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EXHIBIT 10.11
KEANE, INC.
UK EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE.
The Keane, Inc. UK Employee Stock Purchase Plan (the "Plan"), is intended
to provide eligible employees of Keane Ltd. ("Ltd."), a wholly owned subsidiary
of Keane, Inc. (the "Company") an opportunity to acquire a proprietary interest
in the Company through the purchase of shares of common stock of the Company,
Ten Cents ($0.10) par value (the "Common Stock" or "Stock"). The Company intends
that the Plan offer eligible employees of Ltd. rights to purchase Stock on
substantially the same terms and conditions as available to other employees of
the Company under the Keane, Inc. 1992 Employee Stock Purchase Plan.
2. DEFINITIONS.
For purposes hereof, in addition to those terms defined elsewhere herein,
the following terms shall have the meanings indicated unless the context or
applicable law shall otherwise require.
(a) "BENEFICIARY" means one or more individuals designated as such
pursuant to Section 13 hereof.
(b) "BOARD" means the Board of Directors of the Company.
(c) "COMPENSATION" means regular straight-time earnings, sales commissions
and recruiter bonuses all prior to deduction of taxes and other withholding
charges and employee contributions to employee benefit plans, but excludes
employer contributions to or benefits payable under such plans.
(d) "EMPLOYEE" means any person who is customarily employed for more than
twenty (20) hours per week by Ltd.
(e) "MONTH OF SERVICE" means a calendar month in which an Employee has
completed an hour of service.
(f) "OFFERING COMMENCEMENT DATE" with respect to an Offering under the
Plan means the first day of the applicable semi-annual period for such Offering
pursuant to Section 4 hereof.
(g) "OFFERING TERMINATION DATE" with respect to an Offering under the Plan
means the last day of the applicable semi-annual period for such Offering
pursuant to Section 4 hereof.
(h) "PARTICIPANT" means an Employee who is participating in this Plan in
accordance with the provisions hereof.
(i) "PLAN ADMINISTRATOR" means the Treasurer of the Company.
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3. ELIGIBILITY.
(a) Any Employee who shall have completed twelve (12) Months of Service
with Ltd., based upon the Employee's adjusted date of hire as computed by the
Company or Ltd. in accordance with its usual policies and procedures, and shall
be employed by Ltd. on the last day of such twelve (12) month period and upon
the first Offering Commencement Date thereafter, shall be eligible to
participate in the Plan.
(b) Any provision of the Plan to the contrary notwithstanding, no Employee
may participate, or continue to participate, in the Plan:
(i) if, immediately after the grant of any option to purchase
Common Stock hereunder, such Employee would own and/or hold outstanding
options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or of
any parent or subsidiary thereof; or
(ii) if any option to purchase Common Stock hereunder would permit
such Employee's rights to purchase stock under all employee stock purchase
plans of the Company and its parent and subsidiary corporations to accrue
at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of the fair
market value of the Common Stock determined at the time such option is
granted) for each calendar year in which such Option is outstanding at any
time.
4. OFFERINGS.
The Plan will be implemented by consecutive semi-annual offerings (referred
to herein collectively as "Offerings" and individually as an "Offering").
Offerings will begin each January 1 and July 1, or the first business day
thereafter. The Board may, at its discretion, choose a different offering period
of twelve (12) months or less for subsequent Offerings. Participation in any one
or more of the Offerings under the Plan shall neither limit, nor require,
participation in any other Offering
5. PARTICIPATION.
(a) An eligible Employee may participate in the Plan by completing an
authorization for payroll deduction on the form provided (an "Authorization")
and filing it with the Plan Administrator. Each Authorization shall authorize a
regular payroll deduction from the Employee's Compensation. Once an Employee has
filed an Authorization, he or she will automatically participate in subsequent
Offerings until and unless he or she withdraws from an Offering pursuant to
Sections 7(b) or 9 hereof, or his or her participation is terminated by the
Company pursuant to Section 14 hereof.
(b) The Plan Administrator will maintain payroll deduction accounts for
all Participants. A Participant may authorize a payroll deduction of a specified
whole percentage of Compensation, up to a maximum of ten percent (10%) of his or
her Compensation for the period during which he or she elects to participate in
the Plan, but in no event may any Participant authorize a deduction of more than
Twenty Thousand Dollars ($20,000) in any calendar year.
