exv10w14



 





Exhibit 10.14




EMPLOYMENT CONTRACT




[English Translation]




BETWEEN
:




ACCENTURE




hereafter referred to as “Accenture” on the first hand




AND :




Name:

Address:

Social Security number:




hereafter referred to as the “Partner” on the other hand




HAVE AGREED AND CERTIFY THE FOLLOWING:




Article 1 — Purpose



1.1 The Partner is bound to Accenture with an employment contract. Within the context of the
reorganization of the various international Accenture entities, the Partner and Accenture
(hereafter called “the Group”) have decided to replace the former employment contract(s) with
the present employment contract, in order to standardize the Partners’ employment contracts
clauses.



1.2 Consequently, the Partner and Accenture agree to have the present employment contract replace
all the former work contracts and their addenda.



1.3 The contractual relationship between the Partner and Accenture is ruled by the present
employment contract, as of 1st June 2001.



1.4 This employment contract is ruled by our “Convention Collective” (Collective Industry
Agreement), by all documents applicable to the Partner, and in particular our “Règlement
Intérieur” (Internal procedures and policies), by all processes applied within Accenture, by
the Group policies, and in particular all policies applying specifically to Partners, and by
the terms and conditions of this contract. All documents listed in this article are at the
Partner’s disposal in the Accenture Paris head office.




Article 2 — Nature of the Professional Duties



2.1 The Partner shall:





	 	-	 	Approach prospective customers and supervise proposals,
	 
	 	-	 	Manage the relationship between Accenture and the clients’ general and operational management,
	 
	 	-	 	Actively participate to the strategic formulations to clients,
	 
	 	-	 	Supervise the management of client consulting projects and contribute to
develop strategic scenarios,




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	 	-	 	Evaluate resources and time requested to fulfill the consulting mission, ensure
adequacy between the consultants’ skills and the work to be carried out, ensure work
delivered to clients is high quality and meets the clients’ need, satisfaction and
terms of the contract,
	 
	 	-	 	Supervise resources, more particularly on client projects, participate to their
professional development, monitor their work conditions and motivation,
	 
	 	-	 	Actively participate to Accenture internal management and development in
France, in particular with regards to recruiting, human resources management, sound
financial monitoring of activities and to any project, upon request from management,
	 
	 	-	 	Develop high expertise on the company strategies and on services and solutions
proposed by Accenture, by participating to Accenture international work groups,
	 
	 	-	 	Fulfill his duties diligently, whether these are mandates that have been given
to him or representation duties he has been entrusted with.




2.2. These duties are likely to evolve because of Accenture adaptability to the market constraints
on the one hand, and because of the Partner’s’ competencies and increase of his skills on the
other hand.



2.3 The Partner acknowledges he will need to deal with documents and work in English, because of
the international scope of the Group and its clients.




Article 3 — Compensation



3.1. Base Salary



3.1.1 The Partner shall receive as compensation the annual gross salary of reference shown in
Appendix A. Salary is payable over 12 months by wire transfer directly on the Partner’s bank
account.



3.1.2 The Partner and Accenture expressly agree that the legal regulations on working time are not
applicable to the Partner because of his position as “Cadre Dirigeant” (Top Executive). As a
result, the Partner will not be authorized to claim payment of overtime.



3.1.3 The Partner and Accenture agree that 10% of the above mentioned salary will be paid as an
advance payment of the non-compete clause of Article 15 of this employment contract. This
advance payment shall stop when salary payment stops. Advance payment paid to the Partner for
the duration of the present work contract will hence be considered as the financial
compensation of the non-compete clause described in Article 15 hereafter.



3.2. Monthly bonus



3.2.1 The Partner is liable to receive a monthly bonus, whose payment and gross amount shall be
discretionary and shall depend on the annual budget of the Group, set at beginning of each
fiscal year. Any monthly bonus shall be paid, if applicable, with the salary, directly on
the Partner’s bank account.



3.2.2 Notwithstanding the monthly nature of this bonus, Accenture reserves the right to cancel its
principle and implementation at each new fiscal year.



