{"id":40051,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/key-executives-performance-based-rsu-award-accenture.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"key-executives-performance-based-rsu-award-accenture","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/key-executives-performance-based-rsu-award-accenture.html","title":{"rendered":"Key Executives Performance-Based RSU Award – Accenture"},"content":{"rendered":"

ACCENTURE PLC <\/strong><\/p>\n

2010 SHARE INCENTIVE PLAN <\/strong><\/p>\n

RESTRICTED SHARE UNIT AGREEMENT <\/strong><\/p>\n

(Key Executive Performance-Based Award)<\/p>\n

Accenture plc, a company incorporated under the laws of Ireland, (the
\n“Company”), hereby grants, as of [ <\/u> <\/u>date <\/u>], to [
\n<\/u> <\/u>Name <\/u>] (the “Participant”), a total number of [
\n<\/u>number <\/u>] Restricted Share Units (“RSUs”), on the terms and conditions
\nset forth herein. This grant is made pursuant to the terms of the Accenture plc
\n2010 Share Incentive Plan (the “Plan”), which Plan, as amended from time to
\ntime, is incorporated herein by reference and made a part of this Restricted
\nShare Unit Agreement (this “Agreement”).<\/p>\n

Capitalized terms not otherwise defined in this Agreement shall have the same
\nmeaning ascribed to them in the Plan. The terms and conditions of the RSUs
\ngranted hereunder, to the extent not controlled by the terms and conditions
\ncontained in the Plan, are as follows:<\/p>\n

1. Performance-Based Vesting.<\/p>\n

(a) Performance Period. The RSUs shall vest, if at all, based upon the
\nattainment of specific pre-established financial performance objectives (the
\n“Performance Objectives”) by the Company for the period commencing on [
\n<\/u>date <\/u>], and ending on [ <\/u>date + [3 years] <\/u>], (the
\n“Performance Period”), as set forth in this Section 1.<\/p>\n

(b) Service Relationship. Except as provided in Section 2(a), RSUs that are
\nunvested as of the termination of the Participant153s full-time employment status
\nwith the Company or any of its Subsidiaries (collectively, the “Constituent
\nCompanies”) shall be immediately forfeited as of such termination and the
\nCompany shall have no further obligations with respect thereto. Such employment
\nstatus shall hereinafter be referred to in this Agreement as “Qualified Status.”\n<\/p>\n

(c) Total Shareholder Return.<\/p>\n

(i) Up to twenty-five percent (25%) of the RSUs granted to the Participant
\npursuant to this Agreement shall vest, if at all, based upon the Total
\nShareholder Return for the Company, as compared to the Comparison Companies, for
\nthe Performance Period in the manner set forth on Exhibit 1-A hereto.<\/p>\n

(ii) For purposes of this Agreement, Total Shareholder Return with respect to
\nthe Company and each of the Comparison Companies shall mean the quotient of (A)
\nthe Fair Market Value of the stock of the particular company or index on[
\n<\/u>end date <\/u>], divided by (B) the Fair Market Value of the stock of such
\ncompany or index on [ <\/u>start date <\/u>]. For purposes of calculating a
\ncompany153s Total Shareholder Return, the Fair Market Value of the stock of any
\ncompany on [ <\/u>end date <\/u>] shall be adjusted to reflect any and all
\ncash, stock or in-kind dividends paid on the stock of such company during the
\nPerformance Period as follows: the Fair Market Value of the stock of the company
\non [ <\/u>end date <\/u>] shall be multiplied by the sum of (Y) one (1) plus
\n(Z) the number of whole and fractional shares of the stock of the company that
\n(i) were actually received in respect of one share (or such greater number of
\nshares that are deemed to have been held at such time pursuant to this clause
\n(c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming
\neach cash dividend paid on the stock (or fair market value of any in-kind
\ndividend, as determined by the Committee) of the company during the Performance
\nPeriod was used to purchase additional whole and\/or fractional shares of stock
\nof the company on the record date of such dividend based on the fair market
\nvalue of the stock of the company (as determined by the Committee), or with
\nrespect to the Company, the Fair Market Value of a Share, on the record date of
\nsuch dividend.<\/p>\n

(iii) If at any time prior to the completion of the Performance Period, a
\nComparison Company ceases to be a publicly-traded company, merges or
\nconsolidates with another company, is acquired or disposes of a significant
\nportion of its businesses as they exist on the date of this Agreement or
\nexperiences any other extraordinary event as determined by the Committee in its
\nsole discretion, the Committee, in its sole discretion, may remove such
\nComparison Company or ratably adjust the calculation of the Total Shareholder
\nReturn with respect to such Comparison Company.<\/p>\n

\n

(iv) For purposes of this Agreement: (i) “Comparison Companies” shall mean
\nAutomated Data Processing (ADP), Cap Gemini S.A., Cisco Systems, Inc. (CSCO),
\nComputer Sciences Corporation (CSC), EMC Corporation (EMC), Hewitt Associates,
\nInc. (HEW), Hewlett-Packard Company (HPQ), International Business Machines
\nCorporation (IBM), Lockheed Martin Corporation (LMT), Microsoft Corporation
\n(MSFT), Oracle Corporation (ORCL), SAIC Inc (SAI), Sapient Corporation (SAPE),
\nXerox Corp. (XRX)and the S&P 500 Index (SPX); and (ii) the “Fair Market
\nValue” of (A) a share of stock of a company on a given date shall mean the
\naverage of the high and low trading price of the stock of the company, as
\nreported on the principal exchange on which the stock of such company is traded
\n(or, if the stock is not traded on an exchange but is quoted on Nasdaq or a
\nsuccessor quotation system, the average of the mean between the closing
\nrepresentative bid and asked prices for the stock) and (B) for the S&P 500
\nIndex on a given date shall mean the average of the high and low values for such
\nindex as reported in the Wall Street Journal (or, if the S&P 500 Index is
\nnot reported in the Wall Street Journal, in such other reliable source as the
\nCompany may determine), in each case for the ten (10) consecutive trading days
\nimmediately preceding such date.<\/p>\n

(d) Operating Income Growth Rate. Up to 75% of the RSUs granted to the
\nParticipant pursuant to this Agreement shall vest, if at all, based upon the
\nachievement of Operating Income targets by the Company for the Performance
\nPeriod, as set forth on Exhibit 1-B hereto. For purposes of this Agreement:<\/p>\n

