Form of Fiscal 2019 Key Executive Performance-Based Award Restricted Share Unit Agreement in France

EX-10.2 3 acn113020exhibit102.htm SUB-PLAN FOR RESTRICTED SHARE UNITS - FRANCE Document

Exhibit 10.2

ACCENTURE PLC
2015 SHARE INCENTIVE PLAN (FRANCE)



Sub-plan for Restricted Share Units in France


This subplan for the Restricted Share Units granted in France applies to Participants in the Amended and Restated Accenture plc 2010 Share Incentive Plan (the “Plan”) who are employees of Accenture plc (the “Company”) in France and employees in France of affiliates of the Company which are organized under the laws of France as a result of Restricted Share Units granted under the Plan, provided the applicable Award agreement specifically refers to this subplan.

According to Section 14 of the Plan, “With respect to Participants who reside or work outside the United States of America, the Committee may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Committee may, where appropriate, establish one or more sub-plans to reflect such amended or varied provisions”. This subplan has been adopted pursuant to this Section 14.

The terms of the Plan, as modified by this subplan, constitute the “2015 French Restricted Share Units Plan”, which is intended to comply with the provisions of Articles L. 225-197-1 to L. 225- 197-6 of the French Commercial Code and French employment law. This subplan shall be construed, interpreted and operated with that intention.

Under the 2015 French Restricted Share Units Plan, the Committee shall only grant Restricted Share Units (as defined hereinafter in Section 1) to the Participants.

This subplan has been established to enable the Restricted Share Units granted under this subplan to qualify for the favorable French income tax and social security treatment set out in Article 80 quaterdecies of the French Tax Code and article L. 242-1 of the French Social Security Code, provided however that nothing in this subplan shall be construed as a guarantee or an undertaking by Accenture plc or any of its Subsidiaries and Affiliates that such a favorable regime will effectively apply.

This subplan shall be read in conjunction with the Plan. Awards made under the 2015 French Restricted Share Units Plan are subject to the terms and conditions of the Plan applicable to Restricted Share Units and to the terms and conditions of this subplan. To the extent that the terms and conditions of the Plan differ from or conflict with the terms set out in this subplan the terms set out in this subplan shall prevail.

Whenever used in this subplan, initially capitalized terms used herein and which are not defined in Section 1 below shall have the meanings ascribed to such terms in the Plan. Reference to the singular shall include reference to the plural.




An Award of Restricted Share Units shall be subject to the terms of the 2015 French Restricted Share Units Plan if the applicable Award agreement evidencing such Award refers specifically to the 2015 French Restricted Share Units Plan.

The terms of the 2015 French Restricted Share Units Plan are the terms set out in the Plan, modified as follows.

1.Definitions

1.1.Award

Award” shall mean a Restricted Share Unit granted under the 2015 French Restricted Share Units Plan.

1.2.Disability

Disability” shall mean a disability corresponding to the second or the third category of Article L. 341-4 of the French Social Security Code.

1.3.Employee

Employee” shall mean a current salaried employee, as defined by French labor law.

1.4.Holding Period

Holding Period” shall mean the period, described Section 8.1 below, during which the Shares shall not be disposed of.

1.5.Participant

Participant” shall mean an Employee who is selected by the Committee to participate in the 2015 French Restricted Share Units Plan.

1.6.Restricted Share Unit

Restricted Share Unit” and “RSU” shall mean a conditional right to receive one Share of the Company for each Restricted Share Unit awarded, provided the conditions set forth in the applicable Award document are satisfied at the Vesting Date.

1.7.Vesting Date

Vesting Date” shall correspond to the date on which, provided the conditions, if any, stated in the applicable Award agreement have been satisfied or lapsed, the Participant acquires a definitive right to the transfer of the ownership of the Share underlying the Award. “Vesting” and “Vest” shall be interpreted accordingly.




2.Participant

Notwithstanding any other provision of the Plan, Restricted Share Units shall only be awarded to Employees in France:

of the Accenture plc, or of an affiliate of Accenture plc which is organized under the laws of France and having a capital link as defined in Article L. 225-197-2 of the French Commercial Code1, and

who do not hold Shares representing 10% or more of Accenture plc’s capital at the date of grant of the Award or who would not hold Shares representing 10% or more of Accenture plc’s capital due to the grant of an Award.

3.Settlement of Awards

Notwithstanding any other provision of the Plan, an Award shall only be settled in Shares, and not in cash.

In any event only whole numbers of shares can be delivered to Participants. In case of potential fractional share:

no cash or other property shall be issued to the Participant in lieu of fractional Shares, and

the number of shares to be delivered will be rounded down to the nearest whole number of shares.

4.Delivery of Shares for no consideration

Notwithstanding any other provision of the Plan, the shares must be delivered free-of-charge and the Participant cannot be requested to pay any consideration, except:

if a payment from the Participant is mandatorily requested by the corporate regulation which applies to the Company, and

if the amount requested to the Participant can be considered as symbolic2.

5.Non-transferability of the Award

Notwithstanding any other provision of the Plan, Awards shall not be transferred or otherwise disposed of, except in the event of death as described below in Section 9.

1- At least 10% of the employer’s company capital must be held, directly or indirectly, by the issuing company.
the employer’s company must directly or indirectly hold at least 10% of the issuing company’s capital.
at least 50% of the employer’s company capital must be held, directly or indirectly, by a company which holds at least 50% of the issuing company’s capital.
2 The French tax authorities have indicated that a payment not exceeding 5% of the fair market value of the shares on the date of grant could be considered as symbolic.




