Exhibit 10.10(a)
1994 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN
OF
MANPOWER INC.
(AMENDED AND RESTATED EFFECTIVE OCTOBER 29, 2002)
PURPOSE OF THE PLAN
The purpose of the Plan is to attract and retain superior Employees and
Directors, to provide a stronger incentive for such Employees and 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 Employees and Directors. The Board of Directors
believes the Plan will promote continuity of management and increased incentive
and personal interest in the welfare of the Company among participating
Employees.
SECTION A
1. GENERAL
This Section A of the Plan sets out the terms of the Plan applicable to
all Directors and Employees, except those Employees employed in the United
Kingdom, to whom the terms of Section B of the Plan apply.
2. 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) "Cause" shall mean, if not cured by the Holder within 60 days,
(a) the Holder's commission of an act of fraud and dishonesty intended to
result in his direct or indirect enrichment at the expense of the Company
or a Subsidiary which is determined to be a felony by a court of competent
jurisdiction; or (b) the Holder's engagement in gross misconduct which
results in a demonstrably material injury to the Company or a Subsidiary,
monetary or otherwise, provided such misconduct was not in good faith and
he had no reasonable belief such act or omission was in the best interests
of the Company and its shareholders.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Committee" shall mean the Committee of the Board of Directors
constituted as provided in Paragraph 4 of the Plan.
(e) "Company" shall mean Manpower Inc., a Wisconsin corporation.
(f) "Director" shall mean an individual who is a non-Employee member
of the Board of Directors of the Company.
(g) "Disability" shall mean (i) with respect to a Holder, a physical
or mental incapacity which, as determined by the Committee, results in a
Holder ceasing to be an Employee and (ii) with respect to a Director, a
physical or mental incapacity which results in a Director's termination of
membership on the Board of Directors of the Company.
(h) "Employee" shall mean an individual who is an employee of the
Company or a Subsidiary.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
(j) "Holder" shall mean an Employee to whom an Option or Restricted
Stock has been granted.
(k) "Incentive Stock Option" shall mean an option to purchase Shares
which complies with the provisions of Section 422 of the Code.
(l) "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 the Committee may determine
in conformity with pertinent law and regulations of the Treasury
Department.
(m) "Nonstatutory Stock Option" shall mean an option to purchase
Shares which does not comply with the provisions of Section 422 of the
Code or which is designated as such pursuant to Paragraph 6 of the Plan,
including such an option granted to an individual who is an Employee of a
Subsidiary other than a subsidiary corporation of the Company as defined
in Section 424(f) of the Code.
(n) "Option" shall mean an Incentive Stock Option or Nonstatutory
Stock Option granted under the Plan.
(o) "Option Agreement" shall mean the agreement between the Company
and a Director or an Employee whereby an Option is granted to such
Director or Employee.
(p) "Plan" shall mean the 1994 Executive Stock Option and Restricted
Stock Plan of the Company.
(q) "Restricted Stock" shall mean Shares granted to an Employee by
the Committee which are subject to restrictions imposed under Paragraph 9
of the Plan.
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(r) "SAR" shall mean a stock appreciation right granted in tandem
with an Incentive Stock Option or a Nonstatutory Stock Option pursuant to
Paragraph 6 of the Plan.
(s) "Share" or "Shares" shall mean the $0.01 par value common stock
of the Company.
(t) "Subsidiary" shall mean any subsidiary of the Company, including
without limitation, a subsidiary corporation of the Company as defined in
Section 424(f) of the Code.
(u) "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
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(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 date this Plan is adopted by
the Board of Directors of the Company, 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 date this Plan is adopted by the Board of
Directors of the Company 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.
[Effective for grants made on or after October 29, 2002, this
Paragraph 2(u) will read as follows:
(u) "Triggering Event" shall mean the first to occur of any of the
following:
(1) the acquisition (other than from the Company), by any
Person (as defined in Sections 13(d)(3) and 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
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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) the consummation of 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) the consummation of any liquidation or dissolution of the
Company or a sale or other disposition of all or substantially all
of the assets of the Company; or
(4) individuals who, as of the date this Plan is adopted by
the Board of Directors of the Company, 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 date this Plan is adopted by the Board of
Directors of the Company 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) 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
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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.
[Effective for grants made on or after October 29, 2002, the following
Paragraph 2(v) is added to the Plan:
(v) "Protected Period" shall be a period of time determined in
accordance with the following:
(1) if a Triggering Event is triggered by an acquisition of
shares of common stock of the Company pursuant to a tender offer,
the Protected Period shall commence on the date of the initial
tender offer and shall continue through and including the date of
the Triggering Event, provided that in no case will the Protected
Period commence earlier than the date that is six months prior to
the Triggering Event;
(2) if a Triggering Event is triggered by a merger or
consolidation of the Company with any other corporation, the
Protected Period shall commence on the date that serious and
substantial discussions first take place to effect the merger or
consolidation and shall continue through and including the date of
the Triggering Event, provided that in no case will the Protected
Period commence earlier than the date that is six months prior to
the Triggering Event; and
(3) in the case of any Triggering Event not described in
clause (1) or (2) above, the Protected Period shall commence on the
date that is six months prior to the Triggering Event and shall
continue through and including the date of the Triggering Event.]
