PERMANENT EMPLOYMENT CONTRACT [English Translation]

Pierre Nanterme was hired by the Company on 3 January 1983, in the capacity of Management Engineer.

The Parties have agreed, through this employment contract, to replace all the provisions in the contract of employment and agreements, written or verbal, entered into between Pierre Nanterme and the Company, except any Equity Grant Agreements entered into with Accenture plc which will remain applicable. The Parties understand and agree that the Company is not party to any such Equity Grant Agreements. It is agreed that the length of service acquired by Pierre Nanterme at the date of signature of the present contract shall not be affected.

This employment contract is entered into for an indefinite period with effect from July 1, 2013.

This employment contract is governed by the applicable laws and regulations in force and by the provisions of the applicable Branch Collective Agreement, namely, for informational purposes on this date, the National Collective Agreement of technical design offices, engineering consultancies, and consultancy firms (“SYNTEC”) as well as by the by-laws, the provisions of agreements and the internal policies included on the Company's policies website on the Portal for informational purposes.

Pierre Nanterme agrees to comply with all the provisions of the aforementioned laws, regulations, agreements and policies. 

Pierre Nanterme shall carry out the role of Chief Executive Officer of Accenture plc, Management status. His responsibilities include, among other things, managing and driving the annual business performance of the global Accenture Group of companies, formulating and executing long-term strategies, and interacting with clients, employees, investors and other stakeholders. Pierre Nanterme is Accenture's primary decision- and policy-maker, setting the tone for the company's values, ethics and culture.

The tasks and responsibilities of Pierre Nanterme shall change in accordance with the Company or Group's requirements of satisfactory operation and adaptation and service contingencies.

Consequently, the tasks and responsibilities of Pierre Nanterme may, if they fall within his capacity, be adapted, supplemented or modified, occasionally or otherwise, by the Company and/or the Board, or any applicable committee thereof, by whatever means they deem appropriate.

Given the professional responsibilities entrusted to Pierre Nanterme, the importance of which involves considerable independence in the organisation of his working hours, the autonomy which he has to make his decisions and the level of his remuneration, Pierre Nanterme shall be deemed to occupy the status of “senior executive” as defined in the law on working hours.

As such, in accordance with the provisions of Article L.3111-2 of the French Employment Code, the law on working hours, including overtime, shall not apply to Pierre Nanterme. Therefore, Pierre Nanterme shall not be able, in any way, to claim the payment of any overtime.

Basic salary

Pierre Nanterme shall be a member of the pension and insurance schemes in effect within the Company, i.e. on this date:

REUNICA Group - Agirc Pension (154 rue Anatole France 92599 Levallois Perret Cedex) and NOVALIS TAITBOUT Group - Arrco Pension (supplementary pension funds - 6 rue Bouchardon 75495 Paris Cedex 10

Insurance: GAN/EUROCOURTAGE

Pierre Nanterme therefore agrees to the deduction of the employee contributions related thereto as well as to any possible amendment of the schemes or the rates of contribution.

For informational purposes, the principal and administrative location of Pierre Nanterme shall be fixed at the Company's registered office at 118 avenue de France 75013 Paris.

The Parties mutually agree that the administrative and principal location shall not constitute an essential condition of this employment contract.

As a result of his duties, Pierre Nanterme shall regularly travel to the offices of any of the companies in the Group.

The mission order in Annex A defines the terms of such travel.

In case of a mission and/or travel abroad, Pierre Nanterme must have a valid passport and obtain any visas and work permits required. The Company agrees to assist Pierre Nanterme with the necessary steps to this effect.

In addition, the tax equalisation policy in force within the Company from time to time will apply for all trips and missions abroad.

Pierre Nanterme is bound, during the execution of his employment contract and after its termination, irrespective of his general obligation of discretion and commercial confidentiality, to absolute secrecy with regard to any facts which he may learn because of his role or being a part of the Company, with respect to any individual or any employee of the Company, unless it is necessary for the employee concerned to be informed of the confidential information.

