Exhibit
10.2


KANBAY INTERNATIONAL, INC.


SEVERANCE AGREEMENT


THIS SEVERANCE AGREEMENT (this “Agreement”) is made
and entered into by and among Kanbay International, Inc., a Delaware
corporation (the “Company”), Kanbay Incorporated, an Illinois corporation (“Kanbay”)
and Roy K. Stansbury (“Executive”) as of August 7, 2006 (the “Effective Date”).


WHEREAS, it is in the best interests of Kanbay, the
Company, and the Company’s stockholders to assure Executive’s continued
dedication to Kanbay and the Company; and


WHEREAS, any consideration by Kanbay and the Company
of strategic transactions such as mergers and acquisitions would inevitably
create personal uncertainties for Executive, and therefore distract Executive
from the business of Kanbay and the Company; and


WHEREAS, it is in the best interests of Kanbay, the
Company and the Company’s stockholders to retain Executive’s dedication and
reduce distractions by providing Executive with compensation arrangements in
the event of certain terminations of Executive’s employment, including
terminations in connection with a strategic transaction, as more fully provided
herein.


NOW, THEREFORE, in consideration of and reliance upon
the foregoing background statement and the covenants contained in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Kanbay, the Company and Executive
agree as follows:


1.                                      DEFINITIONS


1.1           “Affiliate” shall
mean any corporation or other business entity 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” shall
mean the annual Base Salary payable to Executive so long as the Company or an
Affiliate employs Executive.


1.3           “Board” shall mean
the Board of Directors of the Company.


1.4           “Cause” shall mean
any of the following: (i) Executive’s 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 by Executive, which is
intended to cause, causes or is reasonably likely to cause material harm to the
Company or an Affiliate, monetarily, reputationally or otherwise; (ii)
Executive’s 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; (iii) Executive’s
willful neglect of or continued failure to substantially perform, in any
material respect, his duties (as assigned to 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 incapacity due to physical or
mental illness; or (iv) Executive’s abuse of illegal drugs or other controlled
substances or habitual intoxication.  For
purposes of this Section, an act or omission is “willful” if it was knowingly
done, or knowingly









 



omitted to be
done, by Executive not in good faith and without reasonable belief that the act
or omission was in the best interest of the Company.  Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Board or based
upon the advice of counsel for the Company shall be conclusively presumed to be
done, or omitted to be done, in good faith and in the best interests of the
Company.  The Company has the discretion,
in other circumstances, to determine in good faith, from all the facts and
circumstances reasonably available to it, whether Executive who is under
investigation for, or has been charged with, a crime will be deemed to have
committed it for purposes of this Agreement.


1.5           “Change
in Control” shall mean 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 1.5(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.


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 that reduces the number of Company Voting Securities
outstanding; provided, however, that if after



 2
 






 



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.


1.6           “Good
Reason” shall mean any one of the following events, without Executive’s written
consent: (i) the assignment to Executive of duties materially inconsistent with
Executive’s then-current level of authority or responsibilities, or any other
action by the Company or an Affiliate that results in a material diminution in
Executive’s position, compensation, authority, duties or responsibilities; (ii)
a breach by the Company or an Affiliate of any material term or covenant of any
agreement with Executive; (iii) a requirement that Executive be based at any
office or location that is
more than thirty-five (35) miles from the Executive’s principal office location
immediately preceding a Change in Control; or (iv) a failure by any
successor (whether direct or indirect by purchase, merger, consolidation or
otherwise) to all or substantially all of the business or assets of the Company
or the Affiliate employing Executive to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company or an
Affiliate would be required to perform it if no such succession had taken
place.  Executive must provide the Company written notice of any claim of Good
Reason within ninety (90) days after the occurrence of any action/inaction
giving rise to such claim, and the Company or its Affiliate will have thirty
(30) days to cure such claim.


