SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)
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Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-12
Manpower Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:_______________________________________________
(2) Aggregate number of securities to which
transaction applies:_______________________________________________
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
___________________________________________________________________
(4) Proposed maximum aggregate of transaction:_________________________
(5) Total fee paid:____________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
(1) Amount Previously Paid:____________________________________________
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(4) Date Filed:________________________________________________________
MANPOWER INC.
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 1, 2001
To the Shareholders of Manpower Inc.:
The 2001 Annual Meeting of Shareholders of
Manpower Inc. (the "Company") will be held at the
Bradley Pavilion of the Marcus Center for the
Performing Arts, 929 North Water Street, Milwaukee,
Wisconsin, on May 1, 2001, at 10 a.m., local time, for
the following purposes:
(1) To elect three directors to serve until 2004
as Class II directors;
(2) To amend the 1994 Executive Stock Option and
Restricted Stock Plan of Manpower Inc. to
increase the number of shares authorized for
issuance and to permit the Company's directors
to participate in the Plan;
(3) To amend the Company's Amended and Restated
Articles of Incorporation to increase the
maximum number of directors;
(4) To ratify the appointment of Arthur Andersen
LLP as the Company's independent auditors for
2001; and
(5) To transact such other business as may
properly come before the meeting.
Shareholders of record at the close of business on
February 26, 2001 are entitled to notice of and to vote
at the Annual Meeting and at all adjournments thereof.
Holders of a majority of the outstanding shares
must be present in person or by proxy in order for the
annual meeting to be held. Therefore, shareholders are
urged to date, sign and return the accompanying proxy
in the enclosed envelope whether or not they expect to
attend the annual meeting in person. If you attend the
annual meeting and wish to vote your shares personally,
you may do so by revoking your proxy at any time prior
to the voting thereof.
Michael J. Van Handel,
Secretary
March 30, 2001
MANPOWER INC.
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
March 30, 2001
PROXY STATEMENT
The enclosed proxy is solicited by the Board of
Directors of Manpower Inc. (the "Company") for use at
the Annual Meeting of Shareholders to be held at 10
a.m., local time, on May 1, 2001, or at any
postponement or adjournment thereof (the "Annual
Meeting"), for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Shareholders.
The Annual Meeting will be held at the Bradley Pavilion
of the Marcus Center for the Performing Arts, 929 North
Water Street, Milwaukee, Wisconsin.
The expenses of printing and mailing proxy
material, including expenses involved in forwarding
materials to beneficial owners of stock, will be paid
by the Company. No solicitation other than by mail is
contemplated, except that officers or employees of the
Company or its subsidiaries may solicit the return of
proxies from certain shareholders by telephone. In
addition, the Company has retained Georgeson
Shareholder Communications Inc. to assist in the
solicitation of proxies for a fee of approximately
$7,000 plus expenses.
Only shareholders of record at the close of
business on February 26, 2001 (the "Record Date") are
entitled to notice of and to vote the shares of common
stock, $.01 par value (the "Common Stock"), of the
Company registered in their name at the Annual Meeting.
As of the Record Date, the Company had outstanding
75,904,692 shares of its Common Stock. The presence,
in person or by proxy, of a majority of the shares of
the Common Stock outstanding on the Record Date will
constitute a quorum at the Annual Meeting. Abstentions
and broker non-votes, which are proxies from brokers or
nominees indicating that such persons have not received
instructions from the beneficial owners or other
persons entitled to vote shares as to a matter with
respect to which brokers or nominees do not have
discretionary power to vote, will be treated as present
for purposes of determining the quorum. Abstentions
and broker non-votes will not be counted as voting on
any matter at the Annual Meeting. Each share of Common
Stock entitles its holder to cast one vote on each
matter to be voted upon at the Annual Meeting.
This Proxy Statement, Notice of Meeting and the
accompanying proxy card, together with the Company's
Annual Report to Shareholders, including financial
statements for its fiscal year ended December 31, 2000,
are being mailed to shareholders of the Company
commencing on or about March 30, 2001.
If the accompanying proxy card is properly signed
and returned to the Company and not revoked, it will be
voted in accordance with the instructions contained
therein. Each shareholder may revoke a previously
granted proxy at any time before it is exercised by
written notice of revocation or by submitting a duly
executed proxy bearing a later date to the secretary of
the Company. Attendance at the Annual Meeting will
not, in itself, constitute revocation of a proxy.
Unless otherwise directed, all proxies will be voted
for the election of each of the individuals nominated
to serve as Class II directors by the Board of
Directors, for the amendment to the 1994 Executive
Stock Option and Restricted Stock Plan of Manpower
Inc., for the amendment to the Company's Amended and
Restated Articles of Incorporation, for ratification of
the appointment of Arthur Andersen LLP as the Company's
independent auditors for 2001, and as recommended by
the Board of Directors with regard to all other matters
or, if no such recommendation is given, in their own
discretion.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table lists as of the Record Date
information as to the persons believed by the Company
to be beneficial owners of more than 5% of its
outstanding Common Stock:
Amount and
Nature of
Name and Address of Beneficial Percent of
Beneficial Owners Ownership Class(1)
Wellington Management Company, LLP 10,611,520(2) 14.0%
75 State Street
Boston, Massachusetts 02109
Pacific Financial Research, Inc. 7,285,200(3) 9.6%
9601 Wilshire Boulevard, Suite 800
Beverly Hills, California 90210
AIM Funds Management, Inc. 5,961,000(4) 7.9%
5140 Yonge Street, Suite 900
Toronto, Ontario M2N 6X7
Canada
__________
(1) Based on 75,904,692 shares of Common Stock
outstanding as of the Record Date.
(2) This information is based on a Schedule 13G
dated February 14, 2001. Wellington Management
Company, LLP has shared voting power with respect to
9,326,320 shares held and shared dispositive power
with respect to 10,611,520 shares held.
(3) This information is based on a Schedule 13G
filed February 14, 2001. Pacific Financial
Research, Inc. has shared voting power with respect
to 288,100 shares held and sole investment power for
all shares held.
(4) This information is based on a Schedule 13G
dated January 30, 2001. AIM Funds Management, Inc.
has shared voting and investment power for all
shares held.
1. ELECTION OF DIRECTORS
The Company's directors are divided into three
classes, designated as Class I, Class II and Class III,
with staggered terms of three years each. The term of
office of directors in Class II expires at the Annual
Meeting. The Board of Directors proposes that the
nominees described below, two of whom are currently
serving as Class II directors, be elected as Class II
directors for a new term of three years ending at the
2004 Annual Meeting of Shareholders and until their
successors are duly elected and qualified.
On July 21, 2000, Nancy G. Brinker and Edward J.
Zore were appointed to the Board of Directors.
Ms. Brinker is a Class I director whose term expires at
the 2003 Annual Meeting of Shareholders and Mr. Zore is
a Class III director whose term expires at the 2002
Annual Meeting of Shareholders.
Gilbert Palay and Newton N. Minow, whose terms as
Class II directors expire at the Annual Meeting, will
not be standing for reelection to the Board of
Directors. Willie D. Davis has been nominated by the
Board of Directors for election as a Class II director
at the Annual Meeting to fill one of the resulting
vacancies. J. Thomas Bouchard has been appointed by
the Board of Directors as a Class III director to fill
the other resulting vacancy effective following the
Annual Meeting. With the addition of Ms. Brinker,
Mr. Zore, Mr. Bouchard and Mr. Davis and the retirement
of Messrs. Palay and Minow, the Board of Directors will
have eleven members.
Nominees receiving the largest number of
affirmative votes cast will be elected as directors up
to the maximum number of directors to be chosen at the
election. Accordingly, any shares not voted
affirmatively, whether by abstention, broker non-vote
or otherwise, will not be counted as affirmative votes
cast for any director.
Name Principal Occupation and Directorships
NOMINEES FOR DIRECTORS - CLASS II
J. Ira Harris Chairman of J. I. Harris & Associates, a
Age 62 consulting firm, and Vice Chairman of The
Pritzker Organization, LLC, a merchant
banking investment management services
firm, since January, 1998. Senior Managing
Director of the investment banking firm of
Lazard Freres & Co. LLC until December,
1997. A director of the Company for more
than five years.
Terry A. Hueneke Executive Vice President of the Company and
Age 58 a director since December, 1995. Senior
Vice President - Group Executive of the
Company's former principal operating
subsidiary from 1987 until 1996.
Willie D. Davis President of All Pro Broadcasting
Age 66 Incorporated, a radio broadcasting company
located in Los Angeles, California, since
1977. A director of Alliance Bank Co., Dow
Chemical Company, Kmart Corporation, MGM
Grand Inc., Sara Lee Corporation, Strong
Funds, MGM Inc., Wisconsin Energy, Inc.,
Johnson Controls Inc., Checkers Inc. and
Bassett Furniture.
CONTINUING DIRECTORS
Class III Directors (term expiring 2002)
Dudley J. Godfrey, Jr. A shareholder in the law firm of Godfrey &
Age 74 Kahn, S.C., Milwaukee, Wisconsin. A
director of the Company for more than five
years.
Marvin B. Goodman Principal shareholder and officer of
Age 72 Manpower Services (Toronto) Limited, a
Company franchise in Ontario, Canada from
1956 to August, 1993. A director of the
Company for more than five years.
Edward J. Zore President of The Northwestern Mutual Life
Age 55 Insurance Company since March, 2000.
Executive Vice President of NML since
February 1995. Prior thereto, Chief
Financial Officer, Chief Investment
Officer, and Senior Vice President of NML.
Also a Trustee of NML and a Director of
Northwestern Investment Management Company,
Northwestern Mutual Investment Services,
LLC, Robert W. Baird Financial Corporation
and MGIC Investment Corporation. A
director of the Company since July, 2000.
J. Thomas Bouchard Senior Vice President, Human Resources;
Age 60 Member, Corporate Executive Committee and
Member, Worldwide Management Council of
International Business Machines from 1994
to 2000. Senior Vice President and Chief
Human Resources Officer of U.S. West
International Communications from 1989 to
1994. Also a director of Health Net, Inc.
Class I Directors (term expiring 2003)
Dennis Stevenson Chairman of AerFi Group plc, a provider of
Age 55 financing to the aviation industry,
Chairman of Pearson plc, a multimedia
company and Chairman of Halifax plc, a
banking institution. A director of the
Company for more than five years.
John R. Walter Chairman of the Company since April, 1999
Age 54 and a director of the Company since
October, 1998. Chairman of Ashlin
Management Company. Retired President and
Chief Operating Officer of AT&T Corp. from
November, 1996 to July, 1997. Chairman and
Chief Executive Officer of R.R. Donnelley &
Sons Company, a print and digital
information management, reproduction and
distribution company, from 1989 through
1996. Also a director of Abbott
Laboratories, a pharmaceutical
manufacturer, Celestica Inc., Jones Lang
LaSalle, a real estate firm, Deere &
Company, an equipment manufacturer, and
Prime Capital Corporation, a finance
company.
Jeffrey A. Joerres President and Chief Executive Officer of
Age 41 the Company and a director since April,
1999. Senior Vice President - European
Operations and Marketing and Major Account
Development from July, 1998 to April, 1999.