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All payroll deductions made for a Participant shall be credited to his or her
account under the Plan. No Participant may make any separate cash payment into
such account.
(c) Except as provided in this paragraph (c) and Sections 7(b) or 9, a
Participant may not make any changes to his or her participation during an
Offering, except insofar as a change in the amount of Compensation affects the
amount represented by the percentage of Compensation elected by the Participant.
By written notice to the Plan Administrator, a Participant may make a change in
his or her payroll deduction once during each Offering. A Participant may make a
change in his or her payroll deduction for a subsequent Offering by filing a new
Authorization with the Plan Administrator prior to the Offering Commencement
Date of such Offering.
6. GRANTING OF OPTION.
(a) For each of the Offerings, a Participant shall be deemed to have been
granted an option (the "Option") to purchase, on the applicable Offering
Termination Date, that number of shares of Common Stock determined by dividing
the market value of a share of Common Stock on the applicable Offering
Commencement Date into Twelve Thousand Five Hundred Dollars ($12,500).
(b) For purposes hereof, the market value of Common Stock shall be the
official closing price of the Common Stock on the American Stock Exchange or
such other exchange or automated quotation system upon which the Common Stock
shall from time to time be regularly traded, on the Offering Commencement Date
and Offering Termination Date applicable to such Offering (or on the next
regular business date on which shares of Common Stock shall be traded in the
event that no shares of Common Stock shall have been traded on the relevant
date).
7. EXERCISE OF OPTION.
With respect to each Offering during the term of the Plan:
(a) Unless a Participant gives written notice of withdrawal to the Plan
Administrator or his or her employment is terminated, or his or her
participation is terminated by the Company pursuant to Section 14 hereof, in
each case as hereinafter provided, his or her Option will be deemed to have been
exercised automatically on the Offering Termination Date applicable to such
Offering to the extent of that number of shares (including fractional shares) of
Common Stock which the accumulated payroll deductions credited to his or her
account at that time will purchase at the applicable Option Exercise Price,
defined for purposes of each such Offering as eighty-five percent (85%) of the
market value of a share of Common Stock on (i) the applicable Offering
Commencement Date, or (ii) the applicable Offering Termination Date, whichever
is lower. If the amount then credited to the Participant's account exceeds the
purchase price of the number of shares of Common Stock with respect to which an
Option has been granted to the Participant as provided in Section 6 hereof
pursuant to such Offering, any excess shall be paid to the Participant (or if
the Participant dies prior to payment, to his or her Beneficiary) within a
reasonable period following said Offering Termination Date.
(b) By written notice to the Plan Administrator a minimum of one (1) month
prior to the Offering Termination Date applicable to any such Offering, a
Participant may elect to cease all future payroll deductions and to withdraw all
accumulated payroll deductions in his or her
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account. Such accumulated payroll deductions shall be paid to the Participant
(or, if the Participant dies prior to payment, to his or her Beneficiary) within
a reasonable period following said Offering Termination Date.
8. DELIVERY.
Within a reasonable period after the Offering Termination Date of each
Offering, the Plan Administrator will deliver the shares of Common Stock
purchased upon the exercise of such Participant's Option to the Participant's
account with the its agent. Upon the Participant's request, the agent will
deliver one or more certificates representing such shares to the Participant by
mail or, at the Participant's option, directly to a broker designated by the
Participant.
9. WITHDRAWAL.
(a) As provided in Section 7(b), a Participant may withdraw all, but not
less than all, payroll deductions credited to his or her account under any
Offering by giving written notice of withdrawal to the Plan Administrator a
minimum of one (1) month prior to the Offering Termination Date. All of the
Participant's payroll deductions credited to his or her account will be paid to
the Participant (or if the Participant dies subsequent to such notice but prior
to payment, to his or her Beneficiary) within a reasonable period following said
Offering Termination Date, and no further payroll deductions will be made from
his or her pay during such Offering. The Plan Administrator may, at its option,
treat an attempt by a Participant to borrow on the security of accumulated
payroll deductions as an election pursuant to Section 7(b) to withdraw such
deductions.
(b) A Participant's withdrawal from an Offering will not have any effect
upon his or her eligibility to participate in any succeeding Offering or in any
similar plan which may hereafter be adopted by the Company or Ltd.
