Kanbay International Inc Sample Contracts

Kanbay International Inc – RATE SCHEDULE (November 9th, 2006)

This Rate Schedule establishes the rates applicable to the Services to be delivered by Consultant and/or Consultant Affiliates to HSBC and/or HSBC Group Members during the Term hereof.

Kanbay International Inc – KANBAY INTERNATIONAL SIGNS DEFINITIVE AGREEMENT TO BE ACQUIRED BY CAPGEMINI IN AN ALL CASH TRANSACTION COMPANY ALSO REPORTS STRONG THIRD QUARTER 2006 FINANCIAL RESULTS -In a separate release today, Capgemini and Kanbay International announced a definitive agreement whereby Capgemini will acquire Kanbay for $29 per share in cash, subject to Kanbay shareholder and regulatory approval -Kanbay reported third quarter consolidated revenue of $114.1 million, 8% sequential growth -Kanbay revenue, excluding Adjoined Consulting, grew 33% year-over-year - Consolidated earnings per share of $0.23 (October 26th, 2006)

ROSEMONT, Ill – October 26, 2006— Kanbay International, Inc. (NASDAQ:KBAY), a leading global management consulting, technology development, integration and outsourcing firm, today reported it signed a definitive agreement to be acquired by Capgemini for $29 per share in cash, subject to Kanbay shareholder and regulatory approval, and also reported financial results for its third quarter ended September 30, 2006.

Kanbay International Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG CAP GEMINI SA, CAPGEMINI FINANCIAL SERVICES, INC. AND KANBAY INTERNATIONAL, INC. Dated as of October 26, 2006 (October 26th, 2006)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 26, 2006, by and among Cap Gemini SA, a société anonyme organized under the laws of France (“Parent”), Capgemini Financial Services, Inc., a Delaware corporation and wholly owned (direct or indirect) subsidiary of Parent (“Merger Sub”), and Kanbay International, Inc., a Delaware corporation (the “Company”).

Kanbay International Inc – KANBAY INTERNATIONAL, INC. SEVERANCE AGREEMENT (October 2nd, 2006)

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 Robert A. Williams (“Executive”) as of September 26, 2006 (the “Effective Date”).

Kanbay International Inc – RATE SCHEDULE (September 22nd, 2006)

This Rate Schedule establishes the rates applicable to the Services to be delivered by Consultant and/or Consultant Affiliates to HSBC and/or HSBC Group Members during the Term hereof.

Kanbay International Inc – HSBC HOLDINGS plc AND KANBAY EUROPE LTD. APRIL 2005 CONSULTANCY SERVICES GLOBAL SUPPLY AGREEMENT (September 22nd, 2006)
Kanbay International Inc – KANBAY INTERNATIONAL, INC. SEVERANCE AGREEMENT (August 9th, 2006)

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”).

Kanbay International Inc – KANBAY INTERNATIONAL, INC. SEVERANCE AGREEMENT (August 9th, 2006)

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 Aparna U. Katre (“Executive”) as of August 7, 2006 (the “Effective Date”).

Kanbay International Inc – AMENDMENT No. 1 TO AGREEMENT and PLAN OF MERGER (July 11th, 2006)

This AMENDMENT No. 1 dated as of May 26 , 2006 (“Amendment”) is by and among: (i) Adjoined Consulting LLC, a Delaware limited liability company (successor by merger to Adjoined Consulting, Inc.) (the “Parent”); (ii) Gazelle Acquisition Inc., a Delaware corporation (“Merger Sub”); (iii) GZC Group, LLC, a Georgia limited liability company (“GZC LLC”); (iv) Joe Moye, Steve Bowles, The Lanier Corporation, Robb Jenkins, Jacque Jenkins, Cheri Bowles, Sam Boyd, Charlie Simpson, Brookside Management, L.W. Cummings, David Burre, and Frontier Fund I, L.P. (each, a “Member” and, collectively, the “Members”); and (v) with respect to Sections 1.02(a)b., 1.02(b) and 2 only, Kanbay International, Inc. (“Kanbay”), to the Agreement and Plan of Merger (the “Agreement”) effective as of September 1, 2005, by and among Adjoined Consulting, Inc., Merger Sub, Gazelle Consulting, Inc., a Georgia corporation (“Company”), GZC LLC and the Members.

