Accenture he may also sign together with a holder of General PoA (*Generalbevollmächtigter*).The restrictions set out in Section 181 German Civil Code*(§ 181 Bürgerliches Gesetzbuch*) (prohibition of self-contracting) shall apply. 1.3 Employee shall be obliged to consult and manage Accenture’s and the Company’s businessapplying the diligence of a prudent businessman and in accordance with the managementregulations of the Company and the Accenture policies, as issued and amended from time totime. Employee will on his own initiative inform himself about the current version of suchpolicies which will be published in the intranet by the Company and Accenture. He shallfollow any directives from the shareholders or their representatives and cooperate with theSupervising Senior Executive of Accenture. The Supervising Senior Executive, a SeniorExecutive Level of Responsibility 1 — 3, shall be determined or re-determined from time totime by the Country Managing Director (hereinafter the “CMD”) as representative of theshareholders. 1.4 Employee shall belong to the Growth Platform Systems Integration & Technology in ASG.Employee may carry the title “Senior Executive” internally and the external title “SeniorManaging Director” in accordance with the policies of the Accenture Group as amended fromtime to time. 1.5 The Company may assign further tasks to Employee and determine an allocation ofresponsibilities in a managerial sense. Such tasks may include (i) work in various locationsinside and outside Germany for a period of 6 or more months or permanently and/or (ii) workat the premises of a client, customer or supplier. Apart from such assignment Employee isfurthermore prepared to travel extensively inside and outside Germany as business requires.Employee shall work whatever hours are required for the fulfillment of his tasks.
 

 
1.6 Employee may be asked to become Managing Director of affiliates of the Company withinAccenture. In such case, this Service Agreement shall apply as well. The Company may at anytime require from Employee to resign from such position.**Article 2 – Limits for the Power of Representation**Employee shall be entitled to all business transactions required in the daily course of businessof the Company. All other transactions require the prior consent of the shareholders, especiallythose transactions which are in contradiction or deviation to Accenture policies or Company rules.**Article 3 – Other Activities**3.1 Employee shall devote his full working time and ability to the business of Accenture. Anyother direct or indirect professional activity including part time activities shall besubject to the prior written consent of the Company that may deny such consent if suchactivity is not in the interest of Accenture. The same shall apply for representationactivities and honorary functions.3.2. Scientific and literary activity shall be permitted, provided that the Company is informedprior to publication and such activity does not adversely affect the working capacity ofEmployee, does not give rise to the divulging of confidential information, or is in any otherway not in the interest of the Company. Any use of the Company’s name shall require priorapproval of the Company. Article 8 of this Service Agreement shall remain unaffected.3.3. Employee declares hereby that he took full notice of, and undertakes to comply with, allrelevant Insider Trading Rules (e.g. *Wertpapierhandelsgesetz, SEC Rules, FCPA*).3.4. Employee is not entitled to accept any benefits from third parties linked with the former,present or future services of Accenture unless these benefits are within the range of therespective tax relief through depreciation allowance for the presenter and appropriate withinthe context these benefits are offered. In any case Employee has to avoid the appearance ofcorruptibility.
 

 
**Article 4 – Remuneration**4.1 Employee shall be entitled to an annual base compensation which shall be reviewed annually.The annual base compensation shall be paid in 12 equal monthly installments, payable inarrears. The annual base compensation may be adjusted for participation in the Company carplan and insurances.4.2. For each compensation year the base compensation shall be calculated on Employee’s BaseUnits and the compensation year’s local market based Earnings per Unit (EPU) for Germany, inaccordance with the applicable Accenture senior executive compensation model and policies.Base Units are dependent on the then current role and responsibility; the Company reservesits right to realign – either up or down – Employee’s role and responsibility from time totime. Base Units and the local market based EPU may vary and are determined by Accenture fromtime to time.4.3 Employee is eligible to receive a yearly individual performance bonus based on his personalperformance as defined by the Company in its own discretion and laid out in the applicablepolicies. The individual performance bonus shall be calculated on a yearly basis after theend of the fiscal year. The individual performance bonus is granted by the Company as aresult of the performance management process. The performance management process requires anagreement on individual objectives at the beginning of the fiscal year. In case no agreementis reached by such time, the formerly agreed objectives shall remain applicable. Theshareholders or their representatives will evaluate at the end of the fiscal year whether theobjectives were met. The method of calculation of the individual performance bonus is relatedto the relative performance rating determined by the Company and may be amended from time totime.4.4 The compensation year runs from December 1st to November 30th of thefollowing year.4.5 The annual amount of both, the base compensation and the structure and details of theindividual performance bonus shall be communicated in the annual compensation letter whichshall apply for the respective compensation year and shall become an integral part of thisService Agreement.
 

