MANPOWER INC.
5301 NORTH IRONWOOD ROAD
MILWAUKEE, WISCONSIN 53217
July 6, 1998
Mr. Jon F. Chait:
This letter will confirm our agreement with respect
to the terms of your separation of employment from
Manpower Inc. (the "Corporation"). We have agreed as
follows:
1. Resignations. By executing this letter,
you resign as Executive Vice President and Secretary
and Chief Financial Officer of the Corporation,
effective immediately. In that regard, your employment
agreement dated August 3, 1991, as amended (the
"Employment Agreement"), is hereby terminated in its
entirety and no longer of any force or effect. In
addition, you hereby resign, effective immediately, as
a director of the Corporation and as a director and/or
officer of each subsidiary and affiliate of the
Corporation for which you currently serve as a director
and/or officer.
2. Press Release; No Disparaging Remarks.
The Corporation will issue as soon as possible after
the execution of this letter a press release in the
form of Exhibit A attached hereto (the "Press Release")
with respect to your resignation. Any public
statements by you, the Corporation or any of its
directors, officers, employees or spokesmen concerning
your resignation or the circumstances surrounding it
are to be limited to statements that substantially
conform to the information set out in the Press
Release. Notwithstanding the foregoing, from and after
the date hereof, you will not make any statements or
remarks, directly or indirectly, to any persons of a
disparaging nature with respect to any of the
Corporation, its subsidiaries and/or its affiliates,
any of their business or operations, or any of their
directors, officers, employees, agents or customers,
except as required by legal process. Likewise, the
Corporation agrees to not make, and that none of its
directors, officers, or spokesmen will make, any
statements or remarks, directly or indirectly, to any
persons of a disparaging nature with respect to you,
except as required by legal process.
3. Consideration. In consideration of your
agreements made in this letter, and in full settlement
of your rights under the Employment Agreement, the
Corporation will provide the following benefits to you:
(a) The Corporation will pay to a
Godfrey & Kahn, S.C. trust account, promptly upon
execution hereof, One Million Six Hundred Eighty-
two Thousand Dollars ($1,682,000 ). The payment
will be released from the trust account and paid
to a bank account designated in writing by you
(subject to any obligations under paragraph 5(a),
below) upon the earlier of (i) the date on which
you notify the Corporation in writing that your
status has changed so that you are no longer
subject to income taxation in Belgium, and (ii)
the date on which Arthur Andersen LLP notifies the
Corporation in writing of its determination that
the payment can be made to you without being
subject to income taxation in Belgium.
(b) The Corporation will pay to you
your base compensation through the date hereof.
The Corporation also will pay to you, promptly
after the date hereof, Two Hundred Sixty-four
Thousand Dollars ($264,000), representing your
estimated prorated incentive bonus for the 1998
fiscal year of the Corporation.
(c) The Corporation will continue for a
period of one (1) year after the date hereof to
provide you with coverage under the group life,
health, and similar benefit plans and arrangements
that are being provided to you and/or your family
by the Corporation as of the date of this letter
and are not discretionary in nature, subject to
and on a basis consistent with the current terms,
conditions and overall administration of such
plans and arrangements, or with other plans or
arrangements providing you with substantially
equivalent benefits.
(d) You will be entitled to retain all
stock options until January 6, 1999. The options
may be exercised at anytime during that period in
accordance with the terms of the 1991 Executive
Stock Option and Restricted Stock Plan of the
Corporation. In addition, subject to the approval
of the Executive Compensation Committee of the
Corporation, which approval will be recommended by
the Chief Executive Officer of the Corporation,
you will be entitled to retain until January 6,
2000 all stock options held by you as of the date
hereof, and all of your stock options will
immediately terminate and no longer be of any
effect thereafter; provided that between January
7, 1999 and January 6, 2000, you will not be
entitled to retain any of your stock options after
the thirtieth (30th) day after you commence an
employment, consulting or similar relationship
with any competitor of the Corporation and/or its
subsidiaries and/or its affiliates in any
capacity, and all of your stock options will
immediately terminate and no longer be of any
effect thereafter. For purposes of this
paragraph, "competitor" means any company or a
business unit of a company that is primarily
engaged in the business of providing temporary
staffing services, contract services and training
and testing of temporary and permanent workers.
