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Exhibit 10.1
KANBAY LLC
1998 NON-QUALIFIED UNIT OPTION PLAN
The Kanbay LLC 1998 Non-Qualified Unit Option Plan (the "Plan") is intended
to promote the long-term success of Kanbay LLC ("Kanbay"), its subsidiaries, and
its equity holders by strengthening Kanbay's ability to attract and retain
highly competent executives and other selected employees and to provide a means
to encourage Unit ownership, proprietary interest in Kanbay, and entrepreneurial
perspectives. The Plan is not intended to qualify as an "employee stock purchase
plan" within the meaning of Section 423 of the United States Internal Revenue
Code of 1986, as amended, nor will the options awarded pursuant to this Plan
qualify for the tax treatment afforded incentive stock options pursuant to
Sections 421 and 422 of the Internal Revenue Code.
1. DEFINITIONS
All capitalized terms used herein but not defined in this Section 1 or
elsewhere in this Plan shall have the meanings ascribed to them in the LLC
Agreement.
(a) "Committee" shall mean Kanbay's Compensation Committee, as appointed
by the Managers from time to time and responsible for administering the Plan as
set forth in Section 4 hereof, or any other committee of Kanbay that succeeds to
the responsibilities of administering this Plan. In the event that no
Compensation Committee is appointed, the Managers shall serve as the
"Committee."
(b) "Consultant" shall mean a person or entity that provides consulting
services for Kanbay or for any of its subsidiaries pursuant to an agreement and
is not an Employee of Kanbay.
(c) "Date of Grant" shall mean the day and year written in the Option
Agreement relating to such Option.
(d) "Disability" shall mean any medically determinable physical or mental
impairment that, in the opinion of the Managers, based upon medical reports and
other evidence satisfactory to the Managers, can reasonably be expected to
prevent an individual from performing substantially all of his or her customary
duties for a continuous period of not less than twelve (12) months.
(e) "Employee" shall mean any employee of Kanbay or of any of its
subsidiaries. Any references to employment with Kanbay shall be deemed to
include Kanbay and any subsidiary of Kanbay, as the context may require.
(f) "Exercise Price" shall mean the purchase price for Units purchased
pursuant to the exercise or partial exercise of an Option.
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(g) "Fair Market Value" shall mean, with respect to the valuation of any
Units, (i) if the Unit is publicly traded, the closing price of the Unit on the
trading day immediately preceding the business day during which the Units are to
be valued pursuant hereto, and (ii) if the Unit is not publicly traded, the fair
market value of the Units as reasonably determined by the Managers consistent
with past practice.
(h) "LLC Agreement" shall mean the Amended and Restated Limited Liability
Company Agreement of Kanbay LLC effective August 24, 1998, as amended by the
Members from time to time.
(i) "Option" shall mean any right to purchase Units which has been awarded
by Kanbay pursuant to the Plan.
(j) "Option Agreement" shall mean an agreement authorized by the Committee
and executed by an Officer of Kanbay and the Employee evidencing the award of an
Option.
(k) "Option Units" shall mean the Units transferred pursuant to the
exercise of an Option.
(l) "Optionee" shall mean any Employee or Consultant who is granted an
Option pursuant to the Plan.
(m) "Transferee" shall mean any recipient of any transfer by Optionee
permitted under the Plan.
2. UNITS SUBJECT TO THE PLAN
Except as provided in Section 3 hereof, the aggregate number of Units for
which Options may be awarded hereunder shall not exceed one million four hundred
twenty nine thousand fifty nine (1,429,059) of Kanbay's authorized Common Units
at any time. Units subject to awards under the Plan which expire, terminate, do
not vest or are canceled prior to exercise shall thereafter be available for the
granting of other awards. Units which have been exchanged by an Employee as full
or partial payment to Kanbay in connection with any award under the Plan also
shall thereafter be available for the granting of other awards. In addition, any
Units issued pursuant to awards hereunder that have been repurchased by Kanbay
may again be made subject to the Plan.
3. ADJUSTMENT
(a) In the event of any Unit dividend, Unit split, combination or exchange
of Units, merger, consolidation, spin-off, recapitalization or other
distribution (other than normal cash distributions) of Company assets to
Members, or any other change affecting number of Units or Unit price, such
proportionate adjustments, if any, as the Committee in its discretion may deem
appropriate to reflect such change shall be made with respect to (i) the
aggregate number of Units that may be issued under the Plan; (ii) each
outstanding award made under the Plan; and (iii) the Exercise Price for any
outstanding Options.
