Common use of Employees and Independent Contractors Clause in Contracts

Employees and Independent Contractors. The Disclosure Letter sets forth ------------------------------------- a list of all of AEMI's employees, together with (i) their titles or responsibilities, (ii) their social security numbers and states or countries of residence, (iii) their current salaries or wages, (iv) their dates of hire, (v) their last compensation changes and the dates on which such changes were made, (v) any specific bonus, commission or incentive plans or agreements for or with them, including all bonuses, commissions and incentives paid during the past twelve months, and (vi) any outstanding loans or advances made to them. The Disclosure Letter sets forth a list of all sales representatives and independent contractors engaged by AEMI, their tax identification numbers and states or countries of residence, their payment arrangements and a brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts listed in the Disclosure Letter and except for any limitations of general application which may be imposed under applicable employment Laws, AEMI has the right to terminate the employment of each of its employees at will and without incurring any penalty or liability other than liability for severance pay in accordance with AEMI's disclosed severance pay policy. AEMI is in full compliance with all Laws respecting employment practices, except where the failure to so comply would not be Material to AEMI. AEMI's relations with its employees are currently on a good and normal basis, and there have been no strikes or labor disputes involving AEMI. AEMI is not subject to any Contract with any labor union, and to the knowledge of AEMI and the Sellers, no labor union has sought to represent any employees of AEMI. No employee of AEMI has indicated an intention to terminate his or her employment with AEMI. Neither AEMI nor any Seller has any knowledge or belief that the transactions contemplated by this Agreement will adversely affect relations with AEMI's employees.

Employees and Independent Contractors. The Disclosure Letter sets forth ------------------------------------- Schedule 4.13A is a list of -------------------------------------- all of AEMISeller's employees, together with employees engaged (ifull time or part time) in the Division's business and (a) their titles or responsibilities, ; (iib) their social security numbers and states or countries principal residence address; (c) their dates of residence, hire; (iiid) their current salaries or wages, ; (iv) their dates of hire, (ve) their last compensation changes and the dates on which such changes were made, ; (vf) any specific bonus, commission or incentive plans or agreements for or with them, including all bonuses, commissions and incentives paid during the past twelve months, ; and (vig) any outstanding loans or advances made to them. The Disclosure Letter sets forth Schedule 4.13B is a list of all sales representatives and independent contractors engaged by AEMIin Division's business, their tax identification numbers and states or countries of residence, their payment arrangements (if not set forth in a Contract listed or described on Schedule 4.12), and a brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts listed in the Disclosure Letter on Schedule 4.12 and except for any limitations of general application which may be imposed under applicable employment Laws, AEMI Seller has the right to terminate the employment of each of its employees engaged in the Division's business at will and to terminate the engagement of any of its independent contractors engaged in the Division's business without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay in accordance with AEMISeller's disclosed severance pay policy. AEMI Seller is in full compliance in all material respects with all Laws respecting employment practices. Seller has never been a party to or bound by any union or collective bargaining Contract, except where nor is any such Contract currently in effect or being negotiated by or on behalf of Seller with respect to the failure to so comply would Division's business. Seller has not be Material to AEMI. AEMI's relations with its employees are currently on a good and normal basis, and there have been no strikes or labor disputes involving AEMI. AEMI is not subject to any Contract with experienced any labor union, and problem that was or is material to the knowledge of AEMI and Division's business. Except as indicated on Schedule 4.13A, to the SellersSeller's knowledge, since September 1, 1997, no labor union has sought to represent any employees of AEMI. No key employee of AEMI Seller engaged in the Division's business has indicated an intention to terminate his or her employment with AEMI. Neither AEMI nor any Seller has any knowledge or belief that the transactions contemplated by this Agreement will adversely affect relations with AEMI's employeesSeller.

