective Labor Agreement, employment agreements cannot conflict with this Collective Labor Agreement. Provisions of this Collective Labor Agreement replace provisions of employment agreements that conflict with this Collective Labor Agreement. Provisions of this Collective Labor Agreement are implemented in situations not regulated in the employment agreement. If this Collective Labor Agreement contains provisions contrary to employment agreements, provisions of the employment agreement favoring the employee become valid. Provisions (which are related to the employment agreement) of this Collective Labor Agreement, which ceases to exist for any reason whatsoever, will remain provisions of the employment agreement until a new Collective Labor Agreement becomes effective. (Article 6 of Law #2822)

ARTICLE 13 - CASUAL AND PERMANENT STATUS

A. Temporary employees will not be employed in any way in permanent positions at the worksites covered by this Collective Labor Agreement. Casual jobs are those that last for a period of 30 days or less. However, in cases of prolonged sick leaves, maternity leaves, leave without pay, short term military service and the like, the Employer may conclude temporary employment agreement with others to replace such employees. The Employer will inform the Union in writing and in advance of such actions.

B. At the worksites covered by this Collective Labor Agreement, employees (whose employment agreements are terminated pursuant to Article 17 of Labor Law #4857 by the Employer or the contractor due to the Employer's awarding certain works to the subcontractor) are paid a further compensation in a total amount of one-year's wages with the proviso that their other legal rights are reserved.

ARTICLE 14 - PROBATIONARY PERIODS

A. Probationary periods are:

a. 60 days for TNM, TLM and TFM category employees,

b. 90 days for TN category employees.

B. Employees who separated from the worksite for resignation or any reason will not be subject to probationary period when rehired under a permanent status within the same job classification and the same worksite within the next six months provided they had completed a probationary period.

SECTION FOUR

CONTENTS OF EMPLOYMENT AGREEMENT AND WORKING CONDITIONS

ARTICLE 15 - DAILY AND WEEKLY WORK PERIODS; BREAK PERIODS AND NIGHT WORK

A. Scheduled normal daily and weekly tour of duty:

a. The normal workweek consists of 45 hours completed over six days.

b. Even though the workweek specified in Paragraph A.a above consists of 45 hours completed over six days, employees will actually work eight hours for five days and be considered as worked for the remaining five hours of the tour which they are required to work on the sixth day of the week, and their wages will be paid accordingly. Provisions of Article 16 regarding the first five hours normal work on the sixth day of the week are reserved.

c. If all other requirements of Labor Law #4857 are met, employees working this schedule will be entitled to 7½-hour's wages for the weekly day of rest.

B. Break Periods. Employees will be allowed not less than one hour unpaid rest period (lunch break) in the middle of the workday. The rest period may be given in rotation if the nature of work so requires. In rotational breaks, employees' rest period cannot be scheduled for more than one hour earlier or later than the regular rest period. Employees will be completely free during the lunch and rest period. It is however agreed that some employees must spend their rest periods at the place of duty, if deemed necessary and requested by the Employer. If deems appropriate the Employer may change this practice at a section or all of the worksite. Accordingly,

a. Employees who are requested to spend all of the scheduled daily tour of duty and the rest period at the place of duty or at the disposal of the Employer will be paid 1-hour's wages by adding an amount of 180%. For an employee whose hourly rate of pay is 10 TL/hour: 8 x 10 + 18 = 98 TL

b. Employees who stay at the worksite for eight hours and are requested by the Employer to spend their rest periods at the place of duty due to the nature of work, the worksite or shift work, including cases of administrative leave up to two hours taken prior to or after the mid-work rest period, will be paid eight hours wages for that day together with an additional one hour’s pay to compensate for the rest period. For an employee whose hourly rate of pay is 10 TL/hour: 8 x 10 + 10 = 90 TL

C. Night Work

a. Night work is any regular normal work performed between 2000 and 0600 hours.

b. An employee is paid 20% above his normal rate for each hour of the regular normal work performed during the night period.

c. Night work cannot exceed 7½ hours.

d. Fractional periods of less than ½ hour is considered ½ hour in computing night premium; periods longer than ½ but less than one hour is considered one hour.

