FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 15th, 2004 • Keane Inc • Services-computer programming services • Massachusetts
EXHIBIT (d)(3) Form of Incentive Stock Option Agreement Under 1998 Stock Incentive Plan 1. Grant of Option. This agreement evidences the grant by Keane, Inc., a Massachusetts corporation (the "Company"), on [Date], (the "Grant Date") to [Name] (the...Incentive Stock Option Agreement • September 6th, 2002 • Keane Inc • Services-computer programming services
Exhibit 10.23 CHANGE-IN-CONTROL 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...Change-in-Control Agreement • March 15th, 2005 • Keane Inc • Services-computer programming services • Massachusetts
CREDIT AGREEMENT Dated as of September 15, 2005 among KEANE, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, KEYBANK NATIONAL ASSOCIATION as Syndication Agent, WACHOVIA BANK, NATIONAL ASSOCIATION...Credit Agreement • November 7th, 2005 • Keane Inc • Services-computer programming services • Massachusetts
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 15, 2005, among KEANE, INC., a Massachusetts corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent.
OFFICE LEASEOffice Lease • March 26th, 2003 • Keane Inc • Services-computer programming services • Massachusetts
AGREEMENTEmployment Agreement • March 15th, 2005 • Keane Inc • Services-computer programming services • Massachusetts
RECITALSShareholder Agreement • August 24th, 2001 • Keane Inc • Services-computer programming services • Virginia
Keane, Inc.Non-Qualified Stock Option Agreement • September 6th, 2002 • Keane Inc • Services-computer programming services
Exhibit 10.12 REVOLVING CREDIT AGREEMENT dated as of February 28, 2003 among KEANE, INC. THE LENDERS LISTED ON SCHEDULE 1 HERETO and FLEET NATIONAL BANK with KEY CORPORATE CAPITAL INC. having acted as Documentation Agent, and FLEET NATIONAL BANK...Revolving Credit Agreement • March 26th, 2003 • Keane Inc • Services-computer programming services
BY AND AMONG KEANE, INC.,Merger Agreement • August 21st, 2001 • Keane Inc • Services-computer programming services • Virginia
REGISTRATION RIGHTS AGREEMENT among KEANE, INC. as Issuer, and MORGAN STANLEY & CO. INCORPORATED, WACHOVIA SECURITIES, LLC and FLEET SECURITIES, INC., as Initial Purchasers Dated as of June 18, 2003Registration Rights Agreement • June 20th, 2003 • Keane Inc • Services-computer programming services • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of June 18, 2003 among Keane, Inc., a Massachusetts corporation (the “Company”), and Morgan Stanley & Co. Incorporated, Wachovia Securities, LLC and Fleet Securities, Inc. (the “Initial Purchasers”), is entered into pursuant to the Purchase Agreement dated June 12, 2003 (the “Purchase Agreement”), among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.
AGREEMENT AND PLAN OF MERGER AMONG CARITOR, INC., RENAISSANCE ACQUISITION CORP. AND KEANE, INC.Merger Agreement • February 8th, 2007 • Keane, Inc. • Services-computer programming services • Massachusetts
This Agreement and Plan of Merger (this “Agreement”) is dated as of February 6, 2007, among Caritor, Inc., a California corporation (the ”Buyer”), Renaissance Acquisition Corp., a Massachusetts corporation and a wholly owned subsidiary of the Buyer (“Merger Sub”), and Keane, Inc., a Massachusetts corporation (the ”Company”).
RETENTION AGREEMENTRetention Agreement • June 23rd, 2006 • Keane, Inc. • Services-computer programming services • Massachusetts
THIS AGREEMENT (“Agreement”) is entered into on June 13, 2006, 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 Russell J. Campanello (the “Executive”). Keane and the Executive are referred to together herein as the “Parties.”
Keane, Inc. Stock Restriction Agreement Granted Under 1998 Stock Incentive PlanStock Restriction Agreement • May 5th, 2005 • Keane Inc • Services-computer programming services • Massachusetts
EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2006 • Keane, Inc. • Services-computer programming services • Massachusetts
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of October 20, 2006, 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 M. Glenn Giles (the “Executive”). Keane and the Executive are referred to together herein as the “Parties.”
Exhibit (d)(4) Form of Stock Option Agreement for TARSAP Options under 1998 Stock Incentive Plan 1. Grant of Option. This agreement evidences the grant by Keane, Inc., a Massachusetts corporation (the "Company"), on [Date], (the "Grant Date") to...Stock Option Agreement • September 6th, 2002 • Keane Inc • Services-computer programming services
Keane, Inc. Incentive Stock Option Agreement Granted Under 1998 Stock Incentive PlanIncentive Stock Option Agreement • May 5th, 2005 • Keane Inc • Services-computer programming services • Massachusetts
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • February 8th, 2007 • Keane, Inc. • Services-computer programming services • Massachusetts
THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of February 6, 2007 by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), Keane, Inc., a Massachusetts corporation (the “Company”), and Caritor, Inc., a California corporation (“Buyer”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.
RETENTION AGREEMENTRetention Agreement • June 23rd, 2006 • Keane, Inc. • Services-computer programming services • Massachusetts
THIS AGREEMENT (“Agreement”) is entered into as of June 14, 2006, 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 Laurence D. Shaw (the “Executive”). Keane and the Executive are referred to together herein as the “Parties.”
FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 4th, 2005 • Keane Inc • Services-computer programming services • Massachusetts
Fifth Amendment dated as of July 11, 2005 to Revolving Credit Agreement (the “Fifth Amendment”), by and among KEANE, INC., a Massachusetts corporation (the “Borrower”) and BANK OF AMERICA, N.A. (as successor by merger to FLEET NATIONAL BANK) and the other lending institutions listed on Schedule 1 to the Credit Agreement (as hereinafter defined) (the “Lenders”), amending certain provisions of the Revolving Credit Agreement dated as of February 28, 2003 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders, and BANK OF AMERICA, N.A. (as successor by merger to FLEET NATIONAL BANK) in its capacity as administrative agent for the Lenders (the “Administrative Agent”). Terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as therein.
ContractEmployment Agreement • November 27th, 2006 • Keane, Inc. • Services-computer programming services
THIS ADDENDUM modifies the Agreement by and between Keane, Inc. and Robert B. Atwell and entered into as of March 11, 2005. The Agreement entered into as of March 11, 2005 is referred to herein as the “Original Agreement.” Capitalized terms in this Addendum shall have the meanings ascribed to them in the Original Agreement unless otherwise defined herein.
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • June 20th, 2003 • Keane Inc • Services-computer programming services • Massachusetts
First Amendment dated as of June 11, 2003 to Revolving Credit Agreement (the “First Amendment”), by and among KEANE, INC., a Massachusetts corporation (the “Borrower”) and FLEET NATIONAL BANK and the other lending institutions listed on Schedule 1 to the Credit Agreement (as hereinafter defined) (the “Lenders”), amending certain provisions of the Revolving Credit Agreement dated as of February 28, 2003 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders, and FLEET NATIONAL BANK in its capacity as administrative agent for the Lenders (the “Administrative Agent”). Terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as therein.
Settlement AgreementSettlement Agreement • June 13th, 2006 • Keane Inc • Services-computer programming services
This Settlement Agreement (the “Agreement”) is by and between Ms. Georgina Fisk and Keane, Inc. (hereinafter the “Company”), Mr. John Keane, Sr., Mr. John Keane Jr., and Mr. Brian Keane (collectively the “Parties” and individually referred to as “Party”). For good and sufficient consideration more fully described below, the Parties agree that:
RESIGNATION AND CONSULTING AGREEMENTResignation and Consulting Agreement • May 10th, 2006 • Keane Inc • Services-computer programming services • Massachusetts
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”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 10th, 2006 • Keane Inc • Services-computer programming services • Massachusetts
First Amendment dated as of March 21, 2006 to Credit Agreement (the “First Amendment”), by and among KEANE, INC., a Massachusetts corporation (the “Borrower”) and BANK OF AMERICA, N.A. and the other lending institutions listed on Schedule 2.01 to the Credit Agreement (as hereinafter defined) (the “Lenders”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), amending certain provisions of the Credit Agreement dated as of September 15, 2005 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Keybank National Association, as Syndication Agent and Wachovia Bank, National Association, as Documentation Agent. Terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as therein.
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2005 • Keane Inc • Services-computer programming services • Massachusetts
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of August 5, 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 Richard Garnick (the “Executive”). Keane and the Executive are referred to together herein as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2007 • Keane, Inc. • Services-computer programming services • Massachusetts
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of January 22, 2007, 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 Kirk Arnold (the “Executive”). Keane and the Executive are referred to together herein as the “Parties.” The terms and conditions of this Agreement shall commence at the beginning of the Executive’s employment with the Company as contemplated herein, and not before such time.
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 4th, 2005 • Keane Inc • Services-computer programming services • Massachusetts
Fourth Amendment dated as of March 31, 2005 to Revolving Credit Agreement (the “Fourth Amendment”), by and among KEANE, INC., a Massachusetts corporation (the “Borrower”) and FLEET NATIONAL BANK and the other lending institutions listed on Schedule 1 to the Credit Agreement (as hereinafter defined) (the “Lenders”), amending certain provisions of the Revolving Credit Agreement dated as of February 28, 2003 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders, and FLEET NATIONAL BANK in its capacity as administrative agent for the Lenders (the “Administrative Agent”). Terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as therein.
CONSULTING AGREEMENTConsulting Agreement • May 5th, 2005 • Keane Inc • Services-computer programming services • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), made this 5th day of April, 2005, is entered into by Keane, Inc., a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (the “Company”), and John F. Keane, Jr., residing at 151 Country Drive, Weston, Massachusetts 02493 (the “Consultant”).
AND I.N. BROWN AND C.G. POWELL (2)Interim Deed • March 15th, 2005 • Keane Inc • Services-computer programming services
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 18th, 2007 • Keane, Inc. • Services-computer programming services
This FIRST AMENDMENT to AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of April 12, 2007, among Caritor, Inc., a California corporation (the “Buyer”), Renaissance Acquisition Corp., a Massachusetts corporation and a wholly-owned subsidiary of the Buyer (the “Merger Subsidiary”), and Keane, Inc., a Massachusetts corporation (the “Company”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 18th, 2007 • Keane, Inc. • Services-computer programming services • Massachusetts
Second Amendment dated as of April 12, 2007 to Credit Agreement (the “Second Amendment”), by and among KEANE, INC., a Massachusetts corporation (the “Borrower”), BANK OF AMERICA, N.A. and the other lending institutions party to the Credit Agreement (as hereinafter defined) (the “Lenders”), and BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), amending certain provisions of the Credit Agreement dated as of September 15, 2005 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders, the Administrative Agent, Bank of America, N.A., as Swing Line Lender and L/C Issuer, Keybank National Association, as Syndication Agent and Wachovia Bank, National Association, as Documentation Agent. Terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as therein.
