Exhibit 10.4
ASSUMPTION AGREEMENT
of the
AMENDED AND RESTATED
VOTING AGREEMENT
AMONG
ACCENTURE PLC
(as successor to ACCENTURE
LTD)
and
THE COVERED PERSONS SIGNATORY
THERETO
This Assumption Agreement dated as
of September 1, 2009 by Accenture plc (as successor to
Accenture Ltd), a public limited company organized under the laws
of Ireland (“Accenture plc”) relates to the Amended and
Restated Voting Agreement, dated as of February 3, 2005 (the
“Voting Agreement”), between Accenture Ltd, an exempted
company limited by shares organized under the laws of Bermuda
(“Accenture Ltd”), and the Covered Persons (as defined
in the Voting Agreement).
WITNESSETH:
WHEREAS , contemporaneously with the execution of this
Assumption Agreement, Accenture Ltd and Accenture plc have
implemented a scheme of arrangement under Bermuda law constituting
a transaction (the “Transaction”) pursuant to which,
the Class A common shares and Class X common shares of
Accenture Ltd will be cancelled and the holders of such
Class A common shares and Class X common shares will receive
on one-for-one bases, new Class A ordinary shares and new
Class X ordinary shares, respectively (or, in the case of any
fractional interests in Class A common shares, cash), of
Accenture plc;
WHEREAS , pursuant to Sections 5.5(b) of the Voting
Agreement, as a result of the Transaction all references in the
Voting Agreement to Accenture Ltd are automatically changed to
refer to Accenture plc and all references to the Class A
Common Shares and Class X Common Shares are automatically changed
to refer to the Accenture plc Class A Ordinary Shares
(“Class A Ordinary Shares”) and Accenture plc Class X
Ordinary Shares (“Class X Ordinary Shares”),
respectively and certain other defined terms in the Voting
Agreement are automatically changed accordingly;
WHEREAS , a substantial portion of the operative
provisions of the Voting Agreement were removed by the amendment
and restatement on February 3, 2005;
WHEREAS , Accenture plc intends for Accenture Ltd to
have no further obligations or liabilities under the Voting
Agreement;
WHEREAS , for t
