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Exhibit 4.1 ACCENTURE LTD
2001 SHARE INCENTIVE PLAN RESTRICTED SHARE UNIT AGREEMENT (2005 Key Executive Performance-Based Award) Accenture Ltd, an exempted company registered in Bermuda (the Company), hereby grants, as of
[___date___], to [___Name___] (the Participant), a total number of
[___number___] Restricted Share Units (RSUs), on the terms and conditions set forth herein.
This grant is made pursuant to the terms of the Accenture Ltd 2001 Share Incentive Plan (the
Plan), which Plan, as amended from time to time, is incorporated herein by reference and made a
part of this Restricted Share Unit Agreement (this Agreement). Capitalized terms not otherwise defined in this Agreement shall have the same meaning ascribed
to them in the Plan. The terms and conditions of the RSUs granted hereunder, to the extent not
controlled by the terms and conditions contained in the Plan, are as follows: 1. Performance-Based Vesting. (a) Performance Period. The RSUs shall vest, if at all, based upon the attainment of
specific pre-established financial performance objectives (the Performance Objectives) by the
Company for the period commencing on [___date___] and ending on [___date + [3]
years___] (the Performance Period), as set forth in this Section 1. (b) Service Relationship. Except as provided in Section 2(a), RSUs that are unvested
as of the termination of the Participants [full-time employment status with the Company or any of
its Subsidiaries (collectively, the Constituent Companies)/[such other greater,
position-specific, service requirement determined by the Committee]]shall be immediately forfeited
as of such termination and the Company shall have no further obligations with respect thereto.
Such [employment or other position-specific] status shall hereinafter be referred to in this
Agreement as Qualified Status. (c) Total Shareholder Return. (i) Up to fifty percent (50%) of the RSUs granted to the Participant pursuant to this
Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as
compared to the Peer Companies, for the Performance Period in the manner set forth on
Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the
Company and each of the Peer Companies shall mean the quotient of (A) the Fair Value of the
stock of the particular company or index on [___start___date___], divided by (B) the Fair
Value of the stock of such company or index on [___end date___]. For purposes of
calculating a companys Total Shareholder Return, the Fair Value of the stock of any company
on [___end_date -1-




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___]shall be adjusted to reflect any and all cash, stock or in-kind dividends paid
on the stock of such company during the Performance Period as follows: the Fair Value of
the stock of the company on [___end date___]shall be multiplied by the sum of (Y) one
(1) plus (Z) the number of whole and fractional shares of the stock of the company that (i)
were actually received in respect of one share (or such greater number of shares that are
deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock
dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or
fair market value of any in-kind dividend, as determined by the Committee) of the company
during the Performance Period was used to purchase additional whole and/or fractional shares
of stock of the company on the record date of such dividend based on the fair market value
of the stock of the company (as determined by the Committee), or with respect to the
Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a Peer Company
ceases to be a publicly-traded company, merges or consolidates with another company, is
acquired or disposes of a significant portion of its businesses as they exist on the date of
this Agreement or experiences any other extraordinary event as determined by the Committee
in its sole discretion, the Committee, in its sole discretion, may remove such Peer Company. (iv) For purposes of this Agreement: (i) Peer Companies shall mean BearingPoint, Inc.
(BE), Electronic Data Systems Corporation (EDS), Cap Gemini SA, Computer Sciences Corp.
(CSC), Hewlett-Packard Company (HP), International Business Machines Corporation (IBM) and
the S&P 500 Index; and (ii) the Fair Value of (A) a share of stock of a company on a given
date shall mean the average of the high and low trading price of the stock of the company,
as reported on the principal exchange on which the stock of such company is traded (or, if
the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation
system, the average of the mean between the closing representative bid and asked prices for
the stock) and (B) for the S&P 500 Index on a given date shall mean the average of the high
and low values for such index as reported in the Wall Street Journal (or, if the S&P 500
Index is not reported in the Wall Street Journal, in such other reliable source as the
Company may determine), in each case for the ten (10) consecutive trading days immediately
preceding such date. (d) Operating Income Growth Rate. Up to 50% of the RSUs granted to the Participant
pursuant to this Agreement shall vest, if at all, based upon the achievement of Operating Income
Growth Rate targets by the Company for the Performance Period, as set forth on Exhibit 1-B
hereto. For purposes of this Agreement: Operating Income Growth Rate for any fiscal year during the Performance Period shall be the
percentage change, positive or negative, of the consolidated operating income of the Company for
such fiscal year, as set forth on the Companys audited financial statements for such fiscal year,
over the consolidated operating income of the Company for the immediately preceding fiscal year, as
set forth in the Companys audited financial statements for such preceding fiscal year. -2-




