**Exhibit 10.20**

** **

**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 according to the following schedule:

 

 

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### (a)           one-thirdon the first anniversary of the Date of Grant, if the Participant has remainedin Service continuously until that date;

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### (b)           anadditional one-third on the second anniversary of the Date of Grant, if theParticipant has remained in Service continuously until that date;

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### (c)           anadditional one-third on the third anniversary of the Date of Grant, if theParticipant has remained in Service continuously until that date; and

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Except as provided in Section 4 below, or as theCommittee may determine in its sole discretion on a case by case basis, noOption shall continue to vest after the date the Participant has terminatedService for any reason and any unvested portion of this Option theretofore heldby the Participant shall be forfeited as of that date.

 

# **4.             Special Vesting Provisions.**

# ** **

### (a)           Notwithstandinganything to the contrary in Section 3 above, if a Participant dies or suffers aDisability during the vesting period described in Section 3 above while inService, the unvested portion of this Option held by such Participant or anyTransferee thereof shall automatically vest on the date of death or Disability.

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### (b)           Notwithstandinganything to the contrary in Section 3 above, the vesting period described inSection 3 above will be suspended during the pendency of any bona fide leave ofabsence approved by the Company and the vesting period will be increased by thelength of time of such leave of absence. Notwithstanding the foregoing oranything in the Plan to the contrary, if this Option would, by the operation ofthis paragraph, vest after the tenth anniversary of its original Date of Grant,then this Option shall terminate on the tenth anniversary of its original Dateof Grant and in no event shall a Participant or Transferee be permitted toexercise this Option after the tenth anniversary of the original Date of Grant.This paragraph shall have no effect on this Option, or portions hereof, which,by its terms, is vested prior to the first day of an Employee’s leave ofabsence.

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(c)           If a Change in Control occurs, theunvested portion of this Option will become fully vested on the closing date ofthe Change in Control, if the Participant has remained in Service continuouslyuntil that date.

 

# **5.             Exercise of Option**

# ** **

### (a)           Exceptas otherwise provided herein, each portion of the Option granted hereundershall expire on the date that is five (5) years from the date that portion ofthe Option becomes vested and exercisable in accordance with Section 3. TheParticipant will be deemed to exercise portions of this Option in the order inwhich each portion of this Option vests. If the Participant does not exerciseany portion of the Option within five (5) years from the date that portion ofthe Option became vested and exercisable, that portion of the Option willexpire and be forfeited. The following chart illustrates the Vesting andexercisability of the Option:

 
| ** **   | ** ** | **Option  Vested and Exercisable**  | ** ** | **Option  Expires if not Exercised** |
|--------------|------------|-------------------------------------|------------|--------------------------------------|
| ** **   | ** ** | ** **                          | ** ** | ** **                           |
| [100] Shares |       | May     ,  2005 |       | May     ,  2010  |
| [100] Shares |       | May     ,  2006 |       | May     ,  2011  |
| [100] Shares |       | May     ,  2007 |       | May     ,  2012  |

 

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### (b)           IfParticipant’s Service terminates due to Disability, voluntary termination byParticipant, or involuntary termination by the Company without Cause, thevested portion of this Option (including any portion subject to acceleratedvesting pursuant to Section 4) held by such Participant or any Transfereethereof shall be exercisable only to the extent that it was exercisable on thedate of such termination of Service and shall expire three (3) months aftersuch termination of Service or on its stated expiration date, whichever occursfirst.

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### (c)           IfParticipant’s Service terminates due to death, the vested portion of thisOption (including any portion subject to accelerated vesting pursuant toSection 4 and any held by a Transferee thereof) shall expire on the firstanniversary of the date of such Participant’s death, regardless of the statedexpiration date of this Option.

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### (d)           IfParticipant’s Service terminates due to involuntary termination by the Companywith Cause, the Participant shall forfeit the vested and unvested portion ofthis Option on the date of such termination of Service.

