Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of August 5, 2005, by
and between Keane, Inc., a Massachusetts corporation with its principal place of
business at 100 City Square, Boston, Massachusetts 02129 ("Keane" or the
"Company"), and Richard Garnick (the "Executive").
Keane and the Executive are
referred to together herein as the "Parties."
WHEREAS, Keane has offered employment to the Executive in the position of
President, North American Services, and the Executive has accepted, both Parties
desire to set forth in a written agreement the terms and conditions of the
Executive's employment by and services to the Company;
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the Company and the Executive agree as follows:
1.
EFFECTIVE DATE. THE EFFECTIVE DATE OF THIS AGREEMENT IS SEPTEMBER
5, 2005.
2.
EXECUTIVE REPRESENTATIONS.
A.
THE EXECUTIVE AFFIRMS THAT HE IS NOT SUBJECT TO ANY AGREEMENT
THAT RESTRICTS HIS ABILITY TO WORK FOR KEANE IN THE ROLE CONTEMPLATED BY THIS
AGREEMENT.
B.
THE EXECUTIVE AFFIRMS THAT HE HAS NOT TAKEN AND WILL NOT TAKE,
BRING ONTO KEANE'S PREMISES, OR USE ON BEHALF OF KEANE ANY CONFIDENTIAL,
PROPRIETARY AND/OR TRADE SECRET INFORMATION BELONGING TO ANY CURRENT OR FORMER
EMPLOYER, PARTNER, CLIENT, JOINT VENTURE, INVESTOR, OR OTHER THIRD PARTY.
C.
THE EXECUTIVE AFFIRMS THAT HE HAS HONORED ALL COMMITMENTS TO
FORMER EMPLOYERS, AS SET FORTH IN ANY APPLICABLE EMPLOYMENT AGREEMENTS OR
OTHERWISE, AND INTENDS TO CONTINUE TO HONOR ALL SUCH COMMITMENTS.
3.
EMPLOYMENT PERIOD.
SUBJECT TO THE BENEFITS DESCRIBED IN SECTION
7, THE COMPANY RETAINS THE RIGHT TO TERMINATE THE EMPLOYMENT OF THE EXECUTIVE AT
ANY TIME, INCLUDING, WITHOUT LIMITATION, WITH OR WITHOUT NOTICE AND WITH OR
WITHOUT CAUSE.
4.
POSITION AND DUTIES.
A.
DURING HIS EMPLOYMENT WITH KEANE, THE EXECUTIVE SHALL SERVE AS
WITH THE DUTIES AND RESPONSIBILITIES CUSTOMARILY ASSIGNED TO THE POSITION OF
PRESIDENT, NORTH AMERICAN SERVICES, AND SUCH OTHER DUTIES AND RESPONSIBILITIES
AS THE BOARD OF DIRECTORS (THE "BOARD") OR THE CHIEF EXECUTIVE OFFICER OF THE
COMPANY SHALL FROM TIME TO TIME ASSIGN TO THE EXECUTIVE.
THE EXECUTIVE SHALL
REPORT DIRECTLY TO THE CHIEF EXECUTIVE OFFICER OF THE COMPANY.
B.
DURING HIS EMPLOYMENT WITH KEANE, AND EXCLUDING ANY PERIODS OF
VACATION AND SICK LEAVE TO WHICH THE EXECUTIVE IS ENTITLED, THE EXECUTIVE SHALL
DEVOTE HIS FULL BUSINESS ATTENTION AND TIME TO THE BUSINESS AND AFFAIRS OF KEANE
AND SHALL USE HIS BEST EFFORTS TO CARRY OUT SUCH RESPONSIBILITIES FAITHFULLY AND
EFFICIENTLY, AND IN ACCORDANCE WITH KEANE POLICY AND PROCEDURES. SUBJECT TO
COMPANY APPROVAL WHERE REQUIRED BY APPLICABLE POLICY, IT SHALL NOT BE CONSIDERED
A VIOLATION OF THE FOREGOING FOR THE EXECUTIVE TO (A) SERVE ON CORPORATE, CIVIC
OR CHARITABLE BOARDS OR COMMITTEES, (B) DELIVER LECTURES, FULFILL SPEAKING
ENGAGEMENTS OR TEACH AT EDUCATIONAL INSTITUTIONS AND (C) MANAGE PERSONAL
INVESTMENTS, SO LONG AS SUCH ACTIVITIES DO NOT MATERIALLY INTERFERE WITH THE
PERFORMANCE OF THE EXECUTIVE'S RESPONSIBILITIES AS AN EMPLOYEE OF KEANE IN
ACCORDANCE WITH THIS AGREEMENT.
C.
THE EXECUTIVE SHALL BE