 
4.6 In addition the Company may grant to Employee an annual bonus based on his personalperformance and on the overall performance of Accenture and in accordance with applicablepolicies. The Company reserves the right to amend or terminate the aforementioned bonuswithout notice at any time. Any bonus shall constitute voluntary payments for a single year.There shall be no claim and title for the future, even if such payment has been receivedseveral times.4.7 Any and all payments to Employee, which are not governed by this Agreement shall be deemedvoluntary and shall not constitute any obligation for future payments of the Company, if notconfirmed in writing.4.8 The provisions of sections 4.1 through 4.5 shall constitute the remuneration for allactivities which Employee shall perform under this Service Agreement. Employee shall not beentitled to any additional compensation for overtime work, including work on weekends andstatutory holidays and/or for work for another Accenture company.4.9 The Company shall bear the employer portion of the mandatory social security contribution(Arbeitgeberanteil, Sozialversicherungsbeiträge) including contributions to stateunemployment and medical insurance according to German law. In case Employee opts for privatemedical insurance instead of state medical insurance, the Company shall bear half of thecontributions up to the maximum to be paid as mandatory medical insurance contribution.4.10 Employee is entitled to participate in the Senior Executive Pension Plan for SeniorExecutives Level of Responsibility 1 — 3.**Article 5 – Other Benefits**5.1 Travel expenses and any other necessary expenses reasonably incurred by Employee in thefurtherance of the Company’s business shall be reimbursed against presentation of vouchers inaccordance with the applicable policies and guidelines of Accenture and the applicable taxprovisions.5.2 The Company shall in accordance with the Company Car Program provide Employee with a companycar for business and private use. Further details including regulations concerning costcoverage are stipulated in the respective policy as amended from time to time.
 

 
5.3 The Company shall provide insurance for Employee covering specified risks in accordance withthe applicable Accenture policy as amended from time to time.5.4 Accenture Ltd., Bermuda, operates an Equity Program which Employee is entitled toparticipate in, in accordance with its terms and conditions as amended from time to time.Employee acknowledges no legal claim and title for payment arises from this program againstthe Company.**Article 6 – Inability to Perform Duties**6.1. In case Employee should become unable to perform his duties under this Service Agreement, heshall inform the Company and his Supervising Senior Executive immediately about hisinability, including the anticipated duration of his inability. In case such inability is dueto illness and will last for more than two working days, Employee shall provide theCompany/his HR Representative with an appropriate medical certificate confirming incapacityfor work and its anticipated duration. If business appointments are affected, Employee shallinform the company and draw their attention to work which is to be completed urgently, inorder to allow adequate replacement.6.2 If Employee is prevented from fulfilling his duties under this Service Agreement due toreasons which he is not responsible for, he shall be continuously paid for a period of sixweeks. In addition to this, the Accenture policies, in its current version at the relevantpoint in time may provide for a longer period of continued payment. In order to coveradditional risks due to inability to perform his duties, Employee shall be required to takeout insurance at his own expense as stipulated in the respective Accenture policy as amendedfrom time to time.6.3 Employee shall assign to the Company, and the Company shall accept such assignment, anyclaim for damages he may have against a third party in connection with his inability to workup to the amount of damages incurred to the detriment of the Company, and shall provide theCompany with all necessary assistance to enforce such assignment.
 

