{"id":41664,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/transfer-rights-agreement-accenture-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"transfer-rights-agreement-accenture-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/transfer-rights-agreement-accenture-ltd.html","title":{"rendered":"Transfer Rights Agreement – Accenture Ltd."},"content":{"rendered":"
\n
 <\/p>\n
TRANSFER RIGHTS AGREEMENT\n
\n\n
\n\n
\n\n
\nAMONG\n
\n\n
\n\n
\n\n
\nACCENTURE SCA\n
\n\n
\n\n
\n\n
\nand\n
\n\n
\n\n
\n\n
\nTHE COVERED PERSONS SIGNATORY HERETO\n
\n\n
\n\n
\n\n
\nDated as of April 18, 2001<\/font><\/p>\n
 \n
<\/p>\n<\/pre>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n
TABLE OF CONTENTS<\/font><\/div>\n<\/td>\n
 <\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n\n
 Page<\/u><\/font><\/div>\n<\/td>\n
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<\/td>\n<\/td>\n<\/td>\n <\/td>\n<\/tr>\n

\nARTICLE I DEFINITIONS AND OTHER MATTERS<\/a>
\n<\/font><\/td>\n		<\/td>\n1<\/font><\/td>\n <\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n <\/td>\n<\/tr>\n

\nSection 1.1. Definitions<\/a>
\n<\/font><\/td>\n		<\/td>\n1<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 1.2.  Gender<\/a>
\n<\/font><\/td>\n		<\/td>\n4<\/font><\/td>\n <\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n<\/td>\n<\/tr>\n

\nARTICLE II LIMITATIONS ON TRANSFER OF SHARES<\/a>
\n<\/font><\/td>\n		<\/td>\n\n
5<\/font><\/div>\n<\/td>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n <\/td>\n<\/tr>\n

\nSection 2.1.\u00a0\u00a0 Transfer Restrictions<\/a>
\n<\/font><\/td>\n		<\/td>\n5<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 2.2.\u00a0\u00a0 Release of Transfer Restrictions<\/a>
\n<\/font><\/td>\n		<\/td>\n5<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 2.3.\u00a0\u00a0 Certain Additional Restrictions<\/a>
\n<\/font><\/td>\n		<\/td>\n8<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 2.4.\u00a0\u00a0 Holding of Covered Shares in Custody and\/or in Nominee Name; Legend on Certificates; Entry of Stop Transfer Orders<\/a>
\n<\/font><\/td>\n		<\/td>\n8<\/font><\/td>\n <\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n<\/tr>\n

\nARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PARTIES<\/a>
\n <\/font><\/td>\n		<\/td>\n\n
10<\/font><\/div>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n <\/td>\n<\/tr>\n

\nARTICLE IV OTHER AGREEMENTS OF THE PARTIES<\/a>
\n<\/font><\/td>\n		<\/td>\n11<\/font><\/td>\n <\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n <\/td>\n<\/tr>\n

\nSection 4.1.\u00a0\u00a0 Redemption Price<\/a>
\n<\/font><\/td>\n		<\/td>\n11<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 4.2.\u00a0\u00a0 Accenture SCA Partners Committee<\/a>
\n<\/font><\/td>\n		<\/td>\n11<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 4.3.\u00a0\u00a0 Indemnification and Expenses<\/a>
\n<\/font><\/td>\n		<\/td>\n12<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 4.4.\u00a0\u00a0 Adjustment upon Changes in Capitalization; Adjustments upon Changes of Control; Representatives, Successors and Assigns<\/a>
\n<\/font><\/td>\n		<\/td>\n13<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 4.5.\u00a0\u00a0 Filing of Schedule 13D or 13G<\/a>
\n<\/font><\/td>\n		<\/td>\n14<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 4.6.\u00a0\u00a0 Further Assurances<\/a>
\n<\/font><\/td>\n		<\/td>\n15<\/font><\/td>\n <\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n <\/td>\n<\/tr>\n

\nARTICLE V MISCELLANEOUS<\/a>
\n<\/font><\/td>\n		<\/td>\n15<\/font><\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n<\/td>\n<\/td>\n <\/td>\n<\/tr>\n