6.Minimum period before the end of which Shares cannot be delivered

The Shares underlying the Awards shall not be delivered to the Participant before the end of a minimum one-year period beginning on the date of grant of the Award, except in the event of death as described below in Section 9 and in the event of Disability as described in Section 10.

In the event the Vesting Date occurs before the first anniversary of the date of grant of the Award, the delivery of the Shares will be compulsorily and automatically deferred to the first anniversary of the date of grant of the Award, except in the event of death and Disability in which event the provision of Section 9 and Section 10 shall apply.

7.No shareholder’s rights

Participants shall have none of the shareholder’s rights over the shares underlying the Restricted Share Units granted (and notably not the right to vote and to dividends) until the Shares are delivered to them.

8.Restrictions on sale or transfer of the ownership of the shares

8.1.Minimum Holding Period

Once definitively delivered, Shares are not subject to any sale restriction and can be disposed of immediately.

However, if the shares have been delivered to the Participant less than two years after the date of grant, the shares must be held by the Participant until the second anniversary of the date of grant except in the case of any event provided for under French law as an exception to this minimum Holding Period, notably in the event of death and Disability as described below in Sections 9 and 10, or in the event of exchange of Shares as described below in Section 8.4.

Until the end of the Holding Period, when applicable, if the Participant breaches the sale restriction set forth above, such transfer of property of the Shares shall be null and void and Accenture plc, its broker or registrar shall not register such transfer in Accenture plc’s books.

8.2.Closed periods

Once definitively delivered, Shares may not be disposed of within the periods as set forth in Article
L. 225-197-1, I of the French Commercial Code3.



3 These periods are currently the following:
(i)The period of ten stock exchange trading sessions preceding and three stock exchange trading sessions following the date on which the consolidated financial statements, or failing that, the annual accounts, are published;
(ii)The period between the date on which the corporate management of Accenture plc becomes aware of information, which, if published, might have a significant effect on the price of the company’s shares, and the latest date of the ten stock exchange trading sessions following the date on which this information is published.




8.3.Exchange of Shares during the Holding Period

In the event of an exchange of Shares without net balancing cash adjustment resulting from a public offer, a merger, a spin-off, a stock-split or a reverse stock split operation performed during the Holding Period, such Holding Period remains applicable to the Shares received in exchange for the time period remaining at the date of the exchange4.

9.Death of the Participant

Notwithstanding any other provision of the Plan, in the event of death of a Participant unvested Awards shall immediately vest and his or her heirs are entitled to request, within six months as from the date of death, that the Shares underlying the Award granted to the Participant be delivered.

However, if the vesting of the Award is subject to the achievement of performance condition(s), the Committee can discretionarily decide that the Shares will only be delivered to the Participants if and upon such time as such condition(s) is (are) fulfilled.

Shares delivered pursuant to this Section 9 shall become immediately disposable.

10.Disability of the Participant

In the event of Disability of a Participant, unvested Awards shall immediately vest and the underlying Shares shall be immediately delivered to the Participant. Shares delivered pursuant to this Section 10 shall become immediately disposable.

However, if the vesting of the Award is subject to the achievement of performance condition(s), the Committee can discretionarily decide that the Shares will only be delivered to the Participants if and upon such time as such condition(s) is(are) fulfilled.

In the event of Disability of a Participant during the Holding Period, Shares delivered pursuant to this Section 10 to the Participant shall become immediately disposable.

11.Definitive delivery of Shares

Once delivered to the Participant (or to his or her heirs), the Shares are definitively delivered and cannot be cancelled or rescinded and the Participant cannot be forced to return the shares.

12.No Share withholding

Notwithstanding any other provision of the Plan, the Company or its Subsidiaries and Affiliates shall not be entitled or authorized to withhold Shares delivered to the Participant to meet any liability to taxation or social security contributions due in respect of Awards until the end of the

4 Additionally, if the shares are brought to a company or an investment trust whose capital exclusively consist of shares or equities derivatives giving a right to access to share capital issued by the company or an affiliated company as defined at article L. 225- 197-2 of the French Commercial Code, the holding period remains applicable to the shares received in exchange of the contribution for the time period remaining at the date of the contribution.



Holding Period.

13.No adjustment of Awards

Notwithstanding any other provision of the Plan, the number of Awards granted as well as the number of Shares to be delivered shall not be modified or adjusted, except:

In cases which would be authorized or rendered compulsory under French law. Currently, article L. 225-197-1 III of the French Commercial Code provides that shares can be exchanged without net balancing cash adjustment in the event of a merger or spin-off operation performed before the delivery of the Shares to the Participant.

In the event of operations performed on the share capital of the Company before the delivery of the Shares; in which cases the Committee is authorized to adjust the number of Shares to be delivered but only in order to protect the rights of the Participant and to guarantee the neutrality of such operations.

14.Changes to the Plan

The Committee may at any time amend or terminate the 2015 French Restricted Share Units Plan. However, if the amendments are not permitted by French law and notably French legislation applicable to Restricted Share Units as set forth, in Articles L. 225-197-1 to L. 225-197-6 of the French Commercial Code, such amendments shall not apply to Restricted Share Units previously granted.

15.Severability

The terms and conditions provided in the 2015 French Restricted Share Units Plan are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable under French law, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.


Subplan approved by the Compensation Committee of the Board (corporate body of Accenture plc empowered to do so according to applicable corporate law) on December 4, 2015.