{"id":39963,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/form-of-employment-agreement-accenture-group-and-diego-visconti.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-employment-agreement-accenture-group-and-diego-visconti","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/form-of-employment-agreement-accenture-group-and-diego-visconti.html","title":{"rendered":"Form of Employment Agreement &#8211; Accenture Group and Diego Visconti"},"content":{"rendered":"<pre>\nThe following Exhibit No. 10.6 constitutes a fair and accurate English\ntranslation of the original copy of this document.\n\n                                  \/s\/ Douglas G. Scrivner\n                                  ----------------------------------\n                                  Douglas G. Scrivner\n                                  General Counsel and Secretary of Accenture Ltd\n\nDear Mr. ______________,\n\n\nIn the framework and as a consequence of the process of reorganization of our\nGroup (Group means the company a subsidiary or holding company for the time\nbeing of the Company or an Affiliate of any of the foregoing from time to time),\nthe necessity to reconsider ex novo certain aspects of your employment\nrelationship in your position of manager of the Company has arisen.\n\nIt is our intention to specify herebelow said aspects which are to be considered\nin the framework also of the International scenario of our Group and of the\nrelevant provisions and initiatives, including the ones agreed on international\nlevel, to which you have participated and will continue to participate.\n\nThe following is to implement the abovementioned reorganization, it being\nprovided that, your position as shareholders of entities of the Group (with\nreference to the different forms used in the past and which will be used in the\nfuture) is and remain separate from your employment relationship as manager of\nthe Company.\n\nIt is agreed that:\n\nA)   you shall render your activity as an employee of our Company in the\nposition of industrial manager, without prejudice - to all legal and contractual\neffects - of your seniority in such position in the Company.\n\n      Your employment relationship is for an undetermined period of time and,\nfor those matters not expressly agreed upon in individual agreements,\n\n\n                                       1\n\n\n\nand provided that no other treatment applies, is ruled by the collective labour\nagreement for Italian industrial managers and is subject to Italian law.\n\n          Your duties in your position of Partner\/Manager shall not be modified,\nwithout prejudice to the Company's reorganization and variation rights.\n\n\n\n                                        *\n\n\nB)  As our Company is associated and makes reference to the economic enterprise\nof the Accenture Group, your activity may be utilized also in favour of\ncompanies similarly associated to such Group or which may be associated in the\nfuture to it, also by way of your appointment in corporate bodies, such possible\nappointment having been taken into account in determining your salary.\nTherefore, any possible compensation deriving from such appointments in\ncorporate bodies shall be repaid to the Company.\n\n                                       *\n\nC)  You shall render your services on an exclusive basis in favour of our\nCompany and of its above mentioned associated companies.\n\n     Without prejudice of the obligations which are peculiar to such employment\nrelationship, in addition to those specifically indicated in art. 2105 of Civil\nCode, you shall not carry out and\/or have, either directly or indirectly, even\nthrough third parties, any activity or interest, including shareholding\nparticipation or other business interests, contrary to the interest of our\nCompany and of its associated companies.\n\n\n                                       2\n\n\n\n                                        *\n\nD) The seat of your activity shall remain not varied, and namely\n_________________.\n\n          Your duties and functions entail in any case the possible necessity of\ntravelling, according to the Company's requirements, in Italy and abroad.\n\n                                        *\n\nE) You shall perform your activity without being bound to working time and you\nshall organize your activity in such a way as to ensure the effectiveness of\nyour direct responsibility as well as the regular enjoyment of daily and weekly\nrests.\n\n                                        *\n\nF) You shall keep strictly confidential all news and information you become\naware of for cause of your employment relationship, including all information\nrelating to subsidiaries, controlling and\/or associated companies, both in the\nframework of the current provisions concerning fiduciary duties, pursuant to\nart. 2105 of Civil Code, and confidentiality, pursuant to arts 622 and 623 of\nthe Criminal Code (as modified and integrated to safeguard confidentiality in\ndata processing as per law no. 547\/93), and as a consequence of specific\ncovenant. It is understood and agreed that all programs and industrial and\ncommercial procedures of the Company and its associated companies, information\nconcerning their business, methodological and technological procedures\n(including software and systems utilized by them),\n\n\n                                        3\n\n\n\ntraining methods and material, in whatever form (data processing, papers,\nmagnetic or others), as well as all subjective or objective news relating to the\nCompany's business and\/or its clients, even if procured by you, shall be\nincluded in this confidentiality obligation.\n\nYou further undertake that, at the end of your relationship, for whatever\nreason, you will deliver to the Company all documents concerning the activity\ncarried out during your employment relationship, as well as any other document\nof whatever nature, also informatics or magnetic, at your disposal, however\nconnected with the business of the Company and its associated companies, and\nthat you will not make and keep any copy therof and deliver back to the Company\nand its associated companies any asset owned by any of the foregoing.\n\n                                        *\n\nG)  You shall respect the Company's internal policies. Existing benefits and\npolicies shall remain in place including policies determined by Accenture Group\nas far as they are compatible with Italian laws, without any prejudice to the\nCompany's right to vary, substitute and\/or cancel them.\n\n                                        *\n\nH)  In consideration of your entire activity and of any obligation it is agreed\nthat, effective as of September 1, 2001, you will receive:\n\n         1)   a fixed annual gross salary equal to ITL __________. Such amount\n              shall be paid to you according to the items of the sal-\n\n                                       4\n\n\n\n\n         ary table for industrial managers and in thirteen monthly salaries; and\n\n     2)  an annual premium conditioned upon certain targets of the Accenture\n         Group being reached, such targets to be communicated to you separately\n         from time to time. For the first year (September 1, 2001 - August 31,\n         2001) this premium shall be equal to ITL ______________, being reached\n         the Group targets which shall be separately communicated; such premium\n         shall be paid to you at the end of each fiscal year (from _________ to\n         ________) and anticipated payments may be made on a quarterly basis,\n         subject to final adjustment.