**Exhibit 10.21**

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**KANBAY INTERNATIONAL, INC.**

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**RESTRICTED STOCK AWARD AGREEMENT**

 
| **Participant:                                                    ** | ** ** | **Number of Shares:                           ** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                                                                                                                                                                         |
| **Date of Grant:   [                          ],  2004**                                                                                                                                          | ** ** | ** **                                                                                                                                                                         |

 

THIS RESTRICTED STOCK AWARD 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**

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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 restricted stock (the “Award”) to ServiceProviders (as defined in the Plan) of the Company, as selected by the Company’sCompensation Committee (the “Committee”);

 

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

 

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

 

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

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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 Award

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TheCompany hereby grants to the Participant this Award, which constitutes theright to a distribution of all or any part of the number of Shares set forthabove (the “Restricted Stock”) on the terms and conditions set forth herein andsubject in all respects to the terms and provisions of the Plan, which isincorporated herein by reference.

 

# **3.**                   Certificates

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Certificates for theRestricted Stock will be issued in the Participant’s name and will be held bythe Company until: (i) the Restricted Stock is forfeited; or (ii) theRestricted Stock vests. The Company will distribute the certificates to theParticipant, or if applicable, his or her Designated Beneficiary, in accordancewith Section 6 below.

 

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# **4.**                   Vesting of Award

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The Restriction Period shall lapse and the Awardgranted herein shall vest according to the following schedule:

 

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

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### (d)           theremaining one-quarter on the fourth anniversary of the Date of Grant, if theParticipant has remained in Service continuously until that date.

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Except as provided in Section 5 below, or as theCommittee may determine in its sole discretion on a case by case basis, theAward shall not continue to vest after the date the Participant has terminatedService for any reason and any unvested portion of this Award theretofore heldby the Participant shall be forfeited as of that date.

 

# **5.**                   Special Vesting Provisions

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### (a)           Notwithstandinganything to the contrary in Section 4 above, if a Participant dies or suffers aDisability during the vesting period described in Section 4 above while inService, the unvested portion of this Award 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 4 above, the vesting period described inSection 4 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. This paragraph shall have no effect onthis Award, or portions hereof, which, by its terms, is vested prior to thefirst day of the Participant’s leave of absence.

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

 

(d)           If Participant’s Service terminatesdue to involuntary termination by the Company with Cause, the Participant shallforfeit the vested and unvested portion of this Award on the date of suchtermination of Service. Upon the termination of a Participant’s Service forCause, the Participant must return to the Company any certificates for Sharesthat have been issued to the Participant in accordance with Section 6 below. TheCompany will have no further obligations to the Participant under thisAgreement if the Participant’s Award is forfeited.

 

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# **6.**                   Terms and Conditions of Distribution

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### Certificates for Shares will be distributed as soon aspracticable after the Restricted Stock vests. If the Participant dies, eitherbefore or after termination of Service, before the certificates for his or hervested Restricted Stock have been distributed, such certificates will bedistributed to the Participant’s Designated Beneficiary. If the Participant hasfailed to designate a beneficiary, such certificates will be distributed to theParticipant’s personal representative. Certificates for Shares will bedistributed no later than six months after the Participant’s death. Distributionwill not be made before the first date the Shares may be distributed to theParticipant without penalty or forfeiture under federal or state laws orregulations governing short swing trading of securities. In determining whethera distribution would result in such a penalty or forfeiture, the Company andthe Committee may rely upon information reasonably available to them or uponrepresentations of the Participant’s legal or personal representative.

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# **7.**                   Restrictions on Transfer

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### (a)           Untilthe end of the Restriction Period as specified in this Agreement, or unlessdetermined otherwise by the Committee, this Award may not be sold, transferred,pledged, assigned or otherwise alienated or hypothecated, except by will or bythe laws of descent or distribution orpursuant to a domestic relations order (as defined in Code Section 414(p)).If the Committee permits this Award to be transferable, the Committee mayimpose additional terms and conditions as the Committee deems appropriate.

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### (b)           Allrights with respect to the Restricted Stock will be available during theParticipant’s lifetime only to the Participant or the Participant’s guardian orlegal representative. The Committee may, in its discretion, require aParticipant’s guardian or legal representative to supply it with evidence theCommittee reasonably deems necessary to establish the authority of the guardianor legal representative to act on behalf of the Participant.

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# **8.**                   Adjustments

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## ***(a)           Thenumber of shares of Restricted Stock subject to this Award shall beproportionately adjusted for any increase or decrease in the number of issuedShares resulting from a stock split, reverse stock split, stock dividend,combination or reclassification of the Shares, or any other increase ordecrease 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)           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 Award 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 or***

 

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## ***(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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(c)           Exceptas provided in this Section 8, the Participant shall have no rights by reasonof (i) any subdivision or consolidation of shares of stock of any class, (ii)the payment of any dividend or (iii) any other increase or decrease in thenumber of shares of stock of any class. Any issuance by the Company of sharesof stock of any class, or securities convertible into shares of stock of anyclass, shall not affect, and no adjustment by reason thereof shall be made withrespect to, the number of Shares subject to this Award. The grant of this Awardshall not affect in any way the right or power of the Company to makeadjustments, reclassifications, reorganizations or changes of its capital orbusiness structure, to merge or consolidate or to dissolve, liquidate, sell ortransfer all or any part of its business or assets.