 
**Article 7 – Vacation**7.1 Employee shall be entitled to annual vacation of 25 working days.7.2 Vacation time shall be coordinated with the Supervising Senior Executive taking intoconsideration the personal wishes of Employee, the vacation plans of other managing directorsand employees, and the best interests of the Company.7.3 Vacation time not taken in a certain calendar year may be carried forward to the nextcalendar year. Vacation time carried forward must be taken until the end of the fiscal year.Vacation time not taken until then shall be forfeited if it exceeds a vacation accountbalance of 300 hours.**Article 8 – Confidentiality, Client Protection, Data Protection**8.1 Employee herewith accepts a strict duty of secrecy and confidentiality with respect to – all trade secrets and any other information related to the business of Accenturewhich are not in the public domain, and  – all information, documents and other materials or data media of clients ofAccenture.8.2 Employee shall not directly or indirectly disclose or make use of the Accenture’s knowledgecapital for any other purpose than a purpose of the Company or Accenture. Accenture’sknowledge capital includes all information, documents and any other materials or data mediacontaining intellectual property of the Company or Accenture, especially working procedures,guidelines and best practices, development or solution tools, methodologies, models,programs, program modules, etc., gained within the scope of all business and clientrelationships that could be valuable for Accenture either internally or in further projectsfor clients.8.3 Employee shall not solicit or assist or facilitate the solicitation of any employee ofAccenture with the intention of causing them to render services to other persons orenterprises, if not otherwise clearly instructed by the shareholder.8.4 Employee shall not be entitled to copy, duplicate, access or otherwise appropriateconfidential information for his own or for any third parties’ use or benefit.
 

 
8.5 Upon termination of this Service Agreement or in the event of leave of absence or suspensionfrom work, Employee shall immediately return all confidential or client related information,including any work he has produced during his service for Accenture, and any embodiments,copies or other reproductions thereof. The Company may demand return of all documents andinformation as soon as notice of termination of this Service Agreement is given or Employeewould be suspended from work. Provisions 8.1 to 8.4 shall continue to apply after terminationof this Service Agreement.8.6 Employee herewith acknowledges that (i) the Company or Accenture will process personal datarelating to him and (ii) he will have access to and process personal data about third partiesand/or the Company. Employee agrees to be bound by and to abide with the Accenture policiesregarding processing of personal data, as amended and disclosed internally from time to timeand agreed to in the “Data Privacy Compliance Consent Form” including its exhibit shall forman integral part of this Service Agreement and which is kept in his Personnel File.**Article 9 – Intellectual Property**9.1 At the beginning of the services Employee shall notify to the Company any and all technicalinnovations made or substantially completed by him alone or together with third parties,regardless of the possibility to get a patent for this innovation, which could be exploitedby the Company for business activities. Employee shall also inform the Company whether he isin the position to grant the necessary utilization rights to the Company.9.2 Employee shall grant to the Company an exclusive, unrestricted, perpetual and world widelicense (hereinafter the “License”) to all copyright protected Works, including, withoutlimitation, computer programs as defined in Section 69a German Copyright Act(*Urheberrechtsgesetz*), laboratory or production reports, manuals and related materialsoriginated, conceived, written and/or made by him solely or jointly with others during theterm of this Service Agreement (hereinafter the “Works”), be it as a consequence of theservices or coincidentally.   Such License shall include, inter alia, the right of the Company to use, publish, reproduce,disseminate, record in digital or analogue form on picture, data and sound carriers of allkinds, and reproduce and disseminate same, each in physical and non-physical form, againstor without remuneration. In particular, the License shall also include the authority to makethe Work available interactively by electronic means. The Company shall be further entitledto adapt, modify, and combine with other Works, the Works created by
 

 
  Employee and to use and exploit the Works so adapted, modified or combined with other Works,to the extent set forth hereinbefore. 9.3 The Company shall have the right to exploit the License either through itself or throughthird parties, either in whole or in part. Therefore, the License granted shall betransferable and sub-licensable.9.4 With respect to any former or future employment relationship between Employee and theCompany the above Articles 9.1 — 9.3 are without prejudice to Section 69b German CopyrightAct (*Urheberrechtsgesetz*). For the avoidance of doubt, the Company and Employee herebyacknowledge that an agreement in the sense of Section 69b German Copyright Act must be inwritten form.9.5 Employee shall undertake not to make use of his personal rights in accordance with sections12, 14, 25, 39 German Copyright Act (*Urheberrechtsgesetz*). Employee shall further undertaketo make use of his rights under section 41 German Copyright Act no earlier than five (5)years from the date the Work is created by him. The Company shall consider and take intoaccount the interest of Employee as far as this is economically and technically reasonable.The Company, in particular in the case of computer programs as defined in Section. 69a GermanCopyright Act (*Urheberrechtsgesetz*), shall be free to choose a title for the Works and, indoing so, shall not be obliged to state Employee’s name.9.6 Employee and the Company agree that all Works subject to the License granted under Articles9.2 – 9.5 shall be part of the job description as set forth in Article 1 above and shall befully compensated under the remuneration provided in Article 4 above.9.7 Employee shall inform the Company about any and all inventions and qualified proposals fortechnical improvements (hereinafter the “Inventions”) he may have made during his services,be it as a consequence of the services or coincidentally. Employee hereby transfers to theCompany exclusively, without limitation as to time or territory, any and all rights to suchInventions. Employee shall further undertake to provide the Company with any requireddocumentation and to make all necessary signatures, if needed e.g. for an application of adomestic or foreign protective right. Article 9.6 shall apply accordingly to such Inventions.9.8 With respect to any other intellectual property rights created by Employee solely or jointlywith others during the term of this Service Agreement, be it as a consequence of the servicesor coincidentally, and with the exception of Works (Article 9.2) as well as
 