\n\nPossible additional premiums and incentives might be provided for at the Group\nlevel on the basis of your individual performance.\n\nStock Option plans shall be provided for and subject to regulatory approval and\nany participation in the plans will be subject to the terms and conditions as\namended from time to time by the Company.\n\nIt is agreed that, as a consequence of the agreement of the parties, until the\neffective date of the new salary starting from September 1, 2001, you shall\nreceive for the period from June 1, 2001 until August 31, 2001 the gross total\namount equal to ITL ______________ as consideration for all and any activity and\nobligation.\n\nThis amount shall be paid in three monthly instalments.\n\n                                       *\n\n                                       5\n\n\n\nI)  The level of the above salary has been determined taking into account the\ncontents and particular characteristics of the employment relationship. It is\npersonal and on a \"most profitable\" basis, every cumulative compensations being\nexpressly excluded.\n\n                                        *\n\nL)  You will have also the right to participate to the integrative pension Fund\nPrometheia, substituting the Previndai contractual fund.\n\n                                        *\n\nM)  Any inventions concerning products as well as technical means of production,\nprocess methods or techniques, even of software development you may develop\nduring the term of your employment relationship shall be included in the scope\nof your duties. All rights on such inventions and on their economical and\ncommercial exploitation shall be to the benefit of the Company, without\nprejudice to your right of being recognized as being the author of same.\n\nAll the above has been taken into account in the determination of your salary.\n\nYou undertake, in addition to and as an integration of your obligations\ndescribed under point F) above, not to disclose any data, and to maintain\nstrictly confidential all information concerning such inventions and processes\nand processing methods used by the Company.\n\n                                        *\n\n                                        6\n\n\n\nN)   Upon termination of the employment relationship due to withdrawal of any of\nthe parties, in whatever form and for any reason whatsoever, you shall not, for\na period of 18 months carry out, directly or indirectly, any entrepreneurial\nactivity, nor will you render your services as an employee, consultant, agent or\nin whatever other form, also by means of occasional or permanent shareholding,\nwith or without subordination and with or without payment of any consideration,\ntogether with or in favour of individuals, companies, enterprises, associations\nor, in general, any entity carrying out consulting, production and\/or commercial\nactivities in competition with the activity carried out by our Company and its\nassociated companies to which you shall have posted to render your activity or\nin favour of which you shall have carried out any duty; or companies carrying\nout activities which are auxiliary to the above mentioned activities by\norganization, consulting or advertising bodies. The following activities shall\nbe considered in competition: planning, production and realisation, start-up,\nmaintenance and management, of the core and application information computer\nsystems, in the framework of the layout structure of industrial, administrative,\ncommercial and operating processes in general, of human resources development\norganisation, strategies and information technology and consulting services, in\nfavour of companies of any kind, industrial, banking, insurance and financial\ngroups, private or public institutions.\n\nMoreover, data processing, accounting services and administration service\nmanagement, such as, by way of exemplification, , development, management and\nmaintenance, filing and storage of documents and data banks, in favour of third\nparties, including government institutions.\n\n                                       7\n\n\n\nOther support services as well as non financial lease of software, electronic\nand telecommunication equipment in addition to the supply information consulting\nservices.\n\nThe non competition obligations provided for herein, shall include the\nobligation not to solicit clients of the Company and of Accenture Group.\n\nSuch non competition obligations shall be limited to the following territories\nof the Italian Republic: Piemonte, Lombardia, Emilia Romagna, Veneto, Toscana,\nLazio, Campania and Sardegna.\n\nSuch non competition obligations shall be limited to the following Companies:\n\n_______________________________________________________________________________\n\n     In consideration of this non competition obligation you shall be paid a\ngross annual amount equal to 20% of your last annual salary as determined in\npreceding point H n. 1 and 2, to be referred to 18 months, and therefore equal\nto 30% of your last yearly salary. Such amount shall be paid, pro-rata, at the\nend of each six-month period of duration of this non competition covenant.\n\nIn order to allow control on the fulfilment of such obligation by you, you shall\nnotify to the Company, by registered mail, the kind of activity you are carrying\nout in the period of duration of this non competition obligation, as well as any\nmodification of same.\n\nIn case of any breach by you of this non competition covenant, you shall be\nbound to repay the relevant consideration and any portion thereof already\nreceived, and to pay, as a penalty, a sum equal to three times the entire amount\nof the consideration, without prejudice to any for further damages.\n\nOur Company shall be entitled to withdraw from this non-competition agreement at\nany time during the employment relationship.\n\n                                       8\n\n\n\n                                       *\n\nO)   You further expressly undertake, for a period of 18 months after the\ntermination, for whatever reason, of your employment relationship, not to\ncontact and solicit, directly or through third parties, and\/or on behalf of any\nthird parties, any employees of the Company or of its associated companies, to\nthe purpose of inducing them to breach their obligations deriving from their\nemployment, or to the purpose of inducing them to terminate their employment\nrelationships with the Company or companies associated to it.\n\n\n                                       *\n\nPlease return to us the attached copy of this letter signed by you for\nacceptance of same, and the specific acceptance of clauses (B) compensation, (C)\nno participation to third parties activities, (G) benefits and policies, (I)\nnature of the salary, (N-O) non competition covenant.\n\n                                       9\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6553],"corporate_contracts_industries":[9505],"corporate_contracts_types":[9539,9544],"class_list":["post-39963","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-accenture-ltd","corporate_contracts_industries-services__management","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39963","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39963"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39963"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39963"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39963"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}