expenses related to
or resulting from any such TXUED requested change.
(iv)
Except as otherwise agreed by the TXUED Account Executive and the Vendor Account
Executive, TXUED may identify up to five (5) positions within Vendor's
organization as Key Vendor Personnel positions on Schedule C to the applicable
Services Agreement and identify the Vendor Personnel that shall fill each such
position; provided that TXUED may not identify the chief executive officer of
Vendor or any of his or her direct reports as Key Vendor Personnel or Key Vendor
Personnel positions.
(b)
Continuity of Key Vendor Personnel. Subject to the remainder of this Subsection
(b), Vendor shall cause each of the Key Vendor Personnel to devote full time and
effort to the provision of Services for the period specified in Schedule C to
the applicable Services Agreement from the date he or she assumes the position
in question. Vendor shall not transfer, reassign or remove any Key Vendor
Personnel (except as a result of voluntary resignation, involuntary termination
for cause, illness, disability or death) or announce its intention to do so
during the specified period, subject to the following procedures. If Vendor
proposes to reassign any Key Vendor Personnel, Vendor shall (i) notify TXUED of
the proposed reassignment, (ii) introduce the proposed replacement to
appropriate TXUED representatives, (iii) provide reasonable opportunity for
TXUED representatives to interview the proposed replacement and (iv) provide
TXUED with a résumé and such other information about the proposed replacement as
TXUED may reasonably request and as permitted by applicable Law and Vendor's
internal policies consistently applied. Within five (5) days of its receipt of
the information described in the immediately preceding sentence, TXUED will
notify Vendor as to whether it has any objection to the proposed reassignment
and replacement (and any failure of TXUED to provide such notice in the time
required will be deemed by TXUED to be an acceptance of such proposed
reassignment and replacement). If TXUED in good faith reasonably and lawfully
objects to the proposed reassignment and replacement, Vendor shall not assign
the proposed replacement to that position and shall propose to TXUED the
assignment of another individual of suitable ability and qualifications. In the
event of the voluntary resignation, involuntary termination for cause, illness,
disability or death of any Key Vendor Personnel during or after the specified
period, Vendor shall (i) give TXUED as much notice as reasonably practicable of
such development and (ii) identify and obtain TXUED's approval of a suitable
replacement as soon as is reasonably practicable in accordance with
Section 7.7(a)(i). In addition, even after the specified period, Vendor shall
transfer, reassign or remove Key Vendor Personnel (other than in the case of
voluntary resignation, involuntary termination for cause, illness, disability,
or death) only after (i) giving TXUED at least forty-five (45) days' prior
notice of such action and (ii) identifying and obtaining TXUED's approval of a
suitable replacement at least thirty (30) days prior to such transfer,
reassignment or removal in accordance with Section 7.7(a)(i). Notwithstanding
the