RELOCATION OF SOFTWARE
Except as set forth in any (a) Transformation Plan or project definition
thereunder, or (b) Technology Plan, that is mutually agreed upon by the Parties,
CSC shall not migrate, consolidate or relocate any Software related to the
Services, or the performance of the Services, to any location or facility,
without Textron's prior written approval, which may be granted or withheld in
Textron's sole discretion.
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10.
EMPLOYEES
10.1
TRANSFER OF EMPLOYEES
10.1.1
THE IN-SCOPE EMPLOYEES SHALL TRANSFER TO CSC ON THE APPLICABLE
HANDOVER DATE, IN ACCORDANCE WITH SCHEDULE E (EMPLOYEES).
SUCH TRANSFERS SHALL
BE DONE PURSUANT TO APPLICABLE LOCAL LAW IN EACH RELEVANT JURISDICTION.
10.1.2
ON TERMINATION OF THIS AGREEMENT FOR ANY REASON, IN WHOLE OR IN
PART, THE PARTIES SHALL COMPLY WITH THEIR RESPECTIVE OBLIGATIONS SET FORTH IN
SCHEDULE E (EMPLOYEES).
10.2
KEY CSC POSITIONS
10.2.1
THE KEY CSC POSITIONS AS OF THE SIGNATURE DATE TOGETHER WITH CSC
EMPLOYEES APPROVED AS OF THE SIGNATURE DATE TO FILL SUCH POSITIONS ARE SET FORTH
IN ANNEX E-2 TO SCHEDULE E (EMPLOYEES).
10.2.2
TEXTRON MAY, FROM TIME TO TIME, DESIGNATE NEW OR ALTERNATIVE KEY
CSC POSITIONS.
10.3
KEY CSC POSITION APPROVALS PROCEDURE
Before assigning an individual to a Key CSC Position, whether as an initial
assignment or a subsequent assignment, CSC shall comply with the following
procedure:
10.3.1
CSC SHALL:
(A)
NOTIFY TEXTRON IN WRITING OF THE PROPOSED ASSIGNMENT;
(B)
INTRODUCE THE INDIVIDUAL TO APPROPRIATE TEXTRON REPRESENTATIVES (AND,
UPON REQUEST, PROVIDE SUCH REPRESENTATIVES WITH THE OPPORTUNITY TO MEET WITH THE
INDIVIDUAL); AND
(C)
PROVIDE TEXTRON WITH SUCH INFORMATION AS TEXTRON MAY REQUEST ABOUT THE
INDIVIDUAL'S TRAINING, EXPERIENCE AND SKILLS RELEVANT TO THE REQUIREMENTS OF THE
KEY CSC POSITION;
10.3.2
IF TEXTRON OBJECTS IN WRITING TO THE PROPOSED ASSIGNMENT, TEXTRON
AND CSC SHALL EACH USE COMMERCIALLY REASONABLE EFFORTS TO RESOLVE TEXTRON'S
CONCERNS; AND
10.3.3
IF TEXTRON AND CSC ARE UNABLE TO RESOLVE TEXTRON'S CONCERNS
WITHIN [***] AFTER TEXTRON'S WRITTEN OBJECTION, CSC SHALL NOT ASSIGN THE
INDIVIDUAL TO THE KEY CSC POSITION AND SHALL PROPOSE TO TEXTRON THE ASSIGNMENT
OF ANOTHER INDIVIDUAL WITH TRAINING, EXPERIENCE AND SKILLS SUITABLE TO THE
REQUIREMENTS OF THAT POSITION AND THE PROVISIONS OF THIS SECTION 10.3 SHALL
APPLY TO SUCH OTHER INDIVIDUAL.
10.4
RETAINING KEY CSC POSITIONS
10.4.1
CSC SHALL FILL THE KEY CSC POSITIONS AT ALL TIMES AND:
(A)
SHALL CAUSE EACH OF THE CSC EMPLOYEES IDENTIFIED IN ANNEX E-2 TO
SCHEDULE E (EMPLOYEES) AS FILLING THE KEY CSC POSITIONS TO DEVOTE SUBSTANTIALLY
HIS OR HER FULL WORKING TIME AND EFFORT TO PROVIDING THE SERVICES IN THE KEY CSC
POSITION INITIALLY ASSIGNED TO HIM OR HER FOR AT LEAST [***] FROM THE APPLICABLE
HANDOVER DATE;
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(B)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.4.1(A), SHALL NOT REASSIGN
OR REPLACE CSC EMPLOYEES FILLING KEY CSC POSITIONS DURING THE TERM FOR AT LEAST
[***] FOLLOWING ASSIGNMENT TO THOSE POSITIONS; AND
(C)
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CONTINUE TO OFFER EACH OF
CSC EMPLOYEE FILLING KEY CSC POSITIONS TERMS AND CONDITIONS OF EMPLOYMENT WHICH
ARE