Exhibit 10.1
ASSUMPTION AND GENERAL AMENDMENT
AGREEMENT
This Assumption and General
Amendment Agreement (this “ Agreement ”) is made
as of September 1, 2009, by and between Accenture Ltd., an
exempted company incorporated with limited liability under the laws
of Bermuda (“ Accenture Ltd ”), and Accenture
plc, a public limited company under the laws of Ireland (“
Accenture plc ”).
RECITALS
WHEREAS , the boards of directors of Accenture Ltd and
Accenture plc have previously approved a series of transactions to
be effected pursuant to a Scheme of Arrangement (the “
Scheme of Arrangement ”) in accordance with the laws
of Bermuda, pursuant to which Accenture plc will become the parent
holding company of Accenture Ltd and Accenture Ltd Class A and
Class X common shares (“ Class A Common Shares ”
and “ Class X Common Shares ,” respectively, and
collectively the “ Common Shares ”) will
effectively be exchanged for Accenture plc Class A and Class X
ordinary shares (“ Class A Ordinary Shares ” and
“ Class X Ordinary Shares ,” respectively, and
collectively the “ Ordinary Shares ”) on a
one-for-one basis, other than with respect to fractional shares
(such transactions are collectively referred to as the “
Transaction ”);
WHEREAS , in accordance with Bermuda law, the
Transaction will take place on the effectiveness of the Scheme of
Arrangement (the “ Effective Time ”);
WHEREAS , Accenture Ltd maintains and sponsors those
certain equity compensation-related plans, and certain other plans,
agreements, awards and arrangements listed on Exhibit A
hereto (collectively, the “ Assumed Stock Plans
”), providing for the grant or award to its directors,
officers and employees and other persons of (a) options,
restricted shares or other rights to purchase or receive
Class A Common Shares or (b) the right to receive
benefits or other amounts by reference to Class A Common
Shares (individually, an “ Assumed Stock Award ”
and collectively, the “ Assumed Stock Awards
”);
WHEREAS , in connection with the Transaction, Accenture
plc desires to assume and adopt the Assumed Stock Plans and the
Assumed Stock Awards, and to issue or cause to be issued
Class A Ordinary Shares (from Accenture plc or through one of
its subsidiaries) in lieu of Class A Common Shares being
issued in connection with such Assumed Stock Plans and Assumed
Stock Awards;
WHEREAS , the Compensation Committee of the board of
directors of Accenture Ltd passed resolutions on July 22, 2009
to adjust the Plans (pursuant to their terms) and outstanding
equity based awards and grants thereunder to provide for the
issuance of equity interests in Accenture plc in place of Accenture
Ltd, at the Effective Time;
NOW, THEREFORE
, in consideration of the foregoing
and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, at and as of the
Effective Time:
1. Pursuant to the terms of this Agreement and in
connection with the Transaction, Accenture Ltd hereby assigns to
Accenture plc, and Accenture plc hereby accepts from Accenture Ltd
and hereby assumes, the Assumed Stock Plans and the related Assumed
Stock Awards and the rights and obligations