3.3. Quarterly bonus



3.3.1 The Partner is liable to receive a quarterly bonus whose payment and gross amount shall (i)
be discretionary and shall depend on the compensation policy applied in the Group and (ii) be
based on the achievements by the Group of the quarterly targets set in the annual budget of
the Group at beginning of each fiscal year.



3.3.2 Any quarterly bonus shall be paid, if applicable, 2 months after the end of the quarter
concerned, directly to the Partner’s bank account.




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3.4. Annual Bonus



3.4.1 The Partner is liable to receive an annual bonus whose payment and gross amount shall be
discretionary and shall depend on the compensation policy applied in the Group.



3.4.2 Consequently, it will be decided at each end of fiscal year if payment of this bonus is
appropriate and which bonus amount should be granted.



3.4.3 Each annual bonus shall be paid, if applicable, within 3 months after the end of the fiscal
year concerned, directly to the Partner’s bank account.



3.5. Terms applicable to both the quarterly and annual bonuses



3.5.1 Payment of bonuses related to budget periods which have expired before receipt by Accenture
of the Partner’s resignation letter or before receipt by the Partner of a dismissal letter,
shall be paid according to the above terms, even though the Partner is executing his notice
period or has left the firm at payment date.



3.5.2 No quarterly bonus related to a quarterly budget period shall be paid to the Partner if he
notified his resignation or was notified of his dismissal during this quarterly budget period.



3.5.3 The annual bonus due to the Partner for the fiscal year of his departure, if applicable,
will be prorated (prorata temporis) from the beginning of the fiscal year until the month
preceding the Partner’s dismissal or resignation notification. If applicable, this prorated
annual bonus shall be paid at the end of the fiscal year.



3.5.4 Bonuses due to the Partner shall be paid to him even though actual payment occurs after the
Partner left Accenture.



3.5.5 Payment of bonuses related to several budget periods, successive or not, does not open any
right for future payments.



3.6 The Partner is liable to receive shares or stock options of the Group. Grant of shares or
stock options is discretionary. Shares or stock options granted to the Partner are subject to
the rules of the “Stock Incentive Plan.”




Article 4 — Status



The Partner’s status will be “Cadre”, coefficient 270. He shall be affiliated to CRICA and UPS
(complementary retirement pension plans) and to the Accenture protection plan.




Article 5 — Duration



5.1 This employment contract is a permanent contract and shall take effect on 1st June
2001.



5.2 Each party shall be able to terminate this employment contract, provided they comply with
French regulations and our “Collective Industry agreement” regulations and rules.



5.3 Accenture reserves the right to release the Partner from executing his notice period.




Article 6 — Trial Period



The Partner shall not have a trial period, due to his experience within Accenture. The Partner’s
seniority is kept entirely.




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Article 7 — Work Location



7.1 The Partner shall be based in the Accenture Paris head office.



7.2 Because of the nature of his duties, the Partner is considered as mobile and shall be
requested to work and travel in France and abroad, in all Accenture offices or the Group
offices, as well as in the Group or Accenture clients’ offices and premises. The Partner
expressly acknowledges and accepts that, should Accenture wish to change the main location of
the Partner’s activities, this modification shall not constitute a substantial modification of
this employment contract and shall not open rights to perceive any related compensation,
except for possible moving allowances. Besides, should Accenture transfer its registered
office or the home office of the Partner elsewhere, this shall not constitute a substantial
modification of this employment contract.



7.3 The Partner shall have a valid passport, allowing him to travel abroad.



7.4 The Partner shall be reimbursed for his travel expenses, in accordance with the Group
policies and procedures.



7.5 Should the Partner be assigned abroad, and in accordance with the Group policies and
procedures, a tax equalization scheme is operated to guarantee fiscal and social taxes
neutrality, so that the Partner shall not bear any additional tax or gain a fiscal or social
benefit. If applicable, the Partner shall bear a hypothetical tax corresponding to the social
and fiscal taxes he would have paid, had he stayed in France. Foreign taxes shall be borne by
Accenture. Terms and conditions of the tax equalization scheme are described in the
Inter/Intra-Area Assignment Policy which can be obtained from the Human Resources Department.



