exv10w12






Exhibit 10.12




EMPLOYMENT CONTRACT

[English Translation]




Dear Sir

Office of




     Further to the verbal agreements reached, we report below the new conditions relating to your
employment with Accenture S.p.A. (the “Company”), that will replace the conditions of your previous
contract with the Company dated and signed on       and starting from      , as later integrated on                     .



A) Starting date, rank and duties




     Starting from          , you, who are already an executive in our Company in
compliance with the National Collective Employment Contract for Executives of Companies Producing
Goods and Services, will have the internal rank and will carry out the duties of “Senior
Executive”.


B) Since our Company belongs to the multi-national Group Accenture (the “Group”), the Company may
also ask you to work, on a temporary basis, at other companies belonging to the Group or to perform
corporate duties within the sphere of the Group. It is understood that for such work and/or duties
within the Group, you will not be entitled to any further salary with respect to that mentioned in
paragraph I) below as said salary was calculated taking into consideration the possibility of such
work and/or duties. Salary and any payments deriving from such company duties will therefore be
paid back to the company.




C) Exclusive nature of employment relationship




     Also in consolidation of the obligations deriving for the purposes and effects of art. 2105
c.c., for the whole duration of the employment relationship with the Company, you are banned from
performing any type of working activity, irrespective of its form (work as an employee, free-lance
work, co-worker, participation in association, etc.) and/or to possess, directly or indirectly,
even through third parties, participations in other companies or businesses in competition with the
Company or with the other companies of the Group, without the previous and explicit written
authorisation of the Group.



 









 





D) Place where the service will be rendered




     Your current place of work is established as .



     In consideration of your rank and the functions granted to you, travel, within Italy and
abroad, according to the requirements of the Company, falls within the object of your work, to
carry out the services that are the object of this contract. With regard to secondment, the
company’s conditions for Senior Executives will be applied.



     You recognise that the Company will be entitled to transfer you to other offices and/or to
second you to the Company’s clients, in observance of the provisions of art. 2103 c.c. and the
current National Collective Employment Contract for Executives of Companies Producing Goods and
Services.



E) Duration




     This contract is stipulated for a non-specified period of time.



F) Timetable




     Your job is not subject to constraints of timetable but you will organise your work so as to
ensure both the effectiveness of your direct responsibility in the performance of company services
and the regular enjoyment of daily and weekly periods of rest.



G) Confidentiality




     You shall not communicate or divulge, also in compliance with Articles 622 (“Disclosure of
professional secrets”) and 623 (“Disclosure of scientific or Industrial secrets”) p.c. (including
therein amendments and integrations introduced to protect information confidentiality pursuant to
l.n.547/93), and the provisions of articles 98 and 99 of L.D. No. 30/2005, any type of information
or news regarding both the company organisation or customers and suppliers, know-how, industrial
applications, production processes, systems and applications software, individual services or
products about which you may become aware during your job and also in relation to information or
news regarding every subsidiary or, in any case, company belonging to the Group. This obligation
shall also remain in force after termination of the employment relationship. All documentation of
any nature, in original form or in copy, relating to the Company or, in any case, containing
confidential information or news, that may come into your possession for any reason during your
job, must be considered as belonging exclusively to the Company and must be returned to the Company
once your employment relationship ceases.



H) Company assets and corporate policies




     For the sole purpose of carrying out your job as well as possible and bearing in mind the
corporate role you will cover, you shall use all the assets that the Company shall put at your
disposal, in observance of applicable fiscal and contribution provisions, in compliance with that
provided by the current corporate policy, as unilaterally established by the Company from time to
time. You shall observe all the company



 









 







policies provided for the level of Senior Executive, to which you belong and that are established
at Group level as well as the procedures indicated and established in the Organisational Model,
including the Code of Conduct that you may examine in:


Moreover, you shall take part in the “mandatory training” that will be organised by the company.
The Company reserves the right to amend, substitute and/or repeal, at its own discretion and
unilaterally, such benefits or policies.




I) Economic treatment




     With effect from          , you will receive the following economic treatment:




	 	1)	 	As total remuneration for your work and in payment of your obligation, you
will be paid, divided into 13 monthly payments, a gross annual fixed salary of           
        .
	 
	 	 	 	The economic treatment mentioned in the previous paragraph has been calculated as a
whole also in anticipation of every, and any, future salary increase deriving from
changes in rank or from amendments in the National Collective Employment Contract for
Executives of Companies Producing Goods and Services. In particular, it is understood
that the economic treatment may be absorbed, up to its amount, by any increase deriving
from sources that govern the relationship, including increases in seniority, if still
applicable.
	 
	 	2)	 	The Company reserves the right to launch Variable Bonus Plans, as established
unilaterally and at its own discretion from time to time on an annual basis by the
Company itself, also with reference to the relevant duration, targets, methods of
discretional assessment of performances, to the amount linked to the achievement of
said targets and to the procedures for the relevant payment/s. Regarding this, you
explicitly acknowledge that the terms and conditions of each Variable Bonus Plan, and
the targets prescribed therein and the amount of the Bonuses, are the expression of
the bonus policies of the Company for each period of annual duration of said plans
and, consequently, such plans must not be put in relationship with, or linked to any
other and different previous or future plan. Consequently, the Company shall be
entitled to repeal or not to renew annual Variable Bonus Plans. Currently said Plans
are composed of:
	 
	 	3)	 	 






	 	a.	 	an individual performance bonus linked to the results of the
individual performance and Company assessments on said performances, as
communicated and established, unilaterally and at its own discretion by the
Company; it shall be paid upon completion of the assessment process, according
to the procedures established by the Company and notified annually, currently
established as in one




