**Exhibit 10.19**

** **

**KANBAY INTERNATIONAL, INC.**

** **

**NON-QUALIFIED STOCK OPTION AGREEMENT**

 
| **Participant:                                                    ** | ** ** | **Number of Shares subject to this Option:                           ** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                                                                                                                                                                                                |
| **Date of Grant:   [                          ],  2004**                                                                                                                                          | ** ** | **Exercise Price:  $                           **             |

 

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”),effective as of the Date of Grant set forth above, is entered into by andbetween Kanbay International, Inc., a Delaware corporation (the “Company”) andthe Participant set forth above.

 

**RECITALS**

** **

WHEREAS, the Company has adopted the KanbayInternational, Inc. Stock Incentive Plan (as amended from time to time, the “Plan”),which provides for the grant of non-statutory stock options (the “Options”) toService Providers (as defined in the Plan) of the Company, as selected by theCompany’s Compensation Committee (the “Committee”), to purchase Shares of theCompany;

 

WHEREAS, the Participant has been selected by theCommittee to receive an Option in accordance with the provisions of the Plan;and

 

WHEREAS, the parties hereto desire to evidence inwriting the terms and conditions of the Option.

 

NOW, THEREFORE, in consideration of the foregoing andof the mutual covenants and agreements herein contained and other good andvaluable consideration, the receipt, sufficiency and adequacy of which arehereby acknowledged, the parties hereto hereby agree as follows:

 

# **1.             Definitions**

# ** **

All capitalizedterms used in this Agreement shall have the same meanings as are ascribed tothem in the Plan, unless expressly provided otherwise in this Agreement.

 

# **2.             Grant of Option; Exercise Price**

# ** **

TheCompany hereby awards to the Participant this Option to purchase all or anypart of the number of shares of Common Stock set forth above (the “OptionShares”) at the Exercise Price set forth above on the terms and conditions setforth herein and subject in all respects to the terms and provisions of thePlan, which is incorporated herein by reference. This Option is not intended tobe treated as an Incentive Stock Option.

 

# **3.             Vesting of Option**

# ** **

This Option is exercisable only upon and after vesting.The Options granted herein shall vest ratably on each day that the Participant’sService continues over the first four years following the Grant Date. Except asprovided in Section 4 below, or as the Committee may

 

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determine in its sole discretion on a case by case basis, no Optionshall continue to vest after the date the Participant has terminated Servicefor any reason and any unvested portion of this Option theretofore held by theParticipant shall be forfeited as of that date.

 

# **4.             Special Vesting Provisions.**

# ** **

## (a)           Notwithstanding anything to the contrary in Section 3above, if a Participant dies or suffers a Disability during the vesting perioddescribed in Section 3 above while in Service, the unvested portion of thisOption held by such Participant or any Transferee thereof shall automaticallyvest on the date of death or Disability.

##  

## (b)           Notwithstanding anything to the contrary in Section 3above, the vesting period described in Section 3 above will be suspended duringthe pendency of any bona fide leave of absence approved by the Company and thevesting period will be increased by the length of time of such leave of absence.Notwithstanding the foregoing or anything in the Plan to the contrary, if thisOption would, by the operation of this paragraph, vest after the tenthanniversary of its original Date of Grant, then this Option shall terminate onthe tenth anniversary of its original Date of Grant and in no event shall aParticipant or Transferee be permitted to exercise this Option after the tenthanniversary of the original Date of Grant. This paragraph shall have no effecton this Option, or portions hereof, which, by its terms, is vested prior to thefirst day of an Employee’s leave of absence.

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## (c)           If a Change in Control occurs, the unvested portion ofthis Option will become fully vested on the closing date of the Change inControl, if the Participant has remained in Service continuously until thatdate.

