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Exhibit 10.21
AGREEMENT
THIS AGREEMENT ("Agreement") is entered into as of March 11, 2005, by
and between Keane, Inc., a Massachusetts corporation with its principal place
of business at 100 City Square, Boston, Massachusetts 02129 ("Keane" or the
"Company"), and Robert B. Atwell, (the "Executive"). Keane and the Executive are
referred to together herein as the "Parties."
WHEREAS, the Executive intends to retire on or about December 31, 2006
(the "Retirement Date") and would like to remain employed by Keane until that
time;
WHEREAS, Keane would like the Executive's job duties and
responsibilities to undergo an orderly transition prior to the Executive's
retirement;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Parties agree as follows:
1. TERM OF EMPLOYMENT. Keane hereby agrees to employ the Executive, and
the Executive hereby accepts employment with Keane, upon the terms set
forth in this Agreement, for the period ending on the Retirement Date,
unless sooner terminated in accordance with the provisions of paragraph
2. Subject to the benefits described in paragraph 3, the Company
retains the right to terminate the employment of the Executive at any
time, including, without limitation, with or without notice and with or
without Cause. The Retirement Date may be changed upon the mutual
agreement of both Parties.
2. EMPLOYMENT TERMINATION. The employment of the Executive by the Employer
pursuant to this Agreement shall terminate upon the occurrence of any
of the following:
a. Attainment of the Retirement Date;
b. FOR CAUSE. At the election of Keane, "for Cause" (as defined
below), immediately upon written notice by Keane to the
Executive. For the purposes of this Agreement, "for Cause"
termination shall be deemed to exist upon a good faith finding
by the Company of failure of the Executive to perform his
assigned duties for the Company, illegal conduct, dishonesty,
gross negligence or misconduct;
c. FOLLOWING A CHANGE IN CONTROL. Termination within one year
following a Change in Control, as defined in Exhibit A to this
Agreement.
d. 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;
e. Termination at the election of Keane without Cause, upon not
less than 90 days' prior written notice of termination; or
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f. Termination at the election of the Executive, upon not less
than 90 days' prior written notice of termination.
3. EFFECT OF TERMINATION.
a. TERMINATION UPON ATTAINMENT OF THE RETIREMENT DATE. If the
Executive's employment is terminated upon attainment of the
Retirement Date pursuant to paragraph 2.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.
In this circumstance, Keane also agrees to seek approval of
its Board of Directors to accelerate the vesting of any
unvested shares of Restricted Stock and Stock Options held by
the Executive, to his benefit.
b. TERMINATION BY KEANE FOR CAUSE. If the Executive's employment
is terminated by Keane for Cause pursuant to paragraph 2.b,
Keane shall pay to the Executive the compensation and benefits
otherwise payable to him through the last day of his actual
employment by Keane.
c. TERMINATION FOLLOWING A CHANGE IN CONTROL. If the Executive's
employment is terminated following a Change in Control
pursuant to paragraph 2.c, this Agreement shall be null and
void and the terms of the Executive's Change-in-Control
Agreement, attached, shall apply.
d. TERMINATION FOR DEATH OR DISABILITY. If the Executive's
employment is terminated by death or because of disability
pursuant to paragraph 2.d, Keane shall pay to the estate of
the Executive or to the Executive, as the case may be, the
compensation which would otherwise be payable to the Executive
up to the end of the month in which the termination of his
employment because of death or disability occurs.
e. TERMINATION BY KEANE WITHOUT CAUSE. If the Executive's
employment is terminated by Keane without cause pursuant to
paragraph 2.e:
(i) Prior to December 31, 2005, Keane shall continue to
pay the Executive his base salary, for one year; or
(ii) After December 31, 2005 but before attainment of the
Retirement Date, Keane shall continue to pay the
Executive his base salary through the Retirement
Date; and
(iii) Keane agrees to seek approval of its Board of
Directors to accelerate the vesting of any unvested
shares of Restricted Stock and Stock Options held by
the Executive, to his benefit.
(iv) The last day of the Executive's actual employment
with Keane shall be treated as a qualifying event
under the Consolidated Omnibus Reconciliation Act of
1985 ("COBRA"), and the Executive will receive COBRA
information under separate cover. If the Executive
elects continuation coverage under COBRA, during the
period the Executive is receiving base salary
continuation payments under this paragraph 3.e, he
will be responsible for any contribution required
from active employees of the Company under said
health insurance program.
f. TERMINATION AT THE ELECTION OF THE EXECUTIVE. If the Executive
elects to terminate his employment for any reason whatsoever,
in accordance with paragraph 2.f,
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Keane shall pay to the Executive the compensation and benefits
otherwise payable to him through the last day of his actual
employment by Keane.
4. OBLIGATIONS AND RESTRICTIVE COVENANTS. All obligations and restrictive
covenants as set forth in any existing or future Employment Agreements,
Stock Option Agreements, or the like, shall remain in full force and
effect notwithstanding this Agreement, including but not limited to,
provisions and/or restrictions relating to trade secrets, confidential
information, works made for hire and inventions, competition,
solicitation, hiring, Company property, et cetera.
