EXHIBIT 10.1
Manpower Inc.
0000 Xxxxx Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000
March 27, 2002
Xx. Xxxxx X. Xxxxxxx:
This letter will confirm our agreement with respect to the termination
of your full-time employment with Manpower Inc. (the "Corporation") and your
continuing consulting relationship with the Corporation. We have agreed as
follows:
1. Termination of Full-Time Employment. Your employment with the
Corporation continued through February 28, 2002 (the "Effective Date") on a
full-time basis, at which time you terminated your full-time employment.
2. Consulting Services.
(a) Services. Beginning March 1, 2002, and continuing through
February 28, 2003 or the later Extended Term Expiration Date (as
defined below), if any, unless earlier terminated under Section 13
hereof (the "Consulting Period"), and subject to the limitations set
forth herein, you shall act as a consultant and advisor to the
Corporation in the capacity of a part-time employee and shall render
such advice and assistance respecting the affairs and activities of the
Corporation and its direct or indirect subsidiaries (collectively, the
"Manpower Group") as any Senior Vice President of the Corporation, or
other officer of equal or higher rank, may from time to time reasonably
request, including the following:
(i) Transition Assistance to Successor Manager of North
America and Canada (Ms. Xxxxxxx Xxxx), including:
(A) Provide orientation training and assistance to
such successor during the first sixty (60) days of her
employment; and
(B) Assist in transition of management of the
operations of the Manpower Group in the United States and
Canada to such successor.
(ii) Assistance relating to Manpower Group Operations in
Central and South America, Japan, Australia and Asia,
including:
(A) Have continuing management responsibility for
operations of the Manpower Group in each of these areas
until a successor manager for such operations assumes such
responsibility;
(B) Provide assistance in the search for one or more
successor manager(s) for such operations; and
(C) Provide assistance in transition of management of
the operations of the Manpower Group in each of the areas
to the successor manager designated and retained by the
Corporation for such area.
The expectation is that a successor(s) will be designated no
later than July 31, 2002, and that the transition process will
be completed no later than September 30, 2002.
During the Consulting Period, you may engage in other activities,
subject to your commitments and the restrictions set forth in this
letter agreement. It is anticipated that you will generally not be
required to work more than 30 hours per week nor more than 4 business
days per week on average. At the end of the Consulting Period, your
employment will terminate.
(b) Consulting Period. The Corporation shall have the right,
which may be exercised by notice to you prior to the expiration of the
initial term or the first extended term, as the case may be, of your
part-time employment, to extend the term of your part-time employment
to August 31, 2003 and then, if so extended, again to February 28, 2004
(the latest date to which your part-time employment is so extended
being the "Extended Term Expiration Date").
3. Certain 2002 Compensation. In connection with the termination
of your full-time employment with the Corporation on the Effective Date, the
Corporation will provide you with the following compensation and benefits:
(a) Salary. The Corporation will pay you your full base salary
through the Effective Date at the rate now in effect.
(b) Incentive Bonus. The Corporation also will pay you as an
incentive bonus for 2002 an amount equal to the product of (i) the
incentive bonus which would have been payable to you determined
applying the Incentive Bonus Formula specified in your
Employment-Related Agreement based on the Operating Unit Profits for
the fiscal year 2002 of the operating units listed on Exhibit A
attached (instead of those specified in such formula) as if, for such
purpose, your full-time employment with the Corporation had not
terminated pursuant to this letter agreement and (ii) a fraction the
numerator of which is 59, and the denominator of which is 365. Your
incentive bonus for 2002 will be payable no later than on March 15,
2003. For purposes hereof, your "Employment-
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Related Agreement" means that letter agreement dated September 18,
1997, and that letter agreement dated February 23, 1998, each between
the Corporation and you.
(c) Severance. The Corporation will make a lump sum severance
payment to you no later than on April 1, 2002, calculated as follows:
(i) Twice amount of base salary $ 700,000
(ii) Highest bonus paid in last 5 years (1997 bonus) 820,234
----------
Total $1,520,234
==========
4. Compensation for Consulting. In consideration of the
consulting services to be performed by you pursuant hereto, and the
noncompetition agreement and your other obligations set forth herein, the
Corporation will pay you, during the period of March 1, 2002 through February
28, 2003, a salary (the "Consulting Fee") at the rate of $250,000 per year. The
Consulting Fee shall be payable according to the standard payroll practices of
the Corporation. In addition, you will be considered for a bonus, to be
determined at the discretion of the Chief Executive Officer of the Corporation,
attributable to your continuing management responsibility during such period for
operations in Central and South America, Japan, Australia and Asia. Any such
bonus will take into account the Incentive Bonus Formula specified in your
Employment-Related Agreement applied to the Operating Unit Profit of such
operations for which, during such period you continue to have management
responsibility. If the Corporation exercises its right to extend the period of
your part-time employment pursuant to Subsection 2(b) hereof, the compensation
to be paid to you during any such extended period will be determined by mutual
agreement.
