Exhibit 10.1


 


KANBAY
INTERNATIONAL, INC.


2006
GLOBAL LEADERSHIP BONUS PLAN


 


Kanbay
International, Inc. (the “Company”) has adopted the Kanbay
International, Inc. 2006 Global Leadership Bonus Plan (the “Plan”) to provide
for the payment of performance bonuses to certain global leadership executives
of the Company and its Affiliates in consideration of their efforts during the 2006
fiscal year (January 1, 2006 to December 31, 2006). The purpose of the Plan is
to align the goals of those Executives participating in the Plan with the
business goals and objectives of the Company, to provide these Executives with
financial incentives to attain those goals and objectives and to reward these
Executives for meeting their Performance Targets.


 


1.                                      DEFINITIONS


 


For purposes of the Plan,
the following terms shall have the following definitions:


 


1.1                                 “Affiliate”
means any corporation or other business entity, or predecessor of such entity,
if any, that is a parent or subsidiary of the Company, including ownership of
50% or more of the voting or profits interests of the corporation or other
business entity.


 


1.2                                 “Base
Salary” means an Executive’s annual base salary rate for the 2006 fiscal year.


 


1.3                                 “Board”
means the Board of Directors of the Company.


 


1.4                                 “Bonus
Schedule” means the bonus acknowledgement schedule provided to an Executive
that sets forth the Performance Bonus that the Executive is eligible to earn
under the Plan and the Performance Targets applicable to such Performance
Bonus.


 


1.5                                 “Cause” has the meaning set forth in
any employment, consulting, or other written agreement between the Executive
and the Company or an Affiliate. If there is no employment, consulting, or
other written agreement between the Executive and the Company or an Affiliate,
or if such agreement does not define “Cause,” then “Cause” will have the
meaning specified by the Committee in connection with the grant of any
Performance Bonus; provided, that if the Committee does not so specify, “Cause”
will mean the Executive’s:


 


(a)                                  willful
neglect of or continued failure to substantially perform, in any material
respect, his or her duties (as assigned to the Executive from time to time) or
obligations (including a violation of policy) to the Company or an Affiliate
other than any such failure resulting from his or her incapacity due to
physical or mental illness;


 


(b)                                 commission
of a willful act (including, without limitation, a dishonest or fraudulent act)
or a grossly negligent act, or the willful or grossly negligent omission to act
that is intended to cause, causes or is reasonably likely to cause material
harm to the Company or an Affiliate, monetarily, reputationally or otherwise;


 


(c)                                  commission
or conviction of, or plea of nolo contendere
to, any felony or any crime or offense involving dishonesty or fraud or that is
significantly injurious to the Company or an Affiliate, monetarily,
reputationally or otherwise; or


 

















 


(d)                                 abuse
of illegal drugs or other controlled substances or habitual intoxication.


 


Unless otherwise defined
in the Executive’s employment or other agreement, an act or omission is “willful”
for this purpose if it was knowingly done, or knowingly omitted to be done, by
the Executive not in good faith and without reasonable belief that the act or
omission was in the best interest of the Company. The Committee has the
discretion, in other circumstances, to determine in good faith, from all the
facts and circumstances reasonably available to it, whether an Executive who is
under investigation for, or has been charged with, a crime will be deemed to
have committed it for purposes of this Plan.


 


1.6                                 “Change
in Control” means the occurrence of any one or more of the following:


 


(a)                                  Any
“person” (as such term is defined in Section 3(a)(9) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and as used in Sections 13(d)(3)
and 14(d)(2) of the Exchange Act), including a “group” (as defined in Section
13(d)(3) of the Exchange Act), other than (i) the Company, (ii) any
wholly-owned subsidiary of the Company, or (iii) any employee benefit plan (or
related trust) sponsored or maintained by the Company or any Affiliate, becomes
a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company having fifty percent (50%)
or more of the combined voting power of the then-outstanding securities of the
Company that may be cast for the election of directors of the Company (other
than as a result of an issuance of securities initiated by the Company in the
ordinary course of business) (the “Company Voting Securities”); provided,
however, that the event described in this Section 1.6(a) shall not be deemed to
be a Change in Control by virtue of any underwriter temporarily holding
securities pursuant to an offering of such securities;