 

# **9.**                   Rights as Stockholder.

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# **On and after the Date ofGrant, and subject to the restrictions set forth in this Agreement, theParticipant will be entitled to all of the rights of a stockholder with respectto the Restricted Stock, including the right to vote the Restricted Stock andto receive dividends and other distributions payable with respect to the RestrictedStock.**

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# **10.**                  RestrictiveCovenants

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(a)           Nondisclosure and Nonuse of TradeSecrets. The Participant acknowledges that he has had and will have access toconfidential information of the Company and its Affiliates (including, but notlimited to, current and prospective confidential know-how, specializedtraining, customer lists, marketing plans, business plans, financial andpricing information, and information regarding acquisitions, mergers and/orjoint ventures) concerning the business, customers, clients, contacts,prospects, and assets of the Company and its Affiliates that is unique,valuable and not generally known outside the Company and its Affiliates, andthat was obtained from the Company or an Affiliate or which was learned as aresult of the performance of services by the Participant on behalf of theCompany or an Affiliate (“Trade Secrets”). Trade Secrets shall not include anyinformation that: (i) is now, or hereafter becomes, through no act or failureto act on the part of the Participant that constitutes a breach of this Section10, generally known or available to the public; (ii) is known to theParticipant at the time such information was obtained from the Company or anAffiliate; (iii) is hereafter furnished without restriction on disclosure tothe Participant by a third party, other than an employee or agent of theCompany or an Affiliate, who is not under any obligation of confidentiality tothe Company or an Affiliate; (iv) is disclosed with the written approval of theCompany or an Affiliate; or (v) is required to be disclosed or provided by law,court order, or similar compulsion, including pursuant to or in connection withany legal proceeding involving the parties hereto; provided however, that suchdisclosure shall be limited to the extent so required or compelled; andprovided further, however, that if the Participant is required to disclose suchconfidential information, he shall give the Company notice of such disclosureand cooperate in seeking suitable protections. Other than in the course ofperforming services for the Company and its Affiliates, the Participant willnot, at any time, directly or indirectly use, divulge, furnish or makeaccessible to any person any Trade Secrets, but instead will keep all TradeSecrets strictly and absolutely confidential. The Participant will deliverpromptly to the Company or the Affiliate that employed the Participant, at thetermination of his employment or at any other time at the request of theCompany or an

 

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Affiliate, without retaining any copies, all documents and othermaterials in his possession relating, directly or indirectly, to any TradeSecrets.

 

(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 Awardhereunder, and in consideration for and as an inducement to the Company toenter into this Agreement, the Participant covenants and agrees that during theperiod beginning on the Date of Grant and ending on the second anniversary ofthe date of the termination of the Participant’s Service (the “RestrictedPeriod”), the Participant shall not directly or indirectly own any interest in,operate, control or participate as a partner, director, principal, officer, oragent of, enter into the employment of, act as a consultant to, or perform anyservices for, any company, person, or entity engaged in a “Competitive Business”(as defined herein). A Competitive Business shall include any company, personor entity that is involved in or seeks to become involved in providinginformation technology services and solutions to the financial servicesindustry, including business process and technology advice, software packageselection and integration, application development, maintenance and support,network and system security and specialized services, in any country in whichthe Company or an Affiliate is doing business at the time of termination of theParticipant’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 10 is invalid or unenforceable, the parties agreethat (i) the court making the determination of invalidity or unenforceabilityshall have the power to reduce the scope, duration, or geographic area of theterm or provision, to delete specific words or phrases, or to replace anyinvalid or unenforceable term or provision with a term or provision that isvalid and enforceable and that comes closest to expressing the intention of theinvalid or unenforceable term or provision, (ii) the parties shall request thatthe court exercise that power, and (iii) this Agreement shall be enforceable asso modified after the expiration of the time within which the judgment ordecision may be appealed.

 

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(e)           Remedy for Breach. The Participantagrees that in the event of a breach or threatened breach of any of thecovenants contained in this Section 10, the Participant shall forfeit, uponwritten notice to such effect from the Company, any and all Restricted Stockgranted to him or her under the Plan and this Agreement, including vestedRestricted Stock.

 

In addition to the foregoing, in the event of a breachor threatened breach of any of the covenants contained in this Section 10, 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.

 

# **11.**            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.

 

# **12.**            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 andassigns.

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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 11.

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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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# **13.**            No Right to Employment

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Nothingcontained in this Agreement or the Award 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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# **14.**            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 12(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.

 

# **15.**            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.

 

# **16.**            Preemption by Applicable Laws or Regulations

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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 of Sharesattributable to the Awards granted hereunder, the issue of such Shares shall bedeferred until such action shall have been taken.

 

# **17.**            Securities Law Requirements

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(a)           Notwithstanding the provisions ofSection 6 of this Agreement, the Company shall not be required to issue ordeliver any certificates for Shares before completing the steps necessary to complywith applicable federal and state securities laws (including any registrationrequirements) and applicable stock exchange rules and practices, as may be ineffect at that time

 

(b)           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.

 

# **18.**            Amendments

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

 

# **19.**            Subject to Plan

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### This Award and the grant and the exercise hereof aresubject to the terms and conditions of the Plan, which terms and conditionsinclude, restrictions on the transferability of the Award,

 

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### and termination ofthe Plan. The Plan is incorporated herein by reference and made a part hereof,but the terms of the Plan shall not be considered an enlargement of anybenefits under this Agreement. Wherever a conflict may arise between the termsof this Agreement and the terms of the Plan, the terms of the Plan shallcontrol solely to the extent necessary to resolve such conflict. In addition,the Award granted hereunder is subject to any rules and regulations promulgatedby the Committee pursuant to the Plan, now or hereafter in effect.

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IN WITNESS WHEREOF, the parties hereto have executedthis Restricted Stock Award Agreement as of the Date of Grant set forth above.

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

 

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