Employment Agreement - Accenture Australia Ltd. and David R. Hunter
[Accenture Letterhead]
14 May 2001
C/-Sydney Office
Dear ____________
I am pleased to confirm the offer to you of employment with Accenture Australia
Ltd (Accenture) in the position of Partner. The terms of this offer are set out
in this letter.
Commencement and term
1. Your employment with Accenture will start on 25 May 2001, and will
continue until terminated by you or Accenture.
Duties
2. As a Partner of Accenture, you will be a leader of Accenture's business
and, as such, your responsibilities will include:
(a) managing and supervising the provision of consulting services
to Accenture's clients;
(b) participating in the management and administration of
Accenture and any Affiliate to the extent reasonably required;
and
(c) participating in practice development activities in your area
of expertise and other areas of general importance to
Accenture.
3. Your general duties to Accenture include duties to:
(a) comply with the lawful and reasonable directions of the board
of Accenture (the Board), its delegates or such other person
or group which Accenture may nominate from time to time -
these directions may take a number of forms including specific
directions to you or a group of partners, and may also include
the standing directions set out in Accenture's policies, which
can be found on the Accenture Policies database;
(b) devote your full time and attention to the business and
affairs of Accenture and any Affiliate for which you are
required to perform duties;
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(c) refrain from directly or indirectly carrying on or being
engaged concerned or interested in any other business trade or
occupation without Accenture's written consent, such consent
not to be withheld unreasonably.
4. Your normal place of work will be Accenture's offices at Sydney or such
other office of Accenture or any related company or client as Accenture
may reasonably require.
5. Accenture may at its discretion require you to refrain from performing
some or all of your day-to-day responsibilities on full pay if it
regards it to be in its best interests to do so.
Hours of Work
6. The standard working week of Accenture is 40 hours, based on 8 hours
per day, Monday to Friday. It is understood, however, that hours may
vary in order to comply with Accenture's commitment to the highest
standard of professional performance. Your salary represents payment
for all those hours so worked.
Remuneration and benefits
7. You will be entitled to base compensation, which will be subject to
statutory deductions and will comprise a number of elements, which may
include:
(a) voluntary superannuation contributions;
(b) non-cash benefits which you elect to receive as a component of
your base compensation (e.g. provision of a car in accordance
with Accenture's Car Plan and provision of car parking at work
- details of these benefits can be obtained from the Employee
Benefits Group);
(c) Fringe Benefits Tax, luxury vehicle tax and other taxation
cost (including the non-deductibility of lease costs for
luxury cars in certain circumstances) which is payable on or
incurred in connection with the non cash benefits referred to
in paragraph (b); and
(d) a taxable salary.
Attached is a compensation summary which sets out the components of
your base compensation at the date of this letter. Your salary for the
period 25 May to 31 May 2001 will be paid on or before 31 May.
Thereafter, your salary for each calendar month will be paid on or
before the 15th of the month by equal monthly instalments directly into
a bank or building society account nominated by you. Salary advice
slips are issued within two working days. Without limiting any other
right, if you are overpaid, you agree that Accenture may in
consultation with you recover on a reasonable basis the amount of the
overpayment from one or more subsequent monthly instalments of salary.
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8. The amount of your base compensation will be reviewed every year in
accordance with Accenture's policies on partner compensation, and any
increase or decrease to your base compensation as a result of this
review will take effect from the following 1 September.
9. In addition to your base compensation, Accenture will make on your
behalf superannuation contributions required by relevant superannuation
legislation. You may also direct part of your base compensation to
additional voluntary superannuation contributions. The amount of these
contributions will be the amount as may be agreed by you and Accenture.
10. As a partner, in addition to your base compensation, Accenture may pay
to you a bonus. The details of any such bonus will be provided to you
separately. The decision about whether you receive a bonus and, if so,
the form, value and timing of the bonus are to be determined by
Accenture in its absolute discretion.