5. Expense Reimbursement. The Corporation shall reimburse you for
any expenses incurred by you in the course of performing consulting services
requested by the Corporation during the Consulting Period to the extent that
such expenses are not otherwise paid or discharged by a third party, subject to
your compliance with the guidelines or rules of the Corporation concerning
expense reimbursement.
6. Benefits.
(a) Insurance. You will continue to be covered under the
Corporation's medical, dental, life, disability and other welfare
benefit plans during the Consulting Period. Following the end of the
Consulting Period, you will be treated as a grandfathered retiree under
the Corporation's medical insurance and dental insurance plans and you
will be eligible to continue participation in such plans on that basis
in accordance with their terms from time to time in effect (including
subject to the continuation of coverage for retirees); provided,
however, that for the first eighteen months following the end of the
Consulting Period, the Corporation shall bear the entire cost of such
coverage.
(b) Deferred Stock Plan. The shares of the Corporation's
common stock to which you are entitled under the Deferred Stock Plan of
the Corporation will be distributed to you, in accordance with the
terms of the Plan, on January 2 of the year
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following the year in which your employment with the Corporation is
completely terminated.
(c) Company Car. Until April 30, 2004, the Corporation shall
continue to provide you with the use of the automobile that it provided
to you as of the Effective Date on the same terms and conditions as
then so provided. You shall have the right to purchase such automobile
at April 30, 2004 and otherwise upon the terms and conditions of
Paragraph 2(d) of the February 23, 1998 letter agreement included in
your Employment-Related Agreement, which terms and conditions are
hereby incorporated herein.
(d) Other. Except as otherwise provided in this letter
agreement and except for any accrued benefits under company plans and
any employee benefits provided by law, you shall not receive on or
after the Effective Date any employee benefits or perquisites from the
Corporation.
7. Retirement Plan; Deferred Compensation Plan. Payment of your
retirement benefits under the Manpower, Inc. Retirement Plan and the Manpower,
Inc. Deferred Compensation Plan, payable in the forms provided by such plans,
will begin at the time of your complete termination of employment, as provided
in those plans. You will have the right to continue your participation in such
plans until the end of the Consulting Period. In consideration of your agreement
to continue employment hereunder and the detrimental effect of such continued
employment upon your retirement benefits under such plans, the Corporation shall
pay you the amount of $13,255 in a lump sum promptly after February 28, 2003,
and in the event that your employment hereunder is extended beyond February 28,
2003, the Corporation shall make such similar supplemental payment as the
Corporation and you then may agree upon.
8. Nonqualified Savings Plan. You will have a right to continue
your participation in the Manpower Inc. Nonqualified Savings Plan in accordance
with its terms until the end of the Consulting Period. Payment to you of your
accrued balance under such plan (in a lump sum or in installments based on the
election you have in place) will be made, or will begin, at the time of your
complete termination of employment, all as provided in the plan.
9. Stock Options. The Corporation confirms the following with
respect to the options you hold to purchase shares of the Corporation's Common
Stock under the 1991 Executive Stock Option and Restricted Stock Plan, as
amended (the "1991 Plan"), the Nonstatutory Stock Option Agreement thereunder
executed as of December 30, 1993, the 1994 Executive Stock Option and Restricted
Stock Plan and the three separate Nonstatutory Stock Option Agreements
thereunder executed as of February 22, 1999, April 26, 1999 and July 20, 1999,
respectively (the "Grant Documents"):
(a) Deemed Early Retirement. Your employment will not be
considered to have terminated for purposes of determining your rights
with respect to such options until the complete termination of your
employment and, for purposes of determining the period of time for
exercise of such options to the extent such options are or become
exercisable upon your complete termination of employment, you will be
deemed to have terminated "due to early retirement with the consent of
the Committee."
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(b) Acceleration of Vesting. To the extent such options do not
or have not become exercisable in accordance with the Grant Documents
and do not or have not lapsed in accordance with the Grant Documents
because of a termination for "Cause" (as defined therein) or your
earlier voluntary termination, they will become fully vested and
exercisable at the end of the Consulting Period provided you have
substantially performed and complied with your obligations under this
letter agreement. We agree that the arrangements set out in this letter
agreement will not give you a basis to terminate your employment for
"Good Reason" under any of the Grant Documents.