Kanbay International Inc – KANBAY INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN (June 23rd, 2006)
Kanbay International Inc – Unaudited pro forma combined statement of income of Kanbay International, Inc. for the year ended December 31, 2005. (May 25th, 2006)

The following unaudited pro forma combined statement of income of Kanbay International, Inc. (“Kanbay” or the “Company”) has been prepared to give effect to the Company’s acquisition of Adjoined Consulting, Inc. (“Adjoined”) assuming the acquisition had occurred on January 1, 2005.

Kanbay International Inc – Page (May 25th, 2006)

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in stockholders’ deficit and of cash flows present fairly, in all material respects, the financial position of Adjoined Consulting, Inc. at December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit include

Kanbay International Inc – FIRST AMENDMENT (May 3rd, 2006)

THIS FIRST AMENDMENT dated as of April 27, 2006 (this “Amendment”) amends the Credit Agreement dated as of March 9, 2006 (the “Credit Agreement”) among Kanbay International, Inc. (the “Company”), various financial institutions (collectively, the “Lenders”) and LaSalle Bank National Association (“LaSalle”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.

Kanbay International Inc – KANBAY INTERNATIONAL, INC. SEVERANCE AGREEMENT (April 7th, 2006)

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 Rodney J. Rogers (“Executive”) as of April 5, 2006 (the “Effective Date”).

Kanbay International Inc – KANBAY INTERNATIONAL, INC. SEVERANCE AGREEMENT (March 20th, 2006)

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 Kenneth Coppins (“Executive”) as of November 10, 2005 (the “Effective Date”).

Kanbay International Inc – KANBAY INTERNATIONAL, INC. 2006 GLOBAL LEADERSHIP BONUS PLAN (March 20th, 2006)

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.

Kanbay International Inc – KANBAY INTERNATIONAL, INC. SEVERANCE AGREEMENT (March 20th, 2006)

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 Larry Gordon (“Executive”) as of November 10, 2005 (the “Effective Date”).

Kanbay International Inc – ADJOINED CONSULTING LLC INCENTIVE COMPENSATION PLAN (March 20th, 2006)

Kanbay International, Inc. (“Kanbay”) has adopted the Adjoined Consulting LLC Incentive Compensation Plan (the “Plan”) to provide for the payment of performance bonuses to certain executives and management employees of Adjoined Consulting LLC (the “Company”) and other Affiliates in consideration of their efforts during the 2006, 2007 and 2008 fiscal years of Kanbay. The purpose of the Plan is to align the goals of those Executives participating in the Plan with the business goals and objectives of Kanbay and 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.

Kanbay International Inc – KANBAY INTERNATIONAL, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (March 16th, 2006)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”), effective as of the Date of Grant set forth above, is entered into by and between Kanbay International, Inc., a Delaware corporation (the “Company”) and the Participant set forth above.

Kanbay International Inc – KANBAY INTERNATIONAL, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (March 16th, 2006)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”), effective as of the Date of Grant set forth above, is entered into by and between Kanbay International, Inc., a Delaware corporation (the “Company”) and the Participant set forth above.

Kanbay International Inc – KANBAY INTERNATIONAL, INC. RESTRICTED STOCK AWARD AGREEMENT (March 16th, 2006)

THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”), effective as of the Date of Grant set forth above, is entered into by and between Kanbay International, Inc., a Delaware corporation (the “Company”) and the Participant set forth above.

Kanbay International Inc – KANBAY INTERNATIONAL, INC. REGISTRATION RIGHTS AGREEMENT AND CONSENT (March 15th, 2006)

THIS REGISTRATION RIGHTS AGREEMENT AND CONSENT (this “Agreement”), dated as of March 9, 2006 is between Kanbay International, Inc., a Delaware corporation (the “Company”), and the investors listed in Annex I hereto (the “Investors”).

Kanbay International Inc – Escrow Agreement (March 15th, 2006)

This Escrow Agreement (the “Agreement”) is entered into as of March 9, 2006, by and among Kanbay International, Inc., a Delaware corporation (the “Parent”), American Stock Transfer & Trust Company (the “Escrow Agent”), and Matthew Newton (the “Owners’ Representative”).

Kanbay International Inc – CREDIT AGREEMENT dated as of March 9, 2006 among KANBAY INTERNATIONAL, INC., VARIOUS FINANCIAL INSTITUTIONS and LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent LASALLE BANK NATIONAL ASSOCIATION, Sole Arranger and Sole Book Runner (March 15th, 2006)

THIS CREDIT AGREEMENT dated as of March 9, 2006 (this “Agreement”) is entered into among KANBAY INTERNATIONAL, INC., a Delaware corporation (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as administrative agent for the Lenders.