7.6 The Partner authorizes Accenture to withhold from his salary the amount of the hypothetical
tax calculated according to the Inter/Intra-Area Assignment Policy.



7.7 Should the Partner leave Accenture, he shall authorize Accenture to withhold the balance due
for his hypothetical tax from his final settlement. Should the hypothetical tax balance exceed
the amount of the final settlement, the Partner shall pay the remaining balance by check.




Article 8 — General Rules on Employment Contract Termination



In the event of this employment contract termination, the Partner:





	-	 	shall be considered as resigning from all mandates and duties that
were given to him due to his position as a Partner. He shall be
considered as resigning from his mandates, in any committee or board
within Accenture or the Group, and from all his representation duties,
whether they are internal within Accenture or the Group, or external.
If required by the Accenture France Chairman, he shall write any
letter to acknowledge his resignation from these mandates or
representation duties;
	 
	-	 	shall immediately reimburse Accenture all money he owes the company.
Accenture is authorized to withhold from his final settlement the full
balance of money owed, to the limit of the legal provisions;
	 
	-	 	shall return Accenture all documents and equipment that had been given
to him to carry out his duties, in accordance with Articles 11 and 12
of this employment contract.





Article 9 — Intellectual and Industrial Property



9.1 This Article 9 applies to all work, intellectual inventions of all kinds, including know-how,
methods and methodologies, technologies, development, equipment and models, software and
related documentation, as well as all creations that can be protected by the Intellectual or
Industrial Property or by any other means (named as Creations hereafter), designed or
developed by the Partner, alone or in collaboration, in any location, within the scope of his
employment at Accenture.




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9.2 The Partner acknowledges that Creations he conceived alone or in collaboration, in the scope
of this employment contract or any prior Accenture employment:





	 	-	 	are produced at the initiative of Accenture and under Accenture control (and/or
the Group), and
	 
	 	-	 	shall belong to Accenture with no exception or restriction. Accenture can take
any measure to protect them. Consequently, Accenture is authorized to patent, publish,
communicate and disclose them, directly or indirectly, under Accenture name or under
the name of an entity of the Group, or to transfer them, more particularly within the
Group.




Consequently, the Partner agrees to cooperate to facilitate the protection of the Creations
in the interest of Accenture, by protecting confidentiality on these Creations, except with
Accenture Management, and by signing all necessary documents as required by Accenture during
and after employment.



9.3 If needed, and more specifically to comply with the Intellectual Property code, our
“Convention Collective” (Collective Industrial Agreement) and the Group policies and
procedures, the Partner agrees in granting Accenture, with no exceptions or restrictions and
all guarantees and related guarantees, all the rights he retains or shall retain on all
Creations of any kind — more particularly blueprints, studies, methods, documentation,
recordings, software, requirements and specifications files, databases, IT Creations,
pictures, sounds, graphics, sketches, logos, prototypes, models, screens, files and folders,
architecture, navigation, graphical chart, catalog — and inventions he conceived or shall
conceive during his employment at Accenture.



9.4 In compliance with the terms of Article L.131-3 of the Intellectual Property code, all rights
given include rights to represent, copy, adapt, integrate, digitalize and distribute all
Creations, fully or partially, as well as the development and operation rights deriving from
each element as described here below, and more particularly:





	 	-	 	the right to represent and copy with no limit, each Creation on its own, fully
or partially, or put together with one or more other elements, under any form, by all
means and processes, on any kind of existing and future medium, known or unknown, and
more particularly digital, magnetic, “optonumeric”, downloaded media, paper based or
paper derived, microfilms, videos, disks and floppy disks, DVDs, CDs, CDIs, CD Roms,
Internet, intranet, extranet, tapes, listings,
	 
	 	-	 	the right to represent and publish Creations, fully or partially, by all means
of communication, presently known or unknown, and more particularly any
telecommunications network, interactive data communication systems, downloading, remote
transmission, transmission via terrestrial network satellite or cables, on-line
networks such as Minitel, audiotext, Internet, intranet, extranet,
	 