Employees and Independent Contractors. The Disclosure Letter sets forth ------------------------------------- Schedule 4.14A is a list of all of AEMISeller's employees, together with employees excluding Maximis employees and (ia) their titles or responsibilities, ; (iib) their social security numbers and states or countries principal residence address; (c) their dates of residence, hire; (iiid) their current salaries or wages, ; (iv) their dates of hire, (v) their last compensation changes and the dates on which such changes were made, (ve) any specific bonus, commission or incentive plans or agreements for or with them, including all bonuses, commissions and incentives paid during the past twelve months, ; and (vif) any outstanding loans or advances made to them. The Disclosure Letter sets forth Seller has delivered to Buyer an accurate and complete list of all bonuses, commissions and incentives paid to the employees listed on Schedule 4.14A at any time during the past period from January 1, 1996 through February 28, 1997. Schedule 4.14B is a list of all sales representatives and independent contractors engaged by AEMISeller, their tax identification numbers and states or countries of residence, their payment arrangements (if not set forth in a Contract listed or described on Schedule 4.13), and a brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts listed in the Disclosure Letter on Schedule 4.13 and except for any limitations of general application which may be imposed under applicable employment Laws, AEMI Seller has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay in accordance with AEMISeller's disclosed severance pay policy. AEMI Seller is in full compliance in all material respects with all Laws respecting employment practices. Seller has never been a party to or bound by any union or collective bargaining Contract, except where the failure to so comply would nor is any such Contract currently in effect or being negotiated by or on behalf of Seller. Since January 1, 1994, Seller has not be Material to AEMI. AEMI's relations with its employees are currently on a good and normal basis, and there have been no strikes or labor disputes involving AEMI. AEMI is not subject to any Contract with experienced any labor unionproblem that was or is material to Seller. Except as set forth on Schedule 4.14, and since April 1, 1996, each of Seller's employees have signed an employee agreement which contains certain restrictive covenants substantially in the form attached to Schedule 4.14. Except as set forth on Schedule 4.14, since April 1, 1996, each of Seller's contractors have signed agreements with Seller containing appropriate restrictions with respect to the knowledge protection of AEMI proprietary and confidential information and the Sellersownership of items developed by such contractor. Except as indicated on Schedule 4.14A, since January 1, 1997, no labor union has sought to represent any employees of AEMI. No employee of AEMI Seller having an annual salary of $80,000 or more has indicated an intention given notice to terminate his or her employment with AEMI. Neither AEMI nor any Seller has any knowledge or belief that the transactions contemplated by this Agreement will adversely affect relations with AEMI's employeesSeller.

Employees and Independent Contractors. The Disclosure Letter sets forth ------------------------------------- a list of all of AEMISeller's employees, together with (i) their titles or responsibilities, (ii) their social security numbers and states or countries of residence, (iii) their current salaries or wages, (iv) their dates of hire, (v) their last compensation changes and the dates on which such changes were made, (v) any specific bonus, commission or incentive plans or agreements for or with them, including all bonuses, commissions and incentives paid during the past twelve months, and (vi) any outstanding loans or advances made to them. The Disclosure Letter sets forth a list of all sales representatives and independent contractors engaged by AEMISeller, their tax identification numbers and states or countries of residence, their payment arrangements and a brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts listed in the Disclosure Letter and except for any limitations of general application which may be imposed under applicable employment Laws, AEMI Seller has the right to terminate the employment of each of its employees at will and without incurring any penalty or liability other than liability for severance pay in accordance with AEMISeller's disclosed severance pay policy. AEMI Seller is in full compliance with all Laws respecting employment practices, except where the failure to so comply would not be Material to AEMISeller. AEMISeller's relations with its employees are currently on a good and normal basis, and there have been no strikes or labor disputes involving AEMISeller. AEMI Seller is not subject to any Contract with any labor union, and to the knowledge of AEMI and the SellersSeller, no labor union has sought to represent any employees of AEMISeller. No employee of AEMI Seller has indicated an intention to terminate his or her employment with AEMISeller. Neither AEMI nor any Seller has does not have any knowledge or belief that the transactions contemplated by this Agreement will adversely affect relations with AEMISeller's employees.