Senior Vice President - Major Account
Development of the Company from November,
1995 to July, 1998. Vice President -
Marketing and Major Account Development of
the Company from July, 1993 to November, 1995.
Nancy G. Brinker Founding Chair of the Susan G. Komen Breast
Age 53 Cancer Foundation, one of the nation's
leading sponsors of breast cancer research
and awareness programs. Also a consultant
and public speaker on healthcare issues.
Chief Executive Officer of In Your Corner,
Inc., a wellness products and information
company, from 1995 to 1998. A director of
the Company since July, 2000. Also a
director of US Oncology, Inc.
Meetings and Committees of the Board
The Board of Directors has standing Audit,
Executive Compensation, Executive Performance
Compensation, Executive and Nominating and Governance
Committees. The Board of Directors held five meetings
during 2000. The Board of Directors did not act by
written consent during 2000. Each director attended at
least 75% of the full board meetings and meetings of
committees on which each served in 2000.
The Audit Committee consists of Messrs. Minow
(Chairman), Godfrey, Goodman and Harris. Messrs.
Minow, Godfrey, Goodman and Harris are "independent"
within the meaning of the new listing standards of the
New York Stock Exchange and the related transitional
rules. The functions of the Audit Committee include:
(i) nominating and recommending to the Board of
Directors the selection of the independent auditors for
the annual audit; (ii) monitoring the independence of
the outside auditors; (iii) reviewing the planned scope
of the annual audit and approving the fee arrangements
with the independent auditors; (iv) reviewing the
financial statements to be included in the Company's
Annual Report on Form 10-K, significant adjustments
proposed by the independent auditors, accounting
changes and the quality of the Company's reported
earnings; (v) making a recommendation to the Board of
Directors regarding inclusion of the audited financial
statements in the Company's Annual Report on Form 10-K;
(vi) meeting privately on a periodic basis with the
independent auditors to review the adequacy of the
Company's internal controls; (vii) reviewing
recommendations by the independent auditors resulting
from the audit to ensure that appropriate actions are
taken by management; (viii) reviewing matters of
disagreement between management and the independent
auditors; (ix) monitoring the Company's internal audit
and accounting management and controls; (x) monitoring
the Company's policies and procedures regarding
compliance with the Foreign Corrupt Practices Act and
conflicts of interest; and (xi) monitoring any
litigation involving the Company which may have a
material financial impact on the Company or relate to
matters entrusted to the Audit Committee. The Board of
Directors has adopted a charter for the Audit
Committee, which is attached to this proxy statement as
Appendix A. The Audit Committee held four meetings
during 2000. The Audit Committee did not take action
by written consent during 2000.
The Executive Compensation Committee consists of
Messrs. Godfrey (Chairman), Goodman, Harris and Walter.
The functions of this Committee are to: (i) establish
the compensation of Mr. Joerres, the President and
Chief Executive Officer of the Company, and Mr.
Hueneke, Executive Vice President of the Company,
subject to ratification by the Board of Directors; (ii)
approve the compensation, based on the recommendations
of the senior
executive officers, of certain other senior executives
of the Company and its subsidiaries; (iii) review the
compensation of all other senior managers of the Company
and its subsidiaries; and (iv) serve as the administrative
committee for the Company's stock option and stock
purchase plans. Certain performance-based compensation
for executive officers must also be approved by the
Executive Performance Compensation Committee as discussed
below. The Executive Compensation Committee held six
meetings and took action by written consent twice during
2000.
The Executive Performance Compensation Committee
consists of Messrs. Goodman and Minow. The Executive
Performance Compensation Committee acts as the
compensation committee of outside directors under
Section 162(m) of the Internal Revenue Code ("IRC").
In addition, the Committee serves as a committee of
disinterested directors for purposes of Rule 16b-3
under the Securities Exchange Act of 1934 and will
approve transactions subject to Rule 16b-3 to the
extent deemed advisable under the Rule. The Executive
Performance Compensation Committee did not meet in
2000, but took action by written consent twice during
2000.
The Executive Committee consists of Messrs. Walter,
Joerres and Palay. This Committee may exercise
full authority in the management of the business and
affairs of the Company's Board of Directors when the
Board of Directors is not in session, except to the
extent limited by Wisconsin law, the Company's Articles
of Incorporation or By-Laws, or as otherwise limited by
the Board of Directors. Although the Committee has
very broad powers, in practice, it acts only
infrequently to take formal action on a specific matter
when it would be impractical to call a meeting of the
Board of Directors. The Executive Committee did not
meet in 2000, but took action by written consent twice
in 2000.
The Nominating and Governance Committee consists
of Messrs. Harris (Chairman), Godfrey and Walter. The
functions of this Committee are to: (i) recommend
nominees to stand for election at annual shareholders
meetings, to fill vacancies on the Board of Directors
and to serve on committees of the Board of Directors;
(ii) establish procedures and assist in identifying
candidates for Board membership; (iii) review the
qualifications of candidates for Board membership; (iv)
review compensation arrangements in effect for non-
management members of the Board of Directors and
recommend changes deemed appropriate; (v) establish and
review, for recommendation to the Board of Directors,
guidelines and policies on the size and composition of
the Board, the structure, composition and functions of
the Board committees, and other significant corporate
governance principles and procedures; (vi) undertake
additional activities within the scope of the primary
functions of the Committee as the Committee or the
Board of Directors may determine. The Nominating and
Governance Committee will consider candidates nominated
by shareholders in accordance with the Company's By-
Laws. The Nominating and Governance Committee met five
times in 2000. The Nominating and Governance Committee
did not take action by written consent during 2000.
Remuneration of Directors
Directors of the Company who are not employees of
the Company or any of its subsidiaries, are currently
entitled to an annual fee of $50,000, inclusive of a
retainer and all meeting and committee fees. In
addition, each director is reimbursed for travel
expenses incurred in connection with attending Board of
Directors meetings. In lieu of receiving payment of
part or all fees in cash, directors may elect, except
for Mr. Stevenson who is required to elect, in advance
of the period for which such fees would be paid, to
receive an option to purchase shares of the Company's
Common Stock under the 1991 Directors Stock Option Plan
(the "1991 Plan"). For each year for which such cash
fees are waived, a director receives an option over
10,000 shares of the Company's Common Stock, which
number is adjusted based on the price per share of the
Company's Common Stock on the date of election relative
to $28.00 for grants prior to November 5, 2001 and the
closing price of the Common Stock on November 2, 2001
for grants on or after November 5, 2001. The per share
purchase price for each option awarded is equal to the
fair market value of the Company's Common Stock on the
date of grant. Options granted under the 1991 Plan in
place of cash fees are exercisable for the vested
portion during the director's tenure and a limited
period thereafter. All of the directors have agreed,
and Mr. Stevenson was required, to accept stock options
under the 1991 Plan in lieu of all of their cash fees,
except for Ms. Brinker who accepted an option in lieu
of half of her cash fees. In addition, directors
receive annual option grants under the 1991 Plan as
additional compensation for service on the Board of
Directors. Such options are exercisable during the
director's tenure and a limited period thereafter.
If the proposal to amend the 1994 Executive Stock
Option and Restricted Stock Plan of Manpower Inc. (the
"1994 Plan") is approved at the Annual Meeting, then
the directors will participate in the 1994 Plan on
terms substantially similar to the terms of their
participation in the 1991 Plan and will no longer
participate in the 1991 Plan.
Mr. Palay has entered into an agreement with the
Company whereby Mr. Palay provides certain advisory
services to the Company. Pursuant to the agreement,
the Company pays Mr. Palay an annual fee of $150,000
plus certain monthly retirement and deferred
compensation amounts, provides medical and dental
benefits to Mr. Palay and his spouse, reimburses Mr.
Palay's reasonable out-of-pocket expenses and provides
Mr. Palay with office space. Certain information with
respect to Messrs. Godfrey, Harris and Walter is set
forth under "EXECUTIVE COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION," below.
SECURITY OWNERSHIP OF MANAGEMENT
Set forth in the table below, as of the Record
Date, are the shares of the Company's Common Stock
beneficially owned by each director and nominee, each
of the named executive officers, and all directors and
executive officers of the Company as a group and the
shares of the Company's Common Stock that could be
acquired within 60 days of the Record Date by such
persons.
Common Stock
Name of Beneficially Right to Acquire Percent of
Beneficial Owner Ownded(1) Common Stock(1) Class(2)
Jeffrey A. Joerres 115,974 94,875(3) *
Terry A. Hueneke 73,859 66,000(3) *
Michael J. Van Handel 46,057 35,375(3) *
J. Thomas Bouchard - - *
Nancy G. Brinker 6,058 6,058(5) *
Willie D. Davis - - *
Dudley J. Godfrey, Jr. 84,000(4) 47,500(5) *
Marvin Goodman 62,280(6) 59,280(5) *
J. Ira Harris 82,500(7) 72,500(5) *
Newton N. Minow 96,516(8) 80,000(5) *
Gilbert Palay 330,036 221,618(3)(5) *
Dennis Stevenson 99,000 97,500(5) *
John R. Walter 212,950 212,950(3)(5) *
Edward J. Zore 7,116 7,116(5) *
All Directors and Executive
Officers as a group 1,216,346 1,000,772 1.6%
__________
(1) Except as indicated below, all shares shown in
this column are owned with sole voting and
investment power. Amounts shown in the Right to
Acquire Common Stock column are also included in the
Common Stock Beneficially Owned column.
(2) No person named in the table beneficially owns
more than 1% of the outstanding shares of Common
Stock. The percentage is based on the column
entitled Common Stock Beneficially Owned.
(3) Common Stock that may be acquired within 60
days of the date hereof through the exercise of
stock options.
(4) Includes 500 shares held by Mr. Godfrey's
spouse and 500 shares held in trust.
(5) Includes the vested portion of options held
under the 1991 Directors Stock Option Plan.
(6) Includes 1,000 shares held by Mr. Goodman's
spouse.
(7) Includes 10,000 shares held in a living trust
for the benefit of Mr. Harris.
(8) Includes 12,500 shares held in a living trust
for the benefit of Mr. Minow and 2,200 shares held
in a living trust for the benefit of his spouse.
The total also includes 1,800 shares held in a
family charitable foundation, as to which Mr. Minow
disclaims beneficial ownership.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table (the "Summary Compensation
Table") sets forth the compensation for the past three
years of each of the Company's named executive officers:
Annual Compensation Long Term Compensation
---------------------------------------------- ---------------------------------------------------------------
Awards Payouts
-------------------------------- ---------
Securities
Underlying
Name and Other Annual Restricted Options/ LTIP All Other
Principal Position Year Salary($) Bonus($) Compensation($)(1) Stock Awards($) SARs(#) Payouts($) Compensation($)(2)
J.A. Joerres 2000 $700,000 $587,549 3,997 - 65,500 $524,893(3) 7,000
President and 1999(4) 568,493 200,000 16,085 $350,000(5) 150,000 - 7,183
Chief Executive 1998 300,000 300,000 2,680 - 50,000 - 4,524
Officer
T. A. Hueneke 2000 $350,000 $723,611 3,997 - - - 23,867
Executive Vice 1999 350,000 678,913 16,085 - 105,000 - -
President 1998 350,000 400,000(6) 2,680 - - - -
M. J. Van Handel 2000 $310,000 $254,228 - - 15,500 $137,131(7) 12,010
Senior Vice 1999 225,000 180,000 - - 50,000 - 3,804
President - Chief 1998 225,000 150,000 - - 25,000 - 2,812
Financial Officer
and Secretary
__________
(1) "Other Annual Compensation" includes the discount
associated with purchases of Common Stock under the
Manpower 1990 Employee Stock Purchase Plan. The
Manpower 1990 Employee Stock Purchase Plan is
available to all U.S. employees (meeting certain
qualifying standards) and employees in certain
other countries and is described below. See "Stock
Purchase Plans."