D. Shifts

a. In shift works, the Employer may schedule one or more shifts in a 24-hour period.

b. By increasing or decreasing the number of shifts, mid-shift rest periods, shift hours and number of employees on shift work, the Employer will spend effort to establish a shift system in conformance with the above principles, provided not to fall short of the prevalent periods in Labor Law #4857.

c. In shift changes, employees cannot be employed on second shift before two shift periods elapse. Shifts are alternated once a week. However, this period can be extended to 15 days subject to the approval of the Ministry of Labor and Social Security.

E. Employees - who are required to work permanently or temporarily for at least two work weeks at cold storage warehouses and spend most of their daily tour of duty therein as required by work - will be paid a premium of 15% of their normal hourly rate of pay only for the time spent in these cold storage warehouses, provided this does not constitute an acquired right, not to be included in their normal rate or other entitlement and shown under a separate column on the payroll. Employees will not be entitled to this premium when on sick leave, administrative leave, annual leave, military leave and leave without pay.

ARTICLE 16 - OVERTIME; WORK ON WEEKLY DAY OF REST, HOLIDAY AND 6. DAY OF WEEK

A. Overtime

a. All kinds of work performed upon written notification by the Employer in excess of daily and weekly normal work periods are overtime. If a need arises for overtime and when operationally possible, employees will be so informed on the bulletin boards 24 hours ahead of schedule. The Employer is not required to abide by this condition in emergency cases. Pursuant to this provision, employees are considered to have given advance consent to work overtime at worksites operating 24 hours a day for seven days a week and in emergency cases regardless the type of operations. However, important excuse of an employee will be taken into consideration by the Employer.

b. Overtime will be paid by increasing normal hourly rate of pay by 100%.

B. Work on 6th and 7th Day of the Week

a. Employees who are called to work on the sixth day of the week will only receive 100% of their normal hourly rate of pay for each hour of work within the regular tour of duty on the sixth day of the week, inasmuch as the wages for regular hours on the sixth day of the week are already paid pursuant to Article 15. For each hour of work over regular hours on the sixth day of the week, payment will be made by increasing normal hourly rate of pay by 80%. Example: For an employee whose hourly rate of pay is 10 TL, 10 TL/hour will be paid for work within regular hours and 18 TL/hour for work over regular hours on the sixth day of the week. However, such work cannot be less than 4 (four) uninterrupted hours.

b. If overtime in excess of regular weekly work period is performed on the seventh day of the week on which an employee is not required to work, and if he is not given a day of rest for that week, normal hourly rate of pay of the employee - who is entitled to the wage for the weekly day of rest - will be paid with 120% increase for each hour that he performs overtime on the weekly day of rest (3.2 times the normal hourly rate of pay including the weekend wage.)

Example: For an employee whose hourly rate of pay is 10 TL,

(For the work performed in excess of 7½ hours on the weekly day of rest, payment will be made as shown in above example.)

C. Work on National and General Holidays

a. Wages of an employee - who is directed to work on national and general holidays - for each hour of work within regular daily tour of duty will be the normal holiday rate plus an additional amount of the normal rate increased by 60%. However, such work cannot be less than 4 (four) uninterrupted hours.

Example: For an employee whose hourly rate of pay is 10 TL,

b. An employee - who is directed to work overtime on general and national holidays in excess of regular tour of duty - will be paid the normal holiday wages plus 160% of his normal rate for each hour that he works overtime in excess of the regular daily tour of duty.

Example: For an employee whose hourly rate of pay is 10 TL,

D. CallBack after Duty Hours. In the event an employee is called back for an emergency service either after he left the worksite at the end of work on a regular workday, weekly day of rest, or a national and general holiday, or upon completion of overtime at the worksite, or who is not scheduled to work on his weekly day of rest or a national and general holiday, he will further be paid for only four hours over and above the call-back work hours to be computed at the rate applicable to that day of work. In cases where the Employer does not provide transportation for such call-backs, the Employer will pay the employee the cost incurred by using the mode of transportation (i.e. taxi, privately owned vehicle, public transportation) approved by the Employer, subject to submittal of a receipt.