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(b) The number of Units subject to the Plan and Options shall not be
adjusted as a result of the issuance of Units by Kanbay (other than an issuance
described in subsection ((a)) of this Section 3), it being understood that, upon
such an issuance of Units, holders of Options and holders of Option Units will
have a corresponding dilution of their proportionate interests in the Units.
4. ADMINISTRATION OF THE PLAN
(a) The Plan shall be administered by the Committee.
(b) The Committee is authorized (but only to the extent not contrary to
the express provisions of the Plan) to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to the Plan and to the Options, to
determine the form and content of Options (except to the extent the form and
content of the Options are specified herein), and to make such other
determinations and exercise such other powers and authority as may be necessary
or advisable for the administration of the Plan. Each Option awarded shall be
evidenced by an Option Agreement in such form as may be determined by the
Committee, subject to any requirements under this Plan.
(c) A majority of the members of the Committee eligible to act shall
constitute a quorum for purposes of acting with respect to the Plan and the
action of a majority of the members present who are eligible to act at any
meeting at which a quorum is present shall be deemed the action of the
Committee.
(d) All decisions, determinations and interpretations of the Committee
made in good faith with respect to the Plan and Option Agreements shall be final
and conclusive on all persons affected thereby.
5. ELIGIBILITY
Any Employee and any Consultant shall be eligible to receive one or more
awards under the Plan. The Committee will select the particular Employees and
Consultants who will be awarded Options and the number of Units offered pursuant
to each such Option. In awarding Options, the Committee shall take into
consideration the contribution the Employee or Consultant has made or may make
to the success of Kanbay and such other factors as the Committee shall
determine. In no event shall any party or its legal representatives, heirs,
legatees, distributees or successors, as applicable, have any right to receive
an award under the Plan except to such extent, if any, as the Committee shall
determine.
6. PERMITTED TRANSFERS
(a) Notwithstanding the prohibitions set forth below in Section 8, each
Optionee shall be permitted at all times to transfer any or all of the Options,
or, in the event the Options have not yet been issued to the Optionee, the
Company shall be permitted to issue any or all of the Options, to certain trusts
designated by the Optionee as long as such transfer or issuance is made as a
gift (i.e., a transfer for no consideration, with donative intent), whether
during lifetime or to take effect upon (or as a consequence of) his death, to
his spouse or children. Gifts in trust shall be deemed gifts to every
beneficiary and contingent beneficiary, and so shall not be permitted
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under this Section if the beneficiaries or contingent beneficiaries shall
include anyone other than such spouse or children. Transfers to a spouse or
child for consideration, regardless of the amount, shall not be permitted under
this Section.
(b) Transfers to a spouse or children that are incident or pursuant to a
divorce or dissolution of marriage or marital separation, regardless of whether
voluntary or pursuant to an agreement or pursuant to a court order, shall not be
deemed permitted under this Agreement; they shall be deemed non-permitted
transfers and shall be subject to the provisions of Section 8 hereof. In the
event that a permitted transfer is made to a spouse pursuant to this Section and
the marriage subsequently terminates as the result of a divorce, dissolution of
marriage or marital separation, the Options so transferred shall terminate
immediately upon such termination of the marriage and such Options shall be void
without further action by Kanbay and shall have no effect.
(c) Any Options issued or transferred under this Section shall be subject
to all terms and conditions contained herein governing Options and holders of
Options. In the event the Optionee's relationship with the Company is
terminated, the Company shall have the right to repurchase any or all of the
Option Units granted under this Section in accordance with Section 8, and any
unvested portion of any Option shall terminate in accordance with Section 10.
7. TERM OF THE PLAN
The Plan shall become effective upon the date it is approved by the
Managers of Kanbay and shall continue in effect until terminated pursuant to
Section 20 hereof or until there are no more Units as to which Options may be
awarded and no Options are outstanding; provided, however, that all Options must
be awarded within ten (10) years from the effective date of the Plan.