5. RELEASE OF CLAIMS BY EXECUTIVE. In order to receive any severance
payment described in this Agreement, the Executive shall be required to
execute a Release Agreement, in a form acceptable to Keane's counsel,
before and as a condition of receiving any such payment.
6. SUCCESSION AND ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. No Party may assign either this
Agreement or any of its rights, interests or obligations hereunder
without the prior written approval of the other Party; provided, that
Keane may assign its rights, interests or obligations hereunder to: (a)
a subsidiary, subdivision or affiliate, provided that Keane shall
remain responsible to the Executive for such obligations in the event
they are not met by such assignee; or to a person, corporation,
organization or other entity that acquires (whether by stock or merger
or otherwise) all or substantially all of the business or assets of
Keane.
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7. MISCELLANEOUS.
a. This Agreement may be amended or modified only by a written
instrument executed by Keane and the Executive.
b. This Agreement shall be governed by and construed in
accordance with the internal laws (and not the laws of
conflicts) of the Commonwealth of Massachusetts.
c. The term "Keane" shall include Keane, Inc. and any of its
subsidiaries, subdivisions and affiliates. The captions of the
sections of this Agreement are for convenience of reference
only and in no way define, limit or affect the scope or
substance of any section of this Agreement.
d. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original but both of which together
shall constitute one and the same instrument.
e. The Executive states and represents that he has had an
opportunity to fully discuss and review the terms of this
Agreement with an attorney. The Executive further states and
represents that he has carefully read this Agreement,
understands the contents herein, freely and voluntarily
assents to all of the terms and conditions hereof, and signs
his name of his own free act.
Executed this 11th day of March, 2005.
By: /s/ Robert B. Atwell
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Robert B. Atwell
By: /s/ Brian T. Keane
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Brian T. Keane
President and Chief Executive Officer
Keane, Inc.
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EXHIBIT A
DEFINITION OF "CHANGE IN CONTROL"
"Change in Control" shall mean any of the following:
(a) any "person," as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended
(the "Act") (other than the Company, any of its
subsidiaries, or any trustee, fiduciary or other person or
entity holding securities under any employee benefit plan
or trust of the Company or any of its subsidiaries),
together with all "affiliates" and "associates" (as such
terms are defined in Rule 12b-2 under the Act) of such
person, shall become the "beneficial owner" (as such term
is defined in Rule 13d-3 under the Act), directly or
indirectly, of securities of the Company representing
fifty percent (50%) or more of either (A) the combined
voting power of the Company's then outstanding securities
having the right to vote in an election of the Company's
Board ("Voting Securities") or (B) the then outstanding
shares of Company's common stock ("Common Stock") (other
than as a result of an acquisition of securities directly
from the Company); or
(b) During any period of two years or less, persons who at the
beginning of such period (the "Commencement Date")
constitute the Company's Board (the "Incumbent Directors")
cease for any reason, including, without limitation, as a
result of a tender offer, proxy contest, merger or similar
transaction, to constitute at least a majority of the
Board, provided that any person becoming a director of the
Company subsequent to the Commencement Date shall be
considered an Incumbent Director if such person's election
was approved by or such person was nominated for election
by a vote of at least a majority of the Incumbent
Directors; but provided further, that any such person
whose initial assumption of office is in connection with
an actual or threatened election contest relating to the
election of members of the Board or other actual or
threatened solicitation of proxies or consents by or on
behalf of a person other than the Board, including by
reason of agreement intended to avoid or settle any such
actual or threatened contest or solicitation, shall not be
considered an Incumbent Director; or
(c) the stockholders of the Company shall approve (A) any
consolidation or merger of the Company where the
stockholders of the Company, immediately prior to the
consolidation or merger, would not, immediately after the
consolidation or merger, beneficially own (as such term is
defined in Rule 13d-3 under the Act), directly or
indirectly, shares representing in the aggregate fifty
percent (50%) or more of the voting shares of the Company
issuing cash or securities in the consolidation or merger
(or of its ultimate parent corporation, if any),
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(B) any sale, lease, exchange or other transfer (in one
transaction or a series of transactions contemplated or
arranged by any party as a single plan) of all or
substantially all of the assets of the Company or (C) any
plan or proposal for the liquidation or dissolution of the
Company.
Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have
occurred for purposes of the foregoing clause (a) solely as the result of an
acquisition of securities by the Company which, by reducing the number of shares
of Common Stock or other Voting Securities outstanding, increases the
proportionate number of shares beneficially owned by any person to fifty percent
(50%) or more of either (A) the combined voting power of all of the then
outstanding Voting Securities or (B) Common Stock; provided, however, that if
any person referred to in this sentence shall thereafter become the beneficial
owner of any additional shares of Voting Securities or Common Stock (other than
pursuant to a stock split, stock dividend, or similar transaction or as a result
of an acquisition of securities directly from the Company) and immediately
thereafter beneficially owns fifty percent (50%) or more of either (A) the
combined voting power of all of the then outstanding Voting Securities or (B)
Common Stock, then a "Change of Control" shall be deemed to have occurred for
purposes of the foregoing clause (a).