“Target Cumulative Operating Income” shall mean the aggregate of the
\n“Operating Income Plan,” as approved by the Committee, for each of the Company153s
\n[ <\/u>number <\/u>] fiscal years during the Performance Period. Within a
\nreasonable period following the availability of all relevant data (as determined
\nby the Committee in its sole discretion), the Committee will approve the
\nCompany153s operating income plan for each applicable fiscal year during the
\nPerformance Period (each an “Operating Income Plan”).<\/p>\n

“Actual Cumulative Operating Income” shall mean the aggregate of the
\nCompany153s actual operating income for the Company153s [ <\/u>number <\/u>]
\nfiscal years during the Performance Period, as determined from the Company153s
\nfinal, audited financial statements for such fiscal years.<\/p>\n

In the event that, as determined in the sole discretion of the Committee and
\ndue to a required change in generally accepted accounting practices, a change in
\nthe accounting methods of the Company or an extraordinary and material event in
\nthe Company153s business (each of the foregoing events being referred to herein as
\na “Material Event”), Actual Cumulative Operating Income determined after the
\noccurrence of a Material Event would be materially different as a result of the
\noccurrence thereof, the Committee may instruct the Company to determine Actual
\nCumulative Operating Income for such period, solely for purposes of this
\nAgreement, as if the Material Event had not happened or was not effective. Such
\ninstruction may be limited to apply to fiscal periods in which the applicable
\nOperating Income Plan did not account for the occurrence of the Material Event.\n<\/p>\n

(e) Certification. No RSUs granted to the Participant hereunder shall vest in
\naccordance with Sections 1(c) or (d) unless and until the Committee makes a
\ncertification in writing with respect to the achievement of the Performance
\nObjectives for the Performance Period. Following the end of the Performance
\nPeriod, the Committee shall review and determine whether the Performance
\nObjectives have been met within a reasonable period following the availability
\nof all data necessary to determine whether the Performance Objectives have been
\nachieved, and not later than [ <\/u>date <\/u>] shall certify such finding
\nto the Company and to the Participant.<\/p>\n

2. Termination of Employment.<\/p>\n

(a) Termination as a result of death, Disability, or Involuntary Termination;
\nSpecified Age Attainment. Notwithstanding anything in Section 1 to the contrary,
\nthe RSUs granted hereunder shall vest upon the termination of the Participant153s
\nQualified Status as a result of death, Disability, Involuntary Termination or
\nif, at the end of the Performance Period, Participant153s Qualified Status has
\nterminated and Participant has attained a certain age, all as follows:<\/p>\n

(i) Termination as a result of death or Disability. In the event the
\nParticipant153s Qualified Status is terminated during the Performance Period or
\nprior to the Vesting Date as a result of death or Disability, the RSUs granted
\nto the Participant hereunder shall remain outstanding throughout the Performance
\nPeriod and until the Vesting Date and shall vest, if at all, on the Vesting Date
\nin accordance with Sections 1(c) or (d).<\/p>\n

(ii) Involuntary Termination. In the event the Participant153s Qualified Status
\nis terminated during the Performance Period or prior to the Vesting Date due to
\nan Involuntary Termination, the RSUs granted to the Participant hereunder shall
\nremain outstanding throughout the Performance Period and until the Vesting Date.
\nOn the Vesting Date, the Participant shall vest in the number of RSUs granted
\nhereunder equal to the product of (i) the aggregate number of RSUs that would
\notherwise vest on the Vesting Date in<\/p>\n<\/p>\n

2<\/p>\n

\n

accordance with Sections 1(c) or (d), multiplied by (ii) a fraction, the
\nnumerator of which is the whole number of months that have elapsed from the
\ncommencement of the Performance Period through the effective date of the
\nParticipant153s Involuntary Termination or the last day of the Performance Period
\n(whichever is earlier) and the denominator of which is [ <\/u>number of months
\nin Performance Period <\/u>].<\/p>\n

(iii) Specified Age Attainment. In the event the Participant153s Qualified
\nStatus is terminated during the Performance Period or prior to the Vesting Date
\nand (i) the Participant has reached the age of 56 prior to the commencement of
\nor during the Performance Period and (ii) has had at least 10 years of
\ncontinuous service to the Company, the RSUs granted to the Participant hereunder
\nshall remain outstanding throughout the Performance Period and until the Vesting
\nDate. On the Vesting Date, the Participant shall vest in the number of RSUs
\ngranted hereunder equal to the product of (i) the aggregate number of RSUs that
\nwould otherwise vest upon the Vesting Date in accordance with Sections 1(c) or
\n(d), multiplied by (ii) a fraction, the numerator of which is the whole number
\nof months that have elapsed from the commencement of the Performance Period
\nthrough the effective date of the termination of the Participant153s Qualified
\nStatus or the last day of the Performance Period (whichever is earlier) and the
\ndenominator of which is [ <\/u>number of months in Performance Period
\n<\/u>].<\/p>\n

(b) Termination for reasons other than death, Disability, Involuntary
\nTermination or Specified Age Attainment. In the event the Participant153s
\nQualified Status is terminated during the Performance Period or prior to the
\nVesting Date for any reason other than death, Disability, Involuntary
\nTermination, except as set forth in Section 2(a)(iii) above, the RSUs granted
\nhereunder shall be immediately forfeited as of such termination and the Company
\nshall have no further obligation with respect thereto.<\/p>\n

(c) Definitions. For purposes of this Agreement, the following terms shall
\nhave the meaning specified below:<\/p>\n

(i) “Cause” shall mean “cause” as defined in any employment or consultancy
\nagreement (or similar agreement) or in any letter of appointment then in effect
\nbetween the Participant and the Company or any Affiliate or if not defined
\ntherein (it being the intent that the definition of “Cause” shall include, at a
\nminimum, the acts set forth below), or if there shall be no such agreement, to
\nthe extent legally permissible, (a) the Participant153s embezzlement,
\nmisappropriation of corporate funds, or other material acts of dishonesty, (b)
\nthe Participant153s commission or conviction of any felony, or of any misdemeanor
\ninvolving moral turpitude, or entry of a plea of guilty or nolo contendere to
\nany felony or misdemeanor, (c) engagement in any activity that the Participant
\nknows or should know could harm the business or reputation of the Company or an
\nAffiliate, (d) the Participant153s material failure to adhere to the Company153s or
\nan Affiliate153s corporate codes, policies or procedures as in effect from time to
\ntime, (e) the Participant153s continued failure to meet minimum performance
\nstandards as determined by the Company or an Affiliate, (f) the Participant153s
\nviolation of any statutory, contractual, or common law duty or obligation to the
\nCompany or an Affiliate, including, without limitation, the duty of loyalty, or
\n(g) the Participant153s material breach of any confidentiality or non-competition
\ncovenant entered into between the Participant and the Company or an Affiliate,
\nincluding, without limitation, the covenants contained in this Agreement. The
\ndetermination of the existence of Cause shall be made by the Company in good
\nfaith, which determination shall be conclusive for purposes of this Agreement.\n<\/p>\n

