##### 



EXHIBIT
10.10
 [Avanade, Inc.]
 SUPPLEMENTAL EXECUTIVE RETIREMENT AND SAVINGS PLAN
 ADOPTION AGREEMENT
   A.
    
    EMPLOYER INFORMATIONName of Employer(s) (If more than one Employer is specified, the first named Employer shall
be the Plan Sponsor):
 1.
    
    
    Name:
    
    Avanade, Inc.Address:
    
    2211 Elliot Ave. Suite 200 Seattle, WA 98121Phone:
    
    206-239-5600EIN:
    
    91-20328652.
    
    
    Name:Address:Phone:EIN:3.
    
    
    Name:Address:Phone:EIN:o
    
    Check this box if there is an attachment named Exhibit A when the above lines are insufficient.
 B.
    
    PLAN INFORMATION
 2




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1.
    
    Name of Plan: [Avanade, Inc.] Supplemental Executive Retirement Plan.2.
    
    This Adoption Agreement, when used with the Basic Plan Document, shall (Check one):
 a.
    
    o
    
    Establish a new Plan effective as of , the Effective Date.b.
    
    þ
    
    Constitute an amendment and restatement in its entirety of a previously
established plan, which was initially effective on 01/01/2005 the Original
Effective Date. This amendment and restatement is effective as of
12-31-07, the Effective Date.NOTE: EMPLOYERS WHO WISH TO HAVE THIS ADOPTION AGREEMENT AND THE BASIC PLAN
DOCUMENT GOVERN THE ASSETS MAINTAINED IN RESPECT OF A PRIOR PLAN MAY DO SO
ONLY IF THIS ADOPTION AGREEMENT AND THE BASIC PLAN DOCUMENT OFFER TO
PARTICIPANTS UNDER THE PRIOR PLAN DISTRIBUTION AND VESTING RIGHTS THAT ARE
AT LEAST AS FAVORABLE TO THE PARTICIPANTS AS THOSE PROVIDED UNDER THE PRIOR
PLAN. IF THIS ADOPTION AGREEMENT AND THE BASIC PLAN DOCUMENT DO NOT SATISFY
THIS REQUIREMENT, THE EMPLOYER MUST DEVELOP WITH COUNSEL ITS OWN DOCUMENT TO
GOVERN THE RESTATED PLAN.
  C.
    
    ELIGIBILITY
 NOTE: THE PLAN MAY BE MAINTAINED ONLY FOR THE BENEFIT OF (1) A SELECT GROUP OF THE EMPLOYERS
MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES, (2) INDEPENDENT CONTRACTORS OR (3) NON-EMPLOYEE
DIRECTORS. EMPLOYERS ARE ENCOURAGED TO CONSULT WITH COUNSEL REGARDING WHETHER THE NAMED INDIVIDUALS
OR POSITIONS QUALIFY UNDER THE SELECT GROUP STANDARD.
 1.
    
    The following named individuals, each of whom are considered either (a) a member of a
select group of management or highly compensated Employees, (b) Independent Contractors or
(c) Non-Employee Directors of the Employer:
 3




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See Attached ! All Employees Level 60 and above plus 1 grand-fathered Level 55
employeeo Check the box if
there is an attachment named Exhibit C, l when the above lines are insufficient.(Employees/Independent Contractors/Non-Employee Directors who become eligible to
participate in the Plan after the Effective Date shall be those specified by the Board of
the Employer in accordance with the terms of the Plan.)2.
    
    Persons holding the following positions within the Employers management, each of whom are
considered to be a member of a select group of management or highly compensated employees:All Employees Level 60 and above plus 1 grand-fathered Level 55 employee.o Check the box if there is an attachment named Exhibit C,2 when the above lines are
insufficient.
 D.
    
    CONTRIBUTIONS AND ALLOCATIONS
  1.
    