 


(b)                                 During
any period of two consecutive years, individuals who at the beginning of any
such period constitute the Board (the “Incumbent Directors”) cease for any
reason to constitute at least a majority of the Board, unless the election, or
the nomination for election by the stockholders of the Company, of each new
director of the Company during such period was approved by a vote of at least
two-thirds of the Incumbent Directors then still in office;


 


(c)                                  As
the result of, or in connection with, any cash tender or exchange offer, merger
or other business combination, sale of all or substantially all of the assets
or contested election, or any combination of the foregoing transactions, less
than a majority of the combined voting power of the then-outstanding securities
of the Company or any successor corporation or entity entitled to vote
generally in the election of the directors of the Company or such other
corporation or entity after such transaction is held in the aggregate by the
holders of the securities of the Company entitled to vote generally in the
election of directors of the Company immediately prior to such transaction; or


 


(d)                                 The
stockholders of the Company approve a plan of complete liquidation of the
Company.


 


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Notwithstanding the
foregoing, a Change in Control shall not be deemed to occur solely because any
person acquires beneficial ownership of more than fifty percent (50%) of the
Company Voting Securities as a result of the acquisition of Company Voting
Securities by the Company which reduces the number of Company Voting Securities
outstanding; provided, however, that if after such acquisition by the Company
such person becomes the beneficial owner of additional Company Voting Securities
that increases the percentage of outstanding Company Voting Securities
beneficially owned by such person, a Change in Control transaction shall then
occur.


 


Further notwithstanding the foregoing, unless a majority of the
Incumbent Directors determines otherwise, no Change in Control shall be deemed
to have occurred with respect to a particular Executive if the Change in
Control results from actions or events in which such Executive is a participant
in a capacity other than solely as an officer, employee or director of the
Company or an Affiliate.


 


1.7                                 “Committee”
means the Compensation Committee of the Board that is responsible for setting
Performance Targets, certifying that such targets have been met under the Plan
and the administration of the Plan.


 


1.8                                 “Company”
means Kanbay International, Inc., a Delaware corporation, and any successor
thereto.


 


1.9                                 “Disability”
has the meaning set forth in any employment, consulting, or other written
agreement between the Executive and the Company or an Affiliate. If there is no
employment, consulting, or other written agreement between the Executive and
the Company or an Affiliate, or if such agreement does not define “Disability,”
then “Disability” will mean (a) long-term disability as defined under the
long-term disability plan of the Company or an Affiliate that covers that
Executive, (b) if the Executive is not covered by such a long-term disability
plan, disability as defined for purposes of eligibility for a disability award
under the U.S. Social Security Act, or (c) if the Executive is not covered by a
long-term disability plan or the U.S. Social Security Act, the Committee shall
determine whether the Executive has incurred a Disability, in its sole
discretion.


 


1.10                           “Executive”
means the global leadership executive selected by the Committee to participate
in this Plan.


 


1.11                           “Performance
Bonus” means the additional cash remuneration payable to an Executive pursuant
to the Plan.


 


1.12                           “Performance
Period” means the annual or quarterly period set forth in the applicable Bonus
Schedule.