10. Noncompetition Agreement. During the Consulting Period, you
will not directly or indirectly assist any competitor of the Manpower Group in
any capacity. In addition, you will not at any time during the two-year period
following the termination of the Consulting Period, either directly or
indirectly:
(a) Contact any customer or prospective customer of the
Manpower Group with whom you have had contact on behalf of the Manpower
Group during the two-year period preceding the date of such termination
or any customer or prospective customer about whom you obtained
Confidential Information (as defined below) in connection with your
employment by the Manpower Group during such two-year period so as to
cause or attempt to cause such customer or prospective customer of the
Manpower Group not to do business or to reduce such customer's business
with the Manpower Group or divert any business from the Manpower Group.
(b) Provide services or assistance of a nature similar to the
services provided to the Manpower Group during the term of your
full-time and/or part-time employment with the Manpower Group to any
entity engaged in the business of providing temporary staffing services
anywhere in the United States or any other country in which the
Manpower Group conducts business as of the date when the Consulting
Period terminates which has, together with its affiliated entities,
annual revenues from such business in excess of US $500,000,000. You
acknowledge that the scope of this limitation is reasonable in that,
among other things, providing any such services or assistance during
such two-year period would permit you to use unfairly your close
identification with the Manpower Group and the customer contacts you
developed while employed by the Manpower Group and would involve the
use or disclosure of Confidential Information pertaining to the
Manpower Group.
11. Nondisclosure and Nonsolicitation Agreement. You will not,
directly or indirectly, at any time during the Consulting Period or during the
two-year period following the termination of the Consulting Period:
(a) Use for yourself or others, or disclose to others, any
Confidential Information, whether or not conceived, developed, or
perfected by you and no matter how it became known to you, unless (i)
you first secure written consent of the Corporation to such disclosure
or use, (ii) the same shall have lawfully become a matter of public
knowledge other than by your act or omission, or (iii) you are ordered
to disclose the same by a court of competent jurisdiction or are
otherwise required to
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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 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 not be construed to in any way limit the
Manpower Group's rights to protect confidential information which
constitute trade secrets under applicable trade secrets law during the
Consulting Period , the two-year period stated above or even after such
two-year period. You agree that upon the termination of the Consulting
Period, you will promptly surrender to the Corporation any documents,
materials, or computer on electronic records containing any
Confidential Information which are in your possession or under your
control.
(b) Induce, solicit, entice or procure any person now employed
or hereafter employed, during the term of your full-time and/or
part-time employment with the Manpower Group, by any company within the
Manpower Group to leave such employment so as to accept employment
elsewhere, unless such person shall have ceased to be an employee
thereof not less than three months prior to any such inducement,
solicitation, enticement or procurement.
12. Injunction; Forfeiture.
(a) 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
10 or 11 hereof. 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 for whom you may be acting or who is acting for you or in
concert with you.
(b) Notwithstanding Section 4 hereof in the event of your
breach of any of the restrictions imposed by Sections 10 or 11 hereof,
in addition to any other remedies and damages available by the
Corporation, the Corporation shall have the right to terminate payments
of Consulting Fees.
13. Termination of Consulting Period. The Consulting Period shall
terminate prior to February 28, 2003 or the Extended Term Expiration Date, as
the case may be, upon the occurrence of any of the following:
(a) Death. The Consulting Period shall terminate upon your
death.
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(b) Disability. If you become physically or mentally disabled
(regardless of whether such illness or injury is job related) so as to
become unable, for a total of one hundred eighty days within any one
year period during the Consulting Period, to perform your duties
hereunder when requested, the Corporation may, at its option, terminate
the Consulting Period.
(c) Cause. The Corporation may terminate the Consulting Period
for "Cause." As used in this Agreement, "Cause" shall include (i) your
willful and continued failure to substantially perform your duties with
the Corporation after a written demand for substantial performance is
delivered to you that specifically identifies the manner in which the
Corporation believes that you have not substantially performed your
duties, and you have failed to resume substantial performance of your
duties on a basis consistent with your part-time status within ten days
after receiving such demand, (ii) your willful engaging in conduct
which is demonstrably and materially injurious to the Manpower Group,
monetarily or otherwise, (iii) any dishonest or fraudulent conduct
which results or is intended to result in gain to you or your personal
enrichment at the expense of the Manpower Group, (iv) your conviction
of a felony, misdemeanor or criminal offense, as evidenced by a binding
and final judgment, order or decree of a court of competent
jurisdiction which impairs your ability substantially to perform your
duties with the Corporation, or (v) your violation of any covenant
restricting competition with any member of the Manpower Group or
restricting the use and/or disclosure of confidential information of
any member of the Manpower Group, including any of the covenants set
forth in Sections 10 and 11 hereof.