(2) "All Other Compensation" consists of the dollar
value of the Company's contribution to accounts
under the Company's Nonqualified Savings Plan.
(3) Represents the dollar value of 15,303 shares of
restricted stock granted at a price of $34.30 per
share pursuant to the 2000 Corporate Senior
Management Incentive Plan for the performance cycle
beginning on January 1, 2000 and ending on December
31, 2000.
(4) Mr. Joerres was appointed President and Chief
Executive Officer of the Company effective April
30, 1999.
(5) Represents the dollar value of the grant of 10,000
shares of the Company's Common Stock on January 14,
2000 using the fair market value of the Company's
Common Stock on the date of grant, which was $35.00
per share. Of the 10,000 shares granted, 6,500
shares vested on January 14, 2000 and 3,500 shares
vested on January 14, 2001. Dividends are paid on
all of the shares granted. Mr. Joerres held 3,500
shares of restricted stock on December 31, 2000
with a value of $133,000 based on the fair market
value of the Common Stock on December 31, 2000,
which was $38.00 per share.
(6) Mr. Hueneke's bonus calculated pursuant to the
terms of his employment agreement would have been
$609,940 in 1998. Mr. Hueneke voluntarily agreed
to a $209,940 reduction in his 1998 bonus in
recognition of the 1998 charge to earnings for the
write-down of capitalized software.
(7) Represents the dollar value of 3,998 shares of
restricted stock granted at a price of $34.30 per
share pursuant to the 2000 Corporate Senior
Management Incentive Plan for the performance cycle
beginning on January 1, 2000 and ending on December
31, 2000.
Employee Stock Option and Restricted Stock Plans
The Company maintains several plans pursuant to
which incentive and non-statutory stock options,
restricted stock and SARs (stock appreciation rights)
have been granted in the past and/or may be granted in
the future. Participation is generally limited to full-
time employees of the Company or its subsidiaries. The
option exercise price of all options granted under the
Company's plans to executive officers of the Company
has been l00% of the closing market price on the New
York Stock Exchange as reported in the Midwest Edition
of The Wall Street Journal for the business day
immediately prior to the date of grant. Directors of
the Company who are not full-time employees may
participate in the 1991 Directors Stock Option Plan, as
described on page 5 hereof.
The following table summarizes certain information
concerning option grants to the named executive
officers of the Company during 2000:
Option/SAR Grants in Fiscal 2000
Grant Date
Individual Grants Value
---------------------------------------------------- ------------
Number of % of Total
Securities Options/SARs Exercise Grant
Underlying Granted to or Base Date
Name Options/SARs Employees in Price Expiration Present
Granted(#) Fiscal Year ($/Sh)(1) Date Value($)(2)
Jeffrey A. Joerres 65,500(3) 4.7% 33.6875 2/14/10 $608,495
Terry A. Hueneke - - - - -
Michael J. Van Handel 15,500(3) 1.1% 33.6875 2/14/10 $143,995
_________________
(1) All options were granted at 100% of the fair
market value on the date of grant.
(2) Present value is determined by using the Black-
Scholes option pricing model. The Grant Date
Present Value is based on a nine-year option life.
Other assumptions used for the Black-Scholes option
pricing model include a risk-free rate of return of
6.56%, a volatility factor of 12.1% and a dividend
yield of 0.5% during the option life. The resulting
value derived from the Black-Scholes model was
reduced for each grant by 33% for lack of
marketability and liquidity.
(3) These options were granted on February 14, 2000
and become exercisable as to 25% of the number of
shares covered by the option on each of the first
four anniversaries of the date of grant.
The following table summarizes for each of the
named executive officers the number of shares of Common
Stock acquired upon exercise of options during the
fiscal year ended December 31, 2000, the dollar value
realized upon exercise of options, the total number of
shares of Common Stock underlying unexercised options
held at December 31, 2000 (exercisable and
unexercisable), and the aggregate dollar value of in-
the-money, unexercised options held at December 31,
2000 (exercisable and unexercisable). Value realized
upon exercise is the difference between the fair market
value of the underlying Common Stock on the exercise
date and the exercise or base price of the option.
Value of unexercised, in-the-money options at fiscal
year-end is the difference between its exercise price
and the fair market value of the underlying Common
Stock as of December 31, 2000, which was $38.00 per
share. These values, unlike any amounts which may be
set forth in the column headed "value realized" have
not been, and may never be, realized. The underlying
options have not been, and may not be, exercised. The
actual gains, if any, on exercise will depend on the
value of the Company's Common Stock on the date of
exercise. There can be no assurance that these values
will be realized.
Aggregated Option/SAR Exercises in Fiscal Year 2000
and FY-End Option/SAR Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares FY-End(#) FY-End($)
Acquired on Value -------------------------- --------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
Jeffrey A. Joerres - - 73,500 240,500 $1,103,938 $3,010,281
Terry A. Hueneke - - 60,500 94,500 1,206,656 1,466,156
Michael J. Van Handel - - 30,000 84,000 447,594 700,500
Long-Term Incentive Plans - Awards in Last Fiscal Year
The following long term incentive plan awards were
granted to the named executive officers by the Company
in 2000 pursuant to the 2000 Corporate Senior
Management Incentive Plan (the "2000 LTIP"):
Estimated Future Payouts(6)
---------------------------------
Performance
or Other
Number Period Until
of Maturation Threshold Target Maximum
Name Units(#) or Payout(2) ($) ($) ($)(7)
Jeffrey A. Joerres (1) 2001(3) $140,000 $262,000 $1,500,000
(1) 2002(4) 140,000 262,000 $1,500,000
(1) 2003(5) 140,000 262,000 $1,500,000
Terry A. Hueneke (1) - - - -
Michael J. Van Handel (1) 2001(3) $32,000 $62,000 $1,500,000
(1) 2002(4) 32,000 62,000 $1,500,000
(1) 2003(5) 35,360 68,000 $1,500,000
___________
(1) The named executive officers are informed at
the beginning of each performance cycle whether they
will participate in the 2000 LTIP. No shares, units
or other rights are granted under the 2000 LTIP at
the beginning of a performance cycle. Mr. Joerres
and Mr. Van Handel are participants in the 2000 LTIP
for the performance cycles ending December 31, 2001,
2002 and 2003. Mr. Hueneke is not currently
participating in the 2000 LTIP. Mr. Hueneke's
incentive compensation arrangement is included in
his employment agreement. See "Employment and Other
Agreements," below.
(2) The performance measure used in the 2000 LTIP
for each named executive officer is the three year
(except at inception) cumulative economic profit
improvement of the Company. At inception of the
2000 LTIP, three performance cycles began: a one-
year cycle ending on December 31, 2000, a two-year
cycle ending December 31, 2001 and a three-year
cycle ending December 31, 2002.
(3) For the performance cycle beginning on January 1,
2000 and ending on December 31, 2001.
(4) For the performance cycle beginning on January 1,
2000 and ending on December 31, 2002.
(5) For the performance cycle beginning on January 1,
2001 and ending on December 31, 2003.
(6) Payouts are made in the form of restricted
stock. The number of shares of restricted stock
awarded for a performance cycle is calculated by
dividing the payout amount determined relative to
the economic profit improvement goals established at
the beginning of the performance cycle by the
average closing sales price of the Company's Common
Stock during the 20 trading days immediately
preceding the date of grant.
(7) The estimated future payment under the 2000
LTIP if the outstanding economic profit improvement
goal is met would be $500,000 for Mr. Joerres in
each performance cycle and $130,000 for Mr. Van
Handel in each performance cycle. Economic profit
improvement in excess of the outstanding goal would
result in a higher estimated future payout, but
would not exceed $1,500,000 for any one performance
cycle.
Stock Purchase Plans
The Company has adopted and maintains several
employee stock purchase plans designed to encourage
employees to purchase Company Common Stock. The plans
are broad based and are available to all U.S. employees
(including qualifying temporary employees) and
employees in certain other countries. The plans
generally provide that employees accumulate funds
through payroll deductions over a prescribed offering
period (one to seven years) and are entitled to
purchase shares at a discount (a maximum of 15%) from
the market price at the beginning and/or end of the
offering period. No more than $25,000 of stock,
measured by the market price as of the beginning of the
offering period, may be purchased by any participating
employee in any year.
Pension Plans
The Company maintains a broad-based qualified,
noncontributory defined benefit pension plan for
eligible U.S. employees (the "Qualified Plan"). The
Company has also established a nonqualified, deferred
compensation plan to provide retirement benefits for
management and other highly compensated employees in
the U.S. who are ineligible to participate in the
Qualified Plan (together with the "Qualified Plan," the
"U.S. Pension Plans"). Certain of the Company's
foreign subsidiaries maintain various pension and
retirement plans. None of the Company's executive
officers have participated in such foreign plans.
Under the U.S. Pension Plans, a pension is payable
upon retirement at age 65, or upon earlier termination
if certain conditions are satisfied. As of February
29, 2000, the U.S. Pension Plans were frozen, and the
pension benefits due to employees in the plan on that
date were frozen. The pension benefit is based on
years of credited service as of February 29, 2000 and
the lesser of (i) the average annual compensation
received during the last five consecutive calendar
years prior to retirement, for employees already
retired on February 29, 2000, or as of February 29,
2000, for employees not then retired, or (ii) $261,664.
Compensation covered by the plans is base salary or
hourly wages, unless paid entirely on a commission
basis, in which case commissions of up to $20,000 per
calendar year are taken into account. Bonuses,
overtime pay or other kinds of extra compensation are
not considered. Upon retirement at age 65 or later,
Messrs. Joerres, Hueneke and Van Handel will be
entitled to an aggregate annual benefit equal to
$11,882, $60,663 and $14,472, respectively.
Employment and Other Agreements
Messrs. Joerres, Hueneke, and Van Handel have each
entered into employment agreements with the Company.
Under his agreements, Mr. Joerres is entitled to
receive an annual base salary of $300,000 or more as
determined by the Executive Compensation Committee and
an annual bonus determined by the Executive
Compensation Committee, subject to ratification by the
Board of Directors. If Mr. Joerres' employment is
terminated by the Company for other than Cause (as
defined in the agreement) or by Mr. Joerres for Good
Reason (also defined in the agreement), Mr. Joerres is
entitled to receive: (i) all base compensation and
other benefits to which he was entitled through his
date of termination, including a prorated bonus; (ii)
one year of base compensation (two and one-half times
this amount if termination is in connection with a
change of control), plus the highest incentive bonus
paid to him during the prior three years or due for the
current year (two and one-half times this amount if
termination is in connection with a change of control);
and (iii) certain other benefits as specified in the
agreement.
