CONNECTION WITH AN ACTUAL
OR THREATENED ELECTION CONTEST RELATING TO THE ELECTION OF MEMBERS OF THE BOARD
OR OTHER ACTUAL OR THREATENED SOLICITATION OF PROXIES OR CONSENTS BY OR ON
BEHALF OF A PERSON OTHER THAN THE BOARD, INCLUDING BY REASON OF AGREEMENT
INTENDED TO AVOID OR SETTLE ANY SUCH ACTUAL OR THREATENED CONTEST OR
SOLICITATION, SHALL NOT BE CONSIDERED AN INCUMBENT DIRECTOR; OR
(C)
THE STOCKHOLDERS OF THE COMPANY SHALL
APPROVE (A) ANY CONSOLIDATION OR MERGER OF THE COMPANY WHERE THE STOCKHOLDERS OF
THE COMPANY, IMMEDIATELY PRIOR TO THE CONSOLIDATION OR MERGER, WOULD NOT,
IMMEDIATELY AFTER THE CONSOLIDATION OR MERGER, BENEFICIALLY OWN (AS SUCH TERM IS
DEFINED IN RULE 13D-3 UNDER THE ACT), DIRECTLY OR INDIRECTLY, SHARES
REPRESENTING IN THE AGGREGATE FIFTY PERCENT (50%) OR MORE OF THE VOTING SHARES
OF THE COMPANY ISSUING CASH OR SECURITIES IN THE CONSOLIDATION OR MERGER (OR OF
ITS ULTIMATE PARENT CORPORATION, IF ANY), (B) ANY SALE, LEASE, EXCHANGE OR OTHER
TRANSFER (IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS CONTEMPLATED OR
ARRANGED BY ANY PARTY AS A SINGLE PLAN) OF ALL OR SUBSTANTIALLY ALL OF THE
ASSETS OF THE COMPANY OR (C) ANY PLAN OR PROPOSAL FOR THE LIQUIDATION OR
DISSOLUTION OF THE COMPANY.
NOTWITHSTANDING THE FOREGOING, A "CHANGE OF CONTROL" SHALL NOT BE DEEMED TO HAVE
OCCURRED FOR PURPOSES OF THE FOREGOING CLAUSE (A) SOLELY AS THE RESULT OF AN
ACQUISITION OF SECURITIES BY THE COMPANY WHICH, BY REDUCING THE NUMBER OF SHARES
OF COMMON STOCK OR OTHER VOTING SECURITIES OUTSTANDING, INCREASES THE
PROPORTIONATE NUMBER OF SHARES BENEFICIALLY OWNED BY ANY PERSON TO FIFTY PERCENT
(50%) OR MORE OF EITHER (A) THE COMBINED VOTING POWER OF ALL OF THE THEN
OUTSTANDING VOTING SECURITIES OR (B) COMMON STOCK; PROVIDED, HOWEVER, THAT IF
ANY PERSON REFERRED TO IN THIS SENTENCE SHALL THEREAFTER BECOME THE BENEFICIAL
OWNER OF ANY ADDITIONAL SHARES OF VOTING SECURITIES OR COMMON STOCK (OTHER THAN
PURSUANT TO A STOCK SPLIT, STOCK DIVIDEND, OR SIMILAR TRANSACTION OR AS A RESULT
OF AN ACQUISITION OF SECURITIES DIRECTLY FROM THE COMPANY) AND IMMEDIATELY
THEREAFTER BENEFICIALLY OWNS FIFTY PERCENT (50%) OR MORE OF EITHER (A) THE
COMBINED VOTING POWER OF ALL OF THE THEN OUTSTANDING VOTING SECURITIES OR
(B) COMMON STOCK, THEN A "CHANGE OF CONTROL" SHALL BE DEEMED TO HAVE OCCURRED
FOR PURPOSES OF THE FOREGOING CLAUSE (A).
EXHIBIT D
AGREEMENT
THIS AGREEMENT ("AGREEMENT") IS BY AND BETWEEN KEANE, INC. ("KEANE") AND THE
EMPLOYEE NAMED BELOW AND IS EFFECTIVE ON THE DATE OF EXECUTION BY BOTH PARTIES.
I UNDERSTAND THAT KEANE IS INVOLVED IN AN EXTREMELY COMPETITIVE INDUSTRY IN
WHICH INFORMATION AND KNOWLEDGE ARE VALUABLE ASSETS THAT MUST BE PROTECTED.
I ALSO UNDERSTAND THAT THIS AGREEMENT SEEKS TO PROTECT THESE ASSETS, AS WELL AS
OTHER LEGITIMATE BUSINESS INTERESTS, BY ADDRESSING THE ISSUES OF NON-DISCLOSURE
OF CONFIDENTIAL AND/OR PROPRIETARY INFORMATION AND TRADE SECRETS; RIGHTS IN
INVENTIONS; AND EMPLOYEE OBLIGATIONS AND RESTRICTIVE COVENANTS.
I UNDERSTAND THE MEANING AND EFFECT OF THE TERMS OF THIS AGREEMENT, AND
UNDERSTAND THAT AGREEMENT TO THE TERMS SET