AGREEMENT This Agreement is by and between GIANT EAGLE MARKETS COMPANY, 101 Kappa Drive, Pittsburgh, Pennsylvania 15238, hereinafter referred to as the "Company," and the UNITED FOOD AND COMMERCIAL WORKERS UNION, LOCAL #23, 345 Southpointe Boulevard, Suite 300, Canonsburg, PA 15317, chartered by the United Food and Commercial Workers International Union, hereinafter referred to as the "Union." Article 1 Purpose and Intent 1.1 The Company and the Union each represents that the purpose and the intent of this Agreement is to promote cooperation and harmony, to recognize mutual interests, to provide a channel through which information and problems may be transmitted from one to the other, to formulate rules to govern the relationship between the Union and the Company, to promote efficiency and customer service, and to set forth herein the basic agreements covering rates of pay, hours of work, and conditions of employment. Article 2 Recognition and Jurisdiction 2.1AThe Company recognizes the Union as the sole and exclusive bargaining agent for Grocery, Bakery and Produce Department employees working in the Company's stores as clerks which are operated which may be operated in the various counties of Pennsylvania, Ohio and West Virginia as defined by the jurisdiction of Local 23 - United Food and Commercial Workers International Union. Such employees shall be engaged in the handling or selling of merchandise, including foods packed in cans or jars, canned fish, butter, eggs, baked goods prepared both on and off the premises, frozen foods, (excluding those frozen foods customarily and normally handled and sold in the Meat Department), produce, and all other merchandise handled and sold in the store area. The Company can assign frozen food work and Beer and Wine to either or both bargaining units at its discretion. This provision shall exclude those employees who are covered by another Collective Bargaining Agreement. 2.1B The number of excluded positions shall be determined by each store’s format listed below. These excluded positions shall be non-union positions and can perform all bargaining unit work in the Company’s stores. The Company may elect to use a Union Lead in place of an excluded Team Leader in any department. In all departments, the Company also may use a Union Lead in addition to an Excluded Team Leader. The Company currently has four formats; Market District, Signature, Traditional and Small Market. The number of exclusions in each format is: Market District - twenty-five (25); Signature - twenty-two (22); Traditional - twelve (12); Small Market - ten (10). In Market District stores, if needed in the Company’s discretion, the Company has the right to have three (3) non-Union Team Leaders on the front ends and three (3) non-Union Team Leaders on the back ends of the stores. The Company will give prior notice before adding a non-Union department head position in a Market District store. In Market District stores, the Company shall have the right to create the following non-union positions: Graphic Artist, Registered Dietician, and Confidential Employee. Graphic Artists as of June 24, 2007, will be given the option whether to leave or remain in the Union. Graphic Artists who 1 Article 2 – Recognition and Jurisdiction (Continued): elect to remain in the Bargaining Unit shall be red circled under this Agreement. All future Graphic Artist positions will be excluded from the Bargaining Unit. Assistant Bakery and Assistant Produce Team Leaders 2.1C It is understood the Company shall create and/or maintain the position of Assistant Bakery Team Leaders and Assistant Produce Team Leaders in Market District and Signature stores and may create, maintain or eliminate Assistant Bakery Team Leaders and Assistant Produce Team Leaders in Traditional and Small Market stores under the following terms and conditions: 1. The position will be full-time. 2. Employees will be selected through the Company’s team leader training program. 3. Selected employees will receive a one dollar and fifty cents ($1.50) per hour premium above their existing hourly rate of pay. 4. The Company may remove employees from these positions at the Company’s discretion. The affected employee may return to their former position and rate of pay. 2.1D The Company agrees to create a Union position of Office Lead where there is no Office Team Leader, Back Door Receiver Lead, Dairy Lead, HBC/HBW Lead and a Frozen Food Lead. The Company will create a Fuel Station Lead (where a Fuel Station exists on the Giant Eagle pad site covered by this Agreement), Beer and Wine Lead in Pennsylvania, Liquor Lead (West Virginia Locations). Union Lead positions will be full-time positions. The selected employee will receive a one dollar and fifty cents ($1.50) per hour premium above their existing rate. 2.1E. Lead Positions 1. In all stores, the Company agrees to create and/or maintain a Union Position of Office Lead