Manpower Inc.
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
February 22, 1999
Mr. Michael J. Van Handel:
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 continuing employment by Manpower Inc. (the
"Corporation"):
1. Term. The term of this agreement (the "Term") will
begin on the date of this letter indicated above and end on the
first to occur of the following: (a) the date two years after
the occurrence of a Change of Control, as defined in the letter
to you of even date regarding other rights and obligations on
termination of your employment; (b) January 31, 2002, if no
Change of Control occurs between the date of this letter
indicated above and January 31, 2002; or (c) the Date of
Termination, as defined in the letter from the Corporation to you
of even date regarding other rights and obligations on
termination of your employment.
2. Base Compensation. You will be paid a base salary for
your services during the Term equal to Two Hundred Twenty-Five
Thousand Dollars ($225,000) per year, as may be increased from
time to time by the Corporation. Your base compensation will be
paid in accordance with the Corporation's regular payroll
practices with respect to such compensation as in effect from time to time.
3. Incentive Bonus. You also will be entitled to receive
an incentive bonus for each full or partial fiscal year of the
Corporation included within the Term. The amount of this
incentive bonus will be the amount approved by the Executive
Compensation Committee, in its sole discretion, based upon
recommendation of the Chief Executive Officer of the Corporation.
This incentive bonus will be paid within 45 days after the close
of each such fiscal year.
4. Benefits. During the entire Term, the Corporation will
provide you with, and you will be eligible for, all benefits of
employment generally made available to the executives of
the Corporation from time to time (collectively, the "Benefits
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 executive
personnel of the Corporation of similar rank. You also will be entitled to
vacations and perquisites in accordance with the Corporation's
policies as in effect from time to time for executives of the Corporation.
5. Expenses. The Corporation will reimburse to you on a
monthly basis for all traveling, hotel, entertainment and other
expenses reasonably incurred by you in the proper performance
of your duties during the Term, subject to your compliance with
the guidelines and regulations concerning expense reimbursement
issued by the Corporation.
6. Nondisclosure and Nonsolicitation.
(a) Nondisclosure.
(i) You will not, directly or indirectly, at any
time during the term of your employment with the
Corporation or any of its direct or indirect
subsidiaries (collectively, the "Manpower Group") or
during the two-year period following your termination
of employment with the Manpower Group, use for yourself
or others, or disclose to others, any Confidential
Information (as defined below), whether or not
conceived, developed, or perfected by you and no matter
how it became known to you, unless (a) you first secure
written consent of the Corporation to such disclosure
or use, (b) the same shall have lawfully become a
matter of public knowledge other than by your act or
omission, or (c) you are ordered to disclose the same
by a court of competent jurisdiction or are otherwise
required to disclose the same by law, and you promptly
notify the Corporation of such disclosure.
"Confidential Information" shall mean all business
information (whether or not in written form) which
relates to any company in the Manpower Group and which
is not known to the public generally (absent your
disclosure), including but not limited to confidential
knowledge, operating instructions, training materials
and systems, customer lists, sales records and
documents, marketing and sales strategies and plans,
market surveys, cost and profitability analyses,
pricing information, competitive strategies, personnel-
related information, and supplier lists. This
obligation will survive the termination of your
employment for a period of two years and will not be
construed to in any way limit the Corporation's rights
to protect confidential information which constitute
trade secrets under applicable trade secrets law even
after such two-year period.
(ii) Upon your termination of employment with the
Manpower Group, or at any other time upon request of
the Corporation, you will promptly surrender to the
Corporation, or destroy and certify such destruction to
the Corporation, any documents, materials, or computer
or electronic records containing any Confidential
Information which are in your possession or under your control.
(b) Nonsolicitation of Employees. You agree that you
will not, at any time during the term of your employment
with the Manpower Group or during the one-year period
following your termination of employment with the Manpower
Group, either on your own account or in conjunction with or
on behalf of any other person, company, business entity, or
other organization whatsoever, directly or indirectly
induce, solicit, entice or procure any person who is an
employee of any company in the Manpower Group, or has been
such an employee within the three months preceding such
action, to terminate his or her employment with the Manpower
Group so as to accept employment elsewhere.
(c) Injunction. You recognize that irreparable and
incalculable injury will result to the Manpower Group and
its businesses and properties in the event of your breach of
any of the restrictions imposed by Sections 6(a) - (b),
above. You therefore agree that, in the event of any such
actual, impending or threatened breach, the Corporation will
be entitled, in addition to any other remedies and damages
available to it, to temporary and permanent injunctive
relief (without the necessity of posting a bond or other
security) restraining the violation, or further violation,
of such restrictions by you and by any other person or
entity from whom you may be acting or who is acting for you
or in concert with you.
7. 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.
8. 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.
9. 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.
10. 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.
11. Withholding. The Corporation shall be entitled to
withhold from amounts to be paid to you hereunder any federal,
state, or local withholding or other taxes or charges which it
is, from time to time, required to withhold under applicable law.
12. Previous Agreement. This letter and the letter of even
date from the Corporation to you, regarding other rights and
obligations on termination of your employment, upon acceptance by
you, expressly supersede any and all previous agreements or
understandings relating to your employment by the Corporation or
the Manpower Group or the termination of such employment, and any
such agreement or agreements shall, as of the date of your
acceptance, have no further force or effect.
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/Mitchell S. Fromstein
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Agreed as of the 22nd day of February, 1999.
/s/Michael J. Van Handel
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Michael J. Van Handel