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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended:
MARCH 31, 1998
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or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from: to
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Commission file number: 1-10686
MANPOWER INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1672779
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
5301 N. IRONWOOD ROAD
MILWAUKEE, WISCONSIN 53217
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
Including area code: (414) 961-1000
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Shares Outstanding
Class at March 31, 1998
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Common Stock, 80,620,606
$.01 par value
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MANPOWER INC. AND SUBSIDIARIES
INDEX
Page
Number
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (unaudited)
- Consolidated Balance Sheets ................... 3 - 4
- Consolidated Statements of Operations ......... 5
- Consolidated Statements of Cash Flows ......... 6
- Notes to Consolidated Financial Statements .... 7 - 9
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations........ 10 - 12
Item 3 - Quantitative and Qualitative Disclosures
About Market Risk.................................... 12
PART II - OTHER INFORMATION AND SIGNATURES
Item 5 - Other Information.................................... 12
Item 6 - Exhibits and Reports on Form 8-K..................... 12
Signatures ....................................................... 13
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS)
ASSETS
MARCH 31, DEC. 31,
1998 1997
---- ----
CURRENT ASSETS:
Cash and cash equivalents $ 144,251 $ 142,246
Accounts receivable, less allowance for
doubtful accounts of $36,192 and $38,019, respectively 1,412,525 1,437,378
Prepaid expenses and other assets 57,105 60,164
Future income tax benefits 48,402 47,113
----------- ----------
Total current assets 1,662,283 1,686,901
OTHER ASSETS:
Investments in licensees 33,234 32,763
Other assets 201,481 190,990
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Total other assets 234,715 223,753
PROPERTY AND EQUIPMENT:
Land, buildings, leasehold improvements and equipment 341,133 324,770
Less: accumulated depreciation and amortization 195,954 188,394
----------- ----------
Net property and equipment 145,179 136,376
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Total assets $ 2,042,177 $2,047,030
=========== ==========
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
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4
MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
LIABILITIES AND STOCKHOLDERS' EQUITY
MARCH 31, DEC. 31,
1998 1997
---- ----
CURRENT LIABILITIES:
Payable to banks $ 48,227 $ 69,848
Accounts payable 305,866 271,064
Employee compensation payable 57,777 68,416
Accrued liabilities 109,022 108,615
Accrued payroll taxes and insurance 210,701 248,605
Value added taxes payable 217,803 223,538
Income taxes payable 11,780 13,303
Current maturities of long-term debt 1,312 1,288
----------- ----------
Total current liabilities 962,488 1,004,677
OTHER LIABILITIES:
Long-term debt 206,302 189,786
Other long-term liabilities 237,431 235,004
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Total other liabilities 443,733 424,790
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, authorized 25,000,000 shares,
none issued -- --
Common stock, $.01 par value, authorized 125,000,000 shares,
issued 83,053,006 and 82,778,873 shares, respectively 831 828
Capital in excess of par value 1,597,964 1,590,704
Accumulated deficit (826,505) (848,195)
Cumulative translation adjustments (51,248) (40,688)
Treasury stock at cost, 2,432,400 shares (85,086) (85,086)
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Total stockholders' equity 635,956 617,563
----------- ----------
Total liabilities and stockholders' equity $ 2,042,177 $2,047,030
=========== ==========
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
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MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
3 MONTHS ENDED
MARCH 31,
1998 1997
---- ----
Revenues from services $1,872,866 $1,521,002
Cost of services 1,545,508 1,244,347
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Gross profit 327,358 276,655
Selling and administrative expenses 290,595 236,301
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Operating profit 36,763 40,354
Interest and other Income (expense) (3,144) (666)
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Earnings before income taxes 33,619 39,688
Provision for income taxes 11,929 13,089
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Net earnings $ 21,690 $ 26,599
========== ==========
Net earnings per share $ .27 $ .32
========== ==========
Net earnings per share - assuming dilution $ .26 $ .32
========== ==========
Weighted average common shares 80,557 81,846
========== ==========
Weighted average common shares - assuming dilution 81,921 83,558
========== ==========
The accompanying notes to consolidated financial statements
are an integral part of these statements.
MANPOWER INC. AND SUBSIDIARIES
SUPPLEMENTAL SYSTEMWIDE INFORMATION (UNAUDITED)
(IN THOUSANDS)
3 MONTHS ENDED
MARCH 31,
1998 1997
---- ----
Systemwide Sales $2,276,913 $1,850,584
========== ==========
Systemwide information represents the total of Company-owned branches
and franchises.