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Target Operating Income Growth Rate for any fiscal year during the Performance Period shall
be the percentage change of the operating income plan for such fiscal year set forth in the
Companys budget process and, for purposes of this agreement, presented to and approved by the
Committee, over the consolidated operating income of the Company for the immediately preceding
fiscal year, as set forth in the Companys audited financial statements for such preceding fiscal
year. Cumulative Target Operating Income Growth shall mean the simple average of the annual Target
Operating Income Growth Rates for the Companys [___number [3]___] fiscal years during the
Performance Period, as approved for purposes of this Agreement by the Committee. Cumulative Operating Income Growth Rate shall mean the simple average of the annual
Operating Income Growth Rates for the Companys [___number [3]___] fiscal years during the
Performance Period, as determined by reference to the Companys audited financial statements for
such fiscal years. In the event that, as determined in the sole discretion of the Committee and due to a required
change in generally accepted accounting practices, a change in the accounting methods of the
Company or an extraordinary and material event in the Companys business (each of the foregoing
events being referred to herein as a Material Event), the Operating Income Growth Rate determined
after the occurrence of a Material Event would be materially different as a result of the
occurrence thereof, the Committee may instruct the Company to determine Operating Income Growth
Rate for such period, solely for purposes of this Agreement, as if the Material Event had not
happened or was not effective. Such instruction may be limited to apply to fiscal periods in which
the Target Operating Income Growth Rate did not account for the occurrence of the Material Event. (e) Certification. No RSUs granted to the Participant hereunder shall vest in
accordance with Sections 1(c) or (d) unless and until the Committee makes a certification in
writing with respect to the achievement of the Performance Objectives for the Performance Period.
The Committee shall review and determine whether the Performance Objectives have been met within a
reasonable period following the availability of all data necessary to determine whether the
Performance Objectives have been achieved, and shall certify such finding to the Company and to the
Participant. 2. Termination of Employment. (a) Termination as a result of death, Disability, or Involuntary Termination; Age-Based
Contingent Vesting. Notwithstanding anything in Section 1 to the contrary, the RSUs granted
hereunder shall vest upon the termination of the Participants Qualified Status as a result of
death, Disability, Involuntary Termination or if, at the end of the Performance Period,
Participants Qualified Status has terminated and Participant has attained a certain age, all as
follows: (i) Termination as a result of death or Disability. In the event the
Participants Qualified Status is terminated during the Performance Period as a result -3-




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of death or Disability, the RSUs granted to the Participant hereunder shall remain
outstanding throughout the Performance Period and shall vest, if at all, in accordance with
Sections 1(c) or (d) upon completion of the Performance Period. (ii) Involuntary Termination. In the event the Participants Qualified Status
is terminated during the Performance Period due to an Involuntary Termination, the RSUs
granted to the Participant hereunder shall remain outstanding throughout the Performance
Period. Upon completion of the Performance Period, the Participant shall vest in the number
of RSUs granted hereunder equal to the product of (i) the aggregate number of RSUs that
would otherwise vest upon completion of the Performance Period in accordance with Sections
1(c) or (d), multiplied by (ii) a fraction, the numerator of which is the whole number of
months that have elapsed from the commencement of the Performance Period through the
effective date of the Participants Involuntary Termination and the denominator of which is
[number of months included in Performance period]. (iii) Age-Based Contingent Vesting. (A) Unless paragraph (B) or (C) below is
also applicable, in the event that, as of the end of the Performance Period, the Participant
is not in compliance with the provisions of Section 1(b) for any reason other than death,
Disability, Involuntary Termination or termination for Cause and the Participant has
attained the age of 52 prior to the commencement of or during the Performance Period,
one-third of the RSUs granted to the Participant hereunder shall be deemed to remain
outstanding throughout the Performance Period and shall vest, if at all, in accordance with
Sections 1(c) and (d). (B) Unless paragraph (C) below is also applicable, in the event that, as of the end of
the Performance Period, the Participant is not in compliance with the provisions of Section
1(b) for any reason other than death, Disability, Involuntary Termination or termination for
Cause and the Participant has attained the age of 54 prior to the commencement of or during
the Performance Period, two-thirds of the RSUs granted to the Participant hereunder shall be
deemed to remain outstanding throughout the Performance Period and shall vest, if at all, in
accordance with Sections 1(c) and (d). (C) In the event that, as of the end of the Performance Period, the Participant is not
in compliance with the provisions of Section 1(b) for any reason other than death,
Disability, Involuntary Termination or termination for Cause and the Participant has
attained the age of 56 prior to the commencement of or during the
Performance Period 100% of the RSUs granted to the Participant hereunder shall be deemed to remain
outstanding throughout the Performance Period and shall vest, if at all, in accordance with
Sections 1(c) and (d). (b) Termination for reasons other than death, Disability, Involuntary Termination
or Specified Age Attainment. In the event the Participants Qualified Status is
terminated during the Performance Period for any reason other than death, Disability,
Involuntary Termination, except as set forth in Section 2(a)(iii) above, the RSUs granted
hereunder shall be immediately forfeited as of such termination and the Company shall have
no further obligation with respect thereto. -4-