(c) Upon termination of the Participant's employment with Ltd. for any
reason other than death or disability, the payroll deductions credited to his or
her account will be returned to the Participant (or, if the Participant dies
subsequent to such termination of employment, to his or her Beneficiary) if such
termination occurred a minimum of one (1) month prior to the Offering
Termination Date. If such termination occurred less than one (1) month prior to
such Date, the Participant's Option will be deemed to have been automatically
exercised in accordance with Section 7(a) hereof.
(d) Upon termination of the Participant's employment due to death or
disability, the Participant or his or her Beneficiary, by written notice given
to the Plan Administrator within thirty (30) days following such termination,
but in any event prior to the Offering Termination Date, may elect to:
(i) withdraw all payroll deductions credited to the Participant's
account under the Plan; or
(ii) exercise the Participant's option pursuant to Section 7(a)
hereof.
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In the event that no such written notice of election shall be timely
received by the Plan Administrator, the Participant or Beneficiary shall
automatically be deemed to have elected to withdraw the payroll deductions
credited to the Participant's account and the same shall be paid within a
reasonable period to the Participant or said Beneficiary.
10. INTEREST.
No interest will be paid or allowed on any money paid into the Plan or
credited to the account of any Participant.
11. STOCK.
(a) The maximum number of shares of Common Stock which shall be made
available for sale under the Plan is 500,000 shares, subject to further
adjustment upon changes in capitalization of the Company as provided in Section
16 hereof. If the total number of shares for which Options are exercised on any
Offering Termination Date in accordance with Section 7 hereof exceeds the number
of shares of Common Stock which remain available for issue under the Plan, the
Plan Administrator shall make a pro rata allocation of the shares available for
delivery and distribution in as nearly a uniform manner as shall be practicable
and as it shall determine to be equitable, and the balance of payroll deductions
credited to the account of each Participant under the Plan shall be returned to
him or her as promptly as possible. The Company may purchase shares on the open
market in order to have shares available for purchase by Participants in each
Offering.
(b) The Participant will have no interest in Common Stock to which his or
her Option pertains until such Option has been exercised.
(c) Common Stock to be delivered to a Participant under the Plan will be
registered in the name of the Participant or, if the Participant so directs by
written notice to the Plan Administrator prior to the Offering Termination Date
applicable thereto, in the names of the Participant and one such other adult
natural person as may be designated by the Participant, as joint tenants with
rights of survivorship, to the extent permitted by applicable law.
12. ADMINISTRATION.
The Plan shall be administered by the Plan Administrator. The
interpretation and construction of any provision of the Plan and the adoption of
rules and regulations for administering the Plan shall be made by the Plan
Administrator, subject to review and modification by the Board, at its option.
Determinations made by the Plan Administrator or the Board with respect to any
matter or provision contained in the Plan shall, subject to Board review at its
option, be final, conclusive and binding upon the Company, Ltd., and upon all
Participants, their heirs or legal representatives. Any rule or regulation
adopted by the Plan Administrator shall remain in full force and effect unless
and until altered, amended, or repealed by the Plan Administrator or the Board.
The Company shall indemnify the Plan Administrator and Board members to the
fullest extent permitted by applicable law for any expenses incurred in
defending a civil or criminal action or proceeding arising out of such
individual's actions with respect to administration of the Plan in advance of
the final disposition of such action or proceeding, upon receipt of an
undertaking by the person indemnified to repay such payment if
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such individual shall be adjudicated not to have acted in good faith in the
reasonable belief that such individual's action was in the best interest of the
Company.
13. DESIGNATION OF BENEFICIARY.
A Participant may file a written designation of a Beneficiary who is to
receive any shares of Common Stock and/or cash in the event of the death of the
Participant prior to the delivery of such shares or cash to the Participant.
Such designation of Beneficiary may be changed by the Participant at any time by
written notice to the Plan Administrator. Within thirty (30) days after the
death of a Participant, the Beneficiary may, as provided in paragraph 9(d)
hereof, elect to exercise the Participant's Option when it becomes exercisable
on the Offering Termination Date of the then-current Offering. Upon the death of
a Participant and upon receipt by the Plan Administrator of proof of identity
and existence at the Participant's death of a Beneficiary validly designated by
the Participant under the Plan, and notice of election of the Beneficiary to
exercise the Option, the Plan Administrator shall deliver such Stock and/or cash
to such Beneficiary. In the event of the death of a Participant and in the
absence of a Beneficiary validly designated under the Plan who is living at the
time of such Participant's death, the Plan Administrator shall deliver such
Stock and/or cash to the executor or administrator of the estate of the
Participant or, if no such executor or administrator has been appointed (to the
knowledge of the Plan Administrator), the Plan Administrator, in its discretion,
may deliver such Stock and/or cash to the spouse or to any one or more
dependents of the Participant as the Plan Administrator may designate, and such
persons shall be deemed Beneficiaries for purposes hereof. No Beneficiary shall,
prior to the death of the Participant by whom he or she has been designated,
acquire any interest in the Stock or cash credited to the Participant.
