Exhibit 10.1
ManpowerGroup Inc.
EXECUTIVE OFFICER PERFORMANCE SHARE UNIT AGREEMENT
This Performance Share Unit Agreement (this “Agreement”) is executed as of _____________ by and between ManpowerGroup Inc., a Wisconsin corporation (the “Corporation”), and _____________ (the “Employee”).
W I T N E S S E T H:
WHEREAS the Board of Directors of the Corporation has established the 2011 Equity Incentive Plan (the “Plan”) with the approval of the shareholders of the Corporation; and
WHEREAS, the Employee has been granted Performance Share Units under the Plan subject to the terms provided in this Agreement and the Plan.
NOW, THEREFORE, the Corporation and the Employee hereby agree as follows:
a. Initial Calculation of Performance Share Units Earned
Average EBITAMP for the Performance Period Initial Performance Share Units
Earned
Threshold EBITAMP (_____) 0% of Target Grant
Target EBITAMP (____) 100% of Target Grant
Outstanding EBITAMP (_____) 200% of Target Grant
If actual EBITAMP for the Performance Period is at or below Threshold EBITAMP specified above, no Performance Share Units will be earned, and if actual EBITAMP for the Performance Period exceeds Outstanding EBITAMP specified above, the number of Performance Share Units earned will equal the number earned for Outstanding EBITAMP. Actual EBITAMP for the Performance Period between Threshold EBITAMP and Target EBITAMP, or between Target EBITAMP and Outstanding EBITAMP shall result in a number of Performance Share Units
1
Exhibit 10.1
earned determined on a linear basis between. Notwithstanding the foregoing, if the EBITA Dollar Gate of $______ is not achieved during the Performance Period, the maximum number of Performance Share Units that can be earned will not exceed the Target Grant.
b. Adjustment of Performance Share Units Earned
If any Performance Share Units are earned pursuant to Section 2(a) above, the number of Performance Share Units earned shall be adjusted negatively or positively based on the Corporation’s Actual TSR against the total shareholder return for the rTSR Peer Group for the Performance Period, as determined pursuant to the TSR Calculation Methodology, as follows:
The Committee shall use its reasonable discretion in determining the adjustment pursuant to this Section 2(b) and the Committee’s determination of where the Actual TSR falls relative to the total shareholder return for the rTSR Peer Group and the application of the modifier described in this Section 2(b) shall be adjusted in the event of any material non-recurring or unique event or circumstance that the Committee deems is appropriate, in such manner it determines is appropriate. Notwithstanding the foregoing, no such adjustment shall (i) reduce the number of Performance Share Units earned below the number of Performance Share Units earned in Section 2(a) above for achieving Threshold EBITAMP, (ii) increase the number of Performance Share Units earned in excess of the number of Performance Share Units earned in Section 2(a) above for achieving Outstanding EBITAMP, or (iii) increase the number of Performance Share
2
Exhibit 10.1
Units earned above the number of Performance Share Units earned for achieving Target EBITAMP if the EBITA Dollar Gate of $______ is not achieved during the Performance Period. Notwithstanding anything herein to the contrary, the Committee retains the discretion to decrease the number of Performance Share Units earned under this Award by any amount.
3
Exhibit 10.1
4
Exhibit 10.1
5
Exhibit 10.1
______________ | ______________ |
______________ | ______________ |
______________ | ______________ |
______________ | ______________ |
______________ | ______________ |
______________ | ______________ |
______________ | ______________ |
______________ |
|
6
Exhibit 10.1
7
Exhibit 10.1
Notwithstanding the provisions above, Good Reason does not exist unless (i) Employee objects to any material diminution or breach described above by written notice to the Corporation within twenty (20) business days after such diminution or breach occurs, (ii) the Corporation fails to cure such diminution or breach within thirty (30) days after such notice is given and (iii) Employee’s employment with the ManpowerGroup is terminated by Employee within ninety (90) days after such diminution or breach occurs.
8
Exhibit 10.1
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed as of the date and year first above written.
ManpowerGroup Inc.
By:
The undersigned Employee hereby accepts the foregoing grant of Performance Share Units and agrees to the several terms and conditions hereof and of the Plan.
[Insert Employee] Employee
9