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(c) Definitions. For purposes of this Agreement, the following terms shall have the
meaning specified below: (i) Cause shall mean cause as defined in any employment or consultancy agreement
(or similar agreement) or in any letter of appointment then in effect between the
Participant and the Company or any Affiliate or if not defined therein(it being the
intent that the definition of Cause shall include, at a minimum, the acts set forth
below), or if there shall be no such agreement, to the extent legally permissible, (a) the
Participants embezzlement, misappropriation of corporate funds, or other material acts of
dishonesty, (b) the Participants commission or conviction of any felony, or of any
misdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to
any felony or misdemeanor, (c) engagement in any activity that the Participant knows or
should know could harm the business or reputation of the Company or an Affiliate, (d) the
Participants material failure to adhere to the Companys or an Affiliates corporate codes,
policies or procedures as in effect from time to time, (e) the Participants continued
failure to meet minimum performance standards as determined by the Company or an Affiliate,
(f) the Participants violation of any statutory, contractual, or common law duty or
obligation to the Company or an Affiliate, including, without limitation, the duty of
loyalty, or (g) the Participants material breach of any confidentiality or non-competition
covenant entered into between the Participant and the Company or an Affiliate, including,
without limitation, the covenants contained in this Agreement. The determination of the
existence of Cause shall be made by the Company in good faith, which determination shall be
conclusive for purposes of this Agreement. (ii) Disability shall mean disability (A) as defined in any employment or
consultancy agreement (or similar agreement) or in any letter of appointment then in effect
between the Participant and the Company or any Affiliate or (B) if not defined therein, or
if there shall be no such agreement, as defined in the long-term disability plan maintained
by the Constituent Company by which the Participant is employed or for which the Participant
serves as a consultant or by appointment, as in effect from time to time, or (C) if there
shall be no plan, the inability of the Participant to perform in all material respects his
or her duties and responsibilities to the Constituent Companies for a period of six (6)
consecutive months or for an aggregate period of nine (9) months in any twenty-four (24)
consecutive month period by reason of a physical or mental incapacity. (iii) Involuntary Termination shall mean termination of Qualified Status, as
applicable, with the Constituent Companies (other than for Cause) which is not voluntary and
which is acknowledged as being involuntary in writing by an authorized officer of the
Company. 3. Form and Timing of Issuance or Transfer. (a) Vested RSUs. Distribution of RSUs shall be made hereunder only in respect of
vested RSUs, and shall be made in Shares on a one-for-one basis; provided,
however, that in lieu of Shares, fractional vested RSUs shall be distributed to the
Participant in cash based upon the Fair Market Value of a Share at the time of distribution. -5-




