MANPOWER INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (this
"Agreement") is executed the 26th day of April, 1999,
by and between MANPOWER INC., a Wisconsin corporation
(the "Corporation"), and Xxxx X. Xxxxxx (the "Advisor").
WITNESSETH:
WHEREAS, the Corporation has granted to the
Advisor, in partial consideration for the advisory
services to be rendered by the Advisor to the
Corporation, a stock option on the terms provided in
this Agreement;
NOW, THEREFORE, it is agreed as follows:
1. Incorporation of 1994 Plan. The terms and
conditions of the 1994 Executive Stock Option and
Restricted Stock Plan of the Corporation (the "Plan")
shall be incorporated herein by reference and, although
it is not being granted under such Plan, the Option (as
defined below) will be subject to the terms of the Plan
as if the Advisor were an employee of the Corporation
and as if the option had been granted under the Plan,
except to the extent explicitly modified by this
Agreement. Unless otherwise provided herein, all
capitalized words in this Agreement shall have the
meaning ascribed to them in the Plan. The Plan
empowers the Committee to make interpretations, rules
and regulations thereunder, and, in general, provides
that determinations of such Committee with respect to
the Plan shall be binding upon the Advisor. A copy of
the Plan has been delivered to the Advisor concurrently
with the execution of this Agreement.
2. Option; Number of Shares; Option Price. The
Advisor shall have the right and option to purchase, on
the terms and conditions hereinafter set forth, all or
any part of an aggregate of 175,000 Shares (the
"Option") at the purchase price of $23.5625 per share
(the "Option Price"), which is 100% of the fair market
value of the common stock of the Corporation on the
date this option is granted. The Shares purchased
shall, at the option of the Corporation, be shares of
authorized but unissued common stock or shares of such
stock held as treasury shares of the Corporation.
3. Time Limitations on Exercise of Option. The
Option shall be exercisable as to all or any portion of
the 175,000 Shares commencing on the date hereof.
Except as otherwise provided in the Plan, to the extent
not previously exercised, the Option shall expire on
the tenth anniversary of the date hereof. The Option
will be exercisable upon termination of the Advisor's
advisory relationship (or, if the Advisor becomes an
employee of the Corporation or any of its subsidiaries
during the term of the advisory relationship, upon a
later termination of such employment relationship) with
the Corporation and its subsidiaries only in the manner
and to the extent provided in the Plan (applied as if
the Advisor were an employee).
4. Method of Exercising Option. The Option may be
exercised in whole or in part by delivery to the
Corporation, at the office of its Secretary at
Milwaukee, Wisconsin, of (a) written notice identifying
the Option and stating the number of Shares with
respect to which it is being exercised, and (b) payment
in full of the Option Price of the Shares then being
acquired upon exercise in the manner described in
Section 6 of the Plan. The Corporation shall have the
right to delay the issue or delivery of any Shares to
be delivered hereunder until (a) the completion of such
registration or qualification of such shares under
federal, state or foreign law, ruling or regulation as
the Corporation shall deem to be necessary or
advisable, and (b)receipt from the Advisor of such
documents and information as the Corporation may deem
necessary or appropriate in connection with such
registration or qualification or the issuance of Shares
hereunder.
5. Prohibition Against Transfer. Except as otherwise
provided by the Committee or as provided in the Plan,
the Option, and the rights and privileges conferred
hereby, may not be transferred by the Advisor, and
during the lifetime of the Advisor the Option shall be
exercisable only by the Advisor.
6. Notices. Any notice to be given to the
Corporation under the terms of this Agreement shall be
given in writing to the Corporation in care of its
Secretary at 0000 Xxxxx Xxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxx 00000. Any notice to be given to the Advisor
may be addressed to him at his address as it appears on
the records of the Corporation or any subsidiary
thereof.
7. Taxes. The Corporation may require payment or
reimbursement of or may withhold any tax that it
believes is required as a result of the grant or
exercise of the Option, and the Corporation may defer
making delivery with respect to Shares hereunder until
arrangements satisfactory to the Corporation have been
made with respect to such withholding obligations.
IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date and year first above
written.
MANPOWER INC.
By: /s/ Xxxxxxx Xxx Xxxxxx
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/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