Words importing the singular shall include the plural and vice versa and
words importing the masculine shall include the feminine.
3. SHARES RESERVED UNDER PLAN
The aggregate number of Shares which may be issued under the Plan pursuant
to the exercise of Options or the grant of Restricted Stock shall not exceed
7,750,000 Shares, which may be treasury Shares or authorized but unissued
Shares, or a combination of the two, subject to adjustment as provided in
Paragraph 14 hereof; provided, however, in no event shall the number of Shares
of Restricted Stock granted under the Plan exceed 500,000 Shares (subject to
adjustment as provided in Paragraph 14 hereof) and, provided further, in no
event shall the number of Shares delivered through the exercise of Incentive
Stock Options exceed 1,000,000 Shares (subject to adjustment as provided in
Paragraph 14 hereof). Any Shares subject to an
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Option or grant of Restricted Stock (or portion thereof) which are settled in
cash, or Shares which are used in settlement of tax withholding obligations,
shall be deemed not to have been issued for purposes of determining the maximum
number of Shares available for issuance under the Plan. Likewise, if any Option
is exercised by tendering Shares, either actually or by attestation, to the
Company as full or partial payment for such exercise under this Plan, only the
number of Shares issued net of the Shares tendered shall be deemed issued for
purposes of determining the maximum number of Shares available for issuance
under the Plan. The Holder of an Option or 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. No Employee shall be eligible to receive
Options, or Options granted in tandem with SARs, for more than 500,000 Shares
during any three-year period, subject to adjustment as provided in Paragraph 14
hereof. In addition, no Employee shall be eligible to receive Restricted Stock
in an amount in excess of $2,500,000 (valuing the Shares at their Market Price
on the date of grant) during any three-year period.
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors with respect to
grants to Directors under the Plan. The Plan shall be administered as follows
with respect to Employees:
(a) The Plan shall be administered by the Committee. Except as otherwise
determined by the Board of Directors, the Committee shall be so constituted as
to permit the Plan to comply with Rule 16b-3 of the Exchange Act, as such rule
is currently in effect or as hereafter modified or amended ("Rule 16b-3"),
Section 162(m) of the Code and any regulations promulgated thereunder, or any
other statutory rule or regulatory requirements. The members of the Committee
shall be appointed from time to time by the Board of Directors. A majority of
the Committee shall constitute a quorum thereof and the acts of a majority of
the members present at any meeting of the Committee of which a quorum is
present, or acts approved in writing by all of the members of the Committee,
shall be the acts of the Committee.
(b) The Committee shall have sole authority in its discretion, but always
subject to the express provisions of the Plan, to determine the exercise price
of the Shares covered by each Option, the Employees to whom and the time or
times at which Options and Restricted Stock shall be granted, the amount of
Restricted Stock to be granted, the number of Shares to be subject to each
Option and the extent to which Options may be exercised in installments; to
interpret the Plan; to prescribe, amend, and rescind rules and regulations
pertaining to the Plan; to determine the terms and provisions of the respective
Option Agreements and Restricted Stock grants; and to make all other
determinations and interpretations deemed necessary or advisable for the
administration of the Plan. The Committee's determination of the foregoing
matters shall be conclusive and binding on the Company, all Employees, all
Holders and all other persons.
5. ELIGIBILITY
Only Directors and Employees shall be eligible to receive Options under
the Plan and only Employees shall be eligible to receive Restricted Stock under
the Plan. In determining the Employees to whom Options and Restricted Stock
shall be granted and the number of Shares to
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be covered by each Option or grant of Restricted Stock, the Committee may take
into account the nature of the services rendered by the respective Employees,
their present and potential contributions to the success of the Company, and
other such factors as the Committee in its discretion shall deem relevant.
Options and Restricted Stock may be granted to Employees who are foreign
nationals on such terms and conditions different from those specified in the
Plan as the Committee considers necessary or advisable in order to achieve the
objectives of the Plan or to comply with applicable laws, including, at the
Committee's sole discretion, the setting of equivalent exercise prices in both
U.S. dollars and the local currency of such an Employee. An Employee who has
been granted an Option or Restricted Stock under the Plan may be granted
additional Options or Restricted Stock under the Plan if the Committee shall so
determine subject to the limitations contained in Paragraph 3. The Company shall
effect the granting of Options under the Plan by execution of Option Agreements.
No Option or Restricted Stock may be granted under the Plan to any Employee who
is then a member of the Committee.