(ii) Unless Section 22 applies, “Disability” shall mean “disability” (A) as
\ndefined in any employment or consultancy agreement (or similar agreement) or in
\nany letter of appointment then in effect between the Participant and the Company
\nor any Affiliate or (B) if not defined therein, or if there shall be no such
\nagreement, as defined in the long-term disability plan maintained by the
\nConstituent Company by which the Participant is employed or for which the
\nParticipant serves as a consultant or by appointment, as in effect from time to
\ntime, or (C) if there shall be no plan, the inability of the Participant to
\nperform in all material respects his or her duties and responsibilities to the
\nConstituent Companies for a period of six (6) consecutive months or for an
\naggregate period of nine (9) months in any twenty-four (24) consecutive month
\nperiod by reason of a physical or mental incapacity.<\/p>\n

(iii) “Involuntary Termination” shall mean termination of Qualified Status,
\nas applicable, with the Constituent Companies (other than for Cause) which is
\nnot voluntary and which is acknowledged as being “involuntary” in writing by an
\nauthorized officer of the Company.<\/p>\n

(iv) “Vesting Date” shall mean the date the Committee certifies the
\nachievement of the Performance Objectives pursuant to paragraph 1(e) above.<\/p>\n

3. Form and Timing of Issuance or Transfer.<\/p>\n<\/p>\n

3<\/p>\n

\n

(a) Vested RSUs. Distribution of RSUs shall be made hereunder only in respect
\nof vested RSUs, and shall be made in Shares on a one-for-one basis; provided,
\nhowever, that in lieu of Shares, fractional vested RSUs shall be distributed to
\nthe Participant in cash based upon the Fair Market Value of a Share at the time
\nof distribution.<\/p>\n

(b) Distribution Date. Vested RSUs, if any, shall be distributed to the
\nParticipant in the manner set forth in Section 3(a) on the date the Committee
\nmakes a certification in writing with respect to the achievement of the
\nPerformance Objectives for the Performance Period as provided in Section 1(e).\n<\/p>\n

4. Dividends. If on any date while RSUs are outstanding hereunder the Company
\nshall pay any dividend on the Shares (other than a dividend payable in Shares),
\nthe number of RSUs granted to the Participant shall, as of such dividend payment
\ndate, be increased by a number of RSUs equal to: (a) the product of (i) the
\nnumber of RSUs held by the Participant as of the related dividend record date,
\nmultiplied by (ii) the per Share amount of any cash dividend (or, in the case of
\nany dividend payable in whole or in part other than in cash, the per Share value
\nof such dividend, as determined in good faith by the Committee), divided by (b)
\nthe Fair Market Value of a Share on the payment date of such dividend. In the
\ncase of any dividend declared on Shares that is payable in the form of Shares,
\nthe number of RSUs granted to the Participant shall be increased by a number
\nequal to the product of (x) the aggregate number of RSUs held by the Participant
\nthrough the related dividend record date, multiplied by (y) the number of Shares
\n(including any fraction thereof) payable as a dividend on a Share. Any
\nadditional RSUs granted to the Participant pursuant to this Section 4 during the
\nPerformance Period or prior to the Vesting Date shall also be subject to the
\nvesting requirements of Sections 1(c) and (d).<\/p>\n

5. Adjustments Upon Certain Events.<\/p>\n

(a) The grant of the RSUs shall not in any way affect the right or power of
\nthe Company to make adjustments, reclassification, or changes in its capital or
\nbusiness structure, or to merge, consolidate, dissolve, liquidate, sell or
\ntransfer all or any part of its business or assets.<\/p>\n

(b) In the event of any dividend or other distribution other than a cash
\ndividend (whether in the form of Shares, other securities or other property),
\nrecapitalization, reclassification, stock split, reverse stock split,
\nreorganization, merger, consolidation, split-up, spin-off, combination,
\nrepurchase, liquidation, dissolution, or sale, transfer, exchange or other
\ndisposition of all or substantially all of the assets of the Company, or
\nexchange of Shares or other securities of the Company, issuance of warrants or
\nother rights to purchase Shares or other securities of the Company, or other
\nsimilar corporate transaction or event (collectively, an “Adjustment Event”),
\nthe Committee may, in its sole discretion, (i) adjust the Shares or RSUs subject
\nto this Agreement and (ii) adjust the methodology for calculating Total
\nShareholder Return and Operating Income in accordance with Sections 1(c) and (d)
\nto reflect such Adjustment Event.<\/p>\n

6. Compliance, Cancellation and Rescission of Shares.<\/p>\n

(a) Upon any transfer or issuance of Shares underlying RSUs, the Participant
\nshall certify in a manner acceptable to the Company that the Participant is in
\ncompliance with the terms and conditions of this Agreement and the Plan.<\/p>\n

(b) In the following circumstances, the Participant shall, to the extent
\nlegally permitted, transfer to the Company the Shares that have been issued or
\ntransferred under this Agreement (without regard to whether the Participant
\ncontinues to own or control such previously delivered Shares) and the
\nParticipant shall bear all costs of issuance or transfer, including any transfer
\ntaxes that may be payable in connection with any transfer:<\/p>\n

(i) the Participant153s Qualified Status with the Constituent Companies is
\nterminated for Cause, or<\/p>\n

(ii) the Participant engages in any of the Restricted Activities defined in
\nsubsection (c) below.<\/p>\n

(c) The Participant agrees that, in consideration of the
\nvalue of and as a condition of receiving and maintaining the RSUs granted to the
\nParticipant under this Agreement, the Participant shall not, for a period of
\ntwelve months following the termination of the Participant153s Qualified Status
\nwith the Constituent Companies engage in any Restricted Activities, which for
\nthe purposes of this Agreement include the following:<\/p>\n

(i) associate (including, but not limited to, association as
\na sole proprietor, owner, employer, partner, principal, investor, joint
\nventurer, shareholder, associate, employee, member, consultant, contractor or
\notherwise) with any Competitive Enterprise or any of the affiliates, related
\nentities, successors, or assigns of any Competitive Enterprise; provided,
\nhowever, that with respect to the equity<\/p>\n<\/p>\n

4<\/p>\n

\n

of any Competitive Enterprise which is or becomes publicly
\ntraded, the Participant153s ownership as a passive investor of less than 1% of the
\noutstanding publicly traded stock of a Competitive Enterprise shall not be
\ndeemed a violation of this Section 6(c)(i);<\/p>\n

