Allied Signal, Inc.

National Labor Relations Board - Board Decisions

Apr 12, 2000

330 N.L.R.B. 1216 (N.L.R.B. 2000)

DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 1216
AlliedSignal Aerospace, a Division of Allied Signal,
Inc. and International Union, United Automo-
bile, Aerospace & Agricultural Implement
Workers of America, UAW, Local 376 and In-
ternational Union, United Automobile, Aero-
space & Agricultural Implement Workers of
America, UAW, Local 1010. Cases 34–CA–7898–
2 and 34–CA–7905
April 12, 2000
DECISION AND ORDER
BY MEMBERS FOX, LIEBMAN, AND HURTGEN
On November 30, 1998, Administrative Law Judge
Wallace H. Nations issued the attached decision. The
Respondent filed exceptions and a supporting brief, the
General Counsel and the Charging Parties filed briefs
answering the Respondent’s exceptions, and the Respon-
dent filed a brief in reply to their answering briefs. In
addition, the Council on Labor Law Equality filed a brief
as amicus curiae in support of the Respondent’s excep-
tions.
The National Labor Relations Board has delegated its
authority in this proceeding to a three-member panel.
The Board has considered the decision and the record
in light of the exceptions and briefs and has decided to
affirm the judge’s rulings, findings,1 and conclusions and
to adopt the recommended Order.
Our dissenting colleague misperceives the essential is-
sue in this case. The issue is whether the Respondent
was obligated under Section 8(d) of the National Labor
Relations Act to maintain existing conditions concerning
severance benefits after the expiration of the Effects Bar-
gaining Agreement, not whether the Respondent had an
enforceable contractual obligation. As the judge thor-
oughly explained, the Respondent did have such a main-
tenance-of-status-quo obligation under Section 8(d).
This reflects black-letter labor law which has been estab-
lished in Board and court precedent for decades. See, for
example, Litton Business Systems, Inc. v. NLRB, 501
U.S. 190, 198 (1991), citing Laborers Health & Welfare
Trust Fund v. Advanced Lightweight Concrete Co., 484
U.S. 539, 544 fn. 6 (1988); St. Agnes Medical Center v.
NLRB, 871 F.2d 137, 145 (D.C. Cir. 1989). The “con-
tract coverage” theory on which our colleague relies is
thus entirely inapposite.

1 The Respondent has excepted to some of the judge’s credibility
findings. The Board’s established policy is not to overrule an adminis-
trative law judge’s credibility resolutions unless the clear preponder-
ance of all the relevant evidence convinces us that they are incorrect.
Standard Dry Wall Products, 91 NLRB 544 (1950), enfd. 188 F.2d 362
(3d Cir. 1951). We have carefully examined the record and find no
basis for reversing the findings.
In adopting the judge’s finding that the severance benefits were a
term and condition of employment, we also note that severance benefits
were not, as the Respondent contends, a “one-time,” stand-alone bene-
fit, for art. XXIII of the parties’ 1994–1997 collective-bargaining
agreement explicitly incorporates the Effects Bargaining Agreement as
a supplement to the collective-bargaining agreement.
Whatever the scope of the Respondent’s obligation as
a matter of contract, there is no basis for finding that the
Union waived its right to continuance of the status quo as
to terms and conditions of employment after contract
expiration. Indeed, there is absolutely no evidence that
the Respondent and the Union, as negotiating parties in
1994, even considered the question of the Respondent’s
statutory obligation to maintain existing severance bene-
fits after the expiration of the agreement in 1997. As the
judge correctly explained, the “Duration Clause” on
which our colleague relies simply makes clear that the
agreement as a whole may not be automatically renewed
or extended unless the parties agree to that in writing. It
does not mean that all terms and conditions of employ-
ment previously set by the contract became subject to
unilateral action by the Respondent upon contract expira-
tion. Similarly, the last sentence of the clause referring
to “bonuses or other benefits” simply specifies the con-
tractually enforceable rights to payments of benefits ac-
cruing during the term of the contract. It does not give
the Respondent the right to terminate unilaterally the
contractually established practice of paying them.
On the basis of the record and the above-stated legal
principles, we adopt the judge’s conclusion that the Re-
spondent unlawfully refused to bargain in good faith
when it unilaterally extinguished severance benefits as
soon as the contract expired.
ORDER
The National Labor Relations Board adopts the rec-
ommended Order of the administrative law judge and
orders that the Respondent, AlliedSignal Aerospace, a
Division of Allied Signal, Inc., Morristown, New Jersey,
its officers, agents, successors, and assigns, shall take the
action set forth in the Order.

MEMBER HURTGEN, dissenting.
My colleagues conclude that the Respondent violated
Section 8(a)(5) by failing to pay severance benefits after
the expiration date of the Effects Bargaining Agreement
(EBA). I disagree. In my view, the EBA covered the
issue of the duration of severance benefits. The EBA,
reasonably construed, provided that entitlement to such
benefits would end upon the expiration of the EBA.
Consistent with the principles of collective bargaining, I
would give effect to this mutual intention of the parties.
Thus, the Respondent was under no obligation to pay
severance benefits accruing after the expiration of the
EBA.
In brief, the facts are as follows: The Respondent and
the Unions entered into an Effects Bargaining Agreement
in 1994. It contained an expiration date of June 6, 1997.
The EBA was incorporated into a collective-bargaining
agreement which contained the same expiration date.
The Respondent paid severance benefits to employees
330 NLRB No. 176
ALLIED SIGNAL, INC. 1217
who were laid off during the life of the 3-year contract.
On May 29, 1997, the Respondent announced that sever-
ance benefits would not be paid for layoffs occurring
after the expiration date of June 6. A plant closure oc-
curred after that date, and employees were laid off. The
Respondent did not pay severance benefits to these em-
ployees.
As discussed above, the EBA contained a clause that
covered the issue of the duration of the EBA. Indeed, the
clause was called the “Duration Clause.” That clause
provided as follows:

This Effects Bargaining Agreement shall be ef-
fective as of May 30, 1994, and shall remain in ef-
fect until midnight on June 6, 1997, but not thereaf-
ter unless renewed or extended in writing by the par-
ties. It is understood that expiration of this Agree-
ment shall not foreclose the post-expiration payment
to employees of bonuses or other benefits which ac-
crued to them because of layoff during the term of
this agreement, or the post-expiration presentation in
a timely fashion of claims regarding matters arising
out of the application of its terms prior to the expira-
tion date.

As I have explained elsewhere, I agree with the D.C.
Circuit that a “contract coverage” analysis is appropriate
where, as here, the contract covers the issue involved.1
Where the parties have bargained about a subject, and
have reached an accord, I believe that the Board should
give effect to that accord. That approach is consistent
with the goals of collective bargaining. The goal of such
bargaining is to reach an agreement and to honor the
terms of that agreement.
In the instant case, the EBA provided that it would end
on June 6, 1997, unless renewed or extended in writing
by the parties. There was no such renewal or extension.
Therefore, the EBA expired on June 6, 1997.2
The last sentence of the Duration Clause adds further
support to my view. The sentence has two parts. The
first part was intended to deal with a situation where the
layoff occurs during the term of the EBA, but the em-
ployee’s 12-month waiting period (for severance bene-
fits) has not been completed by the time of the expiration
of the EBA. In those circumstances, the employee could
collect severance benefits upon completion of the 12-
month period. Thus, the provision deals with a layoff
that occurs during the life of the EBA.
Similarly, the second part of the sentence also deals
with layoffs occurring during the life of the EBA. Under
this provision, the fact that the EBA has expired does not

1 See my dissent in Dorsey Trailers, Inc., 327 NLRB 835 (1999).
2 By contrast, the collective-bargaining agreement provided that it
would automatically renew itself on June 6, 1997, unless there was
notice given 60 days prior thereto. Thus, the parties knew the differ-
ence in duration provisions, and chose to have the EBA expire on June
6, 1997, absent agreement to renew or extend.
preclude the presentation of a union claim concerning a
layoff occurring during the life of the EBA.
The administrative law judge does not quarrel with this
contractual analysis. Rather, he refused to apply a con-
tractual analysis. Instead, he applied a “waiver” analysis
and reached a different result. That is, he concluded that
the Unions did not clearly and unmistakably waive their
statutory right to continue, postcontract, the employment
condition of severance benefits. As I have explained
elsewhere, this case (and others like it) are not about
“waiver” of a right to bargain. Where the contract covers
the issue, the parties have bargained about the issue.
The Board’s task is to ascertain the contractual intent of
the parties and to give effect to it.
Contrary to the suggestion of my colleagues, I under-
stand the “black-letter labor law” principle that most
terms and conditions of employment continue as a matter
of statutory law after the expiration of the contract.
However, as discussed above, it is also clear that parties
can mutually agree to the contrary, i.e., they agree that
one or more terms and conditions will end upon the expi-
ration of the contract. It is the Board’s duty to give ef-
fect to such mutual intention. As discussed herein, I
conclude that the parties herein intended that severance
benefits would end upon the expiration of the contract.
My colleagues are of a contrary view. It is this differ-
ence, rather than a misunderstanding of black-letter law,
that separates our positions.
In sum, the EBA here concerned severance benefits for
layoffs occurring during the life of the contract. The
Respondent was privileged to deny severance benefits
with respect to layoffs occurring after the expiration of
the EBA.