6. OPTIONS: GENERAL PROVISIONS
(a) The following provisions apply to Options granted to Employees under
this Plan:
(i) Types of Options. An Option to purchase Shares granted pursuant
to this Plan shall be specified to be either an Incentive Stock Option (as
described in Paragraph 7) or a Nonstatutory Stock Option (as described in
Paragraph 8). An Option Agreement executed pursuant to this Plan may
include both an Incentive Stock Option and a Nonstatutory Stock Option,
provided each Option is clearly identified as either an Incentive Stock
Option or a Nonstatutory Stock Option. An Option Agreement executed
pursuant to this Plan shall in no event provide for the grant of a tandem
Option, wherein two Options are issued together and the exercise of one
affects the right to exercise the other.
(ii) General Exercise Period. No Option granted under this Plan
shall provide for its exercise earlier than one year from the date of
grant except as otherwise determined by the Committee. The Committee may,
in its discretion, (i) require that a Holder be employed by the Company or
a Subsidiary for a designated number of years prior to the exercise by the
Holder of any Option or portion of an Option granted under this Plan, and
(ii) determine the periods during which Options or portions of Options may
be exercised by a Holder. Any of the foregoing requirements or limitations
may be reduced or waived by the Committee in its discretion, unless such
reduction or waiver is prohibited by the Code or other applicable law.
Notwithstanding any limitation established by the Committee on the
exercise of any Option or anything else to the contrary herein contained,
upon the occurrence of a Triggering Event, all outstanding Options shall
become immediately exercisable. [Effective for grants made on or after
October 29, 2002, the fourth sentence of Paragraph 6(a)(ii) will read as
follows: Notwithstanding any limitation established by the Committee on
the exercise of any Option or anything else to the contrary herein
contained, upon the occurrence of a Triggering Event, all outstanding
Options shall become immediately exercisable, and if a Holder ceases to be
an Employee during a Protected Period because of a termination of the
Holder's employment by the Company other than for Cause, all Options held
by such Holder shall become immediately exercisable.]
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Notwithstanding the foregoing, no Stock Option shall (i) be granted after
ten (10) years from the date this Plan is adopted by the Company's Board
of Directors, or (ii) be exercisable after the expiration of ten (10)
years from its date of grant. Every Option which has not been exercised
within ten years of its date of grant shall lapse upon the expiration of
said ten-year period unless it shall have lapsed at an earlier date.
(iii) Stock Appreciation Rights. Stock appreciation rights ("SARs")
may be granted in tandem with Incentive Stock Options and Nonstatutory
Stock Options and each SAR granted under this Plan shall be subject to
such terms and conditions not inconsistent with the Plan as the Committee
shall impose, including the following:
(1) An SAR shall be exercisable only to the extent the
underlying Option is exercisable.
(2) An SAR shall expire no later than the expiration of the
underlying Option.
(3) An SAR shall be transferable only when the underlying
Option is transferable, and under the same conditions.
(4) An SAR shall entitle the Holder to receive from the
Company, in exchange for the surrender of an Option as to all or any
portion of the Shares subject thereto, that number of full Shares
having an aggregate Market Price, as of the date of surrender,
substantially equal to (but not more than) the excess of the Market
Price of one Share on the business day immediately preceding the
date of surrender (the "Valuation Date") over the option exercise
price specified with respect to such Option as set forth in the
applicable Option Agreement, multiplied by the number of Shares as
to which the Option is surrendered. However, the Company, as
determined in the sole discretion of the Committee, shall be
entitled to elect to settle its obligation arising out of the
exercise of an SAR by the payment of cash equal to the aggregate
Market Price of the Shares it would otherwise be obligated to
deliver, or by the issuance of a combination of Shares and cash, in
the proportions determined by the Committee, equal to the aggregate
Market Price of the Shares the Company would otherwise be obligated
to deliver.
(5) An SAR can be exercised only when there is a positive
spread, i.e., when the Market Price of the Shares subject to the
Option exceeds the exercise price of such Option. An SAR can be
exercised only at such times expressly permitted by Rule 16b-3 of
the Exchange Act and such other securities laws as may be applicable
to the exercise of such SAR.
(iv) Payment of Exercise Price. The exercise price shall be payable
in whole or in part in cash, Shares held by the Holder for more than six
months, other property, or such other consideration consistent with the
Plan's purpose and applicable law as may be determined by the Committee
from time to time. Unless otherwise determined by the Committee, such
price shall be paid in full at the time that an Option is exercised. If
the
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Holder elects to pay all or a part of the exercise price in Shares, such
Holder may make such payment by delivering to the Company a number of
Shares already owned by the Holder for more than six months which are
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.
(b) The Board of Directors shall adopt procedures governing Options
granted to Directors under this Plan, including procedures relating to the
number of Shares covered by an Option, the exercise price of an Option, the
exercise period for an Option and the payment of the exercise price for an
Option, which procedures shall be consistent with the terms governing such
matters under the 1991 Directors Stock Option Plan of Manpower Inc. as in effect
on May 1, 2001.