    þ
    
    The Employer shall not make Employer Contribution Credits.2.
    
    o
    
    The Employer may contribute each Plan Year an amount of Employer
Contribution Credits on behalf of one or more Participants, at times and in amounts determined
solely at the discretion of the Employer.
 4




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NOTE: AN EMPLOYER WHO WISHES TO MAKE EMPLOYER CONTRIBUTION CREDITS AVAILABLE UNDER THE PLAN IS
PERMITTED TO UTILIZE ANY METHOD THE EMPLOYER DESIRES, PROVIDED THAT SUCH METHOD IS PERMITTED UNDER
CODE SECTION 409A (E.G., A UNIFORM PERCENTAGE OF COMPENSATION, A GROSS UP FOR THE LIMITATION ON
CONTRIBUTIONS CERTAIN PARTICIPANTS MIGHT INCUR UNDER THE EMPLOYERS TAX QUALIFIED RETIREMENT PLAN
BECAUSE OF LIMITS UNDER SUCH PLAN, AN ARBITRARY DOLLAR AMOUNT, ETC.) AND MAY SELECT ANY
PARTICIPANT OR PARTICIPANTS TO RECEIVE THE SAME (E.G., PARTICIPANTS WHO ARE EMPLOYED ON THE LAST
DAY OF THE CALENDAR YEAR, PARTICIPANTS WHO ACCRUE A BENEFIT UNDER THE EMPLOYERS TAX-QUALIFIED
RETIREMENT PLAN, CERTAIN NAMED PARTICIPANTS WITH RESPECT TO WHOM THE EMPLOYER HAS A CONTRACTUAL
OBLIGATION TO MAKE A CONTRIBUTION, ETC.). NO FORMULA IS REQUIRED TO BE SPECIFIED UNDER THIS
ADOPTION AGREEMENT.
 E.
    
    DISTRIBUTIONS
 1.
    
    Form of Distributions Upon Separation from Service. Upon Separation from Service, the form of distribution will be determined by (Check one):
 a.
    
    þ The Employer, who hereby elects that all distributions upon Separation
from Service will be made in (Check one):1.     þ Lump sum form.2.     þ In annual installments over a period of  (2-15) years.If the Participant is deemed a key employee of a publicly traded corporation as
defined in Code Section 416(i)(1), distributions may not commence earlier than six
months after the date of the Participants Separation from Service.b.
    
    o The Employee, pursuant to the enrollment process, who may elect to receive
distributions either in lump sum form or in annual installments over a period of 2 to  (insert number of years  maximum 15) years; provided, however, that if the Participant
is deemed a key employee of a publicly traded corporation as defined in Code Section
416(i)(1), payment may not be made earlier than six months after the date of the
Participants Separation from Service.NOTE: The Annual Installment Eligibility
Age shall be age 65_.
 2.
    
    Special Distribution Rules.
 a.
    
    Will the plan allow for Specified Period Deferrals?1.     o     Yes.
 5




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2.
    
    þ
    
    No.3.
    
    If the Plan will allow for Specified Period Deferrals, please indicate the number of
Specified Period Deferrals available to each Participant. ___________4.
    
    Please indicate the form of distribution of Specified Period Deferrals. Specified period
deferral distributions under the Plan may be made in (check one or both):a.     þ Lump sum form.b.     þ Annual installments over a period of 2 to 15 (maximum 15) years, as selected by the Participant.b.
    
    Will the plan allow for Re-Deferrals?1.
    
    o
    
    Yes.2.
    
    þ
    
    No.c.
    
    Upon a Change in Control:1.
    
    þ
    
    All vested Account balances will be automatically distributed in a lump sum.2.
    
    o
    
    No distribution will be made.
 F.
    
    VESTING1.
    
    A Participant shall become vested in his or her Employer Contribution Credit Account under
the Plan in accordance with the following schedule:
 a.
    