8. RESTRICTIONS ON TRANSFERS
Notwithstanding anything to the contrary herein, and subject to Section 11
hereof, an Option may not be sold, exchanged, assigned, mortgaged, pledged,
encumbered, hypothecated, gifted, devised, or otherwise transferred in any way,
whether voluntarily or involuntarily, by operation of law or otherwise, and will
not be subject to execution, attachment or similar process, except by will,
under the laws of descent and distribution or as set forth in Section 6. An
Option will terminate immediately upon any attempted transfer in violation of
this Section 8 and such Option will be void without further action by Kanbay and
shall have no effect.
9. REPURCHASE OPTION
The Option Agreement shall provide that the Option Units are subject to the
rights of Kanbay to repurchase or acquire the Option Units, as follows:
(a) If, after an Optionee or Transferee acquires Option Units, the
Optionee ceases to be an Employee or Consultant for any reason, Kanbay shall
have the right to repurchase all or any portion of such Option Units for the
Exercise Price paid by the Optionee or Transferee. With
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respect to Options exercised after the Optionee ceases to be an Employee or
Consultant, Kanbay may purchase such Option Units for a price equal to the
Exercise Price for such Units. Kanbay may exercise its right to purchase Option
Units pursuant to this paragraph at any time within six (6) months after the
later of (i) the date the Optionee ceases to be an Employee or Consultant; and
(ii) the date the relevant Option was exercised.
(b) The purchase price for Option Units re-acquired by Kanbay pursuant to
either of the immediately preceding paragraphs may be paid, at the election of
Kanbay, either in a lump sum cash payment or pursuant to an installment note
with a maturity of not greater than five (5) years. In the case of an
installment note, interest shall accrue on the declining principal balance of
such note at a rate of interest equal to the "Prime Rate" as published in the
WALL STREET JOURNAL on the date such installment note is issued. The purchase
price will be payable in equal monthly installments of principal and interest
and Kanbay shall have the right to prepay the outstanding principal balance at
any time without premium or penalty.
(c) The purchase options described in this Section shall not apply if the
Units are publicly traded on a recognized national or international public
securities market as of the later of (i) the date the Employee ceases to be an
Employee or the Consultant ceases to perform work for Kanbay; and (ii) the date
the Option is exercised.
10. VESTING OF OPTIONS
Options are exercisable only upon and after vesting. Except as provided in
Section 11 below and except as otherwise may be specifically provided in an
Option Agreement, Options awarded to Optionees shall vest according to the
following schedule:
(a) one-quarter on the first anniversary of the Date of Grant;
(b) an additional one-quarter on the second anniversary of the Date of
Grant;
(c) an additional one-quarter on the third anniversary of the Date of
Grant; and
(d) the remaining one-quarter on the fourth anniversary of the Date of
Grant.
The above vesting schedule assumes the Optionee's continuous employment or
consulting relationship with Kanbay. Except as provided in Section 11 hereof or
as the Committee may determine in its sole discretion on a case by case basis,
no Option shall vest after the date the Optionee ceases to be an Employee or
Consultant for any reason, whether such Option is held by the Optionee or a
Transferee thereof, and any unvested portion of any Option theretofore held by
such an Optionee or Transferee shall terminate as of that date.
11. SPECIAL VESTING PROVISIONS
(a) Notwithstanding anything to the contrary in Section 10 hereof, if an
Optionee dies or suffers a Disability during the vesting period described in
Section 10 hereof and the Optionee was an Employee or Consultant at the time of
such death or Disability, the unvested portion of
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any Option held by such Optionee or any Transferee thereof shall automatically
vest on the date of death or Disability.
(b) Notwithstanding anything to the contrary in Section 10 hereof and
except as may be specifically provided in an Option Agreement, the vesting
period described in Section 10 hereof will be suspended during the pendency of
any bona fide leave of absence approved by Kanbay and the vesting period will be
increased by the length of time of such leave of absence. Notwithstanding the
foregoing or anything in this Plan to the contrary, any Option which would, by
the operation of this paragraph, vest after the tenth anniversary of its
original Date of Grant shall terminate on the tenth anniversary of its original
Date of Grant and in no event shall an Optionee or Transferee be permitted to
exercise any Option after the tenth anniversary of the original Date of Grant.
For all purposes of this Plan other than this paragraph, the "Date of Grant" and
the anniversaries thereof will be adjusted with respect to any such Options as
necessary to give effect to this paragraph. This paragraph shall have no effect
on Options, or portions thereof, which, by their terms, are vested prior to
the first day of an Employee's leave of absence.