Pierre Nanterme is bound by this obligation of discretion both during and after the execution of his tasks under this employment contract.

It is recognised, by express agreement between the Parties, that all information in relation to the Company or to any entity of the Group, including with regard to their activities, contracts or technical, financial or commercial policies, is and shall at all times be kept strictly confidential and is the exclusive property, depending on the case, of the Company or of any entity of the Group, regardless of whether such information is protected as industrial property or artistic property.

Similarly, Pierre Nanterme agrees to respect the confidentiality of all other information which he may become aware of during the execution of his employment contract, regardless of the origin of such information, whether it be from the Company or from an affiliated or associated company, from their respective clients or from other third parties.

The information referred to above includes in particular, without the following list being exhaustive, any and all deliverables created by the Company or provided to clients or to the Company, regardless of whether such deliverable is protected as industrial property or artistic property, information concerning data, “Know-how” as defined in article 16.4, “Works” as defined in article 16, trade secrets, strategic plans, marketing plans, customers or customer requests (including their names), lists of customers canvassed by the Company or the Group, price lists or pricing policy, technical information, inventions (whether or not patentable), information concerning projects or transactions, the Company's or the Group's employees, any financial information or projects, budgets, any paper or electronic document written by Pierre Nanterme or by any other person which is marked as “confidential” or any information which is said to be “confidential” or which Pierre Nanterme may reasonably consider to be regarded as such by the Company, any information given to the Company or to any entity of the Group, in confidence by customers, suppliers or any other person, and any reproductions or summaries of the aforementioned information of any kind, irrespective of the media.

In particular, he shall not, under any circumstances, disclose in any way or publish any information or share it, even verbally, with any third party, or use such information for his own account, without the prior consent of the Company in writing.

In any event, the confidentiality of information shall, at all times during the term of the contract, and after the expiry of this employment contract, for whatever reason, be observed and preserved by Pierre Nanterme.

Such obligation of non-disclosure shall survive and remain enforceable even after the expiry (by resignation, termination, mutual agreement, and/or invalidity of the employment contract) of this employment contract, without limitation of time.

All data and documents, as defined below, shall remain the property of the Company.

Pierre Nanterme shall not keep in his possession, in any manner whatsoever, any documents, studies or work and/or correspondence or any other data or copies belonging to the Company, which were given to him as part of his role, except during the time that such items are necessary for the performance of his duties.

In addition, Pierre Nanterme agrees to take any necessary measures to ensure that no unauthorised third     party can access any document containing confidential information.

Any breach of this strict obligation shall be likely to constitute gross negligence which may justify immediate dismissal as well as compensation for any damage caused.

Pierre Nanterme agrees to devote, to the Company, to Accenture plc and to the Group, his entire working hours to the tasks entrusted to him under this employment contract.

Therefore, during the execution of this employment contract within the Company, Pierre Nanterme is prohibited from directly or indirectly carrying out any other professional activity, against payment or free of charge, without prior agreement of the Board or any applicable committee thereof.

In the particular case where a request for professional services is personally made directly by a client or a prospect or a competitor of the Company, or of the Group, Pierre Nanterme agrees to refuse this request himself or on behalf of any third party and to inform the Board. 

Pierre Nanterme agrees, during the term of his employment contract, not to act on behalf of a competitor and not to carry out, on his behalf or on behalf of another company, any activities that would be competing with Accenture plc, the Company or the Group. In particular, Pierre Nanterme has a duty and an obligation not to entice or attempt to entice the clients, methods, trade secrets, or know-how of Accenture plc, the Company or the Group, for his benefit or for the benefit of any third party, and to not be interested in or gain any benefit, directly or indirectly, from the clients of the Company or the Group, even if he is the subject of unsolicited requests.

Any breach of this loyalty obligation shall be likely to constitute serious misconduct.

If Pierre Nanterme receives a job offer from a client, Pierre Nanterme agrees to immediately inform the Board.