\nSection 5.1.\u00a0\u00a0 Term of the Agreement; Termination of Certain Provisions<\/a>
\n<\/font><\/td>\n		<\/td>\n15<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 5.2.\u00a0\u00a0 Amendments<\/a>
\n<\/font><\/td>\n		<\/td>\n15<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 5.3.\u00a0\u00a0 Waivers<\/a>
\n<\/font><\/td>\n		<\/td>\n16<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 5.4.\u00a0\u00a0 Governing Law<\/a>
\n<\/font><\/td>\n		<\/td>\n17<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 5.5.\u00a0\u00a0 Resolution of Disputes<\/a>
\n<\/font><\/td>\n		<\/td>\n17<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 5.6.\u00a0\u00a0 Relationship of Parties<\/a>
\n<\/font><\/td>\n		<\/td>\n19<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 5.7.\u00a0\u00a0 Notices<\/a>
\n<\/font><\/td>\n		<\/td>\n19<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 5.8.\u00a0\u00a0 Severability<\/a>
\n<\/font><\/td>\n		<\/td>\n20<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 5.9.\u00a0\u00a0 Right to Determine Tender Confidentially<\/a>
\n<\/font><\/td>\n		<\/td>\n20<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 5.10.\u00a0\u00a0 No Third-Party Rights<\/a>
\n<\/font><\/td>\n		<\/td>\n20<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 5.11.\u00a0\u00a0 Section Headings<\/a>
\n<\/font><\/td>\n		<\/td>\n20<\/font><\/td>\n <\/td>\n<\/tr>\n

\nSection 5.12.\u00a0\u00a0 Execution in Counterparts<\/a>
\n<\/font><\/td>\n		<\/td>\n20<\/font><\/td>\n <\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n <\/td>\n<\/tr>\n

\nAppendix A – Covered Persons<\/a>
\n<\/font><\/td>\n		<\/td>\n<\/td>\n <\/td>\n<\/tr>\n<\/table>\n

\n <\/a><\/p>\n
 <\/a><\/p>\n
 <\/a>
\n<\/font><\/p>\n
     This Transfer Rights Agreement, dated as of April 18, 2001 (as amended, supplemented, waived or otherwise modified from time to time in accordance with its terms,
\nthis \u0093Agreement\u0094), among Accenture SCA, a Luxembourg soci\u00e9t\u00e9 en commandite par actions<\/i> (\u0093Accenture SCA\u0094), and the Covered Persons (hereinafter defined).<\/font><\/p>\n
WITNESSETH:<\/font><\/p>\n
     WHEREAS, the Covered Persons may in the future become beneficial owners of Class I Common Shares, par value 1.25 euro per share, of Accenture SCA (the \u0093Common
\nShares\u0094).<\/font><\/p>\n
     WHEREAS, the Covered Persons desire to address herein certain relationships among themselves with respect to the disposition of their Common Shares and various
\nother matters and desire to give to the Accenture SCA Partners Committee (hereinafter defined) the power to enforce their agreements with respect thereto on their behalf.<\/font><\/p>\n
     NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, the parties hereto agree as
\nfollows:<\/font><\/p>\n

\n<\/a>
\nARTICLE I
\n
\n
\n<\/a>
\nDEFINITIONS AND OTHER MATTERS
\n<\/a>
\n<\/font><\/p>\n

