Partner Employment Agreement - Accenture plc and R. Timothy S. Breene
PARTNER EMPLOYMENT AGREEMENT
THIS AGREEMENT is made the 5th June 2001 between Accenture plc, a company
registered in Gibraltar with registered number 79571, having its principal place
of business at 60 Queen Victoria Street, London, EC4N 4TW ("the Company") and
_____________________ ("the Employee").
IT IS AGREED that the Company shall employ the Employee on the following terms
and conditions:
Period of Employment
1. The employment under this agreement started on and from 5 May 2001
("the Commencement Date"). The employment shall be for an indefinite
period and (unless terminated in accordance with clause 34 or 35 below)
shall continue until the Company terminates it by giving to the
Employee not less than 6 months' notice in writing or the Employee
giving to the Company 90 days notice in writing. Notice may be given at
any time. The Company reserves the right at its discretion to terminate
the Employee's employment without notice by paying salary in lieu of
notice plus in respect of the loss of opportunity to earn bonus during
the 6 months notice period a sum equal to 50% of the annual target
bonus notified to the Employee for the financial year in which
termination occurred.
Duties
2. The Employee shall serve the Company in the role of Partner and shall
at all times comply with the lawful and reasonable directions of the
Board.
3. The Employee shall (a) devote his/her full time and attention during
his/her hours of work to the business and affairs of the Company and
any Associated Company for whom he/she is required to perform duties;
the Employee's hours of work shall be normal business hours Monday to
Friday (unless either the Employee has a pre existing arrangement to
work part time - in which case such arrangement shall continue as
before - or the Employee and the Company agree such an arrangement in
the future) and such additional hours as may be necessary for the
proper performance of his/her duties (b) shall not without the prior
written consent of the Company directly or indirectly carry on or be
engaged concerned or interested in any other business trade or
occupation except to the extent that details of the said activities had
been notified to "Accenture A" prior to 4 May 2001.
4. The Employee's normal place of work is London or such other place of
business of the Company or any Associated Company as the Company may
reasonably determine from time to time within the United Kingdom. As a
consequence of project assignments, the Employee may be required and
hereby agrees to perform duties at other premises of the Company or
Associated Company or at the premises of clients of the Company or
Associated Company when so reasonably requested or directed.
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5. The Employee shall comply with all rules or codes of conduct in force
from time to time required by any regulatory body in relation to the
business of the Company or any Associated Company or the status of the
Employee or which the Company shall reasonably determine are necessary
for the proper functioning of its business. The Employee shall also
comply with all Accenture policies which are applicable to him/her from
time to time and as amended or replaced from time to time.
6. The Employee hereby acknowledges that, in the event the Employee gives
or receives notice to terminate his/her employment if required by the
Company or Associated Company to protect the business and commercial
interests of the Company or Associated Company, the Company or
Associated Company may require the Employee during this employment to
remain away for a period not exceeding the period of notice from the
premises of the Company or Associated Company or any client, provided
always that during any such period the Company or Associated Company
shall continue to pay Salary referred to in clause 7 and provide all
benefits referred to in clauses 8, 9, 11 and 12 of this agreement and
the Employee hereby agrees (a) that the Company or Associated Company
shall be under no obligation to provide the Employee with any work to
perform or duties to discharge during such period; and (b) that all the
Employee's obligations under this agreement, except for his/her
obligation under clause 3(a) remain in full force and effect during
such period.
Remuneration and benefits
7. The Company shall pay the Employee during his employment a gross salary
of(British pound sterling) _______ per annum ("Salary") subject to
statutory deductions. Salary shall be paid by equal monthly instalments
in arrears by credit transfer to the Employee's bank or building
society account. The remuneration structure for the Company (in line
with that for employees and other individuals employed or engaged at a
level equivalent to that of the Employee) is intended to reflect the
profitability of the Group. To reflect this philosophy, the Salary
shall be reviewed on an annual basis with effect from 1 September each
year and maybe increased by such amount as the Company may determine
however the Employee acknowledges that at the Company's discretion the
Salary may also be reduced following such review by such amount as the
Company may determine.