It is expressly agreed that in the event of termination of the employment contract, Pierre Nanterme shall continue to be bound by a loyalty obligation vis-à-vis Accenture plc, the Company and the Group.

Pierre Nanterme recognises that his role as Chief Executive Officer of Accenture plc constitutes the most important position worldwide within the Group. Therefore, he has access to the broadest possible range of important documents and confidential information on the Company and Group's activities and clients, concerning the French market as well as concerning the foreign markets where the Company or the Group are established. In addition, Pierre Nanterme has especially significant contacts with the Company's and the Group's clients. In the course of his duties, Pierre Nanterme thus has access to an exceptional amount of know-how, technology, strategic plans, business practices and, in general, a very significant amount of confidential information and trade secrets concerning the Company and the Group. The use by Pierre Nanterme of such information or knowledge in the name, on behalf or for the benefit of a competitor of the Company and/or of the Group and would significantly damage the Company's and/or the Group's interests.

Consequently and given the nature of the activities of the Company and/or the Group and the highly competitive market in which they operate, Pierre Nanterme expressly acknowledges and recognises that:

the restriction on his professional activities upon termination of his duties resulting from the present non-competition, respect for clients and non-poaching clause only aims to safeguard the legitimate interests of the Company and/or the Group, and does not have the object, or consequence of preventing Pierre Nanterme from performing his professional activity; and

the present non-competition, respect for clients and non-poaching clause is an essential condition of employment.

In accordance with such conditions, in case of termination of this employment contract for any reason whatsoever (including following resignation, dismissal or amicable termination), Pierre Nanterme is prohibited from carrying out an activity (even unpaid):

Pierre Nanterme is also prohibited from:

taking an interest in or directly or indirectly canvassing any client or prospect with whom he has had relations in the 12 months preceding the notice of the termination of the employment contract,

hiring and/or poaching, by any means whatsoever or through any intermediary whatsoever, for his own account or on behalf of any third party, the employees of the Company or of the Group.

In particular, Pierre Nanterme agrees to not use the different professional and personal social networks for purposes which would contravene the obligations referred to above.

Such prohibitions in relation to non-competition, respect for clients and non-poaching are limited to a period of 12 months commencing on the date of actual termination of the employment contract, and shall cover the following territory: all countries listed at Annex C of the present contract, except the obligation mentioned at article 12.3.(a) which is applicable solely to France. It is agreed that this list may change and be added to by addendum.

In return for these obligations, Pierre Nanterme shall be allocated, over the same period, monthly financial consideration equal to 100% of the monthly average gross remuneration (consisting of base compensation and variable remuneration, with the exception of any equity grants) as appearing on Pierre Nanterme's payslips issued for the 12 months preceding termination of his employment contract. The parties agree that this financial consideration is fixed and shall include any allowance due under this sum, including a compensatory allowance for paid leave.

Every month, Pierre Nanterme shall certify his new employment status with the Company (certificate of employment of his new employer or, in the case of non-employment, a document certifying that he has signed on with the job centre, or failing that, a sworn declaration), to demonstrate that he is complying with the non-competition obligations imposed.

The financial compensation mentioned above shall cease to be payable if Pierre Nanterme fails to comply with the obligations imposed upon him under this Article.

However, the Company reserves the right to reduce the geographical scope or duration of application of the present clause or to waive the benefit of this clause provided that the Company informs Pierre Nanterme in writing within 15 days of the notice of termination of the employment contract (date of receipt of the resignation letter or the constructive dismissal letter, or the date of sending of the dismissal letter) or of the date of knowledge of the certification of the amicable termination by the DIRECCTE. In the event that the Company should waive the benefit of this non-competition clause in the form and within the period mentioned above, it shall consequently no longer be bound to pay the aforementioned financial consideration every month.

Pierre Nanterme is informed and accepts that the Company shall collect and process his personal information. Such information is needed by the Human Resources Department and the other departments concerned to manage the professional file of Pierre Nanterme including for the management of his professional career, appraisal, professional training, remuneration (salary, paid holiday, miscellaneous absence), mobility, integration or departure from the Company. Personal information may also be processed as part of the management of files in which Pierre Nanterme is involved during the execution of his employment contract, as well as to comply with legal obligations for the Company or the Group.