\n<\/a>
\nSection 1.1. Definitions<\/u>. The following words and phrases as used herein shall have the following meanings, except as otherwise expressly provided or unless the context otherwise requires: <\/font><\/p>\n
     (a) \u0093Accenture Ltd Class A Common Shares\u0094 shall mean the Class A Common Shares of Accenture LTD, an exempted company limited by shares organized under the
\nlaws of Bermuda.<\/font><\/p>\n
     (b) \u0093Accenture SCA\u0094 shall have the meaning ascribed to such term in the preamble hereto.<\/font><\/p>\n
     (c) \u0093Accenture SCA Partners Committee\u0094 shall have the meaning ascribed to such term in Section 4.2 hereof.<\/font><\/p>\n
     (d) This \u0093Agreement\u0094 shall have the meaning ascribed to such term in the preamble hereto.<\/font><\/p>\n
     (e) \u0093Base Eligible Sales\u0094 shall have the meaning ascribed to such term in Section 2.2 hereof.<\/font><\/p>\n
     (f) A \u0093beneficial owner\u0094 of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or
\notherwise has, or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and\/or (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security, but for
\npurposes of this Agreement a person shall not be deemed a beneficial owner of Common Shares (A) solely by virtue of the application of Exchange Act Rule 13d-3(d) or Exchange Act Rule 13d-5 as in effect on the date hereof, (B) solely by virtue of the
\npossession of the legal right to vote securities under applicable law (such as by proxy, power of attorney or appointment as corporate representative) or (C) held of record by a \u0093private foundation\u0094 subject to the requirements of Section
\n509 of the Code (or equivalent in other jurisdictions as determined from time to time by the Accenture SCA Partners Committee). \u0093Beneficially own\u0094 and \u0093beneficial ownership\u0094 shall have correlative meanings. For purposes of the
\ndetermination of beneficial ownership only, the provisions of Article II hereof shall not be deemed to transfer the investment power with respect to any Common Shares. <\/font><\/p>\n<\/p>\n
     (g) \u0093Code\u0094 shall mean the United States Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations
\nthereunder. <\/font><\/p>\n
     (h) \u0093Common Shares\u0094 shall have the meaning ascribed to such term in the recitals hereto.<\/font><\/p>\n
     (i) \u0093Company\u0094 shall mean Accenture SCA, together with its general partner and its Subsidiaries from time to time.<\/font><\/p>\n
     (j) \u0093Continuing Provisions\u0094 shall have the meaning ascribed to such term in Section 5.1(b) hereof. <\/font><\/p>\n
     (k) \u0093Covered Persons\u0094 shall mean those persons, other than Accenture SCA, who are from time to time parties to this Agreement and whose names are, or are
\nrequired to be, listed on Appendix A hereto, in each case in accordance with the terms hereof.<\/font><\/p>\n
     (l) A Covered Person\u0092s \u0093Covered Shares\u0094 shall mean any Common Shares beneficially owned by such Covered Person at the time in question but, shall not
\ninclude any Common Shares excluded from the definition of Covered Shares by action of the Accenture SCA Partners Committee prior to the IPO Date. \u0093Covered Shares\u0094 shall also include the securities that are defined to be \u0093Covered
\nShares\u0094 in Section 4.4 hereof. A Covered Person \u0093acquires\u0094 Covered Shares when such Covered Person first acquires beneficial ownership over such Covered Shares.<\/font><\/p>\n
     (m) The term \u0093disabled\u0094 shall mean \u0093disabled\u0094 as defined (i) in any employment agreement then in effect between the employee and the Company, or
\n(ii) if not defined therein, or if there shall be no such agreement, as defined in the Company\u0092s long-term disability plan as in effect from time to time, or (iii) if there shall be no plan, the inability of an employee to perform in all
\nmaterial respects his duties and responsibilities to the Company for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period by reason of a physical or mental incapacity. Any
\nquestion as to the existence of a disability as to which the employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the employee and the Company. If the employee and the
\nCompany cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determinations in writing. The determination of disability made in writing to the
\nCompany and the employee shall be final and conclusive for all purposes of this Agreement.<\/font><\/p>\n<\/p>\n
     (n) \u0093Disabled Employee\u0094 shall have the meaning ascribed to such term in Section 2.2 hereof.<\/font><\/p>\n
     (o) An \u0093employee\u0094 shall include, without limitation, the owners and employees of partner personal service companies in certain countries with which the
\nCompany has personal service contracts (in each case as agreed by the Accenture SCA Partners Committee), and any other similarly situated person designated as an \u0093employee\u0094 by the Accenture SCA Partners Committee.<\/font><\/p>\n