8. The Company may pay the Employee during his/her employment a bonus at
its absolute discretion at such times and of such amounts as it may
decide from time to time if at all.
9. The Employee will be provided with access to the Accenture Retirement
Savings Plan ("the Plan") which will provide (subject to and in
accordance with the rules of that Plan) a lump sum death in service
benefit of four times the "permitted maximum" as defined in section
590C of the Income and Corporation Taxes Act 1988. The Company shall
also provide the Employee with personal life assurance cover to provide
a payout of (British pound sterling) _________ (subject to the
deduction of any applicable taxes) in case of the Employee's death
while employed, PROVIDED THAT it is a condition of such benefit being
provided that
(1) the Employee complies with any requirements of the relevant
insurers including any requirements relating to medical
examination or medical records;
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(2) if the Employee undertakes any hazardous sporting activities
as a result of which the insurer requires an additional
premium the additional premium will be met by the Employee;
and
(3) if the medical condition of the Employee becomes such that the
Company is unable to secure cover at rates (which in the
opinion of the Board) are reasonable the Company may at its
absolute discretion cease to provide such benefits.
The Employee is not entitled to any other pension or retirement
benefits whether under the Plan or otherwise in respect of his/her
employment and any additional life cover or retirement benefits which
the Employee chooses to have or which he/she may be required to have
will be at the Employee's own cost. There is no contracting out
certificate in force in respect of the Employee's employment hereunder.
Membership of the Plan shall be subject to the rules of the Plan in
force from time to time and to the right of the Company to vary amend
or discontinue the Plan at any time.
10. The Employee shall be invited to participate in such stock, stock
option or similar incentive plans as the Board may in its discretion
determine from time to time. The Employee's rights under any such plan
shall be determined in accordance with the rules of such plan and do
not form part of the Employee's rights under this contract.
Medical Insurance
11. At the option of the Employee the Company shall provide the Employee
and his/her spouse and children under 18 (or 21 if in full time
education) during the employment with the benefit of membership of the
Company's private medical expenses insurance scheme subject to the
insurers of such scheme being willing to accept the Employee, his/her
spouse and children into membership on reasonable terms.
Holiday Entitlement
12. With effect from 1 September 2001, the Employee is entitled to holiday
amounting to 25 working days during the 12 month period beginning 1
September each year (the "Year"). This entitlement accrues at the rate
of 2 1/2 days for each complete calendar month of employment. If at the
conclusion of the Year, the Employee's accrued entitlement to holiday
exceeds 5 days, then that entitlement to holiday in excess of 5 days
(which may be carried forward) shall be forfeited and no payment shall
be due in respect of that forfeiture.
13. Upon the cessation of this employment, the Employee will receive
payment in respect of any holiday entitlement which has accrued under
clause 12 but which has not been taken. In the event that the Employee
has taken holiday in excess of accrued entitlement, then the
appropriate deduction will be made from Salary or from other sums due
to the Employee as a result of this employment. For the avoidance of
doubt on termination there will be no payment in respect of any holiday
entitlement which the Employee carried over from periods prior to the
Commencement Date or in respect of any holiday accrued between the
Commencement Date and 1 September 2001.
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14. The Employee is entitled to take the eight statutory public holidays in
force in the United Kingdom without deduction from Salary. The Employee
may on exception be required to work on a statutory public holiday.
Reasonable notice of this requirement will be given.
15. For the avoidance of doubt, the accrual of entitlement to holiday
beyond 20 days (the minimum holiday entitlement under the Working Time
Regulations 1998, which includes public holidays) shall cease if the
Employee is absent from work for a period which exceeds 3 months.
Sickness
16. In the event that the Employee is unable to carry out his duties by
reason of sickness or injury he/she shall be entitled to statutory sick
pay in accordance with the relevant statutory rules. In addition
subject to complying with the Company's procedures relating to the
notification and certification of periods of absence from work the
Employee shall continue to be paid in accordance with the Accenture
policy for sick pay, as such policy may be amended or replaced from
time to time.
