Manpower Inc.
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
February 22, 1999
Mr. Michael J. Van Handel:
Manpower Inc. (the "Corporation") desires to
retain experienced, well-qualified executives, like
you, to assure the continued growth and success of the
Corporation and its direct and indirect subsidiaries
(collectively, the "Manpower Group"). Accordingly, as
an inducement for you to continue your employment in
order to assure the continued availability of your
services to the Manpower Group, we have agreed as
follows:
1. Definitions. For purposes of this letter:
(a) Cause. Termination by the Corporation of your
employment with the Corporation for "Cause" will mean
termination upon (i) your willful and continued failure
to substantially perform your duties with the Manpower
Group after a written demand for substantial
performance is delivered to you that specifically
identifies the manner in which the Corporation believes
that you have not substantially performed your duties,
and you have failed to resume substantial performance
of your duties on a continuous basis within ten days
after receiving such demand, (ii) your commission of
any material act of dishonesty or disloyalty involving
the Manpower Group, (iii) your chronic absence from
work other than by reason of a serious health
condition, (iv) your commission of a crime which
substantially relates to the circumstances of your
position with the Manpower Group or which has material
adverse effect on the business of the Manpower Group,
or (v) the willful engaging by you in conduct which is
demonstrably and materially injurious to the Manpower
Group. For purposes of this Subsection 1(a), no act,
or failure to act, on your part will be deemed
"willful" unless done, or omitted to be done, by you
not in good faith.
(b) Change of Control. A "Change of Control" will
mean the first to occur of the following:
(i) the acquisition (other than from the Corporation),
by any person, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934 (the "Exchange Act")), directly or
indirectly, of beneficial ownership (within the meaning
of Exchange Act Rule 13d-3) of more than 50% of the
then outstanding shares of common stock of the
Corporation or voting securities representing more than
50% of the combined voting power of the Corporation's
then outstanding voting securities entitled to vote
generally in the election of directors; provided,
however, no Change of Control shall be deemed to have
occurred as a result of an acquisition of shares of
common stock or voting securities of the Corporation
(A) by the Corporation, any of its subsidiaries, or any
employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any of its
subsidiaries or (B) 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
Corporation's shareholders immediately prior to such
acquisition in substantially the same proportions as
their ownership, immediately prior to such acquisition,
of the Corporation's then outstanding common stock or
then outstanding voting securities, as the case may be; or
(ii) any merger or consolidation of the Corporation
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 Corporation's shareholders
immediately prior to such acquisition in substantially
the same proportions as their ownership, immediately
prior to such acquisition, of the Corporation's then
outstanding common stock or then outstanding voting
securities, as the case may be; or
(iii) any liquidation or dissolution of the
Corporation or the sale or other disposition of all or
substantially all of the assets of the Corporation; or
(iv) individuals who, as of the date of this letter,
constitute the Board of Directors of the Corporation
(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 date of this letter whose election,
or nomination for election by the
shareholders of the Corporation, was approved by at least
a majority of the directors then comprising the Incumbent
Board shall be, for purposes of this letter, 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
(v) the Corporation shall enter into any agreement
(whether or not conditioned on shareholder approval)
providing for or contemplating, or the Board of
Directors of the Corporation shall approve and recom
mend that the shareholders of the Corporation accept,
or approve or adopt, or the shareholders of the
Corporation shall approve, any acquisition that would
be a Change of Control under clause (i), above, or a
merger or consolidation that would be a Change of
Control under clause (ii), above, or a liquidation or
dissolution of the Corporation or the sale or other
disposition of all or substantially all of the assets
of the Corporation; or
(vi) whether or not conditioned on shareholder
approval, the issuance by the Corporation of common
stock of the Corporation 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 Corporation
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
Change of Control whereby there is a successor holding
company to the Corporation, or, if there is no such
successor, whereby the Corporation 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 Corporation.