     (p) \u0093Employee Covered Person\u0094 shall mean a Covered Person that is an employee of the Company at the time in question, provided that if the Company has
\nreceived notice that any Covered Person intends to terminate such Covered Person\u0092s employment with the Company (except in the case of notice with respect to retirement or disability), such Covered Person shall be deemed not to be an Employee
\nCovered Person.<\/font><\/p>\n
     (q) \u0093Employee Covered Shares\u0094 shall have the meaning ascribed to such term in Section 5.1 hereof.<\/font><\/p>\n
     (r) \u0093Exchange Act\u0094 shall mean the United States Securities Exchange Act of 1934, as amended to date and as further amended from time to time.<\/font><\/p>\n
     (s) A reference to an \u0093Exchange Act Rule\u0094 shall mean such rule or regulation of the United States Securities and Exchange Commission under the Exchange
\nAct, as in effect from time to time or as replaced by a successor rule thereto.<\/font><\/p>\n
     (t) \u0093IPO Date\u0094 shall mean the closing date of the initial public offering of the Accenture Ltd Class A Common Shares.<\/font><\/p>\n
     (u) \u0093Market Price of an Accenture Ltd Class A Common Share\u0094 shall have the meaning ascribed to such term in the Articles of Association of Accenture SCA,
\nas such term may be amended from time to time pursuant to the Articles of Association of Accenture SCA.<\/font><\/p>\n
     (v) \u0093Non-Competition Agreement\u0094 shall mean, collectively, any Non-Competition Agreement, dated as of the date hereof, among the Company and the partners
\nfrom time to time party thereto.<\/font><\/p>\n
     (w) \u0093Permitted Basket Transaction\u0094 shall mean the purchase or sale of, or the establishment of a long or short position in, a basket or index of
\nsecurities (or of a derivative financial instrument with respect to a basket or index of securities) that includes securities of the Company, in each case if such purchase, sale or establishment is permitted under the Company\u0092s policy on
\nhedging with respect to securities of the Company and other relevant policies, including insider trading policies, as announced from time to time.<\/font><\/p>\n<\/p>\n
     (x) A \u0093person\u0094 shall include, as applicable, any individual, estate, trust, corporation, partnership, limited liability company, unlimited liability
\ncompany, foundation, association or other entity.<\/font><\/p>\n
     (y) \u0093Retired Employee\u0094 shall have the meaning ascribed to such term in Section 2.2 hereof.<\/font><\/p>\n
     (z) \u0093Securities Act\u0094 shall mean the United States Securities Act of 1933, as amended from time to time.<\/font><\/p>\n
     (aa) \u0093Sole Beneficial Owner\u0094 shall mean a person who is the beneficial owner of Covered Shares, who does not share beneficial ownership of such Covered
\nShares with any other person (other than pursuant to this Agreement, the Non-Competition Agreement or applicable community property laws) and who is the only person (other than pursuant to applicable community property laws) with a direct economic
\ninterest in the Covered Shares. An economic interest of the Company (or of any other person with respect to which the Company has expressly agreed to in writing) as pledgee shall be disregarded for this purpose. A Covered Person that holds Covered
\nShares indirectly through a wholly-owned personal holding company shall be considered the \u0093Sole Beneficial Owner\u0094 of such Covered Shares, provided that such personal holding company is a Covered Person hereunder.<\/font><\/p>\n
     (bb) \u0093Subsidiary\u0094 shall mean any person in which Accenture SCA owns, directly or indirectly, at least a majority of the equity, economic or voting
\ninterest.<\/font><\/p>\n
     (cc) \u0093Transfer\u0094 shall mean any sale, transfer, pledge, hypothecation or other disposition, whether direct or indirect, whether or not for value, and shall
\ninclude any disposition of the economic or other risks of ownership of Covered Shares, including short sales of securities of the Company, option transactions (whether physical or cash settled) with respect to securities of the Company, use of
\nequity or other derivative financial instruments relating to securities of the Company and other hedging arrangements with respect to securities of the Company, in each such case other than Permitted Basket Transactions. <\/font><\/p>\n
     (dd) \u0093Transfer Restrictions\u0094 shall have the meaning ascribed to such term in Section 2.1 hereof.<\/font><\/p>\n
     (ee) \u0093Valuation Ratio\u0094 shall have the meaning ascribed to such term in the Articles of Association of Accenture SCA, as such ratio may be adjusted from
\ntime to time pursuant to the Articles of Association of Accenture SCA.<\/font><\/p>\n
     (ff) \u0093vote\u0094 shall include, without limitation, actions taken or proposed to be taken by written consent. <\/font><\/p>\n

