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.
2
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�
