Japan Directorship Agreement - Masakatsu Mori

Exhibit 10.5


The following Exhibit No. 10.5 constitutes a fair and accurate English translation of the original copy of this document.


/s/ Douglas G. Scrivner
---------------------------------
Douglas G. Scrivner
General Counsel and Secretary of Accenture Ltd


DIRECTORSHIP AGREEMENT


THIS AGREEMENT is made the 1st day of June, 2001, between Accenture Corporation whose registered office is at 7-1-16 Akasaka, Minato-ku, Tokyo 107 ("the Company") and ____________________________ of ___________________________ ___________________________________________________________ ("the Director").


WITNESSETH THAT:


WHEREAS, the Company, a wholly-owned subsidiary of Accenture BV (the "Shareholder"), wishes to employ Director to perform services on its behalf,


WHERAS, the Director is willing and able to perform such services on behalf of the Company, and


NOW, THEREFORE, the parties hereto agree as follows:


Term and Termination


1. The term of service pursuant to this Agreement shall commence on the later
of (i) the day upon which Director is appointed director of the Company by
resolution of the Shareholder or (ii) the day upon which this Agreement is
executed by the parties, and shall terminate upon the Director's
resignation or removal from his position as director of the Company or upon
expiration of his term of office as director of the Company as set forth in
the Company's Articles of Incorporation ("Articles"); provided that, if the
Director is reappointed to a further term or terms of office as director of
the Company, this contract shall be automatically extended and shall
terminate upon the Director's resignation or removal from his position as
director of the Company or upon expiration of such further term or terms of
office as director of the Company.


2. Except as otherwise provided herein, this Agreement shall continue until
the Company terminates it by giving to the Director not less than four (4)
months prior notice, or until the Director terminates it by giving to the
Company not less than one (1) month prior notice. Notice may be given at
anytime with reasonable cause. The Company reserves the right to remove the
Director from office without prior notice by paying salary in lieu notice.
In connection with Directors resignation or removal pursuant to this clause
2, the Company and Director agree to comply with all applicable procedures
and requirements under the Japanese Commercial Code ("JCC"). based on any
of causes set forth in the clause 1.


Duties


3. The Director shall serve the Company in the role of director (and
representative director as the case may be) and shall at all times comply
with the lawful and reasonable directions of the Board.


4. The Director shall (a) devote his full time and attention to the business
and affairs of the Company for whom he is required to perform duties; and
(b) shall not without the prior written consent of the Board directly or
indirectly carry on or be engaged concerned or interested in any other
business trade or occupation.


5. The Director's normal place of work shall be the Company's offices or such
other place of business as the Company may reasonably determine from time
to time]. As a consequence of project assignments, the Director may be
required and hereby agrees to perform duties at premises of clients of the
Company when so reasonably requested or directed.


6. The Director shall comply with all laws, rules or codes of conduct in force
from time to time required by any regulatory body in relation to the
business of the Company or the status of the Director or which the Company
shall reasonably determine are necessary for the proper functioning of its
business. The Director shall also comply with all Accenture policies which
are applicable from time to time and as amended from time to time.


7. The Director hereby acknowledges that, in the event the Director gives or
receives notice to resign if required by the Company to protect the
business and commercial interests of the Company, the Company may require
the Director to remain away for a period not exceeding the period of notice
from the premises of the Company or any client, provided always that during
any such period the Company shall continue to pay salary and provide all
benefits referred to in clause 8 of this Agreement and the Director hereby
agrees (a) that the Company shall be under no obligation to provide the
Director with any work to perform or duties to discharge during such
period; and (b) that all the Director's obligations under this Agreement,
except for his obligation under clause 4.(a) remain in full force and
effect during such period.


Remuneration and benefits


8. The Company shall pay the Director during the term of this Agreement annual
base salary and other forms of compensation and benefits in the amounts and
form determined by the resolution of the Shareholder (and if applicable,
the Board) from time to time at its sole discretion. Pursuant to the
resolution of the Shareholder (and if applicable the Board), the Company
may revise Director's annual base salary taking into consideration the
Director's performance and ability.


9. Pursuant to the resolution of the Shareholder (and if applicable the
Board), the Company may pay the Director during the term of this Agreement
a bonus at its absolute discretion at such times and of such amounts as it
may decide from time to time if at all.


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10. The Director will be eligible to enroll in retirement benefit programs that
Shareholder may provide at its sole discretion at such times and in such
amounts it may decide from time to time pursuant to Shareholder resolution.


Insurance


11. The Company shall provide the Director during the term of this Agreement
with social insurance as required by law.


Holiday Entitlement


12. The Director is entitled to paid vacation amounting to twenty (20) working
days during the calendar year beginning 1 September each year (the "Year").
This entitlement accrues at the rate of 1.67 days for each complete
calendar month of service. If at the conclusion of the Year, the Director's
accrued entitlement to paid vacation exceeds 40 days, then that entitlement
to paid vacation in excess of 40 days (which may be carried forward) shall
be forfeited and no payment shall be due in respect of that forfeiture.
Notwithstanding the foregoing, any unused vacation that the Director has
accrued as of May 31, 2001 (as a partner of Accenture, a Japan
partnership), and hereafter accrues through August 31, 2001 (FY 2001),
shall be handled in accordance with the current existing partner vacation
policy. For the avoidance of doubt, this means that the Director can carry
up to 320 hours of unused vacation on June 1, 2001, and carry up to 160
hours of unused FY 2001 vacation into FY 2002 on September 1, 2001. Any
unused FY 2001 vacation will expire on August 31, 2002. If the Director
leaves the Company, the Director shall not receive any compensation for any
unused vacation. In addition, Director shall not receive any compensation
for any unused FY 2001 vacation that expires on August 31, 2002.


13. Upon the termination of this Agreement, the Director will receive payment
in respect of any paid vacation entitlement which has accrued but which has
not been taken. In the event that the Director has taken paid vacation in
excess of accrued entitlement, then the appropriate deduction will be made
from Remuneration or from other sums due to the Director.


14. The Director is entitled to take national holidays stipulated and in force
in the National Holidays Law and other holidays as designated by the
Company without deduction from Remuneration. The Director may on exception
be required to work on a national or other holiday. Reasonable notice of
this requirement will be given.


15. The Director is required to give prior notice in writi ...