\n<\/a>
\nSection 1.2. Gender<\/u>. For the purposes of this Agreement, the words \u0093he,\u0094 \u0093his\u0094 or \u0093himself\u0094 shall be interpreted to include the masculine, feminine and corporate, other entity or trust form.<\/font><\/p>\n<\/p>\n
ARTICLE II
\n
\n
\n<\/a>
\nLIMITATIONS ON TRANSFER OF SHARES<\/font><\/p>\n

\n<\/a>
\nSection 2.1.\u00a0\u00a0 Transfer Restrictions<\/u>.<\/font><\/p>\n
     (a) Each Covered Person agrees for the benefit of every other Covered Person that such Covered Person shall at all times be the Sole Beneficial Owner of all Covered
\nShares beneficially owned by such Covered Person as of or prior to the IPO Date (such requirements with respect to ownership of Covered Shares, collectively, the \u0093Transfer Restrictions\u0094). <\/font><\/p>\n

\n<\/a>
\nSection 2.2.\u00a0\u00a0 Release of Transfer Restrictions<\/u><\/font><\/p>\n
     (a) Notwithstanding Section 2.1, an Employee Covered Person may:<\/font><\/p>\n
\n
     (i) commencing on the date that is one year after the IPO Date, Transfer up to 10% of the aggregate number of Common Shares beneficially owned by such Employee
\nCovered Person as of the IPO Date;<\/font> <\/p>\n
     (ii) commencing on the date that is two years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to this paragraph (a)) of
\nup to 25% of the aggregate number of Common Shares beneficially owned by such Employee Covered Person as of the IPO Date;<\/font> <\/p>\n
     (iii) commencing on the date that is three years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to this paragraph (a))
\nof up to 35% of the aggregate number of Common Shares beneficially owned by such Employee Covered Person as of the IPO Date;<\/font> <\/p>\n
     (iv) commencing on the date that is four years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to this paragraph (a)) of
\nup to 45% of the aggregate number of Common Shares beneficially owned by such Employee Covered Person as of the IPO Date;<\/font> <\/p>\n
     (v) commencing on the date that is five years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to this paragraph (a)) of
\nup to 55% of the aggregate number of Common Shares beneficially owned by such Employee Covered Person as of the IPO Date;<\/font> <\/p>\n
     (vi) commencing on the date that is six years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to this paragraph (a)) of
\nup to 65% of the aggregate number of Common Shares beneficially owned by such Employee Covered Person as of the IPO Date; and<\/font> <\/p>\n
     (vii) commencing on the date that is seven years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to this paragraph (a))
\nof up to 75% of the aggregate number of Common Shares beneficially owned by such Employee Covered Person as of the IPO Date.<\/font> <\/p>\n<\/blockquote>\n
       (b) Notwithstanding Section 2.1, a Covered Person may Transfer any Common Shares beneficially owned by such Covered Person as of the IPO Date commencing
\non the later of (i) the date that is eight years after the IPO Date and (ii) the date that such Covered Person ceases to be an employee of the Company.<\/font><\/p>\n
       (c) Notwithstanding Section 2.1, an Employee Covered Person that retires at the age of 50 or older and is not in contravention of the Non-Competition
\nAgreement (a \u0093Retired Employee\u0094) may, following the first anniversary of the IPO Date:<\/font><\/p>\n
\n
     (i) if such Retired Employee retires at age 50, Transfer up to that number of Common Shares beneficially owned by such Retired Employee as of the IPO Date which is
\nequal to the product of (x) the aggregate number of Common Shares beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of Common Shares eligible for sale at the date of such retirement
\npursuant to paragraph (a) of Section 2.2 (the \u0093Base Eligible Sales\u0094) and (b) the product of (A) (1 minus Base Eligible Sales) multiplied by (B) 0.25; <\/font> <\/p>\n
     (ii) if such Retired Employee retires at age 51, Transfer up to that number of Common Shares beneficially owned by such Retired Employee as of the IPO Date which is
\nequal to the product of (x) the aggregate number of Common Shares beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible Sales and (b) the product of (A) (1 minus Base
\nEligible Sales) multiplied by (B) 0.375; <\/font> <\/p>\n
     (iii) if such Retired Employee retires at age 52, Transfer up to that number of Common Shares beneficially owned by such Retired Employee as of the IPO Date which