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MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
3 MONTHS ENDED
MARCH 31,
1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 21,690 $ 26,599
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 12,549 9,872
Deferred income taxes (1,701) (344)
Provision for doubtful accounts 1,840 2,844
Changes in operating assets and liabilities:
Accounts receivable (1,746) (35,986)
Other assets 770 (12,030)
Other liabilities (1,462) 29,745
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Cash provided by operating activities 31,940 20,700
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (28,188) (18,016)
Proceeds from the sale of property and equipment 609 690
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Cash used in investing activities (27,579) (17,326)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in payable to banks (19,940) (4,862)
Proceeds from long-term debt 16,917 23,664
Repayment of long-term debt (349) (312)
Repurchase of common stock -- (21,164)
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Cash used in financing activities (3,372) (2,674)
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Effect of exchange rate changes on cash 1,016 (979)
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Net change in cash and cash equivalents 2,005 (279)
Cash and cash equivalents, beginning of period 142,246 180,553
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Cash and cash equivalents, end of period $ 144,251 $ 180,274
========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 3,074 $ 1,741
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Income taxes paid $ 14,458 $ 14,785
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The accompanying notes to consolidated financial statements
are an integral part of these statements.
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MANPOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(1) Basis of Presentation
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission, although the Company believes that the
disclosures are adequate to make the information presented not misleading. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements included in th Company's latest annual report
on Form 10-K for the year ended December 31, 1997.
(2) Accounting Policies
During the first quarter of 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." This
statement establishes standards for the reporting and display of comprehensive
income and its components. Comprehensive income is the total of net earnings and
all other nonowner changes in stockholders' equity. Total comprehensive income
for the three months ended March 31, 1998 and 1997 is as follows:
3 Months Ended
March 31,
1998 1997
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Net earnings $ 21,690 $ 26,599
Change in cumulative translation adjustments (10,560) (31,562)
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Total comprehensive income (loss) $ 11,130 $ (4,963)
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In March of 1998 the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." This statement is effective for the
Company beginning in 1999 and is not expected to have a material impact on the
Consolidated Financial Statements.
(3) Interest Rate Swap
In January of 1998, the Company entered into an interest rate swap agreement,
expiring in 2001, to fix the interest rate at 6.0% on $50,000 of the Company's
borrowings under the revolving credit agreement. This swap agreement had an
immaterial impact on the recorded interest expense during the first quarter of
1998. As of March 31, 1998, the variable interest rate under the revolving
credit agreement was 5.9%.
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(4) Operational Results
The information furnished reflects all adjustments that, in the opinion of
management, are necessary for a fair statement of the results of operations for
the periods presented. Such adjustments are of a normal recurring nature.
(5) Earnings Per Share
During 1997 the Company adopted SFAS No. 128, "Earnings per Share." As a result,
the Company's reported earnings per share for the three months ended March 31,
1997 have been restated. The calculation of net earnings per share and net
earnings per share - assuming dilution for the three months ended March 31, 1998
and 1997, is as follows:
3 Months Ended
March 31,
1998 1997
---- ----
Net earnings per share:
Net earnings available to common shareholders $ 21,690 $ 26,599
Weighted average common shares outstanding 80,557 81,846
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$ .27 $ .32
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Net earnings per share - assuming dilution:
Net earnings available to common shareholders $ 21,690 $ 26,599
Weighted average common shares outstanding 80,557 81,846
Effect of dilutive stock options 1,364 1,712
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81,921 83,558
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$ .26 $ .32
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(6) Income Taxes
The Company has provided income taxes for the three month period ended March 31,
1998 at a rate of 35.5%, which is equal to the estimated annual effective tax
rate based on the currently available information. This rate is higher than the
effective tax rate for 1997 of 34.2% due to the increase in the corporate income
tax rate in France in 1997, from 36.6% to 41.6%, and a reduction in the
utilization of net operating loss carryforwards.
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(7) Business Segment Data by Geographical Segment
Geographical segment information is as follows:
3 Months Ended
March 31,
1998 1997
---- ----
Revenues from Services:
United States (a) $ 499,073 $ 447,401
France 721,389 514,386
United Kingdom 248,234 231,618
Other Europe 230,838 180,951
Other Countries 173,332 146,646
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$ 1,872,866 $ 1,521,002
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Earnings before Income Taxes:
United States $ 15,261 $ 17,198
France 12,067 10,774
United Kingdom 7,393 6,734
Other Europe 6,118 5,634
Other Countries 7,156 6,849
Other Corporate Expenses (11,232) (6,835)
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Operating Profit 36,763 40,354
Interest & Other Income (Expense) (3,144) (666)
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$ 33,619 $ 39,688
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(a) Total systemwide sales in the United States, which include sales of
Company-owned branches and franchises, was $831,250 and $732,250 for the
three months ended March 31, 1998 and 1997, respectively.
(8) Subsequent Events
On April 23, 1998, the Company's Board of Directors declared a cash dividend of
$.09 per share payable June 15, 1998 to shareholders of record on June 3, 1998.
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Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Operating Results - Three Months Ended March 31, 1998 and 1997
Revenues increased 23.1% to $1,872.9 million for the first quarter of 1998.
Revenues were unfavorably impacted by changes in currency exchange rates during
the quarter due to the strengthening of the U.S. Dollar relative to the
currencies in most of the Company's non-U.S. markets. At constant exchange
rates, the increase in revenues would have been 29.5%. Volume, as measured by
billable hours of branch operations, increased 24.1% in the quarter. All of the
Company's major markets experienced revenue increases, including the United
States (11.5 %), France (52.8% in French Francs) and Manpower-United Kingdom
(7.2% in Pounds Sterling).