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# **5.             Exercise of Option**

# ** **

## (a)           Except as otherwise provided herein, a portion of theOption granted hereunder shall expire on the date that is five (5) years fromthe date of the first, second, third and fourth anniversary of the Date ofGrant, as follows: 

 
| ** **   | ** ** | **Anniversary of Grant Date**       | ** ** | **Option Expires if not Exercised** |
|--------------|------------|-------------------------------------|------------|-------------------------------------|
| ** **   | ** ** | ** **                          | ** ** | ** **                          |
| [100] Shares |       | May     ,  2005 |       | May     ,  2010 |
| [100] Shares |       | May     ,  2006 |       | May     ,  2011 |
| [100] Shares |       | May     ,  2007 |       | May     ,  2012 |
| [100] Shares |       | May     ,  2008 |       | May     ,  2013 |

 

The Participant will bedeemed to exercise portions of this Option in the order in which each portionof this Option vests. If the Participant does not exercise any portion of theOption within five (5) years from the date of the first, second, third andfourth anniversary of the Date of Grant, as applicable, that portion of theOption will expire and be forfeited.

 

## (b)           If Participant’s Service terminates due to Disability,voluntary termination by Participant, or involuntary termination by the Companywithout Cause, the vested portion of this Option (including any portion subjectto accelerated vesting pursuant to Section 4) held by such Participant or anyTransferee thereof shall be exercisable only to the extent that it was

 

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## exercisable on the date of such termination of Service and shall expirethree (3) months after such termination of Service or on its stated expirationdate, whichever occurs first.

##  

## (c)           If Participant’s Service terminates due to death, thevested portion of this Option (including any portion subject to acceleratedvesting pursuant to Section 4 and any held by a Transferee thereof) shallexpire on the first anniversary of the date of such Participant’s death,regardless of the stated expiration date of this Option.

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## (d)           If Participant’s Service terminates due to involuntarytermination by the Company with Cause, the Participant shall forfeit the vestedand unvested portion of this Option on the date of such termination of Service.

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## (e)           Subject to the Plan, this Option may be exercised bysubmitting to the Company: (i) written notice of exercise (in accordance with,and referencing, this Agreement) from the person entitled to exercise thisOption, stating the whole number of Option Shares as to which this Option isbeing exercised, the manner of payment for the Option Shares, the name andaddress to which the share certificates are to be delivered with respect to theOption Shares granted upon exercise of the Option, and such other informationas the Committee may require, and (ii) full payment for the Exercise Price ofOption Shares with respect to which this Option is exercised and anywithholding tax relating to the exercise of this Option.

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## (f)            Full payment may consist of any of the following methods:(i) in cash, or its equivalent, in United States dollars; (ii) by tenderingShares owned by the Participant for at least six months and duly endorsed fortransfer to the Company, (iii) Option Shares issuable to the Participant uponexercise of the Option, or (iv) any combination of cash, certified or cashier’scheck and Shares. Shares issued upon exercise of this Option shall be issued inthe name of the Participant or, if requested by the Participant, in the name ofthe Participant and his or her spouse. Until the Shares are issued (asevidenced by the appropriate entry on the books of the Company or of a dulyauthorized transfer agent of the Company), no right to vote or receivedividends or any other rights as a stockholder shall exist with respect to theOption Shares, notwithstanding the exercise of this Option. The Company shallissue (or cause to be issued) such Shares promptly after this Option isexercised. No adjustment will be made for a dividend or other right for whichthe record date is prior to the date the Shares are issued, except as providedin Section 7 below. Exercising this Option in any manner shall decreasethe number of Shares thereafter available for sale under this Option by the numberof Shares as to which this Option is exercised.

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## (g)           Upon receipt of the Notice of Exercise, the Company shallissue (or cause to be issued) a new certificate to the Participant for theOption Shares, registered in the name of the Participant and delivered toParticipant.

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# **6.             Restrictions on Transfer**

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## (a)           Unless determined otherwise by the Committee, this Optionmay not be sold, transferred, pledged, assigned or otherwise alienated orhypothecated, except by will or by the laws of descent or distribution or pursuant to a domestic relations order(as defined in Code Section 414(p)), and may be exercised, during thelifetime of the Participant, only by the Participant or his or her guardian orlegal representative. If the Committee permits this Option to

 

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## be transferable, the Committee may impose additional terms and conditionsas the Committee deems appropriate.