(ii) directly or indirectly (A) solicit, or assist any other
\nindividual, person, firm or other entity in soliciting, any Client or
\nProspective Client for the purpose of performing or providing any Consulting
\nServices; (B) perform or provide, or assist any other individual, person, firm
\nor other entity in performing or providing, Consulting Services for any Client
\nor Prospective Client; (C) interfere with or damage (or attempt to interfere
\nwith or damage) any relationship and\/or agreement between the Company or any
\nAffiliates and a Client or Prospective Client; or<\/p>\n

(iii) directly or indirectly, solicit, employ or retain, or
\nassist any other individual, person, firm or other entity in soliciting,
\nemploying or retaining, any employee or other agent of the Company or an
\nAffiliate, including, without limitation, any former employee or other agent of
\nthe Company, its Affiliates and\/or their predecessors who ceased working for the
\nCompany, its Affiliates and\/or their predecessors within an eighteen-month
\nperiod before or after the date on which the Participant153s Qualified Status with
\nthe Constituent Companies terminated.<\/p>\n

(d) For purposes of this Agreement:<\/p>\n

(i) “Client” shall mean any person, firm, corporation or
\nother organization whatsoever for whom the Company, its Affiliates and\/or their
\npredecessors provided services within a twelve-month period before the date on
\nwhich the Participant153s employment with the Constituent Companies terminated, or
\nabout which the Participant learned confidential information within the twelve
\nmonths prior to the date on which the Participant153s Qualified Status with the
\nConstituent Companies terminated.<\/p>\n

(ii) “Competitive Enterprise” shall mean a business
\nenterprise that engages in, or owns or controls a significant interest in any
\nentity that engages in, the performance of services of the type provided by the
\nCompany, its Affiliates and\/or their predecessors. “Competitive Enterprise”
\nshall include, but not be limited to, the entities set forth on the list
\nmaintained by the Company on the myHoldings website, which list may be updated
\nby the Company from time to time.<\/p>\n

(iii) “Consulting Services” shall mean the performance of any
\nservices of the type provided by the Company, its Affiliates and\/or their
\npredecessors at any time, past, present or future.<\/p>\n

(iv) “Prospective Client” shall mean any person, firm,
\ncorporation, or other organization whatsoever with whom the Company, its
\nAffiliates and\/or their predecessors had any negotiations or discussions
\nregarding the possible performance of services by the Company or any of its
\nAffiliates or any of their predecessors within the twelve months prior to the
\ndate of the termination of the Participant153s Qualified Status with the
\nConstituent Companies.<\/p>\n

(v) “solicit” shall mean to have any direct or indirect
\ncommunication of any kind whatsoever, regardless of by whom initiated, inviting,
\nadvising, encouraging or requesting any person or entity, in any manner, to take
\nor refrain from taking any action.<\/p>\n

(e) If, during the twelve-month period following the
\ntermination of the Participant153s employment with the Constituent Companies, the
\nParticipant is presented with an opportunity that might involve participation in
\nany Restricted Activity under 6(c)(i) above, Participant shall notify the
\nCompany in writing of the nature of the opportunity (the “Conflicting
\nActivity”). Following receipt of sufficient information concerning the
\nConflicting Activity, the Company will advise Participant in writing whether the
\nCompany considers the Participant153s RSUs to be subject to be subject to Section
\n6(b)(ii) above. The Company retains sole discretion to determine whether
\nParticipant153s RSUs are subject to Section 6(b)(ii) and to alter its
\ndetermination should additional or different facts become known to the Company.\n<\/p>\n

7. No Acquired Rights. By participating in the Plan, and
\naccepting the grant of RSUs under this Agreement, the Participant agrees and
\nacknowledges that:<\/p>\n

(a) the Plan is discretionary in nature and that the Company
\ncan amend, cancel or terminate the Plan at any time;<\/p>\n

(b) the grant of the RSU under the Plan is voluntary and
\noccasional, and does not create any contractual or other right to receive future
\ngrants of any RSUs or benefits in lieu of any RSUs, even if RSUs have been
\ngranted repeatedly in the past;<\/p>\n

(c) the value of the RSUs is an extraordinary item of
\ncompensation, which is outside the scope of the Participant153s Qualified Status
\ncontract, if any;<\/p>\n<\/p>\n

5<\/p>\n

\n

(d) the RSUs are not part of normal or expected compensation
\nor salary for any purpose, including, but not limited to, calculating any
\ntermination, severance, resignation, redundancy, end of service payments,
\nbonuses, long-service awards, pension or retirement benefits or similar
\npayments;<\/p>\n

(e) the future value of the shares subject to the RSUs is
\nunknown and cannot be predicted with any certainty;<\/p>\n

(f) the Participant shall not make any claim or have any
\nentitlement to compensation or damages in connection with the termination of the
\nRSUs or diminution in value of the RSUs under the Plan, and Participant hereby
\nirrevocably releases the Company and all of its Affiliates from any such claim
\nor entitlement; and<\/p>\n

(g) the Participant153s participation in the Plan shall not
\ncreate a right to employment or further employment with or to provide services
\nas a director, consultant or advisor to the Company or any of its Affiliates,
\nand shall not interfere with or limit the ability of the Company to terminate
\nthe Participant153s employment relationship or other services at any time, with or
\nwithout cause.<\/p>\n

(h) no terms of any contract of employment or consultancy (or
\nsimilar agreement) of the Participant shall be affected in any way by the Plan,
\nthis Agreement or related instruments, except as otherwise expressly provided
\nherein.<\/p>\n

8. No Rights of a Shareholder. The Participant shall not have any rights as a
\nshareholder of the Company until the Shares in question have been registered in
\nthe Company153s register of shareholders.<\/p>\n

9. Unfunded Obligation; Unsecured Creditor. The RSUs granted hereunder are an
\nunfunded obligation of the Company and no assets or shares of the Company shall
\nbe set segregated or earmarked by the Company in respect of any RSUs awarded
\nhereunder. The RSUs granted hereunder shall be an unsecured obligation of the
\nCompany and the rights and interests of the Participant herein shall make him
\nonly a general, unsecured creditor of the Company.<\/p>\n

10. Legend on Certificates. Any Shares issued or transferred to the
\nParticipant pursuant to Section 3 of this Agreement shall be subject to such
\nstop transfer orders and other restrictions as the Committee may deem advisable
\nunder the Plan or the rules, regulations, and other requirements of the
\nSecurities and Exchange Commission, any stock exchange upon which such Shares
\nare listed, any applicable Federal or state laws or relevant securities laws of
\nthe jurisdiction of the domicile of the Participant or to ensure compliance with
\nany additional transfer restrictions that may be in effect from time to time,
\nand the Committee may cause a legend or legends to be put on any certificates
\nrepresenting such Shares to make appropriate reference to such restrictions.\n<\/p>\n

