Manpower Inc. Milwaukee, Wisconsin 53217 December 16, 2005
Exhibit 10.13b
Manpower Inc.
0000 Xxxxx Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000
December 16, 2005
Mr. Xxxxx Xxxxxxx:
We have agreed as follows with respect to the compensation to be paid and the other benefits to be provided to you in connection with your employment relocation by Manpower Inc. (the “Corporation”):
1. Position. In connection with your relocation by the Corporation, your employment during the Term will be with the Corporation as Executive Vice President, United States and Canadian Operations (“EVP U.S. & Canada”). As EVP U.S. & Canada, you will perform such duties as may be assigned to you from time to time, and as may be consistent with the position of EVP U.S. & Canada, as determined by the Corporation’s Chief Executive Officer. You agree to devote your best efforts and full business time to the performance of the duties assigned to you. Your base of operations for the performance of your duties to the Corporation will be Milwaukee, Wisconsin.
2. Term. The “Term” will be a period beginning on January 1, 2006 and ending approximately three years from such date; or, if earlier, the date you are either relocated by the Corporation or your employment with the Corporation is terminated. You shall remain an at will employee of the Corporation during the Term.
3. Benefits. During the Term, to the extent permitted by law, the Corporation will provide you with, and you will be eligible for, all benefits of employment generally made available to senior executives of the Corporation from time to time (collectively, the “Benefit Plans”), subject to and on a basis consistent with the terms, conditions and overall administration of such Benefit Plans. You will be considered for participation in Benefit Plans which by the terms thereof are discretionary in nature (such as stock option plans) on the same basis as other senior executives of the Corporation. You also will be entitled to vacations and perquisites during the Term in accordance with the Corporation’s policies as in effect from time to time for senior executives of the Corporation.
4. Automobile. During the Term and for a reasonable time period prior to commencement of the Term, you shall be eligible to participate in the Corporation’s automobile program on the same basis as other senior executives of the Corporation.
5. Housing. During the Term and for the months of November and December in the 2005 calendar year, the Corporation will pay you $6,086 per month to cover your housing expenses in the Milwaukee area.
6. Tuition. The Corporation will pay the tuition cost you incur during the Term for your two school-aged children at the University School of Milwaukee.
7. Tax Preparation. Your income tax returns for any year or partial year included during the Term for income earned during the Term, as well as for the year immediately prior to the Term for any benefits or reimbursements provided to you under this agreement, shall be prepared by a nationally recognized accounting firm of the Corporation’s choice, and the Corporation agrees to pay the fees charged by such firm to prepare such tax returns.
8. Moving Expenses. The Corporation shall provide you or reimburse you for any reasonable out-of pocket costs you and your family incur for packing, transporting and unpacking your household goods in connection with your move from Italy to Milwaukee. In addition, the Corporation shall provide you or reimburse you for any additional reasonable out-of-pocket costs you and your family incur for relocation services for your move from Italy to Milwaukee in an amount up to Twenty-Five Thousand Dollars ($25,000.00).
9. Return Visits. During the Term, the Corporation will reimburse you for the cost of one round-trip business class airline ticket for each year during the Term for you and each member of your immediate family to return to Europe.
10. Tax Equalization. The Corporation will reimburse you for the total United States (state and federal) and foreign taxes incurred by you as a result of receiving payments of your base salary and any incentive bonuses earned during the Term, as well as payments pursuant to paragraph 3 above, in excess of the total UK and Italian (local and federal) taxes you would have incurred as a result of receiving such payments if your current tax residency status had not changed, assuming the same allocations of your time were made as in the year prior to the Term. As noted, the Corporation’s obligation to reimburse you for such excess taxes relates only to items of income and benefits you receive from the Corporation for services rendered to the Corporation. The Corporation’s obligation to reimburse you for excess taxes shall not apply to any severance payments under the letter agreement to be entered into between you and the Corporation or any successor agreement thereto. In addition, the Corporation will reimburse you for all United States (state and federal) and foreign taxes incurred by you as a result of receiving the benefits described in paragraphs 4 through 9, above. These reimbursements will be grossed-up so that the net amount received by you, after subtraction of all taxes applicable to the reimbursement plus the gross-up amount, will equal the reimbursement amount. The amounts to be reimbursed under this paragraph will be determined by a nationally recognized accounting
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firm selected by the Corporation, whose determination will be binding on both parties. Payments of these tax reimbursements shall be made in accordance with the provisions of Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended from time to time. You agree to take such reasonable steps and make such elections as the Corporation may request in order to reduce the Corporation’s obligations under this paragraph provided, however, that if such elections are expected to impact tax years subsequent to the end of the Term, you will not be required to do so unless you consent to such actions, which consent shall not be unreasonably withheld.
11. Successors; Binding Agreement. This letter agreement will be binding on the Corporation and its successors and will inure to the benefit of and be enforceable by your personal or legal representatives, heirs and successors.
12. Notice. Notices and all other communications provided for in this letter will be in writing and will be deemed to have been duly given when delivered in person, sent by telecopy, or mailed by United States registered or certified mail, return receipt requested, postage prepaid, and properly addressed to the other party. All notices to the Corporation shall be to the Corporation’s United States headquarters and should be addressed to Xxxxxxx X. Xxxxx, General Counsel.
13. No Right to Remain Employed. Nothing contained in this letter will be construed as conferring upon you any right to remain employed by the Corporation or any member of the Manpower Group or affect the right of the Corporation or any member of the Manpower Group to terminate your employment at any time for any reason or no reason, subject to the obligations of the Corporation and the Manpower Group as set forth herein. It is expressly understood that your employment with the Corporation is employment that is terminable at will by notice from the Corporation.
14. 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.
15. Withholding. The Corporation shall be entitled to withhold from amounts to be paid to you hereunder any United States or foreign federal, state, or local withholding or other taxes or charges which it is, from time to time, required to withhold under applicable law.
16. Choice of Law. This Agreement shall be governed by the internal laws of the State of Wisconsin, without regard to the conflict of laws.
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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.
| Sincerely, | ||||||
| MANPOWER INC. | ||||||
| By: | /s/ Xxxx Xxxx | |||||
| Agreed as of the 16th day of December, 2005. | ||||||
| /s/ Xxxxx Xxxxxxx |
||||||
| Xxxxx Xxxxxxx | ||||||
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