Under his agreement, Mr. Hueneke is entitled to
receive an annual base salary of $350,000 and an annual
incentive bonus based on the Company's Specified
Operating Unit Profits (as defined in the agreement).
If Mr. Hueneke's employment is terminated for other
than Cause (as defined in the agreement), Mr. Hueneke
is entitled to receive: (i) all base compensation and
other benefits to which he was entitled through his
date of termination, including a prorated bonus; (ii)
two years of base compensation plus the greater of (a)
the highest incentive bonus paid to him during the
prior five years and (b) the incentive bonus which
would have otherwise been paid to him for the year of
termination; and (iii) certain other benefits as
specified in the agreement.
Under his agreements, Mr. Van Handel is entitled
to receive an annual base salary of $225,000 or more as
determined by the Executive Compensation Committee and
an annual incentive bonus recommended by the Chief
Executive Officer and approved by the Executive
Compensation Committee. If Mr. Van Handel's employment
is terminated by the Company for other than Cause (as
defined in the agreement) or by Mr. Van Handel for Good
Reason (also defined in the agreement), Mr. Van Handel
is entitled to receive: (i) all base compensation and
other benefits to which he was entitled through his
date of termination, including a prorated bonus; (ii)
one year of base compensation (two times this amount if
termination is in connection with a change of control),
plus the highest incentive bonus paid to him during the
prior three years (two times this amount if termination
is in connection with a change of control); and (iii)
certain other benefits as specified in the agreement.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Executive Compensation Committee of the Board
of Directors (the "Committee") has furnished the
following report on executive compensation. Because
certain matters related to performance-based
compensation are approved by the Executive Performance
Compensation Committee, that committee joins in the
report of the Executive Compensation Committee.
The Committee consists of four non-employee
directors. The Committee is responsible for
establishing the compensation of Mr. Joerres, the
President and Chief Executive Officer of the Company
and Mr. Hueneke, Executive Vice President of the
Company, subject to ratification by the Board of
Directors. In addition, the Committee has
responsibility to approve the compensation of other
senior executives, including Mr. Van Handel, and to
review the compensation of other senior managers of the
Company and its subsidiaries. The Committee also has
authority for administration of the Company's stock-
based compensation plans.
General Compensation Policies
The Committee's broad intent is to provide a total
compensation program for the Company's senior
executives that serves to attract, retain and motivate
executives with the skills and experience required for
the success of the Company's business and that creates
a commonality of interest between the senior executives
and the Company's shareholders. These objectives have
been pursued through a compensation structure that
consists in general of three principal components:
base salary, annual bonus and periodic grants of stock
options and restricted stock. The Committee believes
that this approach creates both short-term and long-
term incentives for corporate management. As a result
of these policies, a high proportion of compensation
for the Company's senior executives is at risk through
the annual bonus, generally based on formulas tied to
profitability of the individual's profit center, as
well as stock ownership and/or stock options, which
create a direct link between long-term remuneration and
the price of the Company's common stock.
Base salary determinations are an important
ingredient in attracting and retaining quality
personnel in a competitive market. Base salaries are
set at levels based generally on subjective factors,
including the individual's level of responsibility,
experience and past performance record, as well as base
salary levels for comparable positions at other
companies. These are not the same companies as those
included in the Standard & Poor's Midcap Commercial
Services - Specialized Index which is used as a peer
group to compare shareholder returns in the Performance
Graph. As a large multinational business, the Company
competes for senior executive talent with large public
and private companies throughout the world, many of
which are not in businesses which directly compete with
the Company.
The Committee also believes that a significant
portion of compensation should be directly related to
and contingent upon Company profitability based on
objective performance criteria. Accordingly, it is the
Company's general practice that the executive officers
of the Company as well as many other senior executives
of the Company and its subsidiaries participate in
bonus arrangements based on formulas and other criteria
tied to profitability of the individual's profit center
or the Company as a whole.
The Committee believes that it is important that
the executive officers and other key executives of the
Company and its subsidiaries hold equity positions in
the Company. Stock option grants to executives permit
them to hold equity interests at more meaningful levels
than they could through other alternatives, such as
stock purchase arrangements. Accordingly, while the
Committee is conscious of the dilutive effects of stock
options on shareholders, it believes that stock option
grants at reasonable levels are an important component
of executive compensation. In addition, because of the
nature of the Company's operations, the Company's
management believes, and the Committee agrees, that it
is important that stock options be granted to a broad
range of employees where the options provide an
important incentive. Approximately 735 employees and
two of the Company's three executive officers received
option grants in 2000.
Chief Executive Officer Compensation
Mr. Joerres' employment agreement establishes his
base salary at $300,000 per year or more as determined
by the Committee and ratified by the Board of
Directors. Effective as of the date of his promotion
to President and Chief Executive Officer in 1999, his
base salary was increased to $700,000 per year. The
amount of the increased base salary was determined by
the Committee based on its subjective evaluation of
factors including Mr. Joerres' level of responsibility
and his skill and experience. Mr. Joerres' annual
bonus and long-term incentive compensation is
determined in accordance with the 2000 Corporate Senior
Management Incentive Plan. Based on the achievement of
earnings per share growth and asset growth goals for
2000, Mr. Joerres received a cash bonus for 2000 in the
amount of $587,549. Based on the achievement of the
economic profit improvement goal for 2000, Mr. Joerres
received 15,303 shares of Company Common Stock in
February 2001, which are restricted subject to
forfeiture on termination of employment for a one-year
period. During 2000, Mr. Joerres was also granted an
option to purchase 65,500 shares of the Company's
Common Stock. Such option has an exercise price equal
to the fair market value of the Common Stock on the
date of grant and is not immediately exercisable, but
becomes exercisable over a four-year vesting period.
Other Executive Officers of the Company
The base salary and bonus of Mr. Hueneke are
determined on the basis of his employment agreement.
Mr. Hueneke's annual bonus is determined under the
employment agreement by measuring the total operating
unit profits (subject to certain adjustments) of
certain regions in which the Company conducts business
over which Mr. Hueneke has responsibility for the
fiscal year against a graduated scale after exceeding a
threshold level. Accordingly, Mr. Hueneke's bonus will
fluctuate significantly based on the Company's
operating performance in the regions over which he has
management responsibility. As a result of the fact
that Mr. Hueneke has assumed responsibility for certain
additional regions which are not included in the bonus
formula set out in his employment agreement, the
Committee awarded him a discretionary bonus for 2000,
in addition to the bonus required under the agreement,
equal to $77,928. This amount was determined by
applying the formula in the agreement as if these
additional regions were included.
Mr. Van Handel's employment agreement establishes
a base salary of $225,000 or more as determined by the
Committee. Mr. Van Handel's base salary for 2000 was
increased to $310,000 per year. The amount of the
increased base salary was determined by the Committee
based on its subjective evaluation of factors including
Mr. Van Handel's level of responsibility and his skill
and experience. Mr. Van Handel's annual bonus and long-
term incentive compensation is determined under the
2000 Corporate Senior Management Incentive Plan. Based
on the achievement of earnings per share growth and
asset growth goals for 2000, Mr. Van Handel received a
cash bonus for 2000 in the amount of $254,228. Based
on the achievement of the economic profit improvement
goal for 2000, Mr. Van Handel received 3,998 shares of
Company Common Stock in February 2001, which are
restricted subject to forfeiture on termination of
employment for a one-year period. During 2000, Mr. Van
Handel was also granted an option to purchase 15,500
shares of the Company's Common Stock. Such option has
an exercise price equal to the
fair market value of the Common Stock on the date of
grant and is not immediately exercisable, but becomes
exercisable over a four-year vesting period.
Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code
generally disallows a tax deduction to public
corporations for compensation over $1,000,000 for any
fiscal year paid to the corporation's chief executive
officer and four other most highly compensated
executive officers in service as of the end of any
fiscal year. However, Section 162(m) also provides
that qualifying performance-based compensation will not
be subject to the deduction limit if certain
requirements are met. The Committee currently intends
to structure compensation amounts and plans which meet
the requirements for deductibility. In order to
satisfy these requirements, the annual bonus
arrangement for Mr. Hueneke has been approved by the
Executive Performance Compensation Committee and the
shareholders, and the incentive compensation
arrangement for Mr. Joerres has been approved by the
Executive Performance Compensation Committee and the
shareholders and the targets and award opportunities
under the incentive compensation arrangement are
approved each year by the Committee and the Executive
Performance Compensation Committee. Because of
uncertainties as to the application and interpretation
of Section 162(m) and the regulations issued
thereunder, no assurance can be given, notwithstanding
the efforts of the Company in this area, that
compensation intended by the Company to satisfy the
requirements for deductibility under Section 162(m)
does in fact do so. In addition, the Company may pay
compensation that does not satisfy these requirements
for deductibility if required for sound management and
approved by the Committee.
The Executive The Executive Performance
Compensation Committee Compensation Committee
Dudley J. Godfrey, Jr. (Chairman) Marvin B. Goodman
Marvin B. Goodman Newton N. Minow
J. Ira Harris
John R. Walter
EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
Dudley J. Godfrey, Jr. is a shareholder in Godfrey
& Kahn, S.C., which is general counsel to the Company.
J. Ira Harris is currently Chairman of J. I.
Harris & Associates, a consulting firm, which may from
time to time perform services for the Company.
The Company has retained Mr. Walter, through
Ashlin Management Company, to provide certain
consulting services to the senior executive officers of
the Company. In 1999, the Company granted an option to
Mr. Walter to purchase 175,000 shares of the Company's
Common Stock in recognition of his agreement to serve
as Chairman of the Company. In addition, the Company
pays Ashlin Management Company an annual fee in the
amount of $500,000 and reimburses Mr. Walter's
reasonable out-of-pocket expenses. Ashlin Management
Company is owned by Mr. Walter.
PERFORMANCE GRAPH
Set forth below is a graph for the periods ending
December 31, 1995-2000 comparing the cumulative total
shareholder return on the Company's Common Stock with
the cumulative total return of companies in the
Standard & Poor's 400 Midcap Stock Index, Standard &
Poor's 500 Stock Index, the Standard & Poor's Midcap
Commercial Services-Specialized Index, and the Dow
Jones General Industrial & Commercial Services Index
(f/k/a Dow Jones Other Industrial & Commercial Services
Index). The Company has determined to compare its
cumulative total shareholder return to the Standard &
Poor's 400 Midcap Stock Index rather than the Standard
& Poor's 500 Stock Index because the Company is
included in the Standard & Poor's 400 Midcap Stock
Index and is not included in the Standard & Poor's 500
Stock Index and because the Company believes it is more
appropriate to measure its performance against
companies with similar market capitalizations. The
Company has also determined to compare its cumulative
total shareholder return to the Standard & Poor's
Midcap Commercial Services-Specialized Index rather
than the Dow Jones General Industrial & Commercial
Services Index because the Standard & Poor's Midcap
Commercial Services-Specialized Index includes a higher
proportion of companies in the staffing industry than the
Dow Jones General Industrial & Commercial Index.
