Exhibit 10.4
TRANSFER AGREEMENT
(For Transfers of “Unrestricted” Shares of Accenture
SCA)
This Transfer
Agreement, dated as of April 1, 2005 (this
“Agreement”) among Accenture SCA, a Luxembourg
société en commandite par actions (“Accenture
SCA”), and the “Transferors” and the
“Transferees” who have completed Joinder Agreements to
this Agreement as described below.
RECITALS
A. The
Articles of Accenture SCA impose certain restrictions on the
transfer of Class I Common Shares of Accenture SCA
(“Class I Common Shares”) held by Partners and
former Partners of Accenture, including Class I Common Shares
that are deemed generally “unrestricted.”
B. Accenture
SCA is willing to agree to and approve certain transfers of
Class I Common Shares by the Transferors to the Transferees
pursuant to and subject to the terms of this Transfer
Agreement.
C. The
provisions of this Agreement are to be applied separately to each
Transferor and each Transferee in respect of each respective
Transfer described in Schedule I to a Joinder Agreement
executed by such respective Transferor and Transferee.
D. This
Agreement is entered into in connection with the Accenture Family
and Charitable Transfer Program (“FCT
Program”).
AGREEMENTS
1. Transfer and Consent
(a)
Proposed Transfer . The Transferor proposes to transfer to
the Transferee a number of Class I Common Shares pursuant to
the transfer described in Schedule I attached to the Joinder
Agreement executed and submitted by the Transferor and the
Transferee. Said transfer is referred to herein as the
“Transfer” and said shares to be transferred are
referred to herein as the “Transferred Shares.” The
Transferred Shares are considered “unrestricted”
shares; i.e., transfer of said shares has become unrestricted
pursuant to paragraphs 2-8 of Article 8 of the Articles of
Association of Accenture SCA (the “SCA Articles”), but
transfer of said shares nevertheless remains restricted under
paragraph 12 of Article 8 of the SCA Articles until
July 24, 2005.
(b)
Eligible Transfer . In compliance with the eligibility
requirements under the FCT Program, the proposed Transfer shall be
made primarily for the Transferor’s estate and/or tax
planning purposes or charitable giving purposes, and the Transferor
shall demonstrate such purpose to the satisfaction to Accenture SCA
(in the exercise of its discretion) by providing such documentation
and information as requested by Accenture SCA.
(c)
Independent Determination . The Transferor and the
Transferee acknowledge and agree that: (i) they have, in their
discretion and in reliance upon such advice and counsel from third
parties as they considered appropriate, determined to effect the
Transfer of the Transferred Shares in the manner determined by
them; (ii) Accenture SCA has not, and shall not be deemed to
have, recommended or endorsed or provided advice in respect of the
Transfer of the Transferred Shares; and (iii) neither
Accenture SCA nor any of its directors, officers, partners,
employees, agents or representatives shall have any liability
whatsoever on account of or in respect of the Transfer of the
Transferred Shares.
(d)
Consent by Accenture SCA . Subject to the terms and
conditions of this Agreement, Accenture SCA, by its implementation
of the proposed Transfer, consents to the Transfer of the
Transferred Shares by the Transferor to the Transferee.
(e) Stock
Assignment . In order to facilitate the Transfer, the
Transferor is required to sign in blank and deliver to Accenture
SCA a Stock Assignment in respect of the Transferred Shares.
Accenture SCA will complete the required information in the Stock
Assignment and return a copy of the completed Stock Assignment to
the Transferor.
2. Transfer
Restrictions
(a)
Interim Restriction Date . No Transferred Shares or any
direct or indirect interest therein may be transferred, directly or
indirectly, by the Transferee prior to the date (the “Interim
Restriction Date”) that is the earlier of
(1) November 1, 2005 or (2) such date as of which
Accenture SCA initiates new trading and transfer procedures to
facilitate the transfer of Class I Common Shares.
(b)
Subsequent Transfers . Accenture SCA shall have no
obligation whatsoever to consent to any subsequent transfer of the
Transferred Shares proposed to be made by the Transferee prior to
the Interim Restriction Date.
(c)
Compliance with Policies . If and so long as the Transferor
is an active Partner of Accenture and if the Transferor is deemed
to be a “beneficial owner” of the Transferred Shares
under the U.S. Securities Exchange Act of 1934, as amended, and
regulations thereunder (whether due to the Transferor’s
economic or voting interest in the Transferee or voting or
dispositive power over the Transferred Shares or otherwise), then,
in accordance with Accenture policies applicable to active
Partners, any transfer or redemption of the Transferred Shares may
be restricted by Accenture SCA during Accenture “quiet
periods” when Partners may be deemed to possess material
non-public information (e.g., prior to release of quarterly
earnings).
(d)
Required Consent of Supervisory Board . The Transferee
acknowledges and agrees that, in addition to and separate from,
restrictions under the SCA Articles relating to Class I Common
Shares held by Partners and former Partners of Accenture, the SCA
Articles provide that no transfer (including without limitation by
way of sale, gift, pledge or other encumbrance) of Class I Common
Shares may at any time be made by any person without the prior
consent of
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