Washington, DC 20549
Form 8-K
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2008
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
File Number)
(I.R.S. Employer
Identification No.)
Canon’s Court
22 Victoria Street
Hamilton HM12, Bermuda

(Address of principal executive offices)
Registrant’s telephone number, including area code: (441) 296-8262
Not Applicable
(Former name or former address, if changed since last report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(e) Grant to Named Executive Officer Under 2001 Accenture Ltd Share Incentive Plan
     On December 16, 2008, the Compensation Committee (the “Committee”) of the Board of Directors of Accenture Ltd (the “Company”) approved a one-time grant of restricted share units to William D. Green, the Company’s chairman and chief executive officer, under the 2001 Accenture Ltd Share Incentive Plan (the “Plan”). The grant, which is expected to be made on January 1, 2009, will have a fair market value of $6 million on the date of grant, and will vest in full on January 1, 2012, contingent upon Mr. Green’s continued employment as the Company’s chairman or chief executive officer until that date. The grant may only vest prior to that date in the event of his death or disability. The Committee approved the award both in recognition of Mr. Green’s leadership and to encourage his continued service with the Company. Except as noted herein, the award will generally be subject to the terms and conditions applicable to the other awards made to the Company’s named executive officers under the Plan.



     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: December 19, 2008  ACCENTURE LTD
  By:   /s/ Douglas G. Scrivner    
  Name:   Douglas G. Scrivner   
  Title:   General Counsel and Secretary