MANPOWER INC.
NONSTATUTORY STOCK OPTION AGREEMENT
This Nonstatutory Stock Option Agreement (this
"Agreement") is executed as of April 26, 1999, by and
between MANPOWER INC., a Wisconsin corporation (the
"Corporation"), and XXXXXXXX X. XXXXXXXXX (the
"Employee").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Corporation
has established the 1994 Executive Stock Option and
Restricted Stock Plan (the "Plan") for employees of the
Corporation and its subsidiaries; and
WHEREAS, the Corporation has granted to the
Employee an option under the Plan, on the terms
provided in this Agreement and the Plan, in partial
consideration of the commitments made by the Employee
in an agreement between the Corporation and the
Employee being executed and delivered concurrently
herewith, regarding the Employee's resignation from
full-time service with the Corporation and continuing
advisory relationship with the Corporation, and as an
additional incentive to the Employee to put forth
maximum effort for the continued success and growth of
the Corporation and its subsidiaries;
NOW, THEREFORE, the Corporation and the Employee
hereby agree as follows:
1. Provisions of Plan Control. This Agreement
shall be governed by the provisions of the Plan, the
terms and conditions of which are incorporated herein
by reference. 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 Employee. Unless otherwise provided herein,
all capitalized words in this Agreement shall have the
meaning ascribed to them in the Plan. A copy of the
Plan will be delivered to the Employee upon reasonable
request.
2. Option; Number of Shares; Option Price. The
Employee shall have the right and option to purchase
all or any part of an aggregate of 100,000 Shares (the
"Option") at the purchase price of $23.5625 per Share.
3. Time Limitations on Exercise of Option.
Unless the Committee establishes otherwise or except as
otherwise provided in the Plan, immediately on or after
the date hereof, all or any portion of the Shares
covered hereby may be purchased. To the extent not
previously exercised according to the terms hereof, the
Option shall expire on the fifth anniversary of the
date hereof.
4. Termination of Employment. The Option shall
be exercisable upon the termination of the Employee's
employment relationship with the Corporation and its
subsidiaries only in the manner and to the extent
provided in Paragraph 10 of the Plan.
5. 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 purchase price of the Shares then being
acquired upon exercise in the manner described in
Paragraph 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 Employee of such
documents and information as the Committee may deem
necessary or appropriate in connection with such
registration or qualification or the issuance of Shares
hereunder.
6. Prohibition Against Transfer. Unless
otherwise provided by the Committee and except as
provided in Paragraph 11 of the Plan, the Option, and
the rights and privileges conferred hereby, may not be
transferred by the Employee, and shall be exercisable
during the lifetime of the Employee only by the
Employee.
7. Notices. Any notice to be given to the
Corporation under the terms of this Agreement shall be
given in writing either to the management of the
subsidiary employing the Employee, or to the
Corporation in care of its Secretary at 0000 Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000. Any notice
to be given to the Employee may be addressed to him at
his address as it appears on the payroll records of the
Corporation or any subsidiary thereof. Any such notice
shall be deemed to have been duly given if and when
actually received by the party to whom it is addressed,
as evidenced by a written receipt to that effect.
8. 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 or cash payable
hereunder or otherwise until arrangements satisfactory
to the Corporation have been made with respect to such
withholding obligations.
IN WITNESS WHEREOF, the Corporation has caused
these presents to be executed as of the date and year
first above written, which is the date of the granting
of the Option evidenced hereby.
MANPOWER INC.
By: /s/ Xxxxxxx X. Xxx Xxxxxx
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Xxxxxxx X. Xxx Xxxxxx Secretary
The undersigned Employee hereby accepts the
foregoing Option and agrees to the several terms and
conditions hereof and of the Plan.
/s/ Xxxxxxxx X. Xxxxxxxxx
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Xxxxxxxx X. Xxxxxxxxx Employee
