EX-10.2






Exhibit 10.2




ACCENTURE LTD

2001 SHARE INCENTIVE PLAN




RESTRICTED SHARE UNIT AGREEMENT




(CEO Award — 2009)




          1. Grant of RSUs. Accenture Ltd, an exempted company registered in Bermuda (the “Company”),
hereby grants, as of January 1, 2009 to William D. Green, (the “Participant”), a total number of
184,331 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.




          2. Vesting.




          (a) Service Condition. The RSUs shall vest in full, if at all, on January 1, 2012 (the
“Determination Date”) so long as the Service Condition has been satisfied. For purposes of this
Agreement, the “Service Condition” requires that the Participant shall continually be employed by
the Company or any of its Affiliates (collectively, the “Constituent Companies”) as the Company’s
Chief Executive Officer and/or Chairman from January 1, 2009 to January 1, 2012.




          (b) Upon the Participant’s termination of employment for any reason, any unvested RSUs shall
immediately terminate, and no further Shares shall be issued or transferred under Section 3 of this
Agreement in respect of such unvested RSUs; provided, however, that if the
Participant’s employment with the Constituent Companies terminates due to the Participant’s death
or Disability, the RSUs granted hereunder shall vest with respect to 100% of the RSUs held by the
Participant on the date of such termination of employment. For purposes of this Agreement
“Disability” shall have the meaning set forth in Section 3(b) below or, if applicable, Section
21(a) below.




          3. Form and Timing of Issuance or Transfer.




          (a) In General. Unless the Committee or its designee 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 in its sole discretion, the Company shall issue or cause
there to be transferred to the Participant that number of Shares as set forth in Section 1 above on
the Determination Date, until all of the Shares underlying the vested RSUs have been issued or
transferred; provided that on such delivery date, a number of RSUs equal to the number of
Shares issued or transferred to the Participant shall be extinguished; provided,
further, however, that upon the issuance or transfer of Shares to the Participant,
in lieu of a fractional Share, the Participant shall receive a cash payment equal to the Fair
Market Value of such




 









 




fractional Share. At the discretion of the Company, the Company may issue or transfer Shares
underlying vested RSUs to the Participant earlier than the Determination Date to the extent
required to satisfy tax liabilities arising in connection with this RSU grant. Notwithstanding the
foregoing, if the conditions set forth in Section 21 of this Agreement are satisfied, Section 21
shall supersede the foregoing.




          (b) Death or Disability. Notwithstanding Section 3(a) of this Agreement, if the
Participant’s employment with the Constituent Companies terminates due to the Participant’s death
or Disability, the Company shall issue or cause to be transferred to the Participant or to his or
her estate, as the case may be, a number of Shares equal to the aggregate number of RSUs granted to
the Participant hereunder (rounded down to the next whole Share) as soon as practicable following
such termination of employment, at which time a number of RSUs equal to the number of Shares issued
or transferred to the Participant or to his or her estate shall be extinguished; provided,
however, that upon the issuance or transfer of Shares to the Participant or to his or her
estate, in lieu of a fractional Share, the Participant or his or her estate, as the case may be,
shall receive a cash payment equal to the Fair Market Value of such fractional Share.




          For purposes of this Agreement, unless Section 21 applies, “Disability” shall mean
“disability” as defined (i) in any employment agreement then in effect between the Participant and
the Company or any Affiliate or (ii) if not defined therein, or if there shall be no such
agreement, as defined in the long-term disability plan maintained by the Participant’s employer as
in effect from time to time, or (iii) 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.




          (c) Notwithstanding Sections 3(a) and 3(b) of this Agreement, upon the Participant’s
termination of employment with the Constituent Companies for Cause or to the extent that the
Participant otherwise takes such action that would constitute Cause, to the extent legally
permissible, any outstanding RSUs shall immediately terminate. For purposes of this Agreement,
“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.




          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 (x) the number of RSUs held by the Participant as of the related
dividend record date, multiplied by (y) 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 (I) the aggregate number of RSUs held by the Participant through
the related dividend record date, multiplied by (II) the number of Shares (including any fraction
thereof) payable as a dividend on a Share.




          5. Adjustments Upon Certain Events. In the event of any change in the outstanding
Shares by reason of any Share dividend or split, reorganization, recapitalization, merger,
consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other
similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion,
adjust any Shares or RSUs subject to this Agreement to reflect such Adjustment Event.




          6. Cancellation and Rescission of RSUs and Shares Underlying RSUs.




          (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.




          (b) In the following circumstances, the Company may require the Participant to, to the extent
legally permitted, transfer to the Company up to a number of Shares equal to the number of 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 transfer, including any transfer taxes that may be payable in connection with
such transfer;




 









 









          (i) the Participant’s employment with the Constituent Companies is terminated for
Cause, or




          (ii) the Participant engages in any of the Restricted Activities defined in
subsection (c) below.