11. Transferability Restrictions : RSUs\/Underlying Shares. RSUs may not be
\nassigned, alienated, pledged, attached, sold or otherwise transferred or
\nencumbered by the Participant otherwise than by will or by the laws of descent
\nand distribution, and any purported assignment, alienation, pledge, attachment,
\nsale, transfer or encumbrance not permitted by this Section 11 shall be void and
\nunenforceable against any Constituent Company. Any Shares issued or transferred
\nto the Participant shall be subject to compliance by the Participant with such
\npolicies as the Committee or the Company may deem advisable from time to time,
\nincluding, without limitation, policies relating to minimum executive employee
\nshare ownership requirements. Such policies shall be binding upon the permitted
\nrespective legatees, legal representatives, successors and assigns of the
\nParticipant. The Company shall give notice of any such additional or modified
\nterms and restrictions applicable to Shares delivered or deliverable under the
\nAgreement to the holder of the RSUs and\/or the Shares so delivered, as
\nappropriate, pursuant to the provisions of Section 12 or, if a valid address
\ndoes not appear to exist in the personnel records, to the last address known by
\nthe Company of such holder. Notice of any such changes may be provided
\nelectronically, including, without limitation, by publication of such changes to
\na central website to which any holder of the RSUs or Shares issued therefrom has
\naccess.<\/p>\n

12. Notices. Any notice to be given under this Agreement shall be delivered
\npersonally, or sent by certified, registered or express mail, postage prepaid,
\naddressed to the Company in care of its General Counsel at:<\/p>\n

Accenture<\/p>\n

161 N. Clark Street<\/p>\n

Chicago, IL 60601<\/p>\n

Telecopy: (312) 652-5619<\/p>\n

Attn: General Counsel<\/p>\n<\/p>\n

6<\/p>\n

\n

(or, if different, the then current principal business address of the duly
\nappointed General Counsel of the Company) and to the Participant at the address
\nappearing in the personnel records of the Company for the Participant or to
\neither party at such other address as either party hereto may hereafter
\ndesignate in writing to the other. Any such notice shall be deemed effective
\nupon receipt thereof by the addressee.<\/p>\n

13. Withholding. The Participant may be required to pay to the Company or any
\nAffiliate and the Company or any Affiliate shall have the right and is hereby
\nauthorized to withhold from any issuance or transfer due under this Agreement or
\nunder the Plan or from any compensation or other amount otherwise payable to the
\nParticipant, applicable withholding taxes and social insurance contributions
\nrequired to be withheld with respect to this Agreement or any issuance or
\ntransfer under this Agreement or under the Plan and to take such action as may
\nbe necessary in the opinion of the Company to satisfy all obligations for the
\npayment of such taxes and social insurance contributions. Notwithstanding the
\nforegoing, if the Participant153s Qualified Status with the Company terminates due
\nto death, Disability or Involuntary Termination, the payment of any applicable
\nwithholding taxes or social insurance contributions required to be withheld with
\nrespect to any further issuance or transfer of Shares under this Agreement or
\nthe Plan shall at the Company153s discretion be made solely through the sale of
\nShares equal to the statutory minimum withholding liability.<\/p>\n

14. Choice of Law and Dispute Resolution<\/p>\n

(a) THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL
\nBE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
\nCONFLICTS OF LAW.<\/p>\n

(b) Subject to paragraphs (c) through (g), any and all disputes which cannot
\nbe settled amicably, including any ancillary claims of any party, arising out
\nof, relating to or in connection with the validity, negotiation, execution,
\ninterpretation, performance or non-performance and\/or termination of this
\nAgreement and any amendment thereto (including without limitation the validity,
\nscope and enforceability of this arbitration provision) (each a “Dispute”) shall
\nbe finally settled by arbitration conducted by a single arbitrator in New York
\n(or at such other place of arbitration as the Compensation Committee of the
\nBoard of Directors of the Company, acting as Plan Administrator, or any
\nsuccessor plan administrator, may approve) in accordance with the then-existing
\nRules of Arbitration of the International Chamber of Commerce (“ICC”), except
\nthat the parties may select an arbitrator who is a national of the same country
\nas one of the parties. If the parties to the dispute fail to agree on the
\nselection of an arbitrator within thirty (30) days of the receipt of the request
\nfor arbitration, the ICC shall make the appointment. The arbitrator shall be a
\nlawyer and shall conduct the proceedings in the English language.<\/p>\n

(c) Before the Company has filed a request for arbitration or a response
\nunder the Rules of Arbitration of the ICC (as the case may be), the Company may
\nby notice in writing to the Participant require that all Disputes or a specific
\nDispute be heard by any court of law in accordance with paragraph (f) and, for
\nthe purposes of this paragraph (c), each party expressly consents to the
\napplication of paragraphs (d) and (e) to any such suit, action or proceeding.
\nIf, at the time that the Company gives notice in accordance with this paragraph
\n(c), arbitration has already been commenced in connection with a Dispute, that
\nDispute shall be withdrawn from arbitration.<\/p>\n

(d) Either party may bring an action or proceeding in any court of law for
\nthe purpose of compelling a party to arbitrate, seeking temporary or preliminary
\nrelief in aid of an arbitration hereunder, and\/or enforcing an arbitration award
\nand\/or in support of the arbitration as permitted by any applicable arbitration
\nlaw and, for the purposes of this paragraph (d), each party expressly consents
\nto the application of paragraphs (f) and (g) to any such suit, action or
\nproceeding.<\/p>\n

(e) Judgment on any award(s) rendered by the tribunal may be entered in any
\ncourt having jurisdiction thereof.<\/p>\n

(f) (i) Each party hereby irrevocably submits to the non-exclusive
\njurisdiction of the Courts located in New York, United States for the purpose of
\nany suit, action or proceeding brought in accordance with the provisions of
\nparagraphs (d) or (e). The parties acknowledge that the forum designated by this
\nparagraph (f) has a reasonable relation to this Agreement, and to the parties153
\nrelationship with one another.<\/p>\n

(ii) The parties hereby waive, to the fullest extent permitted by applicable
\nlaw, any objection which they now or hereafter may have to personal jurisdiction
\nor to the laying of venue of any suit, action or proceeding brought in any court
\nreferred to in paragraph (f) (i) pursuant to paragraphs (d) or (e) and such
\nparties agree not to plead or claim the same.<\/p>\n<\/p>\n

