THE COMPANY THE PORTION OF THE
GROSS-UP PAYMENT ATTRIBUTABLE TO SUCH REDUCTION (PLUS THAT PORTION OF THE
GROSS-UP PAYMENT ATTRIBUTABLE TO THE EXCISE TAX, FEDERAL, STATE AND LOCAL INCOME
TAXES AND FICA AND MEDICARE WITHHOLDING TAXES IMPOSED ON THE PORTION OF THE
GROSS-UP PAYMENT BEING REPAID BY HIM TO THE EXTENT THAT SUCH REPAYMENT RESULTS
IN A REDUCTION IN EXCISE TAX, FICA AND MEDICARE WITHHOLDING TAXES AND/OR
FEDERAL, STATE OR LOCAL INCOME TAXES) PLUS INTEREST ON THE AMOUNT OF SUCH
REPAYMENT AT THE RATE PROVIDED IN SECTION
1274(B)(2)(B) OF THE CODE.
(IV)
IN THE EVENT THAT THE EXCISE TAX IS DETERMINED TO EXCEED THE
AMOUNT TAKEN INTO ACCOUNT HEREUNDER, THE COMPANY SHALL MAKE AN ADDITIONAL
GROSS-UP PAYMENT TO HIM IN RESPECT OF SUCH EXCESS (PLUS ANY INTEREST, PENALTIES
OR ADDITIONS PAYABLE BY HIM WITH RESPECT TO SUCH EXCESS) AT THE TIME THAT THE
AMOUNT OF SUCH EXCESS IS FINALLY DETERMINED.
(V)
THE GROSS UP PAYMENT SHALL BE MADE WITHIN TWO AND A HALF MONTHS
AFTER THE LAST DAY OF THE EXECUTIVE'S ACTUAL EMPLOYMENT WITH KEANE; PROVIDED,
HOWEVER, THAT IF THE EXECUTIVE IS A "SPECIFIED EMPLOYEE" AS DEFINED IN SECTION
409A(A)(2)(B)(I) OF CODE AND ANY OF THE PAYMENTS TO BE MADE TO THE EXECUTIVE
UNDER THIS SECTION 4 CONSTITUTE "NONQUALIFIED DEFERRED COMPENSATION" WITHIN THE
MEANING OF SECTION 409A OF THE CODE, THEN THE COMMENCEMENT OF THE DELIVERY OF
ANY SUCH PAYMENTS WILL BE DELAYED BY SIX MONTHS.
(VI)
THE INTENT OF THIS SECTION 8 IS TO MAKE THE EXECUTIVE WHOLE, TO
THE EXTENT ALLOWED UNDER APPLICABLE LAWS AND REGULATIONS, SUCH THAT HE IS NOT
DETRIMENTALLY IMPACTED BY THE IMPOSITION OF A TAX OVER AND ABOVE THE MARGINAL
RATE APPLICABLE TO HIS KEANE-RELATED EARNINGS AS A RESULT OF A
8
CHANGE IN CONTROL.
TO THE EXTENT THE EXECUTIVE IS SUBJECT TO INCOME TAX LAWS OF
A COUNTRY OTHER THAN THE UNITED STATES, THE COMPANY SHALL USE ITS BEST EFFORTS
TO IMPLEMENT THE INTENT OF THIS SECTION 8 IN ACCORDANCE WITH APPLICABLE LAWS AND
REGULATIONS.
9.
OBLIGATIONS AND RESTRICTIVE COVENANTS.
A.
THE EXECUTIVE AGREES TO EXECUTE AN AGREEMENT PERTAINING TO,
WITHOUT LIMITATION, CONFIDENTIALITY, NON-DISCLOSURE, NON-SOLICITATION AND
NON-COMPETITION, IN THE FORM ATTACHED AS EXHIBIT D.
B.
ALL OBLIGATIONS AND RESTRICTIVE COVENANTS AS SET FORTH IN ANY
EXISTING OR FUTURE EMPLOYMENT AGREEMENTS, STOCK OPTION AGREEMENTS, CODES OF
CONDUCT, OR THE LIKE, SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO, PROVISIONS AND/OR RESTRICTIONS RELATING
TO TRADE SECRETS, CONFIDENTIAL INFORMATION, WORKS MADE FOR HIRE AND INVENTIONS,
COMPETITION, SOLICITATION, HIRING, COMPANY PROPERTY, ET CETERA, EXCEPT THAT ANY
AND ALL SUCH OBLIGATIONS AND RESTRICTIVE COVENANTS SHALL REMAIN IN FULL FORCE
AND EFFECT FOR THE ENTIRE SALARY CONTINUATION PERIOD NOTWITHSTANDING ANY SHORTER
PERIOD SET FORTH THEREIN.
10.
NOTICES.
A.
EACH NOTICE, DEMAND, CONSENT OR COMMUNICATION (HEREINAFTER
"NOTICE") WHICH IS OR MAY BE REQUIRED TO BE GIVEN BY ANY PARTY TO THE OTHER
PARTY IN CONNECTION WITH THIS AGREEMENT SHALL BE IN WRITING AND GIVEN BY
FACSIMILE, PERSONAL DELIVERY, RECEIPTED DELIVERY SERVICES, OR