 


1.13                           “Performance
Target” means any annual or quarterly quantitative objective or measurement
(including any individual, organizational or company-wide goal) that is
appropriate and relevant to the Executive for the Performance Period, as
determined by the Committee and set forth in the Bonus Schedule. Performance
Targets referring to global objectives will include performance metrics for the
Company and all Affiliates. Performance Targets referring to regional or
territory objectives will include performance metrics for the Company or its


 


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Affiliates that operate in that region or territory. Performance
Targets under the Plan may include the following, all as specified in the Executive’s
Bonus Schedule:


 


(a)                                  net
earnings;


 


(b)                                 operating
earnings or income;


 


(c)                                  earnings
growth;


 


(d)                                 net
income (absolute or competitive growth rates comparative);


 


(e)                                  net
income applicable to common stock;


 


(f)                                    gross
revenue or revenue by pre-defined business segment (absolute or competitive
growth rates comparative);


 


(g)                                 revenue
backlog;


 


(h)                                 margins
realized on delivered services;


 


(i)                                     cash
flow, including operating cash flow, free cash flow, discounted cash flow
return on investment, and cash flow in excess of cost of capital;


 


(j)                                     earnings
per share of common stock;


 


(k)                                  return
on stockholders equity (absolute or peer-group comparative);


 


(l)                                     stock
price (absolute or peer-group comparative);


 


(m)                               absolute
and/or relative return on common stockholders equity;


 


(n)                                 absolute
and/or relative return on capital;


 


(o)                                 absolute
and/or relative return on assets;


 


(p)                                 economic
value added (income in excess of cost of capital);


 


(q)                                 customer
satisfaction;


 


(r)                                    expense
reduction; and


 


(s)                                  ratio
of operating expenses to operating revenues.


 


2.                                      ELIGIBILITY


 


Each Executive who
participates in this Plan will receive a Bonus Schedule that sets forth the
maximum Performance Bonus, expressed as a percentage of Executive’s Base
Salary, that he or she will be eligible to earn under the Plan. The Bonus
Schedule also will set forth the Performance Targets that have been established
by the Committee and that must be satisfied in order for the Executive to
receive his or her Performance Bonus. An Executive is not eligible to receive
any Performance Bonus under the Plan unless it is specifically mentioned in the
Bonus Schedule. Each Executive must return to the Committee an executed copy of
the Bonus Schedule to be eligible for Performance Bonuses under this Plan.


 


3.                                      PERFORMANCE
BONUSES


 


3.1                                 Amount
of Performance Bonus. The actual amount of the Performance Bonus that an
Executive receives will be based upon the attainment of the Performance Targets
set forth


 


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in the Bonus Schedule. If a Performance Target is not fully and
completely achieved during the relevant Performance Period, then the applicable
Performance Bonus shall not be earned or paid.


 


3.2                                 Requirements
for Payment of Performance Bonus. An Executive will be entitled to receive
payment of the Performance Bonus for a Performance Period only if the Executive
is employed by the Company or one of its Affiliates on the date that the
Company (or Affiliate) pays the Performance Bonus for that Performance Period. Notwithstanding
the foregoing, and provided that all other terms and conditions of the Plan
have been satisfied:


 


(a)                                  if
the Executive’s employment is terminated after completion of the Performance
Period due to death, Disability or involuntary termination without Cause, the
Executive will be paid for any Performance Bonus he or she would have been paid
had he or she been employed on the date that the Company (or Affiliate) pays
the Performance Bonus for that Performance Period.


 


(b)                                 if
the Executive’s employment is terminated during a Performance Period due to
death or Disability, the Executive will be paid a portion of the Performance
Bonus he or she would have been paid had he or she been employed on the date
that the Company (or Affiliate) pays the Performance Bonus for that Performance
Period, pro rated based on the number of days elapsed during the Performance
Period before the Executive’s employment was terminated.


 


(c)                                  if
the Executive’s employment is involuntarily terminated by the Company or an
Affiliate without Cause during a Performance Period, the Committee, in its sole
discretion, may decide to pay the Executive a portion of the Performance Bonus
he or she would have been paid had he or she been employed on the date that the
Company (or Affiliate) pays the Performance Bonus for that Performance Period,
pro rated based on the number of days elapsed during the Performance Period
before the Executive’s employment was terminated.


 


3.3                                 Time
and Medium of Payment. An Executive’s earned Performance Bonus will be paid
in a lump sum no later than 90 days after the end of the 2006 fiscal year. The
Committee, in its discretion, may pay part or all of an Executive’s earned
Performance Bonus in shares of the Company’s common stock.


