NOTHING IN SECTIONS 2.13(A) OR (B) ABOVE
SHALL BE CONSTRUED TO LIMIT BE'S OBLIGATIONS TO PROVIDE SUCH INFORMATION AS
ELSEWHERE REQUIRED BY THIS TRANSITION AGREEMENT.
ARTICLE III.
PERSONNEL MATTERS
3.1.
Personnel.
(A)
ATTACHED HERETO AS ATTACHMENT 8, IS A PLAN
(THE "PERSONNEL PLAN") REFLECTING THE PLANNED DEPLOYMENT OF A SPECIFIED NUMBER
OF BE PERSONNEL AND CONTRACTORS, CATEGORIZED BY RELEVANT AREA OF EXPERTISE, FOR
A SCHEDULED PERIOD OF TIME.
SUBJECT TO SECTION 3.1(C), BE MAY WITHDRAW OR
RE-ASSIGN EACH OF THE BE PERSONNEL AND CONTRACTORS SET FORTH ON THE PERSONNEL
PLAN, ONLY AFTER THE APPLICABLE DURATION COMMITMENT SET FORTH IN THE PERSONNEL
PLAN (OR SUCH LATER DATE AS MAY BECOME APPLICABLE AS A RESULT OF ANY HOLDOVER
PERIOD).
(B)
NO LESS THAN 14 DAYS BEFORE THE SCHEDULED
REDEPLOYMENT OF PERSONNEL OFF THE HT ACCOUNT, AS SUCH SCHEDULED REDEPLOYMENT
DATES ARE SET FORTH IN THE PERSONNEL PLAN (AS SUCH DATE MAY BE EXTENDED IN
CONNECTION WITH ANY EXTENSION OF A RELATED WAVE TRANSITION DATE AS PERMITTED IN
THE DEFINITION OF WAVE TRANSITION DATE), HT MAY NOTIFY BE IN WRITING IF HT
DESIRES FOR BE TO RETAIN SUCH PERSONNEL ON THE HT ACCOUNT FOR AN ADDITIONAL
PERIOD (FOR SO LONG AS EACH SUCH RETENTION CONTINUES, A "HOLDOVER PERIOD") AS
SPECIFIED IN SUCH NOTICE.
NO HOLDOVER PERIOD MAY EXTEND BEYOND THE EXPIRATION
OF THE THEN-EXISTING INITIAL TERM OR IF APPLICABLE, RENEWAL TERM.
IF HT ISSUES
ONE OR MORE HOLDOVER NOTICES DURING THE INITIAL TERM OR UPON ANY RENEWAL TERM,
THE NOTICE FOR THE RENEWAL TERM MAY EXTEND THE HOLDOVER PERIOD ON AN
EMPLOYEE-BY-EMPLOYEE BASIS. UPON RECEIPT OF ANY SUCH REQUEST WITH RESPECT TO
INDIVIDUALS WHO ARE BE EMPLOYEES, BE SHALL NOT REDEPLOY SUCH PERSONNEL TO A
DIFFERENT ACCOUNT UNTIL THE EARLIER OF (I) THE EXPIRATION OF THE HOLDOVER PERIOD
SO REQUESTED BY HT, OR (II) THE EXPIRATION OF THE THEN-EXISTING INITIAL TERM, OR
IF APPLICABLE, RENEWAL TERM.
(C)
WITH RESPECT TO INDIVIDUALS IDENTIFIED IN
THE PERSONNEL PLAN, BE WILL INITIALLY STAFF THE PERSONNEL PLAN WITH THE
PERSONNEL IDENTIFIED THEREIN.
WITHOUT HT'S PRIOR WRITTEN CONSENT, BE WILL NOT
WITHDRAW OR RE-ASSIGN ANY OF SUCH PERSONNEL DURING THE TERM BEFORE THEIR
RESPECTIVE PLANNED REDEPLOYMENT DATES AS REFLECTED IN THE PERSONNEL PLAN (OR
SUCH LATER DATE AS MAY BECOME APPLICABLE AS A RESULT OF ANY
10
HOLDOVER PERIOD).
THE PREVIOUS SENTENCE WILL NOT APPLY WHERE ANY SUCH PERSONNEL
(1) VOLUNTARILY RESIGNS FROM BE, (2) IS DISMISSED BY BE FOR MISCONDUCT, (3)
FAILS TO PERFORM HIS OR HER ASSIGNED DUTIES AND RESPONSIBILITIES, (4) DIES OR IS
UNABLE TO WORK DUE TO DISABILITY, OR (5) IS PLACED ON AN APPROVED LEAVE OF
ABSENCE FOR DOCUMENTED HEALTH OR EXTENUATING CIRCUMSTANCES THAT REQUIRE THE
EMPLOYEE TO DEVOTE HIS OR HER TIME TO OTHER UNANTICIPATED PERSONAL OR FAMILY
MATTERS THAT ARE OUTSIDE OF THE REASONABLE CONTROL OF THE INDIVIDUAL INVOLVED.
IN ANY SUCH EVENT, BE WILL HAVE NO RESPONSIBILITY THEREFOR OTHER THAN TO USE
COMMERCIALLY REASONABLE EFFORTS TO EXPEDITIOUSLY IDENTIFY AND DEPLOY REPLACEMENT
PERSONNEL HAVING SIMILAR OR BETTER QUALIFICATIONS THAN THE