          (c) The Participant agrees that, in consideration of the value of and as a condition of
receiving and maintaining the RSUs granted to the Participant under this Agreement, the Participant
shall not, for a period of twelve months following the termination of the Participant’s employment
with the Constituent Companies engage in any Restricted Activities, which for purposes of this
Agreement include the following:





          (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; 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 6(c)(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; or (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; or (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
employment with the Constituent Companies terminated.



          (d) For purposes of this Agreement:





          (i) “Cause shall have the meaning set forth in Section 3(c) above.




          (ii) “Client” shall mean any person, firm, corporation or other organization
whatsoever for whom the Company, its Affiliates and/or their predecessors provided
services within a twelve month period before the date on which the Participant’s
employment with the Constituent Companies terminated, or about which the Participant
learned confidential information within the twelve months prior to the date on which the
Participant’s employment with the Constituent Companies terminated.



 









 






          (iii) “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.
“Competitive Enterprise” shall include, but not be limited to, the entities set forth on
the list maintained by the Company on the myHoldings website, which list may be updated
by the Company from time to time.




          (iv) “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.




          (v) “Prospective Client” shall mean any person, firm, corporation, or other
organization whatsoever with whom the Company, its Affiliates and/or their predecessors
had any negotiations or discussions regarding the possible performance of services by the
Company or any of its Affiliates or any of their predecessors within the twelve months
prior to the date of the Participant’s termination of employment with the Constituent
Companies.




          (vi) “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.



          (e) If, during the twelve month period following the termination of the Participant’s
employment with the Constituent Companies, the Participant is presented with an opportunity that
might involve participation in any Restricted Activity under 6(c)(i) above, Participant shall
notify the Company in writing of the nature of the opportunity (the “Conflicting Activity”).
Following receipt of sufficient information concerning the Conflicting Activity, the Company will
advise Participant in writing whether the Company considers the Participant’s RSUs to be subject to
Section 6(b)(ii) above. The Company retains sole discretion to determine whether Participant’s
RSUs are subject to Section 6(b)(ii) and to alter its determination should additional or different
facts become known to the Company.




          7. No Right to Continued Employment. Neither the Plan nor this Agreement shall be
construed as giving the Participant the right to be retained in the employ of, or in any consulting
relationship to, the Company or any Affiliate. Further, the Company or an Affiliate may at any
time dismiss the Participant from employment or discontinue any consulting relationship, free from
any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided
herein.




          8. Data Protection. The Participant consents to the processing (including
international transfer) of personal data as set out in Appendix A for the purposes specified
therein.




          9. Collateral Agreements. As a condition to the issuance or transfer of the Shares
underlying the RSUs granted hereunder, the Participant shall, to the degree reasonably required by
the Company, (a) execute and return to the Company a counterpart of this




 









 




Agreement in accordance with the instructions provided by the Company and (b) either (i)
execute and return an employment agreement, a consultancy agreement, a letter of appointment and/or
an intellectual property agreement, in form and substance satisfactory to the Company, or (ii)
provide evidence satisfactory to the Company that the agreements referenced in clause (i) have
been previously executed by the Participant.




          10. No Acquired Rights. In participating in the Plan, the Participant acknowledges
and accepts that the Board has the power to amend or terminate the Plan at any time and that the
opportunity given to the Participant to participate in the Plan is entirely at the discretion of
the Committee and does not obligate the Company or any of its Affiliates to offer such
participation in the future (whether on the same or different terms). The Participant further
acknowledges and accepts that such Participant’s participation in the Plan is outside the terms of
the Participant’s contract of employment with the Constituent Companies and is therefore not to be
considered part of any normal or expected compensation and that the termination of the
Participant’s employment under any circumstances whatsoever will give the Participant no claim or
right of action against the Company or its Affiliates in respect of any loss of rights under this
Agreement or the Plan that may arise as a result of such termination of employment.




          11. 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.




          12. 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.




          13. 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 13
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, the
policies relating to certain minimum 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 Shares delivered or deliverable under the Agreement to the holder of the
RSUs and/or the Shares so delivered, as appropriate, pursuant to the provisions of Section 14 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 Shares issued therefrom has access.




          14. Notices. Any notice to be given under this Agreement shall be addressed to the
Company in care of its General Counsel at:



Accenture Ltd

50 W. San Fernando Street

San Jose, CA 95113

Telecopy: (408)817-2799

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.