17. Once the Employee has received his/her full entitlement to sick pay as
specified above the Company may terminate the employment by giving not
less than the statutory minimum notice required under the Employment
Rights Act 1966.
18. If any incapacity of the Employee shall be caused by an alleged action
or wrong of a third party and the Employee shall decide to claim
damages in respect thereof, then the Employee shall use all reasonable
endeavours to recover damages for loss of earnings over the period for
which Salary and Bonus has been or will be paid to him by the Company
under Clause 16, and shall account to the Company for any such damages
recovered (in an amount not exceeding the actual Salary and Bonus paid
or payable to him by the Company under Clause 16 in respect of the said
period) less any costs borne by him in achieving such recovery. The
Employee shall keep the Company informed of the commencement, progress
and outcome of any such claim.
Expenses
19. Subject always to the Company's policies, the Employee will be
reimbursed for all reasonable out-of-pocket expenses incurred as a
result of, and in the course of, this employment and is provided with
an expense account for this purpose. The Company or Associated Company
reserves the right to correct an adverse expense account balance by
making the necessary deductions from any amounts due to the Employee
from the Company.
20. The Company or any Associated Company reserves the right to deduct from
Salary any amount which is incurred on behalf of the Employee (i) to
maintain such compulsory insurance as may be required from time to
time; (ii) to lease or otherwise provide any vehicle which is provided,
in accordance with any relevant policy in force from time to time, for
the Employee's use; or (iii) to meet other expenses incurred on behalf
of the Employee.
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Company Property and Confidentiality
21. The Employee must not make use of, divulge or communicate to any person
(other than with proper authority) any of the trade secrets or other
confidential information of or relating to the business and the
financial affairs of the Company or Associated Company or any of their
clients or suppliers, including (but not limited to) details of
clients, product details, technical information and data, prices,
discounts, or terms of business which the Employee may receive or
become aware of as a result of being in this employment. This
obligation of confidentiality will continue to apply without limit of
time after the termination (for whatever reason) of this employment.
Further, the Employee will also be required to comply with the terms of
any Accenture Policies relating to the protection of confidential
information from time to time.
Proprietary Rights/Inventions
22. The Employee acknowledges that he/she may be involved in devising,
creating or developing intellectual property in the course of his/her
duties and that in this respect the Employee has a special
responsibility to further the interests of the Company and the
Accenture organisation. Any proprietary or intellectual property rights
whatsoever, including without limitation, patents, copyright and design
rights in the results of, the development and the application of all
work produced by the Employee during or in consequence of this
employment, whether alone or in conjunction with others and whether
during normal working hours or not, including (but not limited to) any
invention, design, discovery or improvement, computer program,
documentation, confidential information, copyright work or other
material which the Employee conceives, discovers or creates during or
in consequence of this employment with the Company or Associated
Company (the "Intellectual Property Rights") shall belong to the
Company absolutely or such other party as it may nominate from time to
time. The Employee shall promptly disclose to the Company or Associated
Company in writing details of the Intellectual Property Rights and in
the event of termination of his/her employment, the Employee or his/her
personal representatives shall deliver up to the Company or Associated
Company all documents and data of any nature relating to the
Intellectual Property Rights. The Employee agrees, at the Company or
Associated Company's expense, to provide, during and after this
employment, all such assistance as the Company or Associated Company
reasonably considers necessary, to secure the vesting of the
Intellectual Property Rights in the Company or Associated Company or
its nominees. Further, the Employee will also be required to comply
with the terms of any Accenture Policies relating to the protection of
intellectual property from time to time. The provisions of this clause
22 are without prejudice to Section 39-44 of the Patents Act 1977.
Data Protection
23. The Employee acknowledges that he/she has read the current Accenture
Data Privacy Policy applicable to the Employee. The Employee consents
to the processing of personal data relating to the Employee in
accordance with the Policy.