Cost of services, which consists of payroll and related expenses of temporary
workers, increased as a percentage of revenues to 82.5% in the first quarter of
1998 from 81.8% in the first quarter of 1997. In certain of the Company's
European markets, government employment incentive programs are in place to
encourage employment by providing a credit against payroll taxes otherwise
payable. In France, legislation was enacted in late 1997 that reduced the amount
of such payroll tax credits beginning in January of 1998. This reduction is the
primary reason for the increased cost of services in 1998.
Selling and administrative expenses remained constant between years, at 15.5% of
revenues, despite significant investment in new markets and global
infrastructure improvements.
Interest and other expense was $3.1 million in the first quarter of 1998
compared to $666,000 in the first quarter of 1997. This increase is due to a
$1.1 million increase in net interest expense and a $734,000 increase in
translation losses. Net interest expense increased in the quarter as a result of
higher borrowing levels to finance the share repurchase program. The increase in
translation losses is due to losses recognized on the translation of the net
assets of our operations in highly inflationary economies.
The Company provided income taxes at a rate of 35.5% during the first quarter of
1998, equal to the estimated annual effective tax rate for 1998. This rate is
slightly higher than the annual effective tax rate for 1997 due to the increase
in the French corporate income tax rate (see Note 6 to Consolidated Financial
Statements) and a reduction in the utilization of net operating loss
carryforwards.
On a diluted basis, net earnings per share was $.26 in the first quarter of
1998, compared to $.32 per share in the first quarter of 1997. The 1998 earnings
were negatively impacted $.05 per share due to the lower currency exchange rates
in the first quarter of 1998 compared to the first quarter of 1997 and $.01 per
share due to the increase in the effective tax rate discussed above.
Liquidity and Capital Resources
Cash provided by operating activities was $31.9 million in the first three
months of 1998 compared to $20.7 million in the first three months of 1997. The
increase in cash provided reflects a decrease in working capital requirements
between periods, partially offset by a lower earnings level in 1998. Cash
provided by operating activities before the changes in working capital
requirements was $34.3 million in the first three months of 1998 compared to
$39.0 million in the first three months of 1997.
Capital expenditures were $28.2 million in the first three months of 1998
compared to $18.0 million during the first three months of 1997. These
expenditures include capitalized software of $7.4 million and $8.6 million in
the first three months of 1998 and 1997, respectively. The balance is comprised
of purchases of computer equipment, office furniture and other costs related to
office openings and refurbishments.
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Net cash used to retire borrowings was $3.4 million in the first three months of
1998 compared to net cash provided by additional borrowings of $18.5 million in
the first three months of 1997. The additional borrowings in 1997 were primarily
used to support the working capital growth and the repurchase of the Company's
common stock. The Company repurchased 665,600 shares of common stock during the
first three months of 1997, at a cost of $21.2 million. No shares were
repurchased during the first three months of 1998.
Accounts receivable decreased to $1,412.5 million at March 31, 1998 from
$1,437.4 million at December 31, 1997. This change is primarily due to the
impact of currency exchange rates during the first three months of 1998, which
reduced receivables by $25.9 million. At constant exchange rates, accounts
receivable increased $1.0 million.
As of March 31, 1998, the Company had borrowings of $159.6 million and letters
of credit of $52.0 million outstanding under its $415 million U.S. revolving
credit facility, and borrowings of $44.0 million outstanding under its U.S.
commercial paper program. The commercial paper borrowings have been classified
as long-term debt due to the availability to refinance them on a long-term basis
under the revolving credit facility.
The Company and some of its foreign subsidiaries maintain separate lines of
credit with foreign financial institutions to meet short-term working capital
needs. As of March 31, 1998, such lines totaled $145.9 million, of which $97.7
million was unused.
On April 23, 1998, the Company's Board of Directors declared a cash dividend of
$.09 per share which will be paid on June 15, 1998 to shareholders of record on
June 3, 1998.
Forward-Looking Statements
Certain information included or incorporated by reference in this filing and
identified by use of the words 'expects,' 'believes,' 'plans' or the like
constitutes forward-looking statements, as such term is defined in Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. In addition, any information included or incorporated by reference in
future filings by the Company with the Securities and Exchange Commission, as
well as information contained in written material, releases and oral statements
issued by or on behalf of the Company may include forward-looking statements.
All statements which address operating performance, events or developments that
the Company expects or anticipates will occur or future financial performance
are forward-looking statements.
These forward-looking statements speak only as of the date on which they are
made. They rely on a number of assumptions concerning future events and are
subject to a number of risks and uncertainties, many of which are outside of the
Company's control, that could cause actual results to differ materially from
such statements. These risks and uncertainties include, but are not limited to:
* Material changes in the demand from larger customers, including customers
with which the Company has national or global arrangements
* availability of temporary workers or increases in the wages paid to these
workers
* competitive market pressures, including pricing pressures
* ability to successfully invest in technology developments
* changes in customer attitudes toward the use of staffing services
* government or regulatory policies adverse to the employment services industry
* general economic conditions in international markets
* interest rate and exchange rate fluctuations
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The Company disclaims any obligation to update publicly or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
The Company's annual report on Form 10-K contains certain disclosures about
market risks affecting the Company. There have been no material changes to the
information provided which would require additional disclosures as of the date
of this filing.
