members
of the Service Management Steering Committee shall not have separate voting
rights; all actions of the Service Management Steering Committee required under
this Agreement shall require the mutual consent of the Parties.
As of the
Effective Date, the Parties agree that the Service Management Steering Committee
shall meet at least once a month, shall include the following persons: from
Hawaiian Telcom, Michael Ruley, Matt Boyer and David Torline, and from
Accenture, Andy Zimmerman, Dan Lauderback and Tim Hale.
20
8.4
Accenture Personnel.
(A)
DESIGNATION OF KEY PERSONNEL.
HAWAIIAN
TELCOM MAY DESIGNATE UP TO FIFTEEN PERCENT (15%) OF THOSE ACCENTURE PERSONNEL
DEDICATED FOR THE ENTIRE TERM OF THE RECOVERY SERVICES OR ENHANCEMENT SERVICES
TO THE PERFORMANCE OF THE RECOVERY SERVICES OR ENHANCEMENT SERVICES FROM TIME TO
TIME AND UP TO FIFTEEN PERCENT (15%) OF THE DEDICATED ACCENTURE PERSONNEL
PERFORMING NON-DISCRETIONARY AM SERVICES FROM TIME TO TIME AS KEY SUPPLIER
PERSONNEL ("KEY ACCENTURE PERSONNEL"), INCLUSIVE OF THOSE KEY ACCENTURE
PERSONNEL IDENTIFIED IN EXHIBIT B-4 (CROSS-FUNCTIONAL STATEMENT OF WORK).
THE
ACCENTURE PERSONNEL APPROVED AS OF THE EFFECTIVE DATE TO FILL THE KEY ACCENTURE
PERSONNEL POSITIONS ARE LISTED IN EXHIBIT B-4 (CROSS FUNCTIONAL STATEMENT OF
WORK).
SUBJECT TO THE FOREGOING, HAWAIIAN TELCOM MAY FROM TIME TO TIME CHANGE
ACCENTURE POSITIONS THAT ARE DESIGNATED AS KEY ACCENTURE PERSONNEL POSITIONS BY
GIVING WRITTEN NOTICE TO ACCENTURE THIRTY (30) DAYS IN ADVANCE OF THE EFFECTIVE
DATE OF THE CHANGE.
(B)
REMOVAL OF KEY PERSONNEL. ACCENTURE SHALL
CAUSE EACH OF THE KEY ACCENTURE PERSONNEL TO BE DEDICATED TO PERFORMING THE
SERVICES ON ESSENTIALLY A FULL-TIME BASIS, SUBJECT TO SECTION 9.8(J).
WITHOUT
HAWAIIAN TELCOM'S PRIOR WRITTEN CONSENT (WHICH IT MAY WITHHOLD IN ITS SOLE
DISCRETION), ACCENTURE SHALL NOT WITHDRAW OR RE-ASSIGN ANY KEY ACCENTURE
PERSONNEL FROM HIS OR HER KEY ACCENTURE PERSONNEL POSITION (I) DURING THE
DURATION OF THE RECOVERY SERVICES OR ENHANCEMENT SERVICES, WITH RESPECT TO
RECOVERY SERVICES OR ENHANCEMENT SERVICES, RESPECTIVELY, OR (II) PRIOR TO THE
(A) THE END OF THE AM SERVICES TERM OR (B) THE FIRST TWELVE (12) MONTHS AFTER
SUCH INDIVIDUAL BEGAN SERVING IN SUCH ROLE ON A PERMANENT BASIS, WHICHEVER IS
EARLIER, WITH RESPECT TO THE AM SERVICES.
(C)
EXCEPTIONS.
THE OBLIGATIONS IN SECTION
8.4(B) SHALL NOT APPLY WHERE ANY KEY ACCENTURE PERSONNEL STAFF MEMBER:
(I) VOLUNTARILY RESIGNS FROM ACCENTURE; (II) IS DISMISSED BY ACCENTURE FOR
MISCONDUCT (INCLUDING FRAUD, DRUG ABUSE, THEFT, OR FAILURE TO COMPLY WITH
ACCENTURE PERSONNEL POLICIES (INCLUDING THE BUSINESS CONDUCT GUIDELINES)); (III)
FAILS TO PERFORM HIS OR HER ASSIGNED DUTIES AND RESPONSIBILITIES (INCLUDING
REFUSAL TO UNDERGO BACKGROUND INVESTIGATIONS AND EXAMINATIONS BY ACCENTURE IN
ACCORDANCE WITH ACCENTURE POLICIES, AS DESCRIBED IN EXHIBIT J); (IV) DIES OR IS
UNABLE TO WORK DUE TO DISABILITY; OR (V) IS PLACED ON AN APPROVED LEAVE OF
ABSENCE IN ACCORDANCE WITH APPLICABLE LAWS.
(D)
ASSIGNMENT OF KEY ACCENTURE PERSONNEL.
BEFORE PLACING A PERSON IN A KEY ACCENTURE PERSONNEL POSITION, ACCENTURE SHALL:
(I) NOTIFY HAWAIIAN TELCOM OF THE PROPOSED ASSIGNMENT; (II) INTRODUCE THE
INDIVIDUAL TO APPROPRIATE HAWAIIAN TELCOM REPRESENTATIVES; (III) PROVIDE SUCH
REPRESENTATIVES UPON