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(b) Distribution Date. Unless the Committee permits the Participant to elect to
defer the issuance or transfer of Shares under this Agreement pursuant to the terms and conditions
established by the Committee (or its designee) in its sole discretion, vested RSUs, if any, shall
be distributed to the Participant in the manner set forth in Section 3(a) on
[___date___] . 4. Dividends. If on any date while RSUs are outstanding hereunder the Company shall
pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs
granted to the Participant shall, as of such dividend payment date, be increased by a number of
RSUs equal to: (a) the product of (i) the number of RSUs held by the Participant as of the related
dividend record date, multiplied by (ii) the per Share amount of any cash dividend (or, in the case
of any dividend payable in whole or in part other than in cash, the per Share value of such
dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a
Share on the payment date of such dividend. In the case of any dividend declared on Shares that is
payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by
a number equal to the product of (x) the aggregate number of RSUs held by the Participant through
the related dividend record date, multiplied by (y) the number of Shares (including any fraction
thereof) payable as a dividend on a Share. Any additional RSUs granted to the Participant pursuant
to this Section 4 during the Performance Period shall also be subject to the vesting requirements
of Sections 1(c) and (d). 5. Adjustments Upon Certain Events. (a) The grant of the RSUs shall not in any way affect the right or power of the Company to
make adjustments, reclassification, or changes in its capital or business structure, or to merge,
consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. (b) In the event of any dividend or other distribution other than a cash dividend (whether in
the form of Shares, other securities or other property), recapitalization, reclassification, stock
split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the assets of the Company, or exchange of Shares or
other securities of the Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event (collectively, an
Adjustment Event), the Committee may, in its sole discretion, (i) adjust the Shares or RSUs
subject to this Agreement and (ii) adjust the methodology for calculating Total Shareholder Return
and Operating Income Growth Rate in accordance with Sections 1(c) and (d) to reflect such
Adjustment Event. 6. Compliance, Cancellation and Rescission of Shares. (a) Upon any transfer or issuance of Shares underlying RSUs, the Participant shall certify in
a manner acceptable to the Company that the Participant is in compliance with the terms and
conditions of this Agreement and the Plan. -6-




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(b) In the event the Participants Qualified Status with the Constituent Companies is
terminated for Cause, or Participant otherwise takes such action that would constitute Cause, or
if the Participant breaches any of the provisions of Section 7 of this Agreement, the Participant
shall, to the extent legally permitted, transfer to the Company the Shares that have been issued
or transferred under this Agreement (without regard to whether the Participant continues to own or
control such previously delivered Shares) and the Participant shall bear all costs of issuance or
transfer, including any transfer taxes that may be payable in connection with any transfer. 7. Restrictive Covenants. (a) The Participant shall not, for a period of eighteen months following the termination of
the Participants Qualified Status with the Constituent Companies: (i) associate (including, but not limited to, association as a sole proprietor, owner,
employer, partner, principal, investor, joint venturer, shareholder, associate, employee,
member, consultant, contractor or otherwise) with any Competitive Enterprise or any of the
affiliates, related entities, successors, or assigns of any Competitive Enterprise and in
connection with such association engage in Consulting Services; provided,
however, that with respect to the equity of any Competitive Enterprise which is or
becomes publicly traded, the Participants ownership as a passive investor of less than 1%
of the outstanding publicly traded stock of a Competitive Enterprise shall not be deemed a
violation of this Section 7(a)(i); (ii) directly or indirectly (A) solicit, or assist any other individual, person, firm
or other entity in soliciting, any Client or Prospective Client for the purpose of
performing or providing any Consulting Services; (B) perform or provide, or assist any other
individual, person, firm or other entity in performing or providing, Consulting Services for
any Client or Prospective Client; (C) interfere with or damage (or attempt to interfere with
or damage) any relationship and/or agreement between the Company or any Affiliates and a
Client or Prospective Client; or (iii) directly or indirectly, solicit, employ or retain, or assist any other
individual, person, firm or other entity in soliciting, employing or retaining, any employee
or other agent of the Company or an Affiliate, including, without limitation, any former
employee or other agent of the Company, its Affiliates and/or their predecessors who ceased
working for the Company, its Affiliates and/or their predecessors within an eighteen-month
period before or after the date on which the Participants Qualified Status with the
Constituent Companies terminated, in connection with or for the purpose of performing or
providing Consulting Services. (b) For purposes of this Agreement: (i) Client shall mean any person, firm, corporation or other organization whatsoever
for whom the Company, its Affiliates and/or their predecessors provided services within an
eighteen-month period before or after the date on which the Participants Qualified Status
with the Constituent Companies terminated. -7-