 









 






	 	 	 	single instalment, during the month of December (with the December payslip);
	 
	 	b.	 	an Annual Bonus, as a bonus linked to achieving the results
of the annual budget (Management Plan) and to the assessment of individual
performance, as notified and established unilaterally and at its own
discretion by the Company; it shall be paid upon completion of the assessment
process, according to the procedures established by the Company and notified
annually, currently established as in one single instalment, during the month
of December (with the December payslip);




With reference to the provisions of paragraph I) 2), it is understood that in the event of
resignations, periods of leave or any other reduction or termination of working activities:





	 	-	 	the annual individual performance bonus mentioned in
letter a), above for the year, shall be paid only if the employment
relationship has been constant at the date of payment, currently
established as during the month of December and in proportion to the actual
working presence during the period;
	 
	 	-	 	the bonus mentioned in letter b) above shall be paid
only if the employment relationship has been constant and in proportion to
the actual working presence during said FY.





     Stock Option Plans may also be launched or other stock plans, subject to the authorisations of
the relevant Authorities.



     It is however explicitly agreed that any payment during the year of the amounts mentioned in
paragraph I) 2) do not result in any obligation, nor any tradition or habit of paying the same
during the following year.



L) Supplementary insurance treatment




     You shall also have the option of belonging to the Prometheia supplementary pension fund, in
substitution of the contractual Previndai fund.



M) Inventions




     All the results (in any form or any nature) of the work carried out by you in doing your job
(“Inventions”) are and remain the property of the Company, that holds all their rights of economic
utilisation and/or transfer of the rights themselves, notwithstanding your right to be recognised
as their author for the purposes and effects of art. 20 Law no. 633/1941 and subsequent amendments
(moral right of the author) (I would perhaps also introduce reference to art. 65, co.1, of L.D. no.
30/2005). It is understood that you will not be entitled to any further payment, with respect to
that already agreed in paragraph I) above, for said Inventions.




 









 








N) Agreement of non-competition




     Upon termination of the executive employment relationship due to withdrawal, in any form and
for any reason, of one or the other party, you shall abstain, for a period of 18 months, from
carrying out, directly or indirectly, any entrepreneurial activity and from rendering your services
as employee, consultant, agent or in any other form, also through company participation,
occasionally or continuously, with or without constraints of subordination and with or without
remuneration, for or in favour of persons, companies, businesses, associations, or, in general,
bodies that carry out consultancy, production and/or commercial activities in competition with
those carried out by our Company and by companies linked to it for whom you may have carried out
separate activity or in favour of whom you may have carried out duties; or that carry out
activities auxiliary to the previous ones through bodies of organisation, consultancy or
advertising. Activities of design, production and creation, start-up, maintenance and management of
basic and application information systems within the sphere of the structuring of the layout
(logistic layout), fabrication and industrial, administrative, distribution and operating processes
in general, the organisation of the development of human resources, IT and company strategies and
consultancy with industrial banking, insurance and financial businesses or groups in general and
public and private bodies and institutions, all have the nature of competition. As also do
activities of data processing, keeping company accounts, management of administrative activities
such as, for example, the development, management, maintenance and filing or keeping of documents
and databases on behalf of third parties, also involving the public, other support services and
non-financial leasing of software, electronic devices and equipment and telecommunications
equipment as well as IT consultancy.”


The obligation to abstain from any business contact with clients of the company and companies
linked to it are also explicitly included in the obligation of non-competition.
The obligations assumed by you shall be limited to the following territory of the Italian Republic:          
        , and to the other companies indicated as a non-exhaustive example in annex
A).



As a payment for the obligations of this agreement of non-competition you will be paid a gross
amount, upon termination of the employment relationship, equal to 20% of the salary paid during the
last 12 months as established in point H above nos. 1 and 2, relating to the 18 months of
employment and therefore as a whole equal to 30% of your last annual salary. The sum will be paid,
pro quota, at the end of each semester that the agreement is in execution.



To allow fulfilment of the obligations of non-competition on your part, you shall notify the
Company, in a letter sent by recorded delivery, concerning the activity that you will carry out
during the period the agreement is in force and every modification of it.
In the event of non-fulfilment of the agreement of non-competition, you shall be obliged to return
the sum and each part of it already received and to pay a fine of a sum equal to three times the
amount of the whole payment, notwithstanding compensation of any further damages.




 









 






Our Company has the right to withdraw unilaterally from this agreement at any time during the
employment relationship and before one of the parties has expressed to the other the wish to
withdraw from the employment relationship underway.




*

Within the sphere of the obligations of the agreement of non competition, you shall, explicitly,
for the duration of 18 months following termination, for any reason, of your employment
relationship, refrain from contacting, directly or through others, and/or on behalf of others,
employees of the Company or its associated companies, in order to induce them to fail to observe
the commitments assumed in their employment relationship or in order to induce them to terminate
their own employment relationship with the Company or with its associated companies.





	O)	 	Miscellaneous




     
For anything not explicitly governed by this agreement, reference must be made explicitly to the
collective contract for Executives of Companies Producing Goods and Services and to the relevant
company provisions.




     Please return a copy of this document signed by you in sign of acceptance and with specific
approval of the following Points: A) (Starting date, rank and duties), C) (Exclusive nature of
employment relationship), E) (duration), H) (Company benefits and Policies), I) (Economic
treatment), N) (Agreement of non-competition).



With best wishes.




Milan,




 






For acceptance