7. INCENTIVE STOCK OPTIONS
This Paragraph sets forth the special provisions that govern Incentive
Stock Options granted to Employees under this Plan. Any Incentive Stock Option
granted under this Plan may, if so expressly stated in the Option Agreement
pertaining to such Option, include an SAR, as described in Subparagraph 6(c),
above.
(a) Maximum Calendar Year Grant to Any Employee. The aggregate fair
market value (determined at the time the Option is granted) of the Shares
with respect to which Incentive Stock Options are exercisable for the
first time by any Holder during any calendar year under this Plan (and
under all other plans of the Company or any Subsidiary) shall not exceed
$100,000, and/or any other limit as may be prescribed by the Code from
time to time.
(b) Option Exercise Price. The per share purchase price of the
Shares under each Incentive Stock Option granted pursuant to this Plan
shall be determined by the Committee but shall not be less than 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.
8. NONSTATUTORY STOCK OPTIONS
This Paragraph sets forth the special provisions that govern Nonstatutory
Stock Options granted under this Plan. Any Nonstatutory Stock Option granted to
an Employee under this Plan may, if so expressly stated in the Option Agreement
pertaining to such Option, include an SAR, as described in Subparagraph 6(c),
above, either at the time of grant or by subsequent amendment of the Option
Agreement.
Option Exercise Price. The per share purchase price of the Shares
under each Nonstatutory Stock Option granted pursuant to this Plan shall
be determined by the Committee but shall not be less than 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
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date of grant shall be the Market Price for the business day immediately
preceding the date of grant of such Option.
9. RESTRICTED STOCK
(a) Restrictions. All Restricted Stock shall be subject to the
following restrictions:
(1) The Restricted Stock may not be sold, assigned, conveyed,
donated, pledged, transferred or otherwise disposed of or encumbered
for the period described in Subparagraph (a)(2), below, subject to
the provisions of Subparagraph (a)(4), below. In the event that a
Holder shall sell, assign, convey, donate, pledge, transfer or
otherwise dispose of or encumber the Restricted Stock, said
Restricted Stock shall, at the Committee's option, and in addition
to such other rights and remedies available to the Committee
(including the right to restrain or set aside such transfer), upon
written notice to the transferee thereof at any time within ninety
(90) days after its discovery of such transaction, be forfeited to
the Company.
(2) The nature and extent of any additional restrictions and
the period for which shares shall be restricted (the "Restricted
Period") shall be determined by the Committee. Except as otherwise
determined by the Committee, the Restricted Period shall be seven
years and the restrictions imposed upon such Restricted Stock shall
automatically lapse as to one-fifth of such Restricted Stock on the
last day of each of the third, fourth, fifth, sixth and seventh
years after the date of grant of such Restricted Stock.
(3) Except as provided in Subparagraph (a)(4), below, in the
event that a Holder's employment with the Company or a Subsidiary is
terminated for any reason, said Restricted Stock shall be forfeited
to the Company unless the Committee, in its sole discretion,
determines otherwise.
(4) In the event a Holder terminates his employment with the
Company or a Subsidiary because of normal retirement (as defined in
the Manpower Inc. Retirement Plan or any successor plan providing
retirement benefits), death, Disability, early retirement with the
consent of the Committee, or for other reasons determined by the
Committee in its sole discretion to be appropriate, all such
restrictions which would otherwise be in effect by virtue of this
Subparagraph (a) shall immediately lapse.
(5) Notwithstanding anything to the contrary herein contained,
upon the occurrence of a Triggering Event, the restrictions provided
in this Subparagraph (a) applicable to any Restricted Stock then
held by a Holder shall immediately lapse, and all such Restricted
Stock shall be treated as Shares of the Company and the holders
thereof shall be entitled to receive the same
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consideration thereupon, if any, payable to the holders of
outstanding Shares of the Company in connection with the Triggering
Event.
[Effective for grants made on or after October 29, 2002,
Paragraph 9(a)(5) will read as follows:
(5) Notwithstanding anything to the contrary herein contained,
upon the occurrence of a Triggering Event, and in the case of any
individual Holder upon the Holder ceasing to be an Employee during a
Protected Period because of a termination of the Holder's employment
by the Company other than for Cause, the restrictions provided in
this Subparagraph (a) applicable to any Restricted Stock then held
by a Holder shall immediately lapse, and all such Restricted Stock
shall be treated as Shares of the Company and the holders thereof
shall be entitled to receive the same consideration thereupon, if
any, payable to the holders of outstanding Shares of the Company in
connection with the Triggering Event.]
(b) Rights as Shareholders. During the Restricted Period, the
Committee may, in its discretion, limit the shareholder rights granted to
a Holder with respect to the Restricted Stock including, but not by way of
limitation, the right to vote such Restricted Stock and to receive
dividends thereon. The Company will retain custody of the stock
certificates representing Restricted Stock during the Restricted Period as
well as a stock power signed by the Employee to be used in the event the
Restricted Stock is forfeited pursuant to Subparagraph (a) hereof.