7<\/p>\n

\n

(g) The parties agree that if a suit, action or proceeding is brought under
\nparagraphs (d) or (e) proof shall not be required that monetary damages for
\nbreach of the provisions of this Agreement would be difficult to calculate and
\nthat remedies at law would be inadequate, and they irrevocably appoint the
\nGeneral Counsel of the Company, c\/o Accenture, 161 N. Clark Street, Chicago IL,
\n60601 (or, if different, the then-current principal business address of the duly
\nappointed General Counsel of the Company) as such party153s agent for service of
\nprocess in connection with any such action or proceeding and agree that service
\nof process upon such agent, who shall promptly advise such party of any such
\nservice of process, shall be deemed in every respect effective service of
\nprocess upon the party in any such action or proceeding.<\/p>\n

15. Severability. This Agreement shall be enforceable to the fullest extent
\nallowed by law. In the event that a court or appointed arbitrator holds any
\nprovision of this Agreement to be invalid or unenforceable, then, if allowed by
\nlaw, the provision shall be reduced, modified or otherwise conformed to the
\nrelevant law, judgment or determination to the degree necessary to render it
\nvalid and enforceable without affecting the rest of this Agreement. Any
\nprovision of this Agreement that is prohibited or unenforceable in any
\njurisdiction shall, as to such jurisdiction, be deemed severable from the
\nremainder of this Agreement, and the remaining provisions contained in this
\nAgreement shall be construed to preserve to the maximum permissible extent the
\nintent and purposes of this Agreement. Any such prohibition or unenforceability
\nin any jurisdiction shall not invalidate or render unenforceable such provision
\nin any other jurisdiction.<\/p>\n

16. RSUs Subject to Plan. By entering into this Agreement, the Participant
\nagrees and acknowledges that the Participant has received and read a copy of the
\nPlan. All RSUs are subject to the Plan. In the event of a conflict between any
\nterm or provision contained herein and a term or provision of the Plan, the
\napplicable terms and provisions of the Plan will govern and prevail.<\/p>\n

17. Rule 16b-3. The grant of the RSUs to the Participant hereunder is
\nintended to be exempt from the provisions of Section 16(b) of the Securities
\nExchange Act of 1934, as amended from time to time (the “Exchange Act”) pursuant
\nto Rule 16b-3 promulgated under the Exchange Act.<\/p>\n

18. Signature in Counterparts. This Agreement may be signed in counterparts,
\neach of which shall be deemed an original, with the same effect as if the
\nsignatures thereto and hereto were upon the same instrument.<\/p>\n

19. Entire Agreement. This Agreement and the Plan constitute the entire
\nagreement of the parties and supersede in their entirety all prior undertakings
\nand agreements of the parties with respect to the subject matter hereof.<\/p>\n

20. Severability of Agreement. In the event that any provision in this
\nAgreement shall be held invalid or unenforceable, such provision shall be
\nseverable from, and such invalidity or unenforceability shall not be construed
\nto have any effect on, the remaining provisions of this Agreement.<\/p>\n

21. Administration; Consent. In order to manage compliance with the terms of
\nthis Agreement, Common Shares delivered pursuant to the Agreement may, at the
\nsole discretion of the Company, be registered in the name of the nominee for the
\nholder of the Common Shares and\/or held in the custody of a custodian until
\notherwise determined by the Company. To that end, by acceptance of this
\nAgreement, the holder hereby appoints the Company, with full power of
\nsubstitution and resubstitution, his or her true and lawful attorney-in-fact to
\nassign, endorse and register for transfer into such nominee153s name or deliver to
\nsuch custodian any such Common Shares, granting to such attorneys, and each of
\nthem, full power and authority to do and perform each and every act and thing
\nwhatsoever that such attorney or attorneys may deem necessary, advisable or
\nappropriate to carry out fully the intent of this paragraph as such person might
\nor could do personally. It is understood and agreed by each holder of the Common
\nShares delivered under the Agreement that this appointment, empowerment and
\nauthorization may be exercised by the aforementioned persons with respect to all
\nCommon Shares delivered pursuant to the Agreement of such holder, and held of
\nrecord by another person or entity, for the period beginning on the date hereof
\nand ending on the later of the date the Agreement is terminated and the date
\nthat is ten years following the last date Common Shares are delivered pursuant
\nto this Agreement. The form of the custody agreement and the identity of the
\ncustodian and\/or nominee shall be as determined from time to time by the Company
\nin its sole discretion. A holder of Common Shares delivered pursuant to the
\nAgreement acknowledges and agrees that the Company may refuse to register the
\ntransfer of and enter stop transfer orders against the transfer of such Common
\nShares except for transfers deemed by it in its sole discretion to be in
\ncompliance with the terms of this Agreement. Each holder of Common Shares
\ndelivered pursuant to the Agreement agrees to execute such additional documents
\nand take such other actions as may be deemed reasonably necessary or desirable
\nby the Company to effect the provisions of the Agreement, as in effect from time
\nto time. Each holder of Common Shares delivered pursuant to the Agreement
\nacknowledges and agrees that the Company may impose a legend on any document
\nrelating to or Common Shares issued or issuable pursuant to this Agreement
\nconspicuously referencing the restrictions applicable to such Common Shares.\n<\/p>\n

22. Section 409A – Disability, Deferral Elections, Payments to Specified
\nEmployees, and Interpretation of Grant Terms<\/u>. If the Participant is subject
\nto income taxation on the income resulting from this Agreement under the laws of
\nthe United States, and the<\/p>\n<\/p>\n

8<\/p>\n

\n

foregoing provisions of this Agreement would result in adverse tax
\nconsequences to the Participant, as determined by the Company, under Section
\n409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), then
\nthe following provisions shall apply and supersede the foregoing provisions:\n<\/p>\n

(a) “Disability” shall mean a disability within the meaning of Section
\n409A(a)(2)(C) of the Code.<\/p>\n

(b) Deferral elections made by U.S. taxpayers are subject to Section 409A of
\nthe Code. The Company will use commercially reasonable efforts to not permit
\nRSUs to be deferred, accelerated, released, extended, paid out or modified in a
\nmanner that would result in the imposition of an additional tax under Section
\n409A of the Code. In the event that it is reasonably determined by the Company
\nthat, as a result of Section 409A of the Code, payments or delivery of the
\nShares underlying the RSU award granted pursuant to this Agreement may not be
\nmade at the time contemplated by the terms of the RSU award or your deferral
\nelection, as the case may be, without causing the Participant to be subject to
\ntaxation under Section 409A of the Code, the Company will make such payment or
\nshare delivery as soon as practicable on or following the first day that would
\nnot result in your incurring any tax liability under Section 409A of the Code,
\nand in any event, no later than the last day of the calendar year in which such
\nfirst date occurs.<\/p>\n

