THE EVENT OF DEATH OR DISABILITY.
AS USED IN THIS AGREEMENT, THE TERM "DISABILITY" SHALL MEAN THE INABILITY OF THE
EXECUTIVE, DUE TO A PHYSICAL OR MENTAL DISABILITY, FOR A PERIOD OF 180 DAYS,
WHETHER OR NOT CONSECUTIVE, DURING ANY 360-DAY PERIOD TO PERFORM THE SERVICES
CONTEMPLATED UNDER THIS AGREEMENT.
A DETERMINATION OF DISABILITY SHALL BE MADE
BY A PHYSICIAN SATISFACTORY TO BOTH THE EXECUTIVE AND KEANE, PROVIDED THAT IF
THE EXECUTIVE AND KEANE DO NOT AGREE ON A PHYSICIAN, THE EXECUTIVE AND KEANE
SHALL EACH SELECT A PHYSICIAN AND THESE TWO TOGETHER SHALL SELECT A THIRD
PHYSICIAN, WHOSE DETERMINATION AS TO DISABILITY SHALL BE BINDING ON ALL PARTIES;
D.
AT THE ELECTION OF KEANE WITHOUT CAUSE,
UPON NOT LESS THAN 90 DAYS' PRIOR WRITTEN NOTICE OF TERMINATION; OR
E.
AT THE ELECTION OF THE EXECUTIVE UPON
NOT LESS THAN 90 DAYS' PRIOR WRITTEN NOTICE OF TERMINATION.
6.
EFFECT OF EMPLOYMENT TERMINATION
A.
FOR CAUSE.
IF THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED BY KEANE FOR CAUSE PURSUANT TO SECTION 5.A, KEANE SHALL
PAY TO THE EXECUTIVE THE COMPENSATION AND BENEFITS OTHERWISE PAYABLE TO HER
THROUGH THE LAST DAY OF HER ACTUAL EMPLOYMENT BY KEANE.
B.
FOLLOWING A CHANGE IN CONTROL.
IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT CAUSE, AS DEFINED IN
SECTION 5.A, OR BY THE EXECUTIVE FOR GOOD REASON, AS DEFINED IN SECTION 5.B,
WITHIN ONE YEAR FOLLOWING A CHANGE IN CONTROL (THE EFFECTIVE DATE OF ANY SUCH
TERMINATION BEING HEREINAFTER REFERRED TO AS THE "CIC TERMINATION DATE"), THE
EXECUTIVE SHALL BE ENTITLED TO THE FOLLOWING SEVERANCE BENEFITS (AND NO OTHERS):
(I)
FOR A PERIOD OF TWELVE (12) MONTHS
FOLLOWING THE CIC TERMINATION DATE (THE "SALARY CONTINUATION PERIOD"), THE
COMPANY SHALL CONTINUE TO PAY THE EXECUTIVE THE BASE SALARY AND TARGETED ANNUAL
BONUS (MONTHLY ON A PRO RATA BASIS), BOTH AT THE RATE IN EFFECT IMMEDIATELY
BEFORE THE CIC TERMINATION DATE, EXCEPT THAT IN THE CASE OF A TERMINATION BY THE
EXECUTIVE FOR GOOD REASON, DISREGARDING ANY REDUCTION THEREOF THAT WAS THE BASIS
FOR SUCH TERMINATION.
(II)
THE CIC TERMINATION DATE SHALL BE TREATED
AS A QUALIFYING EVENT UNDER THE CONSOLIDATED OMNIBUS RECONCILIATION ACT OF 1985
("COBRA").
UNDER COBRA, IF THE EXECUTIVE IS COVERED BY THE GROUP MEDICAL
AND/OR DENTAL PLAN OFFERED BY KEANE, THE EXECUTIVE AND HER SPOUSE AND DEPENDENTS
ARE ENTITLED TO ELECT A TEMPORARY EXTENSION OF HEALTH AND/OR DENTAL COVERAGE AT
GROUP RATES IN CERTAIN INSTANCES WHERE COVERAGE UNDER THE PLAN WOULD OTHERWISE
END ("CONTINUATION COVERAGE").
IF THE EXECUTIVE ELECTS CONTINUATION COVERAGE
UNDER COBRA, DURING THE PERIOD OF SUCH CONTINUATION COVERAGE, THE EXECUTIVE WILL
BE RESPONSIBLE FOR ANY
contribution required from active employees of the Company under the applicable
group medical and/or dental plan.
(III)
DURING THE SALARY CONTINUATION PERIOD, THE
EXECUTIVE SHALL BE ENTITLED TO CONTINUE PARTICIPATION IN THE EXECUTIVE FINANCIAL
PLANNING BENEFIT IN EFFECT AS OF THE CIC TERMINATION DATE.
The Executive shall give the Company Notice of termination specifying which of
the foregoing provisions is applicable and the factual basis