The graph assumes a $100 investment on December 31,
1995 in the Company's Common Stock, the Standard &
Poor's 400 Midcap Stock Index, the Standard & Poor's
500 Stock Index, the Standard & Poor's Midcap
Commercial Services-Specialized Index and the Dow Jones
General Industrial & Commercial Services Index and
assumes the reinvestment of all dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG MANPOWER, S&P 400 MIDCAP STOCK INDEX,
S&P 500 STOCK INDEX, S&P MIDCAP COMMERCIAL
SERVICES-SPECIALIZED INDEX AND
DOW JONES GENERAL INDUSTRIAL & COMMERCIAL SERVICES
INDEX
[Graph]
December 31,
1995 1996 1997 1998 1999 2000
Manpower $100 115 126 91 137 139
S&P 400 Midcap Stock Index $100 117 153 180 204 237
S&P 500 Stock Index $100 120 158 200 239 214
S&P Midcap Commercial
Services-Specialized Index $100 105 130 135 123 143
Dow Jones General Industrial &
Commercial Services Index $100 107 119 133 159 106
AUDIT COMMITTEE REPORT
The Audit Committee of the Company has:
(1) Reviewed and discussed the audited financial
statements for the fiscal year ended December 31, 2000
with management;
(2) Discussed with Arthur Andersen LLP the matters
required to be discussed by Statement on Auditing
Standards No. 61;
(3) Received the written disclosures and the letter
from Arthur Andersen LLP required by Independent
Standards Board Standard No. 1; and
(4) Discussed with Arthur Andersen LLP the auditors'
independence.
Based on these reviews and discussions, the Audit
Committee recommended to the Board of Directors that
the audited financial statements be included in the
Annual Report on Form 10-K.
Audit Fees. The aggregate fees billed for
professional services rendered by the independent
auditors for (1) the audit of the Company's financial
statements as of and for the year ended December 31,
2000 and (2) the review of the financial statements
included in the Company's Quarterly Reports on Form 10-
Q for the year were $1,192,400.
Financial Information Systems Design and
Implementation Fees. The aggregate fees billed for
professional services rendered by the independent
auditors during 2000 for (1) operating, or supervising
the operation of, the Company's information systems or
managing its local area networks and (2) designing or
implementing a hardware or software system that
aggregates source data underlying the Company's
financial statements or generates information that is
significant to its financial statements taken as a
whole were $131,000.
All Other Fees. The aggregate fees billed by the
independent auditors during 2000 for non-audit and non-
information systems related services were $4,199,000.
The Audit Committee has considered whether the
provision of financial information systems design and
implementation services and other non-audit services is
compatible with the auditors' independence and
satisfied itself as to the auditors' independence.
The Audit Committee
Newton N. Minow (Chairman)
Dudley J. Godfrey, Jr.
Marvin B. Goodman
J. Ira Harris
2. APPROVAL OF AMENDMENT TO THE ARTICLES OF
INCORPORATION
TO INCREASE THE SIZE OF THE BOARD OF DIRECTORS
On February 20, 2001, the Board of Directors of
the Company determined that it is advisable and in the
best interests of the Company and its shareholders to
amend the Company's Amended and Restated Articles of
Incorporation (the "Articles") to increase the
permitted maximum size of the Board of Directors.
Under the current Articles, the Board of Directors may
consist of no less than three and no more than eleven
directors, exclusive of the directors, if any, elected
by the holders of one or more series of preferred
stock. The amendment would increase the size of the
Board of Directors such that it would consist of no
less than three and no more than fifteen directors,
exclusive of the directors, if any, elected by the
holders of one or more series of preferred stock.
Accordingly, the Board of Directors has proposed an
amendment to the Articles increasing the permitted
maximum size of the Board of Directors for submission
to the Company's shareholders at the Annual Meeting.
The Board of Directors has directed the officers
of the Company to submit the following resolution,
which includes the text of the amendment to the
Articles, with the new text shown in bold type:
RESOLVED, that the existing Amended and
Restated Articles of Incorporation of the Company
shall be, and hereby are, amended as follows:
Article VIII is hereby amended by deleting
the first paragraph of Article VIII in its
entirety and replacing it with the following:
"The number of directors (exclusive of
directors, if any, elected by the holders of one
or more series of Preferred Stock, voting
separately as a series pursuant to the provisions
of these Articles of Incorporation applicable
thereto) shall not be less than 3 nor more than 15
directors, the exact number of directors to be
determined from time to time by resolution adopted
by the affirmative vote of a majority of the
entire Board of Directors then in office."
The remainder of Article VIII of the Articles will
remain unchanged.
The Board of Directors believes that an increase
in the maximum permitted number of directors would be
in the best interest of the Company because it would,
among other things, provide the Company's management
with the expertise, experience, strategic and
operational guidance and business judgment of a greater
number of individuals. The Board of Directors would
like to be able to consider new board members to
increase the range of expertise and experience on the
Board of Directors, but has recently been unable to do
so because it has the maximum number of directors
permitted by the Articles.
The affirmative vote of the holders of not less
than two-thirds of the outstanding total shares of
stock of the Company outstanding at the record date
will be required for approval of the amendment to the
Articles to increase the permitted size of the
Company's Board of Directors from between three and
eleven directors to between three and fifteen
directors. Abstentions will be counted as votes
against the proposal. Subject to the approval of the
proposed amendment to the Articles, the Board of
Directors has made a corresponding amendment to Section
3.2(a) of the Company's Amended and Restated By-Laws.
The Board of Directors recommends you vote FOR the
approval of the amendment to the Articles and your
proxy will be so voted unless you specify otherwise.
3. AMENDMENT TO THE 1994 EXECUTIVE STOCK OPTION
AND RESTRICTED STOCK PLAN OF MANPOWER INC.
General
In 1994 the Board of Directors adopted and the
shareholders approved the 1994 Executive Stock Option
and Restricted Stock Plan of Manpower Inc. (the "1994
Plan"). The purpose of the 1994 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. As adopted, the 1994 Plan
authorized 2,000,000 shares of Common Stock to be
issued, which was subsequently increased to 4,000,000
shares at the 1999 Annual Meeting of Shareholders. As
of February 26, 2001, there were 248,801 shares issued
under the 1994 Plan and 3,350,247 shares subject to
outstanding options under the 1994 Plan, leaving a
balance of 400,952 shares.
In 1991 the Board of Directors adopted and in 1992
the shareholders approved the 1991 Directors Stock
Option Plan (the "1991 Plan"). The purpose of the 1991
Plan is to attract and retain superior directors, to
provide a stronger incentive for such directors to put
forth maximum effort for the continued success and
growth of the Company and its subsidiaries, and in
combination with these goals, to encourage stock
ownership in the Company by directors. As adopted, the
1991 Plan authorized 600,000 shares of common stock to
be issued, which was subsequently increased to 800,000
shares at the 1997 Annual Meeting of Shareholders. As
of February 26, 2001, there were 170,000 shares issued
under the 1991 Plan and 528,398 shares subject to
outstanding options under the 1991 Plan, leaving a
balance of 101,602 shares. The Board of Directors has
determined not to propose an increase the shares
authorized under the 1991 Plan, but rather to propose
to allow the directors to participate in the 1994 Plan.
Their participation in the 1994 Plan would be in place
of their participation of the 1991 Plan and would be on
terms substantially similar to the terms of their
participation in the 1991 Plan. If the proposed
amendment to the 1994 Plan is approved, no options will
be granted under the 1991 Plan following the Annual
Meeting.
The Board of Directors has amended the 1994 Plan
(i) to increase the number of shares of Common Stock
authorized under the 1994 Plan from 4,000,000 to
7,750,000 to accommodate future grants to employees and
directors and (ii) to permit the Company's directors to
participate in the 1994 Plan. This amendment has been
made to the 1994 Plan subject to approval by the
Company's shareholders. Accordingly, at the Annual
Meeting shareholders will consider a proposal to amend
the 1994 Plan to increase the number of shares
available for issuance under the 1994 Plan and to
permit the Company's directors to participate in the
1994 Plan. The proposed amended and restated 1994 Plan
is attached to this proxy statement as Appendix B and
reflects in bold type the proposed amendment to be
voted on at the Annual Meeting as well as certain other
amendments. The closing sale price of the Common Stock
on the New York Stock Exchange on March 14, 2001 was
$30.23.
Terms of the Plan
The Executive Compensation Committee (the
"Committee") administers the 1994 Plan as to employees.
All employees of the Company and its subsidiaries are
eligible to participate in the 1994 Plan. As of
February 26, 2001, the Company and its subsidiaries had
approximately 21,700 permanent employees eligible to
participate in the 1994 Plan. Under the 1994 Plan, the
Committee has sole authority in its discretion, subject
to the express provisions of the 1994 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 or restricted stock will be
granted, the amount of restricted stock to be granted,
the number of shares subject to each option and the
extent to which options may be exercised in
installments, and the terms and provisions of the
respective option agreements and the restricted stock
grants. Under the 1994 Plan, no employee is eligible
to receive options, or options granted in tandem with
stock appreciation rights, for more than 500,000 shares
during any three-year period, subject to adjustment as
provided in the 1994 Plan. The 1994 Plan is not
subject to any of the provisions of the Employee
Retirement Income Security Act of 1974, as amended, and
is not qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended.
In addition to the amendment to the 1994 Plan
described above, the Board of Directors has also
amended the 1994 Plan in several respects, including
amendments to eliminate the ability (i) to grant
options under the 1994 Plan at less than 100% of the
fair market value per share on the date of grant of
such option and (ii) to reprice options issued under
the 1994 Plan.
The Board of Directors may, from time to time,
amend the 1994 Plan in any respect. However, no
amendment may be made without the approval of the
Company's shareholders if shareholder approval is
required for such amendment under applicable tax,
securities or other law.
Federal Income Tax Consequences
In connection with the exercise of an option, a
participant may elect to satisfy his or her federal and
state income tax withholding obligations, if any, upon
exercise of the option by having the Company withhold a
portion of the shares otherwise to be delivered upon
exercise of the option having a fair market value equal
in whole or in part to the amount of federal and state
income taxes required to be withheld on exercise. In
connection with the vesting of restricted stock, a
participant may elect to satisfy his or her federal and
state income tax withholding obligations by
surrendering or having the Company retain a number of
vested shares having a fair market value equal to the
withholding obligation on the date the shares are
retained by the Company. A participant who makes an
election under Section 83(b) under the Internal Revenue
Code of 1986, as amended, relating to his restricted
stock may, at his election, satisfy his obligation for
the payment of withholding taxes by delivering to the
Company shares already owned having a fair market value
equal to the withholding obligation.
If a participant is an officer or director of the
Company within the remaining of Section 16 of the
Securities Exchange Act of 1934, as amended, special
rules may apply to the timing of the election and
withholding.