Thomas E. Quiqley, Esq., for the General Counsel.
Charles P. O’Conner, Esq. and John Ring, Esq., of Washing-
ton, D.C., for the Respondent.
Thomas Meiklejohn, Esq., of Hartford, Connecticut, for the
Charging Parties.
DECISION
STATEMENT OF THE CASE
WALLACE H. NATIONS, Administrative Law Judge. This case
was tried in Hartford, Connecticut, on October 6 and 7, 1998.
The charge in Case 34–CA–7898–2 was filed by International
Union, United Automobile, Aerospace & Agricultural Imple-
ment Workers of America, UAW, Local 3761 on June 11,
1997,2 and the charge in Case 34–CA–7905 was filed by Inter-
national Union United Automobile, Aerospace & Agricultural
Implement Workers of America, UAW, Local 10103 on June
16, 1997. On May 27, 1998, the Regional Director for Region
34 issued a final order consolidating cases, consolidated com-
plaint and notice of hearing. Respondent filed a timely answer
admitting most of the factual allegations of the complaint, in-
cluding jurisdiction.
1 Hereinafter referred to as Local 376.
2 All dates are in 1994 unless otherwise indicated.
3 Hereinafter referred to as Local 1010.
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 1218
On the entire record, including my observation of the de-
meanor of the witnesses, and after considering the briefs filed
by the General Counsel,4 the Charging Parties, and the Respon-
dent on or about November 13, 1998, I make the following
FINDINGS OF FACT
I. JURISDICTION
The Respondent, a Delaware corporation, has at all times
material to this proceeding, maintained its corporate office and
principal place of business in Morristown, New Jersey, and a
production facility in Stratford, Connecticut, where it manufac-
tured engines and related products. Respondent admits and I
find that it is an employer engaged in commerce within the
meaning of Section 2(2), (6), and (7) of the Act and that the
International Union, United Automobile, Aerospace & Agricul-
tural Implement Workers of America, UAW and the two Local
Unions are labor organizations within the meaning of Section
2(5) of the Act.
II. ALLEGED UNFAIR LABOR PRACTICES
A. Background and Issues for Determination
In late 1993, Respondent began to actively consider purchas-
ing the business of Textron Lycoming Division of Textron, Inc.
(Textron) located in Stratford, Connecticut. The Stratford facil-
ity is commonly known in the defense industry as the Stratford
Army Engine Plant or (SAEP). For many years, the plant’s
primary products were helicopter and tank engines for the
Armed Services. Two units of Textron’s employees were repre-
sented by the involved Unions, Locals 376 and 1010.5 As will
be detailed below, Respondent, through the offices of Textron
officials, participated in 1994 negotiations for new collective-
bargaining agreements to replace the ones expiring on May 30.
Because Local 1010 represented a much larger group of em-
ployees, historically, bargaining with that Local occurred first,
with bargaining over issues unique to Local 376 occurring later.
Contracts with both Locals were reached on July 19, and made
retroactive to May 30. These contracts were adopted by Re-
spondent upon the effective date of its purchase of Textron,
October 28. In a separately negotiated documents (the Effects
Bargaining Agreements), Respondent agreed to provide certain
benefits, including severance pay, to its represented employees.
The complaint alleges that Respondent, in violation of Section
8(a)(1) and (5) of the Act, ceased providing benefits pursuant to
the Effects Bargaining Agreements on June 6, 1997. Respon-
dent admits that it ceased providing such benefits, but contends
that the Effects Bargaining Agreements terminated on June 6,
1997, and that its duties under that Agreement ceased as of that
date. Thus, the issue for determination is whether the Respon-
dent’s obligations under the Effects Bargaining Agreements
terminated on June 6, 1997, or whether such obligations con-
tinued past that date.

4 In addition to a brief, the General Counsel has also filed a four-
page Motion to Correct Transcript, dated November 12, 1998. This
motion is granted.
5 Local 376 represents a unit of Respondent’s office clerical and
technical employees and Local 1010 represents a much larger unit of
Respondent’s production and maintenance and plant clerical employees
at the Stratford facility.
B. The Facts Related to the Creation of the Effects Bargaining
Agreements
1. Events leading to negotiations over the Effects Bargaining
Agreements
Testimony concerning the Effects Bargaining Agreements
was given by Ed Bocik, AlliedSignal’s vice president for Labor
Relations and by David Kelly, Local 1010’s vice president and
then president during all times material to this discussion.6
Bocik testified that in late 1993 and early 1994, Respondent
began considering acquiring Textron, including its facilities in
Stratford, Connecticut; Greer, South Carolina; and Luton, Eng-
land. The Stratford plant is owned by the U.S. Army and Tex-
tron operated in the facility under an agreement with the Army.
It produced tank, helicopter, and a marine engines. In prepara-
tion for the purchase of Textron, Bocik met in Chicago in Janu-
ary 1994 with other members of Respondent’s management and
Textron’s human resources vice president, George Metzger, to
discuss the labor relations aspects of the acquisition. Another
such meeting was held in Seattle, Washington, in February.
Later that year, it would be necessary for Textron to negotiate
new collective-bargaining agreements with the two Locals to
replace the ones expiring on May 30, 1994. In this regard, Re-
spondent and Textron agreed at the Seattle meeting that Tex-
tron would have to negotiate a collective-bargaining agreement
satisfactory to Respondent before Respondent would finalize
the purchase of Textron. This condition was included in a 13-
page memorandum of understanding that the parties executed.
Additionally, at the Seattle meeting, the parties discussed a
number of labor issues including economics, wages, pensions,
healthcare cost management, and severance. They also set up a
meeting in Detroit with officials of the UAW. This meeting was
held on March 10, 1994, and it was attended, inter alia, by Brad
Marshall, a Connecticut representative of the UAW and Caro-
line Forrest, a UAW vice president who was in charge of its
AlliedSignal department. The meeting was requested by the
UAW, which had learned of Respondent’s interest in purchas-
ing Textron. Respondent has a long bargaining relationship
with the UAW at some other of its facilities. At this meeting,
the UAW inquired if Respondent’s intention was to close the
Stratford facility. Bocik informed her that there were no guar-
antees, that the Respondent would have to assess what the fu-
ture could be for the business and whether it could be competi-
tive in the facility. He noted that Respondent would not be
bargaining directly in the upcoming contract negotiations, but
would assume the contracts if they were competitive.
In its labor relations meetings with Textron prior to the start
of bargaining, the matter of severance pay for Stratford em-
ployees who were permanently laid off as a result of the pur-
chase was discussed. Bocik testified that he told Metzger that
AlliedSignal had a policy of not paying severance to employees
laid off because of work relocation. In this regard, he noted a
facility operated by Respondent that involved employees repre-
sented by the UAW. At this facility, employees laid off because
of work relocation were not given severance pay. On the other
hand, Respondent had in the past provided severance pay in
exchange for waiver of any further liability from impacted un-
6 Kelly was an officer in Local 1010 from 1962 until he was perma-
nently laid off from Respondent on July 31, 1998, and retired. He par-
ticipated in all negotiations between Local 1010 and Textron, its prede-
cessors and it successor, AlliedSignal from 1973 to the date of his
layoff.
ALLIED SIGNAL, INC. 1219
ions or employees when it permanently closed a facility. Metz-
ger however, identified severance as one of the key issues in
the upcoming negotiations. Metzger suggested an approach to
severance pay he termed “declining balance severance pay.”
Under this concept, full severance pay would be offered at the
beginning of the contract and then steadily decline on a
monthly basis until nothing was offered at the end of the con-
tract term. Bocik agreed that Metzger should come up with
language defining this concept, but insisted that Respondent did
not want to institutionalize severance pay in its contracts, as it
feared having to deal with the issue in its other UAW contracts.
For its part, Textron had not paid severance to employees per-
manently laid off at Stratford during the term of the expiring
collective-bargaining agreements with Locals 1010 and 376.
Bocik testified that if Respondent acquired Textron there
would be some relocation of work as Respondent had an exist-
ing facility in Phoenix, Arizona, where it duplicated some work
performed by Textron at Stratford. Metzger was attempting to
deal with the Unions’ reaction to this foreseeable relocation of
work by means of severance pay. Bocik wanted to have flexi-
bility in relocation of work and would consider severance pay
for employees impacted by the relocation of work. If severance
pay was offered to the involved Locals, Bocik wanted in return
the right to transfer work without restriction, full cooperation of
the Unions and employees in any transfer of operations, a
waiver signed by the Union with respect to any issues arising
out of the transfer of operations, and releases signed by any
employees who received severance pay. At the time of these
talks with Metzger, Respondent produced an internal memo-
randum describing Textron’s labor relations at Stratford. It
described such relations as “hostile.”
2. Negotiations over the Effects Bargaining Agreement
On May 12, 1997, the Respondent issued a press release of-
ficially announcing the proposed acquisition. Local 1010 had
known since 1993 that there might be a developing relationship
between Textron and AlliedSignal with regard to the Stratford
plant. On February 28, 1994, the UAW sent a letter to Local
1010 replying to questions posed to the International Union
about approaches to take if AlliedSignal did purchase Textron.
Kelly testified that he had no knowledge of any request made
by Local 1010 for this information or of the reply. It was ad-
dressed to then-Local 1010 President Joseph Cuici, who subse-
quently passed away. Kelly also testified that Local 1010’s
objectives in light of the potential acquisition was to protect
jobs at Stratford and at the same time seek benefits for employ-
ees who lost their jobs by layoffs or transfer of work.
On May 16, 1994, Bocik first met with representatives of
Locals 376 and 1010.7 He met face to face with them three
times, the other two being June 27 and 28, 1994. They also met
for the formal signing. In the May 16, 1994 meeting, Bocik
explained to the union officials that Respondent had good rela-
tions with the UAW at other facilities and it was Respondent’s
intention to support the Stratford facility. He urged that they
reach a competitive contract and said that Respondent’s as-

