1991 DIRECTORS STOCK OPTION PLAN
OF
MANPOWER INC.
(Amended and Restated Effective February 18, 1997)
PURPOSE OF THE PLAN
The purpose of the Plan is to attract and retain
superior Directors, to provide a stronger incentive for
such Directors to put forth maximum effort for the
continued success and growth of the Company and its
Subsidiaries, and in combination with these goals, to
encourage stock ownership in the Company by Directors.
1. DEFINITIONS
Unless the context otherwise requires, the
following terms shall have the meanings set forth
below:
(a) "Board of Directors" shall mean the entire
board of directors of the Company, consisting of both
Employee and non-Employee members.
(b) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(c) "Company" shall mean Manpower Inc., a
Wisconsin corporation.
(d) "Director" shall mean an individual who is a
non-Employee member of the Board of Directors of the
Company.
(e) "Disability" shall mean a physical or mental
incapacity which results in a Director's termination of
membership on the Board of Directors of the Company.
(f) "Effective Date" shall mean the date on and
as of which the Plan originally became effective, as
specified in Paragraph 11 hereof.
(g) "Employee" shall mean an individual who is a
full-time employee of the Company or a Subsidiary.
(h) An "Election Date" shall mean (i) in the case
of any Director who was a Director on the Effective
Date, November 5 of any year beginning with 1996, (ii)
in the case of any Director who was not a Director on
the Effective Date but who made an election under the
Plan prior to November 5, 1996, the day following the
last day of the period covered by such election and
thereafter November 5 of any year, and (iii) in the
case of any other Director, the date of the Director's
initial appointment to the Board of Directors and
thereafter November 5 of any year.
(i) An "Election Period" shall mean the period
beginning November 5, 1996, and ending November 4,
2001, or a subsequent period of five years beginning on
the day following the end of the prior Election Period.
(j) "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.
(k) "Market Price" shall mean the closing sale
price of a Share on the New York Stock Exchange as
reported in the Midwest Edition of The Wall Street
Journal, or such other market price as may be
determined in conformity with pertinent law and
regulations of the Treasury Department.
(l) "Nonstatutory Stock Option" shall mean an
option to purchase Shares which does not comply with
the provisions of Section 422 of the Code.
(m) "Option" shall mean a Nonstatutory Stock
Option granted under the Plan.
(n) "Option Agreement" shall mean the agreement
between the Company and a Director whereby an Option is
granted to such Director.
(o) "Plan" shall mean the 1991 Directors Stock
Option Plan of the Company, as amended from time to
time after its Effective Date.
(p) "Share" shall mean a share of the $0.01 par
value common stock of the Company.
(q) "Subsidiary" shall mean a subsidiary
corporation of the Company as defined in Section 424(f)
of the Code.
(r) "Triggering Event" shall mean the first to
occur of any of the following:
(1) the acquisition (other than from the
Company), by any person, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act), directly or indirectly, of
beneficial ownership (within the meaning of
Exchange Act Rule 13d-3) of 20% or more of the
then outstanding shares of common stock of the
Company or voting securities representing 20% 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 Triggering Event shall be
deemed to have occurred as a result of an
acquisition of shares of common stock or voting
securities of the Company (i) 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 (ii) 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) 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
(3) any liquidation or dissolution of the
Company or the sale or other disposition of all or
substantially all of the assets of the Company; or
(4) individuals who, as of the Effective
Date of this Plan, 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 the Effective Date of this
Plan 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) the Company shall enter into any
agreement (whether or not conditioned on
shareholder approval) providing for or
contemplating, or the Board of Directors of the
Company shall approve and recommend that the
shareholders of the Company accept, or approve or
adopt, or the shareholders of the Company shall
approve, any acquisition that would be a
Triggering Event under clause (1), above, or a
merger or consolidation that would be a Triggering
Event under clause (2), above, or a liquidation or
dissolution of the Company or the sale or other
disposition of all or substantially all of the
assets of the Company; or
(6) 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.
Following the occurrence of an event which is not a
Triggering Event whereby there is a successor holding
company to the Company, or, if there is no such
successor, whereby the Company is not the surviving
corporation in a merger or consolidation, the surviving
corporation or successor holding company (as the case
may be), for purposes of this definition, shall
thereafter be referred to as the Company.
Words importing the singular shall include the
plural and vice versa and words importing the masculine
shall include the feminine.
2. SHARES RESERVED UNDER PLAN
The aggregate number of Shares which may be issued
or sold under the Plan and which are subject to
outstanding Options at any time shall not exceed
800,000 Shares, which may be treasury Shares or
authorized but unissued Shares, or a combination of the
two, subject to adjustment as provided in Paragraph 8
hereof. Any Shares subject to an Option which expires
or terminates for any reason (whether by voluntary
surrender, lapse of time or otherwise) and is
unexercised as to such Shares may again be the subject
of an Option under the Plan subject to the limits set
forth above. A Director shall be entitled to the
rights and privileges of ownership with respect to the
Shares subject to the Option only after actual purchase
and issuance of such Shares pursuant to exercise of all
or part of an Option.