Vote Required and Board Recommendation
The affirmative vote of a majority of the votes
cast on the proposal is required to approve the
proposal, provided that the total number of votes cast
on the proposal represents over 50% of the Common Stock
entitled to vote on the proposal. Abstentions will not
be counted as voting, and, therefore, will have no
impact on the approval of the proposal.
The Board of Directors recommends you vote FOR the
increase in the number of shares authorized under the
1994 Executive Stock Option and Restricted Stock Plan
of Manpower Inc. and your proxy will be so voted unless
you specify otherwise.
4. RATIFICATION OF INDEPENDENT AUDITORS
Upon recommendation of the Audit Committee and
subject to ratification by the shareholders at the
Annual Meeting, the Board of Directors has appointed
Arthur Andersen LLP, an independent public accounting
firm, to audit the consolidated financial statements of
the Company for the fiscal year ending December 31,
2001. Arthur Andersen LLP has audited the Company (or
its predecessors) since 1975. Representatives of
Arthur Andersen LLP will attend the Annual Meeting and
have the opportunity to make a statement if they so
desire, and will also be available to respond to
appropriate questions.
If the shareholders do not ratify the appointment
of Arthur Andersen LLP, the selection of the Company's
independent auditors will be reconsidered by the Board
of Directors.
The affirmative vote of a majority of the votes
cast on this proposal shall constitute ratification of
Arthur Andersen LLP as the independent auditors for the
fiscal year ending 2001. Abstentions will not be
counted as voting and, therefore, will have no impact
on the approval of the proposal.
The Board of Directors recommends you vote FOR the
ratification of the appointment of Arthur Andersen LLP
as the Company's independent auditors for the fiscal
year ending December 31, 2001 and your proxy will be so
voted unless you specify otherwise.
SUBMISSION OF SHAREHOLDER PROPOSALS
In accordance with the Company's By-Laws,
nominations, other than by or at the direction of the
Board of Directors, of candidates for election as
directors at the 2002 Annual Meeting of Shareholders
and any other shareholder proposed business to be
brought before the 2002 Annual Meeting of Shareholders
must be received by the Company no later than January
31, 2002. To be considered for inclusion in the proxy
statement solicited by the Board of Directors,
shareholder proposals for consideration at the 2002
Annual Meeting of Shareholders of the Company must be
received by the Company at the Company's principal
executive offices by November 30, 2001. Such
nominations or proposals must be submitted to Mr.
Michael J. Van Handel, Secretary, Manpower Inc., 5301
North Ironwood Road, Milwaukee, Wisconsin 53217. To
avoid disputes as to the date of receipt, it is
suggested that any shareholder proposal be submitted by
certified mail, return receipt requested.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of
1934 requires the Company's directors and officers to
file reports with the Securities and Exchange
Commission disclosing their ownership, and changes in
their ownership, of stock in the Company. Copies of
these reports must also be furnished to the Company.
Based solely on a review of these copies, the Company
believes that during 2000 all filing requirements were
met.
OTHER MATTERS
Although management is not aware of any other
matters that may come before the Annual Meeting, if any
such matters should be presented, the persons named in
the accompanying proxy intend to vote such proxy in
accordance with their best judgment.
Shareholders may obtain a copy of the Company's
Annual Report to the Securities and Exchange Commission
as filed on Form 10-K at no cost by writing to Mr.
Michael J. Van Handel, Secretary, Manpower Inc., 5301
North Ironwood Road, Milwaukee, Wisconsin 53217.
By Order of the Board of Directors,
Michael J. Van Handel, Secretary
Appendix A
CHARTER
AUDIT COMMITTEE
OF THE
BOARD OF DIRECTORS OF MANPOWER INC.
(Revised April 17, 2000)
I. PURPOSE.
The function of the Audit Committee of the Board
of Directors of Manpower Inc. (the "Company") is
to provide assistance to the Board of Directors in
fulfilling its responsibility to the shareholders,
to the investment community and to governmental
agencies relating to financial accounting and
reporting practices, the quality and integrity of
the financial reports of the Company, and
adherence to applicable legal, ethical and
regulatory requirements.
II. COMMITTEE COMPOSITION.
The Audit Committee (the "Committee") shall be
comprised of at least three members, consisting
solely of "independent" directors who are
"financially literate" or become "financially
literate" within a reasonable period of time after
their appointment to the Committee. At least one
member of the Committee shall have accounting or
related financial management experience, as the
Board of Directors interprets such qualification
in its business judgment.
A director is "independent" if he or she has no
relationship to the Company that may interfere
with the exercise of his or her independence from
management of the Company and otherwise meets the
requirements for independence set forth in the
rules of the New York Stock Exchange. The current
requirements of the New York Stock Exchange for
independence are attached hereto as Appendix A.
A "financially literate" director is one who the
Board of Directors in its business judgment deems
to be financially literate. Committee members may
enhance their familiarity with finance and
accounting by participating in educational
programs.
The members of the Committee shall be elected by
the Board of Directors to hold such office until
their successors have been duly elected and
qualified. Unless a Chairperson is elected by the
Board, the members of the Committee may designate
a Chairperson by majority vote of the full
Committee membership.
III. MEETINGS AND REPORTS.
The Committee shall meet as frequently as the
Committee deems necessary, but the Committee shall
meet at least annually. Meetings of the Committee
may be called by the Chairperson of the Committee
or otherwise as provided in the by-laws of the
Company. The Committee shall report periodically
to the Board of Directors regarding the
Committee's activities, findings and
recommendations.
IV. RESPONSIBILITIES AND POWERS.
The Committee's responsibilities shall include the
following:
A. Outside Auditors. The outside auditors for the
Company are ultimately accountable to the Board of
Directors and the Committee, and the Committee and
the Board of Directors shall have the ultimate
authority and responsibility to select, evaluate
and, where appropriate, replace the outside
auditors (and to nominate the outside auditors to
be proposed for shareholder approval in any proxy
statement). With respect to the outside auditors,
the Committee shall have the following additional
specific responsibilities.
1. Nominate and recommend to the Board of
Directors the selection of the independent
auditors for the annual audit to be proposed
for shareholder approval each year in the
Company's proxy statement for the Annual
Meeting of Shareholders.
2. Ensure that the outside auditors submit on a
periodic basis to the Committee a formal
written statement delineating all
relationships between the outside auditors
and the Company, actively engage in a dialog
with the outside auditors with respect to any
disclosed relationships or services that may
impact the objectivity and independence of
the outside auditors, and recommend that the
Board of Directors take appropriate action in
response to the outside auditors report to
satisfy itself of the outside auditors'
independence.
3. Receive the written disclosures in the letter
from the independent auditors required by
Independence Standards Board Standard No. 1
(Independence Discussions with Audit
Committees), as may be modified or
supplemented from time to time, and discuss
with the independent auditors the independent
auditors' independence.
4. Review each year the planned scope of the
examination of the Company's financial
statements by the independent auditors and
review and approve each year the fee
arrangements with the independent auditors,
and review the appointment of and fee
arrangements with any other external auditors
employed for other specific audit purposes.
5. Review with management and the independent
auditors, upon completion of their audit, the
annual financial statements to be included in
the Company's Annual Report on Form 10-K, as
well as any significant adjustments proposed
by the independent auditors, any changes in
the Company's accounting principles or their
application, past audit adjustments (as
relevant), and the quality of the Company's
reported earnings.
6. Discuss with the independent auditors the
matters required to be discussed by SAS 61 as
may be modified or supplemented from time to
time.
7. Based on the review and discussions referred
to above, make a recommendation to the Board
of Directors regarding inclusion of the
audited financial statements in the Company's
Annual Report on Form 10-K filed each year.
8. Meet privately periodically (but at least
annually) with the independent auditors to
review the adequacy of the Company's internal
controls, accounting policies and procedures,
the internal audit function, and particular
concerns of the Committee or the independent
auditors.
9. Review any recommendations of the independent
auditors resulting from the audit to be sure
that appropriate actions are taken by
management.
10. Review with management and/or the independent
auditors any matter of disagreement between
management and the independent auditors.
B. Internal Audit and Accounting.
1. Review with management on an ongoing basis
the adequacy of the Company's systems of
internal control to provide reasonable
assurance that assets are safeguarded,
prescribed policies and procedures are
followed and transactions are properly
recorded and reported.
2. Monitor the staffing and competency of the
internal audit department and review and
approve significant changes in the duties and
responsibilities of the internal audit
department.
3. Review the activities of the internal audit
department including the annual internal
audit plan.
4. Meet privately periodically (but at least
annually) with the head of the Company's
internal audit department to review the
adequacy of the Company's internal controls,
accounting policies and procedures, the
internal audit function, and particular
concerns of the Committee or the internal
audit department.
5. Review with management the status of tax
returns and tax audits.
6. Review expense account reimbursements of the
Company's executive officers.
C. Foreign Corrupt Practices Act and Conflicts of
Interest.
Monitor the Company's policies and procedures
regarding compliance with the Foreign Corrupt
Practices Act and conflicts of interest.
D. Special Investigations.
Direct any special investigations concerning
matters relating to the Company's financial
statements, internal controls, compliance with
applicable laws or business ethics.
E. Other.
1. Review and assess the adequacy of this
Charter on at least an annual basis.
2. As required under the rules of the Securities
and Exchange Commission, provide an Audit
Committee Report to be included in the
Company's annual proxy statement which states
whether the Committee has:
(a) reviewed and discussed with management
the Company's audited financial
statements,
(b) discussed with the independent auditors the
matters required to be discussed by SAS 61,
(c) received the written disclosures in the letter
from the independent auditors required by Independence
Standards Board Standard No. 1 and discussed with the
independent auditors the independent auditors'
independence, and
(d) whether the Committee recommended to the Board of
Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K
for the last fiscal year for filing with the Securities
and Exchange Commission.
3. On a quarterly basis, receive input from
management and the independent auditors on
the results of the SAS 71 review (to be
delegated to Chairman of Committee),
including any unusual items.
4. Monitor any litigation involving the Company
which may have a material financial impact on
the Company or relate to matters entrusted to
the Committee.
5. The Committee shall be available at all times to
receive reports, suggestions, questions or
recommendations relating to the matters for which it
has responsibility from the independent auditors, the
internal audit department, or management personnel.
Appendix B
1994 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN
OF
MANPOWER INC.
(Amended and Restated Effective May __, 2001)
PURPOSE OF THE PLAN
The purpose of the Plan is to attract and retain
superior Employees and Directors, to provide a stronger
incentive for such Employees and Directors to put forth
maximum effort for the continued success and growth of
the Company and its Subsidiaries, and in combination
with these goals, to encourage stock ownership in the
Company by Employees and Directors. The Board of
Directors 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 Directors and Employees,
except those Employees employed in the United Kingdom,
to whom the terms of Section B of the Plan apply.
(h) "Employee" shall mean an individual who
is an employee of the Company or a Subsidiary.
(i) "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.
(j) "Holder" shall mean an Employee to whom
an Option or Restricted Stock has been granted.
(k) "Incentive Stock Option" shall mean an
option to purchase Shares which complies with the
provisions of Section 422 of the Code.