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## (b)           Notwithstanding the prohibitions set forth below insubsection (a) above, the Participant shall be permitted at all times totransfer any or all of this Option to certain trusts designated by theParticipant as long as such transfer or issuance is made as a gift (*i.e.,* a transfer for no consideration,with donative intent), whether during the Participant’s lifetime or to takeeffect upon (or as a consequence of) the Participant’s death, to theParticipant’s spouse or children. Gifts in trust shall be deemed gifts to everybeneficiary and contingent beneficiary, and so shall not be permitted underthis Section if the beneficiaries or contingent beneficiaries shall includeanyone other than such spouse or children. Transfers to a spouse or child forconsideration, regardless of the amount, shall not be permitted under thisSection. Options transferred in accordance with this subsection (b) may beexercised by the transferee.

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# **7.             Adjustments**

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## (a)           The number of Option Shares subject to this Option shallbe proportionately adjusted for any increase or decrease in the number ofissued Shares resulting from a stock split, reverse stock split, stockdividend, combination or reclassification of the Shares, or any other increaseor decrease in the number of issued Shares effected without receipt ofconsideration by the Company; provided, however, that conversion of anyconvertible securities of the Company shall not be deemed to have been “effectedwithout receipt of consideration.”  Suchadjustments shall be made by the Board, whose determination in that respectshall be final, binding and conclusive.

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## (b)           In the event of the proposed dissolution or liquidation ofthe Company, the Committee shall notify Participant as soon as practicableprior to the effective date of such proposed transaction. The Committee in itsdiscretion may provide for Participant to have the right to exercise the vestedportion of this Option until ten (10) days prior to such transaction. To theextent it has not been previously exercised, this Option will terminateimmediately prior to the consummation of such proposed action.

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## (c)           In the event of Change in Control that is a merger,consolidation, or similar reorganization of the Company with any other entitypursuant to which the holders of Shares surrender Shares (or the Shares aredeemed converted) in exchange for other shares of capital stock or securitiesof the Company or another entity, then an equitable adjustment shall be made inthis Option and Participant’s Shares subject to the Plan. Such equitableadjustment may be (i) the substitution of the number and kind of shares of capitalstock or other securities that the holders of Shares are entitled to receivefor each Share surrendered pursuant to the transaction and/or the proportionateadjustment to the Exercise Price or (ii) any other adjustment that the Boarddetermines to be equitable. Such adjustment shall be made by the Board, whosedetermination in that respect shall be final, binding and conclusive.

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## (d)           Except as provided in this Section 7, Participant shallhave no rights by reason of (i) any subdivision or consolidation of shares ofstock of any class, (ii) the payment of any dividend or (iii) any otherincrease or decrease in the number of shares of stock of any class. Anyissuance by the Company of shares of stock of any class, or securitiesconvertible into

 

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## shares of stock of any class, shall not affect, and no adjustment byreason thereof shall be made with respect to, the number or Exercise Price ofShares subject to this Option. The grant of this Option shall not affect in anyway the right or power of the Company to make adjustments, reclassifications,reorganizations or changes of its capital or business structure, to merge orconsolidate or to dissolve, liquidate, sell or transfer all or any part of itsbusiness or assets.

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# **8.             Restrictive Covenants**

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## (a)           Nondisclosure and Nonuse of Trade Secrets. The Participantacknowledges that he has had and will have access to confidential informationof the Company and its Affiliates (including, but not limited to, current andprospective confidential know-how, specialized training, customer lists,marketing plans, business plans, financial and pricing information, andinformation regarding acquisitions, mergers and/or joint ventures) concerningthe business, customers, clients, contacts, prospects, and assets of theCompany and its Affiliates that is unique, valuable and not generally knownoutside the Company and its Affiliates, and that was obtained from the Companyor an Affiliate or which was learned as a result of the performance of servicesby the Participant on behalf of the Company or an Affiliate (“Trade Secrets”). TradeSecrets shall not include any information that: (i) is now, or hereafterbecomes, through no act or failure to act on the part of the Participant thatconstitutes a breach of this Section 8, generally known or available to thepublic; (ii) is known to the Participant at the time such information wasobtained from the Company or an Affiliate; (iii) is hereafter furnished withoutrestriction on disclosure to the Participant by a third party, other than anemployee or agent of the Company or an Affiliate, who is not under anyobligation of confidentiality to the Company or an Affiliate; (iv) is disclosedwith the written approval of the Company or an Affiliate; or (v) is required tobe disclosed or provided by law, court order, or similar compulsion, includingpursuant to or in connection with any legal proceeding involving the partieshereto; provided however, that such disclosure shall be limited to the extentso required or compelled; and provided further, however, that if theParticipant is required to disclose such confidential information, he shallgive the Company notice of such disclosure and cooperate in seeking suitableprotections. Other than in the course of performing services for the Companyand its Affiliates, the Participant will not, at any time, directly orindirectly use, divulge, furnish or make accessible to any person any TradeSecrets, but instead will keep all Trade Secrets strictly and absolutelyconfidential. The Participant will deliver promptly to the Company or theAffiliate that employed the Participant, at the termination of his employmentor at any other time at the request of the Company or an Affiliate, withoutretaining any copies, all documents and other materials in his possessionrelating, directly or indirectly, to any Trade Secrets.

