COMPETITIVE WITH THOSE OFFERED ELSEWHERE BY CSC,
UNLESS SUCH CSC EMPLOYEE RESIGNS FROM HIS OR HER EMPLOYMENT, OR TERMINATES HIS
OR HER CONTRACT WITH CSC (OTHER THAN IN CIRCUMSTANCES IN WHICH SUCH CSC EMPLOYEE
IS CLAIMING CONSTRUCTIVE DISMISSAL), OR IS UNABLE TO WORK OWING TO MENTAL OR
PHYSICAL INCAPACITY FOR A PERIOD EXCEEDING [***], OR IS REASONABLY DISMISSED OR
TERMINATED BY CSC FOR MISCONDUCT.
10.4.2
CSC SHALL NOT REPLACE A PERSON FILLING A KEY CSC POSITION WITHOUT
FIRST COMPLYING IN FULL WITH SECTION 10.3 AND:
(A)
DEMONSTRATING TO TEXTRON'S SATISFACTION THAT THE NEW PERSON IS FULLY
QUALIFIED TO MEET THE REQUIREMENTS OF THE KEY CSC POSITION; AND
(B)
OBTAINING TEXTRON'S PRIOR WRITTEN APPROVAL.
10.5
USE AND COMPLIANCE OF CSC PERSONNEL
CSC shall:
10.5.1
USE AN ADEQUATE NUMBER OF CSC PERSONNEL TO PROVIDE THE SERVICES;
10.5.2
CAUSE ALL CSC PERSONNEL WHO PERFORM THE SERVICES TO BE PROPERLY
TRAINED AND CAPABLE OF MEETING THE REQUIREMENTS OF THE SERVICES TASKS ASSIGNED
TO THEM IN A PROFESSIONAL AND TIMELY MANNER AND TO A STANDARD ACCEPTABLE TO
TEXTRON, PROVIDED HOWEVER THAT ALL IN-SCOPE EMPLOYEES PERFORMING WORK SIMILAR TO
THE WORK THEY PERFORMED PRIOR TO THE APPLICABLE HANDOVER DATE SHALL BE DEEMED TO
FULFILL THIS REQUIREMENT WITH RESPECT TO SERVICES OF THE TYPE PERFORMED AS OF
SUCH HANDOVER DATE;
10.5.3
REQUIRE THAT ALL CSC PERSONNEL COMPLY WITH:
(A)
ANY APPLICABLE POLICIES OR PROCEDURES IDENTIFIED BY TEXTRON TO CSC
FROM TIME TO TIME WHICH SHALL INCLUDE, WITHOUT LIMITATION, ANY HEALTH OR SAFETY
REQUIREMENTS, BUILDING ACCESS AND SECURITY PROCEDURES AND POLICIES RELATING TO
CONDUCT OF PERSONNEL ADMITTED TO TEXTRON'S (OR A THIRD PARTY'S) PREMISES; AND
(B)
CSC'S OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO CONFIDENTIAL
INFORMATION AND DATA SECURITY; AND
10.5.4
INVOLVE ONLY CSC PERSONNEL WHO ARE AUTHORIZED IN ACCORDANCE WITH
THE PROVISIONS OF THIS SECTION 10 IN SUPPLYING THE SERVICES.
10.6
TURNOVER OF CSC PERSONNEL
Textron and CSC agree that it is in their best interests to minimize the
turnover rate of CSC employees performing the Services and employees of CSC
Subcontractors that are substantially dedicated to performing the Services (the
"Turnover Rate").
Accordingly, CSC shall use commercially reasonable efforts
keep the Turnover Rate to a level comparable to industry norms.
If CSC is
experiencing performance failures and Textron notifies CSC that Textron deems
the Turnover Rate contributes to such failures and is not acceptable, CSC shall
as soon as reasonably practicable:
33
10.6.1
PROVIDE TO TEXTRON SUFFICIENT DATA TO ESTABLISH THE ACTUAL EXTENT
OF THE TURNOVER RATE INCLUDING, IN PARTICULAR, THE TURNOVER RATE AMONG CSC
EMPLOYEES AND EMPLOYEES OF CSC SUBCONTRACTORS THAT ARE SUBSTANTIALLY DEDICATED
TO PERFORMING THE SERVICES;
10.6.2
MEET WITH TEXTRON TO DISCUSS THE IMPACT OF THE LEVEL OF THE
TURNOVER RATE; AND
10.6.3
SUBMIT TO TEXTRON A PROPOSAL FOR REDUCING THE TURNOVER RATE.
10.7
REPLACEMENT OF CSC PERSONNEL AT TEXTRON'S REQUEST
10.7.1
TEXTRON MAY NOTIFY CSC AT ANY TIME DURING THE TERM THAT TEXTRON
REQUIRES CSC TO REPLACE ANY OF THE CSC PERSONNEL DIRECTLY PROVIDING OR ADVERSELY
AFFECTING THE SERVICES FOR THE