Exhibit 4.2
STANDARD FORM OF NONQUALIFIED
SHARE OPTION AGREEMENT
FOR
PARTNER PERFORMANCE OPTION GRANT
(Fiscal Year 2005)
Terms and Conditions
1.
Grant of the Option .
(a) The
Company hereby grants to the Participant set forth in the Essential
Grant Terms (as defined below) the right and option (the
“Option”) to purchase, on the terms and conditions
hereinafter set forth, all or any part of the aggregate number of
Shares set forth in the Essential Grant Terms. This grant is made
pursuant to the terms of the Accenture Ltd 2001 Share Incentive
Plan (the “Plan”), which Plan, as amended from time to
time, is incorporated herein by reference and made a part of this
Agreement. The purchase price, per Share, of the Shares subject to
the Option (the “Grant Price”) shall be in US Dollars
at the price specified in the Essential Grant Terms. The Option is
intended to be a nonqualified stock option, and is not intended to
be treated as an option that complies with Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”).
Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan.
(b) The
grant of this nonqualified share option is subject to the
nonqualified Share Option Agreement Essential Grant Terms (the
“Essential Grant Terms”) and the Standard Form of
Nonqualified Share Option Agreement for Bonus Option Grant Terms
and Conditions which together constitute the nonqualified share
option agreement (the Agreement”).
2.
Vesting .
(a) Subject
to the Participant’s continued employment with the Company
and its Affiliates, the Option shall vest and become exercisable
pursuant to the schedule set forth in the Essential Grant Terms (as
modified by this Agreement) with respect to the Shares subject to
the Option.
(b) If
the Participant ceases to be employed by the Company or any of its
Affiliates (collectively, the “Constituent Companies”)
for any reason, the Option, to the extent not then vested, shall be
canceled without consideration; provided , however ,
that if (i) the Participant’s employment with the
Constituent Companies terminates due to the Participant’s
death or Disability, the Option shall vest and become exercisable
with respect to 100% of the previously unvested Shares initially
subject to the Option on the date of such termination of employment
and shall remain exercisable for the period set forth in Section
3(a) of this Agreement, after which it shall be cancelled or
(ii) the Participant’s employment with the Constituent
Companies terminates due to an Involuntary Termination, the Option
shall vest on the date of such Involuntary Termination with respect
to that number of additional Shares
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initially subject to the Option
that are scheduled to vest on the next scheduled vesting date
following the date of such Involuntary Termination as set forth in
the Essential Grant Terms.
(c) For
purposes of this Agreement:
(i) “Cause”
shall mean “cause” as defined in any employment or
consultancy agreement (or similar agreement) or in any letter of
appointment then in effect between the Participant and the Company
or any Affiliate or if not defined therein (it being the intent
that the definition of “Cause” shall include, at a
minimum, the acts set forth below), or if there shall be no such
agreement, to the extent legally permissible, (a) the
Participant’s embezzlement, misappropriation of corporate
funds, or other material acts of dishonesty, (b) the
Participant’s commission or conviction of any felony, or of
any misdemeanor involving moral turpitude, or entry of a plea of
guilty or nolo contendere to any felony or misdemeanor,
(c) engagement in any activity that the Participant knows or
should know could harm the business or reputation of the Company or
an Affiliate, (d) the Participant’s material failure to
adhere to the Company’s or an Affiliate’s corporate
codes, policies or procedures as in effect from time to time,
(e) the Participant’s continued failure to meet
performance standards as determined by the Company or an Affiliate,
(f) the Participant’s violation of any statutory,
contractual, or common law duty or obligation to the Company or an
Affiliate, including, without limitation, the duty of loyalty, or
(g) the Participant’s material breach of any
confidentiality or non-competition covenant entered into between
the Participant and the Company or an Affiliate, including, without
limitation, the covenants contained in this Agreement. The
determination of the existence of Cause shall be made by the
Company in good faith, which determination shall be conclusive for
purposes of this Agreement.
(ii) “Disability”
shall mean “disability” as defined (i) in any
employment agreement then in effect between the Participant and the
Company or any Affiliate or (ii) if not defined therein, or if
there shall be no such agreement, as defined in the long-term
disability plan maintained by the Participant’s employer as
in effect from time to time, or (iii) if there shall be no
plan, the inability of the Participant to perform in all material
respects his or her duties and responsibilities to the Company or
any Affiliate 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.
(iii) “Involuntary
Termination” shall mean termination of employment with the
Constituent Companies (other than for “Cause”) which is
not voluntary and which is acknowledged as being
“involuntary” in writing by an authorized officer of
the Company.
3.
Exercise of Option .
