Agreement made and entered into this 10^th day of February 2006, by and between Local 802, Associated Musicians of Greater New York, (hereinafter the "Union") located at 322 West 48th Street, New York, New York 10036 and Roundabout Theatre Company (hereinafter the "Employer") for productions at the American Airlines Theatre and Studio 54, located respectively at 227 West 42^nd Street, New York, NY 10036 and 254 West 54^th Street, New York, NY 10019, hereinafter "Theatres."

It is agreed as follows:

I. RECOGNITION

A. The Employer hereby recognizes the Union as the exclusive collective bargaining representative for all musicians employed by the Employer at the Theatres, which musicians shall constitute the collective bargaining unit covered by the Agreement. The Employer agrees to enter into good faith negotiation over the terms and conditions of employment of musician/Employees employed or who may be employed for productions at other theatres.

B. The Union recognizes Roundabout Theatre Company as the Employer of all the musicians who perform in their productions.

II. UNION SECURITY AND DUES CHECK OFF

A. All musicians covered by this Agreement, as a condition of employment, shall be or become, members in good standing of Local 802 no later than the thirty-first (31^st) day following the beginning of employment hereunder. Musicians who are members of the Union shall remain members in good standing of the Union for the duration of their employment.

B. The Employer agrees to report to the Union within five (5) days, the names, Social Security numbers, and first day of employment of any new musicians. The Employer further agrees that upon receipt of written authorization from each musician it shall deduct from such musician’s salary the amount of his/her Local 802 work dues (3 ½ % of gross scale wages) and transmit same each month to Local 802 by no later than the 10th day of the following month.

C. The Employer shall provide one (1) hour for each of two (2) Union meetings. The purpose of these meetings is to give the Union an opportunity to discuss the provisions of this Agreement with the musicians and to elect a Union steward. The first meeting shall be within 5 days of the first cast rehearsal for rehearsal and audition musicians. The second meeting shall be within the first 5 days of orchestra rehearsals for orchestra musicians. The Employer shall provide appropriate space for these meetings at the rehearsal site. These meetings shall be contiguous with scheduled rehearsals and need not be compensated time.

D. A validation form shall constitute evidence of engagement of a musician, and a copy of the validation form shall be given to the musician and the Union. No musician shall perform unless a copy of the form is in his/her possession prior to the first rehearsal, except if Local 802 agrees otherwise.

III. SUBSCRIPTION PERIOD

A. The following terms and conditions shall be applicable during the subscription period of each new production. It is agreed that for productions at the American Airlines Theatre the subscription period shall be 18 weeks beginning with the first paid public performance. It is agreed that for productions at Studio 54 the subscription period shall be 12 weeks beginning with the first paid public performance.

B. If during the run of a particular production any other group of Employees in the Theaters should receive a wage increase mandated by a collectively bargained agreement (excluding annual or other periodic increases) prior to the end of the subscription period, then the musicians shall receive the same percentage increase.

C. Following the applicable subscription period, the Collective Bargaining Agreement between The League of American Theatres & Producers, Inc. (hereinafter, "The League"), and Associated Musicians Of Greater New York, Local 802, AFM, AFL-CIO shall apply for all wage items. However, the pension benefits shall be subject this Agreement under Article IX, PENSION.

IV. WORK WEEK

A. The workweek shall consist of eight (8) performances or less Monday through Sunday with at least one day off each week. Performances shall be three hours or less. Time worked in excess of three (3) hours shall be compensable at the rate of time and one-half (1 ½x) of the musician’s regular performance rate of pay. Each additional performance by a musician over eight (8) within the workweek shall be compensable at the rate of time and one-half (1 ½x) of the musician’s regular performance rate of pay. A third performance on any day shall be compensable at time and one-half (1 ½x) of the regular performance rates of pay.

B. All performances played on the seventh consecutive day of the work week, as defined in paragraph (A) above, whether or not in excess of eight performances, shall be compensable at the rate of time and one-half (1 ½x) the regular performance rate of pay for musicians. The time and one-half (1 ½x) premium is to be paid to the musician actually playing the performance regardless of whether it is the regular musician or substitute.