Employees and Independent Contractors. The Disclosure Letter sets forth ------------------------------------- Company has made available to Parent a list list, as of the date of this Agreement, of all of AEMI's employees, together with the employees of the Company and its Subsidiaries and (ia) their titles or responsibilities, ; (iib) their social security numbers and states or countries the dates of residence, hire; (iiic) their current salaries or wageswages and all bonuses, commissions and incentives paid at any time during the past twelve months; (iv) their dates of hire, (vd) their last compensation changes and the dates on which such changes were made, ; (ve) any specific current bonus, commission or incentive plans or agreements for or with them, including all bonuses, commissions and incentives paid during the past twelve months, ; and (vif) any outstanding loans or advances made to them. The Disclosure Letter sets forth Company has made available to Parent a list list, as of the date of this Agreement, of all sales representatives and independent contractors engaged by AEMI, the Acquired Companies and (a) their tax identification numbers and states state or countries country of residence, ; (b) their payment arrangements arrangements; and a (c) brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts listed in the Disclosure Letter and except for any limitations of general application which may be imposed under applicable employment LawsLaw, AEMI each of the Acquired Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay in accordance with AEMI's disclosed such Acquired Company’s severance pay policy. AEMI Except as listed in Section 3.15 of the Company Disclosure Letter, none of the Acquired Companies is in full compliance with all Laws respecting employment practicesa party to or bound by any union or collective bargaining agreement, except where nor is any such union or collective bargaining agreement currently being negotiated by or on behalf of any of the failure to so comply would not be Acquired Companies. Since November 1, 1999, none of the Acquired Companies has experienced any strike, work stoppage, work slowdown, lockout or union organizing activity that has had a Material to AEMI. AEMI's relations with its employees are currently on a good and normal basisAdverse Effect, and nor is there have been no strikes or labor disputes involving AEMI. AEMI is not subject to any Contract with any labor unionnow pending or, and to the knowledge of AEMI the Company, threatened any strike, work stoppage, work slowdown, lockout or union organizing activity which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has historically used commercially reasonable efforts to execute agreements with independent contractors that contain restrictions that adequately protect the proprietary and confidential information of the SellersAcquired Companies and vest in the Acquired Companies the full ownership of items developed by such contractor. There are no controversies pending or, to the knowledge of the Company, threatened between the Company or its Subsidiaries and any of their respective employees, except for such controversies which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as listed in Section 3.15 of the Company Disclosure Letter, there are no unfair labor union has sought practice complaints, grievances or labor arbitration proceedings pending or to represent any employees the knowledge of AEMIthe Company, threatened. No employee of AEMI has indicated an intention to terminate his or her employment with AEMI. Neither AEMI Since November 1, 2000, neither the Company nor any Seller of its Subsidiaries has effectuated (i) a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act (“WARN Act”), affecting any single site of employment or one or more facilities or operating units within any single site of employment or facility of the Company or any of its Subsidiaries or (ii) a “mass layoff” (as defined in the WARN Act) affecting any single site of employment or facility of the Company or any of its Subsidiaries; nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any state, local or foreign law or regulation similar to the WARN Act. To the knowledge or belief that of the transactions contemplated by Company, neither the Company’s nor any of its Subsidiaries’ employees has suffered an “employment loss” (as defined in the WARN Act) in the ninety (90) days prior to the date of this Agreement will adversely affect relations with AEMI's employeesAgreement.

Employees and Independent Contractors. The Disclosure Letter sets forth ------------------------------------- Schedule 4.13A is a list of all of AEMISeller's employees, together with employees engaged (ifull time or part time) in the Division's business and (a) their titles or responsibilities, ; (iib) their social security numbers and states or countries principal residence address; (c) their dates of residence, hire; (iiid) their current salaries or wages, ; (iv) their dates of hire, (ve) their last compensation changes and the dates on which such changes were made, ; (vf) any specific bonus, commission or incentive plans or agreements for or with them, including all bonuses, commissions and incentives paid during the past twelve months, ; and (vig) any outstanding loans or advances made to them. The Disclosure Letter sets forth Schedule 4.13B is a list of all sales representatives and independent contractors engaged by AEMIin Division's business, their tax identification numbers and states or countries of residence, their payment arrangements (if not set forth in a Contract listed or described on Schedule 4.12), and a brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts listed in the Disclosure Letter on Schedule 4.12 and except for any limitations of general application which may be imposed under applicable employment Laws, AEMI Seller has the right to terminate the employment of each of its employees engaged in the Division's business at will and to terminate the engagement of any of its independent contractors engaged in the Division's business without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay in accordance with AEMISeller's disclosed severance pay policy. AEMI Seller is in full compliance in all material respects with all Laws respecting employment practices. Seller has never been a party to or bound by any union or collective bargaining Contract, except where nor is any such Contract currently in effect or being negotiated by or on behalf of Seller with respect to the failure to so comply would Division's business. Seller has not be Material to AEMI. AEMI's relations with its employees are currently on a good and normal basis, and there have been no strikes or labor disputes involving AEMI. AEMI is not subject to any Contract with experienced any labor union, and problem that was or is material to the knowledge of AEMI and Division's business. Except as indicated on Schedule 4.13A, to the SellersSeller's knowledge, since September 1, 1997, no labor union has sought to represent any employees of AEMI. No key employee of AEMI Seller engaged in the Division's business has indicated an intention to terminate his or her employment with AEMI. Neither AEMI nor any Seller has any knowledge or belief that the transactions contemplated by this Agreement will adversely affect relations with AEMI's employeesSeller.