(c) Good Reason. "Good Reason" will mean, without
your consent, the occurrence of any one or more of the
following during the Term:
(i) the assignment to you of a position which
represents a material reduction from your current
positions of Senior Vice President, Chief Financial
Officer, Secretary and Treasurer or the assignment to
you of duties, other than incidental duties,
inconsistent with your current positions or such other
positions, provided you object to such assignment by
written notice to the Corporation within twenty (20)
business days after it is made and the Corporation
fails to cure, if necessary, within ten (10) business
days after such notice is given;
(ii) any material violation of this agreement or of
Sections 2 through 5 of the Compensation Agreement by
the Corporation which remains uncured ten (10) business
days after you give written notice to the Corporation
which specifies the violation;
(iii) any reduction in the amount of incentive
bonus received by you for a given fiscal year during
the Term within two years after the occurrence of a
Change of Control, as compared to the amount of the
incentive bonus received by you for the fiscal year
immediately preceding the fiscal year in which the
Change of Control occurred; or
(iv) being required by the Corporation to change the
location of your principal office to one in excess of
seventy-five (75) miles from the Corporation's home
office in Glendale, Wisconsin, provided your employment
with the Manpower Group is terminated within ninety
(90) days after any such change of location.
Your continued employment or failure to give
Notice of Termination will not constitute
consent to, or a waiver of rights with
respect to, any circumstance constituting
Good Reason hereunder except as otherwise
provided.
(d) Notice of Termination. Any termination of your
employment by the Corporation, or termination by you
for Good Reason during the Term will be communicated by
Notice of Termination to the other party hereto. A
"Notice of Termination" will mean a written notice
which specifies a Date of Termination (which date shall
be on or after the date of the Notice of Termination)
and, if applicable, indicates the provision in this
letter applying to the termination and sets forth in
reasonable detail the facts and circumstances claimed
to provide a basis for termination of your employment
under the provision so indicated.
(e) Date of Termination. "Date of Termination" will
mean the date specified in the Notice of Termination
where required (which date shall be on or after the
date of the Notice of Termination) or in any other case
upon your ceasing to perform services for the Manpower Group.
(f) Term. The "Term" will be a period beginning on
the date of this letter indicated above and ending on
the first to occur of the following: (a) the date two
years after the occurrence of a Change of Control; (b)
January 31, 2002, if no Change of Control occurs
between the date of this letter indicated above and
January 31, 2002; and (c) the Date of Termination.
(g) Benefit Plans. "Benefit Plans" means all benefits
of employment generally made available to the
executives of the Corporation from time to time.
(h) Compensation Agreement. The "Compensation
Agreement" means the letter of even date from the
Corporation to you, as accepted by you, regarding your
compensation and benefits.
2. Compensation and Benefits on Termination.
(a) Termination by the Corporation for Cause or by You
Other Than for Good Reason. If your employment with
the Manpower Group is terminated by the Corporation for
Cause or by you other than for Good Reason, the
Corporation will pay you or provide you with (i) your
full base salary as then in effect through the Date of
Termination, (ii) your unpaid incentive bonus, if any,
attributable to any complete fiscal year of the
Corporation ended before the Date of Termination (but
no incentive bonus will be payable for the fiscal year
in which termination occurs, notwithstanding the terms
of the Compensation Agreement), and (iii) all benefits
to which you are entitled under any Benefit Plans in
accordance with the terms of such plans. The Manpower
Group will have no further obligations to you.
(b) Termination of Reason of Disability or Death. If
your employment with the Manpower Group terminates
during the Term by reason of your disability or death,
the Corporation will pay you or provide you with (i)
your full base salary as then in effect through the
Date of Termination, (ii) all benefits to which you are
entitled under any Benefit Plans in accordance with the
terms of such plans, (iii) your unpaid incentive bonus,
if any, attributable to any complete fiscal year of the
Corporation ended before the Date of Termination, and
(iv) as the incentive bonus for the year in which
termination occurs to be paid pursuant to the
Compensation Agreement, an amount equal to your annual
incentive bonus for the fiscal year of the Corporation
immediately preceding the Date of Termination, prorated
for the actual number of days you were employed by the
Manpower Group during the fiscal year in which the Date
of Termination occurs, payable within 45 days after the
close of such fiscal year. The Corporation shall be
entitled to terminate your employment by reason of your
disability if you become disabled and entitled to
benefits under the terms of the long-term disability
plan of the Corporation. The Manpower Group will have
no further obligations to you.
(c) Termination for Any Other Reason.
(i) If, during the Term and within two years after the
occurrence of a Change of Control, your employment with
the Manpower Group is terminated for any reason not
specified in Subsection 2(a) or (b), above, you will be
entitled to the following:
(A) the Corporation will pay you your full base salary
through the Date of Termination at the rate in effect
at the time Notice of Termination is given;
(B) the Corporation will pay you your unpaid incentive
bonus, if any, attributable to any complete fiscal year
of the Corporation ended before the Date of Termination;
(C) as the incentive bonus for the year in which
termination occurs to be paid under the Compensation
Agreement, the Corporation will pay you an amount equal
to the largest annual bonus awarded to you for the
three fiscal years of the Corporation immediately
preceding the Date of Termination, prorated for the
actual number of days you were employed by the Manpower
Group during the year in which the termination occurs;
(D) the Corporation will pay as a severance benefit to
you a lump-sum payment equal to twice the sum of (i)
your annual base salary in effect at the time Notice of
Termination is given and (ii) the amount of your
largest incentive bonus for the three fiscal years of
the Corporation immediately preceding the Date of
Termination; and
(E) for an eighteen-month period after the Date of
Termination, the Corporation will arrange to provide
you and your eligible dependents, at the Corporation's
expense, with benefits under the medical, dental, life,
and disability plans of the Manpower Group, or benefits
substantially similar to the benefits you were
receiving during the 90-day period immediately prior to
the time Notice of Termination is given under the named
plans; provided, however, that benefits otherwise
receivable by you pursuant to this Subsection
2(c)(i)(E) will be reduced to the extent other
comparable benefits are actually received by you during
the eighteen-month period following your termination,
and any such benefits actually received by you will be
reported to the Corporation; provided, further that any
insurance continuation coverage that you may be
entitled to receive under the Consolidated Omnibus
Budget Reconciliation Act of 1986 ("COBRA") will
commence on the Date of Termination.
(ii) If your employment with the Manpower Group is
terminated during the Term for any reason not specified
in Subsection 2(a) or (b), above, and Subsection
2(c)(i) does not apply to the termination, you will be
entitled to the following:
(A) the Corporation will pay you your full base salary
through the Date of Termination at the rate then in
effect;
(B) the Corporation will pay you your unpaid incentive
bonus, if any, attributable to any complete fiscal year
of the Corporation ended before the Date of
Termination;
(C) as the incentive bonus for the year in which
termination occurs to be paid pursuant to the
Compensation Agreement, the Corporation will pay you an
amount equal to your largest annual incentive bonus for
the three fiscal years of the Corporation immediately
preceding the Date of Termination, prorated for the
actual number of days you were employed by the Manpower
Group during the fiscal year in which the Date of
termination occurs;
(D) the Corporation will pay as a severance benefit to
you a lump-sum payment equal to the amount of your
annual base salary as then in effect plus the amount of
your largest annual incentive bonus for the three
fiscal years of the Corporation immediately preceding
the Date of Termination; and
(E) for the twelve-month period after the Date of
Termination, you and your eligible dependents will
continue to receive benefits under the medical and
dental plans of the Corporation as if your employment
by the Corporation did not terminate; provided, that
the payments or benefits otherwise receivable by you
pursuant to this Subsection 2(c)(ii)(E) will be reduced
to the extent other comparable payments or benefits are
actually received by you during the twelve-month period
following your termination, and any such payments or
benefits actually received by you will be reported to
the Corporation; and provided, further that any
insurance continuation coverage that you may be
entitled to receive under the Consolidated Omnibus
Budget Reconciliation Act of 1986 or similar state laws
will commence on the Date of Termination;
The amounts paid to you pursuant to Subsections
2(c)(i)(D) or 2(c)(ii)(D) will not be included as
compensation for purposes of any qualified or
nonqualified pension or welfare benefit plan of
the Manpower Group.
(d) Golden Parachute Tax.
(i) Notwithstanding anything contained in this letter
to the contrary, in the event that any payment or
distribution to or for your benefit pursuant to the
terms of this letter (a "Payment" or "Payments") would
be subject to the excise tax imposed by Section 4999 of
the Internal
Revenue Code of 1986, as amended (the "Code"),
or any interest or penalties are incurred by
you with respect to such excise tax (such excise tax,
together with any interest and penalties, are
collectively referred to as the "Excise Tax"), then you
shall be entitled to receive an additional payment (a
"Gross-Up Payment") in an amount such that after
payment by you of all taxes (including any interest or
penalties imposed with respect to such taxes),
including any Excise Tax, imposed upon the Gross-Up
Payment, you retain an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.
(ii) A determination shall be made as to whether and
when a Gross-Up Payment is required pursuant to this
Subsection 2(d) and the amount of such Gross-Up
Payment, such determination to be made within fifteen
business days of the Date of Termination, or such other
time as requested by the Corporation or by you
(provided you reasonably believe that any of the
Payments may be subject to the Excise Tax). Such
determination shall be made by a national independent
accounting firm selected by you (the "Accounting
Firm"). All fees, costs and expenses (including, but
not limited to, the cost of retaining experts) of the
Accounting Firm shall be borne by the Corporation and
the Corporation shall pay such fees, costs and expenses
as they become due. The Accounting Firm shall provide
detailed supporting calculations, acceptable to you,
both to the Corporation and you. The Gross-Up Payment,
if any, as determined pursuant to this Subsection
2(d)(ii) shall be paid by the Corporation to you within
five business days of the receipt of the Accounting
Firm's determination. Any such initial determination
by the Accounting Firm of whether or when a Gross-Up
Payment is required and, if such a payment is required,
the amount thereof shall be binding upon the
Corporation and you subject to the application of
Subsection 2(d)(iii).
(iii) As a result of the uncertainty in the
application of Sections 4999 and 280G of the Code, it
is possible that a Gross-Up Payment (or a portion
thereof) will be paid which should not have been paid
(an "Overpayment") or a Gross-Up Payment (or a portion
thereof) which should have been paid will not have been
paid (an "Underpayment"). An Underpayment shall be
deemed to have occurred upon notice (formal or
informal) to you from any governmental taxing authority
that your tax liability (whether in respect of your
then current taxable year or in respect of any prior
taxable year) may be increased by reason of the
imposition of the Excise Tax on a Payment or Payments
with respect to which the Corporation has failed to
make a sufficient Gross-Up Payment. An Overpayment
shall be deemed to have
occurred upon a "Final Determination"
(as hereinafter defined) that the Excise
Tax shall not be imposed upon a Payment or Payments
with respect to which you had previously received a
Gross-Up Payment. A Final Determination shall be
deemed to have occurred when you have received from the
applicable governmental taxing authority a refund of
taxes or other reduction in your tax liability by
reason of the Overpayment and upon either (A) the date
a determination is made by, or an agreement is entered
into with, the applicable governmental taxing authority
which finally and conclusively binds you and such
taxing authority, or in the event that a claim is
brought before a court of competent jurisdiction, the
date upon which a final determination has been made by
such court and either all appeals have been taken and
finally resolved or the time for all appeals has
expired or (B) the expiration of the statute of
limitations with your applicable tax return. If an
Underpayment occurs, you shall promptly notify the
Corporation and the Corporation shall pay to you at
least five business days prior to the date on which the
applicable governmental taxing authority has requested
payment, an additional Gross-Up Payment equal to the
amount of the Underpayment plus any interest and
penalties imposed on the Underpayment. If an
Overpayment occurs, the amount of the Overpayment shall
be treated as a loan by the Corporation to you and you
shall, within ten business days of the occurrence of
such Overpayment, pay to the Corporation the amount of
the Overpayment plus interest at an annual rate equal
to the rate provided for in Section 1274(b)(2)(B) of
the Code from the date the Gross-Up Payment (to which
the Overpayment relates) was paid to you.
(iv) Notwithstanding anything contained in this letter
to the contrary, in the event it is determined that an
Excise Tax will be imposed on any Payment or Payments,
the Corporation shall pay to the applicable
governmental taxing authorities as Excise Tax
withholding, the amount of the Excise Tax that the
Corporation has actually withheld from the Payment or
Payments.