14. Non-Disparagement. You agree that you, and the Corporation
agrees that it, shall not at any time engage in any form of conduct, or made any
statements or representations, that disparage or otherwise impair the
reputation, goodwill, or commercial interests of, in the case of you, Manpower
Released Persons (as defined below) and, in the case of the Corporation, Your
Released Parties (as defined below); provided that, nothing contained herein
shall preclude either party from providing truthful testimony pursuant to
subpoena or other legal process, or in the course of any proceeding that may be
commenced for purposes of enforcing this Agreement.
15. Release of Claims.
(a) Release of Claims by You. As further consideration for the
benefits and payments to you as described in this letter (which you
acknowledge to be greater, in their totality, than any benefits due you
absent the commitments being made by the Corporation in this letter),
you hereby irrevocably and unconditionally release, waive, and fully
and forever discharge all companies within the Manpower Group and their
past and current agents, servants, officers, directors, stockholders,
attorneys, and employees and their respective successors and assigns
(collectively, the "Manpower Released Parties") from and against any
and all claims, liabilities, obligations, covenants, rights, demands
and damages of any nature whatsoever, whether known or unknown,
anticipated or unanticipated, relating to or arising out of any
agreement, act, omission, occurrence, transaction or matter up to and
including the date you sign this letter confirming your
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agreement to its terms as provided below, including, without
limitation, any and all claims relating to or arising out of your
employment by the Manpower Group and also including any claim that
might arise regarding our agreement set forth above providing for your
continuation of full-time employment until February 28, 2002, your
reduction to part-time employment commencing March 1, 2002, and your
eventual termination of employment on February 28, 2003 or the later
Extended Terms Expiration Date, if any. This release of claims
includes, but is not limited to, any claims or remedies arising under
or affected by the Age Discrimination in Employment Act of 1967, as
amended, Title VII of the Civil Rights Act of 1964, as amended, the
Civil Rights Act of 1991, the Equal Pay Act, as amended, the Employee
Retirement Income Security Act, as amended, the Americans With
Disabilities Act, the Fair Labor Standards Act, as amended, the Family
and Medical Leave Act of 1993, the Wisconsin Fair Employment Act, as
amended, the Wisconsin Family and Medical Leave Act, or any other
local, state or federal laws, whether statutorily codified or not, or
any claim arising in contract or in tort. You agree to give up any
benefit conferred on you by any order or judgment issued in connection
with any proceeding filed against any of the Manpower Released Parties
regarding the matters released in this Subsection 15(a).
(b) Release of Claims by the Manpower Group. As further
consideration for the agreements being made by you as provided in this
letter, the Corporation, on behalf of all companies within the Manpower
Group, hereby irrevocably and unconditionally releases, waives, and
fully and forever discharges you and your successors and assigns
(collectively, "Your Released Parties") from and against any and all
claims, liabilities, obligations, covenants, rights, demands and
damages of any nature whatsoever, whether known or unknown, anticipated
or unanticipated, relating to or arising out of any agreement, act,
omission, occurrence, transaction or matter up to and including the
date you sign this letter confirming your agreement to its terms as
provided below.
(c) Scope of Release. Nothing in the waivers or releases set
forth in this letter shall be construed to constitute any release or
waiver by you of any rights or claims against the Corporation, or by
the Corporation against you, arising under this letter.
(d) Waiver of Reinstatement. You waive any and all rights to
reinstatement to full-time employment, and hereby agree not to reapply
for full-time employment with any company in the Manpower Group.
(e) Representations. You represent and warrant to the
Corporation that: (i) BY SIGNING THIS LETTER TO CONFIRM YOUR AGREEMENT,
YOU UNDERSTAND THAT YOU HEREBY WAIVE AND RELEASE ANY AND ALL RIGHTS AND
CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967,
AS AMENDED, ITS STATE LAW EQUIVALENT AND ALL OTHER CLAIMS AGAINST THE
CORPORATION ARISING UP TO AND INCLUDING THE DATE YOU SIGN THIS LETTER,
AND ANY CLAIM ARISING FROM YOUR RESIGNATION FROM FULL-TIME EMPLOYMENT,
(ii) you have executed this letter to confirm your agreement on the
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date set forth below your name on the signature page hereof, (iii) you
have carefully read this letter, you know and understand its contents,
you signed this letter freely and voluntarily, and you intend to be
bound by it, and (iv) you are not relying on any representations,
statements, or promises whatsoever of the Corporation or anyone else,
other than as set forth in this letter, as an inducement to execute
this letter.