12. ACCELERATION AND SETTLEMENT OF AWARDS
The Committee shall have the discretion, exercisable at any time before a
sale, merger, consolidation, reorganization, liquidation or change of control of
Kanbay, as defined by the Committee, to provide for the acceleration of vesting
and for settlement, including cash payment of an award granted under the Plan,
upon or immediately before the effectiveness of such event. However, the
granting of awards under the Plan shall in no way affect the rights of Kanbay to
adjust, reclassify, reorganize or otherwise change its capital or business
structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all
or any portion of its businesses or assets.
13. WHEN OPTIONS MAY BE EXERCISED
(a) Except as provided in subsection (b) of this Section 13, the vested
portion of an Option may be exercised by the Optionee or Transferee at any time
before the tenth anniversary of its Date of Grant.
(b) In the event of any termination of employment or consulting
relationship, other than a termination resulting from death or Disability of an
Optionee, the vested portion of the outstanding Options held by such Optionee or
any Transferee thereof shall be exercisable only to the extent that they were
exercisable on the date of such termination and shall expire sixty (60) days
after such termination or on their stated expiration date, whichever occurs
first.
(c) If an Optionee dies or suffers a Disability, such Optionee's
outstanding Options (including those subject to accelerated vesting pursuant to
Section 11 and any held by a Transferee thereof) shall expire on the first
anniversary of the date of such Optionee's death or Disability, regardless of
the stated expiration dates of such Options.
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14. EXERCISE PRICE
The Committee shall, from time to time, set the Exercise Price which shall
be an amount equal to or greater than the Fair Market Value on the Date of
Grant.
15. EXERCISE OF OPTION
(a) During the Optionee's lifetime, Options shall be exercisable only by
the Optionee, the Transferee, or the Optionee's legal representative or
guardian. Options shall not be exercisable by the spouse of any Optionee during
such Optionee's lifetime unless such spouse is acting in the capacity of legal
representative or guardian of the Optionee. In the event of the Optionee's
death, the Option shall be exercisable by the person or entity (including the
Optionee's estate) that has obtained the Optionee's rights under the Option by
will or under the laws of descent and distribution.
(b) Options shall be exercised if at all, by submitting to Kanbay: (i) a
written notice of exercise referencing the Option Agreement under which the
Options were granted, the number of Units as to which the Option is being
exercised, the manner of payment for the Units, an agreement to be bound by the
terms of the LLC Agreement with respect to the Option Units, the name and
address to which the Option certificates are to be delivered, and such other
information as the Committee may require; (ii) any other written
representations, covenants, and undertakings that Kanbay may prescribe pursuant
to any Member agreements or to satisfy securities laws and regulations or other
requirements, and (iii) the full purchase price of the Units in cash or such
other method permitted by the Committee.
(c) Upon receipt of the notice of exercise (subject to Sections 16, 17,
and 18 of this Plan), Kanbay may issue a new certificate or certificates to the
holder of the Option. The certificate or certificates for the Units as to which
the Option shall have been exercised shall be registered in the name of the
holder of the Option and shall be delivered to the holder of the Option. In
addition to any other legends required to appear on the certificates, the
certificates shall bear a legend substantially in the following form:
The units subject to this certificate are subject to transfer
restrictions set forth in the Kanbay LLC 1998 Non-Qualified Unit
Option Plan (the "Plan"). Copies of the Plan are on file in the Office
of the Secretary of Kanbay. By accepting the Units evidenced by this
certificate, the holder agrees to be bound by the Plan as it may be
amended from time to time.