Kanbay International Inc – FIRST AMENDMENT TO MERGER AGREEMENT (March 15th, 2006)

This First Amendment to Merger Agreement (this “Amendment”) is made and entered into as of the 9th day of March 2006, by and among (i) Kanbay International, Inc., a Delaware corporation (“Parent”), (ii) Kanbay Consulting, LLC, a Delaware limited liability company (“Kanbay Consulting”), (iii) Adjoined Consulting, Inc., a Delaware corporation (“Adjoined”), and (iv) the Owners’ Representative.

Kanbay International Inc – GUARANTY AND COLLATERAL AGREEMENT dated as of March 9, 2006 among KANBAY INTERNATIONAL, INC. and VARIOUS OTHER PARTIES, (March 15th, 2006)

THIS GUARANTY AND COLLATERAL AGREEMENT dated as of March 9, 2006 (this “Agreement”) is entered into among KANBAY INTERNATIONAL, INC. (the “Company”) and each other Person signatory hereto as a Grantor (together with any other Person that becomes a party hereto as provided herein, the “Grantors”) in favor of LASALLE BANK NATIONAL ASSOCIATION, as the Administrative Agent for all the Lenders party to the Credit Agreement (as hereafter defined).

Kanbay International Inc – KANBAY INTERNATIONAL ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE ADJOINED CONSULTING AND REPORTS STRONG EARNINGS Will Create a Tier-One Provider of Global IT Services Reports Strong Fourth Quarter And Full Year 2005 Results (February 14th, 2006)

ROSEMONT, Ill – February 13, 2006— Kanbay (NASDAQ:KBAY), a global IT services firm focused on the financial services industry, today reported strong financial results for its fourth quarter and full year ended December 31, 2005 and announced it has signed a definitive agreement to acquire Adjoined Consulting, Inc.

Kanbay International Inc – KANBAY INTERNATIONAL ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE ADJOINED CONSULTING Transaction Represents a Fundamental Transformation in the Professional Services Industry (February 14th, 2006)

ROSEMONT, Ill – February 14, 2006— Kanbay International, Inc. (NASDAQ: KBAY), a global IT services firm focused on the financial services industry, yesterday announced that it entered into an agreement to acquire privately-held Adjoined Consulting, Inc. (“Adjoined”), one of the fastest growing IT services firms in the United States. The purchase price of approximately $165 million includes the exchange of all outstanding stock of Adjoined for approximately $95.7 million in cash and approximately $69.3 million in Kanbay common stock.  The transaction will enhance Kanbay’s competitive position and solidify its position as a tier-one provider of IT services in the global marketplace.

Kanbay International Inc – MERGER AGREEMENT (February 14th, 2006)

This MERGER AGREEMENT (this “Agreement”) is made and entered into as of the 13th day of February, 2006, by and among (i) Kanbay International, Inc., a Delaware corporation (“Parent”), (ii) Kanbay Consulting, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), (iii) Adjoined Consulting, Inc., a Delaware corporation (“Adjoined”), and (iv) each of the stockholders of Adjoined listed on the signature pages hereto (each individually an “Owner” and collectively the “Owners”).

Kanbay International Inc – Link to searchable text of slide shown above (February 14th, 2006)

This presentation contains statements relating to projections or future results. These statements are forward-looking statements under the federal securities laws. We can give no assurance that any projections or future results discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. These statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this release. For a discussion of important factors that could affect our actual results, please refer to our SEC filings, including the “Risk Factors” disclosure in our Form 10-K for the year ended December 31, 2004.

Kanbay International Inc – Investors: Atul Phull Kanbay International (October 27th, 2005)
Kanbay International Inc – HSBC HOLDINGS plc AND KANBAY EUROPE LTD. APRIL 2005 CONSULTANCY SERVICES GLOBAL SUPPLY AGREEMENT (August 12th, 2005)
Kanbay International Inc – RATE SCHEDULE (August 12th, 2005)

This Rate Schedule establishes the rates applicable to the Services to be delivered by Consultant and/or Consultant Affiliates to HSBC and/or HSBC Group Members during the Term hereof.

Kanbay International Inc – Investors: Atul Phull Kanbay International (August 3rd, 2005)
Kanbay International Inc – KANBAY INTERNATIONAL, INC. 2005 GLOBAL LEADERSHIP BONUS PLAN (May 13th, 2005)

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.