(f) No Admission. Nothing in this letter shall be deemed an
admission by you or any company in the Manpower Group of liability or
wrongdoing of any nature.
16. Execution and Revocation Rights.
(a) Execution. You have the right to sign this letter,
confirming your agreement, any time within twenty-one (21) calendar
days following receipt of the letter.
(b) Revocation. Following the date you sign, you have the
right to revoke the agreement reflected by this letter at any time
within seven (7) calendar days of your signing it, not including the
date of your signing (the "Revocation Period"). Any notice of
revocation shall be deemed effective when it is deemed to have been
given as provided below. Our agreement as reflected by this letter will
not become effective or enforceable until the Revocation Period has
expired. If you give a notice of revocation during the Revocation
Period, this agreement reflected by this letter will be null and void,
all rights and claims of the parties which would have existed, but for
the execution of this letter, will be restored.
17. Support Services; Indemnity. The Corporation shall provide you
with all reasonably necessary equipment and support personnel including, without
limitation, a secretary, needed by you to perform the consulting services as
described in Subsection 2(a) hereof during the Consulting Period. You will
continue to be indemnified by the Corporation in connection with your prior
duties as an officer of the Corporation to the same extent that officers and
former officers are entitled to such indemnification.
18. Successors; Binding Agreement. This letter agreement will be
binding on any successor of the Corporation and will inure to the benefit of and
be enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If you
should die while any amount would still be payable to you or while any benefits
would still be due to you and/or your eligible dependents hereunder if you had
continued to live, all such amounts, unless otherwise provided herein, will be
paid in accordance with the terms of this letter to your estate.
19. Notices. Any notice required or permitted to be given or made
hereunder shall be sufficient if, and occur when, hand delivered, mailed postage
prepaid, sent by prepaid express or courier service or sent by facsimile
transmission and actually received, to the party to receive such notice at its
address set forth beneath its signature hereto or to such changed address as
such party shall designate by proper notice to the other.
20. Previous Agreement. This letter, upon acceptance by you,
expressly supersedes any and all previous agreements or understandings relating
to your employment by the Corporation or termination of employment, including,
but not limited to, your Employment-
9
Related Agreement, and all such agreements and understandings shall, as of March
1, 2002, have no further force and effect.
21. Severability. The invalidity or unenforceability of any
provision of this Agreement will not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect; provided, that this Section 21 shall not be interpreted to contemplate
any "blue-penciling" or reformation of the restrictions imposed under Sections
10 or 11 hereof.
22. 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.
23. Withholding. The amounts payable to you hereunder are stated
before deductions, if any, required to be made by the Corporation under
applicable law.
THIS LETTER WAIVES LEGAL CLAIMS AGAINST THE CORPORATION, INCLUDING
POTENTIAL AGE DISCRIMINATION AND OTHER CLAIMS. YOU ARE ADVISED TO CONSULT YOUR
OWN ATTORNEY PRIOR TO SIGNING THE DOCUMENT. YOU HAVE TWENTY-ONE (21) DAYS TO
SIGN THIS LETTER. YOU CAN REVOKE YOUR ACCEPTANCE AS PROVIDED IN THIS LETTER.
YOUR DECISION TO SIGN THIS LETTER MUST BE KNOWING AND VOLUNTARY.
Sincerely,
MANPOWER INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Address for Notice:
0000 Xxxxx Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: President
Agreed this 28th day of March, 2002.
/s/ Xxxxx X. Xxxxxxx
---------------------------------------
Xxxxx X. Xxxxxxx
Address for Notice:
000 Xxxx Xxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000
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EXHIBIT A
OPERATING UNITS
United States
Canada
Australia
Mexico
Argentina
Brazil
Columbia
Peru
Uruguay
Venezuela
South American Region
Caribbean Region
New Zealand
Japan
Far East Region
Costa Rica
El Salvador
Guatemala
Honduras
Panama
China
Hong Kong
India
Korea
Malaysia
Philippines
Singapore
Southeast Asia Region
Taiwan
Thailand