	 	-	 	the right to adapt, modify, translate, change, combine, assemble, put together,
arrange and transcribe Creations, fully or partially, and the right to integrate them
into other works, the right to adapt, modify, develop, follow-up, and produce new
versions, use, maintenance of Creations and software, translations in all languages and
programming languages, use of algorithms, for any purpose, as well as the right to
copy, represent and market the modified, adapted new Creation or derived Creation, in
compliance with this Article 9,
	 
	 	-	 	the right to distribute, rent, lend, market and publish Creations by all means,
to anyone, free of charge or not,
	 
	 	-	 	the right to grant to any third-party all reproduction, publication or
marketing rights and all licences of any kind, on any medium, by all means,
	 
	 	-	 	the right to sell or give free of charge, all or part of the rights described
in this contract, in particular to any entity of the Group,
	 
	 	-	 	the right for Accenture to use Creations for its personal usage or for
third-parties, with no restriction,
	 
	 	-	 	more generally, the entire proprietary copyrights.





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9.5 All software, as well as all design and operational equipment created by the Partner, either
during his employment within or outside Accenture, or according to Accenture instructions, or
in the sphere of activity of Accenture, or thanks to knowledge and techniques and/or means
specific to Accenture, or to data provided by Accenture, expressly belong to Accenture in the
source and object version, whatever the legal protection regulations for Creations are, such
as copyright or inventions patents.



9.6 The Partner guarantees he is not bound to any agreement restricting or prohibiting him from
transferring the rights described in this contract.



9.7 This transfer of intellectual property rights is valid for the whole world and for the entire
copyright duration linked to the Creations.



9.8 The transfer of the intellectual property rights to Accenture will occur on a regular basis,
as soon as Creations and other elements are produced. Consequently, Accenture shall be
authorized to possess them, whatever their completion state is if, for any reason whatsoever,
the employment contract is terminated.



9.9 As a result to this transfer, the Partner expressly acknowledges he is prohibited from
copying or re-using, under whatever form, part or whole of the rights transferred,
notwithstanding his right to re-use experience and know-how acquired during his employment.



9.10 The Partner agrees not to claim possible moral rights on the Creations to Accenture, any
entity of the Group, Accenture or the Group Clients, or the owners of a user licence.



9.11 The financial compensation of this transfer is included in the Partner’s gross compensation,
as described in this employment contract. It may be reconsidered by both parties to be a fair
compensation for the patentable creations conceived outside the mission, for which Accenture
would get a patent.



9.12 Should the Partner contest, he shall prove his Creations do not fully belong to Accenture.




Article 10 — Software



10.1 The Partner agrees to comply with all terms and conditions of the contracts Accenture signed
(use, user licence, protection) with regards to the use of software (products, programs,
operating systems) or to which Accenture is bound within the scope of the projects.



10.2 The Partner commits to be very cautious with regards to IT risks such as fraud, viruses and
hackers for Accenture systems and networks, as well as for the clients’ systems and networks.




Article 11 — Professional Secrecy



11.1 Accenture and their employees are bound to professional secrecy. Consequently, for the
duration of the present employment contract and after its termination, the Partner is bound
not to disclose to anyone (except to those who need to be informed about the project because
of their responsibilities and duties) any information on the projects, studies, development,
consulting and software produced within Accenture (or within an entity of the Group), either
for clients or for Accenture, as he is bound to absolute professional secrecy. This applies as
well to information, results, etc. pertaining to work carried out within Accenture (or within
an entity of the Group) or at clients.



11.2 Furthermore, all necessary measures shall be taken to ensure no unauthorized third-party may
have access to any document which contains confidential information such as, among others,
those described above, information related to Accenture personnel and the Group personnel, as
well as the list of Accenture clients and clients of the Group.




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Article 12 — Confidentiality



12.1 Should the Partner terminate his employment contract with Accenture, except in the case of a
transfer to another entity of the Group or in any other situation required by Accenture, he
shall return to the Accenture France Chairman all equipment, files, projects, studies,
methodologies, developments, consulting, software and other documents produced at Accenture
(or at an entity of the Group), which he still holds.



12.2 He shall not keep any copy of the above documents and shall respect their confidentiality
even after he left, unless specifically stated otherwise in writing by Accenture beforehand,
and provided that information disclosed was legally known by the third-parties. Consequently,
he agrees not to use the content of it for his own benefit or for a third-party benefit, and
not to communicate or let communicate to anyone any information it contains. Breach of this
confidentiality clause may implicate his personal liability.




Article 13 — Exclusive Rights for the Duration of the Employment Contract



13.1 The Partner commits to devote all his working time to Accenture and to any other entity of
the Group, in order to fulfill the duties Accenture gave him in the scope of this employment
contract.



13.2 Should an Accenture client or prospective client require professional services, on a personal
basis and directly from the Partner, the Partner commits to refuse this request for him or any
third-party, and inform the Accenture France Chairman.



13.3 He is not authorized to have another professional activity, either directly or indirectly,
whether this activity is compensated or not, unless agreed otherwise in writing by the
Accenture France Chairman, beforehand.




Article 14 — Loyalty and Faithfulness Obligation



14.1 Each Partner is bound to loyalty and faithfulness to his employer, forbidding him from any
competition with his employer.



14.2 Should the Partner receive a job offer from a client, he acknowledges he shall inform
immediately the Accenture France Chairman, to comply with this commitment.




Article 15 — Non-Compete Clause



15.1 The Partner acknowledges that his activity within Accenture implies direct contacts with
Accenture clients, which gives him a wide access to know-how, techniques, marketing methods,
and more widely, to confidential information about Accenture.



15.2 He acknowledges that confidential information represents one of the major Accenture assets.
Consequently, Accenture has a legitimate concern to include a non-compete clause in this
employment contract.



15.3 Consequently, and according to the nature of his duties, should this employment contract
terminate, the Partner commits not to work, show interest or prospect directly or indirectly,
for any reason whatsoever, for his personal benefit or a third-party’s benefit, Accenture
clients, as well as prospective clients with whom he had direct contacts within the last 18
months preceding his employment contract termination. This commitment is valid for an 18-month
duration, as of the employment contract termination.



15.4 Besides, the Partner commits not to hire or hire away Accenture employees, for his own
benefit or for a third-party benefit.




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15.5 Furthermore, the Partner commits not to join or work with an Accenture competitor (see list
in Appendix B) and/or direct subsidiary or potential successor working in the same sphere of
activity, for a 12-month duration after termination of his employment contract, more
particularly as a partner, employee or consultant carrying out similar duties as the ones he
carried out within Accenture. The Partner commits not to own more than 1% of the capital of an
Accenture competitor.



15.6 These commitments are restricted to France.



15.7 Should one or more paragraphs, or part of a paragraph of this Article 15, be legally declared
as void by a valid court, this paragraph or part of a paragraph shall be considered as void
and null. This shall not have any effect on the other terms and conditions of this Article 15,
which shall remain valid and enforceable.




Article 16 — Non-Solicitation Clause



16.1 The Partner commits, for the duration of his employment contract and for a 12-months duration
after his notice period terminated, whether this notice period was executed or not, not to
solicit directly or indirectly, for his own benefit or for a third-party benefit, any client
of Accenture or the Group.



16.2 The Partner commits, for the duration of this employment contract and for a 12-months
duration after his notice period terminated, whether this notice period was executed or not,
not to hire or hire away, for his own benefit or for a third-party benefit, Accenture
employees or employees of the Group, as well as employees of Accenture clients or of clients
of the Group.




Article 17 — Independence



The Partner commits not to hold directly shares of an Accenture client company, even a few shares,
as he may work on a project allowing him to have access to financial information on this company,
other than the usual legal public information.




Article 18 — Data Protection



18.1 In the scope of the Partner’s personnel file management, professional career, performance
evaluation, professional training, compensation (salary, paid vacation, various absences), his
integration within Accenture and more widely all his professional activity within the
Accenture Group, Accenture needs to have access to, collect, process, communicate and retain
(called Data Processing hereafter) the Partner’s personal data, which he acknowledges and
accepts.



