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EXHIBIT 10.13(b)
MANPOWER INC.
0000 XXXXX XXXXXXXX XXXX
XXXXXXXXX, XXXXXXXXX 00000
February 18, 1997
Xx. Xxx X. Xxxxx:
Please refer to our letter agreement dated August 3, 1991, as amended by a
letter agreement dated March 12, 1992 (as amended, the "Prior Agreement"),
concerning your compensation and other benefits as an employee of Manpower Inc.
(the "Company"), successor to Manpower International Inc. We have agreed to the
following modifications of the Prior Agreement:
1. Subparagraph 2 of the Prior Agreement is modified to provide that
the incentive bonus to which you will be entitled for each fiscal year of
the Company, beginning with the year ending December 31, 1997, will be
determined in accordance with Schedule A attached hereto in lieu of the
amount previously specified for any incentive bonus.
2. Notwithstanding the foregoing or any other provision of the Prior
Agreement, you will not be entitled to receive the incentive bonus provided
under paragraph 2 of such agreement 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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Except as expressly modified by the foregoing, the Prior Agreement will
remain in full force and effect.
To confirm your agreement with the terms of this letter, kindly sign a copy
in the place provided below and return it to the Company.
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/ Xxx X. Xxxxx
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Xxx X. Xxxxx
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SCHEDULE A
Incentive Bonus Formula
Adjusted Net Profit Before Tax Amount of Bonus is 25%
of Following Amount
$44 Million or less None
More than $44 Million but equal 1% of Adjusted Net Profit
to or less than $49 Million Before Tax in excess of $44
Million
More than $49 Million but equal $50,000 plus 1-1/2% of Adjusted
to or less than $59 Million Net Profit Before Tax in excess
of $49 Million
More than $59 Million $200,000 plus 1-3/4% of
Adjusted Net Profit Before Tax
in excess of $59 Million
"Adjusted Net Profit Before Tax" shall mean the net profit (or loss) before
income taxes, cumulative effects of changes in accounting principles, and
extraordinary items, shown on the year-end audited Consolidated Statement of
Operations of Manpower Inc. and subsidiaries with the following adjustments:
a. Add to income the aggregate charges included for base salaries, incentive
bonuses, or severance (and charges for withheld employment taxes on such
items) paid or payable to Messrs. Xxxxxxxxx and Xxxxx.
b. Add to income the aggregate charges included for employee noncash
compensation items.
c. Add to income any charges included for the amortization of goodwill,
restructuring, losses resulting from the disposition of real estate or
businesses, and other unusual items, and subtract from income any gains
included resulting from the disposition of real estate or businesses and
other unusual items.
Notwithstanding the foregoing, charges included for the amortization of goodwill
or restructuring will not be added back with respect to any year to the extent
determined by the Executive Performance Compensation Committee of the Board of
Directors of Manpower Inc. in its sole discretion.
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