    þ
    
    A Participant shall be fully vested in their Employer Contribution Credit Accounts at all times.b.
    
    o
    
    Years of Service Vested Percentage Under 3 Years 0% 3 Years or More 100%c.
    
    o
    
    Years of Service Vested Percentage Under 5 Years 0% 5 Years or More 100%d.
    
    o
    
    Years of Service Vested Percentage Under 1 Year 0%
 6




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1 but not 2 33.33%2 but not 3 66.66%3 Years or More 100%e.
    
    o
    
    Years of Service Vested Percentage Under 1 Year 0%
but not 2 20%
2 but not 3 40%
3 but not 4 60% 
4 but not 5 80%
5 Years or More 100%f.
    
    o
    
    Years of Service Vested Percentage1-10 years 10% per yearg.
    
    o
    
    Years of Service Vested Percentage1-20 years 5% per year
 2.
    
    Participants are fully vested in Compensation Deferral Credit amounts at all times. A
Participants Employer Contribution Credit Account becomes vested upon death, Disability,
or upon reaching a time/date specified by the employer for purposes of superseding the vesting
schedule selected in Section F,l of this Adoption Agreement.Enter specified time/date of vesting for all Participants (The Employer maintains the right to waive an individuals vesting schedule at the employers discretion.). N/A3.
    
    In calculating a Participants vesting percentage in Employer Contribution Credits, the
following years of service will be considered (Check one):
 a.
    
    þ
    
    N/A. Employer Contribution Credits, if any, are 100% vested at all times.b.
    
    o
    
    Years of Service before and after the Plans original Effective Date (i.e., from date of hire) shall be considered.c.
    
    o
    
    Only Years of Service since the Plans original Effective Date shall be considered.d.
    
    o
    
    Years of Service since becoming a Participant.
 4.
    
    Upon a Change in Control, will all balances not vested as of the date of Change in Control be
automatically vested?
 a.
    
    þ
    
    Yes.b.
    
    o
    
    No.
 7




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G.
    
    DEATH BENEFITS
  1.
    
    
    o
    
    Yes. Check only if an insurance policy is held providing a death benefit of
at least $25,000 on each Participants life.2.
    
    
    þ
    
    No.
  8




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##### 



PLAN ADOPTION:
  Employer Execution
    
    Employer:
    
    Avanade Inc.By:
    
    Ima BaysTitle:
    
    Manager, Global BenefitsDate:
    
    10-11-07Affiliated Employer Execution
    
    Employer:By:Title:Date:Affiliated Employer Execution
    
    Employer:By:Title:Date:
   
 
   Mail all documents to:
 
 9




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®
 ®
 Should only be used after consulting with tax and legal advisors
    
    (NATIONWIDE(R) LOGO)