where there is no Office Manager, Back Door Receiver Lead, POS Lead, Beer & Wine Lead (in stores with a Beer & Wine department) in Pennsylvania, Fuel Station Lead (where a Fuel Station exists on the Giant Eagle pad site covered by this Agreement), and Liquor Lead (West Virginia Locations), and Specialty Foods Lead in Market District stores only. 2. In all stores, the Company may create, maintain, or eliminate a Gift Card Lead, Front End Coordinator Lead, Floral Designer Lead, Grocery Lead, Night Crew Lead and Payroll Lead. 3. In Market District stores, the Company agrees to create and/or maintain Maintenance Lead, Specialty Foods Lead, Cake Decorator Lead, Bakery Production Lead and Bakery Counter Lead. 4. In Market District and Signature stores, the Company also agrees to create and/or maintain Dairy Lead, HBC/HBW Lead, and Frozen Food Lead. 5. In Signature stores, the Company may create, maintain, or eliminate a Specialty Food Lead position. 2 Article 2 – Recognition and Jurisdiction (Continued): 6. In traditional and small market stores, the Company may create, maintain, or eliminate a Dairy lead, HBC/HBW lead, Frozen Food leads. 7. Union Lead positions will be full-time positions. 8. The Company has the right to rotate lead positions within the same store. 9. The selected employee in the above lead positions will receive a one dollar and fifty cents ($1.50) per hour premium above his/her existing rate. 10. The Company shall also have the discretion to create, maintain or eliminate other lead positions. 2.1F An employee acting as relief for and filling the job of Produce Team Leader, Night Crew Team Leader, Bakery Team Leader, Health, Beauty and Wellness Team Leader (HBW), Floral Team Leader, Office Lead, Back Door Receiving Lead, Dairy Lead, Car Wash Lead, HBC/HBW Lead, Fuel Station Lead (where a Fuel Station exists on the Giant Eagle pad site covered by this Agreement), Beer and Wine Lead, Liquor Lead, POS Lead, and a Frozen Food Lead. 2.1G Employees classified Assistant Department Team Leaders and Leads shall not be bound by Article 10.6 of this agreement and shall be scheduled according to the business needs of the store in which assigned. 2.1H Inventory Team Leader If the Company introduces a new inventory system, the Company will interview employees who currently have inventory responsibility. If the employees are qualified as determined by the Company, the Company will designate them as leads, and they will receive a one dollar and fifty cents ($1.50) per hour premium. Such employees will be red-circled, and if a vacancy occurs the position will be replaced by a Non-Union Inventory Team Leader. If there are no qualified employees as determined by the Company, the Company will have the right to hire a Non-Union Inventory Team Leader from outside the Company. 2.2 This Agreement shall be binding upon the parties hereto, their heirs, successors and assignees. Subject to Article 9, in the event of a bona fide sale or transfer of any store covered by this Agreement during the term hereof, the new owner or such transferee shall be notified of the obligation of this Agreement and shall be required to become a party hereto. The Employer is permitted to establish specialty shops operated by other companies. If the specialty shop becomes 100% owned by Giant Eagle, the non-management employees in the shop will become part of the bargaining agreement. Article 3 Management Rights 3.1 The management of the business and the direction of the work force, including, but not limited to the right to plan, direct, and control store operations; the right to discontinue departments or portions thereof; to establish merchandising and pricing policies; determine what work will be performed and what products handled; the right to utilize outside floor, specialized and/or janitorial cleaning services, on an as needed, but in no event more than twice per month; to obtain and sell pre- 3 Article 3 – Management Rights (Continued): cut, pre-packaged, pre-processed, pre-priced, etc.; to hire, suspend, or discharge for just cause; to promote and/or demote; to assign and allocate work; to transfer employees because of lack of business or for other legitimate reasons; consolidate jobs; to study or introduce new or improved work methods or facilities; and/or processes (centralized or decentralized); to introduce new equipment and/or technological processes; to establish and maintain reasonable rules and regulations covering the operation of the store including the right to develop and implement engineered labor standards including discipline and incentives; implementation of reasonable suspicion and post-accident drug and alcohol testing as reflected in the current policy, in addition, the Company may perform a drug and alcohol test within an employee’s first thirty (30) days of employment; to layoff; schedule employees, including the right to grant a requested schedule restriction.