Previously accrued leave
11. You may have accrued a leave entitlement as a partner of the Accenture
partnership until 24 May 2001. The amount of that accrued but untaken
leave (less the amount of the accrual which was credited to you in
advance in respect of the period from 25 May 2001 to 31 August 2001),
will be assumed by Accenture and will be able to be taken by you
subject to specific expiry dates of which you have been advised. If you
have not taken this previously accrued leave before the expiry date, or
your employment with Accenture terminates, you will forfeit any
entitlement to this leave or payment in respect of it.
Annual Leave
12. As a Partner of Accenture, you will be entitled to annual leave of 20
working days per year of service. This entitlement will accrue in 24
equal instalments. When 6 weeks of leave has accrued, you may be
required to take a holiday to reduce your accrued leave entitlements.
13. You will be required to pay back to Accenture on termination any annual
leave taken in excess of your accrued entitlement. Accenture may deduct
this amount from any amount due to you on termination.
Sickness
14. You will (if employed on a full-time basis) be entitled to 10 days'
sick leave for each year of service, and this entitlement will accrue
from year to year. Accenture does not make any payment in lieu of
accrued but untaken sick leave. If you are employed on a part-time
basis, you will accrue sick leave on a pro rata basis.
Long Service Leave
15. You will be entitled to long service leave in accordance with relevant
legislation and Accenture policies, which are set out in the Accenture
Policies database. Your period of service for the purpose of
calculating long service leave will commence on 25 May 2001.
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No loading is paid on long service leave, and long service leave will
not accrue in respect of periods of unpaid leave of any kind.
Parental Leave
16. You will be entitled to parental leave in accordance with relevant
legislation and Accenture policies after the birth or adoption of a
child.
Insurances
17. Accenture provides a comprehensive insurance program for partners. The
details of this program are set out in Accenture's policy, and
currently provide the following types of insurance:
(a) life insurance;
(b) long term disablement insurance (payments to this program are
payable by you and details will be advised by Partner
Matters);
(c) accidental death and dismemberment insurance;
(d) travel insurance cover;
(e) personal accident insurance; and
(f) medical and repatriation expenses.
The types of insurance and the terms on which they are provided may
change from time to time.
Equal Employment Opportunity
18. Accenture is an equal opportunity employer. Accenture's EEO policy
reflects the spirit and intent of related Federal and State legislation
in Australia. You have the right to be treated equitably, and you also
have the responsibility to respect the rights of your fellow partners
and other Accenture employees, by supporting and promoting the
achievement of equal opportunity.
Occupational Health & Safety
19. Accenture is concerned to ensure the safety and well being of its
partners and employees while at work. For this reason, each office has
appointed an Occupational Health & Safety Co-ordinator who is
responsible for ensuring that our physical facilities and our general
activities meet the requirements of Federal and State occupational
health and safety legislation. Each of us must ensure that our
activities involve no risk to ourselves or to our fellow partners and
employees. Accenture's workplace is a smoke free environment.
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Confidentiality
20. During the course of your employment and following termination of your
employment for any reason, you are required not to use, reproduce or
disclose to any person, firm or company any information coming into
your knowledge or possession which relates to the affairs or the
business of Accenture or any client or to the work performed by you,
except in so far as that use, reproduction or disclosure may be
necessary for the proper performance of your duties. This obligation
includes, without limitation, the names and addresses of any client or
business associate, affiliate or employee of Accenture and information
relating to methods of operation, marketing, finance, fees, costs,
business systems and techniques of Accenture or its clients, but
excludes information which is in the public domain at the time of your
receipt of that information or which subsequently enters the public
domain other than by reason of a breach of this obligation by you. You
must also use your best endeavours to prevent the unauthorized use,
copying or disclosure of the information referred to above by third
parties.
Ownership of Inventions
21. All inventions, ideas, concepts, discoveries, techniques and
improvements (including without limitation computer software)
("Inventions") which you may conceive or develop (whether alone or not)
during the period of your employment (whether or not during business
hours) and which relates to or is connected with any of the matters
which have been, are or may become the subject of Accenture's affairs
or business, or of any of its clients, or in which Accenture or its
clients have been, are or may become interested, shall be the exclusive
property of Accenture and form part of Accenture's confidential
information.