(c) If the Participant is a “specified employee” (within the meaning of
\nSection 409A(a)(2)(B)(i) of the Code), payments and deliveries of shares in
\nrespect of any RSUs subject to Section 409A of the Code that are linked to the
\ndate of the Participant153s separation from service shall not be made prior to the
\ndate which is six (6) months after the date of the Participant153s separation from
\nservice from the Company or any of its Affiliates, determined in accordance with
\nSection 409A of the Code and the regulations promulgated thereunder.<\/p>\n

(d) The Company shall use commercially reasonable efforts to avoid subjecting
\nthe Participant to any additional taxation under Section 409A of the Code as
\ndescribed herein; provided that neither the Company nor any of its employees,
\nagents, directors or representatives shall have any liability to the Participant
\nwith respect to Section 409A of the Code.<\/p>\n

23. Recoupment<\/u>. The RSUs granted under this Agreement, and any Shares
\nissued or other payments made in respect thereof, shall be subject to any
\nrecoupment policy that the Company may adopt from time to time, to the extent
\nany such policy is applicable to the Participant.<\/p>\n

24. Data Protection. The Participant consents to the processing (including
\ninternational transfer) of personal data as set out in Appendix A for the
\npurposes specified therein.<\/p>\n<\/p>\n

9<\/p>\n

\n

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective
\nas of the date set forth above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ACCENTURE PLC<\/p>\n<\/td>\n<\/tr>\n

\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Julie Spellman Sweet<\/p>\n

General Counsel, Secretary and Compliance Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

PARTICIPANT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Address:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10<\/p>\n

\n

APPENDIX A <\/u><\/p>\n

DATA PROTECTION PROVISION<\/p>\n\n\n\n
\n

(a)<\/p>\n<\/td>\n

\n

By participating in the Plan or accepting any rights granted under it, the
\nParticipant consents to the collection and processing by the Company and its
\nAffiliates of personal data relating to the Participant by the Company and its
\nAffiliates so that they can fulfill their obligations and exercise their rights
\nunder the Plan, issue certificates (if any), statements and communications
\nrelating to the Plan and generally administer and manage the Plan, including
\nkeeping records of participation levels from time to time. Any such processing
\nshall be in accordance with the purposes and provisions of this data protection
\nprovision. References in this provision to the Company and its Affiliates
\ninclude the Participant153s employer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

These data will include data:<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

already held in the Participant153s records such as the Participant153s name and
\naddress, ID number, payroll number, length of service and whether the
\nParticipant works full-time or part time;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

collected upon the Participant accepting the rights granted under the Plan
\n(if applicable); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

subsequently collected by the Company or any of its Affiliates in relation to
\nthe Participant153s continued participation in the Plan, for example, data about
\nshares offered or received, purchased or sold under the Plan from time to time
\nand other appropriate financial and other data about the Participant and his or
\nher participation in the Plan (e.g., the date on which the shares were granted,
\ntermination of employment and the reasons of termination of employment or
\nretirement of the Participant).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

(b)<\/p>\n<\/td>\n

\n

This consent is in addition to and does not affect any previous consent
\nprovided by the Participant to the Company or its Affiliates.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

(c)<\/p>\n<\/td>\n

\n

In particular, the Participant expressly consents to the transfer of personal
\ndata about the Participant as described in paragraph (a) above by the Company
\nand its Affiliates. Data may be transferred not only within the country in which
\nthe Participant is based from time to time or within the EU or the European
\nEconomic Area, but also worldwide, to other employees and officers of the
\nCompany and its Affiliates and to the following third parties for the purposes
\ndescribed in paragraph (a) above:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Plan administrators, auditors, brokers, agents and contractors of, and third
\nparty service providers to, the Company or its Affiliates such as printers and
\nmail houses engaged to print or distribute notices or communications about the
\nPlan;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

regulators, tax authorities, stock or security exchanges and other
\nsupervisory, regulatory, governmental or public bodies as required by law;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

actual or proposed merger partners or proposed assignees of, or those taking
\nor proposing to take security over, the business or assets of the Company or its
\nAffiliates and their agents and contractors;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

other third parties to whom the Company or its Affiliates may need to
\ncommunicate\/transfer the data in connection with the administration of the Plan,
\nunder a duty of confidentiality to the Company and its Affiliates; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

the Participant153s family members, physicians, heirs, legatees and others
\nassociated with the Participant in connection with the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Not all countries, where the personal data may be transferred to, have an
\nequal level of data protection as in the EU or the European Economic Area.
\nCountries to which data are transferred include the USA.<\/p>\n

All national and international transfer of personal data is only done in
\norder to fulfill the obligations and rights of the Company and\/or its Affiliates
\nunder the Plan.<\/p>\n

The Participant has the right to be informed whether the Company or its
\nAffiliates hold personal data about the Participant and, to the extent they do
\nso, to have access to those personal data at no charge and require them to be
\ncorrected if they are<\/p>\n<\/p>\n

11<\/p>\n

\n

inaccurate or to be destroyed if the Participant wishes to withdraw his or
\nher consent. The Participant is entitled to all the other rights provided for by
\napplicable data protection law, including those detailed in any applicable
\ndocumentation or guidelines provided to the Participant by the Company or its
\nAffiliates in the past. More detailed information is available to the
\nParticipant by contacting the appropriate local data protection officer in the
\ncountry in which the Participant is based from time to time. If the Participant
\nhas a complaint regarding the manner in which personal information relating to
\nthe Participant is dealt with, the Participant should contact the appropriate
\nlocal data protection officer referred to above.<\/p>\n\n\n\n
\n

(d)<\/p>\n<\/td>\n

\n

The processing (including transfer) of data described above is essential for
\nthe administration and operation of the Plan. Therefore, in cases where the
\nParticipant wishes to participate in the Plan, it is essential that his\/her
\npersonal data are processed in the manner described above. At any time the
\nParticipant may withdraw his or her consent.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

12<\/p>\n

\n

EXHIBIT 1-A <\/strong><\/p>\n

Determination of RSU Vesting pursuant to Section 1(c)
\nof the Agreement <\/strong><\/p>\n\n\n\n
\n

1. Determine<\/p>\n<\/td>\n

\n

Percentile Rank (PR) for each of the Comparison Companies in accordance with
\nthe following formula:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