 
  Inventions (Article 9.7) Employee transfers to the Company exclusively, without limitationas to time or territory, any and all rights thereto. Article 9.6 shall apply accordingly tosuch intellectual property rights. 9.9 The “Restrictions on Business Activities after Resignation, Removal or Retirement” attachedto this Service Agreement shall apply and form an integral part of this Service Agreement.**Article 10 – Term of Employment and Notice**10.1 This Service Agreement shall be valid as of            and shall end, withoutthe need to give notice, on           . Employee and the Company shall beentitled to terminate this Service Agreement by giving six (6) months prior notice effectiveto the end of a calendar month.10.2 Employee ensures being in possession of any and all administrative authorizations requiredto perform the contractual duties (e.g. valid residence permit). The service agreementautomatically terminates if (i) any such required administrative authorization is cancelledor discontinued and (ii) at the time of cancellation of discontinuation the render orextension of the required authorization can not reasonably be expected within a period of onemonth.10.3 In case this Service Agreement will be terminated **–**no matter for what reason and on whatgrounds and irrespective of whether such notice is given by Employee or by the Company,regardless of the reason of such termination **–**the Company shall be entitled to suspend andrelease Employee from work at any time. In such case the Company shall continue to pay theannual compensation pursuant to Sections 4.1 and 4.2 of this Service Agreement. Vacation timenot taken until suspension and release date shall be set off against suspension/release time.Suspension time shall not count for calculating any bonus.
 

 
10.4 The right of both parties to terminate for cause shall remain unaffected.10.5 Notice of termination must be given in writing.10.6 In case of termination of this Service Agreement and/or revocation of appointment to SeniorExecutive Level of Responsibility 1 — 3, the Company shall be entitled to terminate any otherposition or membership of Employee held in Accenture or on behalf of the Company. Employeeshall take the appropriate steps and provide assistance to the Company to this effect.10.7 In case of release from work, it shall be at the sole discretion of the Company to determineregulations regarding the use and return of the company car and technical equipment such asnotebook and mobile phone, as well as the use of offices and infrastructure and the deletionof access rights.**Article 11 – Obligation to enforce claims**Both parties shall assert claims resulting from this contract in writing and no later than 6months after due date of the claims, otherwise the claims will expire. This does not apply toclaims resulting from the company car account. Theses claims will expire 2 years after their duedate. Additionally, the terms and conditions of the company car program apply.**Article 12 – Replacement of former Agreements and Contracts**This Service Agreement shall supersede and replace all other previous contracts of employmentbetween Employee and the Company.**Article 13 – Final Provisions**13.1 Employee undertakes to regularly notice all Accenture global and local policies, guidelinesand regulations as published in the Intranet of Accenture, currently under           . Employee hereby explicitly undertakes and agrees to all provisions in these programs,guidelines and policies including the Code of Business Ethics.13.2 Employee shall inform the Company of changes of his private address in writing without unduedelay. In the event Employee is entitled to any benefits from the Companies pension plans orAccenture Ltd. Equity Program outlasting the duration of this Service Agreement, thisprovision shall also apply after termination of this Service Agreement.
 