          15. 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 in connection with the RSUs under this Agreement or
under the Plan or from any compensation or other amount otherwise payable to the Participant,
applicable withholding taxes and social insurance contributions required to be withheld with
respect to the RSUs, 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 and social insurance contributions. Notwithstanding the
foregoing, if the Participant’s employment with the Constituent Companies terminates prior to the
issuance or transfer of all of the Shares under this Agreement, the payment of any applicable
withholding taxes or social insurance contributions required to be withheld with respect to any
further issuance or transfer of Shares under this Agreement or the Plan shall at the Company’s
discretion be made solely through the sale of Shares equal to the statutory minimum withholding
liability.




          16. Choice of Law, Forum and Jurisdiction. The Participant acknowledges that, (a) as
of the date hereof, the Shares underlying the RSUs granted to the Participant hereunder are
publicly traded in the State of New York on the New York Stock Exchange, (b) the Company and its
Affiliates have significant operations and numbers of employees in New York, and (c) the Company,
for the purpose of ensuring predictability and uniformity of results, desires that there be a
common body of law interpreting and enforcing this Agreement. The Parties acknowledge and agree
that the State of New York has a reasonable relationship to this Agreement and the subject matter
hereof and to the Parties’ relationship to one another. The Parties therefor agree that: 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. THE PARTICIPANT AND COMPANY
EACH AGREE THAT ANY DISPUTE OR CONTROVERSY ARISING OUT OF OR CONCERNING THIS AGREEMENT SHALL
BE EXCLUSIVELY BROUGHT IN, AND RESOLVED EXCLUSIVELY BY, THE



 









 






COURTS IN THE STATE OF NEW YORK.
THE PARTICIPANT AND THE COMPANY EACH CONSENT TO THE JURISDICTION OF THE COURTS IN THE STATE OF NEW
YORK.




          17. Severability. This Agreement shall be enforceable to the fullest extent allowed
by law. In the event that a court or appointed arbitrator holds any provision of this Agreement to
be invalid or unenforceable, then, if allowed by law, that provision shall be reduced, modified or
otherwise conformed to the relevant law, judgment or determination to the degree necessary to
render it valid and enforceable without affecting the rest of this Agreement. Any provision of
this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be deemed severable from the remainder of this Agreement, and the remaining
provisions contained in this Agreement shall be construed to preserve to the maximum permissible
extent the intent and purposes of this Agreement. Any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.




          18. 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.




          19. 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.




          20. Administration; Consent. In order to manage compliance with the terms of this
Agreement, 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 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 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 Shares delivered under the Agreement that this
appointment, empowerment and authorization may be exercised by the aforementioned persons with
respect to all 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 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 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 Shares except for transfers deemed by it in
its sole discretion to be in compliance with the terms of this Agreement. Each holder of
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 Shares delivered
pursuant to the Agreement acknowledges and agrees that the Company may impose a legend on any
document relating to or Shares issued or issuable pursuant to this Agreement conspicuously
referencing the restrictions applicable to such Shares.




          21. Section 409A — Disability, Deferral Elections, Payments to Specified Employees, and
Interpretation of Grant Terms. If the Participant is subject to income taxation on the income
resulting from this Agreement under the laws of the United States, and the foregoing provisions of
this Agreement would result in adverse tax consequences to the Participant, as determined by the
Company, under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
then the following provisions shall apply and supersede the foregoing provisions:




          (a) “Disability” shall mean a disability within the meaning of Section 409A(a)(2)(C) of the
Code.




          (b) Deferral elections made by U.S. taxpayers are subject to Section 409A of the Code. The
Company will use commercially reasonable efforts to not permit RSUs to be deferred, accelerated,
released, extended, paid out or modified in a manner that would result in the imposition of an
additional tax under Section 409A of the Code. In the event that it is reasonably determined by
the Company that, as a result of Section 409A of the Code, payments or delivery of the Shares
underlying the RSU award granted pursuant to this Agreement may not be made at the time
contemplated by the terms of the RSU award or your deferral election, as the case may be, without
causing the Participant to be subject to taxation under Section 409A of the Code, the Company will
make such payment or share delivery as soon as practicable on or following the first day that would
not result in your incurring any tax liability under Section 409A of the Code, and in any event, no
later than the last day of the calendar year in which such first date occurs.




          (c) If the Participant is a “specified employee” (within the meaning of Section
409A(a)(2)(B)(i) of the Code), payments and deliveries of shares in respect of any RSUs subject to
Section 409A of the Code that are linked to the date of the Participant’s separation from service
shall not be made prior to the date which is six (6) months after the date of the Participant’s
separation from service from the Company or any of its Affiliates, determined in accordance with
Section 409A of the Code and the regulations promulgated thereunder.




          (d) The Company shall use commercially reasonable efforts to avoid subjecting the Participant
to any additional taxation under Section 409A of the Code as described herein; provided that
neither the Company nor any of its employees, agents, directors or representatives shall have any
liability to the Participant with respect to Section 409A of the Code.




     22. 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.




