Exhibit 10.19(c)
Manpower Inc.
0000 Xxxxx Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000
October 29, 2002
Xx. Xxxxxxx X. Xxx Xxxxxx:
Please refer to our letter agreement dated and accepted by you February
19, 2002 (the "Prior Agreement") regarding payments and benefits due to you upon
your termination of employment. The capitalized terms used below which are not
otherwise defined in this letter will have the meanings assigned to them in the
Prior Agreement. We have agreed to amend the Prior Agreement as follows:
(1) Subsection 1(b) of the Prior Agreement is amended to read as follows:
"(b) Change of Control. A "Change of Control" shall mean the first
to occur of any of the following:
(i) the acquisition (other than from the Corporation), by any
Person (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange
Act), directly or indirectly, of beneficial ownership (within the
meaning of Exchange Act Rule 13d-3) of 50% or more of the then
outstanding shares of common stock of the Corporation or voting
securities representing 50% or more of the combined voting power of
the Corporation's then outstanding voting securities entitled to
vote generally in the election of directors; provided, however, no
Change of Control shall be deemed to have occurred as a result of an
acquisition of shares of common stock or voting securities of the
Corporation (A) by the Corporation, any of its subsidiaries, or any
employee benefit plan (or related trust) sponsored or maintained by
the Corporation or any of its subsidiaries or (B) by any other
corporation or other entity with respect to which, following such
acquisition, more than 60% of the outstanding shares of the common
stock, and voting securities representing more than 60% of the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, of such
other corporation or entity are then beneficially owned, directly or
indirectly, by the persons who were the Corporation's shareholders
immediately prior to such acquisition in substantially the same
proportions as their ownership, immediately prior to such
acquisition, of the Corporation's then outstanding common stock or
then outstanding voting securities, as the case may be; or
(ii) the consummation of any merger or consolidation of the
Corporation with any other corporation, other than a merger or
consolidation which results in more than 60% of the outstanding
shares of the common stock, and voting
Xx. Xxxxxxx X. Xxx Xxxxxx
October 29, 2002
Page 2
securities representing more than 60% of the combined voting power
of the then outstanding voting securities entitled to vote generally
in the election of directors, of the surviving or consolidated
corporation being then beneficially owned, directly or indirectly,
by the persons who were the Corporation's shareholders immediately
prior to such acquisition in substantially the same proportions as
their ownership, immediately prior to such acquisition, of the
Corporation's then outstanding common stock or then outstanding
voting securities, as the case may be; or
(iii) the consummation of any liquidation or dissolution of
the Corporation or a sale or other disposition of all or
substantially all of the assets of the Corporation; or
(iv) individuals who, as of the date this letter, constitute
the Board of Directors of the Corporation (as of such date, the
"Incumbent Board") cease for any reason to constitute at least a
majority of such Board; provided, however, that any person becoming
a director subsequent to the date of this letter whose election, or
nomination for election by the shareholders of the Corporation, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be, for purposes of this
letter, considered as though such person were a member of the
Incumbent Board but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual
or threatened election contest which was (or, if threatened, would
have been) subject to Exchange Act Rule 14a-11; or
(v) whether or not conditioned on shareholder approval, the
issuance by the Corporation of common stock of the Corporation
representing a majority of the outstanding common stock, or voting
securities representing a majority of the combined voting power of
the outstanding voting securities of the Corporation entitled to
vote generally in the election of directors, after giving effect to
such transaction.
(2) A new Subsection 1(i) is added to read as follows:
"(i) Protected Period. The "Protected Period" shall be a period of
time determined in accordance with the following:
(i) if a Change of Control is triggered by an acquisition of
shares of common stock of the Corporation pursuant to a tender
offer, the Protected Period shall commence on the date of the
initial tender offer and shall continue through and including the
date of the Change of Control, provided that in no case will the
Protected Period commence earlier than the date that is six months
prior to the Change of Control;
Xx. Xxxxxxx X. Xxx Xxxxxx
October 29, 2002
Page 3
(ii) if a Change of Control is triggered by merger or
consolidation of the Corporation with any other corporation, the
Protected Period shall commence on the date that serious and
substantial discussions first take place to effect the merger or
consolidation and shall continue through and including the date of
the Change of Control, provided that in no case will the Protected
Period commence earlier than the date that is six months prior to
the Change of Control; and
(iii) in the case of any Change of Control not described in
clauses (i) or (ii), above, the Protected Period shall commence on
the date that is six months prior to the Change of Control and shall
continue through and including the date of the Change of Control."