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(b)           Non-Competition. The Participantacknowledges and agrees that (i) in the course of the Participant’s Service theParticipant shall become familiar with the Trade Secrets of the Company and itsAffiliates, (ii) the Participant’s services to the Company and its Affiliatesare unique in nature and of an extraordinary value to the Company and itsAffiliates, and (iii) the Company and its Affiliates could be irreparablydamaged if the Participant were to provide similar services to any person orentity competing with the Company or any Affiliate or engaged in a similarbusiness. In connection with the issuance to the Participant of the Option hereunder,and in consideration for and as an inducement to the Company to enter into thisAgreement, the Participant covenants and agrees that during the periodbeginning on the Grant Date and ending on the second anniversary of the date ofthe termination of the Participant’s Service (the

 

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“Restricted Period”), the Participant shall not directly or indirectlyown any interest in, operate, control or participate as a partner, director,principal, officer, or agent of, enter into the employment of, act as aconsultant to, or perform any services for, any company, person, or entityengaged in a “Competitive Business” (as defined herein). A Competitive Businessshall include any company, person or entity that is involved in or seeks tobecome involved in providing information technology services and solutions tothe financial services industry, including business process and technologyadvice, software package selection and integration, application development, maintenanceand support, network and system security and specialized services, in anycountry in which the Company or an Affiliate is doing business at the time oftermination of the Participant’s employment.

 

(c)           Nonsolicitation. During theRestricted Period, the Participant shall not, directly or indirectly solicit orinduce, or attempt to solicit or induce, any current employee of the Company oran Affiliate, or any individual who becomes an employee during the RestrictedPeriod, to leave his or her employment with the Company or an Affiliate or joinor become affiliated with any other business or entity, hire any employee ofthe Company or an Affiliate or in any way interfere with the relationshipbetween any employee and the Company or an Affiliate. During the RestrictedPeriod, the Participant shall not, directly or indirectly, solicit or induce,or attempt to solicit or induce, any customer, supplier, licensee, licensor orother business relation of the Company or an Affiliate to terminate itsrelationship or contract with the Company or an Affiliate, to cease doingbusiness with the Company or an Affiliate, or in any way interfere with therelationship between any such customer, supplier, licensee or business relationand the Company or an Affiliate (including making any negative statements orcommunications concerning the Company or an Affiliate or their employees).

 

(d)           Judicial Modification. If the finaljudgment of a court of competent jurisdiction declares that any term orprovision of this Section 8 is invalid or unenforceable, the parties agree that(i) the court making the determination of invalidity or unenforceability shallhave the power to reduce the scope, duration, or geographic area of the term orprovision, to delete specific words or phrases, or to replace any invalid orunenforceable term or provision with a term or provision that is valid andenforceable and that comes closest to expressing the intention of the invalidor unenforceable term or provision, (ii) the parties shall request that thecourt exercise that power, and (iii) this Agreement shall be enforceable as somodified after the expiration of the time within which the judgment or decisionmay be appealed.

