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Manpower Inc.
0000 Xxxxx Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000
February 22, 1999
Xx. Xxxxxxx 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 "Corporation"):
1. Term. The term of this agreement (the "Term") will begin on the date
of this letter indicated above and end on the first to occur of the following:
(a) the date two years after the occurrence of a Change of Control, as defined
in the letter to you of even date regarding other rights and obligations on
termination of your employment; (b) January 31, 2002, if no Change of Control
occurs between the date of this letter indicated above and January 31, 2002; or
(c) the Date of Termination, as defined in the letter from the Corporation to
you of even date regarding other rights and obligations on termination of your
employment.
2. Base Compensation. You will be paid a base salary for your services
during the Term equal to Three Hundred Thousand Dollars ($300,000) per year, as
may be increased from time to time by the Corporation. Your base compensation
will be paid in accordance with the Corporation's regular payroll practices with
respect to such compensation as in effect from time to time.
3. Incentive Bonus. You also will be entitled to receive an incentive
bonus for each full or partial fiscal year of the Corporation included within
the Term. It is intended that the amount of this incentive bonus will be
determined annually based upon objective criteria established at the beginning
of each fiscal year, but until such criteria are established the amount will be
determined by the Executive Compensation Committee of the Corporation, subject
to ratification by the Board of Directors, in its sole discretion. This
incentive bonus will be paid within 45 days after the close of each such fiscal
year.
4. Benefits. During the entire Term, the Corporation will provide you
with, and you will be eligible for, all benefits of employment generally made
available to the senior executives of the Corporation from time to time
(collectively, the "Benefits Plans"), subject to and on a basis
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consistent with the terms, conditions and overall administration of such Benefit
Plans. 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 the Corporation of similar rank. You
also will be entitled to vacations and perquisites in accordance with the
Corporation's policies as in effect from time to time for senior executives of
the Corporation.
5. Expenses. The Corporation will reimburse to you on a monthly basis
for all traveling, hotel, entertainment and other expenses reasonably incurred
by you in the proper performance of your duties during the Term, subject to your
compliance with the guidelines and regulations concerning expense reimbursement
issued by the Corporation.
6. Nondisclosure and Nonsolicitation.
(a) Nondisclosure.
(i) You will not, directly or indirectly, at any time
during the term of your employment with the Corporation or any
of its direct or indirect subsidiaries (collectively, the
"Manpower Group") or during the two-year period following your
termination of employment with the Manpower Group, use for
yourself or others, or disclose to others, any Confidential
Information (as defined below), whether or not conceived,
developed, or perfected by you and no matter how it became
known to you, unless (a) you first secure written consent of
the Corporation to such disclosure or use, (b) the same shall
have lawfully become a matter of public knowledge other than
by your act or omission, or (c) you are ordered to disclose
the same by a court of competent jurisdiction or are otherwise
required to disclose the same by law, and you promptly notify
the Corporation of such disclosure. "Confidential Information"
shall mean all business information (whether or not in written
form) which relates to any company in the Manpower Group and
which is not known to the public generally (absent your
disclosure), including but not limited to confidential
knowledge, operating instructions, training materials and
systems, customer lists, sales records and documents,
marketing and sales strategies and plans, market surveys, cost
and profitability analyses, pricing information, competitive
strategies, personnel-related information, and supplier lists.
This obligation will survive the termination of your
employment for a period of two years and will not be construed
to in any way limit the Corporation's rights to protect
confidential information which constitute trade secrets under
applicable trade secrets law even after such two-year period.
(ii) Upon your termination of employment with the
Manpower Group, or at any other time upon request of the
Corporation, you will promptly surrender to the Corporation,
or destroy and certify such destruction to the Corporation,
any documents, materials, or computer or electronic records
containing any Confidential Information which are in your
possession or under your control.
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(b) Nonsolicitation of Employees. You agree that you will not,
at any time during the term of your employment with the Manpower Group
or during the one-year period following your termination of employment
with the Manpower Group, either on your own account or in conjunction
with or on behalf of any other person, company, business entity, or
other organization whatsoever, directly or indirectly induce, solicit,
entice or procure any person who is an employee of any company in the
Manpower Group, or has been such an employee within the three months
preceding such action, to terminate his or her employment with the
Manpower Group so as to accept employment elsewhere.
(c) Injunction. You recognize that irreparable and
incalculable injury will result to the Manpower Group and its
businesses and properties in the event of your breach of any of the
restrictions imposed by Sections 6(a) - (b), above. You therefore agree
that, in the event of any such actual, impending or threatened breach,
the Corporation will be entitled, in addition to any other remedies and
damages available to it, to temporary and permanent injunctive relief
(without the necessity of posting a bond or other security) restraining
the violation, or further violation, of such restrictions by you and by
any other person or entity from whom you may be acting or who is acting
for you or in concert with you.
7. Successors; Binding Agreement. This letter agreement will be binding
on the Corporation and its successors and will inure to the benefit of and be
enforceable by your personal or legal representatives, heirs and successors.
8. Notice. Notices and all other communications provided for in this
letter will be in writing and will be deemed to have been duly given when
delivered in person, sent by telecopy, or mailed by United States registered or
certified mail, return receipt requested, postage prepaid, and properly
addressed to the other party.
9. No Right to Remain Employed. Nothing contained in this letter will
be construed as conferring upon you any right to remain employed by the
Corporation or any member of the Manpower Group or affect the right of the
Corporation or any member of the Manpower Group to terminate your employment at
any time for any reason or no reason, subject to the obligations of the
Corporation and the Manpower Group as set forth herein.
10. Modification. No provision of this letter may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing by you and the Corporation.
11. Withholding. The Corporation shall be entitled to withhold from
amounts to be paid to you hereunder any federal, state, or local withholding or
other taxes or charges which it is, from time to time, required to withhold
under applicable law.
12. Previous Agreement. This letter and the letter of even date from
the Corporation to you, regarding other rights and obligations on termination of
your employment, upon acceptance
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by you, expressly supersede any and all previous agreements or understandings
relating to your employment by the Corporation or the Manpower Group or the
termination of such employment, and any such agreement or agreements shall, as
of the date of your acceptance, have no further force or effect.
If you are in agreement with the foregoing, please sign and return one
copy of this letter which will constitute our agreement with respect to the
subject matter of this letter.
Sincerely,
MANPOWER INC.
By:
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Agreed as of the 22nd day of February, 1999.
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Xxxxxxx Xxxxxxx
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