7 Local 1010 represented about 1000 of Textron’s employees at this
time. Local 376 represented about 100 employees. Bocik was assisted
in negotiations by Don Shaw, Respondent’s then-vice president of
human resources for New Business Development. Metzger for Textron
was assisted by another Textron negotiator, Frank McNally. Local 1010
was represented by Cuici and Kelly, and Local 376 by its president,
Russell See.
sumption of the contracts upon acquisition depended on them
being competitive. Cuici noted to Bocik his view that the tank
engine business was worsening. Metzger had noted to Bocik
earlier that for 1991 to date there had been large permanent
layoffs at the facility because of declining tank engine busi-
ness.8
Negotiations for the Local 1010 contract were conducted in
Shelton, Connecticut, over an approximately 6-week period.
Local 1010 was primarily represented by Joe Cuici. Metzger
was the primary representative for Textron. Bocik had rooms in
the hotel in which negotiations were conducted and regularly
met with Textron negotiators for updates and discussion of
issues. Before Textron would place a proposal on the table, it
was cleared with Bocik and his team. Union counterproposals
were likewise discussed with Bocik before Textron made a
response. Going into negotiations, Bocik expected to have
transfers of Stratford work to other of AlliedSignal’s facilities
and at the same time foresaw a decline in the tank engine busi-
ness at Stratford. Both of these expectations would lead to tem-
porary and permanent layoffs.
After the formal announcement of the proposed acquisition,
the Unions requested effects or impact bargaining with Textron.
Negotiations over what came to be called the Effects Bargain-
ing Agreement began on May 20 and ended on July 13. On
May 20, the Union gave Textron an “Effects Proposal” which
included severance pay calculated on the basis of 40 hours of
severance for each year of employment, with a graduated pay-
ment scale based on number of years of service. This proposal
was drafted to deal with the purchase of the facility by Allied-
Signal, though it does not mention AlliedSignal by name.
According to Kelly, the severance pay issue was tied to a
Supplementary Unemployment Benefit Plan (SUB plan) that
was in existence in the expiring collective-bargaining agree-
ment. Under this plan, Textron was to contribute 5 cents per
compensated hour to the plan’s fund. The fund then paid up to
$150 a week to employees on layoff status for up to 2 years.
The money in this plan had run out because of the large number
of layoffs in 1991 and 1992. The union team was looking for an
alternative to the SUB plan and thus were interested in working
out a severance program. There was no severance program in
the existing collective-bargaining agreement. It was the Un-
ion’s understanding that Textron was philosophically opposed
to providing severance benefits. Nothing in the early union
effects proposals notes this tie-in between severance and SUB
plan. Other than what is in the agreements themselves, there is
nothing in all the written documents, newsletters, or letters
between the parties making this connection.
Kelly testified that at a May 21 bargaining session, Metzger
told the Union that AlliedSignal had six so-called “hot button”
issues, one of which was to do away with the SUB plan. Ac-
cording to Kelly, Metzger stated that if the Union agreed to
drop the SUB plan, AlliedSignal was prepared to replace it with
a severance plan. Metzger indicated that AlliedSignal did have
severance plans and preferred them to a SUB plan because a
severance plan was cheaper and easier to administer. The Un-
ion agreed that if the parties could come up with a satisfactory
severance plan, it would agree to drop the existing SUB plan.
The only bargaining notes supporting this alleged passage are
contained in union notes of a bargaining session held May 21,
8 Kelly testified that in this regard that about 700 unit positions had
been permanently lost in layoffs in 1991 and 1992.
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 1220
which show Metzger stating: “Eliminate the SUB Plan, we feel
a better product can be delivered.” Kelly testified that he under-
stood this to be the severance package. There were no other
notes of meetings introduced which would make this connec-
tion. The General Counsel, in an objection to a question at page
204 of the transcript stated: “It was never testified that the Ef-
fects Agreement was a trade off, he [Kelly] was simply talking
about one aspect of the Effects Agreement in 1994.” Kelly then
contradicted the General Counsel by saying that he assumed
both sides were aware that [the severance agreement was in
return for a suspension of the SUB plan]. Neither the General
Counsel nor the Charging Parties argue on brief that the sever-
ance pay provisions were offered as a trade off for suspending
the SUB plan.
In the 1994 Effects Bargaining Agreement at page 9, under
the heading “4. TLTED (Textron) Transition Bonus,”9 the fol-
lowing language appears:

“[I]in the event Textron shall sell its assets to AlliedSignal,
Textron shall provide for a special transition bonus fund of
$526, 68710 to be administered by AlliedSignal for the pur-
pose of providing a one-time transition bonus to employees
who are thereafter involuntarily laid off for a period of at least
ninety (90) consecutive calendar days. To be eligible an em-
ployee must have also been on the active payroll with one or
more years of seniority on the date of the closing of the sale of
the assets of the Company to AlliedSignal, or on medical
leave of absence on such date and subsequently returned to
work. . . .’’ “The transition bonus is contingent upon the sus-
pension (as to both benefits and contributions) of the Supple-
mental Unemployment Benefit Plan (SUB), effective with
ratification of the new 1994 Labor Agreement.” “It is ex-
pressly understood that receipt of the transition bonus shall
not disqualify an employee from receipt at some future date of
a severance bonus, if otherwise eligible.’’

At the expiration of the collective-bargaining agreement, there
was over $400,000 left in the Transition Bonus fund, and this
money was transferred to the SUB plan. It appears to me that
this provision was clearly the quid pro quo for suspension of
the SUB plan.11
The Employer’s first draft Effects Agreement was presented
to the Union on May 28. This proposed draft used as a multi-
plier 40 hours for each year of employment and was a version
of Metzger’s “declining balance” severance proposal. Under
this proposal, all benefits under it would clearly end with the
end of the Agreement as the severance benefits declined to zero
at that point. It retains the SUB plan with amendments. It also
included language which would permit work relocation and a
waiver dealing with both the decision and effects of the sale
and any work transfer. The Union objected to the declining
balance severance plan because under seniority rules, the most
junior employees are laid off first. Thus, under the declining

9 “TLTED” appears in various documents of record and refers to
Textron. Anywhere TLTED appears, I have substituted Textron.
10 This clause in the Effects Agreement appears in both versions.
11 On the same date the parties executed the Effects Bargaining
Agreement, they also agreed to an article in the collective-bargaining
agreement which suspended the SUB plan for the duration of the
Agreement. Nothing in this article ties the dropping of the SUB plan to
the institution of the severance plan. Kelly contends however, that the
severance plan was intended to replace the SUB plan, which was an
ongoing benefit.
balance plan, the more junior employees who would be laid off
earliest would receive more severance pay than more senior
employees laid off later.
The Union also presented a revised effects proposal on May
28. This one does refer to AlliedSignal. The Union’s proposal
calls for the payment of severance to “Employees on the active
payroll with one or more years of seniority as of the closing
date of sale of assets, who are laid off as direct result of transfer
of any bargaining unit operations by AlliedSignal to another
AlliedSignal facility outside Fairfield County.” Both this pro-
posal and the Union’s first one proposed making benefits under
the proposal retroactive to 1991.
On June 2, a draft Effects Bargaining Agreement was offered
by the Employer. As pertinent, it added for the first time a dura-
tion clause, which read:

This Effects Bargaining Agreement shall be effective
as of the date first above written, and shall remain in effect
until the date of expiration of the new 1994 labor agree-
ment between the parties, but not thereafter unless re-
newed or extended in writing by the parties.

The duration clause proposed by Textron also included for
the first time language to make the agreement retroactive to
May 30, 1994, a union goal from its first draft effects agree-
ment. The Employer’s June 2 proposal also retained the declin-
ing balance severance proposal.12 The Union did not approve
of this duration clause. As described by Kelly, the reason for its
disapproval was “[w]ell, there was a twelve month time period
before a laid off employee could come in and apply for their
severance. And in view of that, an employee could be laid off,
for instance, six months prior to the end of the labor agreement
and not be able to apply for benefits; and in some cases they
might have even volunteered to take the layoff with severance
as an incentive. In the 1997 negotiations, the Union [or] the
Company would then have an opportunity to propose either the
elimination or the reduction of those benefits. And we felt some
kind of language was necessary to protect them.”
Local 1010 made this concern known to Metzger and on the
next day Textron proposed adding to the duration clause a sen-
tence reading: “It is understood that expiration of this Agree-
ment does not foreclose the post-expiration presentation in a
timely fashion of claims regarding matters arising out of the
application of its terms prior to the expiration date.” Between
the date of this proposal and the execution of the final docu-
ment, at the Union’s request, this language was modified in the
next draft to read: “It is understood that expiration of this
Agreement shall not foreclose the post-expiration payment to
employees of bonuses or other benefits which accrued to them
because of layoff during the term of this agreement, or the post-
expiration presentation in a timely fashion of claims regarding
matters arising out of the application of its terms prior to the
expiration date.” In the Union’s view, this last sentence related
to severance as well as other benefits including retiree medical
benefits. I find it significant that the only evidence offered with
respect to the drafting of this sentence in the duration clause
was Kelly’s explanation of why it was requested. I find in the
circumstances that it was drafted to meet the Union’s concerns
12 To the extent that one would argue later that elimination of the de-
clining balance method of severance pay was tied to the acceptance of a
duration clause, I find that it was not. They were both offered together
and Respondent’s proposal with respect to duration remained essen-
tially unchanged throughout the negotiations.
ALLIED SIGNAL, INC. 1221
as stated by Kelly and was not intended to be a waiver of the
Union’s right to bargain over severance after the expiration of
the agreement and/or a waiver of the Union’s rights under the
NLRA for the continuation of severance after the expiration of
the agreement.
In this draft under the severance clause at page 2, the Union
had made notes on its copy to have Textron’s printed language
changed to add the phrase in italics: “In the event Textron shall
sell its assets to a Purchaser, then employees who are thereafter
laid off as a direct consequence of a force reduction due to lack
of work or the transfer of any bargaining unit operations by the
Purchaser to another facility shall be eligible for a severance
bonus from the Purchaser as specified hereafter.” According to
Kelly, this language change was believed necessary as Textron
had originally proposed making severance available only to
employees laid off for specified reasons. The Union wanted
severance available to any employee laid off for more than 12
months for any reason. The Union also changed the severance
multiplier at page 4 of this draft from 40 to 45 hours. In the
next draft of the Effects Bargaining Agreement, Textron
changed its language on eligibility to read simply “employees
who are thereafter laid off” to address the Union’s concerns. It
also acceded to the Union’s request to increase the hourly mul-
tiplier from 40 to 45 hours.
Each of the Employer’s draft Effects Agreements had some
form of a waiver contained therein in return for offering sever-
ance. The June 9 Effects Bargaining Agreement draft was
signed by the parties. It includes a waiver by Local 1010 which
clearly waives Local 1010’s “right to bargain over any future
work transfer, reduction in the working force (regardless of its
scope), and any partial or total shutdown or closure of the Strat-
ford Plant, or the impact of any such action by [Textron] or the
purchaser [Allied Signal] upon bargaining unit employees
. . . .” This draft also included, as had earlier drafts, the final
language of the duration clause.
Also on June 9, the parties agreed to a new article XXIII in
the collective-bargaining agreement titled “Effects Bargaining
Benefits.” And which reads: “The Company and the Union
have agreed to certain terms, conditions and benefits which
shall be applicable in the event that the Company should sell its
assets to a third-party Purchaser. These commitments will be
incorporated into an Effects Bargaining Agreement which shall
be part hereof as a supplement.” This article was proposed by
the Union. Up to this point the Effects Bargaining Agreement
with Local 1010 had been a stand alone agreement. By agreeing
to article XXIII, the parties agreed to make the Effects Agree-
ment part of the collective-bargaining agreement.
Shortly after the signing of this Agreement with Local 1010,
a planning document was inadvertently faxed to Stratford from
Respondent’s Phoenix, Arizona facility and made its way to the
plant floor. Inter alia, the document contained the following
sentences: “Best assumption today is that the Army will not
buy any new tank engines. We need to evaluate the barriers to
closing the plant in case that it eventually becomes expedient.”
Upon the fax becoming public, negotiations over the collec-
tive-bargaining agreement halted around June 10 or 11. A few
days later, Bocik called Caroline Forrest with the UAW in De-
troit to try to jump start negotiations. Bocik assured her that the
leaked fax was just a planning document and did not express
the Company’s intentions. She suggested that he contact Phil
Wheeler, who was the UAW’s regional director. Bocik reached
Wheeler by phone and in response to Wheeler’s concerns about
Respondent’s intentions with respect to the Stratford facility,
Bocik pointed to the Effects Bargaining Agreement. He noted
that it provided generous severance payments for the first time
at the facility. He also assured Wheeler that the leaked fax was
merely a planning document. Wheeler told Bocik that he might
have a signed Effects Bargaining Agreement with Local 1010,
but that he did not have one with Local 376 or with him, and
would never have such an agreement as long as the waiver
provision was part of the agreement. Bocik suggested a face to
face meeting to address Wheeler’s concerns.
They met on June 27, and Bocik presented Wheeler with a
proposal that came to be called the “Competitiveness Agree-
ment.”13 The Competitiveness Agreement was a document
which outlined the terms under which AlliedSignal would be
able to manufacture certain engines at Stratford. This Agree-
ment became final and was ultimately made part of the overall
collective-bargaining agreements with Locals 1010 and 376. It
was also the subject of litigation before the Board. A decision
dealing with the Competitiveness Agreement was issued by
Administrative Law Judge D. Barry Morris on April 21, 1997.
In addition to presenting the Competitiveness Agreement pro-
posal, Bocik addressed the matter of the waiver with Wheeler.
He told Wheeler that Respondent proposed that the Locals
would have restored the opportunity to bargain further over the
effects of the acquisition and included language to that effect in
the Competitiveness Agreement. This language was included in
section 4 of the Competitiveness Agreement. Respondent also
had a revised Effects Bargaining Agreement which deleted the
waiver, and a proposal on economics. Bocik testified that he
made these proposals to Wheeler because he was convinced
that Respondent would never get acceptable collective-
bargaining agreements with the Locals unless Wheeler’s con-
cerns about the waiver in the Effects Bargaining Agreement
and Respondent’s intent with respect to the closure of the plant
were satisfactorily addressed.
After some by-play, Wheeler and the other union officials
present agreed to study the Competitiveness Agreement. After
some study, Wheeler stated that with some changes, the Com-
petitiveness Agreement would satisfy the Union’s concerns.
Bocik suggested the parties get back to the bargaining table and
they did.
Bocik called Forrest the next morning and told her that nego-
tiations would resume later that day. He also faxed her the
Competitive Agreement. Also, on this day, he met face to face
with Local 1010’s bargaining team. Bocik gave them the re-
vised Effects Bargaining Agreement. Cuici, who was present,
asked why the waiver was missing. Bocik explained that
Wheeler had objected to it. Cuici then again presented his view
that the plant had no future and that Respondent would close it.
Bocik countered by saying that Respondent would try to make
a go of it. The meeting ended with the Union stating they would
get back with counterproposals.
Following this meeting, Bocik went on vacation and his
place in the negotiations was taken by other AlliedSignal offi-
cials. On vacation, he was given regular updates on progress at
the bargaining table. During this time, most of the attention was
given to the Competitiveness Agreement. The Effects Bargain-
ing Agreement that was ultimately signed was the one given the