PR = (PB\/N)(100)<\/p>\n

Where:<\/p>\n

PB = ordinal position from the lowest TSR among the Comparison Companies. The
\nComparison Company with the lowest TSR is the first position from the bottom.\n<\/p>\n

N = number of Comparison Companies in the computation.<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

After determining and ordering the PR for each Comparison Company, if the TSR
\nof the Company is equal to the TSR of any other Comparison Company (rounded to
\nthe nearest 0.01), then the Company153s PR shall equal the PR of such Comparison
\nCompany. If the Company153s TSR is not equal to the TSR of any other Comparison
\nCompany, then the Company153s PR shall be determined by interpolation, using the
\nTSRs and PRs of the Comparison Companies having the next highest and next lowest
\nTSRs in comparison to the Company153s TSR. If there is no Comparison Company with
\na TSR that is higher than the Company153s TSR, then the Company153s PR shall be 100.
\nIf there is no Comparison Company with a TSR that is lower than the Company153s
\nTSR, then the Company153s PR shall be equal to the PR of the lowest ranked
\nComparison Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

\n

Upon determining the PR of the Company, the percentage of maximum RSUs
\ngranted under the Agreement that vest shall be determined as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Performance level<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Company PR<\/strong><\/p>\n

(measured as a percentile)<\/p>\n<\/td>\n

<\/td>\n\n

Percentage of maximum RSUs granted<\/strong><\/p>\n

under the Agreement that vest<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Maximum<\/p>\n<\/td>\n

<\/td>\n\n

The Company is ranked at or above
\nthe 75th percentile.<\/p>\n<\/td>\n

<\/td>\n\n

25%<\/p>\n<\/td>\n<\/tr>\n

\n

Target<\/p>\n<\/td>\n

<\/td>\n\n

The Company is ranked at the 60th percentile.<\/p>\n<\/td>\n

<\/td>\n\n

16.67%<\/p>\n<\/td>\n<\/tr>\n

\n

Threshold<\/p>\n<\/td>\n

<\/td>\n\n

The Company is ranked at the 40th percentile.<\/p>\n<\/td>\n

<\/td>\n\n

8.33%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

The Company is ranked below the
\n40th percentile.<\/p>\n<\/td>\n

<\/td>\n\n

0%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Performance Between Threshold and Target<\/strong>. If the Company153s
\nPercentile Rank is between “Threshold” and “Target,” the percentage of the
\nmaximum RSUs granted to the Participant under the Agreement that shall vest
\npursuant to Section 1(c) of the Agreement shall equal (a) 8.33% of the RSUs
\ngranted under the Agreement plus (b) an additional percentage of the maximum
\nRSUs granted to the Participant under the Agreement, which percentage shall be
\ndetermined in accordance with the following formula:<\/p>\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

(PR : 40) x 8.34<\/p>\n<\/td>\n<\/tr>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

where, PR equals the Percentile Rank of the Company, as determined above.\n<\/p>\n

Performance Between Target and Maximum<\/u><\/strong>. If the
\nCompany153s Percentile Rank is between “Target” and “Maximum,” the percentage of
\nthe RSUs granted to the Participant under the Agreement that shall vest pursuant
\nto Section 1(c) of the Agreement shall equal (a) 16.67% of the RSUs granted
\nunder the Agreement plus (b) an additional percentage, not to exceed 8.33%, of
\nthe maximum RSUs granted to the Participant under the Agreement, which
\npercentage shall be determined in accordance with the following formula:<\/p>\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

(PR : 60) x 8.33<\/p>\n<\/td>\n<\/tr>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

where, PR equals the Percentile Rank of the Company, as determined above.\n<\/p>\n<\/p>\n

13<\/p>\n

\n

EXHIBIT 1-B <\/strong><\/p>\n

Determination of RSU Vesting pursuant to Section 1(d)
\nof the Agreement <\/strong><\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

Determine the Company actual percentage of Target Cumulative Operating Income
\n(“AP”) by dividing the Company153s Actual Cumulative Operating Income by the
\nTarget Cumulative Operating Income and expressing the result as a percentage
\n(the resulting percentage being referred to as the “Performance Rate” or “PR”).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

Upon determining the Company153s Performance Rate, the percentage of maximum
\nRSUs granted under the Agreement that vest shall be determined as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Performance level<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Company153s Performance Rate <\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Percentage of RSUs<\/strong><\/p>\n

granted under the<\/strong><\/p>\n

Agreement that vest <\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Maximum<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

125% or greater<\/p>\n<\/td>\n

<\/td>\n\n

75%<\/p>\n<\/td>\n<\/tr>\n

\n

Target<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

100%<\/p>\n<\/td>\n

<\/td>\n\n

50%<\/p>\n<\/td>\n<\/tr>\n

\n

Threshold<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

80%<\/p>\n<\/td>\n

<\/td>\n\n

25%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Less than 80%<\/p>\n<\/td>\n

<\/td>\n\n

0%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Performance Between Threshold and Target<\/strong>. If the Company153s
\nPerformance Rate is between “Threshold” and “Target,” the percentage of the
\nmaximum RSUs granted to the Participant under the Agreement that shall vest
\npursuant to Section 1(d) of the Agreement shall equal (a) 25% of the maximum
\nRSUs granted under the Agreement, plus (b) an additional percentage of the
\nmaximum RSUs granted to the Participant under the Agreement, which percentage
\nshall be determined in accordance with the following formula:<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n(<\/strong><\/td>\n<\/td>\n\n

PR : 80<\/strong><\/p>\n<\/td>\n

<\/td>\n)<\/strong><\/td>\n<\/td>\n\n

x 1.25<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

where, PR equals the Company153s Performance Rate, as determined above.<\/p>\n

Performance Between Target and Maximum<\/strong>. If the Company153s
\nPerformance Rate is between “Target” and “Maximum,” the percentage of the
\nmaximum RSUs granted to the Participant under the Agreement that shall vest
\npursuant to Section 1(d) of the Agreement shall equal (a) 50% of the maximum
\nRSUs granted under the Agreement, plus (b) an additional percentage, not to
\nexceed 25%, of the maximum RSUs granted to the Participant under the Agreement,
\nwhich percentage shall be determined in accordance with the following formula:\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
(<\/strong><\/td>\n<\/td>\n\n

PR : 100<\/strong><\/p>\n<\/td>\n

<\/td>\n)<\/strong><\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

where, PR equals the Company153s Performance Rate, as determined above.<\/p>\n<\/p>\n

14<\/p>\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":[9539,9545],"class_list":["post-40051","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__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40051","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=40051"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40051"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40051"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40051"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}