14. UK TAX LIABILITY.
Participants shall agree to pay all income tax and employee's national
insurance contributions arising on the exercise of each such Option, and shall
either enter into an election to assume liability for, or will reimburse Ltd. or
its affiliates for all liabilities for, employer's national insurance
contributions arising on the exercise of each such Option. The Company or Ltd
shall from time to time determine the form and substance of the agreement or
election to be signed by Participants pursuant to this Section 14. If a
Participant is in breach of any such agreement or election, or fails to sign
such an election or agreement when requested to do so, pursuant to this Section
14 the Company may, acting in its absolute discretion, terminate the
Participants right to participate in current and/or future Offerings. In the
event of such termination prior to an Offering Termination Date, any payroll
deductions credited to the Participant's account under such Offering shall be
returned to the Participant (subject to deduction for any amounts of income tax
and/or national insurance for which the Participant is liable).
15. TRANSFERABILITY.
Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of an Option or to receive Stock under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the Participant otherwise than by will or the laws of descent and
distribution, and any such rights are exercisable during the lifetime of the
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Participant only by him or her. Any such attempted assignment transfer, pledge,
or other disposition, or exercise of such rights, shall be without effect,
except that the Plan Administrator may treat such act as an election to withdraw
funds in accordance with Section 7(b) hereof.
16. USE OF FUNDS.
All payroll deductions received or held by Ltd. under this Plan may be used
by Ltd. for any corporate purpose, and Ltd. shall not be obligated to segregate
such payroll deductions.
17. EFFECT OF CHANGES OF COMMON STOCK.
In the event of any changes in the outstanding shares of the Common Stock
by reason of stock dividends, subdivisions, combinations and exchanges of
shares, recapitalizations or merger in which the Company is the surviving
corporation, the aggregate number and class of shares available under this Plan
and the Option Exercise Price per share shall be appropriately adjusted by the
Plan Administrator, subject to review by the Board at its option, whose
determination shall be conclusive. Any such adjustments may provide for the
elimination of any fractional shares which would otherwise become subject to any
Options.
18. AMENDMENT OR TERMINATION.
The Board may at any time terminate or amend the Plan. Except as
hereinafter provided, no such termination shall affect Options previously
granted, nor shall an amendment make any change in any Option theretofore
granted which would adversely affect the rights of any Participant.
19. NOTICES.
All notices or other communications by a Participant or Beneficiary to Ltd.
or the Company under or in connection with the Plan shall be deemed to have been
duly given when received by the Plan Administrator.
20. MERGER OR CONSOLIDATION.
If the Company shall at any time merge into or consolidate with another
corporation and the Company is the surviving entity, the holder of each Option
then outstanding will thereafter be entitled to receive at the next Offering
Termination Date upon the exercise of such Option for each share as to which
such Option shall be exercised the securities or property which a holder of one
share of the Common Stock was entitled to upon and at the time of such merger or
consolidation, and the Board shall take such steps in connection with such
merger or consolidation as the Board shall deem necessary to assure that the
provisions of Section 16 hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to the said securities or property as to which
such holder of such Option might thereafter be entitled to receive thereunder.
In the event of a merger or consolidation in which the Company is not the
surviving entity, or of a sale of assets in which the Company is not the
surviving entity, the Plan shall terminate, and all payroll deductions credited
to Participants' accounts shall be returned to them; PROVIDED, HOWEVER, that the
Board may, in the event of such merger, consolidation or sale,
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accelerate the Offering Termination Date of the Offering then in effect and
permit Participants to purchase shares under the Plan at such accelerated
Offering Termination Date.
21. REGISTRATION AND QUALIFICATION OF THE PLAN UNDER APPLICABLE SECURITIES
LAWS.
No Option shall be exercised under the Plan until such time as the Company
has qualified or registered the shares which are subject to the Options under
the applicable securities laws, to the extent required by such laws.
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