(l) "Market Price" shall mean the closing
sale price of a Share on the New York Stock
Exchange as reported in the Midwest Edition of The
Wall Street Journal, or such other market price as
the Committee may determine in conformity with
pertinent law and regulations of the Treasury
Department.
(m) "Nonstatutory Stock Option" shall mean
an option to purchase Shares which does not comply
with the provisions of Section 422 of the Code or
which is designated as such pursuant to Paragraph
6 of the Plan, including such an option granted to
an individual who is an Employee of a Subsidiary
other than a subsidiary corporation of the Company
as defined in Section 424(f) of the Code.
(n) "Option" shall mean an Incentive Stock
Option or Nonstatutory Stock Option granted under
the Plan.
(o) "Option Agreement" shall mean the
agreement between the Company and a Director or an
Employee whereby an Option is granted to such
Director or Employee.
(p) "Plan" shall mean the 1994 Executive
Stock Option and Restricted Stock Plan of the
Company.
(q) "Restricted Stock" shall mean Shares
granted to an Employee by the Committee which are
subject to restrictions imposed under Paragraph 9
of the Plan.
(r) "SAR" shall mean a stock appreciation
right granted in tandem with an Incentive Stock
Option or a Nonstatutory Stock Option pursuant to
Paragraph 6 of the Plan.
(s) "Share" or "Shares" shall mean the $0.01
par value common stock of the Company.
(t) "Subsidiary" shall mean any subsidiary
of the Company, including without limitation, a
subsidiary corporation of the Company as defined
in Section 424(f) of the Code.
(u) "Triggering Event" shall mean the first
to occur of any of the following:
(1) the acquisition (other than from
the Company), by any person, entity or group
(within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act), directly or
indirectly, of beneficial ownership (within
the meaning of Exchange Act Rule 13d-3) of
20% or more of the then outstanding shares of
common stock of the Company or voting
securities representing 20% or more of the
combined voting power of the Company's then
outstanding voting securities entitled to
vote generally in the election of directors;
provided, however, no Triggering Event shall
be deemed to have occurred as a result of an
acquisition of shares of common stock or
voting securities of the Company (i) by the
Company, any of its Subsidiaries, or any
employee benefit plan (or related trust)
sponsored or maintained by the Company or any
of its Subsidiaries or (ii) by any other
corporation or other entity with respect to
which, following such acquisition, more than
60% of the outstanding shares of the common
stock, and voting securities representing
more than 60% of the combined voting power of
the then outstanding voting securities
entitled to vote generally in the election of
directors, of such other corporation or
entity are then beneficially
owned, directly or indirectly, by the persons
who were the Company's shareholders immediately
prior to such acquisition in substantially the
same proportions as their ownership, immediately
prior to such acquisition, of the Company's
then outstanding common stock or then
outstanding voting securities, as the case
may be; or
(2) any merger or consolidation of the
Company with any other corporation, other
than a merger or consolidation which results
in more than 60% of the outstanding shares of
the common stock, and voting securities
representing more than 60% of the combined
voting power of the then outstanding voting
securities entitled to vote generally in the
election of directors, of the surviving or
consolidated corporation being then
beneficially owned, directly or indirectly,
by the persons who were the Company's
shareholders immediately prior to such
acquisition in substantially the same
proportions as their ownership, immediately
prior to such acquisition, of the Company's
then outstanding common stock or then
outstanding voting securities, as the case
may be; or
(3) any liquidation or dissolution of
the Company or the sale or other disposition
of all or substantially all of the assets of
the Company; or
(4) individuals who, as of the date
this Plan is adopted by the Board of
Directors of the Company, constitute the
Board of Directors of the Company (as of such
date, the "Incumbent Board") cease for any
reason to constitute at least a majority of
such Board; provided, however, that any
person becoming a director subsequent to the
date this Plan is adopted by the Board of
Directors of the Company whose election, or
nomination for election by the shareholders
of the Company, was approved by a vote of at
least a majority of the directors then
comprising the Incumbent Board shall be, for
purposes of this Plan, considered as though
such person were a member of the Incumbent
Board but excluding, for this purpose, any
such individual whose initial assumption of
office occurs as a result of an actual or
threatened election contest which was (or, if
threatened, would have been) subject to
Exchange Act Rule 14a-11; or
(5) the Company shall enter into any
agreement (whether or not conditioned on
shareholder approval) providing for or
contemplating, or the Board of Directors of
the Company shall approve and recommend that
the shareholders of the Company accept, or
approve or adopt, or the shareholders of the
Company shall approve, any acquisition that
would be a Triggering Event under clause (1),
above, or a merger or consolidation that
would be a Triggering Event under clause (2),
above, or a liquidation or dissolution of the
Company or the sale or other disposition of
all or substantially all of the assets of the
Company; or
(6) whether or not conditioned on
shareholder approval, the issuance by the
Company of common stock of the Company
representing a majority of the outstanding
common stock, or voting securities
representing a majority of the combined
voting power of the outstanding voting
securities of the Company entitled to vote
generally in the election of directors, after
giving effect to such transaction.
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
7,750,000 Shares, which may be treasury Shares or
authorized but unissued Shares, or a combination of the
two, subject to adjustment as provided in Paragraph 14
hereof; provided, however, in no event shall the number
of Shares of Restricted Stock granted under the Plan
exceed 500,000 Shares (subject to adjustment as
provided in Paragraph 14 hereof) and, provided further,
in no event shall the number of Shares delivered
through the exercise of Incentive Stock Options exceed
1,000,000 Shares (subject to adjustment as provided in
Paragraph 14 hereof). Any Shares subject to an Option
or grant of Restricted Stock (or portion thereof) which
are settled in cash, or Shares which are used in
settlement of tax withholding obligations, shall be
deemed not to have been issued for purposes of
determining the maximum number of Shares available for
issuance under the Plan. Likewise, if any Option is
exercised by tendering Shares, either actually or by
attestation, to the Company as full or partial payment
for such exercise under this Plan, only the number of
Shares issued net of the Shares tendered shall be
deemed issued for purposes of determining the maximum
number of Shares available for issuance under the Plan.
The Holder of an Option or a Director shall be entitled
to the rights and privileges of ownership with respect
to the Shares subject to the Option only after actual
purchase and issuance of such Shares pursuant to
exercise of all or part of an Option. No Employee
shall be eligible to receive Options, or Options
granted in tandem with SARs, for more than 500,000
Shares during any three-year period, subject to
adjustment as provided in Paragraph 14 hereof. In
addition, no Employee shall be eligible to receive
Restricted Stock in an amount in excess of $2,500,000
(valuing the Shares at their Market Price on the date
of grant) during any three-year period.
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of
Directors with respect to grants to Directors under the
Plan. The Plan shall be administered as follows with
respect to Employees:
(a) The Plan shall be administered by the
Committee. Except as otherwise determined by the Board
of Directors, the Committee shall be so constituted as
to permit the Plan to comply with Rule 16b-3 of the
Exchange Act, as such rule is currently in effect or as
hereafter modified or amended ("Rule 16b-3"), Section
162(m) of the Code and any regulations promulgated
thereunder, or any other statutory rule or regulatory
requirements. The members of the Committee shall be
appointed from time to time by the Board of Directors.
A majority of the Committee shall constitute a quorum
thereof and the acts of a majority of the members
present at any meeting of the Committee of which a
quorum is present, or acts approved in writing by all
of the members of the Committee, shall be the acts of
the Committee.
(b) The Committee shall have sole authority in
its discretion, but always subject to the express
provisions of the Plan, to determine the exercise price
of the Shares covered by each Option, the Employees to
whom and the time or times at which Options and
Restricted Stock shall be granted, the amount of
Restricted Stock to be granted, the number of Shares to
be subject to each Option and the extent to which
Options may be exercised in installments; to interpret
the Plan; to prescribe, amend, and rescind rules and
regulations pertaining to the Plan; to determine the
terms and provisions of the respective Option
Agreements and Restricted Stock grants; and to make all
other determinations and interpretations deemed
necessary or advisable for the administration of the
Plan. The Committee's determination of the foregoing
matters shall be conclusive and binding on the Company,
all Employees, all Holders and all other persons.
5. ELIGIBILITY
Only Directors and Employees shall be eligible to
receive Options under the Plan and only Employees shall
be eligible to receive Restricted Stock under the Plan.
In determining the Employees to whom Options and
Restricted Stock shall be granted and the number of
Shares to be covered by each Option or grant of
Restricted Stock, the Committee may take into account
the nature of the services rendered by the respective
Employees, their present and potential contributions to
the success of the Company, and other such factors as
the Committee in its discretion shall deem relevant.
Options and Restricted Stock may be granted to
Employees who are foreign nationals on such terms and
conditions different from those specified in the Plan
as the Committee considers necessary or advisable in
order to achieve the objectives of the Plan or to
comply with applicable laws, including, at the
Committee's sole discretion, the setting of equivalent
exercise prices in both U.S. dollars and the local
currency of such an Employee. An Employee who has been
granted an Option or Restricted Stock under the Plan
may be granted additional Options or Restricted Stock
under the Plan if the Committee shall so determine
subject to the limitations contained in Paragraph 3.
The Company shall effect the granting of Options under
the Plan by execution of Option Agreements. No Option
or Restricted Stock may be granted under the Plan to
any Employee who is then a member of the Committee.
6. OPTIONS: GENERAL PROVISIONS
(a) The following provisions apply to Options
granted to Employees under this Plan:
(i) Types of Options. An Option to purchase
Shares granted pursuant to this Plan shall be
specified to be either an Incentive Stock Option
(as described in Paragraph 7) or a Nonstatutory
Stock Option (as described in Paragraph 8). An
Option Agreement executed pursuant to this Plan
may include both an Incentive Stock Option and a
Nonstatutory Stock Option, provided each Option is
clearly identified as either an Incentive Stock
Option or a Nonstatutory Stock Option. An Option
Agreement executed pursuant to this Plan shall in
no event provide for the grant of a tandem Option,
wherein two Options are issued together and the
exercise of one affects the right to exercise the
other.
(ii) General Exercise Period. No Option
granted under this Plan shall provide for its
exercise earlier than one year from the date of
grant except as otherwise determined by the
Committee. The Committee may, in its discretion,
(i) require that a Holder be employed by the
Company or a Subsidiary for a designated number of
years prior to the exercise by the Holder of any
Option or portion of an Option granted under this
Plan, and (ii) determine the periods during which
Options or portions of Options may be exercised by
a Holder. Any of the foregoing requirements or
limitations may be reduced or waived by the
Committee in its discretion, unless such reduction
or waiver is prohibited by the Code or other
applicable law. Notwithstanding any limitation
established by the Committee on the exercise of
any Option or anything else to the contrary herein
contained, upon the occurrence of a Triggering
Event, all outstanding Options shall become
immediately exercisable. Notwithstanding the
foregoing, no Stock Option shall (i) be granted
after ten (10) years from the date this Plan is
adopted by the Company's Board of Directors, or
(ii) be exercisable after the expiration of ten
(10) years from its date of grant. Every Option
which has not been exercised within ten years of
its date of grant shall lapse upon the expiration
of said ten-year period unless it shall have
lapsed at an earlier date.
