EXECUTIVE IS COVERED BY THE GROUP MEDICAL AND/OR DENTAL PLAN
OFFERED BY KEANE, THE EXECUTIVE AND HIS OR 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.
IF AND TO THE
EXTENT THIS SECTION 7.B(III) DOES NOT APPLY, AS WHERE THE EXECUTIVE IS NOT
RESIDENT IN OR OF THE UNITED STATES, THE EXECUTIVE SHALL RECEIVE A MONTHLY
STIPEND TO OFFSET MEDICAL AND/OR DENTAL BENEFITS LOST FOLLOWING THE CIC
TERMINATION DATE.
(IV)
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.
C.
IN THE EVENT OF DEATH OR DISABILITY.
IF THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED BY DEATH OR BECAUSE OF DISABILITY PURSUANT TO SECTION
6.C, KEANE SHALL PAY TO THE ESTATE OF THE EXECUTIVE OR TO THE EXECUTIVE, AS THE
CASE MAY BE, THE COMPENSATION WHICH WOULD OTHERWISE BE PAYABLE TO THE EXECUTIVE
UP TO THE END OF THE MONTH IN WHICH THE TERMINATION OF HIS EMPLOYMENT BECAUSE OF
DEATH OR DISABILITY OCCURS.
D.
AT THE ELECTION OF KEANE WITHOUT CAUSE OR AT THE INITIATIVE OF
THE EXECUTIVE FOR GOOD REASON.
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY
KEANE WITHOUT CAUSE (AS DEFINED IN SECTION 6.A) PURSUANT TO SECTION 6.D OR AT
THE INITIATIVE OF THE EXECUTIVE FOR GOOD REASON, PURSUANT TO SECTION 6.B:
(I)
KEANE SHALL CONTINUE TO PAY THE EXECUTIVE HIS BASE SALARY, FOR
TWELVE (12) MONTHS, PLUS, IN THE CASE OF TERMINATION BY KEANE WITHOUT CAUSE, ANY
PORTION OF THE 90-DAY NOTICE PERIOD DESCRIBED IN SECTION 6.D THAT IS NOT
PROVIDED TO THE EXECUTIVE; AND
(II)
THE LAST DAY OF THE EXECUTIVE'S ACTUAL EMPLOYMENT WITH KEANE
SHALL BE TREATED AS A QUALIFYING EVENT UNDER THE CONSOLIDATED OMNIBUS
RECONCILIATION ACT OF 1985 ("COBRA"), AND THE EXECUTIVE WILL RECEIVE COBRA
INFORMATION UNDER SEPARATE COVER.
IF THE EXECUTIVE ELECTS
6
CONTINUATION COVERAGE UNDER COBRA, DURING THE PERIOD THE EXECUTIVE IS RECEIVING
BASE SALARY CONTINUATION PAYMENTS UNDER THIS PARAGRAPH 7.D, HE WILL BE
RESPONSIBLE FOR ANY CONTRIBUTION REQUIRED FROM ACTIVE EMPLOYEES OF THE COMPANY
UNDER SAID HEALTH INSURANCE PROGRAM.
E.
RECEIPT OF SEVERANCE BENEFITS IS CONDITIONED ON EXECUTIVE'S
EXECUTION AND DELIVERY OF A SEPARATION AGREEMENT INCLUDING A GENERAL RELEASE OF
CLAIMS, IN A FORM ACCEPTABLE TO THE COMPANY, AND ON EXECUTIVE'S STRICT
COMPLIANCE WITH THE PROVISIONS OF ANY AGREEMENT BETWEEN THE EXECUTIVE AND KEANE
PERTAINING TO TRADE SECRETS, CONFIDENTIAL INFORMATION, WORKS MADE FOR HIRE AND
INVENTIONS, COMPETITION, SOLICITATION, HIRING, AND THE RETURN OF COMPANY
PROPERTY.
F.
AT THE ELECTION OF THE EXECUTIVE OTHER THAN FOR GOOD REASON.
IF
THE EXECUTIVE ELECTS TO TERMINATE HIS EMPLOYMENT OTHER THAN FOR GOOD REASON, IN
ACCORDANCE