10. CESSATION OF EMPLOYEE STATUS
(a) Any Holder who ceases to be an Employee due to retirement on or
after such Holder's normal retirement date (as defined in the Manpower
Inc. Retirement Plan or any successor plan providing retirement benefits)
or due to early retirement with the consent of the Committee shall have
one (1) year from the date of such cessation to exercise any Option
granted hereunder as to all or part of the Shares subject to such Option;
provided, however, that no Option shall be exercisable subsequent to ten
(10) years after its date of grant, and provided further that on the date
the Holder ceases to be an Employee, he then has a present right to
exercise such Option.
(b) Any Holder who ceases to be an Employee due to Disability shall
have one (1) year from the date of such cessation to exercise any Option
granted hereunder as to all or part of the Shares subject to such Option
to the extent the Holder then has a present right to exercise such Option
or would have become entitled to exercise such Option had the Holder
remained an Employee during such one-year period; provided, however, that
no Option shall be exercisable subsequent to ten (10) years after its date
of grant.
(c) In the event of the death of a Holder while an Employee, any
Option granted to such Holder shall, as to all or any part of the Shares
subject to such Option, be exercisable:
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(1) For one (1) year after the Holder's death, but in no event
later than ten (10) years from its date of grant;
(2) Only (A) by the deceased Holder's designated beneficiary
(such designation to be made in writing at such time and in such
manner as the Committee shall approve or prescribe), or, if the
deceased Holder dies without a surviving designated beneficiary, (B)
by the personal representative, administrator, or other
representative of the estate of the deceased Holder, or by the
person or persons to whom the deceased Holder's rights under the
Option shall pass by will or the laws of descent and distribution;
and
(3) Only to the extent that the deceased Holder would have
been entitled to exercise such Option on the date of the Holder's
death or would have become entitled to exercise such Option had the
Holder remained employed during such one-year period.
A Holder who has designated a beneficiary for purposes of Subparagraph
10(c)(2)(A), above, may change such designation at any time, by giving
written notice to the Committee, subject to such conditions and
requirements as the Committee may prescribe in accordance with applicable
law.
(d) If a Holder ceases to be an Employee for a reason other than
those specified above, the Holder shall have three (3) months from the
date of such cessation to exercise any Option granted hereunder as to all
or part of the Shares subject thereto; provided, however, that no Option
shall be exercisable subsequent to ten (10) years after its date of grant,
and provided further that on the date the Holder ceases to be an Employee,
he then has a present right to exercise such Option. Notwithstanding the
foregoing, (i) if a Holder ceases to be an Employee for Cause, to the
extent an Option is not effectively exercised prior to such cessation, it
shall lapse immediately upon such cessation and (ii) if a Holder ceases to
be an Employee in anticipation of, or as a result of, a Triggering Event
which results in a transaction which will be accounted for using the
pooling of interests accounting method, any Holder who is an executive
officer for purposes of Section 16(b) of the Exchange Act shall have the
greater of (a) six (6) months and (1) day or (b) ten (10) business days
following the release of 30 days of combined results of the Company and
any acquiring company, to exercise any Option granted hereunder as to all
or part of the Shares subject thereto.
(e) The Committee may in its sole discretion increase the periods
permitted for exercise of an Option if a Holder ceases to be an Employee
as provided in Subparagraphs 10(a), (b), (c) and (d), above, if allowable
under applicable law; provided, however, in no event shall an Option be
exercisable subsequent to ten (10) years after its date of grant.
(f) The Plan shall not confer upon any Holder any right with respect
to continuation of employment by the Company or a Subsidiary, nor shall it
interfere in any
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way with the right of the Company or such Subsidiary to terminate any
Holder's employment at any time.
11. TRANSFERABILITY
(a) The following provisions apply to Options and SARs granted to
Employees under this Plan:
(i) Except as otherwise provided in this Paragraph 11, or unless
otherwise provided by the Committee, Options and SARs granted to a Holder
under this Plan shall be not transferable, and during the lifetime of the
Holder shall be exercisable only by the Holder. A Holder shall have the
right to transfer the Options and SARs granted to such Holder upon such
Holder's death, either pursuant to a beneficiary designation described in
Subparagraph 10(c)(2)(A), above, or, if the deceased Holder dies without a
surviving designated beneficiary, by the terms of such Holder's will or
under the laws of descent and distribution, subject to the limitations set
forth in Paragraph 10, above, and all such distributees shall be subject
to all terms and conditions of this Plan to the same extent as would the
Holder, except as otherwise expressly provided herein or as determined by
the Committee.