2.                                      TERMINATIONS
OF EMPLOYMENT TRIGGERING SEVERANCE BENEFITS


2.1           Subject
to Section 2.2, and provided that Executive has executed a full and complete
release of the Company and its Affiliates (and their related parties) from any
and all claims, in a form prepared by the Company, the Company or an Affiliate
will provide Executive with the benefits set forth in Section 3 if Executive’s
employment is terminated for the following reasons (“Qualifying Terminations”):
(i) by the Company or an Affiliate without Cause at any time; or (ii) by
Executive for Good Reason within eighteen (18) months after the effective date
of a Change in Control.


2.2           In
no event will benefits be payable to Executive under this Agreement in the
event of termination due to Executive’s death, disability, retirement,
termination by the Company or an Affiliate for Cause, or voluntary termination
by Executive without Good Reason.


2.3           Notwithstanding
the foregoing, the following payments will be made upon Executive’s termination
of employment for any reason or no reason: 
(i) earned but unpaid Base Salary through the date of termination; (ii)
any accrued but unpaid vacation; (iii) any amounts payable under any employee
pension or welfare benefit plans of the Company or an Affiliate in accordance
with the terms of those plans; and (iv) unreimbursed business expenses incurred
by Executive on behalf of the Company or an Affiliate (in accordance with
existing expense reimbursement policies of the Company or an Affiliate).



 3
 






 



3.                                      TERMINATION
BENEFITS


3.1           Subject
to the conditions set forth in Section 2, and so long as Executive has not
violated and does not violate any of the terms of this Agreement, the following
benefits shall be paid or provided to Executive in the event Executive’s
employment is terminated in a Qualifying Termination:


(a)           Salary Continuation.  The Company or an Affiliate will pay
Executive severance pay consisting of bi-weekly pay checks in an amount based
on Executive’s Base Salary on the date of termination (less applicable
deductions for federal and state taxes and FICA) for a period of six (6) months
following the date of termination.  The severance
pay will be paid on regularly scheduled pay dates.  Notwithstanding the foregoing, no payments
under this Section 3.1(a) shall commence prior to the effective date of the
release of claims being provided to the Company and its Affiliates by Executive
under Section 2.1 (including the expiration of any revocation period required
by law in connection with such release).


(b)           Incentive Plan Vesting.  All awards under the Kanbay International,
Inc. Stock Incentive Plan, or any similar or successor plan, held by Executive
shall immediately become exercisable in full, all restrictions applicable to
such awards shall lapse, and all performance measures with respect to such
awards shall be deemed satisfied in full.  Executive will
have a period of time following the date of termination, as stated in Kanbay
International, Inc. Stock Incentive Plan or the applicable Award Agreement
issued thereunder,
during which Executive may exercise his awards, if any.  Except as specifically stated in this Section
3.1(b), this
Agreement shall not be construed to amend, modify or supersede any of the
provisions of the Kanbay International, Inc. Stock Incentive Plan, or
any similar or successor plan, or any applicable Award Agreement issued
thereunder.


(c)           Health Benefits.  To the extent permissible under applicable
law, the Company or an Affiliate shall continue to provide coverage to
Executive (and to Executive’s spouse and dependents who are covered as of date
of the Qualifying Termination) under the health and welfare benefit plans the
Company or an Affiliate maintains for active employees following Executive’s
Qualifying Termination, at the same cost to Executive and under the same terms
applicable to active employees (and their dependents), for a period of eighteen
(18) months after Executive’s Qualifying Termination.  Notwithstanding the foregoing, if Executive
becomes employed with another employer during such eighteen (18) month period
and is eligible to receive substantially comparable health and welfare benefits
from such employer, the obligation of the Company and its Affiliates to provide
the benefits described in this Section 3.1(c) shall cease.


3.2           Taxation and
Withholding.  Neither the Company nor
any Affiliate makes any representations or warranties with respect to, and has
no responsibility or liability for, the personal tax consequences of this
Agreement to Executive.  The Company and
its Affiliates may make such provisions and take such steps as they may deem
necessary or appropriate for the withholding of any taxes that the Company or
any Affiliate is required by any law or regulation of any governmental
authority, whether federal, state or local, domestic or foreign, to withhold in
connection with this Agreement.



 4
 






 



3.3           Executive’s Death.  If Executive dies before the completion of
any payments or benefits required under this Section 3, the Company or an
Affiliate will make or continue payments and benefits to Executive’s surviving
spouse, if any, or Executive’s estate in accordance with this Section.