24. In particular, the Employee consents to:
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24.1. the processing of sensitive personal data about him or her to the
limited extent, and for the purposes described in the Policy; and
24.2. the transfer worldwide of personal data held about him or her by
Accenture to other employees and offices of Accenture's global
organisation and to third parties where disclosure to such third
parties is required in the normal course of business or by law.
25. The references to information "about him or her" include references to
information about third parties such as a spouse and children (if any)
which are provided to Accenture by the Employee on their behalf. The
reference to "sensitive personal data" is to the various categories of
personal data identified by European data privacy laws as requiring
special treatment, including in some circumstances the need to obtain
explicit consent. These categories comprise personal data about racial
or ethnic origin, political opinions, religious or other similar
beliefs, trade union membership, physical or mental health, sexual life
or criminal record.
26. 1n addition, the Employee agrees to treat any personal data relating to
other employees of the Company or Associated Company to which he or she
has access in the course of his or her employment, in accordance with
the Data Privacy Policy and all legal requirements. In particular, the
Employee will not use any such data other than in connection with and
to the extent necessary for the purposes of his or her employment. Any
infringement will result in the invoking of the Accenture Disciplinary
Policy.
Standards of Conduct and Behaviour
27. The Employee is required to comply with all the current "Accenture"
policies including those policies published on the "Accenture Partners
Policy Data base" and the "Accenture Policies Data base" relating to
conduct and behaviour which are applicable to him or her from time to
time and as such policies may be amended or replaced from time to time.
28. The Employee will comply with the policies applicable to him from time
to time in relation to entering into any contract or similar commitment
or signing any document in the name of or on behalf of the Company or
Associated Company and is excluded from doing other than as authorised.
29. The Employee must return to the Company or Associated Company on
request and, in any event, on termination of his/her employment, all
documents and tangible items, including books, records, tapes, magnetic
media, photos, correspondence and other papers or electronic records of
whatsoever nature, kept or made by employees relating to the business
of the Company or Associated Company or its clients (without taking
copies or extracts thereof) which belong to the Company or Associated
Company or which contain or refer to any confidential information
relating to the Company or Associated Company and which are in the
Employee's possession or control.
30. The Employee hereby agrees that the designation "Partner" confers no
authority to bind the Company or Associated Company and such authority
will not be inferred in any statement or representation made to third
parties by the Employee. The Employee will at
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all times make it clear to third parties that he/she acts as an
employee of the Company and he/she does not act as a partner of any
partnership.
Working Overseas on behalf of the Company
31. The Employee may be required by the Company or Associated Company to
work outside the UK. All employees of Company or Associated Company
working overseas do so in accordance with the provisions of the Company
or Associated Company's Inter and Intra Area Assignment Policies as
applicable to him/her from time to time and as amended from time to
time.
32. The Employee agrees that, in order to make tax equalisation payments
during the assignment, the normal UK tax withholding (PAYE) will be
replaced with hypothetical tax withholding and the Employee hereby
authorises the Company or Associated Company to withhold hypothetical
tax (as defined in the Tax Equalisation Policy) from the Employee's
salary on a monthly basis.
Periods of Leave
33. The Employee shall be able to take such paid and/or unpaid leave during
periods of absence due to pregnancy, childbirth, paternity, other
family related reasons or in such other circumstances as may be
specified in the Accenture policies applicable to him or her from time
to time, as such policies may be amended or replaced from time to time.
Termination
34. The Company will introduce a non-contractual disciplinary procedure
which will apply to Employees who serve the Company in the role of
partner, a copy of which will be made available to the Employee on
request.
35. The Employee's employment shall terminate with immediate effect on the
last day of the month in which the Employee's 62nd birthday occurs.
