SAVINGS PLANS), COMPANY-PROVIDED PARKING AND PAID
VACATION, IN EACH CASE TO THE SAME EXTENT AS, AND ON THE SAME TERMS AND
CONDITIONS AS, OTHER SIMILARLY SITUATED SENIOR EXECUTIVES OF THE COMPANY FROM
TIME TO TIME.
E.
EXPENSES. THE EXECUTIVE SHALL BE
ENTITLED TO RECEIVE PROMPT REIMBURSEMENT FOR ALL REASONABLE EXPENSES INCURRED BY
THE EXECUTIVE DURING HER EMPLOYMENT WITH KEANE IN CARRYING OUT HER DUTIES UNDER
THIS AGREEMENT, PROVIDED THAT THE EXECUTIVE COMPLIES WITH THE POLICIES,
PRACTICES AND PROCEDURES OF THE COMPANY FOR SUBMISSION OF EXPENSE REPORTS,
RECEIPTS, OR SIMILAR DOCUMENTATION OF SUCH EXPENSES.
5.
EMPLOYMENT TERMINATION.
THE EXECUTIVE'S EMPLOYMENT PURSUANT TO
THIS AGREEMENT MAY BE TERMINATED AS FOLLOWS:
A.
FOR CAUSE.
AT THE ELECTION OF KEANE,
FOR "CAUSE", IMMEDIATELY UPON WRITTEN NOTICE BY KEANE TO THE EXECUTIVE.
FOR THE
PURPOSES OF THIS AGREEMENT, "CAUSE" FOR TERMINATION SHALL MEAN AND SHALL BE
LIMITED TO:
(I)
WRONGFUL MISAPPROPRIATION OF THE FUNDS
OR PROPERTY OF THE COMPANY;
(II)
USE OF ALCOHOL OR ILLEGAL DRUGS
INTERFERING WITH THE PERFORMANCE OF THE EXECUTIVE'S OBLIGATIONS, CONTINUING
AFTER WRITTEN WARNING OF SUCH ACTIONS;
(III)
COMMISSION OF A FELONY, OR OF ANY CRIME
INVOLVING MORAL TURPITUDE, DISHONESTY, THEFT OR UNETHICAL CONDUCT;
(IV)
COMMISSION OF ANY WILLFUL, INTENTIONAL OR
GROSSLY NEGLIGENT ACT WHICH WOULD REASONABLY BE EXPECTED TO MATERIALLY INJURE
THE REPUTATION, BUSINESS OR BUSINESS RELATIONSHIPS OF THE COMPANY OR WHICH WOULD
BRING THE EXECUTIVE OR THE COMPANY INTO DISREPUTE, OR THE WILLFUL COMMISSION OF
ANY ACT WHICH IS A BREACH OF THE EXECUTIVE'S FIDUCIARY DUTIES TO THE COMPANY;
(V)
THE DELIBERATE OR WILLFUL FAILURE BY THE
EXECUTIVE (OTHER THAN BY REASON OF THE EXECUTIVE'S PHYSICAL OR MENTAL ILLNESS,
INCAPACITY OR DISABILITY) TO SUBSTANTIALLY PERFORM HER DUTIES WITH THE COMPANY
AND THE CONTINUATION OF SUCH FAILURE FOR A PERIOD OF 30 DAYS AFTER DELIVERY BY
THE COMPANY TO THE EXECUTIVE OF NOTICE SPECIFYING THE SCOPE AND NATURE OF SUCH
FAILURE AND THE COMPANY'S INTENTION TO TERMINATE THE EXECUTIVE FOR CAUSE;
(VI)
COMMISSION OF ANY ACT WHICH CONSTITUTES A
MATERIAL BREACH OF THE POLICIES OF THE COMPANY, INCLUDING BUT NOT LIMITED TO THE
DISCLOSURE OF ANY CONFIDENTIAL INFORMATION OR TRADE SECRETS PERTAINING TO THE
COMPANY OR ANY OF ITS CLIENTS; OR
(VII)
COMMISSION OF ANY DISHONEST ACT OR THE MAKING OF
ANY DISHONEST OR INTENTIONALLY MISLEADING STATEMENT RELATING TO THE BUSINESS OF
THE COMPANY.
B.
FOLLOWING A CHANGE-IN-CONTROL.
AT THE
ELECTION OF KEANE, WITHOUT CAUSE OR AT THE ELECTION OF THE EXECUTIVE, FOR "GOOD
REASON," FOLLOWING A CHANGE IN CONTROL (AS DEFINED IN EXHIBIT A TO THIS
AGREEMENT).
FOR PURPOSES OF THIS AGREEMENT, GOOD REASON SHALL MEAN AND BE
LIMITED TO:
(I)
THE EXECUTIVE'S TITLE, DUTIES, STATUS,
REPORTING RELATIONSHIP, AUTHORITY OR RESPONSIBILITIES HAVE BEEN MATERIALLY AND
ADVERSELY AFFECTED; OR
(II)
THE EXECUTIVE'S COMPENSATION, INCLUDING
BASE SALARY AND BONUS TARGET, HAS BEEN REDUCED BY 10% OR GREATER; OR
(III)
IF THE EXECUTIVE'S PRINCIPAL PLACE OF
EMPLOYMENT IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL IS RELOCATED TO A LOCATION
MORE THAN 25 MILES FROM SUCH PLACE OF EMPLOYMENT.
C.
IN