(3) The portion of the sentence preceding the colon in Subsection 2(c)(i)
is amended to read as follows:
"(i) If, during the Term and either during a Protected Period or
within two years after the occurrence of a Change of Control, your
employment with the Manpower Group is terminated for any reason not
specified in Subsection 2(a) or (b), above, you will be entitled to the
following:"
(4) Except as modified by this letter, the Prior Agreement will remain in
full force and effect.
This letter also will confirm our agreement that the Manpower Inc. 2002
Corporate Senior Management Incentive Plan, in which you are a participant, is
amended as described in the schedule attached to this letter.
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.
MANPOWER INC.
By:/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxx,
President and Chief Executive Officer
Agreed as of the 29th
day of October, 2002.
/s/ Xxxxxxx X. Xxx Xxxxxx
-------------------------
Xxxxxxx X. Xxx Xxxxxx
Xx. Xxxxxxx X. Xxx Xxxxxx
October 29, 2002
Page 4
AMENDMENT
OF
MANPOWER INC. 2002 CORPORATE SENIOR MANAGEMENT INCENTIVE PLAN
Subsection 3(c) of Article I is amended to read as follows:
"(c) Change of Control - will mean the first to occur of the following:
(1) the acquisition (other than from the Company), by any
Person (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange
Act), directly or indirectly, of beneficial ownership (within the
meaning of Exchange Act Rule 13d-3) of 50% or more of the then
outstanding shares of common stock of the Company or voting
securities representing 50% or more of the combined voting power of
the Company's then outstanding voting securities entitled to vote
generally in the election of directors; provided, however, no Change
of Control shall be deemed to have occurred as a result of an
acquisition of shares of common stock or voting securities of the
Company (A) by the Company, any of its subsidiaries, or any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any of its subsidiaries or (B) by any other corporation
or other entity with respect to which, following such acquisition,
more than 60% of the outstanding shares of the common stock, and
voting securities representing more than 60% of the combined voting
power of the then outstanding voting securities entitled to vote
generally in the election of directors, of such other corporation or
entity are then beneficially owned, directly or indirectly, by the
persons who were the Company's shareholders immediately prior to
such acquisition in substantially the same proportions as their
ownership, immediately prior to such acquisition, of the Company's
then outstanding common stock or then outstanding voting securities,
as the case may be; or
(2) the consummation of any merger or consolidation of the
Company with any other corporation, other than a merger or
consolidation which results in more than 60% of the outstanding
shares of the common stock, and voting securities representing more
than 60% of the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors,
of the surviving or consolidated corporation being then beneficially
owned, directly or indirectly, by the persons who were the Company's
shareholders immediately prior to such acquisition in substantially
the same proportions as their ownership, immediately prior to such
acquisition, of the Company's then outstanding common stock or then
outstanding voting securities, as the case may be; or
Xx. Xxxxxxx X. Xxx Xxxxxx
October 29, 2002
Page 5
(3) the consummation of any liquidation or dissolution of the
Company or a sale or other disposition of all or substantially all
of the assets of the Company; or
(4) individuals who, as of January 1, 2002, constitute the
Board of Directors of the Company (as of such date, the "Incumbent
Board") cease for any reason to constitute at least a majority of
such Board; provided, however, that any person becoming a director
subsequent to such date whose election, or nomination for election
by the shareholders of the Company, was approved by a vote of at
least a majority of the directors then comprising the Incumbent
Board shall be, for purposes of this Plan, considered as though such
person were a member of the Incumbent Board but excluding, for this
purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest which
was (or, if threatened, would have been) subject to Exchange Act
Rule 14a-11; or
(5) whether or not conditioned on shareholder approval, the
issuance by the Company of common stock of the Company representing
a majority of the outstanding common stock, or voting securities
representing a majority of the combined voting power of the
outstanding voting securities of the Company entitled to vote
generally in the election of directors, after giving effect to such
transaction."