4.                                      RESTRICTIVE
COVENANTS


4.1           Trade Secrets.  Executive acknowledges that he has had and/or
will have access to confidential information of the Company and its Affiliates
(including, but not limited to, current and prospective confidential know-how,
specialized training, customer lists, marketing plans, business plans,
financial and pricing information, and information regarding acquisitions,
mergers and/or joint 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, and that was obtained from the Company or an Affiliate or which was
learned as a result of the performance of services by Executive on behalf of
the Company or an Affiliate (“Trade Secrets”). 
Trade Secrets shall not include any information that: (i) is now, or
hereafter becomes, through no act or failure to act on the part of Executive
that constitutes a breach of this Section 4, generally known or available to
the public; (ii) is known to Executive at the time such information was
obtained from the Company or an Affiliate; (iii) is hereafter furnished without
restriction on disclosure to Executive by a third party, other than an employee
or agent of the Company or an Affiliate, who is not under any obligation of
confidentiality to the Company or an Affiliate; (iv) is disclosed with the
written approval of the Company 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 with any legal proceeding involving the parties
hereto; provided however, that such disclosure shall be limited to the extent
so required or compelled; and provided further, however, that if Executive is
required to disclose such confidential information, he shall give the Company
notice of such disclosure and cooperate in seeking suitable protections.  Other than in the course of performing
services for the Company and its Affiliates, Executive will not, at any time,
directly or indirectly use, divulge, furnish or make accessible to any person
any Trade Secrets, but instead will keep all Trade Secrets strictly and
absolutely confidential.  Executive will
deliver promptly to the Company or the Affiliate that employed Executive, at
the termination of his employment or at any other time at the request of the
Company or an Affiliate, without retaining any copies, all documents and other
materials in his possession relating, directly or indirectly, to any Trade
Secrets.


4.2           Non-competition.  Beginning on the Effective Date and for a
period continuing through the later of (i) six (6) months following termination
of Executive’s employment with the Company and all Affiliates and (ii) the
period the Company or an Affiliate is making severance payments to Executive
under Section 3.1(a) (the “Restricted Period”), Executive shall not directly or
indirectly own any interest in, operate, control or participate as a partner,
director, principal, officer, or agent of, enter into the employment of, act as
a consultant to, or perform any services for, any company, person, or entity
engaged in a “Competitive Business” (as defined herein).  A Competitive Business shall include any
company, person or entity that is involved in or seeks to become involved in
providing information technology services and solutions to the financial
services industry, including business process and technology advice, software
package selection and integration, application development, maintenance and
support, network and system security and specialized services, in any country
in which the Company or an Affiliate is doing business at the time of termination
of Executive’s employment.



 5
 






 



4.3.          Employee Agreements.  As a condition of this Agreement and as a
condition of Executive’s employment with the Company or an Affiliate, Executive
is required to sign a separate Employee Non-Disclosure, Development and Non-Solicitation Agreement
and/or other similar agreement(s) (collectively, “Employee Agreements”).  Executive hereby reaffirms his commitment to
abide by all obligations set forth in all such Employee Agreements.  Executive further agrees that any breach by
Executive of any Employee Agreement shall be considered a breach by Executive
of this Agreement.  This Agreement shall
not be construed to amend, modify or terminate any of Executive’s obligations
under any Employee Agreement to the extent this Agreement and the Employee
Agreement are not inconsistent.  However,
in the event of any direct conflict between the terms of any Employee Agreement
and the terms of this Agreement, the terms of this Agreement shall govern and
supersede any Employee Agreement.


4.4           Irreparable
Harm.  Executive acknowledges that:
(i) Executive’s compliance with this Agreement is necessary to preserve and
protect the proprietary rights, Trade Secrets, and the goodwill of the Company
or an Affiliate as going concerns, and (ii) any failure by Executive to comply
with the provisions of this Agreement will result in irreparable and continuing
injury for which there will be no adequate remedy at law.  In the event that Executive fails to comply
with the terms and conditions of this Agreement, the obligations of the Company
and its Affiliates to pay the severance benefits set forth in Section 3 shall
cease, and the Company or an Affiliate will be entitled, in addition to other
relief that may be proper, to all types of equitable relief (including, but not
limited to, the issuance of an injunction and/or temporary restraining order)
that may be necessary to cause Executive to comply with this Agreement, to
restore to the Company and its Affiliates their property, and to make the
Company and its Affiliates whole.