(ii) An Option Agreement may provide that Options are transferable
to members of the Holder's immediate family, to trusts for the benefit of
such immediate family members, and to partnerships in which such family
members are the only partners; provided, however, that Options granted to
any Holder subject to Section 16 of the Exchange Act shall be transferable
to members of the Holder's immediate family, to trusts for the benefit of
such immediate family members, and to partnerships in which such family
members are the only partners, provided the transferee agrees to be bound
by any vesting or other restrictions applicable to the Holder with respect
to the Options. For purposes of the preceding sentence, "immediate family"
shall mean a Holder's children, grandchildren, and spouse.
(b) The Board of Directors shall adopt procedures that govern the
transferability of Options granted to Directors under this Plan which shall be
consistent with the terms governing transferability under the 1991 Directors
Stock Option Plan of Manpower Inc. as in effect on May 1, 2001.
12. EXERCISE
An Option Agreement may provide for exercise of an Option by a Holder in
such amounts and at such times as shall be specified therein; provided, however,
except as provided in Paragraph 10, above, no Option may be exercised unless the
Holder is then in the employ of the Company or a Subsidiary and shall have been
continuously so employed since its date of grant. Except as other permitted by
the Committee, an Option shall be exercisable by a Holder's giving written
notice of exercise to the Secretary of the Company accompanied by payment of the
required exercise price. The Holder who elects to exercise an SAR shall so
notify the Secretary of the Company in writing, and, in conjunction therewith,
the Holder's Option Agreement shall
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be appropriately amended or cancelled. 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 Holder of such documents and information as
the Committee may deem necessary or appropriate in connection with such
registration or qualification.
Notwithstanding the preceding paragraph, an Option shall be exercisable by
a Director by such Director 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.
13. SECURITIES LAWS
Each Option Agreement and any grant of Restricted Stock 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.
14. ADJUSTMENT PROVISIONS
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 3, the number of Shares
subject to each outstanding Option, the number of Shares of Restricted Stock
outstanding, the exercise price applicable to each Option, the consideration to
be received upon exercise of each Option or SAR and/or the per Employee
limitation on the number of Shares subject to Options contained in Paragraph 3
shall be adjusted as deemed equitable by the Committee. In addition, the
Committee shall, in its sole discretion, have authority to provide, in
appropriate cases, for (i) waiver in whole or in part, of any remaining
restrictions or vesting requirements in connection with any Option, SAR or
Restricted Stock granted hereunder and/or (ii) the conversion of outstanding
Options or SARs into cash or other property to be received in certain of the
transactions specified in the preceding sentence upon effectiveness of such
transactions. Any adjustment, waiver, conversion or the like carried out by the
Committee under this Paragraph shall be conclusive and binding for all purposes
of the Plan.
Notwithstanding the foregoing paragraph, the Board of Directors shall
adopt procedures governing the adjustment of Options granted to Directors under
the Plan which shall be consistent with the terms governing adjustment of
Options in the 1991 Directors Stock Option Plan of Manpower Inc. as in effect on
May 1, 2001.
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15. TAXES
(a) The Company shall be entitled to pay or withhold the amount of
any tax which it believes is required as a result of the grant or exercise
of any Option or SAR under the Plan, and the Company may defer making
delivery with respect to cash and/or Shares obtained pursuant to exercise
of any Option or SAR until arrangements satisfactory to it have been made
with respect to any such withholding obligations. An Employee or Director
exercising an Option may, at his election, satisfy his obligation for
payment of required 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 required withholding tax or by
delivering to the Company Shares already owned by the Employee or 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
required withholding tax.
(b) An Employee who owns Restricted Stock and who has not made an
election under Section 83(b) of the Code may, at his election, satisfy his
obligation for payment of required withholding taxes by either having the
Company withhold from the shares to be delivered upon lapse of the
restrictions a number of Shares having an aggregate Market Price on the
date the Shares are withheld equal to the amount of the required
withholding tax or by delivering to the Company Shares already owned by
the Employee 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 required withholding tax. An Employee who owns
Restricted Stock and makes an election under Section 83(b) of the Code
may, at his election, satisfy his obligation for payment of required
withholding taxes by delivering to the Company Shares already owned by the
Employee 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 required withholding tax or cash.
16. EFFECTIVENESS OF THE PLAN
The Plan, as approved by the Company's Executive Compensation Committee
and Board of Directors, shall become effective as of the date of such approval,
subject to ratification of the Plan by the vote of the shareholders required
under Rule 16b-3(b) under the Exchange Act.
17. TERMINATION AND AMENDMENT
Unless the Plan shall theretofore have been terminated as hereinafter
provided, no Option or Restricted Stock shall be granted after February 23,
2004. 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, and, including,
but not limited to, modifications or amendments for the purpose of complying
with, or taking advantage of, income or other tax or legal requirements or
practices of foreign countries which are applicable to Employees; provided,
however, that the Board of Directors may not, unless
16
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 the Holder or a Director,
adversely affect the rights of such Holder or Director under an outstanding
Option or grant of Restricted Stock then held by the Holder or Director.