Employees and Independent Contractors. The Disclosure Letter sets forth ------------------------------------- Schedule 4.13 (under the heading “Polymers” with regard to the employees and Independent Contractors engaged in the Polymers Business, and under the heading “Base Chemicals” with regard to the employees and Independent Contractors engaged in the Base Chemicals Business) contains a list of all of AEMI's employeesthe employees (whether full-time, part-time or otherwise) and all of the Independent Contractors employed or contracted by the Sellers or their Affiliates primarily in connection with the Business, in each case as of the Original APA Date, specifying their position, status, annualized salary, hourly wages or consulting or other independent contractor fees, as applicable, date of hire (or entry into an independent contractor agreement), work location, length or hours of service, together with (i) their titles a notation next to the name of any employee or responsibilities, (ii) their social security numbers and states or countries of residence, (iii) their current salaries or wages, (iv) their dates of hire, (v) their last compensation changes and Independent Contractor on such list who is subject to any Employment Agreement aside from the dates on which such changes were made, (v) any specific bonus, commission or incentive plans or agreements for or with them, including all bonuses, commissions and incentives paid during the past twelve months, and (vi) any outstanding loans or advances made to themLabor Agreements. The Disclosure Letter Schedule 4.13 sets forth a list of all sales representatives such Employment Agreements, and independent contractors engaged by AEMIthe Sellers have provided to the Purchaser true and correct copies of each such Employment Agreement. To the Sellers’ Knowledge, their tax identification numbers and states except as set forth in Schedule 4.13, the Employment Agreements or countries the Labor Agreements, none of residence, their payment arrangements and a brief description the Sellers nor any of their jobs respective Affiliates has made a binding commitment (written or projects currently otherwise) to any Business Employee or Independent Contractor with respect to compensation, promotion, retention, termination, or severance in progressconnection with the transactions contemplated by this Agreement. Except None of the Sellers nor their Affiliates has received a pending claim from any Governmental Entity to the effect that such Person has improperly classified as limited an independent contractor any Person named as an Independent Contractor on Schedule 4.13. Unless otherwise indicated on Schedule 4.13, as of the Original APA Date, no Business Employee or Independent Contractor has given written notice, or has been given notice by any employment Contracts listed in of the Disclosure Letter and except for Sellers or any limitations of general application which may be imposed under applicable employment Lawstheir Affiliates, AEMI has the right to terminate the employment of each of its employees at will and without incurring any penalty or liability other than liability for severance pay in accordance with AEMI's disclosed severance pay policy. AEMI is in full compliance with all Laws respecting employment practices, except where the failure to so comply would not be Material to AEMI. AEMI's relations with its employees are currently on a good and normal basis, and there have been no strikes or labor disputes involving AEMI. AEMI is not subject to any Contract with any labor union, and to the knowledge of AEMI and the Sellers, no labor union has sought to represent any employees of AEMI. No employee of AEMI has indicated an intention intent to terminate his or her employment or independent contractor relationship with AEMI. Neither AEMI nor any Seller has of the Sellers or any knowledge or belief that the transactions contemplated by this Agreement will adversely affect relations with AEMI's employeesof their Affiliates.