22. You agree to immediately disclose all inventions to Accenture and you
assign all of your present and future right, title and interest in any
Invention to Accenture.
23. You will take (at Accenture's expense) any action that may be necessary
to give full effect to the provisions of this Agreement, including
without limitation any steps necessary or desirable to: (a) assign to
Accenture or its nominee any rights in respect of any Invention; and/or
(b) assist Accenture or its nominee to make a patent application in
respect of any Invention.
24. You consent to all acts or omissions of (or for the benefit of)
Accenture or any Affiliate which would otherwise constitute a breach of
any moral rights which you may have in relation to any works or other
copyright subject matter which is connected with your employment.
Non-Competition Agreement
25. As a condition of your employment with Accenture you have entered into
the attached Non-Competition Agreement. Nothing in this Agreement
derogates from or affects your obligations contained in the
Non-Competition Agreement.
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Data Protection
26. You will comply with Accenture's Data Privacy Policy (the Policy) a
copy of which is available on the Accenture Policies database.
27. You must not access, use, disclose or retain personal information held
in connection with any client or fellow employee except in the proper
and lawful performance of your job role and pursuant to the provisions
of the Policy.
28. "Personal Information" has the meaning given to it under Part II of the
Privacy Act 1988.
29. You acknowledge that you have read the Policy and you consent to the
processing of personal information relating to you in accordance with
the Policy and Accenture's normal business practices listed in the
Policy.
30. If you have any issues or concerns in relation to the implementation of
the Policy or the way your personal information is dealt with under
Accenture's normal business practices, you will advise the Data Privacy
Officer in writing from time to time and the Data Privacy Officer will
then take all appropriate and practicable steps to ensure the concerns
and issues you have raised are adequately addressed and if appropriate
rectified.
31. In particular, you consent to:
(a) the Policy where it deals with the processing of sensitive
information about you, which comprises personal data about
racial or ethnic origin, political opinions and memberships,
religious or other similar beliefs, trade union or association
membership, physical or mental health, sex life or criminal
records to the limited extent, and for the purposes, described
in the Policy;
(b) the transfer worldwide, of personal information, including
sensitive information, held about you by Accenture to other
employees and offices of Accenture's worldwide organization
for the purposes listed in the Policy and to third parties
where disclosure to such third parties is required in the
normal course of business in accordance with the Policy; and
(c) with particular reference to photographs (and ancillary
information which you have provided), posting on any Accenture
web-site or office directory for the purpose of making your
personal profile accessible to Accenture's employees and
clients and other contacts, and you consent to the information
and photograph being used for security identification (with a
spare copy of your photograph stored in case you lose your
security pass), acknowledging that this may involve the
transfer of the information and photograph to any country in
the world in the context of the normal course of business of
Accenture.
32. The references in this Agreement to information "relating to you" or
"about you" include references to information about third parties such
as your spouse and children (if any) which you provide to Accenture on
your behalf.
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Standards of Conduct and Behaviour
33. You are required to comply with appropriate standards of conduct and
behaviour at all times and to act in a manner which will not bring
Accenture or any related company into disrepute.
Authority
34. You are not authorized to enter into any contract or similar commitment
or to sign any document in the name of or on behalf of Accenture or any
Affiliate and are excluded from doing so unless authorized by the Board
to do so.
35. You agree that the designation "Partner" does not confer on you any
authority to bind Accenture or any Affiliate and no such authority will
be inferred in any statement or representation made to third parties by
you.
Working Overseas on behalf of Accenture
36. Our business operates within an intensely competitive industry which is
continuously evolving throughout the world. To be successful in this
environment, it is critical that we are able to dedicate people with
the right skills to the right assignments. This means that from time to
time, you will be required to travel to and from, or temporarily
transfer to, a client engagement or Accenture project in a location
away from your normal home location. Such assignments are driven by the
needs of our clients. If you have the required skills for the project,
or skills more suited to our client's needs, you may be assigned to
participate in the project and you must be prepared to travel, or
temporarily transfer, to the project location in accordance with
Accenture policies. Depending on the location of the assignment and the
length of the project, Accenture will reimburse certain costs
associated with the transfer in accordance with the travel and expense
policies.