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®
   ®




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##### 



ARTICLE 1: DEFINITIONS1.1
    
    ACCOUNT
    
    
    21.2
    
    ADOPTION AGREEMENT
    
    
    21.3
    
    AFFILIATE OR AFFILIATES
    
    
    21.4
    
    ANNUAL INSTALLMENT ELIGIBILITY AGE
    
    
    21.5
    
    BENEFICIARY
    
    
    21.6
    
    BOARD
    
    
    21.7
    
    CHANGE IN CONTROL
    
    
    21.8
    
    CODE
    
    
    31.9
    
    COMPENSATION
    
    
    31.10
    
    COMPENSATION DEFERRAL CREDIT ACCOUNT
    
    
    31.11
    
    COMPENSATION DEFERRAL CREDITS
    
    
    31.12
    
    401 (k) EXCESS DEFERRAL
    
    
    31.13
    
    401 (k) EXCESS DEFERRAL CREDITS
    
    
    31.14
    
    DESIGNATION DATE
    
    
    31.15
    
    DISABILITY
    
    
    31.16
    
    EFFECTIVE DATE
    
    
    31.17
    
    EMPLOYEE
    
    
    31.18
    
    EMPLOYER
    
    
    31.19
    
    EMPLOYER CONTRIBUTION CREDIT ACCOUNT
    
    
    31.20
    
    EMPLOYER CONTRIBUTION CREDITS
    
    
    31.21
    
    ENTRY DATE
    
    
    31.22
    
    INDEPENDENT CONTRACTOR
    
    
    41.23
    
    NON-EMPLOYEE DIRECTOR
    
    
    41.24
    
    PARTICIPANT
    
    
    41.25
    
    PARTICIPANT ENROLLMENT AND ELECTION FORMS
    
    
    41.26
    
    PERFORMANCE BASED COMPENSATION
    
    
    41.27
    
    PLAN
    
    
    41.28
    
    PLAN SPONSOR
    
    
    41.29
    
    PLAN YEAR
    
    
    41.30
    
    RECORDKEEPER
    
    
    41.31
    
    RE DEFERRAL
    
    
    41.32
    
    SEPARATION FROM SERVICE
    
    
    41.33
    
    SPECIFIED PERIOD DEFERRAL
    
    
    41.34
    
    TRUST
    
    
    41.35
    
    UNFORESEEABLE EMERGENCY
    
    
    51.36
    
    VALUATION DATE
    
    
    51.37
    
    YEARS OF SERVICE
    
    
    5ARTICLE 2: ELIGIBILITY AND PARTICIPATION2.1
    
    REQUIREMENTS
    
    
    52.2
    
    CHANGE OF EMPLOYMENT
    
    
    5ARTICLE 3: CONTRIBUTIONS AND CREDITS3.1
    
    EMPLOYER CONTRIBUTION CREDITS
    
    
    53.2
    
    PARTICIPANT COMPENSATION DEFERRAL CREDITS
    
    
    63.3
    
    401 (k) EXCESS DEFERRAL CREDITS
    
    
    6ARTICLE 4: ALLOCATION OF FUNDS4.1
    
    ALLOCATION OF DEEMED EARNINGS OR LOSSES ON
ACCOUNTS
    
    
    74.2
    
    ACCOUNTING FOR DISTRIBUTIONS
    
    
    74.3
    
    DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS
    
    
    74.4
    
    EXPENSES
    
    
    8ARTICLE 5: ENTITLEMENT TO BENEFITS5.1
    
    SEPARATION FROM SERVICE
    
    
    85.2
    
    CHANGE IN CONTROL
    
    
    85.3
    
    SPECIFIED PERIOD DEFERRALS
    
    
    85.4
    
    UNFORESEEABLE EMERGENCY
    
    
    8ARTICLE 6: DISTRIBUTION OF BENEFITS6.1
    
    METHOD OF PAYMENT
    
    
    86.2
    
    SEPARATION FROM SERVICE ACCOUNT DISTRIBUTIONS
    
    
    86.3
    
    CHANGE IN CONTROL ACCOUNT DISTRIBUTIONS
    
    
    86.4
    
    SPECIFIED PERIOD DEFERRAL DISTRIBUTION
    
    
    96.5
    
    DISTRIBUTIONS UPON UNFORESEEABLE EMERGENCIES
    
    
    96.6
    
    PAYMENT OF INSTALLMENTS
    
    
    96.7
    
    DEATH AND DISABILITY BENEFITS AND VESTING
CONDITIONS
    
    
    96.8
    
    PROHIBITION ON ACCELERATION OF DISTRIBUTIONS
    
    
    9ARTICLE 7: BENEFICIARIES; PARTICIPANT DATA7.1
    
    DESIGNATION OF BENEFICIARIES.
    
