EXHIBIT 10.1


 


KANBAY
INTERNATIONAL, INC.


2005 GLOBAL LEADERSHIP BONUS PLAN


Kanbay International, Inc. (the “Company”) has
adopted the Kanbay
International, Inc. 2005 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
2005 fiscal year (January 1, 2005 to December 31, 2005).  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 2005 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 2005 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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