36. If the employment of the Employee is terminated by reason of the
liquidation of the Company for the purposes of reconstruction or
amalgamation or as part of any arrangement for the amalgamation or
reconstruction of the Company not involving insolvency and the Employee
is offered employment with any concern or undertaking resulting from
such reconstruction or amalgamation on terms and conditions which taken
as a whole are not less favourable than the terms of this agreement the
Employee shall have no claim against the Company in respect of such
termination.
37. On termination the Employee shall:
(a) at the request of the Board immediately resign any
directorship or office the Employee may hold by virtue of the
Employee's employment hereunder (without prejudice to any
claims he/she may have for damages for breach of this
agreement) and in the event of his/her failure to do so the
Company is irrevocably
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authorised to appoint some person in his/her name and on
his/her behalf to sign and deliver such resignations to the
Board; and
(b) immediately repay all outstanding debts and loans due to the
Company or any Associated Company and the Company is hereby
authorised to deduct from any monies due to the Employee a sum
in repayment of all or any part of any such debts or loans;
and
(c) The Employee must return to the Company or Associated Company
on request and, in any event, on termination of his/her
employment, all documents and tangible items as more
particularly described in clause 29.
Past termination undertakings
38. In clause 39
"Old Accenture" means the worldwide business which was, as at 18 April
2001, conducted through the Accenture Partners Societe Co-operative and
the member firm inter firm organisation structure;
"Client" means any person, firm, corporation or other organisation
whatsoever for whom the Company, any Associated Company or Old
Accenture provided services and with whom the Employee had contact
during the course of the 12 months immediately preceding the
Termination Date;
"Competitive Enterprise" means any business which provides at the
Termination Date or which intends to provide during the 12 months
following the Termination Date services or advice which are or is
similar to the services or advice provided by the Company, Associated
Company or Old Accenture as at the Termination Date including but not
limited to any such business conducted by the entities identified in
schedule 2 of this Agreement, as such schedule is amended from time to
time (or any affiliate of such entity);
"Consulting Services" means any services of whatsoever nature
(including but not limited to consulting services) provided to any
Client by the Company, any Associated Company or Old Accenture as at
the Termination Date and in connection with which the Employee was
involved during the 12 months immediately preceding the Termination
Date;
"Prospective Client" means any person, firm, corporation or other
organisation whatsoever who is not a Client but with whom the Company,
any Associated Company or Old Accenture had negotiations or discussions
in which, the Employee was involved regarding the possible supply of
services or advice during the 12 months immediately preceding the
Termination Date;
"Restricted Employee" shall mean any employee of "Manager" grade or
above who was employed by the Company or any Associated Company at the
Termination Date and was
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an employee with whom the Employee had dealings or supervised during
the 12 month immediately prior to the Termination Date.
"Termination Date" means the date of termination of the Employee's
employment.
39. The Employee hereby agrees that for a period of 12 months following the
Termination Date the Employee shall not:
39.1. in connection with the provision of Consulting Services within the
United Kingdom become employed or engaged by or in any way become
associated with (including but not limited to, association as sole
proprietor, owner, partner, principal, investor, joint venturer,
shareholder, member or consultant) any Competitive Enterprise provided
that with respect to the equity of any Competitive Enterprise which is
or becomes publicly traded, the Employee's ownership as a passive
investor of less than 1% of the outstanding publicly held stock of a
Competitive Enterprise shall not be deemed a violation of this clause
39.1;
39.2. in connection with any Competitive Enterprise and whether directly or
indirectly and whether on his own behalf or on behalf of any other
person:
39.2.1 provide Consulting Services to any Client or Prospective
Client;
39.2.2 solicit or seek to solicit or entice away from the Company or
any Associated Company, any Client or Prospective Client;
39.2.3 solicit or seek to solicit or entice away or assist any third
party to solicit or seek to solicit or entice away from the
Company or any Associated Company any Restricted Employee.
40. The periods during which clause 39.1 and 39.2 are expressed to operate
shall each be reduced by such period as the Employee shall have
complied with a direction to perform no duties and/or not to enter all
or any premises of the Company or any Associated Company in accordance
with clause 6.