    
    107.2
    
    INFORMATION TO BE FURNISHED BY PARTICIPANTS
AND BENEFICIARIES; INABILITY TO LOCATE
PARTICIPANTS OR BENEFICIARIES
    
    
    10ARTICLE 8: ADMINISTRATION8.1
    
    ADMINISTRATIVE AUTHORITY
    
    
    108.2
    
    UNIFORMITY OF DISCRETIONARY ACTS
    
    
    118.3
    
    LITIGATION
    
    
    118.4
    
    CLAIMS PROCEDURE
    
    
    11ARTICLE 9: AMENDMENT9.1
    
    RIGHT TO AMEND
    
    
    129.2
    
    AMENDMENTS TO ENSURE PROPER CHARACTERIZATION
OF PLAN
    
    
    129.3
    
    CHANGES IN LAW AFFECTING TAXABILITY
    
    
    12ARTICLE 10: TERMINATION10.1
    
    DISTRIBUTION BECAUSE OF INCOME INCLUSION UNDER
CODE SECTION 409A
    
    
    1210.2
    
    TERMINATION AT EMPLOYERS DISCRETION
    
    
    1310.3
    
    TERMINATION DUE TO DISSOLUTION
    
    
    1310.4
    
    TERMINATION DUE TO CHANGE IN CONTROL
    
    
    1310.5
    
    SUSPENSION OF DEFERRALS
    
    
    1310.6
    
    ALLOCATION AND DISTRIBUTION
    
    
    1310.7
    
    SUCCESSOR TO EMPLOYER
    
    
    13ARTICLE 11: THE TRUST
    
    
    13ARTICLE 12: MISCELLANEOUS12.1
    
    LIMITATIONS ON LIABILITY
    
    
    1412.2
    
    CONSTRUCTION
    
    
    1412.3
    
    SPENDTHRIFT PROVISION
    
    
    1412.4
    
    UNSECURED CREDITOR
    
    
    1412.5
    
    COURT ORDER
    
    
    1412.6
    
    INSURANCE
    
    
    1512.7
    
    OFFSET FOR INDEBTEDNESS
    
    
    1512.8
    
    NO CONTRACT OF EMPLOYMENT
    
    
    1512.9
    
    GOVERNING LAW
    
    
    1512.10
    
    NOTICE
    
    
    15




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®
   A.
    
    By executing the attached Adoption Agreement (the
Adoption Agreement), the Employer, as identified
therein (the Employer), has adopted this Nationwide
Corporate Incentive Program Prototype Supplemental
Executive Retirement and Savings Plan (the Plan),
effective as provided in the Adoption Agreement.
The Plan is intended to be a nonqualified deferred compensation plan that complies with the
provisions of Section 409A of the Code. The Plan is intended to be an unfunded plan maintained
primarily for the purpose of providing deferred compensation benefits for a select group of
management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the
Employee Retirement Income Security Act of 1974 and independent contractors.B.
    
    The purpose of this Plan is to provide specified benefits
and the ability to defer compensation to certain eligible
Employees, Independent Contractors or Non-Employee
Directors who contribute to the growth and well-being
of the Employer.
         (a)
    
    Any one person or more than one person acting as
a group acquires ownership of stock possessing 35% or more of the total voting power of the
stock of the corporation, or(b)
    
    A majority of members of the corporations board of
directors is replaced by directors whose appointment or
election is not endorsed by a majority or the board of
directors prior to the date of the appointment; or
   2




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(a)
    
    such Participant is unable to engage in any substantial
gainful activity by reason of any medically determinable
physical or mental impairment which can be expected
to result in death or can be expected to last for a
continuous period of not less than 12 months; or(b)
    
    such Participant is, by reason of any medically
determinable physical or mental impairment which can
be expected to result in death or can be expected to
last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of
not less than three (3) months under an accident and
health plan covering employees of the Participants
employer.
       3




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4




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5




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6




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(a)
    
    Any initial or subsequent performance measurement
direction shall be in or on a form acceptable to the
Employer and Recordkeeper and shall be effective as
of the next Designation Date which shall be the next
available market trading day. The Participant may, if
permitted by the Employer and the Recordkeeper, make
a performance measurement direction for his or her
existing Account balance as of the Designation Date
and a separate performance measurement direction for
contribution credits occurring after the Designation Date.(b)
    
