BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, PREPAID AND PROPERLY ADDRESSED TO THE OTHER PARTY AS
SHOWN BELOW.
B.
NOTICES SHALL BE EFFECTIVE ON THE DATE SENT VIA FACSIMILE, THE
DATE DELIVERED PERSONALLY OR BY RECEIPTED DELIVERY SERVICE, OR THREE (3) DAYS
AFTER THE DATE MAILED:
(I)
TO THE COMPANY:
Legal Department
Attn: Corporate Counsel
Keane, Inc.
100 City Square
Charlestown, MA
02129
(II)
TO THE EXECUTIVE:
At the residence address most recently filed with the Company.
9
11.
SUCCESSION AND ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE PARTIES NAMED HEREIN AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS.
NO PARTY MAY ASSIGN EITHER THIS AGREEMENT OR
ANY OF ITS RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
APPROVAL OF THE OTHER PARTY; PROVIDED, THAT KEANE MAY ASSIGN ITS RIGHTS,
INTERESTS OR OBLIGATIONS HEREUNDER TO: (A) A SUBSIDIARY, SUBDIVISION OR
AFFILIATE, PROVIDED THAT KEANE SHALL REMAIN RESPONSIBLE TO THE EXECUTIVE FOR
SUCH OBLIGATIONS IN THE EVENT THEY ARE NOT MET BY SUCH ASSIGNEE; OR (B) TO A
PERSON, CORPORATION, ORGANIZATION OR OTHER ENTITY THAT ACQUIRES (WHETHER BY
STOCK PURCHASE OR MERGER OR OTHERWISE) ALL OR SUBSTANTIALLY ALL OF THE BUSINESS
OR ASSETS OF KEANE.
12.
MISCELLANEOUS.
A.
THIS AGREEMENT MAY BE AMENDED OR MODIFIED ONLY BY A WRITTEN
INSTRUMENT EXECUTED BY KEANE AND THE EXECUTIVE.
NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, TO THE EXTENT THAT THE EXECUTIVE OR KEANE REASONABLY BELIEVE
THAT SECTION 409A OF THE CODE WILL RESULT IN ADVERSE TAX CONSEQUENCES TO THE
EXECUTIVE AS A RESULT OF THIS AGREEMENT, THEN THE EXECUTIVE AND KEANE SHALL
RENEGOTIATE THIS AGREEMENT IN GOOD FAITH IN ORDER TO MINIMIZE OR ELIMINATE SUCH
TAX CONSEQUENCES AND RETAIN THE BASIC AFTER-TAX ECONOMICS OF THIS AGREEMENT FOR
THE EXECUTIVE TO THE EXTENT POSSIBLE.
B.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAWS OF CONFLICTS) OF THE COMMONWEALTH OF
MASSACHUSETTS.
C.
EXCEPT IN THE CASE OF SECTION 11 ABOVE, THE TERM "KEANE" OR THE
"COMPANY" SHALL INCLUDE KEANE, INC. AND ANY OF ITS SUBSIDIARIES, SUBDIVISIONS
AND AFFILIATES.
THE CAPTIONS OF THE SECTIONS OF THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND IN NO WAY DEFINE, LIMIT OR AFFECT THE SCOPE OR
SUBSTANCE OF ANY SECTION OF THIS AGREEMENT.
D.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH
SHALL BE DEEMED TO BE AN ORIGINAL BUT BOTH OF WHICH TOGETHER SHALL CONSTITUTE
ONE AND THE SAME INSTRUMENT.
E.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS
AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF THIS AGREEMENT. IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD INVALID OR
UNENFORCEABLE IN PART, THE REMAINING PORTION OF SUCH PROVISION, TOGETHER WITH
ALL OTHER PROVISIONS OF THIS AGREEMENT, SHALL REMAIN VALID AND ENFORCEABLE AND
CONTINUE IN FULL FORCE AND EFFECT TO THE FULLEST EXTENT CONSISTENT WITH LAW.
F.
THE EXECUTIVE'S OR THE COMPANY'S FAILURE TO INSIST UPON STRICT
COMPLIANCE WITH ANY PROVISION OF, OR