 

(e)           Remedy for Breach. The Participantagrees that in the event of a breach or threatened breach of any of thecovenants contained in this Section 8, the Participant shall forfeit, uponwritten notice to such effect from the Company:

 

(i)            Any and all Options granted to himor her under the Plan and this Agreement, including vested Options;

 

(ii)           The profit the Participant hasrealized on the exercise of any Options, which is the difference between (A)the Exercise Price of any Options the Participant exercised between theone-year period prior to the earlier of (x) the date of such breach orthreatened breach or (y) the date of Participant’s termination of Service, andthe end of the Restricted Period and (B) the Fair Market Value of the Sharespurchased under such Options (which difference the Participant shall berequired to repay to the Company).

 

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In addition to the foregoing, in the event of a breachor threatened breach of any of the covenants contained in this Section 8, theCompany shall also have the right to seek enforcement of any other penalties orrestrictions that may apply under any employment or other agreement between theParticipant and the Company (or an Affiliate), state law, or otherwise. Theforfeiture provisions of this Section shall continue to apply, in accordancewith their terms, after the provisions of any employment or other agreementbetween the Company (or an Affiliate) and the Participant have lapsed.

 

# **9.             Notices**

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All notices by one party to the other under thisAgreement shall be in writing and personally delivered or sent via overnightmail, registered or certified mail, or facsimile.

 

# **10.          Miscellaneous**

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## (a)           This Agreement constitutes the entire understanding andagreement among the parties with respect to the transactions contemplatedherein and supersedes any and all prior or contemporaneous oral or writtencommunication with respect to the subject matter hereof.

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## (b)           All of the terms, provisions and conditions of thisAgreement shall be binding upon and inure to the benefit of the parties heretoand their successors and assigns.

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## (c)           The laws of the State of Illinois, without giving effectto the conflict of laws provisions thereof, shall govern the formation,interpretation and performance of this Agreement. Neither party may bring anyaction involving this Agreement except in the Circuit Court of Cook County,Illinois or the United States District Court for the Northern District ofIllinois, Eastern Division and the parties hereby acknowledge and submit to thepersonal jurisdiction of either such court. Each party consents to service ofprocess by means of any of the methods for delivery of notice that arespecified in Section 9.

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## (d)           Participant hereby acknowledges receipt of a copy of thePlan and agrees to the terms and conditions therein. In the event of anyconflict between the provisions of this Agreement and those of the Plan, theprovisions of the Plan shall govern only to the extent necessary to resolvesuch conflict.

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## (e)           The parties may execute this Agreement in one or morecounterparts, all of which together shall constitute but one Agreement.

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# **11.          No Right to Employment.**

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Nothingcontained in this Agreement or the Option granted pursuant thereto shall conferupon any Participant any right to be continued in the Service or employment ofthe Company, or interfere in any way with the right of the Company to terminateany Participant’s Service or employment at any time.

 

# **12.          Specific Performance.**

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Participantand the Company acknowledge that Participant and the Company will be entitledto enforce their rights under this Agreement to recover damages and costs(including

 

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reasonableattorneys’ fees) caused by any breach of any provision of this Agreement and toexercise all other rights existing in their favor. Participant and the Companyfurther agree and acknowledge that money damages might not be an adequateremedy for any breach of the provisions of this Agreement and that Participantand the Company may, each in its sole discretion, apply to any court of law orequity in accordance with Section 10(c) (without posting any bond or deposit)for specific performance and/or other injunctive relief in order to enforce orprevent any violations of the provisions of this Agreement.

 

# **13.          Resolution of Disputes.**

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Anydispute or disagreement that shall arise under, as a result of, or pursuant tothis Agreement shall be determined by the Committee in its sole and absolutediscretion, and any such determination or any other determination by theCommittee under or pursuant to this Agreement and any interpretation by theCommittee of the terms of this Agreement shall be final, binding, andconclusive on all persons affected thereby.

 

# **14.          Preemption by Applicable Laws orRegulations.**

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Anythingin this Agreement to the contrary notwithstanding, if the Committee determinesthat any law, regulation, or requirement of any governmental authority havingappropriate jurisdiction shall require either the Company or the Participant totake any action prior to or in connection with the issuance or sale of Sharesattributable to the Option granted hereunder, the issue or sale of such Sharesshall be deferred until such action shall have been taken.