E. Periods of less than ½ hour are considered ½ hour and periods in excess of ½ hour are considered one hour in the computation of overtime pay.

F. Overtime is compensated for actual work performed while on temporary duty under the same criteria established above. Overtime is not paid for the time spent in transit to or from temporary duty station. However, the time spent by each and every driver (who is sent to temporary duty) on the road in excess of their regular weekly tour of duty will be computed and paid as overtime.

G. Overtime performed between 2000 and 2400 hours is not subject to night premium and will be compensated at a rate of 100%. However, in the event overtime is performed between 2400 and 0600 hours, each hour of such overtime will be compensated at a rate of 120%. The latter will not be applied for overtime performed solely as a result of shift changes.

ARTICLE 17 - TEMPORARY DUTY AND PER DIEM

A. Employees may be assigned to temporary duty in connection with their regular jobs within or outside Turkey. Except for emergencies, the Employer will inform an employee reasonably ahead of the commencement of temporary duty.

B. Advance payments will be made to employees for temporary duty travels requiring overnight stay.

a. For each full day (0001–2400 hrs) of duty travel, an employee will be paid 100% of the applicable per diem rate.

b. On the day of departure of a multiple day duty travel, an employee will be paid 75% of the per diem rate applicable for the day of departure, regardless of the time he departs. On the day of return of a multiple day duty travel, the employee will be paid 70% of the per diem rate applicable for the day of return, regardless of the time he returns.

c. In the event the departure and the return are on the same day and if both are within regular daily tour of duty, per diem is not paid. In the event the departure and the return from temporary duty travel are on the same day, if either the departure or the return or both are outside regular duty hours, an employee will receive 52.5% of the applicable per diem rate, provided that the duty travel time is at least six hours.

E. If an employee is furnished by the Employer lodging at no cost at the place where he is on temporary duty, he will be paid 52.5% of the applicable duty per diem for the day of departure, 70% for each full day of temporary duty travel and 52.5% for the day of return.

F. The computation of per diem for temporary duty travels outside Turkey will be the same as for American civilian employees of the US Government.

a. To promote team integrity, when employees travel in-country to locations for joint duty with American personnel, the Employer will authorize exceptional “team TDY” rules in accordance with applicable employer policy for employees on in-country temporary duty assignments.

G. The Employer will provide the following support to employees who change residence from one province to another within Turkey due to a change in duty station (permanent change of station) requested by the Employer. Household goods of the employee will be moved to the new duty station by the Employer; or the employee will be reimbursed by the Employer for the most economical cost of moving. However, the limit for this kind of transportation or reimbursement is 1,500 kilograms (net) for a married employee and 750 kilograms (net) for a single employee. Transportation of the employee and his dependents to the new duty station will be reimbursed at the rate determined by the Employer to be the most economical cost of travel.

H. Employees who are on authorized travel orders to perform temporary duty will obtain transportation request from the appropriate office of the Employer. If the transportation request is not issued, the employee will be reimbursed for the cost of commercial transportation utilized.

I. Two drivers will be assigned to trailers utilized for trips between locations listed below. Two drivers will also be assigned to trucks going to these locations, as deemed necessary by the Employer. (In the event two drivers are assigned, both drivers will be considered to have started to work at the same hour and to have worked the same number of hours):

a. Adana to Ankara and Izmir

b. Izmir to Adana

On these trips drivers will operate the vehicle in accordance with the program and hours to be determined by the Employer.

ARTICLE 18 - NATIONAL AND GENERAL HOLIDAYS, AND PAYMENT FOR THESE DAYS

A. National holidays, general and religious holidays

B. Wages of employees will be paid in full for national and general holidays without working.

C. When the last day of national and general holidays falls on a Friday, the following Saturday will also be considered a holiday.

D. In the event employees are required to work on national and general holidays, they will be so informed thereof 24 hours in advance when operationally possible. In such a situation, excuse of an employee will be evaluated. However, final decision will be rendered by the Employer.