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(ii) Competitive Enterprise shall mean a business enterprise that engages in, or owns
or controls a significant interest in any entity that engages in, the performance of
services of the type provided by the Company, its Affiliates and/or their predecessors at
any time, past, present or future. (iii) Consulting Services shall mean the performance of any services of the type
provided by the Company, its Affiliates and/or their predecessors at any time, past, present
or future. (iv) Prospective Client shall mean any person, firm, corporation, or other
organization whatsoever with whom the Company, its Affiliates and/or their predecessors have
had any negotiations or discussions regarding the possible performance of services within
the eighteen months preceding the termination of the Participants Qualified Status with the
Constituent Companies. (v) solicit shall mean to have any direct or indirect communication of any kind
whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting
any person or entity, in any manner, to take or refrain from taking any action. 8. No Acquired Rights. By participating in the Plan, and accepting the grant of RSUs
under this Agreement, the Participant agrees and acknowledges that: (a) the Plan is discretionary in nature and that the Company can amend, cancel or terminate
the Plan at any time; (b) the grant of the RSU under the Plan is voluntary and occasional, and does not create any
contractual or other right to receive future grants of any RSUs or benefits in lieu of any RSUs,
even if RSUs have been granted repeatedly in the past; (c) the value of the RSUs is an extraordinary item of compensation, which is outside the
scope of the Participants Qualified Status contract, if any; (d) the RSUs are not part of normal or expected compensation or salary for any purpose,
including, but not limited to, calculating any termination, severance, resignation, redundancy,
end of service payments, bonuses, long-service awards, pension or retirement benefits or similar
payments; (e) the future value of the shares subject to the RSUs is unknown and cannot be predicted
with any certainty; (f) the Participant shall not make any claim or have any entitlement to compensation or
damages in connection with the termination of the RSUs or diminution in value of the RSUs under
the Plan, and Participant hereby irrevocably releases the Company and all of its Affiliates from
any such claim or entitlement; and (g) the Participants participation in the Plan shall not create a right to employment or
further employment with or to provide services as a director, consultant or -8-




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advisor to the Company or any of its Affiliates, and shall not interfere with or limit the
ability of the Company to terminate the Participants employment relationship or other services at
any time, with or without cause. (h) no terms of any contract of employment or consultancy (or similar agreement) of the
Participant shall be affected in any way by the Plan, this Agreement or related instruments,
except as otherwise expressly provided herein. 9. No Rights of a Shareholder. The Participant shall not have any rights as a
shareholder of the Company until the Shares in question have been registered in the Companys
register of shareholders. 10. Unfunded Obligation; Unsecured Creditor. The RSUs granted hereunder are an
unfunded obligation of the Company and no assets or shares of the Company shall be set segregated
or earmarked by the Company in respect of any RSUs awarded hereunder. The RSUs granted hereunder
shall be an unsecured obligation of the Company and the rights and interests of the Participant
herein shall make him only a general, unsecured creditor of the Company. 11. Legend on Certificates. Any Shares issued or transferred to the Participant
pursuant to Section 3 of this Agreement shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock exchange upon which such
Shares are listed, any applicable Federal or state laws or relevant securities laws of the
jurisdiction of the domicile of the Participant or to ensure compliance with any additional
transfer restrictions that may be in effect from time to time, and the Committee may cause a legend
or legends to be put on any certificates representing such Shares to make appropriate reference to
such restrictions. 12. Transferability Restrictions  RSUs/Underlying Shares. RSUs may not be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant
otherwise than by will or by the laws of descent and distribution, and any purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 12
shall be void and unenforceable against any Constituent Company. Any Shares issued or transferred
to the Participant shall be subject to compliance by the Participant with such policies as the
Committee or the Company may deem advisable from time to time, including, without limitation,
policies relating to minimum executive employee share ownership requirements. Such policies shall
be binding upon the permitted respective legatees, legal representatives, successors and assigns of
the Participant. The Company shall give notice of any such additional or modified terms and
restrictions applicable to Common Shares delivered or deliverable under the Agreement to the holder
of the RSUs and/or the Common Shares so delivered, as appropriate, pursuant to the provisions of
Section 13 or, if a valid address does not appear to exist in the personnel records, to the last
address known by the Company of such holder. Notice of any such changes may be provided
electronically, including, without limitation, by publication of such changes to a central website
to which any holder of the RSUs or Common Shares issued therefrom has access. -9-