16. SECURITIES LAW RESTRICTIONS
(a) Kanbay shall not be obligated to issue any Unit certificates
evidencing a transfer upon exercise of an Option until, in the opinion of Kanbay
and its counsel, such transfer and issuance of Unit certificates will not
violate of applicable federal, state, or foreign securities laws, the rules and
regulations promulgated thereunder, and the requirements of any securities
exchange upon which the Unit may then be listed. Acceptance of an Option by an
Optionee or
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Transferee shall constitute the Optionee's or Transferee's agreement (binding on
any person who succeeds to the Optionee's rights and obligations under the
Option Agreement by reason of the Optionee's death) that, if the Units are not
publicly traded as of the date the Option is exercised, any Units purchased upon
the exercise of the Option shall be acquired for the Optionee's or Transferee's
own account and not with a view to distribution and that each notice of the
exercise of any portion of the Option shall be accompanied by a written
representation and covenant signed by the Optionee or Transferee, in such form
as may be specified by Kanbay, confirming such agreement and containing such
other provisions as may be prescribed by Kanbay. Kanbay may, at its election,
release an Optionee or Transferee from the Optionee's or Transferee's agreement
to take for the Optionee's or Transferee's own account and not with a view to
distribution of the Units purchased upon exercise of an Option if, in the
opinion of Kanbay, such covenant ceases to be necessary for compliance with the
applicable securities laws (including the rules and regulations promulgated
thereunder) and the requirements of any securities exchange upon which the Units
may then be listed.
(b) If the Units purchased upon exercise of an Option are not covered by
an effective registration statement under the Securities Act of 1933, as
amended, Kanbay may place an appropriate legend upon the certificate or
certificates representing such Units.
17. LISTING OR REGISTRATION OF UNITS
Each Option is subject to the requirement that, if at any time the Managers
shall determine, in their discretion, that the listing, registration or
qualification of the Units subject to the Option upon any securities exchange or
under any federal, state or foreign law, or the consent or approval of any
government regulatory body, is necessary or desirable as a condition of, or in
connection with, the awarding or exercise of the Option or the issuance or
purchase of Units under the Option, the Option may not be exercised in whole or
in part until such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Managers. Kanbay shall be under no obligation to effect or obtain any such
listing, registration, qualification, consent or approval if the Managers shall
determine, in their discretion, that such action would not be in the best
interests of Kanbay. Kanbay shall not be liable for damages due to a delay in
the delivery or issuance of any Unit certificates for any reason whatsoever,
including, but not limited to, a delay caused by listing, registration or
qualification of the Units subject to an Option under any securities exchange or
under any federal, state or foreign law, or by the effecting or obtaining of any
consent or approval of any governmental body with respect to the awarding or
exercise of the Option or the issue or purchase of Units under the Option.
18. WITHHOLDING OF TAXES
The Committee may make such provisions and take such steps as it may deem
necessary or appropriate for the withholding of any taxes which Kanbay is
required by any law or regulation of any governmental authority, whether
federal, state or local, domestic or foreign, to withhold in connection with any
Option, including, but not limited to, the withholding of the issuance of all or
any portion of the Units subject to the Option until the holder of the Option
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reimburses Kanbay for the amount required to be withheld with respect to such
taxes, canceling any portion of the issuance of the Units subject to the Option
in an amount sufficient to reimburse Kanbay for such amount, deducting from the
Optionee's compensation an amount sufficient to reimburse Kanbay for such
amount, or taking any other action reasonably required to satisfy the
withholding obligation of Kanbay.
19. MODIFICATION OF OPTIONS
At any time and from time to time the Committee may provide for the
modification, extension, or renewal of any outstanding Option, provided that no
such modification, extension or renewal shall impair the Option in any respect
without the consent of the holder of the Option.
20. AMENDMENT AND TERMINATION OF THE PLAN
The Plan may be amended by the Managers as they deem necessary or
appropriate to better achieve the purposes of the Plan, except that no amendment
that would increase the number of Units available for issuance in accordance
with Sections 2 and 3 shall be made without the approval of the Members. The
Managers may suspend the Plan or terminate the Plan at any time; provided, that
no such action shall adversely affect any outstanding benefit. Any Units
authorized under Section 2 (or any amendment thereof) with respect to which no
award is granted prior to termination of the Plan, or with respect to which an
award is terminated, forfeited or canceled after termination of the Plan, shall
automatically be transferred to any subsequent stock incentive plan or similar
plan for employees of Kanbay and its subsidiaries.
21. MEMBER RIGHTS
A holder of an Option shall have none of the rights of a Member with
respect to the Units subject to the Option until the transfer of such Units to
such holder has been duly recorded on the Unit transfer books of Kanbay upon the
exercise of the Option and such holder has executed an agreement to be bound by
the terms of the LLC Agreement. Upon such exercise and recording, the holder of
an Option shall be admitted as a Member of Kanbay for purposes of the LLC
Agreement.