The Committee, or the Board of Directors in the case of Options held by
Directors, may amend, modify or terminate an outstanding Option or SAR,
including, but not limited to, substituting another award of the same or of a
different type, changing the date of exercise, or converting an Incentive Stock
Option into a Nonstatutory Stock Option; provided, however, that the Holder's or
Director's consent to such action shall be required unless the Committee or the
Board of Directors, as the case may be, determines that the action, taking into
account any related action, would not materially and adversely affect the Holder
or Director; provided, further, that the Committee may not adjust or amend the
exercise price of any outstanding Option or SAR, whether through amendment,
cancellation or replacement grants, or any other means.
18. OTHER BENEFIT AND COMPENSATION PROGRAMS
Payments and other benefits received by an Employee under an Option, SAR,
or Restricted Stock granted pursuant to the Plan shall not be deemed a part of
such Employee's regular, recurring compensation for purposes of the termination,
indemnity or severance pay law of any country and shall not be included in, nor
have any effect on, the determination of benefits under any other employee
benefit plan, contract or similar arrangement provided by the Company or any
Subsidiary unless expressly so provided by such other plan, contract or
arrangement, or unless the Committee expressly determines otherwise.
19. RULE 16B-3
(a) It is intended that the Plan meet all of the requirements of
Rule 16b-3 of the Exchange Act. If any provision of the Plan would
disqualify the Plan, or would not comply with, Rule 16b-3, such provision
shall be construed or deemed amended to conform to Rule 16b-3.
(b) Any election by an Employee subject to Section 16 of the
Exchange Act, pursuant to Paragraph 6(a)(iv) or 15 hereof, may be made
only during such times as permitted by Rule 16b-3 and may be disapproved
by the Committee any time after the election.
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20. TENURE
The grant of an Option to a Director 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.
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SECTION B
1. GENERAL
(a) Except to the extent not inconsistent with the terms
specifically set out below, this Section B incorporates all of the
provisions of Section A. This Section B of the Plan shall apply to
Employees who are employed in the United Kingdom; and shall be referred to
below as the "Scheme". This Section B, as restated, became effective on
October 29, 2002 following the approval of certain amendments by the Board
of Directors of the Company and the Board of Inland Revenue.
(b) SARs shall not be granted in tandem with Options granted to
Employees under the Scheme.
(c) Neither Nonstatutory Stock Options nor Restricted Stock shall be
granted to Employees under the Scheme.
(d) Except as otherwise indicated herein, all Options granted under
the Scheme shall be subject to the provisions of Section A relating to
"Incentive Stock Options," except that such Options shall not be required
to be specified to be "Incentive Stock Options."
2. DEFINITIONS
In this Scheme the following words and expressions have the following
meanings except where the context otherwise requires:
(a) "Act" shall mean the Income and Corporation Taxes Act 1988.
(b) "Approval" shall mean approval under Schedule 9.
(c) "Approved Scheme" shall mean a share option scheme, other than a
savings-related share option scheme, approved under Schedule 9.
(d) "Employee" shall mean any employee of the Company or its
Subsidiaries, provided that no person who is precluded from participating
in the Scheme by paragraph 8 of Schedule 9 shall be regarded as an
Employee.
(e) "Exercise Price" shall mean the Market Price as defined in
Paragraph 2 of Section A for the business day immediately preceding the
date of grant of an Option unless the Committee determines, in its sole
discretion, to apply, in addition or alternatively, the following
definition. The Committee, in its sole discretion, may determine that
"Exercise Price" shall mean the following:
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(i) If, at the date of grant, Shares are listed on the London
Stock Exchange, then the Exercise Price shall be an amount equal to
the middle market quotation of a Share on the day prior to the date
of grant of the Option as ascertained from the Daily Official List
of the London Stock Exchange; or
(ii) If, at the date of grant, Shares are not listed on the
London Stock Exchange, then the Exercise Price shall be such amount
as the Committee considers represents the market value of a Share
and is agreed in advance for the purposes of the Scheme with the
Shares Valuation Division of the Inland Revenue, provided that the
Exercise Price shall not be less than the par value of a Share.
(f) "London Stock Exchange" shall mean London Stock Exchange Limited
or its successor body operating the London Stock Exchange.
(g) "Redundancy" shall mean dismissal by reason of redundancy within
the meaning of the Employment Rights Act 1996.
(h) "Revenue Limit" shall mean GBP 30,000 or such other amount as
may from time to time be the appropriate limit for the purpose of
paragraph 28(1) of Schedule 9.
(i) "Schedule 9" shall mean Schedule 9 to the Act.
(j) "Share" shall mean $0.01 par value common stock of the Company
which satisfies the conditions of paragraphs 10 to 14 of Schedule 9.
(k) "Subsidiary" shall mean a company which is for the time being a
subsidiary of the Company within the meaning of Section 736 of the
Companies Act 1985.