41. The undertakings contained in clause 39.1, 39.2.1, 39.2.2 and 39.2.3
are intended to be separate and severable and enforceable as such.
Miscellaneous
42. The Employee warrants that he/she has lawful authority to work in the
UK and that by entering into this agreement he/she is not and will not
be in breach of any express or implied term of any contract court order
or any other legal obligation.
43. The Company shall be entitled at any time during the employment to set
off and/or make deductions from the Employee's salary or other sums due
to him/her monies due to the Company or any Associated Company in
respect of any overpayment debt or other monies due from him.
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44. The Schedule to this agreement (which does not form part of the
agreement) sets out those particulars of employment required by s. l
Employment Rights Act 1996 which are not otherwise provided for in this
agreement.
45. Nothing in this agreement shall constitute or be construed as
constituting or establishing any partnership or joint venture between
the parties hereto for any purpose whatsoever.
Variation of Contract
46. The Company reserves the right on giving reasonable notice to the
Employee to vary the terms of this contract.
Definitions and interpretation
47. In this agreement unless the context otherwise requires:
"Affiliate" means in relation to any Legal Entity, any other Legal
Entity which from time to time Controls, is Controlled by or is under
common Control with that Legal Entity; an Affiliate of the Company
includes Accenture Ltd (a Company incorporated in Bermuda) and any
Affiliate of or successor entity of Accenture Ltd;
"Associated Company" means any legal Entity (other than the Company)
which is in the Group provided that in clause 38 and 39 "Associated
Company" shall not extend to cover any such company or Legal Entity in
respect of which the Employee does not carry out material duties in the
period of 12 months prior to the termination of the employment;
"Control" means the ability to direct the affairs of another whether by
way of contract, ownership of shares or otherwise howsoever, and
"Control" and "Controlled" shall be construed accordingly;
"Group" means the Company a subsidiary or holding company for the time
being of the Company or an Affiliate of any of the foregoing from time
to time;
"Legal Entity" means any body corporate or partnership or
unincorporated association carrying on a trade or other activity with
or without a view to profit;
"holding company" or "subsidiary" shall have the meanings ascribed to
them by s736 Companies Act 1985 (as amended);
"Board" means the Board of Directors for the time being of the Company
including any duly appointed committee thereof or the directors present
at a meeting of the directors of the Company at which a quorum is
present but excluding the Employee.
48. In this agreement the headings are for convenience only and shall not
affect its construction or interpretation. References to clauses are
references to clauses in this agreement and references to a person
shall where the context permits include reference to a corporate body
or an unincorporated body of persons. Any word which denotes the
singular shall where the context permits include the plural and vice
versa and any word
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which denotes the masculine gender shall where the context permits
include the feminine and/or the neuter genders and vice versa. Any
reference to a statutory provision shall be deemed to include a
reference to any statutory amendment modification or re-enactment.
Governing Law and Arbitration
49. This Agreement contains the entire understanding between the parties
and supersedes all (if any) subsisting agreements arrangements and
understandings (written or oral) relating to the employment of the
Employee and all such agreements arrangements and understandings shall
be deemed to have been terminated by mutual consent. Any dispute
arising out of the Employee's employment with the Company (or the
termination thereof) other than a dispute in relation to the provisions
of clause 38 or 39 shall be referred to and finally resolved by
confidential arbitration under the Rules of the London Court of
International Arbitration (the "LCIA"). The arbitral tribunal shall
consist of three arbitrators, one of whom shall be nominated by the
Employee and another of whom shall be nominated by the Company. The
third shall be the Chairman who shall be jointly nominated by the
Employee and the Company or, in the event they are unable to agree
within a reasonable period, by the other two arbitrators. The
arbitrators, including the Chairman, may be of any nationality. The
place and seat of any arbitration shall be London, England. Judgement
on any award may be entered in any court of competent jurisdiction
50. This Agreement is governed by and shall be construed in accordance with
English law.
SIGNED on behalf of the Company by
SIGNED by the Employee
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