Exhibit 10.5
TRANSFER AGREEMENT
(For Transfers of “Unrestricted” Shares of Accenture
Ltd)
This Transfer
Agreement, dated as of April 1, 2005 (this
“Agreement”) among Accenture Ltd, an exempted company
limited by shares organized under the laws of Bermuda
(“Accenture Ltd”), and the “Transferors”
and the “Transferees” who have completed Joinder
Agreements to this Agreement as described below.
RECITALS
A. The
Bye-laws of Accenture Ltd impose certain restrictions on the
transfer of Class A Common Shares of Accenture Ltd
(“Class A Common Shares”) held by Partners and
former Partners of Accenture, including Class A Common Shares
that are deemed generally “unrestricted.”
B. Accenture
Ltd is willing to agree to and approve certain transfers of
Class A 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 A 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 Accenture Ltd Bye-law 43.2, but transfer of said shares
nevertheless remains restricted under Accenture Ltd Bye-law 43.3(c)
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 Ltd
(in the exercise of its discretion) by providing such documentation
and information as requested by Accenture Ltd.
(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 Ltd 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 Ltd 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 Ltd . Subject to the terms and
conditions of this Agreement, Accenture Ltd, 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
Ltd a Stock Assignment in respect of the Transferred Shares.
Accenture Ltd 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 Ltd initiates new trading and transfer procedures to
facilitate the transfer of Class A Common Shares.
(b)
Subsequent Transfers . Accenture Ltd shall have no
obligation whatsoever to consent to any subsequent transfer of the
Transferred Shares propos