13 Also at this meeting were Metzger, Cuici, as well as some other
Textron, AlliedSignal and union representatives.
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 1222
Union on June 28.14 Bocik noted that in the event of a massive
layoff or plant closing, there would have to be effects bargain-
ing. Thus, the language in the Competitiveness Agreement
addressed that issue. The specific language is at pages 3 and 4,
paragraph 4, which reads:

Regardless of any provisions of the separate Effects
Bargaining Agreement between the parties concerning
severance payments to laid off employees, the Union re-
tains the right to engage in collective bargaining with
AlliedSignal with respect to the effects upon bargaining
unit employees should AlliedSignal decide in the future to
close the Stratford Plant, or should it give notice to the
Union of a mass layoff within the meaning of the Worker
Adjustment and Retraining Notification Act (WARN), as
now in effect or as hereafter amended.
In any discussions which are undertaken as a result of
such a request by the Union for impact bargaining because
of plant closure or mass layoff, it is understood that the
parties shall give important attention to the following fac-
tors:
(i) Methods and practices for making the Stratford
Plant more competitive and for focusing on total quality as
an imperative;
(ii) Enhancement of customer satisfaction;
(iii) Measures for the more active engagement of bar-
gaining unit members in the advancement of the Stratford
Plant as a successful enterprise; and
(iv)Potential opportunities for the reloading of work
which may be performed more efficiently and competi-
tively within the bargaining unit.

In this regard Bocik testified, “[F]irst of all, this gave the Un-
ion the opportunity to come back and bargain more in an effects
setting than what was contained in the original Effects Agree-
ment of the Collective Bargaining Agreement.” “Given that
opportunity at least, we couldn’t assert that no, you can’t even
talk to us about more severance or something else under the
effects.” The Competitiveness Agreement was to take place
immediately and as the second sentence of section 1’s “Basic
Principles” makes clear: “This imperative joint effort should be
undertaken both before and after any sale of [Textron’s] assets
to AlliedSignal as not proposed.”
The final version of the Effects Bargaining Agreement was
signed July 13, absent the waiver and with no other changes
from the June 9 draft. At page 2, paragraph 3, under the word
“severance,” the first sentence reads: “In the event TLTED
[Textron] shall sell its assets to AlliedSignal, then employees
who are hereafter laid off shall be eligible for a severance bo-
nus from AlliedSignal as specified in this Section 3.”
The duration of the Agreement was set out thusly:

This Effects Bargaining Agreement shall be effective
as of May 30, 1994, and shall remain in effect until mid-
night on June 6, 1997, but not thereafter unless renewed or
extended in writing by the parties. It is understood that ex-
piration of this Agreement shall not foreclose the post-
expiration payment to employees of bonuses or other
benefits which accrued to them because of layoff during
the term of this Agreement, or the post-expiration presen-
tation in a timely fashion of claims regarding matters aris-

14 The only real change in this one as opposed to the one the parties
signed on June 9 was the deletion of the waiver.
ing out of the application of its terms prior to the expira-
tion date.

The entire collective-bargaining agreement, including article
XXIII, was ratified on July 21. At the ratification, the Union
gave members a brochure which describes in general the Ef-
fects Bargaining Agreement, but says nothing about its duration
and certainly says nothing about the severance benefits ceasing
as of June 6, 1997.
After the negotiations with Local 1010 concluded, they
commenced with Local 376. In these negotiations the primary
negotiators were Metzger for Textron and Russ See for the
Local. At the outset of bargaining, See demanded that the
Competitiveness Agreement which Local 376 would sign must
include the right to decision bargaining over the matter of clos-
ing the facility. Though Respondent objected, Local 376’s
Competitiveness Agreement ultimately contained language
reading: “By doing the above, the Union does not give up any
right to request decision bargaining which it may be entitled by
law.”
Local 376’s Competitive Agreement also contains the lan-
guage about effects bargaining contained in Local 1010’s
Competitive Agreement. The Effects Bargaining Agreement for
Local 376 was signed on July 28.
According to the undisputed testimony of Kelly, no one from
Textron or AlliedSignal stated in negotiations over the Effects
Bargaining Agreement that anyone laid off after June 6, 1997,
would not receive severance pay under the Agreement. Also
according to Kelly, the Union did not understand that benefits
under the Effects Bargaining Agreement would cease after June
6, 1997. Employees laid off between May 30, the expiration
date of the old collective-bargaining agreement and October 28,
the date the acquisition by AlliedSignal was made final, were
paid severance under the Effects Bargaining Agreement be-
cause it was made retroactive to May 30. When the collective-
bargaining agreements between Textron and the two Locals
expired at the end of May 1994, the contractual benefits and
terms of those agreements continued to be adhered to by the
parties until new agreements were reached.
Based upon the evidence of record regarding the 1994 nego-
tiations over the Effects Bargaining Agreements, I find that
there is no evidence that the parties intended for the benefits,
including severance benefits, to end with the expiration of the
Agreements. I also find that the parties never discussed a
waiver of the Union’s right to such continuation of benefits
after the waiver contained in Local 1010’s Effects Bargaining
Agreement was deleted by AlliedSignal/Textron. I further find
that no waiver was discussed or intended in these negations by
the Duration Clause of the Effects Bargaining Agreement.
C. Events Occurring Subsequent to the Execution of the Effects
Bargaining Agreements
1. Events occurring in 1995 and 1996
In September 1995, Respondent announced the termination
of the Competitiveness Agreements and the closing of the
plant. In one such written announcement there is a sentence
reading: “The company . . . will . . . tailor severance and out-
placement arrangements to support workers to transition to
other state and industry employers.” General Counsel’s Exhibit
9 is a memorandum to employees at Stratford from Respondent
issued at the time of these announcements. It poses the ques-
tion: “What are the Bargaining Unit Severance Bonus provi-
ALLIED SIGNAL, INC. 1223
sions?” It answers: “Each of the AlliedSignal bargaining units
(UAW 1010, UAW 376, UPGWA 539) has an Effects Agree-
ment in place which defines severance benefits.” These agree-
ments were negotiated by the union leadership during 1994
contract negotiations. Generally, these agreements provide for
severance of 45 hours of pay for each year of service. However,
employees should refer to their Union’s Effects Agreement for
specific details. Contrary to rumors, there are no plans to either
reduce or increase the benefits in these packages.
Kelly testified that after the Union received a letter from Re-
spondent in which it canceled the Competitiveness Agreement,
it requested bargaining over the impact of this decision. The
parties met on this issue six times between November 13, 1995,
and April 29, 1996. In this time frame, the Unions also pursued
an unfair labor practice case over the Respondent’s failure to
bargain over the decision to terminate the Agreement. The
judge’s decision, issued April 21, 1997, finds that the Respon-
dent did not violate the Act by unilaterally terminating the
Competitiveness Agreement, though it did commit unfair labor
practices by refusing to bargain over the decision to transfer
unit work to its Phoenix facility and refusing to supply certain
information to the Unions. This decision is currently under
appeal. The parties had agreed in a letter of agreement dated
January 24, 1996, to engage in effects bargain over the termina-
tion of the Competitiveness Agreement without prejudice to
their respective positions before the NLRB.
According to Kelly, in their effects bargaining over the
Competitiveness Agreement, Brian McMenamin, Respondent’s
director of human resources at Stratford, affirmatively stated
that Respondent would not reduce or eliminate benefits under
the Effects Bargaining Agreement, and did not state that bene-
fits under that Agreement would cease on June 6, 1997. This
testimony is undisputed.
In a June 7, 1996 letter from Bocik to another of Respon-
dent’s executives, he relates briefly the bargaining of 1994 and
then states:

Severance and other effects benefits were demanded
and ultimately negotiated by the unions during the 1994
labor negotiations. It was the union position that two
events would likely combine to trigger significant em-
ployment losses for their membership. The first was the
sale of the business and merger with AlliedSignal. The
second was the ending of production of the AGT-1500
tank engine. In 1994, it was known that active production
of this product line was scheduled to end in about April
1995. As a result, the unions were very concerned about
layoffs and sought to gain significant protection for their
members during negotiations.
During the course of negotiations, it became clear sev-
erance and effects benefits were firm union demands. In
my opinion as the chief AlliedSignal representative to the
negotiations, it would not have been possible to success-
fully negotiate a complete labor agreement without includ-
ing severance and effects benefits. Failure to negotiate a
labor agreement could have resulted in a work stoppage.
In addition, there was a significant business need to main-
tain positive relationships with both the union and the rep-
resented work force after any sale. Providing the union
employees with severance assistance ultimately helped
achieve this critical goal.