(e) You may continue to reside at your
apartment in Brussels until December 31, 1998, and
the Corporation will continue to pay the rent,
utilities, reasonable repair and maintenance
costs, and other reasonable residential expenses
until such date on the same basis as such costs
and expenses previously have been paid by the
Corporation. After December 31, 1998, the
Corporation may terminate the lease, and you will
take all actions required for such termination.
The Corporation will pay all expenses relating to
the termination of the lease.
(f) The Corporation and you will
continue our current tax equalization arrangement
relating to Belgian taxes on payments of base
compensation, incentive bonus and other income
items for Belgian tax purposes until all
obligations of either party have been satisfied
under the arrangement.
4. Return of Property. Within thirty (30)
days after the date hereof, except as provided in
paragraph 5, below, you will return to the Corporation
(i) all property of the Corporation, its subsidiaries
and/or its affiliates in your possession, and (ii) all
documents, reports, minutes, spreadsheets, financial
information, electronic media, correspondence and other
written or recorded material containing information of
the Corporation that is proprietary or confidential.
You will remove all personal items from the
Corporation's premises in Milwaukee and Brussels as
soon as practicable after the date hereof.
5. Retention of Property.
(a) You will purchase the following
items from the Corporation at a purchase price,
payable in cash promptly after the date hereof,
equal to the book value of the items reflected on
the balance sheets of the Corporation and/or its
subsidiaries: (i) the Corporation's automobile
designated for your use in the United States, (ii)
the Corporation's personal computer designated for
your use in Brussels, and (iii) the mobile phone
designated for your use. You and the Corporation
will take reasonable action necessary to transfer
title to the items listed above from the
Corporation to you. You will be responsible for
the payment of all costs and expenses of transfer
incurred by you or the Corporation.
(b) You may continue to use the
Corporation's automobile designated for your use
in Brussels until December 31, 1998 on the same
basis as you previously have used such automobile.
The Corporation will make the lease payments for
such automobile until December 31, 1998, and will
pay all expenses relating to the termination of
the lease. You will take all actions required for
such termination.
6. Other Matters.
(a) The amounts payable to you under
this letter are stated before any deductions for
FICA taxes, state and federal withholding taxes,
and other payroll deductions required to be made
by the Corporation under applicable law.
(b) This letter will be binding upon,
and inure to the benefit of, you and your heirs
and legal representatives, and the Corporation and
its successors and assigns.
(c) No amendment, change, modification,
or waiver of any of the terms, provisions or
conditions of such agreement will be effective
unless made in a writing signed by you and the
Corporation.
(d) This letter constitutes the entire
agreement between us pertaining to the subject
matters covered under this letter and supersedes
all negotiations, preliminary agreements and all
prior or contemporaneous discussions and
understandings in connection with the subject
matters of this letter.
(e) This letter will be governed by and
construed in accordance with the laws of Wisconsin
(without applying any choice of law principles).
(f) Under no circumstances will you
use or disclose any proprietary or confidential
information of the Corporation, its subsidiaries
and/or its affiliates.
(g) Neither you nor the Corporation has
an adequate remedy at law for damages in the event
that any of the agreements in this letter are
breached or otherwise not performed in accordance
with their terms. Therefore, both you and the
Corporation, in addition to and without limiting
any other remedy or right that you or the
Corporation may have, will have the right to
temporary and permanent injunctive relief (without
the necessity of posting bond or other security)
restraining a breach or violation, or further
breach or violation, of such agreements by you or
the Corporation.
If this letter correctly sets forth your
understanding of our agreement, please so indicate by
signing a copy in the place provided below and
returning it to the Corporation.
Sincerely,
MANPOWER INC.
By:/s/ Mitchell S. Fromstein
----------------------------
Mitchell S. Fromstein,
President and Chief
Executive Officer
I confirm my agreement with
the terms and conditions of this
letter.
/s/ Jon F. Chait
- -------------------
Jon F. Chait
Date: July 6, 1998