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### (e)           Subjectto the Plan, this Option may be exercised by submitting to the Company: (i)written notice of exercise (in accordance with, and referencing, thisAgreement) from the person entitled to exercise this Option, stating the wholenumber of Option Shares as to which this Option is being exercised, the mannerof payment for the Option Shares, the name and address to which the sharecertificates are to be delivered with respect to the Option Shares granted uponexercise of the Option, and such other information as the Committee mayrequire, and (ii) full payment for the Exercise Price of Option Shares with respectto which this Option is exercised and any withholding tax relating to theexercise of this Option.

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### (f)            Fullpayment may consist of any of the following methods: (i) in cash, or itsequivalent, in United States dollars; (ii) by tendering Shares owned by theParticipant for at least six months and duly endorsed for transfer to theCompany, (iii) Option Shares issuable to the Participant upon exercise of theOption, or (iv) any combination of cash, certified or cashier’s check andShares. Shares issued upon exercise of this Option shall be issued in the nameof the Participant or, if requested by the Participant, in the name of theParticipant and his or her spouse. Until the Shares are issued (as evidenced bythe appropriate entry on the books of the Company or of a duly authorizedtransfer agent of the Company), no right to vote or receive dividends or anyother rights as a stockholder shall exist with respect to the Option Shares,notwithstanding the exercise of this Option. The Company shall issue (or causeto be issued) such Shares promptly after this Option is exercised. Noadjustment will be made for a dividend or other right for which the record dateis prior to the date the Shares are issued, except as provided inSection 7 below. Exercising this Option in any manner shall decrease thenumber 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)           Uponreceipt of the Notice of Exercise, the Company shall issue (or cause to be issued)a new certificate to the Participant for the Option Shares, registered in thename of the Participant and delivered to Participant.

 

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# **6.             Restrictions on Transfer**

# ** **

### (a)           Unlessdetermined otherwise by the Committee, this Option may not be sold,transferred, pledged, assigned or otherwise alienated or hypothecated, exceptby will or by the laws of descent or distribution or pursuant to a domestic relations order (as defined in Code Section414(p)), and may be exercised, during the lifetime of the Participant,only by the Participant or his or her guardian or legal representative. If theCommittee permits this Option to be transferable, the Committee may imposeadditional terms and conditions as the Committee deems appropriate.

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### (b)           Notwithstandingthe prohibitions set forth below in subsection (a) above, the Participant shallbe permitted at all times to transfer any or all of this Option to certaintrusts designated by the Participant as long as such transfer or issuance ismade as a gift (*i.e.,* a transferfor no consideration, with donative intent), whether during the Participant’slifetime or to take effect upon (or as a consequence of) the Participant’sdeath, to the Participant’s spouse or children. Gifts in trust shall be deemedgifts to every beneficiary and contingent beneficiary, and so shall not bepermitted under this Section if the beneficiaries or contingent beneficiariesshall include anyone other than such spouse or children. Transfers to a spouseor child for consideration, regardless of the amount, shall not be permittedunder this Section. Options transferred in accordance with this subsection (b)may be exercised by the transferee.

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# **7.             Adjustments**

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### (a)           Thenumber of Option Shares subject to this Option shall be proportionatelyadjusted for any increase or decrease in the number of issued Shares resultingfrom a stock split, reverse stock split, stock dividend, combination orreclassification of the Shares, or any other increase or decrease in the numberof issued Shares effected without receipt of consideration by the Company;provided, however, that conversion of any convertible securities of the Companyshall not be deemed to have been “effected without receipt of consideration.”  Such adjustments shall be made by the Board,whose determination in that respect shall be final, binding and conclusive.

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## ***(b)           Inthe event of the proposed dissolution or liquidation of the Company, theCommittee shall notify Participant as soon as practicable prior to theeffective date of such proposed transaction. The Committee in its discretionmay provide for Participant to have the right to exercise the vested portion ofthis Option until ten (10) days prior to such transaction. To the extent it hasnot been previously exercised, this Option will terminate immediately prior tothe consummation of such proposed action.***

## *** ***

## ***(c)           Inthe event of Change in Control that is a merger, consolidation, or similarreorganization of the Company with any other entity pursuant to which theholders of Shares surrender Shares (or the Shares are deemed converted) inexchange for other shares of capital stock or securities of the Company oranother entity, then an equitable adjustment shall be made in this Option andParticipant’s Shares subject to the Plan. Such equitable adjustment may be (i)the substitution of the number and kind of shares of capital stock or othersecurities that the holders of Shares are entitled to receive for each Sharesurrendered pursuant to the transaction and/or the proportionate adjustment tothe Exercise Price or (ii) any other adjustment that the***