As can be seen, there is nothing in this letter to indicate that
Respondent would cease paying severance entirely after June 6,
1997.
In an October 24, 1996 letter sent to U.S. Representative
Rosa DeLauro in response to her written criticism of Allied-
Signal for announcing that it was closing the Stratford facility,
Respondent stated:

I realize that this is small comfort to the employees
adversely affected. In order to mitigate the effect of a clo-
sure on the Stratford employees, we agreed during the last
union contract negotiation to provide generous severance
benefits for displaced workers, as well as outplacement
services to assist them in finding new jobs.

I find this letter significant in two regards. First it does not
state that severance benefits will only be available up to June 6,
1997. Second, it ties such benefits to the closure of the plant, an
event which is also not tied a date prior to June 6, 1997. Re-
spondent has argued that the Effects Bargaining Agreements
dealt with a discrete event, the purchase of Textron by Allied-
Signal and the effects or impact of that purchase as seen at the
time of negotiations. Clearly, the possibility of plant closure
was a possibility known at the time. Indeed, as the evidence
reflects, President Cuici of Local 1010 expressed this view
vigorously during negotiations. The waiver signed by Cuici in
the Effects Bargaining Agreement on June 9 expressly runs to
this possibility. Thus, plant closure was envisioned as one pos-
sible effect of the purchase. That Respondent chose to postpone
closure until after June 6, 1997, though announcing such a clo-
sure in September 1995, does not change the fact that this pos-
sibility was addressed by the severance provisions of the Ef-
fects Bargaining Agreements.
2. Events occurring in 1997
In a January 10, 1997 letter to employees,15 Respondent
wrote:

Another reality we still face is planning for implemen-
tation of the probable closure of the plant as mandated by
the BRAC Commission. The Company has offered to bar-
gain with the union over relocating operations from Strat-
ford to Phoenix and over the effects of the closing. The
stark reality remains that independent accountant’s esti-
mate that the current cost of running the business at Strat-
ford rather than Phoenix is far in excess of $30 million a
year. As a result, it is difficult to envision any scenario un-
der which we can prudently continue to operate the busi-
ness at the Stratford plant, but we are prepared to negotiate
all aspects of the matter with the union leadership.
(There followed some questions and answers) Q.
When does the current contract expire? A. The current
contract expires on June 6, 1997. We have asked both Lo-
cal 1010 and Local 376 to start bargaining now so that we
can resolve all labor contract issues as soon as possible so
that union and management will understand well in ad-
vance of the June 6 contract expiration date what their
rights and benefits will be after June 6. Q. When I get laid
off what will happen to me? What is the company going to
do for me? A. Layoffs prior to June 6 will follow the terms

15 This notice was triggered by the permanent layoff of a number of
employees in January 1997. These employees, as well as all other laid
off during the term of the Effects Bargaining Agreement received sev-
erance.
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 1224
and conditions of the current labor agreement which ex-
pires on June 6. For instance: Severance: employees are
eligible for one week’s pay (calculated on 45 hours) for
each year of service. Questions concerning layoffs after
June 6 cannot be answered at this time, nor can we advise
you of what benefits will be available after June 6. Bene-
fits such as severance pay are subjects for negotiation.

A contemporaneous newsletter to employees poses the ques-
tion: “If I am laid off after June 6, 1997, am I entitled to the
current ‘severance package?’” It answers this question thusly:
the answer is not known at this time. Current entitlements to
severance and other layoff benefits are defined in the 1994
Effects Bargaining Agreements. As previously stated, “[T]hese
agreements end on June 6, 1997. Any changes to or continua-
tion of the Effects Bargaining Agreements beyond June 6 need
to be negotiated.”
Also on January 10, 1997, Respondent sent another letter to
both locals. Inter alia, it states:

We really need to begin substantive discussions now to ad-
dress the real concerns of our employees. Why the urgency?
The labor agreements expire in June. Employees who are laid
off during the current agreement deserve resolution of their
very real questions about benefits they may be entitled to un-
der the Effects Agreement. Active employees deserve to
know what if any benefits will be available to them after the
current agreements expire in the event of layoff. They deserve
to know sooner rather than later. This cannot be done until we
bargain. [Emphasis in original.]

Kelly testified that he did not interpret these letters as mak-
ing a distinction between benefits under Effects Bargaining
Agreement before June 6 and after June 6. Certainly, They do
not clearly state that severance benefits will stop on June 6.
In a January 17, 1997 newsletter to employees, Respondent
wrote:

Q. If I am laid off after June 6, 1997, am I entitled to
the current “severance package”? A. The answer is not
known at this time. Current entitlements to severance and
other layoff benefits are defined in the 1994 Effects Bar-
gaining Agreements. As previously stated, these agree-
ments end on June 6, 1997. Any changes to or continua-
tion of the Effects Bargaining Agreements beyond June 6
need to be negotiated.

Kelly testified that he did not understand this newsletter to
be saying that there would be no continuation of the severance
benefits absent an agreement, and for a fact, they do not clearly
say this.
In a letter dated January 27, 1997, from Respondent to Kelly,
it states, inter alia:

The current Effects Bargaining Agreement expires in
June. We should begin to deal with the issues that will
arise for those employees who continue to work at Strat-
ford beyond the period of time covered by the current Ef-
fects Agreement.

Kelly replied to this letter with one of his own dated January
31, 1997. With regard to the Effects Bargaining Agreement, it
states:

Your letter refers to the expiration of the Effects
Agreement, raises doubts about benefits available to em-
ployee who work beyond its expiration, and claims that
employees would benefit from a quick resolution of issues.
Please tell us clearly what you mean! Are you saying that
if the Union asserts its position that you are obligated to
keep the plant open and by pursuing our legal rights that
you will take away existing benefits under the Effects
Agreement? Does Allied intend to retaliate against Union
members because the Union has pursued its legal rights?
These are important questions being asked by our mem-
bers.

With regard to this letter, Kelly testified that he knew there
was an expiration date of June 6, but did not know what was
the intention of the company with respect to benefits contained
in it.
On February 13, 1997, Respondent replied to Kelly’s letter.
With regard to the matter of the Effects Bargaining Agreement,
the letter states:

Our proposal to begin bargaining early can hardly be
characterized as retaliating against Union members. To the
contrary, our voluntary invitation to begin bargaining early
and negotiate over the decision and the relocation issues
underscores our belief that the bargaining table is the ap-
propriate location to resolve all of these issues. The collec-
tive bargaining agreement at Stratford, which includes the
Competitiveness Agreement and the Effects Agreement,
expires in June. In April, the Union will have a legal obli-
gation to come to the table and bargain over these issues.
Concerns for our employees’ future should motivate the
Union and Company to begin the process now.

On March 7, 1997, Kelly wrote the Respondent a letter, in
which he states, inter alia:

I am pleased to receive your assurance that Allied-
Signal will not retaliate against Local 1010 members for
exercising their statutory rights under the National Labor
Relations Act. Many of our members interpreted your let-
ter as an implied threat to take away existing benefits if the
Union did not accede to your demands. With this in mind,
it is important that you provide a written assurance to all
Local 1010 members that AlliedSignal does not intend to
reduce or eliminate existing contractual benefits such as
severance pay or retirement benefits.

On March 21, Respondent responded to Kelly’s March 7,
1997 letter and stated:

With regard to your comments concerning the existing
effects benefits, I am certain that you have correctly ad-
vised your members, both concerning AlliedSignal’s posi-
tion and the terms of the contract as it pertains to the need
to negotiate and ultimately agree to the continuation of the
Effects Agreement provisions beyond June 6, 1997. We
believe those negotiations are critical.

