shall give the Company Notice of termination specifying which of
the foregoing provisions is applicable and the factual basis therefor, and if
the
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Company fails to remedy such material failure, the Executive's last day of
actual employment with Keane shall be the 30th business day after such Notice is
given or such other date as the Company and the Executive shall agree.
C.
IN 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, OTHER THAN FOR GOOD REASON,
UPON NOT LESS THAN 90 DAYS' PRIOR WRITTEN NOTICE OF TERMINATION.
7.
EFFECT OF EMPLOYMENT TERMINATION
A.
FOR CAUSE.
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY KEANE
FOR CAUSE PURSUANT TO SECTION 6.A, KEANE SHALL PAY TO THE EXECUTIVE THE
COMPENSATION AND BENEFITS OTHERWISE PAYABLE TO HIM THROUGH THE LAST DAY OF HIS
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 6.A) OR BY THE
EXECUTIVE FOR GOOD REASON (AS DEFINED IN SECTION 6.B) WITHIN ONE YEAR FOLLOWING
A CHANGE IN CONTROL, AS DEFINED IN EXHIBIT C TO THIS AGREEMENT, 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 TWENTY-FOUR (24) 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.
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(II)
UPON THE CIC TERMINATION DATE, ALL STOCK OPTIONS, RESTRICTED
STOCK AND OTHER EQUITY AWARDS PREVIOUSLY GRANTED TO THE EXECUTIVE SHALL BECOME
VESTED IMMEDIATELY AND SHALL BE EXERCISABLE IN FULL IN ACCORDANCE WITH THE
APPLICABLE STOCK OPTION, RESTRICTED STOCK OR OTHER FORM OF EQUITY AGREEMENT AND
THE TERMS OF ANY APPLICABLE STOCK OR EQUITY PLAN.
(III)
THE CIC TERMINATION DATE SHALL BE TREATED AS A QUALIFYING EVENT
UNDER THE CONSOLIDATED OMNIBUS RECONCILIATION ACT OF 1985 ("COBRA").
UNDER
COBRA, IF THE