     23. Entire Agreement. This Agreement, including the Plan, as provided therein,
contains the entire agreement between the parties with respect to the subject matter therein and
supersedes all prior oral and written agreements between the parties pertaining to such matters.



          IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Date
of Grant set forth on the attached Essential Grant Terms.




	 	 	 	 	 
	 

	 	ACCENTURE LTD	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 		 	 
	 
	 	 	 	 
	 

	 	Douglas G. Scrivner

General Counsel, Secretary and Compliance
Officer	 	 
	 
	 	 	 	 
	 

	 	PARTICIPANT	 	 
	 
	 
	 	 	 	 
	 

	 	 

Signature
	 	 
	 
	 	 	 	 
	 
	 

	 	 


	 	 
	 
	 

	 	 

Print Name
	 	 
	 
	 	 	 	 
	 
	 

	 	 

Date
	 	 
	 
	 	 	 	 
	 
	 

	 	 

Employee ID
	 	 






 









 






APPENDIX A




DATA PROTECTION PROVISION





	(a)	 	By participating in the Plan or accepting any rights granted under it, the Participant
consents to the collection and processing by the Company and its Affiliates of personal data
relating to the Participant by the Company and its Affiliates so that they can fulfill their
obligations and exercise their rights under the Plan, issue certificates (if any), statements
and communications relating to the Plan and generally administer and manage the Plan,
including keeping records of participation levels from time to time. Any such processing
shall be in accordance with the purposes and provisions of this data protection provision.
References in this provision to the Company and its Affiliates include the Participant’s
employer.
	 
	 	 	These data will include data:






	 	(i)	 	already held in the Participant’s records such as the Participant’s name and
address, ID number, payroll number, length of service and whether the Participant works
full-time or part time;
	 
	 	(ii)	 	collected upon the Participant accepting the rights granted under the Plan (if
applicable); and
	 
	 	(iii)	 	subsequently collected by the Company or any of its Affiliates in relation to the
Participant’s continued participation in the Plan, for example, data about shares
offered or received, purchased or sold under the Plan from time to time and other
appropriate financial and other data about the Participant and his or her participation
in the Plan (e.g., the date on which the shares were granted, termination of employment
and the reasons of termination of employment or retirement of the Participant).






	(b)	 	This consent is in addition to and does not affect any previous consent provided by the
Participant to the Company or its Affiliates.
	 
	(c)	 	In particular, the Participant expressly consents to the transfer of personal data about the
Participant as described in paragraph (a) above by the Company and its Affiliates. Data may
be transferred not only within the country in which the Participant is based from time to time
or within the EU or the European Economic Area, but also worldwide, to other employees and
officers of the Company and its Affiliates and to the following third parties for the purposes
described in paragraph (a) above:






	 	(i)	 	Plan administrators, auditors, brokers, agents and contractors of, and third party
service providers to, the Company or its Affiliates such as printers and mail houses
engaged to print or distribute notices or communications about the Plan;




 









 






	 	(ii)	 	regulators, tax authorities, stock or security exchanges and other supervisory,
regulatory, governmental or public bodies as required by law;
	 
	 	(iii)	 	actual or proposed merger partners or proposed assignees of, or those taking or
proposing to take security over, the business or assets of the Company or its Affiliates
and their agents and contractors;
	 
	 	(iv)	 	other third parties to whom the Company or its Affiliates may need to
communicate/transfer the data in connection with the administration of the Plan, under a
duty of confidentiality to the Company and its Affiliates; and
	 
	 	(v)	 	the Participant’s family members, physicians, heirs, legatees and others associated
with the Participant in connection with the Plan.






Not all countries, where the personal data may be transferred to, have an equal level of
data protection as in the EU or the European Economic Area. Countries to which data are
transferred include the USA and Bermuda.




All national and international transfer of personal data is only done in order to fulfill
the obligations and rights of the Company and/or its Affiliates under the Plan.




The Participant has the right to be informed whether the Company or its Affiliates hold
personal data about the Participant and, to the extent they do so, to have access to those
personal data at no charge and require them to be corrected if they are inaccurate or to be
destroyed if the Participant wishes to withdraw his or her consent. The Participant is
entitled to all the other rights provided for by applicable data protection law, including
those detailed in any applicable documentation or guidelines provided to the Participant by
the Company or its Affiliates in the past. More detailed information is available to the
Participant by contacting the appropriate local data protection officer in the country in
which the Participant is based from time to time. If the Participant has a complaint
regarding the manner in which personal information relating to the Participant is dealt
with, the Participant should contact the appropriate local data protection officer referred
to above.




	(d)	 	The processing (including transfer) of data described above is essential for the
administration and operation of the Plan. Therefore, in cases where the Participant wishes to
participate in the Plan, it is essential that his/her personal data are processed in the
manner described above. At any time the Participant may withdraw his or her consent.