18.2 Consequently, the Partner expressly authorizes Accenture to:





	 	(a)	 	collect, process and retain his personal data,
	 
	 	(b)	 	communicate his personal data retained by Accenture to other members of
Accenture and to entities of the Group worldwide, as well as to third-parties, should
this communication prove necessary for professional purposes or to comply with legal
regulations and requirements,
	 
	 	(c)	 	more widely, manage the “Data Processing” in compliance with the legal
regulations and requirements (“Loi Informatique et Libertés” n° 78-17 of 6th
January 1978).




18.3 The Partner has a right to access and modify his personal data. To do so, he shall address to
the Human Resources Department.



18.4 Should the Partner communicate or already communicated to Accenture personal data on
third-parties such as his spouse and children, he acknowledges he duly informed these
third-parties and got their prior agreement on collection, processing, communication and
retention of their personal data by Accenture or entities of the Group.




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18.5 The Partner commits to collect, process, communicate and retain any personal data he had
access to for the duration of this employment contract, in compliance with the legal
regulations and requirements and the Accenture policies and procedures.



18.6 The Partner commits to use this personal data only in the scope and accomplishment of his
professional duties.




Article 19 — Use of Personal Photographs



19.1 The Partner authorizes Accenture to use, copy, publish the personal photograph he freely
provided Accenture when joining the firm, to the other Accenture members and members of
entities of the Group. Use, copy and distribution shall only be carried out in the scope of
internal and external professional activities and more specifically in the scope of activities
operated by Accenture such as meetings or project presentations to which the Partner
participated.



19.2 These use, copy and distribution shall be made on all media, and more particularly on paper
based medium, “Notes” databases, slide shows, employees photo repository, newsletters and,
after photograph was scanned or digitalized, by any other means.



19.3 The Partners understands that these use, copy and distribution of this personal photograph
can be suspended or stop any time upon his request. He shall also be able to request back his
personal photograph at any time. In any case, these use, copy and distribution shall
automatically stop upon termination of his Accenture employment, for whatever departure
reason.




Paris, 23rd May 2001




The Partner

Please write “lu et approuvé” (read and approved) above your signature




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APPENDIX A



As of 1st December 2003, the Partner shall receive the following annual reference salary
as compensation, as per Article 1 of the addendum to his work contract, taking effect on
1st December 2003:                      euros (gross amount)



As of 1st December 2003, the Partner shall receive a monthly variable bonus, as per
Article 2 of the addendum to his work contract taking effect on 1st December 2003 of the
following maximum amount:                      euros (gross amount)



Drawn up in duplicate in Paris on 28 November 2003, each Party keeping one original copy.



Please write “lu et approuvé” (read and approved) above your signature




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ADDENDUM TO THE EMPLOYMENT CONTRACT




BETWEEN
:




ACCENTURE SAS




hereafter referred to as “Accenture SAS” on the first hand




AND
:




Name:

Address:




hereafter referred to as the “Partner” on the other hand




Both Accenture SAS and the Partner shall jointly be referred to as “the Parties”




IT IS REMINDED THAT:



All Partners of the Accenture Group (hereafter called “the Group”) have made a worldwide decision
in September 2003 to modify the Partners’ compensation scheme as of 1st December 2003.



Consequently, as of 1st December 2003, this addendum to the employment contract amends
the Partner’s employment contract and its addendums, if any, with regards to all terms and
conditions on compensation.




IT HAS BEEN AGREED THE FOLLOWING:




Article 1 — Base Salary



1.1 Based on his new “Level of Responsibility” and its corresponding face value, the Partner
shall receive, as compensation, the annual reference salary shown in Appendix A of this
addendum to his employment contract.



1.2 Taking into account his professional responsibilities whose importance implies a significant
independence in his work schedule organization, his large autonomy in taking decisions and his
compensation level, the Partner’s position is “Cadre Dirigeant” (Top Executive), as per legal
regulations on working time. Consequently, the legal regulations on working time, and more
specifically on overtime, are not applicable to the Partner because of his position as “Cadre
Dirigeant". As a result, the Partner will not be authorized to claim payment of overtime.