 

# **15.          Securities Law Requirements.**

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## (a)           If required by the Company, the notice of exercise of theOption shall be accompanied by the Participant’s written representationscovenants, and undertakings that the Company may prescribe pursuant to or tosatisfy securities laws and regulations or other requirements.

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## (b)           This Option shall not be exercisable in whole or in part,nor shall the Company be obligated to sell any Shares subject to such Award, ifsuch exercise and sale may, in the opinion of counsel for the Company, violatethe Securities Act of 1933, as amended (or other federal or state statuteshaving similar requirements), as it may be in effect at that time.

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## (c)           With respect to individuals subject to Section 16 of theExchange Act, transactions under this Agreement are intended to comply with allapplicable conditions of Rule 16b-3, or its successors under the Exchange Act. Tothe extent any provision of the Agreement or action by the Committee fails toso comply, the Committee may determine, to the extent permitted by law, thatsuch provision or action shall be null and void.

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# **16.          Amendments.**

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TheCompany and the Participant may amend this Agreement only by a writteninstrument signed by both parties.

 

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# **17.          Subject to Plan.**

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### This Option and the grant and the exercise hereof aresubject to the terms and conditions of the Plan, which terms and conditionsinclude, but are not limited to, restrictions on the ability to exercise theOption after termination of Service, restrictions on the transferability of theOptions, and termination of the Plan. The Plan is incorporated herein byreference and made a part hereof, but the terms of the Plan shall not beconsidered an enlargement of any benefits under this Agreement. Wherever aconflict may arise between the terms of this Agreement and the terms of thePlan, the terms of the Plan shall control solely to the extent necessary toresolve such conflict. In addition, the Option granted hereunder is subject toany rules and regulations promulgated by the Committee pursuant to the Plan,now or hereafter in effect.

###  

IN WITNESS WHEREOF, the parties hereto have executedthis Non-Qualified Stock Option Agreement as of the Date of Grant set forthabove.

 
| **PARTICIPANT** | ** ** | **KANBAY INTERNATIONAL, INC.** |
|-----------------|------------|--------------------------------|
|            |       |                           |
|            |       | By:                            |   |
|            |       |                           | Its: |   |
|                 |            |                                |  |  |  |

 

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**Exhibit A**

 

**to**

 

**NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT**

**TO THESTOCK INCENTIVE PLAN**

 

**Notice ofExercise**

 

(To be executed only uponexercise of the option)

** **
| **Participant:**      | ** ** | ** **         | **Number of Shares purchased hereunder:** | ** ** |
|-----------------------|------------|--------------------|-------------------------------------------|------------|
| **Address:**          | ** ** | ** **         | **Exercise Price:  $**               | ** ** |
| ** **            | ** ** | **Date of Grant:** | ** **                                |
| **Date of Exercise:** | ** ** | ** **         | ** **                                |
|                       |            |                    |                                           |            |  |  |  |  |

** **

Reference is made to the Kanbay International, Inc.Non-Qualified Stock Option Agreement, with the Date of Grant set forth above(the “Agreement”), between Kanbay International, Inc. a Delaware corporation(the “Company”), and the Participant set forth above. Capitalized terms usedherein and not otherwise defined have the meanings assigned to such terms inthe Agreement.

 

# **1.          **Participant hereby irrevocablyexercises the Option for and purchases the number of shares of Common Stock ofthe Company set forth above.

# ** **

# **2.          **The full purchase price for theshares of Common Stock purchased hereunder, calculated in accordance with the Agreement,is $                                .The closing of the purchase of the Option Shares shall be in accordance withthe Agreement.

# ** **

# **3.          **Participant requests thatcertificates for the shares of Common Stock purchased hereunder be issued inthe name of and delivered to the Participant at the following address:

 
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|--------|--------|--------|
|   |   |   |
|   |   |   |

 

IN WITNESS WHEREOF, Participant has executed this Noticeof Exercise of the date of Exercise set forth above.

 
|                       |                     |   |
|----------------------------|--------------------------|--------|
|                       | Signature of Participant |   |
|                       |
| Agreed and Acknowledged:   |
| Kanbay International, Inc. |
|                       |
| By:                        |                     |   |
|                       |                     |   |
| Its:                       |                     |   |
|                            |                          |        |  |  |

 

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