C. If the Employer desires to change the show schedule, the Employer shall inform the Theatre Department of Local 802 and the musicians at least two (2) weeks in advance of such a change.

D. If a performance is shifted to a holiday matinee or if a matinee is performed on a Monday which is designated a holiday by federal law, all musicians shall be paid at the rate of time and one-half (1 ½ x) for such shows.

V. WAGE SCALES

A. (i) The minimum weekly scale wage including the first double of 12 ½% for each musician shall be $ 1,123.98 as of March 8, 2005; $1,157.69 as of December 5, 2006; $ 1,192.42 as of December 5, 2007 $1,228.19 as of December 5, 2008; $1277.34 as of December 5, 2009. Any other premiums are in addition to the guaranteed minimum.

(ii) In the event that the Employer moves a production to a theatre not covered by the collective bargaining agreement between the League and the Associated Musicians of Greater New York, Local 802, AFM, or other major commercial labor agreement (e.g. Disney), a new agreement shall be negotiated.. The Employer agrees to notify the Union at least two weeks prior to any such move.

(iii) In the event the parties are unable to reach agreement on the terms and conditions of employment at the new theatre, the prohibitions of Article XIX hereof shall be suspended until an agreement is reached.

B. The Music Director/Conductor or Leader shall receive a fifty percent (50%) premium over and above the base scale wages herein for performance and rehearsals.

C. An Associate Conductor shall be engaged for all musical productions and shall receive a fifteen percent (15%) premium over and above the base weekly scale wages specified herein for all rehearsal and performance work.

D. The designated playing contractor shall receive a twenty five percent (25%) premium over and above the base scale wage beginning with the first orchestra rehearsal.

E. The Librarian shall receive a (twelve and one-half percent) 12 ½ % premium over and above the base scale wages during orchestra rehearsals up through the official opening and only thereafter for the week (s) in which the Librarian function is performed.

F. Audition and Rehearsal Musicians:

Orchestra Rehearsal:

2. Orchestra rehearsals terminating no later than 7:00 p.m. shall be paid at $73.13 as of March 8, 2005; $75.32 as of December 5, 2006; $77.57 as of December 5, 2007; $79.89 as of December 5, 2008 and $83.08 as of December 5, 2009 for a minimum two and one-half (2 ½ x) hour call. Rehearsals terminating after 7:00 p.m. shall be paid at the performance rate. Overtime after eight (8) hours in any day or after forty- (40) hours in a week shall be paid at time and one-half (1 ½ x) per half-hour or part thereof.

3. A dress rehearsal shall be paid at the performance rate.

4. A one (1) hour rehearsal just before or just after a performance shall be paid at the minimum rate of $47.38 per hour as of March 8, 2005; $48.80 per hour as of December 5, 2006; $50.26 per hour as of December 5, 2007; $51.77 per hour as of December 5, 2008 and $53.84 per hour as of December 5, 2009. Additional rehearsal time beyond the hour shall be paid in half-hour increments at pro rata the hourly rate.

5. All musicians or substitutes who play an instrument during any rehearsal must be paid for the entire rehearsal pursuant to this section.

6. There shall be a five- (5) minute rest period in each hour of rehearsal or at least a ten (10) minute break at the end of one and one-half hours.

Premium wages:

1. No member of an orchestra or stage band shall perform on more than two instruments during a performance or rehearsal unless he/she receives additional compensation of 6-¼% above the base scale wage.

(a) Saxophone and members of the saxophone family; however, if the bass saxophone is played as a double, it shall be paid for at the doubling rate.

(b) Bassoon and contra-bassoon;

(c) Tuba and sousaphone;

(d) Drums, consisting of bass drum, small drum, tom toms, cymbals, gongs, and traps;

(e) Tympani;

(f) Mallet played instruments: xylophone, bells, vibraphone, chimes and marimba;

(g) Latin American rhythm instruments: bongos, timbales and conga drums shall be considered as one instrument.