Other words or expressions, so far as not inconsistent with the context,
have the same meanings as in Schedule 9.
Any reference to a statutory provision shall be deemed to include that
provision as the same may from time to time hereafter be amended or re-enacted.
3. LIMITS
An Option granted to an Employee shall be limited and take effect so that
the aggregate market value of Shares subject to that Option, taken together with
the aggregate market value of Shares which the Employee may acquire in pursuance
of rights obtained under the Scheme or under any other Approved Scheme
established by the Company or by any associated company (within the meaning of
Section 187(2) of the Act) of the Company (and not exercised), shall not exceed
the Revenue Limit. Such aggregate market value shall be determined at the time
the rights are obtained.
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4. TERMS OF OPTIONS
(a) No Option granted under the Scheme may be transferred, assigned,
charged or otherwise alienated. The provisions of Paragraph 11 of Section
A shall not apply for the purposes of this Scheme.
(b) An Option granted under the Scheme shall not be exercised by a
Holder at any time when he is ineligible to participate by virtue of
paragraph 8 of Schedule 9.
(c) As provided in Paragraph 12 of Section A an Option shall be
exercised by notice in writing given by the Holder to the Secretary of the
Company accompanied by payment of the required Exercise Price which must
be satisfied in cash. The provisions of Subparagraph 6(b) of Section A
shall not apply for the purposes of this Scheme.
(d) For the purposes of this Scheme, Subparagraph 10(b) of Section A
shall read:
"Any Holder who ceases to be an Employee due to Disability,
injury, Redundancy, or his employer ceasing to be a Subsidiary or
the operating division by which he is employed being disposed of by
a Subsidiary or the Company shall have:
(1) One (1) year from the date of such cessation due to
Disability to exercise any Option granted hereunder as to all
or part of the Shares subject to such Option; provided,
however, that no Option shall be exercisable subsequent to ten
(10) years after its date of grant, and provided further that
on the date the Holder ceases to be an Employee, he then has a
present right to exercise such Option; and
(2) Six (6) months from the date of such cessation due
to injury, Redundancy, or his employer ceasing to be a
Subsidiary or the operating division by which he is employed
being disposed of by a Subsidiary or the Company to exercise
any Option granted hereunder as to all or part of the Shares
subject to such Option; provided, however, that no Option
shall be exercisable subsequent to ten (10) years after its
date of grant, and provided further that on the date the
Holder ceases to be an Employee, he then has a present right
to exercise such Option".
(e) For the purposes of this Scheme, Subparagraph 10(c)(2) of
Section A shall read:
"Only by the personal representative, administrator or the
representative of the estate of the deceased Holder; and".
21
(f) For the purposes of this Scheme, Subparagraph 10(d) of Section A
shall read:
"If a Holder ceases to be an Employee for a reason other than
those specified above, the Holder shall have three (3) months from
the date of such cessation to exercise any Option granted hereunder
as to all or part of the Shares subject thereto; provided, however,
that no Option shall be exercisable subsequent to ten (10) years
after its date of grant, and provided further that on the date the
Holder ceases to be an Employee, he then has a present right to
exercise such Option. Notwithstanding the foregoing, if a Holder
ceases to be an Employee for Cause, to the extent an Option is not
effectively exercised prior to such cessation, it shall lapse
immediately upon such cessation."
(g) For the purposes of this Scheme, Subparagraph 10(e) of Section A
shall read:
"The Committee may in its sole discretion increase the periods
permitted for exercise of an Option as provided in Subparagraphs
10(a), (b), (c) and (d) above; provided, however, in no event shall
an Option be exercisable subsequent to ten (10) years after its date
of grant, except under Subparagraph 10(c) when an Option shall be
exercisable subsequent to ten (10) years after its date of grant,
provided that such Option is exercised within one (1) year after the
Holder's death."
(h) Paragraph 15 of Section A shall not apply for purposes of this
Scheme.
(i) The second paragraph of Paragraph 17 of Section A providing for
the amendment of outstanding Options shall not apply for purposes of this
Scheme.
5. ADJUSTMENTS
The adjustment provisions in the first sentence of Paragraph 14 of Section
A shall apply for the purposes of this Scheme where there is a variation of the
share capital of the Company within the meaning of Paragraph 29 of Schedule 9,
provided that no such adjustment shall be made without the prior approval of the
Board of Inland Revenue and the class of Shares subject to Options shall not be
altered unless following such alteration, the shares would comply with
Paragraphs 10 to 14 of Schedule 9.
6. ADMINISTRATION OR AMENDMENT
(a) The Scheme shall be administered under the direction of the
Committee as set out in Section A provided that:
(i) for so long as the Committee determines that the Scheme is
to be an Approved Scheme no amendment shall be made without the
prior approval of the Board of Inland Revenue; and
22
(ii) if an amendment is proposed at a time when the Scheme is
an Approved Scheme the Committee shall notify the Board of Inland
Revenue prior to making such amendment.
23