PART II - OTHER INFORMATION
Item 5 - Other Information
On April 12, 1998, Audrey Freedman, a director of the Company since 1991, died.
The vacancy created by Ms. Freedman's death has not yet been filled by the
Board of Directors. The Board of Directors currently consists of Mitchell S.
Fromstein, Jon F. Chait, Dudley J. Godfrey, Jr., Marvin B. Goodman, J. Ira
Harris, Terry A. Hueneke, Newton N. Minow, Gilbert Palay and Dennis Stevenson.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 1991 Executive Stock Option and Restricted Stock Plan of
Manpower Inc. (Amended and Restated Effective February 23, 1998).
10.2 1994 Executive Stock Option and Restricted Stock Plan of Manpower
Inc. (Amended and Restated Effective February 23, 1998).
27 Financial Data Schedule
(b) Reports on Form 8-K - None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MANPOWER INC.
---------------------------------------------
(Registrant)
Date: May 15, 1998 /s/ Michael J. Van Handel
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Michael J. Van Handel
Vice President
Chief Accounting Officer & Treasurer
(Signing on behalf of the Registrant and as
Principal Accounting Officer)
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1991 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN
OF
MANPOWER INC.
(AMENDED AND RESTATED EFFECTIVE FEBRUARY 23, 1998)
PURPOSE OF THE PLAN
The purpose of the Plan is to attract and retain superior Employees, to
provide a stronger incentive for such Employees 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. The Board of Directors of the Company 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 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) "CER" shall mean a cash equivalent right granted in
connection with a Purchase Right pursuant to Paragraph 10 of the Plan.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Committee" shall mean the Committee of the Board of
Directors constituted as provided in Paragraph 4 of the Plan.
(d) "Company" shall mean Manpower Inc., a Wisconsin
corporation.
(e) "Disability" shall mean a physical or mental incapacity
which, as determined by the Committee, results in a Holder ceasing to
be an Employee.
(f) "Employee" shall mean an individual who is an employee of
the Company or a Subsidiary.
2
(g) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(h) "Holder" shall mean an Employee to whom an Option or
Purchase Right has been granted.
(i) "Incentive Stock Option" shall mean an option to purchase
Shares which complies with the provisions of Section 422 of the Code.
(j) "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.
(k) "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.
(l) "Option" shall mean an Incentive Stock Option or
Nonstatutory Stock Option granted under the Plan.
(m) "Option Agreement" shall mean the agreement between the
Company and an Employee whereby an Option is granted to such Employee.
(n) "Plan" shall mean the 1991 Executive Stock Option and
Restricted Stock Plan of the Company.
(o) "Purchase Right" shall mean a right to purchase Shares
granted pursuant to Paragraph 9 of the Plan.
(p) "Purchase Right Agreement" shall mean the agreement
between the Company and an Employee whereby a Purchase Right is granted
to such Employee.
(q) "Purchaser" shall mean a Holder who has exercised a
Purchase Right and purchased Shares pursuant thereto.
(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" shall mean the $0.01 par value common stock of
the Company.
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3
(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
(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
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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.
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.
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 or sold under the
Plan and which are subject to outstanding Options or Purchase Rights at any time
shall not exceed 3,625,000 Shares, which may be treasury Shares or authorized
but unissued Shares, or a combination of the two, subject to adjustment as
provided in Paragraph 15 hereof; provided, however, in no event shall the number
of Shares sold through the exercise of Purchase Rights granted under the Plan
and the number of Shares subject to outstanding Purchase Rights at any time
exceed in the aggregate more than 1,000,000 Shares (subject to adjustment as
provided in Paragraph 15 hereof). Any Shares subject to an Option or Purchase
Right which expires or terminates for any
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reason (whether by voluntary surrender, lapse of time, termination of employment
or otherwise) and is unexercised as to such Shares, and any Shares repurchased
by the Company pursuant to the restriction provisions set forth in Paragraph 9,
below, may again be the subject of an Option or Purchase Right under the Plan
subject to the limits set forth above. The Holder of an Option 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.
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee. The Committee shall be
so constituted as to permit the Plan to comply with Rule 16b-3 of the Exchange
Act or any successor rule or other 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 a majority of the entire
Committee, shall be the acts of the Committee.
The Committee shall have sole authority in its discretion, but always
subject to the express provisions of the Plan, to determine the purchase or
exercise price of the Shares covered by each Option or Purchase Right, the
Employees to whom and the time or times at which Options and Purchase Rights
shall be granted, the number of Shares to be subject to each Option or Purchase
Right, and the extent to which Options and Purchase Rights 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 Purchase Right Agreements; 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, all Purchasers and all other persons.