3. PARTICIPATION; NUMBER OF OPTION SHARES GRANTED
Only Directors shall be eligible to receive
Options under the Plan. A Director may elect to
receive, in lieu of all cash compensation to which he
or she would otherwise be entitled as a Director (other
than reimbursement for expenses), an Option granted in
accordance with the following. The election shall
cover a period of whole years (except as provided
below) determined by the Director at the time of
election beginning on any Election Date as of which no
prior election is in effect under the Plan (or the
Deferred Stock Plan of the Company) and ending no later
than the expiration of the then current Election
Period. If the Election Date is other than November 5
of any year, the first year covered by an election
shall be a partial year beginning on the Election Date
and ending on the next succeeding November 4, and the
number of shares covered by the Option for this first
partial year shall be prorated based on the ratio of
the number of days in such partial year to 365. The
election to receive an Option in lieu of cash compensa
tion must be made on or before the commencement of the
period covered by the election. Notwithstanding the
foregoing, no Director who is a resident of the United
Kingdom shall be eligible to make an election hereunder
but rather shall be required to receive an Option in
lieu of cash compensation and, as such, treated as if
he or she had made an election covering a period of
five years effective beginning on each Election Date as
of which no prior election is in effect. The Option
will be for the following number of shares, subject to
adjustment pursuant to Paragraph 8 hereof:
Years of Cash Shares Covered
Compensation Waived by Option
5 50,000
4 40,000
3 30,000
2 20,000
1 10,000
Said election shall be in writing and delivered to
the Secretary of the Company. The date of grant of the
Option shall be the date on which the period covered by
the election begins. A Director who has been granted
an Option under the Plan may be granted additional
Options under the Plan. The Company shall effect the
granting of Options under the Plan by the execution of
Option Agreements.
4. OPTIONS: GENERAL PROVISIONS
(a) Option Exercise Price. The per share
purchase price of the Shares under each Option granted
pursuant to this Plan shall be equal to one hundred
percent (100%) of the fair market value per Share on
the date of grant of such Option. The fair market
value per Share on the date of grant shall be the
Market Price for the business day immediately preceding
the date of grant of such Option.
(b) Exercise Period.
(1) An Option shall not initially be
exercisable. On November 5 of each year following
the date of grant of an Option, the Option shall
become exercisable as to a number of shares equal
to that number attributable to a period of one
year under the Option. Notwithstanding the
foregoing sentence, if an election covers a
partial year as provided in Paragraph 3, above,
then with respect to the number of shares
attributable to that partial year the Option shall
become exercisable on the later of the November 5
following the date of grant or the day that is six
months after the date of grant, and thereafter the
foregoing sentence shall apply to the Option.
(2) Upon termination of a Director's tenure
as a Director, any portion of an Option which has
not become exercisable shall lapse except as
follows:
(A) The Option shall become immediately
exercisable as to a prorated number of Shares
based on the time served during the one-year
period (or partial-year period, if
applicable) indicated in Paragraph 4(b)(1),
above, in which termination occurs.
(B) Upon the death or Disability of a
Director, each Option of such Director shall
become immediately exercisable as to 100% of
the Shares covered thereby.
(3) Upon the occurrence of a Triggering
Event, each Option outstanding under this Plan
shall become immediately exercisable as to 100% of
the Shares covered thereby.
(4) Once any portion of an Option becomes
exercisable, it shall remain exercisable for the
greater of five years after the date of grant or
two years after the date such portion becomes
exercisable.
(c) Payment of Exercise Price. The purchase or
exercise price shall be payable in whole or in part in
cash or Shares; and such price shall be paid in full at
the time that an Option is exercised. If a Director
elects to pay all or a part of the purchase or exercise
price in Shares, such Director shall make such payment
by delivering to the Company a number of Shares already
owned by the Director equal in value to the purchase or
exercise price. All Shares so delivered shall be
valued at their Market Price on the business day
immediately preceding the day on which such Shares are
delivered.
5. TRANSFERABILITY
(a) Restrictions on Transferability. Except as
otherwise provided in this Paragraph 5, an Option
granted to a Director under this Plan shall be not
transferable or subjected to execution, attachment or
similar process, and during the lifetime of the
Director shall be exercisable only by the Director.
(b) Transfer upon Death. A Director shall have
the right to transfer the Option upon such Director's
death, either pursuant to a beneficiary designation
described below or, if the Director dies without a
surviving designated beneficiary, by the terms of such
Director's will or under the laws of descent and
distribution, and all such transferees shall be subject
to all terms and conditions of this Plan to the same
extent as would the Director, except as otherwise
expressly provided herein. Upon the death of a
Director, each Option of such Director shall be
exercisable (1) by the deceased Director's designated
beneficiary (such designation to be made in writing at
such time and in such manner as the Company shall
approve or prescribe), or (2) if the deceased Director
dies without a surviving designated beneficiary, by the
personal representative, administrator, or other
representative of the estate of the deceased Director,
or by the person or persons to whom the deceased
Director's rights under such Option shall pass by will
or the laws of descent and distribution. A Director
who has so designated a beneficiary may change such
designation at any time by giving written notice to the
Company.