2. If an electronic instrument is utilized in the production, a premium of twenty-five percent (25%) of the base scale wages shall be paid to each musician playing said instrument.

3. Musicians required to wear a costume shall be paid an additional $25.00 per week. A costume shall be defined as anything other than black or tuxedo.

4. Nothing contained in this article shall prevent any individual from negotiating a wage in excess of minimum scale.

G. Other conditions:

2. Cartage instruments are defined as: Cello, Double Bass, Contrabassoon, Bass Clarinet, Baritone Saxophone, Bass Trombone, Tuba, Sousaphone, and/or amplifier, Celesta, Drum Set, Electronic Musical Set-ups, Harp, Harpsichord, Keyboard, Marimba, Timpani, Vibraphone, Xylophone and other comparably bulky instruments.

VI. VACATION

A. The Employer shall pay the sum of four percent (4%) of the weekly gross salary of each musician as vacation pay to musicians during the term of their employment.

B. Each musician shall have the right to choose the time of his/her vacation, provided, however, that not more than one musician may take a vacation at any one time without the consent of the Employer. Two (2) weeks written notice must be submitted to the conductor prior to taking a vacation of one (1) week or more.

VII. HEALTH BENEFITS

A. The Employer agrees to contribute into the Musicians' Local 802 Health Benefits Plan (HBP) an amount consistent with the schedule in Section (C) of this Article on behalf of all its musician/employees in order to provide health benefits for said musician/employees in accordance with the rules and regulations of the said plan and shall be contributed on behalf of musician/employees when on vacation or absent due to illness (up to two (2) weeks or sixteen (16) performances).

B. The Employer agrees to be bound by the provisions of the Agreement and Declaration of Trust of the Health Benefits Plan (HBP) Local 802 and the Trustees of the Musicians' Local 802 Health Benefits Plan Fund, as amended.

C. Contributions shall be in accordance with the following schedule of dates and amounts, and mailed to Local 802 AFM at 322 West 48th Street, New York, NY 10036 along with the names of covered musician/employees no later than two (2) weeks after each payday.

D. Effective January 1, 2005 through December 31, 2006, rehearsal and performance musicians shall receive a Health Benefit contribution of $7.25 per call not to exceed $58.00 per week.

E. Commencing January 1, 2007, if the Trustees of the Local 802 Musician’s Health Benefit Plan increase eligibility requirements, the Employer agrees to increase the contributions by the same percentage as the eligibility requirements for Plan A are increased.

F. The Employer shall provide individual hospitalization insurance coverage through payments to the Local 802 Theatre Sick Pay and Hospitalization Fund at the rate of $29.91 per week for the regular orchestra members. In the event there is an increase in the cost of the existing plan as determined by the Trustees, the Employer agrees to contribute the actual cost of the increase.

G. The total increases in contributions to the Local 802 HBP and the Local 802 Theatre Sick Pay and Hospitalization Fund shall be capped at $4 per week per musician in each year of the Agreement and $8 per week per musician over the duration of the Agreement.

VIII. SICK LEAVE/SICK PAY

Paid sick days shall be accumulated at the rate of one paid sick performance for every 48 performances of work and shall be used during the run of a production. Unused sick days will not be paid.

IX. PENSION

A. During the subscription period the Employer agrees to contribute an amount equivalent to nine percent (9%) of each musician’s wages as defined in Article V and VI of this Agreement (which shall be considered to be scale wages) to the American Federation of Musicians and Employers' Pension Fund. As of December 5, 2007 the pension shall increase to ten percent (10%). Effective March 8, 2005, if a production is extended beyond the subscription run the pension is 10% and increases to 11% as of December 5, 2007. However, during any year of this Agreement if a production extends fifty-two (52) weeks beyond the subscription period, the Pension contributions shall increase to fourteen and one half percent (14 ½%).