(a)
Period of Exercise . Subject to the provisions of the Plan
and this Agreement, the Participant may exercise all or any part of
the vested portion of the Option in accordance with the procedures
established by the Committee (or its designee) at any time on or
prior to the date set forth in the Essential Grant Terms as the
“Expiration Date”; provided , however ,
that if (i) the Participant’s employment with the
Constituent Companies terminates due to the Participant’s
death or Disability, the period of time during which the
Participant or the Participant’s executor or administrator,
or the person or persons to whom the Participant’s
rights
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under this Agreement shall pass
by will or by the laws of descent and distribution, as the case may
be, may exercise all or any part of the vested portion of the
Option shall be the period commencing on the date of such
termination and ending on the Expiration Date, (ii) the
Participant’s employment with the Constituent Companies
terminates due to Cause or to the extent that the Participant
otherwise takes an action which would constitute Cause, the Option
shall immediately be cancelled and expire, (iii) the
Participant’s employment with the Constituent Companies
terminates due to Involuntary Termination, the period of time
during which the Participant may exercise all or any part of the
vested portion of the Option shall commence on the date of such
Involuntary Termination and terminate 180 days following the
date of such Involuntary Termination or (iv) the
Participant’s employment with the Constituent Companies
terminates due to any reason other than death, Disability,
Involuntary Termination or for Cause, the period of time during
which the Participant may exercise all or any part of the vested
portion of the Option shall commence on the date of such
termination and terminate 90 days following the date of such
termination. The Committee (or its designee) may from time to time
prescribe specific periods of time when the Options are or are not
exercisable.
(b)
Method of Exercise .
(i) Subject
to Section 3(a) of this Agreement, the vested portion of the Option
may be exercised by delivering to the Company at its principal
office or its designee written notice of intent to so exercise;
provided that the Option may be exercised with respect to
whole Shares only. Such notice shall specify the number of Shares
for which the Option is being exercised and shall be accompanied by
payment in full of the Grant Price. The payment of the Grant Price
may be made (A) in cash or its equivalent (e.g., by check),
(B) to the extent permitted by the Committee (or its
designee), by transferring Shares having a Fair Market Value equal
to the aggregate Grant Price for the Shares being purchased to a
nominee of the Company and satisfying such other requirements as
may be imposed by the Committee; provided that such Shares
have been held by the Participant for no less than six months (or
such other period as established from time to time by the Committee
or generally accepted accounting principles), (C) to the
extent permitted by the Committee (or its designee), partly in cash
and partly in such Shares or (D) to the extent permitted by
law, through the delivery of irrevocable instructions to a broker
to sell Shares obtained upon the exercise of the Option and deliver
promptly to the Company an amount out of the proceeds of such sale
equal to the aggregate Grant Price for the Shares being
purchased.
(ii) Upon
the Company’s determination that the Option has been validly
exercised as to any of the Shares, the Company shall either issue
and allot, or procure the transfer of, the relevant number of
Shares to the Participant. If the Company issues certificates in
the Participant’s name for such Shares, the Company shall not
be liable to the Participant for damages relating to any delays in
issuing the certificates to the Participant, any loss of the
certificates, or any mistakes or errors in the issuance of the
certificates or in the certificates themselves.
(iii) In
the event of the Participant’s death, the vested portion of
the Option shall remain exercisable by the Participant’s
executor or administrator, or the person or persons to whom the
Participant’s rights under this Agreement shall pass by will
or by the laws of descent and distribution as the case may be, to
the extent set forth in Section 3(a) of this Agreement.
Any
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heir or legatee of the
Participant shall take rights herein granted subject to the terms
and conditions hereof.
4.
Adjustments Upon Certain Events . In the event of any change
in the outstanding Shares by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation,
amalgamation, spin-off or combination transaction or exchange of
Shares or other similar events (collectively, an “Adjustment
Event”), the Committee may, in its sole discretion, adjust
any Shares subject to this Agreement to reflect such Adjustment
Event.
5.
Cancellation and Rescission of Options and Repayment of Shares
Underlying Options .
(a) Upon
the exercise of all or any portion of the Option, the Participant
shall certify in a manner acceptable to the Company that the
Participant is in compliance with the terms and conditions of this
Agreement and the Plan.
(b) In
the event the Participant’s employment with the Constituent
Companies is terminated for Cause or otherwise acts in a manner
which constitutes Cause, or if the Participant breaches any of the
provisions of Section 6 of this Agreement, the Participant
shall, to the extent legally permitted, transfer to the Company a
number of Shares equal to the aggregate number of Shares that have
been previously issued or transferred upon exercise under this
Agreement (without regard to whether the Participant continues to
own or control such previously delivered Shares) and the
Participant shall bear all costs of transfer, including any
transfer taxes that may be payable in connection with such
transfer.
6.
Restrictive Covenants .
(a) The
Participant shall not, for a period of eighteen months following
the termination of the Participant’s employment with the
Constituent Companies:
(i) associate
(including, but not limited to, association as a sole proprietor,
owner, employer, partner, principal, investor, joint venturer,
shareholder, associate, employee, member, consultant, contractor or
otherwise) with any Competitive Enterprise or any of the
affiliates, related entities, successors, or assigns of any
Competitive Enterprise and in connection with such association
engage in Consulting Services; provided , however ,
that with respect to the equity of any Competitive Enterprise which
is or becomes publicly traded, the Participant’s ownership as
a passive investor of less than 1% of th
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