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13. Notices. Any notice to be given under this Agreement shall be delivered
personally, or sent by certified, registered or express mail, postage prepaid, addressed to the
Company in care of its General Counsel at: Accenture Ltd
1661 Page Mill Road
Palo Alto, CA 94304
Telecopy: (650) 213-2956
Attn: General Counsel (or, if different, the then current principal business address of the duly appointed General
Counsel of the Company) and to the Participant at the address appearing in the personnel records of
the Company for the Participant or to either party at such other address as either party hereto may
hereafter designate in writing to the other. Any such notice shall be deemed effective upon
receipt thereof by the addressee. 14. Withholding. The Participant may be required to pay to the Company or any
Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to
withhold from any issuance or transfer due under this Agreement or under the Plan or from any
compensation or other amount owing to the Participant, applicable withholding taxes with respect to
this Agreement or any issuance or transfer under this Agreement or under the Plan and to take such
action as may be necessary in the opinion of the Company to satisfy all obligations for the payment
of such taxes. Notwithstanding the foregoing, if the Participants Qualified Status with the
Company terminates due to death, Disability or Involuntary Termination, the payment of any
applicable withholding taxes with respect to any further issuance or transfer of Shares under this
Agreement or the Plan shall be made solely through the sale of Shares equal to the statutory
minimum withholding liability. 15. Choice of Law and Jurisdiction. THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT
OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW AND SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE NEW YORK
COURTS. 16. RSUs Subject to Plan. By entering into this Agreement, the Participant agrees and
acknowledges that the Participant has received and read a copy of the Plan. All RSUs are subject
to the Plan. In the event of a conflict between any term or provision contained herein and a term
or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. 17. Rule 16b-3. The grant of the RSUs to the Participant hereunder is intended to be
exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended from
time to time (the Exchange Act) pursuant to Rule 16b-3 promulgated under the Exchange Act. -10-




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18. Signature in Counterparts. This Agreement may be signed in counterparts, each of
which shall be deemed an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. 19. Entire Agreement. This Agreement and the Plan constitute the entire agreement of
the parties and supersede in their entirety all prior undertakings and agreements of the parties
with respect to the subject matter hereof. 20. Severability of Agreement. In the event that any provision in this Agreement
shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity
or unenforceability shall not be construed to have any effect on, the remaining provisions of this
Agreement. 21. Administration; Consent. In order to manage compliance with the terms of this
Agreement, Common Shares delivered pursuant to the Agreement may, at the sole discretion of the
Company, be registered in the name of the nominee for the holder of the Common Shares and/or held
in the custody of a custodian until otherwise determined by the Company. To that end, by
acceptance of this Agreement, the holder hereby appoints the Company, with full power of
substitution and resubstitution, his or her true and lawful attorney-in-fact to assign, endorse and
register for transfer into such nominees name or deliver to such custodian any such Common Shares,
granting to such attorneys, and each of them, full power and authority to do and perform each and
every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or
appropriate to carry out fully the intent of this paragraph as such person might or could do
personally. It is understood and agreed by each holder of the Common Shares delivered under the
Agreement that this appointment, empowerment and authorization may be exercised by the
aforementioned persons with respect to all Common Shares delivered pursuant to the Agreement of
such holder, and held of record by another person or entity, for the period beginning on the date
hereof and ending on the later of the date the Agreement is terminated and the date that is ten
years following the last date Common Shares are delivered pursuant to this Agreement. The form of
the custody agreement and the identity of the custodian and/or nominee shall be as determined from
time to time by the Company in its sole discretion. A holder of Common Shares delivered pursuant
to the Agreement acknowledges and agrees that the Company may refuse to register the transfer of
and enter stop transfer orders against the transfer of such Common Shares except for transfers
deemed by it in its sole discretion to be in compliance with the terms of this Agreement. Each
holder of Common Shares delivered pursuant to the Agreement agrees to execute such additional
documents and take such other actions as may be deemed reasonably necessary or desirable by the
Company to effect the provisions of the Agreement, as in effect from time to time. Each holder of
Common Shares delivered pursuant to the Agreement acknowledges and agrees that the Company may
impose a legend on any document relating to or Common Shares issued or issuable pursuant to this
Agreement conspicuously referencing the restrictions applicable to such Common Shares. -11-




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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date
set forth above. ACCENTURE LTDBy:Name:
    Douglas G. ScrivnerTitle:
    General Counsel and Secretary PARTICIPANTBy:Name:
    ______________________________Address: ____________________________ -12-