5. ELIGIBILITY
Only Employees shall be eligible to receive Options and Purchase Rights
under the Plan. In determining the Employees to whom Options and Purchase Rights
shall be granted and the number of Shares to be covered by each Option or
Purchase Right, 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 Purchase Rights 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 and/or purchase prices in both U.S. dollars and the local currency of
such an Employee. An Employee who has been granted an Option or Purchase Right
under the Plan may be granted additional Options or Purchase Rights under the
Plan if the Committee shall so determine. In addition, the Committee may at any
time, regardless of the then current fair market
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value of the Shares, grant new Options to an Employee in exchange for the
surrender, at the option of the Employee, of a previously granted Option. The
Company shall effect the granting of Options and Purchase Rights under the Plan
by execution of, respectively, Option Agreements and Purchase Right Agreements
in such form as shall be approved by the Committee. No Option or Purchase Right
may be granted under the Plan to any person who is then a member of the
Committee.
6. OPTIONS: GENERAL PROVISIONS
(a) 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.
(b) General Exercise Period. No Option granted under this Plan
shall provide for its exercise earlier than six (6) months from its
date of grant. 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, including
the limitation contained in the first sentence of this Subparagraph
6(b), subsequently 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; provided,
however, that no Option shall be exercisable more than ten years after
the date of its grant.
(c) 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) A SAR shall be exercisable only to the extent the
underlying Option is exercisable.
(2) A SAR shall expire no later than the expiration
of the underlying Option.
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(3) A SAR shall be transferable only when the
underlying Option is transferable, and under the same
conditions.
(4) A 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. In the discretion of the
Committee, cash may be paid in lieu of issuing fractional
Shares. 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 a 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) A 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. A 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.
(d) Payment of Exercise Price. The purchase or exercise price
shall be payable in whole or in part in cash, Shares, 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,
and, unless otherwise determined by the Committee, such price shall be
paid in full at the time that an Option is exercised. If the Holder
elects to pay all or a part of the purchase or exercise price in
Shares, such Holder may make such payment by (i) delivering to the
Company a number of Shares already owned by the Holder equal in value
to the purchase or exercise price, or (ii) such other method as the
Committee may approve. All Shares so withheld or delivered shall be
valued at their Market Price on the business day immediately preceding
the day on which such Shares are withheld or delivered.
7. INCENTIVE STOCK OPTIONS
This Paragraph sets forth the special provisions that govern Incentive
Stock Options granted 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 a SAR, as described in Subparagraph 6(c), above.
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(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.
(c) Grant and Exercise Period. No Incentive 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 Incentive
Stock 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.
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 under this Plan may, if so expressly stated in the Option
Agreement pertaining to such Option, include a 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
fifty percent (50%) 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.
9. PURCHASE RIGHTS
(a) Grant of Purchase Rights. The Committee may grant Purchase
Rights under the Plan to such Employees as it may determine, and a
Purchase Right Agreement shall be executed by the Company to effect
each grant of a Purchase Right. Any Purchase Right granted under this
Plan may include a CER, which may be granted either at the time of
grant of the Purchase Right or subsequent thereto, as provided in
Paragraph 10, below.
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(b) Exercise. The Committee in its absolute discretion shall
determine the period during which a Holder shall have the right to
exercise a Purchase Right granted under this Plan; provided, however,
that such period shall in no event exceed sixty (60) days after the
date of grant of the Purchase Right by the Committee. A Holder may
exercise a Purchase Right as to all or any part of the Shares subject
to such Purchase Right. Shares sold pursuant to Purchase Rights shall
sometimes be referred to hereinafter as "Restricted Shares."
(c) Purchase Price. The purchase price at which each Share
shall be sold to Employees pursuant to Purchase Rights granted
hereunder shall be determined by the Board of Directors, but shall not
be less than $0.01 per share.
(d) Restrictions. All Shares sold pursuant to Purchase Rights
shall be subject to the following restrictions:
(1) The Restricted Shares may not be sold, assigned,
conveyed, donated, pledged, transferred or otherwise disposed
of or encumbered for the period described in Subparagraph
(d)(2), below, subject to the provisions of Subparagraph
(d)(4), below. In the event that a Purchaser shall sell,
assign, convey, donate, pledge, transfer or otherwise dispose
of or encumber any Restricted Shares, the Company shall have
the right and option, in addition to such other rights and
remedies available to it (including the right to restrain or
set aside such transfer), exercisable by written notice to the
transferee thereof at any time within ninety (90) days after
its discovery of such transaction, to repurchase for cash all
or any part of such Restricted Shares at an amount equal to
the price paid for such Restricted Shares by the Purchaser
(the "Repurchase Price").
(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; provided, however, that the Restricted Period
shall expire in not less than three nor more than seven
consecutive years measured from the day of the month in which
such shares are purchased. Except as otherwise determined by
the Committee, the Restricted Period shall be seven years and
the restrictions imposed upon such Restricted Shares shall
automatically lapse as to one-fifth of such Restricted Shares
on the last day of each of the third, fourth, fifth, sixth and
seventh years after the date of purchase of such Restricted
Shares.