B. All contributions to the Fund shall be made by check payable to the "American Federation of Musicians and Employers' Pension Fund (AFM-EPF)." All such checks shall be accompanied by a remittance form identifying each musician for whom a contribution is made, the musician/employee's name, social security number, date(s) of engagement for which Pension is paid, scale wages on which Pension is paid and the amount of pension. The check and remittance information shall be transmitted to Local 802 AFM for forwarding to the Fund within ten (10) days following the rendering of services for which such contributions are payable. If the Employer is unincorporated, no contributions will be paid on behalf of any owner or part owner of the Employer.

C. The Employer agrees to be bound by The Agreement and Declaration of Trust establishing The American Federation of Musicians and Employer's Pension Fund, as it may be amended from time to time, which is incorporated by reference into this Agreement.

X. WITHHOLDINGS

All musician/employees are to be considered as employees for the purposes of Social Security, unemployment insurance, workers' compensation and all other withholding and insurance benefits under current law.

XI. WORKING CONDITIONS

A. The Employer shall use its best efforts to maintain the temperature in the theatre at 65^o - 75^o degrees Fahrenheit.

B. Adequate lighting shall be provided for each musician, including rehearsal musicians.

C. Pianos in the theatre shall be tuned and properly maintained.

D. Employer shall provide and maintain a safe and sanitary workplace, rest rooms, a secure locker room or dressing room and storage for instruments.

XII. NOTICE OF CLOSING/CANCELLATIONS

A. Musician/employees shall receive one week or eight- (8) performance notice of closing or layoff. The Union shall receive written notice of closing or layoff. If a production has a temporary layoff due to poor business, musician/employees shall be guaranteed run of the show, but no less than two weeks employment upon reopening.

B. The musicians and the Union shall receive not less than seven- (7) days prior notice of the date of the first reading rehearsal as well as the starting time of all scheduled rehearsals, except during the final seven days of rehearsal prior to the day of the first paid public performance, when the starting time of scheduled rehearsals may be changed upon 12 hours notice.

XIII. IDENTITY WITH THE PRODUCT

XIV. SUBSTITUTION

XV. GROUP SALES AND EVENT PROMOTIONS

A. When a musician is employed for group sales or event promotions, the musician shall be paid a base scale wage of $44.00 per hour for such event for a minimum of two hours. Overtime shall be paid in one-half hour segments at pro rata the hourly rate.

XVI. NO DISCRIMINATION

Discrimination against any musician/employee because of race, color , creed, disability, citizenship status, national, origin, martial status religion, sex, ethnic background, political affiliation, age, sexual orientation or union activity is prohibited under this Agreement.

XVII. DISMISSAL

The Employer shall have the right to dismiss musician/employees for just cause. Any dispute over dismissal shall be subject to the grievance procedure provided in Article XVIII herein.

XVIII. GRIEVANCE AND ARBITRATION PROCEDURE

Any and all disputes arising between the parties (grievance) shall be resolved as follows:

A. Such grievance shall be discussed by the Union and the Employer.

B. In the event that the grievance is not resolved within 30 days after it has first been presented, either the Employer or the Union may submit the matter to arbitration before a mutually agreeable third party. In the event the Employer and Union are unable to agree upon a third party, the demand for arbitration shall be submitted to the American Arbitration Association in New York City and conducted pursuant to the Voluntary Labor Arbitration rules of the Association.

C. The decision of the arbitrator shall be final and binding upon the parties and their members. In the event of a dismissal or other disciplinary action which causes a musician to lose wages or his/her chair, the arbitrator shall award full back wages and reinstatement if it is determined that such disciplinary action was not justified. The cost of any arbitration shall be borne equally by the parties.

D. In the event of a dismissal for alleged artistic reasons the musician shall continue in his/her chair until and unless the dispute is settled in favor of the Employer.

XIX. NO STRIKES - NO LOCKOUTS

XX. UNION BUSINESS REPRESENTATIVE

Union Business Representatives shall be permitted to visit the theatre to monitor contract enforcement provided, however, that they shall not interfere in any way with a performance or rehearsal, and provided further that Union Representatives shall be neatly attired and shall observe the civilities and decorum of the occasion.

XXI. CONTRIBUTORS

The Employer will not require any employee covered by this agreement to make a contribution to the Roundabout Theater Company.