\nis equal to the product of (x) the aggregate number of Common Shares beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible Sales and (b) the product of (A) (1 minus Base
\nEligible Sales) multiplied by (B) 0.50; <\/font> <\/p>\n
     (iv) if such Retired Employee retires at age 53, Transfer up to that number of Common Shares beneficially owned by such Retired Employee as of the IPO Date which is
\nequal to the product of (x) the aggregate number of Common Shares beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible Sales and (b) the product of (A) (1 minus Base
\nEligible Sales) multiplied by (B) 0.625; <\/font> <\/p>\n
     (v) if such Retired Employee retires at age 54, Transfer up to that number of Common Shares beneficially owned by such Retired Employee as of the IPO Date which is
\nequal to the product of (x) the aggregate number of Common Shares beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible Sales and (b) the product of (A) (1 minus Base
\nEligible Sales) multiplied by (B) 0.75; <\/font><\/p>\n
 <\/font><\/p>\n
\n
     (vi) if such Retired Employee retires at age 55, Transfer up to that number of Common Shares beneficially owned by such Retired Employee as of the IPO Date which is
\nequal to the product of (x) the aggregate number of Common Shares beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible Sales and (b) the product of (A) (1 minus Base
\nEligible Sales) multiplied by (B) 0.875; and <\/font> <\/p>\n
     (vii) if such Retired Employee retires at age 56 or above, Transfer 100% of the Common Shares beneficially owned by such Retired Employee as of the IPO Date.<\/font>\n<\/p>\n<\/blockquote>\n
     A Retired Employee may also Transfer the Common Shares beneficially owned by such Retired Employee as of the IPO Date in accordance with paragraph (a) of this
\nSection 2.2 as if such Retired Employee were an Employee Covered Person.<\/font><\/p>\n
     Following the first anniversary of the IPO Date, a Retired Employee that reaches the age of 56 may also Transfer 100% of the Common Shares beneficially owned by
\nsuch Retired Employee as of the IPO Date.<\/font><\/p>\n
     (d) Notwithstanding Section 2.1, a Covered Person that becomes disabled while an employee of the Company (a \u0093Disabled Employee\u0094) prior to May 31, 2001 (or
\nsuch other date that the Accenture SCA Partners Committee shall declare to be the date of the consummation of the Company\u0092s transition to a corporate structure), may Transfer 100% of Common Shares beneficially owned by such Disabled Employee as
\nof the IPO Date, following the first anniversary of the IPO Date. A Covered Person that becomes a Disabled Employee following May 31, 2001 (or such other date that the Accenture SCA Partners Committee shall declare to be the date of the consummation
\nof the Company\u0092s transition to a corporate structure) may (i) if such Disabled Employee becomes disabled prior to reaching the age of 50, Transfer Common Shares beneficially owned by such Disabled Employee as of the IPO Date in accordance with
\nthe provisions of paragraph (a) of this Section 2.2 as if such Disabled Employee were an Employee Covered Person and (ii) if such Disabled Employee becomes disabled after reaching the age of 50, Transfer Common Shares beneficially owned by such
\nDisabled Employee as of the IPO Date in accordance with the provisions of paragraph (c) of this Section 2.2 as if such Disabled Employee were a Retired Employee.<\/font><\/p>\n
     (e) Notwithstanding Section 2.1, a Covered Person may Transfer Common Shares beneficially owned by such Covered Person as of the IPO Date pursuant to bona fide
\npledges of Common Shares approved by Accenture SCA in writing and any foreclosures thereunder, provided that the pledgee has agreed in writing with Accenture SCA (any such agreement to be satisfactory to Accenture SCA in its sole discretion) that
\nAccenture SCA shall have a right of first refusal to purchase such Common Shares at the market price prior to any sale of such Common Shares by such pledgee.<\/font><\/p>\n
     (f) Notwithstanding Section 2.1, commencing on the third anniversary of May 31, 2001 (or such other date that the Accenture SCA Partners Committee shall declare to
\nbe the date of the consummation of the Company\u0092s transition to a corporate structure), the Common Shares are redeemable at the option of the Covered Person for a redemption price per share equal to the lower of (i) the Valuation Ratio
\nmultiplied by the Market Price of an Accenture Ltd Class A Common Share and (ii) one United States dollar.<\/font><\/p>\n<\/p>\n