 


3.4                                 Committee
Certification. The Committee shall certify in writing, prior to payment of
any Performance Bonus hereunder to an Executive, that the Performance Targets
and any other material terms of the Plan were satisfied.


 


3.5                                 Change
in Control. If a Change in Control occurs and thereafter the Executive’s
employment is involuntarily terminated without Cause by the Company or an
Affiliate within the same fiscal year, the Executive will be paid the Executive’s
target bonus amount for all Performance Periods ending in the year in which the
Change in Control and termination occurred, as specified on the Bonus Schedule,
as if the Performance Targets had been met in full, and the Executive had been
employed on the date that the Performance Bonus was to be paid. Payment will be
made within thirty days of the Executive’s termination.


 


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4.                                      GENERAL
TERMS AND CONDITIONS


 


4.1                                 Administration
by the Committee. The Committee will administer the Plan in accordance with
its terms, and will have all powers necessary to carry out the Plan’s
provisions. The Committee has full discretion to, and will, interpret the Plan
and determine all questions arising in its administration, interpretation and
application, including but not limited to questions of eligibility and the status
and rights of Executives and other persons. Any determination by the Committee
will be conclusive and binding on all persons. The Committee may delegate to
the Company’s Chief Executive Officer some or all of its authority under the
Plan, including the responsibility for setting Performance Targets (other than
with respect to himself), certifying whether such Performance Targets have been
met under the Plan, setting Performance Periods, selecting eligible executives,
and administering the Plan.


 


4.2                                 No
Assurance of Employment or Payment. Participation in the Plan does not
guarantee or imply continued employment. Except as required by applicable law,
nothing in this Plan or any Executive’s Bonus Schedule is intended to create an
employment agreement with an Executive. By participating in this Plan, the
Executive agrees that his or her employment is “at-will”, and the Executive or
the Company (or the Affiliate that employs the Executive) may terminate the
employment relationship at any time for any reason or no reason. Furthermore,
participation in the Plan does not guarantee payment of any Performance Bonus
amount.


 


4.3                                 Non-Payment
or Recovery. The Company or Affiliate may refuse to pay a Performance Bonus
or may recover a Performance Bonus previously paid if an error in the
calculation of a Performance Bonus has resulted in an overpayment to an
Executive. If an erroneous Performance Bonus payment is to be recovered, the
Executive agrees to remit payment to the Company or the Affiliate the full
amount of the monies being recovered within thirty (30) calendar days after the
date of notice from the Company. Recovery may be made by the Company or an
Affiliate at any time during and after the Executive’s employment until the
outstanding balance is satisfied in full. This Section 4.3 shall continue to be
in effect after the expiration of this Plan and/or the expiration or
termination of the Executive’s employment with the Company or its Affiliates.


 


4.4                                 Amendment
or Termination. The Company reserves the right to amend or terminate the
Plan at any time. Any such amendment or termination will be made pursuant to a
resolution of the Board.


 


4.5                                 Complete
Agreement. The
terms and conditions this Plan, together with the applicable Executive’s Bonus
Schedule, constitute the complete and exclusive statement of the understanding
between the Company, its Affiliates, and each Executive, which supersedes and
excludes all prior or contemporaneous proposals, understandings, agreements or
representations, oral or written, between the Company, its Affiliates, and each
Executive, with respect to the subject matter hereof. If there is
any conflict between the terms of the applicable Bonus Schedule and this Plan
document, the terms of this Plan document will control.


 


4.6                                 Applicable
Law. Except to the extent preempted by federal law, the Plan will be
construed and administered under the laws of the State of Illinois, without
giving effect to its conflict of laws principles.


 


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4.7                                 Withholding.
The Company or an Affiliate may withhold from any payment that it is required
to make under the Plan amounts sufficient to satisfy applicable withholding
requirements under any federal, state or local law.


 


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