(3) Except as provided in Subparagraph (d)(4), below,
in the event that a Purchaser's employment with the Company or
a Subsidiary is terminated for any reason, the Company shall
have the right for ninety (90) days following the termination
of such employment to buy for cash any or all of the
Restricted Shares held by such terminating Purchaser which on
the date of such termination of employment are subject to the
restrictions imposed thereon by virtue of this Subparagraph
(d). All such Restricted Shares shall be repurchased at the
Repurchase Price.
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(4) In the event a Purchaser hereunder 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, then the Company shall
not have the right to repurchase any of the Restricted Shares
pursuant to Subparagraph (d)(3), above, and all such
restrictions which would otherwise be in effect by virtue of
this Subparagraph (d) shall immediately terminate.
(5) Prior to the lapse, expiration or other
termination of the Restricted Period, Purchasers shall have
the right to vote Restricted Shares, the right to receive and
retain all regular cash dividends (and such other
distributions as the Committee may designate) paid or
distributed on Shares and all other rights as a holder of
Shares, except that the Company will retain custody of the
stock certificates representing Restricted Shares during the
Restricted Period.
(6) Notwithstanding anything to the contrary herein
contained, upon the occurrence of a Triggering Event, the
restrictions provided in this Subparagraph (d) applicable to
any Restricted Shares then held by a Purchaser (or to
Restricted Shares that could be acquired upon the exercise of
a Purchase Right then held by a Holder) shall immediately
lapse, and all such Restricted Shares 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.
10. CASH EQUIVALENT RIGHTS
A cash equivalent right ("CER") may be granted by the Committee in
connection with the award of Purchase Rights under the Plan. A CER granted under
the Plan shall entitle a Purchaser of Restricted Shares to a cash payment in an
amount and at such time as set forth under Subparagraph 10(a), below. The
Committee may grant a CER at any time from the date of grant of a Purchase
Right, through and including the time of the exercise of a Purchase Right, or at
any time thereafter up to, and including, any date thirty (30) days after the
date of the lapse, expiration or other termination of the restrictions on
Restricted Shares imposed under Subparagraph 9(d), above.
(a) Amount and Time of Payment. Not later than ninety (90)
days after (i) the date of the lapse, expiration or other termination
of the restrictions on Restricted Shares imposed under Subparagraph
9(d), above, or (ii) if a Purchaser shall make an election under
Section 83(b) of the Code as to Restricted Shares purchased hereunder,
the date of notice to the Company of such election, the holder of a CER
shall be entitled to receive from the Company a cash amount up to 100%
of the excess of the Market Price on the Recognition Date over the
price paid by the Purchaser for a Restricted Share, multiplied
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by the number of Restricted Shares so released from restrictions or as
to which a Section 83(b) election is made. The "Recognition Date" shall
be the date of the lapse, expiration or other termination of the
restrictions on the Restricted Shares, except that in the case of an
election by the Purchaser under Section 83(b) of the Code, the
"Recognition Date" shall be the date of purchase of the Restricted
Shares as to which such election is made.
(b) Repurchase of Shares. In the event the Company shall be
entitled to buy all or any part of the Restricted Shares purchased by a
Purchaser, and the Company shall exercise such right to repurchase such
Restricted Shares, the CERs theretofore granted to such Purchaser with
respect to such repurchased Restricted Shares shall automatically be
cancelled forthwith and have no further force or effect; provided,
however, that any CER cash amounts paid prior to such termination as a
result of a Section 83(b) election under the Code by the Purchaser
shall not be recoverable by the Company, and the Purchaser shall not be
liable therefor. The filing by the Purchaser of an election under
Section 83(b) as to Restricted Shares purchased under the Plan shall in
no way affect or impair the Company's right to repurchase such
Restricted Shares as provided in Subparagraph 9(d), above.
(c) Notice of Election. If a Purchaser makes an election under
Section 83(b) as to any of the Restricted Shares for which the
Purchaser has been granted a CER, such Purchaser shall be entitled to
payment of such CER only if the Purchaser notifies the Secretary of the
Company of such election within thirty (30) days of such election.
11. CESSATION OF EMPLOYEE STATUS
(a) Any Holder who ceases to be an Employee due to retirement
on 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:
(1) 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
Incentive Stock 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) The continuing right to exercise any Purchase
Right granted hereunder after the date of such cessation;
provided, however, that no Purchase Right shall be exercisable
subsequent to sixty (60) days 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
Purchase Right.
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(b) Any Holder who ceases to be an Employee due to Disability
shall have:
(1) 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
Incentive Stock 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) The continuing right to exercise any Purchase
Right granted hereunder after the date of such cessation;
provided, however, that no Purchase Right shall be exercisable
subsequent to sixty (60) days 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
Purchase Right.
(c) In the event of the death of a Holder while an Employee,
any Option or Purchase Right theretofore granted to such Holder shall,
as to all or any part of the Shares subject to such Option or Purchase
Right, be exercisable:
(1) For one (1) year after the Holder's death in the
case of an Option, but in no event later than ten (10) years
from its date of grant in the case of an Incentive Stock
Option;
(2) For the remaining term of a Purchase Right, but
in no event later than sixty (60) days from its date of grant;
(3) 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 or Purchase
Right shall pass by will or the laws of descent and
distribution; and
(4) Only to the extent that the deceased Holder would
have been entitled to exercise such Option or Purchase Right
on the date of the Holder's death.