E. In the event national and general holidays fall on an employee's weekly day of rest, wages for only one of these will be paid.

F. In the event an employee is on an unauthorized nonpay status and the holiday falls on the day immediately preceding and/or immediately following such period of the unauthorized nonpay status, he will not be paid for the holiday.

SECTION FIVE

WAGES, WAGE INCREASES AND SOCIAL BENEFITS

ARTICLE 19 - WAGE PAYMENT DATE

A. Wages of employees will be paid once a month. Payments will be deposited to bank accounts to be opened by the Employer on employees' behalf.

B. Paydays will be the same as prior to the signing of this Collective Labor Agreement. However, payments will be made no later than 1800 hours on the fifth calendar day of the following month. If the fifth calendar day falls on Friday, wages will be deposited to employees’ accounts no later than noon that day. Nevertheless, in the event the payday coincides with the Ramadan and Sacrifice Festival, the payday will be the last workday before the Eve of the aforesaid holidays.

C. A pay deduction slip will also be given to each employee.

D. Payment of legal and contractual rights of separating employees will be effected to the best extent possible on the day following the separation, if the date of separation is known by or communicated to the Employer at least 10 days in advance. Otherwise, payment will be made as soon as possible but no later than 10 days following the separation.

ARTICLE 20 - WAGES, WAGE SCALES AND WAGE INCREASES

A. Daily Wage. Employees' daily wages will be computed pursuant to the formula below:

Hourly rate of pay X 7½ hours = Daily wage

B. Wage Scales

a. The wage scales, which will be implemented at the worksites of the Employer, will be valid for each grade. The wage scales is arranged to reflect

1. the "Entry Level Rate,"

2. the amount of "Seniority” increase, and is in Appendix 1 as an inseparable part of this Agreement.

b. The entry-level rate is the hourly rate of pay to be paid to newly hired employees for the probationary period. (Appendix 1)

c. The "Seniority” increase amount is the pay raise to be granted upon successful completion of the probationary period and at the end of waiting periods shown below.

d. Waiting Periods. The first "Seniority” increase will be granted upon completion of the probationary period. The second "Seniority” increase will be effected at the end of sixth month following the effective date of the first increase. The third through the sixth "Seniority” increase will be affected at the end of 15th month following the effective date of the second through the fifth increase. The seventh and any subsequent "Seniority” increase will be affected at the end of 21st month following the effective date of the previous increase.

e. The amount of “Seniority” increase and employee promotions will be notified to employees and shown on wage slips.

f. In the event an employee is promoted from one grade to another, the “entry level rate” for the grade he holds will be subtracted from his current rate and the difference will be his personal “Seniority” increment. The new rate after promotion will be determined by adding his personal seniority increment to the “entry level rate” for the grade he is promoted.

g. A list of classifications reflecting job titles for entry level rates and promotional grades is incorporated in this Collective Labor Agreement as Appendix 2. Establishment of new classification groups or new job titles and assigning pay grades to these titles is within the authority of the Employer. However, suggestions of the Union regarding these will be considered.

C. Wage Increases

a. Effective 1 April 2012, employees’ hourly rates of pay in effect on 31 March 2012 will be raised by 1.55% (one point fifty five percent) provided that the raise is not less than 0.32 TL/hour.

b. Effective 1 April 2012, the wage scales in effect on 31 March 2012 will be raised by 1.55% (one point fifty five percent).

c. Effective 1 July 2012, the wage scales in effect on 30 June 2012 will be raised by 0.4% (zero point four percent).

d. Effective 1 October 2012, employees’ hourly rates of pay and the wage scales in effect on 30 September 2012 will be raised by the percentage increase in Turkey-wide General (Urban) Consumer Price Index of the Statistics Agency of Turkey (2003=100) for the 3-month period between 1 July 2012 and 30 September 2012.

e. Effective 1 January 2013, employees’ hourly rates of pay and the wage scales in effect on 31 December 2012 will be raised by the percentage increase in Turkey-wide General (Urban) Consumer Price Index of the Statistics Agency of Turkey (2003=100) for the 3-month period between 1 October 2012 and 31 December 2012.