\n<\/a>
\nSection 2.3.\u00a0\u00a0 Certain Additional Restrictions<\/u>.<\/font><\/p>\n
     Each Covered Person agrees for the benefit of every other Covered Person that for so long as such Covered Person is an Employee Covered Person, such Covered Person
\nwill comply with any restrictions on Transfer relating to Common Shares imposed by the Company and notified to such Covered Person from time to time to enable the Company or any party to an agreement with the Company to (i) account for a business
\ncombination by the pooling of interests method or (ii) pursuant to the Company\u0092s insider trading policies from time to time.<\/font><\/p>\n

\n<\/a>
\nSection 2.4.\u00a0\u00a0Holding of Covered Shares in Custody and\/or in Nominee Name; Legend on Certificates; Entry of Stop Transfer Orders<\/u>. <\/font><\/p>\n
     (a) Each Covered Person understands and agrees that all Covered Shares beneficially owned by such Covered Person (in each case other than Covered Shares held of
\nrecord by a trustee in a compensation or benefit plan administered by the Company and other Covered Shares that have been pledged to the Company (or to a third party agreed to in writing by the Company) to secure the performance of such Covered
\nPerson\u0092s obligations under any agreement with the Company (or with any other person with respect to which the Company has expressly agreed to in writing)) shall, at the sole discretion of the Accenture SCA Partners Committee, be registered in
\nthe name of a nominee for such Covered Person and\/or shall be held in the custody of a custodian until otherwise determined by the Accenture SCA Partners Committee or until such time as such Covered Shares are released pursuant to paragraphs (e) or
\n(f) of this Section 2.4 and, by his signature hereto, each Covered Person appoints the Accenture SCA Partners Committee, and each member thereof individually, with full power of substitution and resubstitution, his true and lawful attorney-in-fact
\nto assign, endorse and register for transfer into such nominee\u0092s name or deliver to such custodian any such Covered Shares which are not so registered or so held, as the case may be, and to enter into any custody agreement with respect to such
\nCovered Shares, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the
\nintent of this paragraph (a) of this Section 2.4 as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney.
\nIt is understood and agreed by each such Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to all Covered Shares of such Covered Person, and held of record by another
\nperson, for the period beginning on the date hereof and ending on the date this Agreement shall have been terminated pursuant to Section 5.1(a) hereof. The form of the custody agreement and the identity of the custodian and\/or nominee shall be as
\ndetermined by the Accenture SCA Partners Committee from time to time.<\/font><\/p>\n
     (b) Whenever any nominee holder shall receive any dividend or other distribution in respect of any Covered Shares, satisfied otherwise than in Covered Shares, the
\nAccenture SCA Partners Committee will give or cause to be given notice or direction to the applicable nominee and\/or custodian referred to in paragraph (a) to permit the prompt distribution of such dividend or distribution to the beneficial owner of
\nsuch Covered Shares, net of any tax withholding amounts required to be withheld by the nominee, unless the distribution of such dividend or distribution is restricted by the terms of another agreement between the Covered Person and the Company (or
\nwith any other person with respect to which the Company has expressly agreed in writing) known to the Accenture SCA Partners Committee.<\/font><\/p>\n<\/p>\n
     (c) Each Covered Person understands and agrees that any share certificate representing Covered Shares beneficially owned by such Covered Person, and any agreement
\nor other instrument evidencing restricted share units, options or other rights to receive or acquire Covered Shares beneficially owned by such Covered Person, may bear a legend noted conspicuously on each such certificate, agreement or other
\ninstrument reading substantially as follows: <\/font><\/p>\n