A Holder who has designated a beneficiary for purposes of Subparagraph
11(c)(3)(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, to the extent an Option or Purchase Right
is not effectively exercised prior to such cessation, it shall lapse
immediately upon such cessation, unless the Committee shall, in
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its sole discretion, make other provisions for exercise not
inconsistent with the terms of the Plan or applicable law.
(e) The Committee may in its sole discretion increase the
periods permitted for exercise of an Option or a Purchase Right if a
Holder ceases to be an Employee as provided in Subparagraphs 11(a),
(b), (c) and (d), above, if allowable under applicable law; provided,
however, in no event shall an Incentive Stock Option be exercisable
subsequent to ten (10) years after its date of grant, and in no event
shall a Purchase Right be exercisable subsequent to sixty (60) days
after the date of grant of such Purchase Right.
(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 way with the right of the Company or such
Subsidiary to terminate any Holder's employment at any time.
12. TRANSFERABILITY
(a) Except as otherwise provided in this Paragraph 12,
Options, Purchase Rights, SARs and CERs 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, Purchase Rights, SARs and CERs granted to such
Holder upon such Holder's death, either pursuant to a beneficiary
designation described in Subparagraph 11(c)(3)(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 11,
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.
(b) An Option Agreement may provide that Options are
transferable to members of a 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. For purposes of the
preceding sentence, "immediate family" shall mean a Holder's children,
grandchildren, and spouse.
13. EXERCISE
An Option Agreement or Purchase Right Agreement may provide for
exercise of its respective Option or Purchase Right in such amounts and at such
times as shall be specified therein; provided, however, except as provided in
Paragraph 11, above, no Option or Purchase Right 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. A Purchase Right granted under
the Plan shall not be exercisable at any time at which the purchase price (as
provided in Subparagraph 9(c), above) is greater than ten percent (10%) of the
then fair market value per
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Share, as determined by the Committee in conformity with applicable laws and
regulations of the Securities and Exchange Commission. An Option or Purchase
Right 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 or
purchase price. The Holder who elects to exercise a SAR shall so notify the
Secretary of the Company in writing, and, in conjunction therewith, the Holder's
Option Agreement shall 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.
14. SECURITIES LAWS
Each Option Agreement and Purchase Right Agreement 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.
15. 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 and Purchase Right, the exercise price
applicable to each such Option and Purchase Right, and/or the consideration to
be received upon exercise of each such Option, Purchase Right, SAR or CER 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, Purchase Right, SAR or CER hereunder
and/or (ii) the conversion of outstanding Options, Purchase Rights, SARs or CERs
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.
16. TIME OF GRANTING
Nothing contained in the Plan or in any resolution adopted or to be
adopted by the Board of Directors or the shareholders of the Company and no
action taken by the Committee shall constitute the granting of any Option or
Purchase Right hereunder. The granting of an Option pursuant to the Plan shall
take place only when a written Option Agreement shall have been duly executed by
and on behalf of the Company. The granting of a Purchase Right pursuant to the
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Plan shall take place only when a Purchase Right Agreement shall have been duly
executed by and on behalf of the Company.
17. 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, SAR, Purchase Right or CER under the
Plan, and the Company may defer making delivery with respect to cash
and/or Shares obtained pursuant to exercise of any Option, SAR,
Purchase Right or CER until arrangements satisfactory to it have been
made with respect to any such withholding obligations. An Employee
exercising an Option may, at his election, satisfy his obligation for
payment of 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 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
withholding tax.
(b) An Employee who owns Restricted Shares may, at his
election, satisfy his obligation for payment of 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
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 withholding tax.
18. EFFECTIVENESS OF THE PLAN
The Plan, as approved by the Company's Board of Directors, shall become
effective as of the date of such approval.
19. TERMINATION AND AMENDMENT
Unless the Plan shall theretofore have been terminated as hereinafter
provided, no Incentive Stock Option hereunder shall be granted after December
31, 2000. 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 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
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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, adversely affect the rights of such Holder under an
outstanding Option or Purchase Right then held by the Holder.
The Committee may amend, modify or terminate an outstanding Option,
Purchase Right, SAN or CER, 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 consent to such action shall be required unless the
Committee determines that the action, taking into account any related action,
would not materially and adversely affect the Holder.
20. OTHER BENEFIT AND COMPENSATION PROGRAMS
Payments and other benefits received by an Employee under an Option,
Purchase Right, SAR or CER 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.
21. 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(d) or 17 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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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 __________, 1998 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 Purchase Rights,
nor CERs 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 (pound)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
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), such aggregate
market value being determined at the time the rights are obtained, shall not
exceed the Revenue Limit.
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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
12 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 13 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(d) of
Section A shall not apply for the purposes of this Scheme.
(d) For the purposes of this Scheme, Subparagraph 11(a)(1) of
Section A shall read:
"Six (6) months (or such longer period as the
Committee may in its absolute discretion think fit) 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;
and"
(e) For the purposes of this Scheme, Subparagraph 11(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
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Holder ceases to be an Employee, he then has a present right
to exercise such Option."