f. Employees' hourly rates of pay and the wage scales will be raised by the percentage increase in Turkey-wide General (Urban) Consumer Price Index (2003=100) of the Statistics Agency of Turkey for each of the below listed 6-month periods:

The effective date of each pay raise will be the first day of the month following the 6-month period, e.g., 1 July 2013 for the 1 January – 30 June 2013 period. Accordingly, two semiannual increases will be granted for the duration of this Collective Labor Agreement. The effective date of the last increase will be 1 January 2014. The percentage of a semiannual wage increase will be computed by comparing the endof6-month index of each individual 6-month period listed above to the end-of-6-month index of the preceding 6-month period, disregarding one thousandth and smaller fractions of a percent as shown in the following example:

Index of end of Dec 2013 162.00 ---------------- = ----- = 4.8476% = 4.84% Index of end of Jun 2013 154.51

g. During the period of this Collective Labor Agreement, four lump-sum quality of life payments will be paid on the following dates and on the condition that these will not be reflected on employees’ hourly rates of pay and the wage scales. These lump-sum quality of life payments, each equivalent to the gross TL amount of $ 400, will be granted on

1 June 2012 1 December 2012 1 June 2013 1 December 2013 based on the currency-buying rate of the Turkish Central Bank in effect on the aforesaid dates, to employees who are on permanent employment status for indefinite period and have completed probation on the aforesaid dates.

h. However, specific to this Collective Labor Agreement only, the total amount of four quality of life payments ($1,600) will be paid all-in-one-go no later than 5 October 2012 (i.e., as part of September 2012 payroll), based on the currency buying rate of the Turkish Central Bank in effect on the actual payment date.

ARTICLE 21 - ANNUAL BONUS

A. a. The Employer grants bonus in the amount of 120-day's wages per year to the employees working at the worksites. The amount of bonus of 90-day's wages will be paid together with wages for the months of April, August, and December; each bonus equaling to 30-day's wages. However, the bonus for December will be paid at least one week before the New Year's Day. The remaining amount of bonus of 30-day's wages will be paid at least one week before Ramadan and Sacrifice Festivals, each bonus equaling to 15-day's wages.

b. The April bonus will be computed and paid at hourly rates of pay in effect on 30 April, the August bonus at hourly rates of pay in effect on 31 August, and the December bonus at hourly rates of pay in effect on 31 December. Two bonuses of 15-day's wages each to be paid before Ramadan and Sacrifice Festivals will be paid at hourly rates pay in effect on the first day of these festivals.

B. For entitlement to full amount of each bonus mentioned above, an employee must have worked at the worksites of the Employer for the four month period prior to the established bonus payment date. Annual bonus entitlement will be ¼ of the bonus for each month worked between bonus payment dates. Bonus of those who have worked less than one month will be paid by proration.

C. Sick leaves, on-the-job accidents, annual paid leave, maternity or nursing leaves and administrative leave with pay will be considered as periods worked in the computation of bonus. The amount of bonus paid to terminated employees will also include the notice period regardless whether or not they have worked during the notice period. No bonus will be paid to those terminated under Article 25/II of Labor Law #4857.

D. In the event of fractional bonus payments to be effected either before or after normal bonus payment dates through the year, the hourly rate of pay for computation of bonus is an employee's normal hourly rate of pay in effect on the first day of the month in which the payment will be made. The amount of bonus is computed and paid pursuant to the principles set forth above.

ARTICLE 22 - ATTENDANCE INCENTIVE PREMIUM

The Employer will pay an attendance incentive premium of 2-day's wages a month if employees working at the worksites work one full month. National and general holidays, weekly days of rest, paid leaves granted by the Employer pursuant to this Collective Labor Agreement, periods of leave due to onthejob accidents and the time spent in periodic checks required by the Regulation on Labor Health and Safety will be considered as days worked in the computation of premium.