    All amounts credited to the Participants Account
shall be measured for gains and losses in accordance
with the then effective performance measurement
direction and shall continue indefinitely as provided in
the Participants most recent Participant Enrollment
and Election Form, or other form specified by
the Employer. As of the effective date of any new performance measurement direction, all or a
portion of the Participants Account at that date shall be reallocated among the designated
performance measurements according to the percentages specified in the new performance
measurement direction. The new performance measurement direction will remain effective until a
subsequent performance measurement direction is filed and becomes effective.(c)
    
    If the Employer or Recordkeeper receives an initial
or revised performance measurement direction which
it deems to be incomplete, unclear or improper, the
Participants performance measurement direction
then in effect shall remain in effect until the
next Designation Date, unless the Employer and Recordkeeper provide for, and permits the
application of, corrective action prior thereto. In the case of a deficiency in an initial
performance measurement direction, or if the Participant has not made an initial performance
measurement direction, the Participants Account shall be allocated to the lowest risk
investment option for measuring Account gains and losses, as determined by the Board in its sole
discretion.(d)
    
    If the Recordkeeper possesses at any time directions as
to the performance measurement of less than all of a
Participants Account, the Participant shall be deemed
to have directed that the undesignated portion of the
Account be deemed to be measured in a money market,
fixed income or similar fund made available under
the Plan, as determined by the Recordkeeper in its discretion.
 7




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(e)
    
    Each Participant hereunder, as a condition to his or
her participation hereunder, agrees to hold harmless
the Employer and the Recordkeeper and their agents
and representatives from any losses or damages of any
kind relating to the performance measurement of the
Participants Account hereunder.(f)
    
    Each reference in this Section to a Participant shall be
deemed to include, where applicable, a reference to a
Beneficiary.
           8




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9




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(a)
    
    Resolve and determine all disputes or questions arising
under the Plan, including the power to determine
the rights of Eligible Employees, Participants and Beneficiaries, and their respective benefits,
and to remedy any ambiguities, inconsistencies or omissions in the Plan.(b)
    
    Adopt such rules of procedure and regulations as in its
opinion may be necessary for the proper and efficient
administration of the Plan and as are consistent with
the Plan.(c)
    
    Implement the Plan in accordance with its terms and
the rules and regulations adopted as above.(d)
    
    Make determinations with respect to the eligibility
of any Eligible Employee as a Participant and
make determinations concerning the crediting and
distribution of Plan Accounts.(e)
    
    Appoint any persons or firms, or otherwise act to secure
specialized advice or assistance, as it deems necessary
or desirable in connection with the administration
and operation of the Plan, and the Plan Sponsor shall
be entitled to rely conclusively upon, and shall be
fully protected in any action or omission taken by it
in good faith reliance upon, the advice or opinion of such firms or persons. The Plan Sponsor
shall have the power and authority to delegate from time to time by written instrument all or
any part of its duties, powers or responsibilities under the Plan, both ministerial and
discretionary, as it deems appropriate, to any person or committee, and in the same manner to
revoke any such delegation of duties, powers or responsibilities, including the power to
delegate any administrative and/or recordkeeping functions as are required to be
 10




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##### 



®
     (a)
    
    The specific reason or reasons for the denial, with specific references to the Plan
provisions on which the denial is based;(b)
    
    A description of any additional material or information necessary for the Claimant to perfect
his or her claim and an explanation of why such material or information is necessary; and
 
 11




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##### 



(c)
    
    An explanation of the Plans claims review procedure and the time limits applicable to
such procedures, including a statement of the Claimants right to bring a civil action under
Section 502(a) of ERISA following an adverse benefit determination on review and exhaustion of
all administrative remedies under the Plan.
           12




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13




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14




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15




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     
 ®