Termination
37. Accenture may immediately terminate your employment by notice to you in
writing if you at any time:
(a) commit any serious or persistent breach of this Agreement
including, without limitation, intentional disobedience,
inappropriate conduct or behaviour, dishonesty, serious or
persistent breach of duty or serious or persistent neglect;
(b) materially breach this Agreement and do not remedy that breach
within two days after receiving notice from Accenture
specifying the breach;
(c) commit an act of bankruptcy, are declared bankrupt or enter
into any composition or arrangement with or make any
assignment of your property in favour of your creditors
generally;
(d) become of unsound mind or a person whose person or estate is
liable to be dealt with in any way under laws relating to
mental health; or
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(e) are convicted of a criminal offence which, in the reasonable
opinion of Accenture, will detrimentally affect Accenture or
any Affiliate.
38. If your employment is terminated under clause 37, Accenture will not be
obliged to provide to you any benefits other than the following:
(a) any accrued salary and superannuation contributions to which
you are entitled on the Termination Date;
(b) any amount to which you are entitled in lieu of unused annual
leave; and
(c) any amount to which you are entitled in lieu of unused long
service leave.
39. Accenture may for any lawful reason terminate your employment by giving
you 4 months' notice and by paying to you on the date on which that
notice period expires the payments specified in clause 38. Accenture
will give due regard to legal requirements and organizational
termination processes in dealing with any termination of employment
pursuant to this clause.
40. You may at any time and for any reason resign by giving 4 months'
written notice to Accenture.
41. Accenture may in its discretion pay you the equivalent amount of base
compensation in lieu of all or part of any notice period relating to
the termination of your employment under this Agreement.
42. If your employment is terminated by reason of the liquidation of
Accenture or because of a restructure or amalgamation of Accenture, and
you are offered employment with any business resulting from that
restructure or amalgamation you will have no claim against Accenture in
respect of such termination.
43. On termination you will:
(a) at the request of the Board immediately resign any
directorship or office you may hold by virtue of your
employment and in the event of your failure to do so,
Accenture is irrevocably authorized to appoint some person in
your name to sign and deliver that resignation(s) to the
Board; and
(b) immediately repay all outstanding debts and loans due to
Accenture or any Affiliate and Accenture is authorized to
deduct from any monies due to you a sum in repayment of all or
any part of any such debts or loans.
Return of Accenture property, material and equipment
44. On termination of your employment, you will immediately return to
Accenture all of its property in your possession or control, which may
include (without limitation) all correspondence, documents, floppy
disks, CD-Roms, computer files, mobile telephones, laptop computers,
and office keys.
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Miscellaneous
45. You warrant that you have lawful authority to work in Australia and
that by entering into this Agreement you are not and will not be in
breach of any legal obligation.
46. You agree that Accenture will be entitled at any time during your
employment to set off and/or make deductions from your salary or other
sums due to you any monies due to Accenture or any Affiliate in respect
of any overpayment debt or other monies due from you.
Definitions and interpretation
47. In this Agreement unless the context otherwise requires "Affiliate"
has the meaning given to the expression "Related Body Corporate" by
section 50 of the Corporations Law but excluding any holding company
or subsidiary of Accenture or subsidiary of Accenture's holding
company in respect of which you did not carry out material duties.
Governing Law
48. This Agreement is governed by and shall be construed in accordance with
Victorian law.
Please indicate your acceptance of this offer by signing and returning the
attached copy of this letter no later than 23 May 2001 to Rebecca Harris in the
Brisbane office. You are also asked to sign and return one copy of the
non-competition agreement and additional forms enclosed.
Yours sincerely,
DEREK B YOUNG
Country Managing Director
ACCEPTED BY:
Signature:
Print name:
Date: