Manpower Inc.
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
April 26, 1999
Mr. Mitchell S. Fromstein:
This letter will confirm our agreement with
respect to your resignation from full-time service with
Manpower Inc. (the "Corporation") and your continuing
advisory relationship with the Corporation. We have
agreed as follows:
1. Resignation. By executing this letter, you resign
from your positions as Chairman and a member of the
Board of Directors, as President and Chief Executive
Officer of the Corporation, as a trustee of each of the
benefit plans of the Corporation for which you
currently serve as trustee, 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, all effective as of April 30, 1999 (the
"Effective Date"). As of the Effective Date, the Board
of Directors has appointed you Chairman Emeritus.
2. 1999 Compensation. The Corporation will pay you
your full base salary through the Effective Date at the
rate now in effect. In accordance with your
Employment Agreement dated September 16, 1987, as
amended, the Corporation will also pay you as an
incentive bonus for 1999 an amount equal to the product
of (i) the incentive bonus which would have been
payable to you had your full-time employment with the
Corporation not terminated pursuant to this letter
agreement and (ii) a fraction the numerator of which is
120, and the denominator of which is 365. Your
incentive bonus for 1999 will be payable at the time
the incentive bonus is normally payable.
3. Supplemental Benefit. In accordance with the
terms of your Employment Agreement dated September 16,
1987, as amended, the Corporation will pay you
supplemental retirement pay equal to Five Million Two
Hundred Eighty-Seven Thousand Seven Hundred Eleven
Dollars ($5,287,711). Notwithstanding the terms of
such agreement, such amount will be payable in a lump
sum on July 1, 1999
4. Benefits.
(a) In accordance with the terms of your
Employment Agreement dated September 16, 1987, as
amended, for the remainder of the lives of you and your
spouse, regardless of any eligibility rules in effect
at any time and regardless of your age, the Corporation
will arrange to provide you and your spouse, at the
Corporation's expense, with full coverage under medical
and dental plans of the Corporation having benefits at
least as favorable as those existing under the
Corporation's plans in effect on
September 16, 1990,
and any increased benefits as may thereafter have been
or may be provided from time to time under any such
plan or substitute therefor or modification thereof;
and notwithstanding any provision of any such plan to
the contrary, neither you nor your spouse will be
required to make any additional payment in order to
obtain this coverage. In the event that your
participation in any such plan is prohibited by the
terms and provisions thereof or the Corporation
otherwise cannot offer such benefits under its plans,
the Corporation will provide alternative coverage for
you and your spouse for each of your remaining lives,
as nearly as practicable, equivalent to that which you
and your spouse would otherwise be entitled under this
Section 4(a).
(b) In addition to other payments under this
letter, the Corporation will make equal monthly
payments to you for your lifetime (or to your spouse
for her lifetime if you predecease her) in such amount
as is necessary to assure that the total payments
received by you (or your spouse) under this
Section 4(b) and under the Manpower Inc. Retirement
Plan and the Manpower Inc. Deferred Compensation Plan
will equal Seven Hundred Fifty Thousand Dollars
($750,000) per year; provided, however, that if you
were to remarry, the amount payable under this
Section 4(b) to your new spouse during her lifetime if
you predecease her shall not exceed the actuarial
equivalent as of the time of your death of the amount
which would be payable to a spouse with the birth date
of your present spouse. These monthly payments will
commence on the first day of the month immediately
after the month in which the Effective Date occurs, and
will continue on the first day of each calendar month
thereafter for the life of the survivor of you and your
spouse.
(c) Except for the retirement benefits and
medical and dental insurance set forth in this
Section 4, any accrued benefits under company plans and
the stock options referred to in Section 8, below, and
any employee benefits provided by law, you shall not
receive on or after April 30, 1999, any employee
benefits or perquisites from the Corporation or be
entitled to participate in any Corporation stock or
other benefit plans.
5. Advisory Services. Beginning on the Effective
Date and continuing until the date three years
thereafter unless earlier terminated under Section 14
hereof (the "Advisory Period"), you will be employed by
the Corporation on a part-time basis to render such
advice and assistance respecting the affairs and
activities of the Corporation and its direct or
indirect subsidiaries (collectively, the "Manpower
Group") as the Chairman of the Board of Directors or a
senior executive officer of the Corporation may from
time to time reasonably request, contemplated to
include advice and assistance as requested relating to
management transition issues, customers and
franchisees, and investor relations matters. Your
advisory services will be performed at such times as
are mutually agreed upon by you and the Corporation.
During the Advisory Period, you may engage in other
activities, subject to the restrictions set forth in
Sections 10 through 12 hereof. At the end of the
Advisory Period, your employment will terminate.
6. Advisory Fee. In consideration of the advisory
services to be performed by you pursuant hereto, and in
partial consideration of your other obligations under
this letter, the Corporation will pay you during the
Advisory Period an annual salary (the "Advisory Fee") of
Five Hundred Thousand Dollars ($500,000). The
Advisory Fee will be payable in installments according
to the standard payroll practice of the Corporation.
7. Expense Reimbursement. The Corporation will
reimburse you for all reasonable out-of-pocket expenses
incurred by you in the course of performing advisory
services requested by the Corporation and approved by
the Chief Executive Officer during the Advisory Period,
subject to your compliance with the guidelines or rules
of the Corporation concerning expense reimbursement.
8. Stock Options. The Corporation confirms that:
(a) this letter agreement will not affect
your rights with respect to the options you hold
to purchase shares of the Corporation's stock
under the Nonstatutory Stock Option granted
May 31, 1991, the Nonstatutory Stock Option
granted February 10, 1992, and the Nonstatutory
Stock Option Agreement executed as of April 26,
1999 (the "Grant Documents");
(b) your employment will not be considered
to have terminated for purposes of determining
your rights with respect to such options until the
termination of the Advisory Period; and
(c) the 1991 Executive Stock Option and
Restricted Stock Plan (the "1991 Plan") has been
amended to provide for a period of one year, as
opposed to three months as originally provided,
following the cessation of employment due to
retirement (as described in the 1991 Plan) to
exercise any option held under the 1991 Plan, and
the 1991 Plan as so amended will govern your
rights with respect to such options
notwithstanding the terms of the applicable Grant
Documents.
9. Office and Secretary. The Corporation shall
provide to you reasonable and reasonably equipped
office space in a location to be mutually agreed upon
between you and the Corporation and secretarial
assistance during the Advisory Period and for a period
of two years thereafter.
10. Nondisclosure Agreement. You will not,
directly or indirectly, at any time during the Advisory
Period or during the two-year period immediately
following the termination of the Advisory Period, 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 (i) you first
secure written consent of the Corporation to such
disclosure or use, (ii) the same shall have lawfully
become a matter of public knowledge other than by your
act or omission, or (iii) 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, computer software,
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. 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.
11. Noncompetition Agreement. During the
Advisory Period, you will not directly or indirectly
assist any competitor of the Manpower Group in any
capacity. In addition, you will not at any time during
the two-year period following the termination of the
Advisory Period, either directly or indirectly:
(a) Contact any customer or prospective
customer of the Manpower Group with whom you
have had contact on behalf of the Manpower
Group during the two-year period preceding the
date of such termination or any customer or
prospective customer about whom you obtained
Confidential Information (as defined below) in
connection with your employment by the Manpower
Group during such two-year period so as to
cause or attempt to cause such customer or
prospective customer of the Manpower Group not
to do business or to reduce such customer's
business with the Manpower Group or divert any
business from the Manpower Group.
(b) Provide services or assistance of a
nature similar to the services provided to the
Manpower Group during the term of your full-
time and/or part-time 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 when the
Advisory Period terminates which has, together
with its affiliated entities, annual revenues
from such business in excess of US
$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 two-year period would
permit you to use unfairly your close
identification with the Manpower Group and the
customer contacts you developed while employed
by the Manpower Group and would involve the use
or disclosure of Confidential Information
pertaining to the Manpower Group.
12. Nonsolicitation of Employees. You agree that
you will not, at any time during the Advisory Period or
during the two-year period immediately following the
termination of the Advisory Period, 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 preceding three
months, to terminate his or her employment with the
Manpower Group so as to accept employment elsewhere.
13. Requests for Services; Injunction. The
restrictions imposed by Sections 10 through 12, above,
will not apply in circumstances where you have been
asked to perform services that
might otherwise involve
a violation of such Sections. 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 10 through 12, 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.
14. Termination of Advisory Period. The Advisory
Period shall terminate prior to the date three years
after the Effective Date upon the occurrence of any of
the following.
(a) Death. The Advisory Period shall terminate
upon your death.
(b) Cause. The Corporation may terminate the
Advisory Period for "Cause." As used in this letter,
"Cause" shall include (i) your willful and continued
failure to substantially perform your duties with the
Corporation 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 willful engaging
in conduct which is demonstrably and materially
injurious to the Manpower Group, monetarily or
otherwise, (iii) any dishonest or fraudulent conduct
which results or is intended to result in gain to you
or your personal enrichment at the expense of the
Manpower Group, or (iv) your conviction of a felony,
misdemeanor or criminal offense, as evidenced by a
binding and final judgment, order or decree of a court
of competent jurisdiction which impairs your ability
substantially to perform your duties with the
Corporation.
(c) Voluntary Termination. You may terminate the
Advisory Period at any time by delivering notice to the
Corporation of your election to terminate.
15. Nondisparagement. As of the Effective Date,
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.
Likewise, as of the Effective Date, 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.
16. Release of Claims.
(a) Release of Claims by You. As further
consideration for the benefits and payments to you as
described in this letter (which you acknowledge to be
greater, in their totality, than any benefits due you
absent the commitments being made by the Corporation in
this letter), you hereby irrevocably and
unconditionally release, waive,
and fully and forever
discharge all companies within the Manpower Group and
their past and current agents, servants, officers,
directors, stockholders, attorneys, and employees and
their respective successors and assigns (the "Released
Parties") 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 any agreement, act, omission,
occurrence, transaction or matter up to and including
the date you sign this letter confirming your agreement
to its terms as provided below, including, without
limitation, any and all claims relating to or arising
out of your employment by the Manpower Group and also
including any claim that might arise regarding our
agreement set forth above providing for your reduction
to part-time employment and your eventual termination
of employment at the end of the Advisory Period. This
release of claims includes, but is not limited to, any
claims or remedies arising under or affected by 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, the Employee Retirement Income Security Act,
as amended, the Americans With Disabilities Act, the
Fair Labor Standards Act, as amended, the Family and
Medical Leave Act of 1993, the Wisconsin Fair
Employment Act, as amended, the Wisconsin Family and
Medical Leave Act, or any other local, state or federal
laws, whether statutorily codified or not, or any claim
arising in contract or in tort. You agree to give up
any benefit conferred on you by any order or judgment
issued in connection with any proceeding filed against
any of the Released Parties regarding the matters
released in this Subsection 16(a).
(b) Release of Claims by the Manpower Group. As
further consideration for the agreements being made by
you as provided in this letter, the Corporation, on
behalf of all companies within the Manpower Group,
hereby irrevocably and unconditionally releases,
waives, and fully and forever discharges you and your
successors and assigns 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 any agreement, act,
omission, occurrence, transaction or matter up to and
including the date you sign this letter confirming your
agreement to its terms as provided below.
(c) Scope of Release. Nothing in the waivers or
releases set forth in this letter shall be construed to
constitute any release or waiver by you of any rights
or claims against the Manpower Group, or by the
Manpower Group against you, arising under this letter.
(d) Waiver of Reinstatement. You waive any and
all rights to reinstatement to full-time employment,
and hereby agree not to reapply for full-time
employment with any company in the Manpower Group.
(e) Representations. You represent and warrant
to the Corporation that: (i) BY SIGNING THIS LETTER TO
CONFIRM YOUR AGREEMENT, YOU UNDERSTAND THAT YOU HEREBY
WAIVE AND RELEASE ANY AND ALL RIGHTS AND CLAIMS ARISING
UNDER THE AGE DISCRIMINATION
IN EMPLOYMENT ACT OF 1967,
AS AMENDED, ITS STATE LAW EQUIVALENT AND ALL OTHER
CLAIMS AGAINST THE CORPORATION ARISING UP TO AND
INCLUDING THE DATE YOU SIGN THIS LETTER, AND ANY CLAIM
ARISING FROM YOUR RESIGNATION FROM FULL-TIME
EMPLOYMENT, (ii) you have executed this letter to
confirm your agreement on the date set forth below your
name on the signature page hereof, (iii) you have
carefully read this letter, you know and understand its
contents, you signed this letter freely and
voluntarily, and you intend to be bound by it, and (iv)
you are not relying on any representations, statements,
or promises whatsoever of the Corporation or anyone
else, other than as set forth in this letter, as an
inducement to execute this letter.
(f) No Admission. Nothing in this letter shall
be deemed an admission by you or any company in the
Manpower Group of liability or wrongdoing of any
nature.
17. Execution and Revocation Rights.
(a) You have the right to sign this letter,
confirming your agreement, any time within twenty-one
(21) calendar days following receipt of the letter.
(b) Following the date you sign, you have the
right to revoke the agreement reflected by this letter
at any time within seven (7) calendar days of your
signing it, not including the date of your signing (the
"Revocation Period"). Any notice of revocation shall
be deemed effective when it is deemed to have been
given as provided below. Our agreement as reflected by
this letter will not become effective or enforceable
until the Revocation Period has expired. If you give a
notice of revocation during the Revocation Period, this
agreement reflected by this letter will be null and
void, all rights and claims of the parties which would
have existed, but for the execution of this letter,
will be restored.
18. Company Car. You have the right to purchase
the car provided to you by the Corporation during the
twelve month period immediately preceding the Effective
Date, at the book value thereof on the Effective Date,
exercisable within thirty days after the Effective
Date. If you do not purchase the car, you agree to
return it to the Corporation within thirty days after
the Effective Date.
19. Successors; Binding Agreement. This letter
agreement will be binding on any successor of the
Corporation and will inure to the benefit of and be
enforceable by your personal or legal representatives,
executors, administrators, successors, heirs,
distributees, devisees and legatees.
20. Notices. Any notice required or permitted to
be given or made hereunder shall be sufficient if, and
occur when, hand delivered, mailed postage prepaid,
sent by prepaid express or courier service or sent by
facsimile transmission and actually received, to the
party to receive such notice at its address set forth
beneath its signature hereto or to such changed address
as such party shall designate by proper notice to the
other.
21. Previous Agreement. This letter, upon
acceptance by you, expressly supersedes any and all
previous agreements or understandings relating to your
employment by the Corporation or the Manpower Group,
the termination of such employment, or compensation or
benefits to be provided by Manpower Group, including,
but not limited to, your Employment Agreement dated
September 16, 1987, as amended, and all such agreements
and understandings shall have no further force or
effect.
22. 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.
23. Withholding. The amounts payable to you
hereunder are stated before deductions, if any,
required to be made by the Corporation under applicable
law.
If this letter correctly sets forth your
understanding of our agreement, please sign and return
one copy of this letter which will constitute our
agreement with respect to the subject matter of this
letter.
THIS LETTER WAIVES LEGAL CLAIMS AGAINST THE
CORPORATION, INCLUDING POTENTIAL AGE DISCRIMINATION AND
OTHER CLAIMS. YOU ARE ADVISED TO CONSULT YOUR OWN
ATTORNEY PRIOR TO SIGNING THE DOCUMENT. YOU HAVE
TWENTY-ONE (21) DAYS TO SIGN THIS LETTER. YOU CAN
REVOKE YOUR ACCEPTANCE AS PROVIDED IN THIS LETTER.
YOUR DECISION TO SIGN THIS LETTER MUST BE KNOWING AND
VOLUNTARY.
Sincerely,
MANPOWER INC.
By: /s/ Michael J. Van Handel
----------------------------
Address for Notice:
5301 North Ironwood Road
Milwaukee, WI 53217
Attn: President
Agreed this 26th day of April, 1999.
/s/ Mitchell S. Fromstein
- -------------------------
Mitchell S. Fromstein
Address for Notice:
1501 East Fox Lane
Milwaukee, WI 53217