1.3 The Partner and Accenture SAS agree that 10% of the above mentioned salary will be paid as an
advance payment of the non-compete clause described in his employment contract. This advance
payment will stop when base salary payment stops. Advance payment paid to the Partner for the
duration of the present work contract will hence be considered as the financial compensation
of the non-compete clause.




Article 2 — Monthly Variable Bonus



2.1 Due to his position, the Partner is liable to receive a variable monthly bonus whose maximum
amount is shown in Appendix A of this addendum. Payment and amount of this monthly variable
bonus shall be discretionary and set each month by Accenture SAS.




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2.2 Any variable monthly bonus, if applicable, will be paid directly to the Partner’s bank
account, together with his base salary.




Article 3 — Individual Performance Bonus



3.1 Taking into account his Partner position and his individual performance rating for the
previous fiscal year, the Partner is liable to receive an individual performance bonus, paid
on a monthly basis, directly to his bank account and together with his base salary.



3.2 As his individual performance is reviewed each fiscal year, the Partner acknowledges that
payment of individual performance bonuses related to previous fiscal years, successive or not,
does not open any right for future payments.




Article 4 — Quarterly Bonus Based on the Performance of the Group



4.1 If the Partner’s position was a Partner position for at least one full fiscal year, he is
liable to receive quarterly bonuses based on the performance of the Group, as of the second
fiscal year, provided his position is still a Partner position on the first day of the quarter
following the first fiscal year mentioned above.



4.2 Payment and amount of these quarterly bonuses based on the performance of the Group are
discretionary and shall depend on the compensation policy applied in the Group, as well as on
the achievements by the Group of the quarterly targets for the last 4 quarters, as set in the
annual budget of the Group at beginning of each fiscal year.



4.3 Payment of quarterly bonuses based on the performance of the Group and related to previous
fiscal years, successive or not, does not open any right for future payments.




Article 5 — Annual Variable Bonus



5.1 Due to his position, the Partner is liable to receive a variable annual bonus whose gross
amount and payment shall be discretionary and shall depend on the compensation policy applied
in the Group, as well as on the economic and financial performance of the Group confirmed at
end of each fiscal year. Consequently, it shall be decided, after public announcement of the
fiscal year earnings is made, if payment of this bonus is appropriate and which bonus amount
should be granted.



5.2 This annual bonus shall be paid only if the Partner is employed as Partner on the last day of
the fiscal year concerned. Should the Partner be appointed as Partner during the course of the
fiscal year, payment of the annual variable bonus, if applicable, shall be prorated (prorata
temporis).



5.3 No annual variable bonus shall be paid to the Partner whose employment contract terminated,
if he breached his non-compete clause, which is valid after his employment contract
terminated.



5.4 Payment of variable annual bonuses related to previous fiscal years, successive or not, does
not open any right for future payments.




Article 6 — Duration



This addendum to the employment contract and to any former addendum to this work contract cancels
and replaces all prior contractual provisions related to compensation which may have been agreed
upon with the Partner, and shall take effect on 1st December 2003, on a permanent basis.



Drawn up in duplicate in Paris on 28 November 2003, each Party keeping one original copy.



Please sign each page of the addendum with your initials and sign the last page after you wrote “lu
et approuvé” (read and approved) above your signature



Appendix A attached herewith




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APPENDIX A



As of 1st December 2003, the Partner shall receive the following annual reference salary
as compensation, as per Article 1 of the addendum to his work contract, taking effect on
1st December 2003:                      euros (gross amount)



As of 1st December 2003, the Partner shall receive a monthly variable bonus, as per
Article 2 of the addendum to his work contract taking effect on 1st December 2003 of the
following maximum amount:                      euros (gross amount)



Drawn up in duplicate in Paris on 28 November 2003, each Party keeping one original copy.



Please write “lu et approuvé” (read and approved) above your signature





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