The information may be sent to international companies or third parties acting in name and/or on behalf of one of the companies belonging to the Group, established in countries which may or may not ensure a sufficient level of protection, which are affiliated with the Company and to third parties if such communication proves to be necessary for business purposes or by law. The information categories concerned by such transfer are related to Pierre Nanterme's identification, professional life, and the information related to Pierre Nanterme's economic and financial situation, and the transfer carried out shall be particularly concerned with the management of Pierre Nanterme's professional life within an international organisation.

The Binding Corporate Rules for the organisation of intra-group data trans-border flows and data transfer agreements have been implemented to manage these trans-border flows and guarantee a sufficient level of protection. Pierre Nanterme may request a list of the countries concerned and a copy of the by-laws from the “Data Privacy Officer”.

Pierre Nanterme has a right to query, access, correct and object, for legitimate reasons, to the personal information concerning him. In order to exercise this right, Pierre Nanterme shall contact the “Data Privacy Officer”, ***@***, or the Human Resources department.

Pierre Nanterme also agrees to collect, process and store any personal information of third parties to which he has access during the term of his employment contract in accordance with the law in force and the procedures applicable within the Company. Pierre Nanterme also agrees to only use such personal information within the scope of his role and within the limits required for its execution.

In this regard, Pierre Nanterme shall take special care to ensure the confidentiality and the security of personal information which he may have access to during the execution of his employment contract.

the exclusive right to reproduce, in particular in numerous copies, duplicate, print, record all or part of the Works by any means on any media, in particular but without limitation on paper supports, films, electronic support, as well as on any media whether analogical, digital or differently electronically exploitable (including CD-Rom, CDI, CDV, DVD, DVD Rom, DVD-R et DVD-Ram, DivX, memory card, minidisc, DAT, hardware, web site server, smart phone, electronic pad, digital tablets, Intranet, diskette, book, magazine, phonogram and videogram), or optical, and any other media and in any forms and formats whether known at the execution date of this employment contract or to be discovered in the future;

the exclusive right to establish any version, whether in French or in a foreign language, including in any computer language, of all or part of the Works and more generally the rights of translation, arrangement, modification and the right of adaptation, transformation of all or part of the Works in view of any kinds of exploitation, including but without limitation the right to add, remove, combine or modify the Works by any means or process known or unknown to date;

the exclusive right to publish, broadcast, edit, or re-edit, market, license or assign the right to use, rent, or lend reproductions of all or part of the Works, whether for free or for valuable consideration;

the exclusive right of representation and broadcasting of all or part of the Works, in public or in private, by any means using all processes whether known at the execution date of this employment contract or to be discovered in the future, in all format and all support including, but not limited to, terrestrial, TNT, IPTV, TMP, satellite, cable, cinema, video, and television broadcasting or any other telecommunication or audio-visual communication network, wireless technology or mobile phone and, more broadly, by any other communication means (Internet, Intranet, Extranet, email…);

the exclusive right to register the Works as trade mark and/or industrial design, in France and abroad.

Pierre Nanterme agrees to comply with all the terms and conditions of the different agreements (exploitation, license, protection, etc.) which the Company has signed in respect of the use of software (programmes, products, operating systems, etc.) or to which the latter is bound within the context of projects.

Pierre Nanterme shall take the greatest care with regard to information risks such as fraud, viruses, piracy, etc. with regard to the Company's systems and networks and those of clients.

The duties of Pierre Nanterme, as defined in his employment contract, shall require him to travel on several occasions for ad hoc intervention.

This mission order is continuous. It shall apply to any travel by Pierre Nanterme within the scope of his duties, at the request of the Company.

Certain terms in this regulation are different according to whether the length of the mission is less than or more than three months.

The length of the mission may be shortened or extended by the Company, which Pierre Nanterme agrees to accept by signing this document.