(f) For the purposes of this Scheme, Subparagraph 11(c)(3) of
Section A shall read:
"Only by the personal representative, administrator or
the representative of the estate of the deceased Holder;"
(g) For the purposes of this Scheme, Subparagraph 11(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 11(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 11(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."
5. ADJUSTMENTS
The adjustment provisions in the first sentence of Paragraph 15 of
Section A shall apply for the purposes of this Scheme, 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
(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.
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1
1994 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN
OF
MANPOWER INC.
(AMENDED AND RESTATED EFFECTIVE FEBRUARY 23, 1998)
PURPOSE OF THE PLAN
The purpose of the Plan is to attract and retain superior Employees, to
provide a stronger incentive for such Employees 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. The Board of Directors of the Company 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 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) "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.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Committee" shall mean the Committee of the Board of
Directors constituted as provided in Paragraph 4 of the Plan.
(d) "Company" shall mean Manpower Inc., a Wisconsin
corporation.
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(e) "Disability" shall mean a physical or mental incapacity
which, as determined by the Committee, results in a Holder ceasing to be an
Employee.
(f) "Employee" shall mean an individual who is an employee of
the Company or a Subsidiary.
(g) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(h) "Holder" shall mean an Employee to whom an Option or
Restricted Stock has been granted.
(i) "Incentive Stock Option" shall mean an option to purchase
Shares which complies with the provisions of Section 422 of the Code.
(j) "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.
(k) "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.
(l) "Option" shall mean an Incentive Stock Option or
Nonstatutory Stock Option granted under the Plan.
(m) "Option Agreement" shall mean the agreement between the
Company and an Employee whereby an Option is granted to such Employee.
(n) "Plan" shall mean the 1994 Executive Stock Option and
Restricted Stock Plan of the Company.
(o) "Restricted Stock" shall mean Shares granted to an
Employee by the Committee which are subject to restrictions imposed under
Paragraph 9 of the Plan.
(p) "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.
(q) "Share" or "Shares" shall mean the $0.01 par value common
stock of the Company.
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(r) "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.
(s) "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
(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
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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.
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.
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 2,000,000 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 in the aggregate more than
500,000 Shares (subject to adjustment as provided in Paragraph 14 hereof). Any
Shares subject to an Option which expires or terminates for any reason (whether
by voluntary surrender, lapse of time, termination of employment or otherwise)
and is unexercised as to such Shares, and any
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Shares of Restricted Stock which are forfeited to the Company pursuant to the
restriction provisions set forth in Paragraph 9, below, may again be the subject
of an Option or granted as Restricted Stock under the Plan subject to the limits
set forth above. The Holder of an Option 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.
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee. 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.
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 Employees shall be eligible to receive Options and Restricted
Stock under the Plan. In determining the Employees to whom Options and
Restricted Stock shall be granted and the number of Shares to 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
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determine subject to the limitations contained in Paragraph 3. In addition, the
Committee may at any time, regardless of the then current fair market value of
the Shares, grant new Options to an Employee in exchange for the surrender, at
the option of the Employee, of a previously granted Option. However, the Shares
covered by previously granted Options shall be included in determining the
overall number of Shares subject to Options which can be granted to any Employee
during any three-year period pursuant to Paragraph 3 if required by regulations
promulgated under ss.162(m) of the Code. 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 person who is then a
member of the Committee.
6. OPTIONS: GENERAL PROVISIONS
(a) 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.
(b) 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. 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.
(c) 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:
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(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.
(d) 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 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.
7. INCENTIVE STOCK OPTIONS
This Paragraph sets forth the special provisions that govern Incentive
Stock Options granted under this Plan. Any Incentive Stock Option granted under
this Plan may, if so expressly
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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 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
fifty percent (50%) 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.
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
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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 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
9
10
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:
(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
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11
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 way with the right of the Company or such
Subsidiary to terminate any Holder's employment at any time.
11. TRANSFERABILITY
(a) 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.
(b) 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. For purposes of the
preceding sentence, "immediate family" shall mean a Holder's children,
grandchildren, and spouse.
12. EXERCISE
An Option Agreement may provide for exercise of an Option 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
11
12
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 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.
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.
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
12
13
Employee exercising an Option may, at his election, satisfy his
obligation for payment of 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 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 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 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
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 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 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
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 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, adversely affect the rights of such Holder under an
outstanding Option or grant of Restricted Stock then held by the Holder.
13
14
The Committee 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 consent to such action shall be required unless the Committee
determines that the action, taking into account any related action, would not
materially and adversely affect the Holder.
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(d) 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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15
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 __________ , 1998 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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16
(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 (pound)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
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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17
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(d) 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".
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18
(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
18
19
(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.
19
5
1,000
3-MOS
DEC-31-1998
MAR-31-1998
144,251
0
1,412,525
36,192
0
1,662,283
341,133
195,954
2,042,177
962,488
206,302
0
0
831
635,125
2,042,177
0
1,872,866
0
1,545,508
0
1,840
3,115
33,619
11,929
21,690
0
0
0
21,690
.27
.26