I find that through the dates of these letter, Respondent had
never clearly stated its intentions with respect to the continua-
tion of benefits under the Effects Bargaining Agreements after
June 6, 1997. Though Respondent on cross-examination of
Kelly sought to elicit Kelly’s agreement that such notice was
given in the correspondence noted above, I do not find that
such notice is clear and the pre-1997 pronouncements on the
subject by Respondent would tend to indicate that such benefits
would continue post June 6, 1997.
ALLIED SIGNAL, INC. 1225
Though in September 1996, the Respondent had announced
that it would close the Stratford plant, it had not done so by
April 1997. In that month, Respondent notified Local 1010 and
Local 376 that it had reached a tentative decision to close the
facility and invited decision bargaining. Bargaining on that
issue as well as a new collective-bargaining agreement began
on April 15, 1997.
On the subject of when the Union was informed that Re-
spondent would not continue benefits under the Effects Bar-
gaining Agreements, Kelly remembered an exchange between
himself and a negotiator for Respondent at an April 30 bargain-
ing session. Kelly was given a list of points for negotiation
which included effects bargaining. Kelly told Respondent,
when they get to effects they will look at it, but until then it was
getting in the way of a new collective-bargaining agreement.
Later, in response to Kelly’s reminder that June 6 was closer
than the parties think, Respondent’s representative stated: “You
made a good point earlier. June 6 is closer than it looks, we
need to negotiate severance, 401K, job placement.” Kelly an-
swered: “These things are covered in the labor agreement that
is expiring. They’re in the labor agreement.” Respondent re-
sponded: “If you look at the Effects Agreement, it expires on
June 6, it’s clear.” Kelly ended the discussion by saying: “The
Effects Agreement deals with a specific set of circumstances.
The sale of Textron to AlliedSignal. If there are new circum-
stances, you are required by law to negotiate with us over
them.”
In a newsletter to employees dated May 2, 1997, the Re-
spondent notes that Local 1010 had stated in one of its newslet-
ters that “[m]any members have express great concern over the
fate of existing contract benefits after the contract expires on
June 6, 1997. Could we lose our present pension or medical
benefits if the plant is closed at some future date? Negotiated
contract benefits are protected by law. They can only be
changed or eliminated through the collective bargaining process
in a new agreement requiring membership approval.” Respon-
dent’s newsletter deemed this statement wrong and misleading
and states: “The law has been clear for decades that once a
contract expires, terms and conditions of employment can be
changed in two ways: (1) as Local 1010 states, ‘in a new
agreement requiring membership approval’; or (2) after the
employer has expressed a desire to change those expired con-
tract terms and bargains to a good faith impasse about the
changes. Under this second alternative, there is no Union con-
sent or membership approval. The Company can put into effect
the proposal it tried to negotiate at the bargaining table. (The
only exception to this rule is an employee’s right to vested pen-
sion benefits which are specifically protected under federal
pension law.)”
On cros- examination, Kelly denied that he was informed by
anyone from Local 376 that at bargaining session between that
Local and Respondent on May 16 that Bocik said the benefits
under the Effects Bargaining Agreement would not continue
beyond June 6. He did remember asking Respondent at a meet-
ing held May 22, 1997, what Respondent’s position was with
respect to extending the Effects Bargaining Agreement beyond
June 6. He also recalled that he was told that it was all eco-
nomic.
Kelly testified that Bocik informed the Unions on May 29,
1997, that the severance benefits under the 1994 Effects Bar-
gaining Agreements would not continue after June 6, 1997.16
Bocik told the Unions that these benefits related to issues tied
to the acquisition of the business. He contends that the newslet-
ter and other memos made available to employees made it clear
that these benefits would not continue after June 6. At the meet-
ing of May 29, Bocik remembered union official Tony Durace
inquiring about the Effects Bargaining Agreements, specifically
asking, “Why won’t you extend them?” Bocik testified that the
Unions disagreed that the severance benefits did not survive
beyond June 6.
Bargaining continued until June 13, 1997, when the Respon-
dent declared impasse in decision bargaining.17 At no time
during this period did Respondent make any written proposals
with respect to the Effects Bargaining Agreement. Respondent
also notified the Union on June 13, 1997, that it was closing the
Stratford plant. On the same date, Respondent issued a newslet-
ter to employees announcing the closing of the plant and stating
in regard to severance: “We have provided the union locals the
opportunity to begin effects bargaining so that we can negotiate
a closure package that is fair to all. We look forward to starting
these negotiations quickly so that union employees can know
what to expect from the Company in terms of severance, insur-
ance continuation and other benefits.”
Subsequent to June 6, 1997, Respondent has closed the Strat-
ford facility and laid off the remaining employees there, includ-
ing some 459 Local 1010 members. Respondent has not paid
severance to any employees permanently laid off subsequent to
June 6, 1997. Its position is that the 1994 Effects Bargaining
Agreements expired by their terms on June 6 and that no obli-
gation to honor these Agreements continued after that date.
Though there has been some effects bargain subsequent to that
date, no agreement has been reached. Because of seniority rules
in the parties collective bargaining agreements, it is true in
general that the most senior employees were the last to be laid
off, so the severance packages for these employees, if owed,
would be larger than for those employees laid off before June 6.
In its statutory mandated “WARN” letters sent to the unions
to advise of layoffs both before and after June 6, 1997, the Re-
spondent advised: “As in the past, the Company is willing to
discuss utilizing the voluntary off provisions of the collective
bargaining agreement.” The voluntary layoff provisions are
contained in the Effects Bargaining Agreements at section VII
thereof.
Based on the foregoing record evidence, I find that no clear
notice of Respondent’s intent to shut off severance and other
benefits under the Effects Bargaining Agreement on June 6,
1997, was not given until the last minute. I further find that
until this time, there was no clear indication that Respondent
had ever taken this position at any time, either in negotiations
over the Effects Bargaining Agreements or in public pro-
nouncements thereafter. I further find that the bargaining his-
tory of the Effects Bargaining Agreements does not support a
finding that the parties contemplated that the benefits would not
continue past the expiration dates of the Effects Bargaining
Agreements, just as the benefits contained in the underlying
collective-bargaining agreements, of which the Effects Bargain-

16 Bocik remembered an earlier meeting with Local 376 where he
made a similar representation, but could not recall its date.
17 There could be no impasse in effects bargaining as such bargain-
ing had not occurred and in any event, in light of my finding of the
commission of unfair labor practices, could not have occurred as a
matter of law.
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 1226
ing Agreements are a part, continued after the expiration of the
collective-bargaining agreements. With these findings, and the
others made above, I will explore the legal arguments advanced
by the parties.
D. Conclusions with Respect to the Lawfulness of Respondent’s
Position
1. The effect of the NLRA on continuation of benefits
The proposition that an employer in a collective-bargaining
relationship is prohibited from making unilateral changes in
terms and conditions of employment is deeply entrenched in
NLRB law. It is essential to bear in mind that this doctrine in-
volves the implementation of the requirement in Section 8(a)(5)
of the Act that parties bargain. It is not primarily a matter of
contract interpretation. Rather the rule approved by the Su-
preme Court in NLRB v. Katz, 369 U.S. 736 (1962), is that uni-
lateral changes in terms and conditions of employment are in-
herently inconsistent with the duty to bargain. “We hold that an
employer’s unilateral change in conditions of employment un-
der negotiation is . . . a circumvention of the duty to negotiate
which frustrates the objectives of Section 8(a)(5) much as does
a flat refusal.” 369 U.S. at 743. The Court then went on to dis-
cuss the disruptive impact of such unilateral action on a union’s
ability to bargain effectively.
Both the Supreme Court and the Board have recently had oc-
casion to elaborate on this simple statement of a legal principle.
In Litton Business Systems, Inc. v. NLRB, 501 U.S. 190 (1991),
the Supreme Court emphasized that the Katz principle derives
from the inconsistency between unilateral action and bargain-
ing:

The Board has taken the position that it is difficult to
bargain if, during the negotiations, an employer is free to
alter the very terms and conditions that are the subject of
those negotiations. The Board has determined, with our
acceptance, than an employer commits an unfair labor
practice if, without bargaining to impasse, it effects a uni-
lateral change of an existing term or condition of employ-
ment. [Citing Katz]. In Katz the union was newly certified
and the parties had yet to reach an initial agreement. The
Katz doctrine has been extended as well to cases where, as
here, an existing agreement has expired and negotiations
on a new one have yet to be completed. [Id at 198.]

Applying this reasoning to the instant case, it is difficult for
the Union to bargain with the Respondent over the closing of
the plant and its impact on bargaining unit employees if Re-
spondent was free to discontinue the severance benefits.
More recently, the Board elaborated on the Katz principles in
Daily News of Los Angeles, 315 NLRB 1236 (1994). Quoting at
length from Katz, the Board emphasized the Court’s holding
that unilateral action frustrates the bargaining process and is
tantamount to a refusal to bargain in fact. “Indeed, the Court
viewed unilateral conduct so pernicious to the collective-
bargaining process that it held that a showing of subjective bad
faith on the employer’s part is unnecessary to establish a viola-
tion.” Id at 1237. After cataloging a wide range of cases apply-
ing Katz to a variety of terms and conditions of employment,
the Board concluded, “[E]ach of the unilateral acts was struck
down on the authority of Katz because a condition of employ-
ment had been unilaterally changed.” Id at 1237. The Board
then adopted the following test from the Fifth Circuit decision
in NLRB v. Dothan Eagle, Inc., 434 F.2d 93 (1970), for deter-
mining whether an employer had committed an unlawful uni-
lateral change:

The cases make it crystal clear that the vice involved
in both the unlawful increase situation and the unlawful re-
fusal to increase situation is that the employer has changed
the existing conditions of employment. It is this change
which is prohibited and which forms the basis of the unfair
labor practice.
In other words, whenever the employer by promises or
by a course of conduct has made a particular benefit plan
part of the established wage or compensation system, then
he is not at liberty unilaterally to change this benefit either
for better or worse during . . . the period of collective bar-
gaining. Both unprecedented parsimony and deviational
largess are viewed with a skeptic’s eye during . . . bargain-
ing. In those cases where the employer was found guilty of
an unfair labor practice for withholding benefits during . . .
the process of collective bargaining, the basis of the
charge was a finding that the employer has changed the es-
tablished structure of compensation.
In our view, the standard set forth in Dothan Eagle,
which looks to whether a change has been implemented in
conditions of employment, captures best what lies at the
heart of the Katz doctrine. It neither distinguishes among
the various terms and conditions of employment on which
an employer takes unilateral action nor does it discrimi-
nate on the basis of the nature of a particular unilateral act.
It simply determines whether a change in any term and
condition of employment has been effectuated, without
first bargaining to impasse or agreement, and condemns
the conduct if it has. [Id at 1237–1238.]

Applying this test, it is clear that the General Counsel has
made a prima facie case that Respondent has violated Section
8(a)(5) by eliminating the severance benefits. The General
Counsel has met this burden by showing that the severance
benefits were a term or condition of employment and that Re-
spondent unilaterally changed those benefits. There can be little
question that severance benefits in general constitute a term and
condition of employment. Litton Business Systems, Inc., 286
NLRB 817 (1987). Moreover, the evidence discussed above
establishes that, “by promises” and “by a course of conduct,”
the severance benefits set out in the Effects Bargaining Agree-
ment had become part of the terms and conditions of employ-
ment of the bargaining unit employees. Those benefits were
paid to all employees laid off over 3 years. The benefits con-
tained in the Effects Bargaining Agreement displaced the SUB
plan which had been in effect for many years. While Respon-
dent initially proposed that the benefits be provided only to
employees laid off in certain circumstances flowing from the
sale, Respondent abandoned those limitations. The final Effects
Bargaining Agreements established benefits for any employee
whose layoff lasts 12 months or more. In newsletters and other
correspondance over 2-1/2 years, Respondent’s officials in-
formed employees that these severance benefits were available,
without any reference to any deadline or termination date. In-
deed, Respondent explicitly denied any intention to make any
changes in the effects benefit package (G.C. Exh. 9, p. 1).
There can be no doubt that Respondent changed the effects
benefits: it eliminated them. Respondent severance benefits
constituted a term or condition of employment which was uni-
laterally changed by Respondent. Unless Respondent’s actions
ALLIED SIGNAL, INC. 1227
were privileged by the contract, this was a clear violation of
Section 8(a)(5) of the Act.
2. Does the Duration Clause of the Effects Bargaining Agree-
ments serve to curtail Respondent’s statutory obligations?
Respondent’s defense is based on the Duration Clause of the
Effects Bargaining Agreement, which as set out earlier, reads:

This Effects Bargaining Agreement shall be effective
as of May 30, 1994, and shall remain in effect until mid-
night on June 6, 1997, but not thereafter unless renewed or
extended in writing by the parties. It is understood that ex-
piration of this Agreement shall not foreclose the post-
expiration payment to employees of bonuses or other
benefits which accrued to them because of layoff during
the term of this Agreement, or the post-expiration presen-
tation in a timely fashion of claims regarding matters aris-
ing out of the application of its terms prior to the expira-
tion date.