(c) Certain Transfers Permitted. A Director
shall have the right to transfer all or part of an
Option during his or her lifetime to members of the
Director's immediate family, to trusts for the benefit
of such immediate family members, and to partnerships
in which the Director or such family members are the
only partners. For purposes of the preceding sentence,
"immediate family" shall mean a Director's children,
grandchildren, and spouse. Upon such a transfer, the
Option (or portion of the Option) thereafter shall be
exercisable by the transferee to the extent and on the
terms it would have been exercisable by the
transferring Director.
6. EXERCISE
An Option shall be exercisable by a Director's
giving written notice of exercise to the Secretary of
the Company specifying the number of Shares to be
purchased accompanied by payment in full of the
required exercise price. The Company shall have the
right to delay the issue or delivery of any Shares
under the Plan until (a) the completion of such
registration or qualification of such Shares under any
federal or state law, ruling or regulation as the
Company shall determine to be necessary or advisable,
and (b) receipt from the Director of such documents and
information as the Company may deem necessary or
appropriate in connection with such registration or
qualification.
7. SECURITIES LAWS
Each Option Agreement shall contain such
representations, warranties and other terms and
conditions as shall be necessary in the opinion of
counsel to the Company to comply with all applicable
federal and state securities laws.
8. ADJUSTMENT PROVISIONS
(a) Adjustment Based On Changes in the Market
Price of Shares. For any Option having a date of grant
after November 5, 1996, each of the numbers in the
schedule in Paragraph 3 hereof under "Shares Covered by
Option" shall be adjusted, in accordance with the
following formula, to equal the value of X, where
X = Number Shown in Schedule x $28.00
Market Price of Shares on the Date of Grant
(b) Adjustment for Stock Dividends, Split-Ups,
Etc. In the event of any stock dividend, split-up,
recapitalization, merger, consolidation, combination or
exchange of shares, or the like, as a result of which
shares of any class shall be issued in respect of the
outstanding Shares, or the Shares shall be changed into
the same or a different number of the same or another
class of stock, or into securities of another person,
cash or other property (not including a regular cash
dividend), the total number of Shares authorized to be
offered in accordance with Paragraph 2, the number of
Shares subject to each outstanding Option, the exercise
price applicable to each such Option, and/or the
consideration to be received upon exercise of each such
Option shall be adjusted.
9. TIME OF GRANTING
Nothing contained in the Plan or in any resolution
adopted or to be adopted by the Board of Directors or
the shareholders of the Company shall constitute the
granting of any Option hereunder. The granting of an
Option pursuant to the Plan shall take place only when
a written Option Agreement shall have been duly
executed by and on behalf of the Company.
10. TAXES
The Company shall be entitled to pay or withhold
the amount of any tax which it believes is required as
a result of the exercise of any Option under the Plan,
and the Company may defer making delivery with respect
to Shares obtained pursuant to exercise of any Option
until arrangements satisfactory to it have been made
with respect to any such withholding obligations. If a
withholding obligation should arise, a Director
exercising an Option may, at his election, provided
applicable laws and regulations are complied with,
satisfy his obligation for payment of withholding taxes
either by having the Company retain a number of Shares
having an aggregate Market Price on the date the Shares
are withheld equal to the amount of the withholding tax
or by delivering to the Company Shares already owned by
the Director having an aggregate Market Price on the
business day immediately preceding the day on which
such Shares are delivered equal to the amount of the
withholding tax.
11. EFFECTIVENESS OF THE PLAN
The Plan originally became effective on and as of
October 2, 1991, subject to shareholder approval. The
shareholders of the Company approved the Plan on
April 20, 1992. The Plan was amended and restated on
November 5, 1996 and February 18, 1997.
12. TERMINATION AND AMENDMENT
The Board of Directors of the Company may
terminate the Plan or make such modifications or
amendments thereof as it shall deem advisable,
including, but not limited to, such modifications or
amendments as it shall deem advisable in order to
conform to any law or regulation applicable thereto;
provided, however, that the Board of Directors may not
amend the Plan more frequently than once every six
months (except as to comport with changes in the Code)
and may not, unless otherwise permitted under federal
law, without further approval of the holders of a
majority of the Shares voted at any meeting of
shareholders at which a quorum is present and voting,
adopt any amendment to the Plan for which shareholder
approval is required under tax, securities or any other
applicable law, including, but not limited to, any
amendment to the Plan which would cause the Plan to no
longer comply with Rule 16b-3 of the Exchange Act or
any successor rule or other regulatory requirements.
No termination, modification or amendment of the Plan
may, without the consent of a Director, adversely
affect the rights of such Director under an outstanding
Option then held by the Director.
13. TENURE
The grant of an Option pursuant to the Plan is no
guarantee that a Director will be renominated,
reelected or reappointed as a Director; and nothing in
the Plan shall be construed as conferring upon a
Director the right to continue to be associated with
the Company as a Director or otherwise.