(e) Payment. The payments provided for in Subsections
2(c)(i)(A) through (D) or 2(c)(ii)(A) through (D),
above, will be made not later than the fifteenth
business day following the Date of Termination, except
as otherwise provided. If any of such payments is not
made when due (hereinafter a "Delinquent Payment"), in
addition to such principal sum, the Corporation will
pay you interest on any and all such Delinquent
Payments from the date due computed at the prime rate
as announced from time to time by Firstar Bank of
Milwaukee, compounded monthly.
(f) No Mitigation. You will not be required to
mitigate the amount of any payment or benefit provided
for in this Section 2 by seeking other employment or
otherwise, nor will the amount of any payment provided
for in this Section 2, unless otherwise provided
herein, be reduced by any compensation earned by you as
the result of employment by another employer after the
Date of Termination, or otherwise.
(g) Release of Claims. Notwithstanding the foregoing,
the Corporation will not pay you, and you have no right
to receive, any benefits described in Section 2, above,
unless and until you execute, and there shall be
effective following any statutory period for
revocation, a release, in a form reasonably acceptable
to the Corporation, that irrevocably and
unconditionally releases, waives, and fully and forever
discharges the Manpower Group and its past and current
directors, officers, employees, and agents from and
against any and all claims, liabilities, obligations,
covenants, rights, demands and damages of any nature
whatsoever, whether known or unknown, anticipated or
unanticipated, relating to or arising out of your
employment with the Manpower Group, including without
limitation claims arising under the Age Discrimination
in Employment Act of 1967, as amended, Title VII of the
Civil Rights Act of 1964, as amended, the Civil Rights
Act of 1991, the Equal Pay Act, as amended, and any
other federal, state, or local law or regulation.
(h) Forfeiture. Notwithstanding the foregoing, your
right to receive the payments and benefits to be
provided to you under this Section 2 beyond those
described in Subsection 2(a), above, is conditioned
upon your performance of the obligations stated in
Section 3, below, and in Section 6 of the Compensation
Agreement, and upon your breach of any such
obligations, you will immediately return to the
Corporation the amount of such payments and benefits
and you will no longer have any right to receive any
such payments or benefits.
3. Noncompetition Agreement.
(a) Noncompetition. During the term of your
employment with the Manpower Group, you will not assist
any competitor of any company in the Manpower Group in
any capacity. During the one-year period which
immediately follows the termination of your employment
with the Manpower Group, you will not, directly or
indirectly, provide services or assistance of a nature
similar to the services provided to the Manpower Group
during the term of your employment with the Manpower
Group to any entity engaged in the business of
providing temporary staffing services anywhere in the
United States or any other country in which the
Manpower Group conducts business as of the Date of
Termination which has, together with its affiliated
entities, annual revenues from such business in excess
of $500,000,000. You acknowledge that the scope of
this limitation is reasonable in that, among other
things, providing any such services or assistance
during such one-year period would permit you to use
unfairly your close identification with the Manpower
Group and would involve the use or disclosure of
confidential information pertaining to the Manpower
Group.
(b) 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 Subsection
3(a), above. You therefore agree that, in the event of
any such actual, impending or threatened breach, the
Corporation will be entitled, in addition to the
remedies set forth in Subsection 2(h), above, and any
other remedies and damages, 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.
(c) Nonapplication. Notwithstanding the above, this
Section 3 will not apply if your employment with the
Corporation is terminated by you for Good Reason or by
the Corporation without Cause within two years after
the occurrence of a Change of Control.
4. Nondisparagement. Upon your termination of
employment with the Manpower Group for any reason, the
Manpower Group agrees to maintain a positive and
constructive attitude and demeanor toward you, and
agrees to refrain from making any derogatory comments
or statements of a negative nature about you. Upon
your termination of employment with the Manpower Group
for any reason, you agree to maintain a positive and
constructive attitude and demeanor toward the Manpower
Group, and agree to refrain from making derogatory
comments or statements of a negative nature about the
Manpower Group, its officers, directors, shareholders,
agents, partners, representatives and employees, to
anyone.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. Previous Agreement. This letter, upon acceptance
by you, and the Compensation Agreement 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
------------------------
Agreed as of the 22nd day of February, 1999.
/s/Michael J. Van Handel
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Michael J. Van Handel