Read literally, this language deals solely with the question of
whether the Effects Bargaining Agreement remains in effect as
a contract after June 6, 1997. The second sentence provides that
benefits accrued by employees as a result of layoffs preceding
expiration remain enforceable under the contract. The first sen-
tence, relied upon by Respondent as a waiver, does not provide
any right to eliminate benefits. The language, read literally,
accomplishes only one objective. It prevents the contract from
being automatically renewed in the absence of notice to termi-
nate or modify. This is highlighted when this Duration Clause
is contrasted with corresponding clauses in the collective-
bargaining agreement and its supplements. The Local 1010
collective-bargaining agreement provides:

Except as otherwise provided herein, this Agreement
shall become effective as of May 30, 1994 and shall re-
main in effect up to and including June 6, 1997 and shall
automatically renew itself from year to year thereafter un-
less written notice to terminate or amend the Agreement is
given by either party to the other at least sixty (60) days
prior to its expiration or any annual renewal thereof.
a. If notice of termination shall be given, negotiations
for a new agreement shall take place during the sixty (60)
days prior to its expiration.
b. If notice to amend shall be given, such notice shall
set forth the proposed amendments. In the event that nego-
tiations for an amended agreement shall continue beyond
the expiration of the term of this Agreement, this Agree-
ment shall continue in full force and effect, provided,
however, that either party may then terminate this Agree-
ment upon ten (10) days written notice to the other party.

Similar language is contained in duration clauses in specific
sections of the collective-bargaining agreements and their sup-
plements. The above-quoted language provides that, in the
absence of notice, the contract automatically remains in effect
for another year, and further, in the event of a notice to amend,
the contract remains in effect during negotiations. The language
of the Duration Clause of the Effects Bargaining Agreement
would prevent that contract from renewing automatic renewal
is an entirely separate process from the prohibition on unilateral
changes. It does not follow from a clause foreclosing automatic
renewal that Respondent authorized to unilaterally eliminate the
effects benefits.
Respondent’s argument relies upon a confusion between the
issue of whether the contract remains in effect and the require-
ment imposed by Katz to maintain terms and conditions of
employment in effect. This confusion is perhaps encouraged by
the common practice of referring to the Katz doctrine as creat-
ing an obligation to maintain the contract in effect during bar-
gaining. As the foregoing discussion of legal principles makes
clear, Katz concerns, not a duty to maintain a contract in effect,
but the duty to maintain terms and conditions of employment.
Regardless of the status of the Effects Bargaining Agreement
after June 6, Katz imposed on Respondent a duty to maintain
the terms and conditions of employment which were initially
created by that contract.
This distinction between the legal status of a contract and the
duty to maintain terms and conditions of employment is dis-
cussed at length by the Supreme Court in Litton:

Although after expiration most terms and conditions of
employment are not subject to unilateral change, in order
to protect the statutory right to bargain, those terms and
conditions no longer have force by virtue of the contract.
See Office and Professional Employees Ins. Trust Fund v.
Laborers Funds Administrative Office of Northern Cali-
fornia, Inc., 783 F.2d 919, 922 (CA9 1986) (“An expired
[collective bargaining agreement] . . . is no longer a `le-
gally enforceable document.” (citation omitted)); cf. Der-
rico v. Sheehan Emergency Hosp., 844 F.2d 22, 25–27
[127 LRRM 3201] (CA2 1988) (Section 301 of the LMRA
29 U.S.C. § 185, does not provide a federal court jurisdic-
tion where a bargaining agreement has expired, although
rights and duties under the expired agreement “retain legal
significance because they define the status quo” for pur-
poses of the prohibition on unilateral changes).
The difference is as elemental as that between Nolde
Bros. and Katz. Under Katz, terms and conditions continue
in effect by operation of the NLRA. They are no longer
agreed-upon terms; they are terms imposed by law, at least
so far as there is no unilateral right to change them. As the
Union acknowledges, the obligation not to make unilateral
changes is `rooted not in the contract but in preservation of
existing terms and conditions of employment and applies
before any contract has been negotiated.’ Brief for Re-
spondents 34, n. 21. Katz illustrates this point with utter
clarity, for in Katz the employer was barred from imposing
unilateral changes even though the parties had yet to exe-
cute their first collective-bargaining agreement.
Our decision in Laborers Health and Welfare Trust
Fund v. Advances Lightweight Concrete Co., Inc., 484
U.S. 539 (1988), further demonstrates the distinction be-
tween contractual obligation and postexpiration terms im-
posed by the NLRA. There, a bargaining agreement re-
quired employer contributions to a pension fund. We as-
sumed that under Katz the employer’s failure to continue
contributions after expiration of the agreement could con-
stitute an unfair labor practice, and if so the Board could
enforce the obligation. We rejected, however, the conten-
tion that such a failure amounted to a violation of the
ERISA obligation to make contributions ‘under the terms
of a collectively bargained agreement . . . in accordance
with the terms and conditions of . . . such agreement.’ 29
U.S.C. § 1145. Any postexpiration obligation to contribute
was imposed by the NLRA, not by the bargaining agree-
ment, and so the District Court lacked jurisdiction under §
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 1228
502(g)(2) of ERISA, 29 U.S.C. § 1132(g)(2), to enforce
the obligation. [501 at 206–207.]

The Duration Clause explicitly states that the contract cannot
remain in effect after June 6, 1997, absent agreement of the
parties. Nevertheless, the Effects Bargaining Agreement did
establish terms and conditions of employment for the bargain-
ing unit. The obligation to maintain those terms and conditions
of employment in effect derives from a legal source, which is
entirely separate and distinct from the contract. The question,
then, is whether the Duration Clause constituted a waiver which
gave Respondent the right to unilaterally eliminate those terms
and conditions.
The Board has recognized that a union can contractually
waive statutory rights, including the right to bargain over
changes in fringe benefits. General Tire & Rubber Co., 274
NLRB 591 (1985); Cauthorne Trucking, 256 NLRB 721
(1981). Proof of a contractual waiver is an affirmative defense
which must meet a high standard. Silver State Disposal Service,
326 NLRB 84 (1998). It is Respondent’s burden to show that
the contractual waiver is “explicitly stated, clear and unmistak-
able.” Id at 3, quoting Lear Siegler, Inc., 293 NLRB 446, 447.
Accord: Metropolitan Edison Co. v. NLRB, 460 U. S. 693, 708
(1983).
As the Board stated in Johnson-Bateman Co., 295 NLRB
180, 185 (1989):

Waiver of a statutory right may be evidenced by bar-
gaining history, but the Board requires the matter at issue
to have been fully discussed and consciously explored dur-
ing negotiations and the union to have consciously yielded
or clearly and unmistakably waived its interest in the mat-
ter.

While the duration language certainly might have been
drafted differently in 1994, it certainly does not contain the
clear and unmistakable waiver required by the Board and the
Courts. In General Tire, supra, the Board found that a termina-
tion clause in a supplemental agreement to a collective-
bargaining agreement did not permit the employer to terminate
the underlying employee benefits, with bargaining to impasse,
in the absence of a clear and unmistakable waiver of the un-
ion’s right to bargain. In General Tire, the termination clause
provided for termination of the supplemental agreement on a
date certain, but also provided for continuation of the benefits
for 90 days after that date. The Board noted that nowhere in the
agreement was there any mention of what would happen to the
benefits after the 90 days expired, and thus found no clear and
unmistakable waiver over the benefits after the 90-day period
expired.
Like the employer in General Tire, here, Respondent has
unilaterally ceased providing the benefits after the contract’s
termination date. As in General Tire, the language of the Ef-
fects Bargaining Agreements does not show a clear and unmis-
takable waiver of the unions’ statutory right to bargain about
the discontinuation of such benefits, and here the contract pro-
vides no language stating what would happen after the con-
tract’s termination date. Kelly’s testimony that in 1994 Re-
spondent never once offered its current interpretation of the
duration language in the Effects Bargaining Agreement stands
unrebutted. Since it is clear that the issue was never “fully dis-
cussed and consciously explored” in the 1994 talks leading to
the labor agreements, there can be no waiver found in the dura-
tion clause of the Effects Bargaining Agreements. Moreover,
there is nothing clear and unmistakable about the duration lan-
guage other than the fact that the contract expires on June 6,
1997.
The Board has found such a waiver in the case of Cauthorne
Trucking, supra, which gave the employer the unilateral right to
eliminate a fringe benefit. There, the parties’ pension agree-
ment provided:

IT IS UNDERSTOOD AND AGREED that at the ex-
piration of any particular collective bargaining agreement
by and between the Union and any Company’s obligation
under this Pension Trust Agreement shall terminate,
unless, in a new collective bargaining agreement, such ob-
ligation shall be continued. [Id at 722.]