22. UNFUNDED PLAN
Unless otherwise determined by the Committee, the Plan shall be unfunded
and shall not create (or be construed to create) a trust or a separate fund or
funds. The Plan shall not establish any fiduciary relationship between Kanbay
and any participant or other person. To the extent any person holds any rights
by virtue of an award granted under the Plan, such rights shall be no greater
than the rights of an unsecured general creditor of Kanbay.
23. EMPLOYMENT RIGHTS
The Plan does not constitute a contract of employment and participation in
the Plan will not give a participant the right to continue in the employ of
Kanbay or any of the subsidiaries on a full-time, part-time or any other basis.
Participation in the Plan will not give any participant
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any right or claim to any benefit under the Plan unless such right or claim has
specifically accrued under the terms of the Plan.
24. GOVERNING LAW
The validity, construction and effect of the Plan and any actions taken or
relating to the Plan shall be determined in accordance with the laws of the
State of Illinois and applicable federal law.
25. EFFECTIVE DATE
The Kanbay LLC 1998 Non-Qualified Unit Option Plan is hereby adopted by
Kanbay as of November 11, 1998.
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AMENDMENT TO
KANBAY LLC
1998 NON-QUALIFIED UNIT OPTION PLAN
(Relating to the Conversion of Kanbay LLC to a Corporation)
REFERENCE TO PLAN.
Reference is hereby made to that certain Kanbay LLC 1998 Non-Qualified Unit
Option Plan (as amended, the "Plan"). As used herein, the term "Plan" shall
refer to the Kanbay LLC 1998 Non-Qualified Unit Option Plan, as amended prior to
date hereof and by this Amendment. The terms used herein which are defined in
the Plan shall have the meanings provided for in the Plan, unless otherwise
defined herein. Except as expressly modified hereby, all of the terms and
provisions of the Plan shall continue in full force and effect, A copy of this
Amendment shall be attached to and made a part of the Plan.
BACKGROUND.
The Managers and Members of Kanbay LLC (the "Company") have approved the
conversion (the "Conversion") of the Company into a corporation to be named
Kanbay International, Inc. ("Kanbay International"). In order to preserve the
outstanding Options, the Plan is being modified to provide that, upon
consummation of the Conversion, all Options that were previously exercisable for
Common Units of the Company, will be instead exercisable for shares of Common
Stock of the Kanbay International. In addition, upon the consummation of the
Conversion, Kanbay International will assume all obligations under the Plan.
GLOBAL AMENDMENTS TO PLAN.
The Plan is hereby amended by deleting all references to limited liability
company-related attributes and replacing such references with their
corporate-related counterparts. Specifically, but not in limitation of the
preceding sentence, all references to:
"COMMON UNITS" shall be deemed to be references to "shares of Common
Stock" or "Common Stock" as the context may require;
"KANBAY LLC" shall be deemed to be references to "Kanbay
International, Inc.";
"KANBAY LLC 1998 NON-QUALIFIED UNIT OPTION PLAN" shall be deemed to be
references to the "Kanbay International 1998 Non-Qualified Option
Plan";
"LLC AGREEMENT" shall be deemed to be references to the "Stockholders'
Agreement";
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"MANAGERS" shall be deemed to be references to "Board of Directors" or
"Directors" as the context may require;
"MEMBERS" shall be deemed to be references to "Stockholders";
"OPTION UNITS" shall be deemed to be references to "Option Stock";
"PREFERRED UNITS" shall be deemed to be references to "shares of
Preferred Stock" or "Preferred Stock" as the context may require; and
"UNITS" shall be deemed to be references to "shares of Stock" or
"Stock" as the context may require.
and, in addition to the foregoing, all other definitions and references in each
Option granted under the Plan referring to limited liability company-related
attributes shall be deemed to be defined as or references to their
corporate-related counterparts.
AMENDMENT TO SECTION 1 OF THE PLAN.
The following definitions are hereby added to Section 1 of the Plan:
"Stockholders' Agreement" shall mean the Stockholders' Agreement by
and among Kanbay and its Stockholders.
AMENDMENT TO SECTION 21 OF THE PLAN.
Section 21 of the Plan is amended by deleting the last sentence of that
section.
EFFECTIVE DATE.
This Amendment to the Plan is hereby adopted by the Managers as of July 31, 2000
and shall become effective as of the consummation of the Conversion.
Kanbay LLC