ARTICLE 23 - CHILD AND EDUCATION ALLOWANCE

A. For the first year of this Collective Labor Agreement, gross 21.80 (twentyone and eighty) TL per month to include education allowance will be paid for each child of an employee. In the event both husband and wife are employed at the worksites of the Employer, only the husband will be paid this allowance. Female employees whose husbands are not employed at the worksites of the Employer will also benefit from this allowance. For the second year of this Collective Labor Agreement, the aforesaid gross child and education allowance per child per month will be raised by the annual percentage increase to materialize in Turkey-wide General (Urban) Consumer Price Index (2003=100) of the Statistics Agency of Turkey between 1 April 2012 and 31 March 2013.

B. For entitlement to this allowance, a male child must not be over 18 years old, or 25 if he is a student. A female child must not be over 25 for entitlement to the same. A married child or who is subject to income tax cannot benefit from this allowance. However, in the event an employee furnishes a report of physical or mental disability of his child determined by the Health Boards of the Social Security Agency, excluding cases of marriage or taxpayer status of the child, payment of child allowance specified in Paragraph A above will be continued regardless of restrictions in this subparagraph.

C. Child allowance will begin on the first day of the month in which an employee applies to Human Resources/Personnel Office, in writing, with documents verifying that he has a child meeting the requirements specified in above paragraphs. Any change in child allowance will start from the first day of the next month after an employee advises Human Resources/Personnel Office, in writing, with verifying documents.

D. It is an employee responsibility to notify Human Resources/Personnel Office when he becomes or ceases to be eligible for child allowance. In the event he fails to notify Human Resources/Personnel Office within 30 days of the change, any erroneous child allowance payments that have been made will be deducted from his wages.

ARTICLE 24 - SOCIAL RIGHTS

A. Effective as from the effective date of this Collective Labor Agreement, all employees will be paid a social benefit of 275 (two hundred and seventy five) TL gross per month, representing meal, heating, clothing and family allowances and annual leave bonus. However, the aforesaid social benefit will be paid as 190 (one hundred ninety) TL gross per month to those employees who are regularly provided meals by the Employer as in food services.

B. Effective 1 April 2013, gross social benefit amounts specified in Paragraph A above, respectively, will be raised by the annual percentage increase to materialize in Turkey-wide General (Urban) Consumer Price Index (2003=100) of the Statistics Agency of Turkey between 1 April 2012 and 31 March 2013.

C. A holiday subsidy of gross 370 TL for each religious holiday for the first year, and an amount to be increased based on annual inflation pursuant to the system explained in Paragraph B for the second year of this Collective Labor Agreement, respectively, will be paid within one week prior to Ramadan and Sacrifice Festivals. The first holiday subsidy payment will begin with the Ramadan Festival in August 2012.

D. For employees hired or terminated and in cases of leave without pay and unauthorized leave within the month, social benefits will be paid by proration for that month.

ARTICLE 25 - WORK CLOTHING AND PROTECTIVE MATERIALS

A. The Employer will give employees work clothes to be used at the worksite, or clothing purchase coupons, as enumerated below. One employee representative designated by the Union will meet with the Employer during the process of selecting a clothing supplier, for the purpose of assisting in determination of the quality of clothing. However, the final decision on the supplier, the quality of clothing and all other related issues rests with the Employer.

a. All types of office employees: Effective 1 October 2012, purchase coupons for work clothing for use at a retail store to be determined by the Employer will be issued every six months. Each purchase coupon for work clothing will be in TL amount equal to $ 50, based on the currency-buying rate of the Turkish Central Bank in effect on the date of issue. However, as the summer issue of purchase coupons has already been distributed in May 2012, next purchase coupons will be issued to employees in October 2012.

b. Work clothes of employees who are employed at Fire Department and food service worksites will be of the same type presently issued by the Employer.

1. Special uniforms to be provided to assistant fire chiefs at Fire Department will be issued to the new hires as follows: Two pair of blue trousers, two shirts, one uniform cap, and one outer coat or jacket with liner. Type of trousers and shirts issued will conform to the season at the time of hire of a new employee.