The Board held that this provision constituted a waiver. The
Board concluded that this language, explicitly stating that all
company obligations under the pension agreement shall “termi-
nate” upon expiration of the contract, expressed a clear intent to
relieve the employer of any obligation to make payments after
contract expiration. The Board premised its finding of a waiver
on the fact that the contract language explicitly addressed the
obligation to provide the benefits and the statement in the con-
tract that the obligation would terminate. This is in sharp con-
trast to the Duration Clause, which says nothing about the ter-
mination of any duties or obligations on the part of Respondent.
Subsequent cases distinguishing Cauthorne confirm that the
Board will only find a clear and unmistakable waiver of the
obligation to continue providing fringe benefits where there is
explicit contract language authorizing an employer to terminate
its obligations. In another case involving benefits, KBMS, Inc.,
278 NLRB 826 (1986), the judge noted the holding of Cau-
thorne that benefit agreements would contain waivers of the
right to continued benefits. However, the judge reiterated the
requirement that “such a waiver must be in clear and unmistak-
able language.” 278 NLRB at 849. Language requiring that
contributions be made “so long as a Producer is obligated pur-
suant to said collective bargaining agreements” did not meet
this standard. The judge distinguished Cauthorne on the ground
that this language did not “deal with the termination of the em-
ployer’s obligation to contribute to the funds.” 278 NLRB at
849.
In Schmidt-Tiago Construction Co., 286 NLRB 342 (1987),
the Board explicitly adopted the judge’s analysis of a waiver
issue. 286 NLRB at 343 fn. 7. In finding no contractual waiver,
the judge distinguished Cauthorne by stating, “This language
does not on its face, as in Cauthorne Trucking, specifically
state that Respondent’s obligation to contribute to the pension
trust fund ends with the expiration of the current collective-
bargaining contract.” 286 NLRB at 366. More recently, in Na-
tico, Inc., 302 NLRB 668 (1991), the Board again did not find a
waiver. “The contractual language does not state that the pen-
sion program will terminate on the expiration of the contract. It
appears that language to that effect is required either in the
collective bargaining agreement or in the underlying pension
agreement to satisfy a waiver condition.” 302 NLRB at 685,
citing on distinguishing Cauthorne on this basis. Similarly,
there is no language in the Duration Clause of the Effects Bar-
ALLIED SIGNAL, INC. 1229
gaining Agreement which states that the severance benefits will
terminate on expiration of the agreement.18
It can be argued that the second sentence of the Effects Bar-
gaining Agreement’s Duration clause could be construed as a
waiver. This sentence reads: “It is understood that expiration of
this Agreement shall not foreclose the post-expiration payment
to employees of bonuses or other benefits which accrued to
them because of layoff during the term of this Agreement, or
the post-expiration presentation in a timely fashion of claims
regarding matters arising out of the application of its terms
prior to the expiration date.” Reading the sentence raises the
question of the necessity for the sentence if the severance bene-
fits survived the expiration of the Agreement as a matter of law
until changed or ended in negotiations. However, this is not
clear and the only evidence relating to this sentence was offered
by Kelly. As noted earlier, Kelly testified that the language was
there to protect an employee laid off before June 6, 1997, who
would be collecting his or her severance sometime after June 6,
1997, because, for example, the employee’s 12-month waiting
period had not yet run. Kelly explained that the concept behind
the sentence was the possibility that in negotiations after the
expiration of the Agreement in 1997, Respondent may have
been in a better negotiating position and bargaining for less
severance pay than was in the Effects Bargaining Agreement.
The second sentence of the Duration clause was to ensure that
employee’s laid off prior to June 6, 1997, were protected
against this possibility.
Moreover, the second sentence of the Duration Clause only
addresses the way in which preexpiration layoffs are paid and
does not preclude the payment of postexpiration benefits. To
that extent, the language is akin to the language in General
Tire, and thus cannot constitute a clear and unmistakable
waiver.
The language of the Effects Bargaining Agreement is not
clear and unambiguous as to whether the benefits due to laid-
off employees actually terminated, or whether it was simply the
term of the Effects Bargaining Agreement that expired. If it is
the latter, as noted in detail earlier, then the benefits under the
Agreement obviously continue beyond the expiration date, just
as the benefits and wages under the collective-bargaining
agreement continued beyond the expiration date, absent a clear
and unmistakable waiver to the contrary. It must be recognized
that the Competitiveness Agreement and the Effects Bargaining
Agreement are rather unusual pieces of work, which were care-
fully drafted by Respondent’s skilled and experienced labor
negotiators. They certainly were aware in 1994 of Katz and its
progeny, and had the skill to insert such words as “benefits”,
“obligations” or “contributions” if they truly intended to shut
off the benefits payable under the Effects Agreement on June 6,
1997. Yet entirely absent from any of the exhibits offered by
Respondent, any drafts of the highlights to be covered in such
meetings, or any document referring to the bargaining sessions
at all, is there reference to Respondent’s’ belated interpretation
intended to deny hundreds of senior employees severance pay
negotiated in 1994. Moreover, there is no such reference to a
“sunset” provision in any of the documents prepared by Re-
spondent. I find that there is no clear and unmistakable waiver
contained in the Duration Clause of the Effects Bargaining

18 For the same reasons I find this case distinguishable from Cau-
thorne, I find it is distinguishable from Duck Soup Production, Inc., 16
Adv. Mem. Rptr. Sec. 26106 (1989).
Agreements, the matter of severance benefits was an existing
benefit and mandatory subject of bargaining that continued past
the expiration date of the Effects Bargaining Agreement. Re-
spondent’s failure and refusal to continue to provide such bene-
fits past that date until good faith bargaining leads to impasse or
agreement constitutes a violation of Section 8(a)(5) of the Act.
CONCLUSIONS OF LAW
1. The Respondent, AlliedSignal Aerospace, a Division of
Allied Signal, Inc., is an employer within the meaning of Sec-
tion 2(2), (6), and (7) of the Act.
2. Locals 1010 and 376, International Union, Automobile,
Aerospace & Agricultural Implement Workers of America,
UAW are labor organizations within the meaning of Section
2(5) of the Act.
3. Respondent has violated Section 8(a)(1) and (5) of the Act
by refusing subsequent to June 6, 1997, to continue to provide
benefits to bargaining unit members of Locals 376 and 1010
contained in their respective Effects Bargaining Agreements
and thereafter failing and refusing to bargain in good faith with
regard to such benefits.
4. The unfair labor practices committed by Respondent are
unfair labor practices affecting commerce within the meaning
of Section 2(6) and (7) of the Act.
REMEDY
Having found that the Respondent has engaged in certain un-
fair labor practices, I find that it must be ordered to cease and
desist and to take certain affirmative action designed to effectu-
ate the policies of the Act.
Having unlawfully failed and refused to continue to provide
benefits contained in Locals 376’s and 1010’s Effects Bargain-
ing Agreement, Respondent should be ordered to bargain in
good faith with the Unions over such benefits and restore the
status quo ante as it existed prior to June 6, 1997, and make
whole all bargaining unit members who have been denied such
benefits, including severance benefits, with interest as com-
puted in New Horizons for the Retarded, 283 NLRB 1173
(1987).
On these findings of fact and conclusions of law and on the
entire record, I issue the following recommended19
ORDER
The Respondent, AlliedSignal Aerospace, a Division of Al-
lied Signal, Inc., of Morristown, New Jersey, its officers,
agents, successors, and assigns, shall
1. Cease and desist from
(a) Failing and refusing after June 6, 1997, to continue to
provide benefits, including severance benefits, contained in its
Effects Bargaining Agreements with Locals 376 and 1010
UAW, and failing and refusing to bargain in good faith with the
Unions with respect to those benefits.
(b) In any like or related manner interfering with, restraining,
or coercing employees in the exercise of rights guaranteed by
Section 7 of the Act.
2. Take the following affirmative action necessary to effec-
tuate the policies of the Act.
19 If no exceptions are filed as provided by Sec. 102.46 of the
Board’s Rules and Regulations, the findings, conclusions, and recom-
mended Order shall, as provided in Sec. 102.48 of the Rules, be
adopted by the Board and all objections to them shall be deemed
waived for all purposes.
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 1230
(a) Restore the status quo ante as it existed prior to June 6,
1997, and make whole all bargaining unit members who have
been denied benefits, including severance benefits, contained in
the Unions’ Effects Bargaining Agreements, with interest, and
bargain in good faith with the Unions over such benefits.
(b) Preserve and, within 14 days of a request, make available
to the Board or its agents for examination and copying, all pay-
roll records, social security payment records, timecards, per-
sonnel records and reports, and all other records necessary to
analyze the amount of backpay due under the terms of this Or-
der.
(c) Within 14 days after service by the Region, post at its fa-
cility in Stratford, Connecticut, and mail a copy thereof to each
bargaining unit member laid off subsequent to June 6, 1997,20
copies of the attached notice marked “Appendix.”21 Copies of
the notice, on forms provided by the Regional Director for Re-
gion 34, after being signed by the Respondent’s authorized
representative, shall be posted by the Respondent immediately
upon receipt and maintained for 60 consecutive days in con-
spicuous places including all places where notices to employees
are customarily posted. Reasonable steps shall be taken by the
Respondent to ensure that the notices are not altered, defaced,
or covered by any other material. The Respondent shall dupli-
cate and mail, at its own expense, a copy of the notice to all

20 As the Stratford, Connecticut facility may be entirely closed as of
the date this Order becomes final, it is deemed necessary for Respon-
dent to mail the notice to all employees affected by its unlawful actions
in order to give them proper notice.
21 If this Order is enforced by a judgment of the United States court
of appeals, the words in the notice reading “Posted by Order of the
National Labor Relations Board” shall read “Posted Pursuant to a
Judgment of the United States Court of Appeals Enforcing an Order of
the National Labor Relations Board.”
current employees and former employees employed by the
Respondent at any time since June 6, 1997.
(d) Within 21 days after service by the Region, file with the
Regional Director a sworn certification of a responsible official
on a form provided by the Region attesting to the steps that the
Respondent has taken to comply.
APPENDIX
NOTICE TO EMPLOYEES
POSTED BY ORDER OF THE
NATIONAL LABOR RELATIONS BOARD
An Agency of the United States Government

The National Labor Relations Board has found that we violated the
National Labor Relations Act and has ordered us to post and abide
by this notice.

WE WILL NOT fail and refuse to continue to provide benefits,
including severance benefits, contained in our Effects Bargain-
ing Agreements with UAW Locals 376 and 1010 and WE WILL
NOT refuse to bargain in good faith with the Unions with respect
to those benefits.
WE WILL NOT in any like or related manner interfere with, re-
strain, or coerce employees in the exercise of rights guaranteed
by Section 7 of the Act.
WE WILL restore the status quo ante as it existed prior to June
6, 1977, and make whole all bargaining unit members repre-
sented by Locals 376 and 1010 who have been denied benefits,
including severance benefits, contained in the Unions’ Effects
Bargaining Agreements, with interest, and WE WILL bargain in
good faith with the Unions over such benefits.

ALLIEDSIGNAL AEROSPACE, A DIVISION OF ALLIED
SIGNAL, INC.