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EXHIBIT 1-A Determination of RSU Vesting pursuant to Section 1(c) of the Agreement  1.
    Determine Percentile Rank (PR) for each of the Peer Companies in accordance with the
following formula: PR = (PB/N)(100) Where: PB = ordinal position from the lowest TSR among the Peer
Companies. The Peer Company with the lowest TSR is the first position               from the
bottom. N = number of Peer Companies in the computation.  2.
    After determining and ordering the PR for each Peer Company, if the TSR of the Company is
equal to the TSR of any other Peer Company (rounded to the nearest 0.01), then the Companys
PR shall equal the PR of such Peer Company. If the Companys TSR is not equal to the TSR of
any other Peer Company, then the Companys PR shall be determined by interpolation, using the
TSRs and PRs of the Peer Companies having the next highest and next lowest TSRs in comparison
to the Companys TSR. If there is no Peer Company with a TSR that is higher than the
Companys TSR, then the Companys PR shall be 100. If there is no Peer Company with a TSR
that is lower than the Companys TSR, then the Companys PR shall be equal to the PR of the
lowest ranked Peer Company.3.
    Upon determining the PR of the Company, the percentage of
maximum RSUs granted under the Agreement
that vest shall be determined as follows: Performance level
    
    Company PR
    
    Percentage of maximum RSUs granted(measured as a percentile)
    
    under the Agreement that vestMaximum
    
    The Company is ranked at or
above the 75th percentile.
    
    50%Target
    
    The Company is ranked at the 60th percentile.
    
    33.33%Threshold
    
    The Company is ranked at the 50th percentile.
    
    16.67%The Company is ranked below the 50th percentile.
    
    0%
 -1-




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Exhibit 1-A (continued)  Performance Between Threshold and Target. If the Companys Percentile Rank is between
Threshold and Target, the percentage of the
maximum RSUs granted to the Participant under the Agreement
that shall vest pursuant to Section 1(c) of the Agreement shall equal (a) 25% of the RSUs granted
under the Agreement plus (b) an additional percentage of the
maximum RSUs granted to the Participant under
the Agreement, which percentage shall be determined in accordance with the following formula: (PR  50) x
16.66  where, PRequals the Percentile Rank of the Company, as determined above. Performance
Between Target and Maximum. If the Companys Percentile Rank is between
Target and Maximum, the percentage of the
RSUs granted to the Participant under the Agreement
that shall vest pursuant to Section 1(c) of the Agreement shall equal
(a) 33.33% of the RSUs granted
under the Agreement plus (b) an additional percentage, not to
exceed 16.67%, of the
maximum RSUs granted to the Participant under
the Agreement, which percentage shall be determined in accordance with the following formula: (PR  60) x
16.67  where, PRequals the Percentile Rank of the Company, as determined above. -2-




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EXHIBIT 1-B Determination of RSU Vesting pursuant to Section 1(d) of the Agreement  1.
    Determine the extent that the Company met the Cumulative Target Operating Income Growth Rate
by dividing the Companys Cumulative Operating Income Growth Rate by the Cumulative Target
Operating Income Growth Rate and expressing the result as a percentage (the resulting
percentage being referred to as the Performance Rate).2.
    Upon determining the Companys Performance Rate, the
percentage of maximum RSUs granted under the
Agreement that vest shall be determined as follows: Percentage of RSUsgranted under thePerformance level
    
    Companys Performance Rate
    
    Agreement that vestMaximum
    
    150% or greater
    
    50%Target
    
    100%
    
    33.33%Threshold
    
    75%
    
    16.67%Less than 75%
    
    0%
 Performance Between Threshold and Target. If the Companys Performance Rate is
between Threshold and Target, the percentage
of the maximum RSUs granted to the Participant under the
Agreement that shall vest pursuant to Section 1(d) of the Agreement shall equal (a) 16.67% of the
maximum RSUs granted under the Agreement, plus (b) an additional
percentage of the maximum RSUs granted to the
Participant under the Agreement, which percentage shall be determined in accordance with the
following formula: (PR  75) x 16.66  where, PR equals the Companys Performance Rate, as determined above. Performance Between Target and Maximum. If the Companys Performance Rate is between
Target and Maximum, the percentage of the maximum RSUs granted to the Participant under the Agreement
that shall vest pursuant to Section 1(d) of the Agreement shall equal (a) 33.33% of the maximum RSUs
granted under the Agreement, plus (b) an additional percentage, not to exceed 16.67%, of the maximum RSUs
granted to the Participant under the Agreement, which percentage shall be determined in accordance
with the following formula: (PR  100) x 16.67  where, PR equals the Companys Performance Rate, as determined above. -1-