Form of RSU Agreement



 Exhibit 10.6 
 ACCENTURE PLC 
 2010 SHARE INCENTIVE PLAN 

FORM OF 

RESTRICTED SHARE UNIT AGREEMENT 
  

			
	Participant:	  	Date of Grant:
		
	Number of RSUs:	  	Date of Issuance or Transfer of Shares:

 1. Grant of RSUs. The Company hereby grants the number of restricted share units
(“RSUs”) listed above to the Participant, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the Accenture plc 2010 Share Incentive Plan (the “Plan”), which Plan, as amended from time
to time, is incorporated herein by reference and made a part of this Agreement. Each RSU represents the unfunded, unsecured right of the Participant to receive a Share on the date(s) specified herein. Capitalized terms not otherwise defined herein
shall have the same meanings as in the Plan. 
 2. Form and Timing of Issuance or Transfer. 

(a) The Company shall issue or cause there to be transferred to the Participant,
[            number            ] months following the Date of Grant, a number of Shares equal to the aggregate
number of RSUs granted to the Participant under this Agreement. 
 (b) Upon the issuance or transfer of Shares in accordance
with Section 2(a) of this Agreement, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished. 
 3. 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 that have been 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. 

4. 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. 
 5. Data Protection. The
Participant consents to the processing (including international transfer) of personal data as set out in Exhibit A for the purposes specified therein. 
 6. 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. 







 7. Legend on Certificates. Any Shares issued or transferred to the Participant
pursuant to Section 2 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, and 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. 

8. Transferability. 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 8 shall be void and unenforceable against
the Company or any Affiliate. 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 minimum equity holding requirements. Such policies shall be binding upon the permitted respective legatees, legal representatives, successors and assigns of the Participant. 

9. Choice of Law and Dispute Resolution. 
 (a) 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. 

(b) Subject to paragraphs (c) and (g), any and all disputes which cannot be settled amicably, including any ancillary claims of any
party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance and/or termination of this Agreement (including without limitation the validity, scope and enforceability
of this arbitration provision) (each a “Dispute”) shall be finally settled by arbitration conducted by a single arbitrator in New York (or at such other place of arbitration as the Compensation Committee of the Board of Directors of the
Company, acting as Plan Administrator, or any successor plan administrator, may approve) in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce (“ICC”), except that the parties may select an
arbitrator who is a national of the same country as one of the parties. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the ICC shall make the
appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. 
 (c) Before the
Company has filed a request for arbitration or a response under the Rules of Arbitration of the ICC (as the case may be), the Company may by notice in writing to the Participant require that all Disputes or a specific Dispute be heard by any court
of law in accordance with paragraph (f) and, for the purposes of this paragraph (c), each party expressly consents to the application of paragraphs (d) and (e) to any such suit, action or proceeding. If, at the time that the Company
gives notice in accordance with this paragraph (c), arbitration has already been commenced in connection with a Dispute, that Dispute shall be withdrawn from arbitration. 
 (d) Either party may bring an action or proceeding in any court of law for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder,
and/or enforcing an arbitration award and/or in support of the arbitration as permitted by any applicable arbitration law and, for the purposes of this paragraph (d), each party expressly consents to the application of paragraphs (f) and
(g) to any such suit, action or proceeding. 
 (e) Judgment on any award(s) rendered by the tribunal may be entered in any
court having jurisdiction thereof. 
 (f)    (i) Each party hereby irrevocably submits to the non-exclusive
jurisdiction of the Courts located in New York, United States for the purpose of any suit, action or proceeding brought in accordance with the provisions of paragraphs (d) or (e). The parties acknowledge that the forum designated by this
paragraph (f) has a reasonable relation to this Agreement, and to the parties’ relationship with one another. 







 (ii) The parties hereby waive, to the fullest extent permitted by applicable law, any
objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any suit, action or proceeding brought in any court referred to in paragraph (f) (i) pursuant to paragraphs (d) or (e) and such
parties agree not to plead or claim the same. 
 (g) The parties agree that if a suit, action or proceeding is brought under
paragraphs (d) or (e) proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and they irrevocably appoint the General
Counsel of the Company, c/o Accenture, 161 N. Clark Street, Chicago, IL 60601 (or, if different, the then-current principal business address of the duly appointed General Counsel of the Company) as such party’s agent for service of process in
connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such party of any such service of process, shall be deemed in every respect effective service of process upon the party in
any such action or proceeding. 
 10. 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. 

11. 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. 
 12. Withholding. The Participant shall, to the extent required by applicable law or regulations, be required
to pay to the Company or any Affiliate, and the Company or any Affiliate shall withhold from any issuance or transfer due in connection with the RSUs under this Agreement or under the Plan, 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. The Participant may further direct the Company or any affiliate to withhold from any such issuance or
transfer applicable withholding taxes and/or social insurance contributions where the withholding is not mandatory under applicable law or regulations. 
 13. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument. 
 14. 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. 
 15. Rule 16b-3. The grant of the RSUs to the Participant hereunder, including any additional RSUs delivered pursuant to Section 3 hereof, 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, including without limitation, any transaction involving a sale to
the Company or any Affiliate where the purpose of such sale is to satisfy tax or similar withholding obligations required upon the delivery of Shares. 
 16. Recoupment. The RSUs granted under this Agreement, and any Shares issued or any payments made in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time
to time, to the extent that any such policy is applicable to the Participant. 







 IN WITNESS WHEREOF, the parties hereto have executed this Restricted Share Unit Agreement.

  

			
	ACCENTURE PLC
		
	By:	 	 
		 	 Julie Spellman Sweet

General Counsel, Secretary and Chief Compliance Officer



  

					
	PARTICIPANT
		
	By:	 	  

			
		 	Name:	 	  










 EXHIBIT 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. 
 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.