4.5           Survival.  The provisions set forth in this Section 4
shall survive termination of this Agreement.


4.6           Scope
Limitations.  If the scope, period of
time or area of restriction specified in this Section 4 are or would be judged
to be unreasonable in any court proceeding, then the period of time, scope or
area of restriction will be reduced or limited in the manner and to the extent
necessary to make the restriction reasonable, so that the restriction may be
enforced in those areas, during the period of time and in the scope that are or
would be judged to be reasonable.


5.             MISCELLANEOUS


5.1           Employment Status.  Nothing herein shall be deemed to create any
term of employment, it being expressly understood and agreed between the
parties that Executive’s employment is at will and that either party may
terminate such employment at any time.


5.2           Governing Law.  All provisions of this Agreement will be
construed and governed by Illinois law without regard to its choice of law
principles or the laws of any other jurisdiction.  Any suit, claim or other legal proceeding
arising out of or relating to Executive’s employment, his termination from
employment, or this Agreement shall be brought exclusively in the federal or
state courts located in Cook County, Illinois, and Executive and the Company
and its Affiliates hereby submit to personal jurisdiction in the State of
Illinois and to venue in such courts. 
Notwithstanding the foregoing, the Company or an Affiliate may seek and
obtain injunctive relief against Executive in any court having jurisdiction
over Executive.



 6
 






 



5.3           Severability.  Every provision of this Agreement is intended
to be severable. If any provision or portion of a provision is illegal or
invalid, then the remainder of this Agreement shall not be affected. Moreover,
any provision of this Agreement which is determined to be unreasonable,
arbitrary or against public policy shall be modified as necessary so that it is
not unreasonable, arbitrary or against public policy while maximizing the intent
of the parties.


5.4           Entire Agreement.  Except as provided in any non-disclosure,
non-solicitation, intellectual property or similar agreement signed by
Executive, with respect to its subject matter, this Agreement constitutes the
entire understanding of the parties superseding all prior agreements,
understandings, negotiations and discussions between them, whether written or
oral, and there are no other understandings, representations, warranties or
commitments with respect thereto. 
Notwithstanding any terms contained herein to the contrary, the Company
or its Affiliates, in addition to any rights set forth herein, shall have the
right to seek enforcement of any other penalties or restrictions that may apply
under any other non-disclosure, non-solicitation, intellectual property or
similar agreement between Executive and the Company or its Affiliates.


5.5           Successors and
Assigns.  This Agreement may not be
assigned by Executive.  This Agreement
shall be binding upon and inure to the benefit of all successors and assigns
(whether by operation of law or otherwise) of the Company and its Affiliates.


5.6           Amendment.
This Agreement may only be amended or terminated by mutual written agreement
between the Company and Executive.


5.7.          No Waiver.  No failure or delay by the Company or an
Affiliate or Executive in enforcing or exercising any right or remedy hereunder
shall operate as a waiver thereof.  No
modification, amendment or waiver of this Agreement nor consent to any departure
by Executive from any of the terms or conditions thereof, shall be effective
unless in writing and signed by the Chairman of the Board.  Any such waiver or consent shall be effective
only in the specific instance and for the purpose for which given.


5.8.          Counterparts.  The parties may execute this Agreement in one
or more counterparts, all of which together shall constitute but one Agreement.


IN WITNESS WHEREOF, each party has executed this
Severance Agreement or caused this Severance Agreement to be duly executed as
of the Effective Date.


IN WITNESS WHEREOF, each
party has executed this Severance Agreement or caused this Severance Agreement
to be duly executed as of the Effective Date.


	
  KANBAY INTERNATIONAL, INC.

  	
  ROY K. STANSBURY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
  By:

  



 


	
  KANBAY INCORPORATED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  	
   

  



 



 7