Manpower Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
April 26, 1999
▇▇▇▇▇▇ Management Company:
This letter will confirm our agreement with
respect to the advisory services to be provided by ▇▇.
▇▇▇▇ ▇. ▇▇▇▇▇▇ to Manpower Inc. (the "Corporation"):
1. The Corporation is retaining ▇▇. ▇▇▇▇▇▇,
through ▇▇▇▇▇▇ Management Company ("▇▇▇▇▇▇"), to
provide such advice and assistance respecting the
affairs and activities of the Corporation and its
direct or indirect subsidiaries (the "Manpower
Group") as the senior executive officers of the
Corporation may reasonably request from time to
time, including without limitation, advice on
investor relations matters, conceptual strategic
planning matters, long-term growth planning and
compensation issues. We understand that these
services will be rendered on an irregular, part-
time basis at such times as are mutually agreed
upon by ▇▇. ▇▇▇▇▇▇ and the Corporation.
2. This advisory relationship will begin on
the date of this letter and will continue until
April 30, 2001, subject to extension by our mutual
agreement, unless sooner terminated as provided
below (the "Advisory Period").
3. In consideration for ▇▇. ▇▇▇▇▇▇'▇
services:
(a) The Corporation is granting to ▇▇.
▇▇▇▇▇▇ an option to purchase 175,000 shares
of the Corporation's common stock
contemporaneously with the execution and
delivery of this letter agreement.
(b) During the Advisory Period, the
Corporation will pay ▇▇▇▇▇▇ a fee at the rate
of $500,000 per year, payable in equal
monthly installments on the first day of each
month beginning May 1, 1999.
4. The Corporation will reimburse ▇▇▇▇▇▇ for
all reasonable out-of-pocket expenses incurred by
▇▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇ in the course of performing
his services
during the Advisory Period, subject
to your compliance with the guidelines of the
Corporation concerning expense reimbursement.
5. The Advisory Period will terminate early as
follows:
(a) The Advisory Period will terminate
upon ▇▇. ▇▇▇▇▇▇'▇ death.
(b) If ▇▇. ▇▇▇▇▇▇ becomes physically or
mentally disabled so as to become unable, for
a total of one hundred eighty days within any
one year period during the Advisory Period,
to perform his duties hereunder when
requested, the Corporation may, at its
option, terminate the Advisory Period.
(c) The Corporation may terminate the
Advisory Period for "Cause." As used in this
letter, "Cause" will mean (i) ▇▇. ▇▇▇▇▇▇'▇
willful engaging in conduct which is
demonstrably and materially injurious to the
Manpower Group, monetarily or otherwise, (ii)
any dishonest or fraudulent conduct which
results or is intended to result in gain to
▇▇. ▇▇▇▇▇▇ or his personal enrichment at the
expense of the Manpower Group, or (iii) ▇▇.
▇▇▇▇▇▇'▇ 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 his ability substantially to perform
his duties under this letter agreement.
(d) You may terminate the Advisory
Period at any time by delivering notice to
the Corporation of your election to
terminate.
4. ▇▇. ▇▇▇▇▇▇ will at all times remain an independent
contractor and nothing in our arrangement will create
an employment relationship between ▇▇. ▇▇▇▇▇▇ and the
Corporation. Accordingly, the Corporation will not
have the right to control or direct the details and
means by which ▇▇. ▇▇▇▇▇▇ accomplishes his advisory
services.
5. Our agreement as confirmed by this letter will be
governed by and construed in accordance with the
internal laws of Wisconsin, without regard to
principles of conflicts of law.
If the foregoing conforms with your understanding
of our agreement, would you kindly indicate your
acceptance by signing the enclosed copy of this letter
in the space provided below and returning it to the
Corporation.
Yours very truly,
MANPOWER INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Accepted and agreed to the 26th day
of April, 1999.
▇▇▇▇▇▇ MANAGEMENT COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
