DEPARTING PERSONNEL.
THE FOREGOING SENTENCE SHALL NOT AFFECT BE'S CONTINUING OBLIGATION TO PERFORM
THE TRANSITION SERVICES IN ACCORDANCE WITH THIS TRANSITION AGREEMENT.
IF ANY
PERSONNEL THAT DEPART THE PROJECT ARE REHIRED BY BE PRIOR TO THE EXPIRATION OF
THE INITIAL TERM OR, IF APPLICABLE, THE RENEWAL TERM, BE SHALL PROMPTLY INFORM
HT (TO THE EXTENT EITHER BE CONTRACT EXECUTIVE BECOMES AWARE OF SUCH REHIRING)
AND, UPON HT'S REQUEST (WITHOUT REGARD TO HOW HT LEARNS OF SUCH REHIRING),
RETURN SUCH PERSONNEL TO THE PROJECT.
3.2.
Employee Solicitation.
HT (or the Successor
Provider) will have the right to extend offers of employment to any or all of BE
personnel identified in Attachment 9 hereto subject to the terms set forth in
Attachment 9.
3.3.
Incentive Program.
The Parties will cooperate
to encourage retention and performance of BE personnel on the HT account during
the Transition.
As part of these efforts, each Party will:
(A)
COOPERATE TO IMPLEMENT THE TRANSITION BONUS
PLAN DESCRIBED IN ATTACHMENT 9.
(B)
DESIGNATE AN EXECUTIVE SPONSOR TO OVERSEE
MATTERS RELATED TO PERSONNEL RETENTION DURING THE TRANSITION AND MAKE SUCH
EXECUTIVE SPONSOR AVAILABLE PERIODICALLY TO DISCUSS PERSONNEL AND RETENTION
ISSUES.
THE INITIAL EXECUTIVE SPONSOR FOR HT IS LOREN TOBEY AND THE INITIAL
EXECUTIVE SPONSOR FOR BE IS DAVID FREY;
(C)
COORDINATE COMMUNICATIONS TO BE PERSONNEL
REGARDING TRANSITION AND THE TRANSITION BONUS, INCLUDING COMMUNICATIONS MADE AT
THE TIME THE TRANSITION BONUS IS ANNOUNCED; AND
(D)
PARTICIPATE IN PERIODIC MEETINGS WITH BE
PERSONNEL TO DISCUSS ISSUES OF MORALE AND OTHER MATTERS.
ARTICLE IV.
PAYMENT
4.1.
PAYMENT
(A)
IN CONSIDERATION FOR THE MUTUAL COVENANTS
SET FORTH IN THE SETTLEMENT AGREEMENT AND THIS TRANSITION AGREEMENT, BE WILL
PROVIDE THE TRANSITION SERVICES, AS SPECIFIED HEREIN, AT NO CHARGE DURING THE
INITIAL TERM.
(B)
AFTER THE EXPIRATION OF THE INITIAL TERM,
EXCEPT TO THE EXTENT SET FORTH IN SECTION 4.1(C) ANY TRANSITION SERVICES WILL BE
PROVIDED AT THE APPLICABLE RATES SET FORTH
11
IN ATTACHMENT 10 HERETO, TOGETHER WITH REIMBURSEMENT OF BE'S REASONABLE, ACTUAL
OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH.
(C)
IF, AS CONTEMPLATED UNDER SECTION 3.1
ABOVE, HT REQUESTS BE TO RETAIN ANY BE PERSONNEL FOR A HOLDOVER PERIOD, HT SHALL
COMPENSATE BE THEREFOR AT THE APPLICABLE RATES SET FORTH IN ATTACHMENT 10
HERETO, TOGETHER WITH REIMBURSEMENT OF BE'S REASONABLE, ACTUAL OUT-OF-POCKET
COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH; PROVIDED, HOWEVER, TO THE
EXTENT AND ONLY TO THE EXTENT THAT A HOLDOVER PERIOD IS NECESSARY AS A RESULT OF
BE'S FAILURE TO PERFORM THE KNOWLEDGE TRANSFER SERVICES REQUIRED TO BE PERFORMED
BY BE PRIOR TO SUCH WAVE TRANSITION DATE, THEN THE KNOWLEDGE TRANSFER SERVICES
AS WELL AS ANY OTHER OPERATE SERVICES THAT WERE CONTEMPLATED TO BE CONTINUED
UNTIL THE WAVE TRANSITION SUPPORTED BY THE APPLICABLE KNOWLEDGE TRANSFER
SERVICES WAS COMPLETED SHALL BE PERFORMED BY SUCH BE PERSONNEL AND/OR
SUBCONTRACTORS (AS APPLICABLE) DURING SUCH HOLDOVER PERIOD AT NO CHARGE TO HT
AND WITH NO REIMBURSEMENT OF OUT-OF-POCKET EXPENSES.
(D)
BE WILL SEEK HT'S PRIOR APPROVAL FOR ANY
INDIVIDUAL ITEM OF REIMBURSABLE EXPENSE