XXII. POSTING BOND

Employer shall post with the Union a bond equal to two week's wages, pension and health benefits for the orchestra and a bond sufficient to cover two week's anticipated Music Preparation wages, pension and health benefits, if applicable, prior to the first day of employment or $5,000, whichever is higher.

XXIII. MUSIC PREPARATION

All arranging, orchestration, copying and other music preparation services shall be paid according to the terms and conditions for such services contained in the collective bargaining agreement between Local 802 and the League, except that Health and pension contributions for such service shall be paid according to the Local 802 General Price List, provided however, that benefit payments shall not exceed those that would be required under The League Agreement then in effect,

XXIV. SUCCESSORS AND ASSIGNS

In the event the Employer sells, transfers or assigns his/her/its rights to a production, both the original Employer and any transferee or assignee shall be individually and jointly liable for the complete performance of this Agreement. A successor shall be defined as any person(s), corporations, partnerships or other legal entity which receives the rights of the Employer to present the production for public performance, whether or not said entity hires a majority of the former musicians.

XXV INSTRUMENTATION

A. Commencing on the effective date of this Agreement and continuing for one year, or until the completion of the Union’s upcoming negotiations with The League, whichever is later, there shall be no use of any virtual orchestra machine. Compositions written expressly for live musician(s) with synthesized, electronic or pre-recorded sound, but excluding the use of the virtual orchestra machine, will also be acceptable.

B. If, upon the completion of negotiations between the Union and The League, an agreement is reached with respect to virtual orchestras, such agreement shall replace paragraph A above.

C. If the Union and The League do not reach an agreement with respect to virtual orchestras, paragraph A above shall be void. 

XXVI. RECORDING

A. No performance shall be recorded, reproduced or transmitted in any manner whatsoever from the place of performance or any other location unless there is a specific written agreement with Local 802 or the American Federation of Musicians (AFM) relating to and permitting such recording, reproduction or transmission.

B. No musician/employee shall be discharged or penalized in any manner whatsoever if said musician/employee refuses to play or work on a recording, reproduction or transmission of any kind for which there is no written agreement with Local 802 or the AFM.

C. The New York Public Library for the Performing Arts shall be permitted to make an archival recording under the terms of the currently existing agreement between the AFM and the New York Public Library for the Performing Arts.

XXVII. OTHER PRODUCTIONS

In the event the Employer or its successor (as defined in Article XXIV of this Agreement) mounts another production of a show, the Employer agrees that the musician/employees of said production shall be engaged pursuant to an agreement with Local 802 or the American Federation of Musicians (AFM) or another AFM local, whichever is applicable in accordance with AFM rules, regulations and Bylaws.

XXVIII. SEPARABILITY

In the event that one or more clauses or terms of this Agreement are found to be in violation of the law, all remaining clauses and terms shall remain in full force and effect.

XXIX. ACKNOWLEDGMENT OF THE UNION

A. The Employer agrees to insert the following line into the program: "The Musicians employed in this production are members of and represented by the Associated Musicians of Greater New York, Local 802 of the American Federation of Musicians" and to include the logo of Local 802. Local 802 shall provide the logo.

B. The names of the regular orchestra members will be included in the Playbill listing in a type no smaller than that afforded the understudies' listing or immediately preceding the "Who's Who in the Cast."

C. The Employer agrees that if the cast is introduced, the musicians will also be acknowledged and when possible, the conductor individually.

XXX. DURATION

The duration of this Agreement shall be March 8, 2005 through December 4, 2010 except for Article XIII, IDENTITY WITH THE PRODUCT, Article XXIV, SUCCESSORS and ASSIGNS and Article XXVII, OTHER PRODUCTIONS, which shall remain in effect for three years following the ending date of this Agreement. Sixty- (60) days prior to the termination date of this Agreement either party may contact the other for the purpose of negotiating a new agreement.

XXXI. RATIFICATION

Once this Agreement is fully executed it will be subject to the ratification of the Local 802 Executive Board. The Employer will be notified of said ratification.