Exhibit 10.2
RESIGNATION AND CONSULTING AGREEMENT
This Resignation Agreement (the "Agreement") is made and effective this 10th day
of May, 2006 (the "Effective Date") by and between Keane, Inc. (the "Company")
and Brian T. Keane ("Mr. Keane") (collectively, the "Parties").
WHEREAS, Mr. Keane is employed as President and Chief Executive Officer of the
Company and serves as a Director of the Company;
WHEREAS, at the request of the Board of Directors, Mr. Keane has agreed to
resign from his position as President and Chief Executive Officer and from his
position as a Director with the Company; and
WHEREAS, the Company has agreed to accept Mr. Keane's resignation and enter into
a consulting arrangement with Mr. Keane on the terms and subject to the
conditions set forth herein.
NOW THEREFORE, in consideration for the promises contained herein, the Company
and Mr. Keane agree as follows:
1.
RESIGNATION. THE PARTIES HEREBY CONFIRM THAT MR. KEANE'S
RESIGNATION AS PRESIDENT AND CHIEF EXECUTIVE OFFICER AND FROM ALL OTHER
POSITIONS, INCLUDING ANY OFFICES, DIRECTORSHIPS OR EMPLOYMENT THAT HE HOLDS WITH
THE COMPANY OR ANY AFFILIATES OR OTHER RELATED ENTITIES ("COMPANY AFFILIATES")
(INCLUDING BUT NOT LIMITED TO HIS POSITION AS A DIRECTOR OF THE COMPANY) IS
EFFECTIVE AS OF MAY 10, 2006 (THE "RESIGNATION DATE"). SAID RESIGNATIONS FROM
THE COMPANY ARE HEREBY ACCEPTED BY THE COMPANY. MR. KEANE SHALL NOT PERMIT
HIMSELF TO BE CONSIDERED FOR ELECTION TO THE BOARD OF DIRECTORS AT ANY TIME
PRIOR TO DECEMBER 31, 2010 AND HEREBY WITHDRAWS HIS CANDIDACY FOR REELECTION TO
THE BOARD OF DIRECTORS AT THE 2006 ANNUAL MEETING OF SHAREHOLDERS PRESENTLY
SCHEDULED FOR MAY 18, 2006. THE PARTIES AGREE THAT THEY SHALL PUBLICLY ANNOUNCE
MR. KEANE'S RESIGNATION BY ISSUING THE PRESS RELEASE ATTACHED AT EXHIBIT A.
2.
SERVICE AS A CONSULTANT. MR. KEANE SHALL SERVE THE BOARD OF
DIRECTORS OF THE COMPANY AS A CONSULTANT FROM JUNE 1, 2006 TO DECEMBER 31, 2007
(THE "CONSULTING PERIOD"). MR. KEANE'S RESPONSIBILITIES AS A CONSULTANT SHALL BE
TO PERFORM PROJECTS AND PROVIDE ADVICE AND ASSISTANCE APPROPRIATE FOR AN
INDIVIDUAL OF HIS KNOWLEDGE AND EXPERIENCE AT ANY REASONABLE TIMES REQUESTED BY
A MAJORITY OF THE BOARD OF DIRECTORS OR ITS DESIGNEE, PROVIDED THAT THE COMPANY
SHALL NOT REQUIRE MR. KEANE TO PERFORM SUCH SERVICES FOR A TOTAL OF MORE THAN
150 DAYS. IN EXCHANGE FOR HIS AVAILABILITY FOR AND PERFORMANCE OF CONSULTING
SERVICES, THE COMPANY SHALL PAY MR. KEANE CONSULTING PAYMENTS ON A MONTHLY BASIS
IN ARREARS AT A RATE OF $26,000 PER MONTH EFFECTIVE FOR THE CONSULTING PERIOD
(THE "CONSULTING PAYMENTS"). MR. KEANE SHALL BE AN INDEPENDENT CONTRACTOR OF THE
COMPANY DURING THE CONSULTING PERIOD. NOTWITHSTANDING THE FOREGOING, MR. KEANE'S
SERVICE AS A CONSULTANT SHALL NOT BE CONSIDERED TO BE A CONTINUATION OF A
RELATIONSHIP WITH THE COMPANY FOR PURPOSES OF ANY STOCK OPTION OR EQUITY PLAN OF
THE COMPANY, OR ANY STOCK OPTION AGREEMENT OR ANY RESTRICTED STOCK AWARD
AGREEMENT, EACH AS DEFINED BELOW. AFTER JANUARY 1, 2007, MR. KEANE MAY TERMINATE
HIS AGREEMENT TO PROVIDE CONSULTING
services