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EXHIBIT 10.17(b)
MANPOWER INC.
0000 XXXXX XXXXXXXX XXXX
XXXXXXXXX, XXXXXXXXX 00000
February 18, 1997
Xx. Xxxxx X. Xxxxxxx:
We have agreed as follows with respect to the compensation to be paid and
the other benefits to be provided to you in connection with your continuing
employment by Manpower Inc. (the "Company"):
1. For so long as you remain employed by the Company, you will be
paid base compensation at a rate equal to Three Hundred Fifty Thousand
Dollars ($350,000.00) per year or such greater amount as may from time to
time be approved by the Board of Directors of the Company, payable in
accordance with the Company's regular payroll practices. Your base
compensation will not be reduced below the amount so approved by the Board
of Directors from time to time.
2. For so long as you remain employed by the Company, you will be
entitled to an incentive bonus for each fiscal year of the Company in an
amount determined in accordance with Schedule A attached hereto. Such
incentive bonus for any fiscal year will be paid to you in cash within
seventy-five (75) days after the last day of such fiscal year.
3. For so long as you remain employed by the Company, the Company
will provide you, when and as you become eligible therefor, with all
benefits of employment
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generally made available to the Company's executive or key management personnel
as of the date hereof or as hereafter made available, including benefits
available under any group life insurance, savings or any similar plans or
arrangements (collectively, the "Benefits Plans"), subject to and on a basis
consistent with the terms, conditions and overall administration of such Benefit
Plans, or with other plans or arrangements providing you with at least
equivalent benefits. Except as otherwise expressly provided herein, you will be
considered for participation in Benefit Plans which by the terms thereof are
discretionary in nature (such as stock option plans) on the same basis as other
executive personnel of similar rank. You also will be entitled to vacations and
perquisites in accordance with the Company's policies as in effect from time to
time for executive or key management personnel.
4. Notwithstanding the foregoing, you will not be entitled to receive the
incentive bonus provided under paragraph 2, above, for the year ending December
31, 1997, or any subsequent fiscal year unless the shareholders of Manpower Inc.
approve the bonus arrangement set out in Schedule A at the 1997 annual meeting
of shareholders by the vote required under Section 162(m) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder.
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To confirm your agreement with the terms of this letter, kindly execute a
copy in the place provided below and return it to us.
Sincerely,
MANPOWER INC.
By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Xxxxxxxx X. Xxxxxxxxx, President and
Chief Executive Officer
I hereby confirm my agreement with
the terms of this letter.
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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SCHEDULE A
Incentive Bonus Formula
Specified Operating Unit Profits Amount of Bonus
$20,000,000 or less None
More than $20,000,000 1% of Specified Operating Unit
Profits in excess of $20,000,000
"Specified Operating Unit Profits" will mean the sum of the Operating Unit
Profit for the fiscal year in each of the United States, Canada, Mexico, South
America, the Caribbean, and Australia. "Operating Unit Profit" for any such
region will mean the revenues less direct costs of operations for the region,
further reduced by branch and head office selling, general and administrative
expenses for the region, as shown in the management reports of the Company. In
addition, "Specified Operating Unit Profits" may be further reduced by charges
relating to operations in any such region for any year for amortization of
goodwill, restructuring or interest to the extent determined by the Executive
Performance Compensation Committee of the Board of Directors of the Company in
its sole discretion.
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