BE ELIGIBLE FOR AN ANNUAL BONUS (THE
"ANNUAL BONUS").
THE TARGET AMOUNT OF THE ANNUAL BONUS ("BONUS TARGET") WILL BE
70% OF THE ANNUAL BASE SALARY.
THE ACTUAL AMOUNT OF EACH YEAR'S ANNUAL BONUS
MAY BE LESS THAN THE BONUS TARGET OR UP TO 150% OF THE BONUS TARGET, DEPENDING
UPON CERTAIN PERFORMANCE MEASURES.
THE PRECISE AMOUNT OF THE ANNUAL BONUS SHALL
BE DETERMINED BY THE CHIEF EXECUTIVE OFFICER SUBJECT TO APPROVAL BY THE
COMPENSATION COMMITTEE OF THE BOARD. ANNUAL BONUSES ARE NOT EARNED UNTIL THE
CLOSE OF BUSINESS ON THE LAST BUSINESS DAY OF KEANE'S FISCAL YEAR, ARE BASED ON
FISCAL YEAR PERFORMANCE AND ARE GENERALLY PAID IN MARCH OR APRIL OF THE
FOLLOWING YEAR, SUBJECT TO THE CONDITION PRECEDENT THAT THE EXECUTIVE IS
EMPLOYED ON THE DATE THE ANNUAL BONUS IS PAID.
(II)
FOR 2006, THE EXECUTIVE SHALL RECEIVE AN
ANNUAL BONUS, SUBJECT TO THE CONDITION PRECEDENT DESCRIBED IN SECTION 4.B(I), AS
FOLLOWS:
(1)
75% OF THE ANNUAL BONUS EARNED UNDER THE
INCENTIVE COMPENSATION PLAN IN EFFECT IMMEDIATELY BEFORE THE EXECUTIVE ACCEPTED
HIS NEW POSITION, SUBJECT TO THE TERMS AND CONDITIONS OF THAT PLAN; AND
(2)
NO LESS THAN $61,250, WHICH AMOUNT REFLECTS
A GUARANTEED PAYMENT OF THE 2007 BONUS TARGET, PRORATED TO REFLECT THE AMOUNT OF
TIME THE EXECUTIVE IS EMPLOYED BY KEANE AS SENIOR VICE PRESIDENT, NORTH AMERICAN
REGIONS AND VERTICALS.
C.
STOCK.
(I)
WITHIN THIRTY (30) DAYS OF THE EFFECTIVE
DATE, THE EXECUTIVE WILL BE AWARDED 50,000 SHARES OF RESTRICTED STOCK, SUBJECT
TO THE TERMS AND CONDITIONS OF THE APPLICABLE STOCK OPTION PLAN AND RESTRICTED
STOCK AGREEMENT (THE "SHARES").
(II)
IN THE EVENT THAT THE EXECUTIVE CEASES TO
BE EMPLOYED BY THE COMPANY FOR ANY REASON OR FOR NO REASON, WITH OR WITHOUT
CAUSE (THE "EMPLOYMENT TERMINATION"), PRIOR TO OCTOBER 3, 2008, THE COMPANY
SHALL HAVE THE RIGHT AND OPTION (THE "PURCHASE OPTION") TO PURCHASE FROM THE
EXECUTIVE, FOR THE AMOUNT PAID BY THE EXECUTIVE PER SHARE (THE "OPTION PRICE"),
ALL OR A PORTION OF THE SHARES AS FOLLOWS:
(1)
IF THE EMPLOYMENT TERMINATION IS EFFECTIVE
BEFORE OCTOBER 3, 2007, THE COMPANY MAY EXERCISE THE PURCHASE OPTION FOR 100% OF
THE SHARES;
(2)
IF THE EMPLOYMENT TERMINATION IS EFFECTIVE
ON OR AFTER OCTOBER 3, 2007, BUT BEFORE OCTOBER 3, 2008, THE COMPANY MAY
EXERCISE THE PURCHASE OPTION FOR 50% OF THE SHARES; AND
(3)
THE COMPANY'S PURCHASE OPTION SHALL EXPIRE
ON OCTOBER 3, 2008.
(III)
NOTWITHSTANDING THE ABOVE SECTION 4.C.II, IF
THE EXECUTIVE IS TERMINATED WITHOUT CAUSE (AS DEFINED IN SECTION 5.A, BELOW)
PRIOR TO OCTOBER 3, 2008, THE COMPANY AGREES TO WAIVE ITS PURCHASE OPTION WITH
RESPECT TO THE SHARES.
(IV)
NOTWITHSTANDING THE ABOVE SECTION 4.C.II, IF
THE COMPANY IS SUBJECT TO A CHANGE-IN-CONTROL, AS DEFINED IN EXHIBIT A TO THIS
AGREEMENT, THE COMPANY AGREES TO WAIVE ITS PURCHASE OPTION WITH RESPECT TO 50%
OF THE THEN-UNVESTED PORTION OF THE SHARES.
D.
BENEFITS. DURING HIS EMPLOYMENT WITH
KEANE, THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE EMPLOYEE BENEFITS (INCLUDING
WITHOUT LIMITATION MEDICAL, LIFE INSURANCE