 
13.3 Any amendments of or additions to this Service Agreement shall be made in writing. Thisshall also apply to any modifications or termination of this written form clause.13.4 If any provision of this Service Agreement is held to be invalid, the remaining provisionsshall remain valid, and the invalid provision shall be replaced by such valid one which shallhave the closest admissible economic effect. The same shall apply in the event that theService Agreement is found to be incomplete.13.5 This Service Agreement shall be governed and construed in accordance with German law.       Accenture GmbH                                  Employee      
 

 
Annex ARESTRICTIONS ON BUSINESS ACTIVITIES AFTER RESIGNATION; REMOVAL OR RETIREMENT(A) Employee acknowledges that he occupies a position of special trust and confidence withrespect to the Company and its Senior Executives.   Belonging to the group of Senior Executives Level of Responsibility 1 — 3 imposes theobligation to act in a stewardship capacity with respect to the preservation and developmentof the Company and its resources for the benefit of future, as well as present, ManagingDirectors and employees.   Employee further acknowledges that the successful development and marketing of the Company’sprofessional services and products require substantial research and development of uniquemethodologies, technologies (including computer software) and training programs. Suchefforts generate for the Company valuable proprietary or confidential information (“Companyinformation”) which gives the Company a business advantage over others who do not have suchinformation. Company information includes, but is not limited to, Company business plans,practice methodologies and technologies (including computer software), training materials,personnel information, client lists and confidential client information, informationregarding the business needs, strategies and technologies of present and prospective clientsand internal Company publications.   In recognition of Employee’s special relationship with the Company and the fiduciary dutiesarising therefrom, and in acknowledgement that each Senior Executive Level 1 — 3 will haveobtained knowledge of company information during his membership in the Company, Employeeundertakes the following obligations which he confirms have been reasonably designed toprotect the Company’s legitimate business interests without unnecessarily or unreasonablyrestricting his professional opportunities in the event that he resigns, retires, or isremoved as a member of the Company: (1) Employee shall return all Company property (including Company information) uponhis resignation, retirement or removal from the Company, and he shall, both during andafter his service as a Managing Director of the Company, refrain from using ordisclosing Company information for his own account or the account of any person otherthan the Company without the prior written approval of the Supervising SeniorExecutive, unless the portion of the information to be used or disclosed has becomegenerally and lawfully known to the Company’s competitors.
 

 
 (2) Employee shall not, at any time during which he is a Managing Director of theCompany and for twelve (12) months after his resignation, retirement or removal fromthe Company, whether for his own account or for the account of any person other than anAffiliated Company, directly or indirectly, endeavor to solicit away from the Companyor an Affiliated Company, or facilitate the solicitation away from the Company or anAffiliated Company, of any client of the Company or an Affiliated Company.  (3) Employee shall not, at any time during which he is a Managing Director of theCompany and for twelve (12) months after his resignation, retirement or removal fromthe Company, whether for his own account or for the account of any person other than anAffiliated Company, directly or indirectly, induce away from the Company or anAffiliated Company, or facilitate the inducement away from the Company or an AffiliatedCompany of, any personnel of the Company or an Affiliated Company or interfere with thefaithful discharge by such personnel of their contractual and fiduciary obligations toserve the Company’s or the Affiliated Company’s interests and those of its clients ofundivided loyalty.(B) Employee recognizes and agrees that a breach of any of the provisions of this Annex A willimmediately and irreparably harm the Company’s business, including but not limited to theCompany’s valuable business relations with its actual and prospective clients, and thatcompensatory damages cannot be calculated readily and are in any event an inadequate remedy.Accordingly, Employee acknowledges that the Company shall therefore be entitled to injunctiveand other relief including forfeiture to it of any Senior Executive benefits, if permitted bylaw. In addition, Employee agrees to reimburse the Company for all costs and expenses,including reasonable attorneys’ fees, which the Company incurs in connection with theenforcement of its rights under this Annex A. Furthermore, Employee agrees to pay acontractual penalty in the amount of three monthly salaries last received for each incidentof breach of any of the provisions of this Annex A “Monthly salary” shall be calculated asoverall remuneration received during the past twelve months divided by twelve. In case of apermanent violation the contractual penalty shall be due for each commenced calendar month.
 

 
(C) “Client” as used herein above shall mean any person or entity for whom the Company or anAffiliated Company performed professional services or provided products within the twelve(12) months immediately preceding the resignation, retirement or removal of Employee.“Company” as used herein above shall include any entity owned or controlled by the Company,and “Affiliated Company” as used herein above shall include any entity owned or controlledby the relevant Affiliated Company.(D) In case one or several provisions contained herein are found to be invalid, the validity ofthe remaining provisions shall remain unaffected. The invalid provision shall be substitutedwith a valid provision which comes as close as possible to the economic effects the partiesintended with the invalid provision. The same shall apply if the invalidity of a provision isbased on too broad wording as regards time, local area or contents; in this case, the legallyvalid wording shall apply.       Accenture GmbH                                  Employee