 

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## ***Board determines to be equitable. Suchadjustment shall be made by the Board, whose determination in that respectshall be final, binding and conclusive.***

## *** ***

(d)           Exceptas provided in this Section 7, Participant shall have no rights by reason of(i) any subdivision or consolidation of shares of stock of any class, (ii) thepayment of any dividend or (iii) any other increase or decrease in the numberof shares of stock of any class. Any issuance by the Company of shares of stockof any class, or securities convertible into shares of stock of any class,shall not affect, and no adjustment by reason thereof shall be made withrespect to, the number or Exercise Price of Shares subject to this Option. Thegrant of this Option shall not affect in any way the right or power of theCompany to make adjustments, reclassifications, reorganizations or changes ofits capital or business structure, to merge or consolidate or to dissolve,liquidate, sell or transfer all or any part of its business or assets.

 

# **8.             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.

 

# **9.             Miscellaneous**

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### (a)           ThisAgreement constitutes the entire understanding and agreement among the partieswith respect to the transactions contemplated herein and supersedes any and allprior or contemporaneous oral or written communication with respect to thesubject matter hereof.

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### (b)           Allof the terms, provisions and conditions of this Agreement shall be binding uponand inure to the benefit of the parties hereto and their successors and assigns.

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### (c)           Thelaws of the State of Illinois, without giving effect to the conflict of lawsprovisions thereof, shall govern the formation, interpretation and performanceof this Agreement. Neither party may bring any action involving this Agreementexcept in the Circuit Court of Cook County, Illinois or the United StatesDistrict Court for the Northern District of Illinois, Eastern Division and theparties hereby acknowledge and submit to the personal jurisdiction of eithersuch court. Each party consents to service of process by means of any of themethods for delivery of notice that are specified in Section 8.

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### (d)           Participanthereby acknowledges receipt of a copy of the Plan and agrees to the terms andconditions therein. In the event of any conflict between the provisions of thisAgreement and those of the Plan, the provisions of the Plan shall govern onlyto the extent necessary to resolve such conflict.

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### (e)           Theparties may execute this Agreement in one or more counterparts, all of whichtogether shall constitute but one Agreement.

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# **10.          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.

 

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# **11.          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 reasonable attorneys’ fees) caused by any breach of any provision ofthis Agreement and to exercise all other rights existing in their favor. Participantand the Company further agree and acknowledge that money damages might not bean adequate remedy for any breach of the provisions of this Agreement and thatParticipant and the Company may, each in its sole discretion, apply to anycourt of law or equity in accordance with Section 9(c) (without posting anybond or deposit) for specific performance and/or other injunctive relief inorder to enforce or prevent any violations of the provisions of this Agreement.

 

# **12.          Resolution of Disputes.**

# ** **

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.

 

# **13.          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.

 

# **14.          Securities Law Requirements.**

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(a)           If required by the Company, thenotice of exercise of the Option shall be accompanied by the Participant’swritten representations covenants, and undertakings that the Company mayprescribe pursuant to or to satisfy securities laws and regulations or otherrequirements.

 

(b)           This Option shall not be exercisablein whole or in part, nor shall the Company be obligated to sell any Sharessubject to such Award, if such exercise and sale may, in the opinion of counselfor the Company, violate the Securities Act of 1933, as amended (or otherfederal or state statutes having similar requirements), as it may be in effectat that time.

 

(c)           With respect to individuals subjectto Section 16 of the Exchange Act, transactions under this Agreement areintended to comply with all applicable conditions of Rule 16b-3, or itssuccessors under the Exchange Act. To the extent any provision of the Agreementor action by the Committee fails to so comply, the Committee may determine, tothe extent permitted by law, that such provision or action shall be null andvoid.

 

# **15.          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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# **16.          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.

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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.              **Thefull purchase price for the shares 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.              **Participantrequests that certificates for the shares of Common Stock purchased hereunderbe issued in the name of and delivered to the Participant at the followingaddress:

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

 

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

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

 

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