(iii) Stock Appreciation Rights. Stock
appreciation rights ("SARs") may be granted in
tandem with Incentive Stock Options and
Nonstatutory Stock Options and each SAR granted
under this Plan shall be subject to such terms and
conditions not inconsistent with the Plan as the
Committee shall impose, including the following:
(1) An SAR shall be exercisable only to
the extent the underlying Option is
exercisable.
(2) An SAR shall expire no later than
the expiration of the underlying Option.
(3) An SAR shall be transferable only
when the underlying Option is transferable,
and under the same conditions.
(4) An SAR shall entitle the Holder to
receive from the Company, in exchange for the
surrender of an Option as to all or any
portion of the Shares subject thereto, that
number of full Shares having an aggregate
Market Price, as of the date of surrender,
substantially equal to (but not more than)
the excess of the Market Price of one Share
on the business day immediately preceding the
date of surrender (the "Valuation Date") over
the option exercise price specified with
respect to such Option as set forth in the
applicable Option Agreement, multiplied by
the number of Shares as to which the Option
is surrendered. However, the Company, as
determined in the sole discretion of the
Committee, shall be entitled to elect to
settle its obligation arising out
of the exercise of an SAR by the payment of
cash equal to the aggregate Market Price of
the Shares it would otherwise be obligated to
deliver, or by the issuance of a combination
of Shares and cash, in the proportions
determined by the Committee, equal to the
aggregate Market Price of the Shares the
Company would otherwise be obligated to
deliver.
(5) An SAR can be exercised only when
there is a positive spread, i.e., when the
Market Price of the Shares subject to the
Option exceeds the exercise price of such
Option. An SAR can be exercised only at such
times expressly permitted by Rule 16b-3 of
the Exchange Act and such other securities
laws as may be applicable to the exercise of
such SAR.
(iv) Payment of Exercise Price. The exercise price
shall be payable in whole or in part in cash, Shares
held by the Holder for more than six months, other
property, or such other consideration consistent with
the Plan's purpose and applicable law as may be
determined by the Committee from time to time. Unless
otherwise determined by the Committee, such price shall
be paid in full at the time that an Option is
exercised. If the Holder elects to pay all or a part
of the exercise price in Shares, such Holder may make
such payment by delivering to the Company a number of
Shares already owned by the Holder for more than six
months which are equal in value to the purchase or
exercise price. All Shares so delivered shall be
valued at their Market Price on the business day
immediately preceding the day on which such Shares are
delivered.
(b) The Board of Directors shall adopt terms
governing Options granted to Directors under
this Plan, including terms relating to the
number of Shares covered by an Option, the
exercise price of an Option, the exercise
period for an Option and the payment of the
exercise price for an Option, which terms
shall be consistent with the terms governing
such matters under the 1991 Directors Stock
Option Plan of Manpower Inc. as in effect on
May 1, 2001.
7. INCENTIVE STOCK OPTIONS
This Paragraph sets forth the special provisions
that govern Incentive Stock Options granted to
Employees under this Plan. Any Incentive Stock Option
granted under this Plan may, if so expressly stated in
the Option Agreement pertaining to such Option, include
an SAR, as described in Subparagraph 6(c), above.
(a) Maximum Calendar Year Grant to Any
Employee. The aggregate fair market value
(determined at the time the Option is granted) of
the Shares with respect to which Incentive Stock
Options are exercisable for the first time by any
Holder during any calendar year under this Plan
(and under all other plans of the Company or any
Subsidiary) shall not exceed $100,000, and/or any
other limit as may be prescribed by the Code from
time to time.
(b) Option Exercise Price. The per share
purchase price of the Shares under each Incentive
Stock Option granted pursuant to this Plan shall
be determined by the Committee but shall not be
less than one hundred percent (100%) of the fair
market value per Share on the date of grant of
such Option. The fair market value per Share on
the date of grant shall be the Market Price for
the business day immediately preceding the date of
grant of such Option.
8. NONSTATUTORY STOCK OPTIONS
This Paragraph sets forth the special provisions
that govern Nonstatutory Stock Options granted under
this Plan. Any Nonstatutory Stock Option granted to an
Employee under this Plan may, if so expressly stated in
the Option Agreement pertaining to such Option, include
an SAR, as described in Subparagraph 6(c), above,
either at the time of grant or by subsequent amendment
of the Option Agreement.
Option Exercise Price. The per share
purchase price of the Shares under each
Nonstatutory Stock Option granted pursuant to this
Plan shall be determined by the Committee but
shall not be less than one hundred percent (100%)
of the fair market value per Share on the date of
grant of such Option.
The fair market value per Share on the date of
grant shall be the Market Price for the business
day immediately preceding the date of grant of such
Option.
9. RESTRICTED STOCK
(a) Restrictions. All Restricted Stock
shall be subject to the following restrictions:
(1) The Restricted Stock may not be
sold, assigned, conveyed, donated, pledged,
transferred or otherwise disposed of or
encumbered for the period described in
Subparagraph (a)(2), below, subject to the
provisions of Subparagraph (a)(4), below. In
the event that a Holder shall sell, assign,
convey, donate, pledge, transfer or otherwise
dispose of or encumber the Restricted Stock,
said Restricted Stock shall, at the
Committee's option, and in addition to such
other rights and remedies available to the
Committee (including the right to restrain or
set aside such transfer), upon written notice
to the transferee thereof at any time within
ninety (90) days after its discovery of such
transaction, be forfeited to the Company.
(2) The nature and extent of any
additional restrictions and the period for
which shares shall be restricted (the
"Restricted Period") shall be determined by
the Committee. Except as otherwise
determined by the Committee, the Restricted
Period shall be seven years and the
restrictions imposed upon such Restricted
Stock shall automatically lapse as to
one-fifth of such Restricted Stock on the
last day of each of the third, fourth, fifth,
sixth and seventh years after the date of
grant of such Restricted Stock.
(3) Except as provided in Subparagraph
(a)(4), below, in the event that a Holder's
employment with the Company or a Subsidiary
is terminated for any reason, said Restricted
Stock shall be forfeited to the Company
unless the Committee, in its sole discretion,
determines otherwise.
(4) In the event a Holder terminates
his employment with the Company or a
Subsidiary because of normal retirement (as
defined in the Manpower Inc. Retirement Plan
or any successor plan providing retirement
benefits), death, Disability, early
retirement with the consent of the Committee,
or for other reasons determined by the
Committee in its sole discretion to be
appropriate, all such restrictions which
would otherwise be in effect by virtue of
this Subparagraph (a) shall immediately
lapse.
(5) Notwithstanding anything to the
contrary herein contained, upon the
occurrence of a Triggering Event, the
restrictions provided in this Subpara
graph (a) applicable to any Restricted Stock
then held by a Holder shall immediately
lapse, and all such Restricted Stock shall be
treated as Shares of the Company and the
holders thereof shall be entitled to receive
the same consideration thereupon, if any,
payable to the holders of outstanding Shares
of the Company in connection with the
Triggering Event.
(b) Rights as Shareholders. During the
Restricted Period, the Committee may, in its
discretion, limit the shareholder rights granted
to a Holder with respect to the Restricted Stock
including, but not by way of limitation, the right
to vote such Restricted Stock and to receive
dividends thereon. The Company will
retain custody of the stock certificates
representing Restricted Stock during the
Restricted Period as well as a stock power signed
by the Employee to be used in the event the
Restricted Stock is forfeited pursuant to
Subparagraph (a) hereof.
10. CESSATION OF EMPLOYEE STATUS
(a) Any Holder who ceases to be an Employee
due to retirement on or after such Holder's normal
retirement date (as defined in the Manpower Inc.
Retirement Plan or any successor plan providing
retirement benefits) or due to early retirement
with the consent of the Committee shall have one
(1) year from the date of such cessation to
exercise any Option granted hereunder as to all or
part of the Shares
subject to such Option; provided, however, that no
Option shall be exercisable subsequent to ten (10)
years after its date of grant, and provided further
that on the date the Holder ceases to be an Employee,
he then has a present right to exercise such Option.
(b) Any Holder who ceases to be an Employee
due to Disability shall have one (1) year from the
date of such cessation to exercise any Option
granted hereunder as to all or part of the Shares
subject to such Option to the extent the Holder
then has a present right to exercise such Option
or would have become entitled to exercise such
Option had the Holder remained an Employee during
such one-year period; provided, however, that no
Option shall be exercisable subsequent to ten (10)
years after its date of grant.
(c) In the event of the death of a Holder
while an Employee, any Option granted to such
Holder shall, as to all or any part of the Shares
subject to such Option, be exercisable:
(1) For one (1) year after the Holder's
death, but in no event later than ten (10)
years from its date of grant;
(2) Only (A) by the deceased
Holder's designated beneficiary (such
designation to be made in writing at
such time and in such manner as the
Committee shall approve or prescribe),
or, if the deceased Holder dies without
a surviving designated beneficiary, (B)
by the personal representative,
administrator, or other representative
of the estate of the deceased Holder, or
by the person or persons to whom the
deceased Holder's rights under the
Option shall pass by will or the laws of
descent and distribution; and
(3) Only to the extent that the
deceased Holder would have been entitled to
exercise such Option on the date of the
Holder's death or would have become entitled
to exercise such Option had the Holder
remained employed during such one-year
period.
A Holder who has designated a beneficiary for
purposes of Subparagraph 10(c)(2)(A), above, may
change such designation at any time, by giving
written notice to the Committee, subject to such
conditions and requirements as the Committee may
prescribe in accordance with applicable law.
(d) If a Holder ceases to be an Employee for
a reason other than those specified above, the
Holder shall have three (3) months from the date
of such cessation to exercise any Option granted
hereunder as to all or part of the Shares subject
thereto; provided, however, that no Option shall
be exercisable subsequent to ten (10) years after
its date of grant, and provided further that on
the date the Holder ceases to be an Employee, he
then has a present right to exercise such Option.
Notwithstanding the foregoing, (i) if a Holder
ceases to be an Employee for Cause, to the extent
an Option is not effectively exercised prior to
such cessation, it shall lapse immediately upon
such cessation and (ii) if a Holder ceases to be
an Employee in anticipation of, or as a result of,
a Triggering Event which results in a transaction
which will be accounted for using the pooling of
interests accounting method, any Holder who is an
executive officer for purposes of Section 16(b) of
the Exchange Act shall have the greater of (a) six
(6) months and (1) day or (b) ten (10) business
days following the release of 30 days of combined
results of the Company and any acquiring company,
to exercise any Option granted hereunder as to all
or part of the Shares subject thereto.
(e) The Committee may in its sole discretion
increase the periods permitted for exercise of an
Option if a Holder ceases to be an Employee as
provided in Subparagraphs 10(a), (b), (c) and (d),
above, if allowable under applicable law;
provided, however, in no event shall an Option be
exercisable subsequent to ten (10) years after its
date of grant.
(f) The Plan shall not confer upon any
Holder any right with respect to continuation of
employment by the Company or a Subsidiary, nor
shall it interfere in any way with the right of
the Company or such Subsidiary to terminate any
Holder's employment at any time.
11. TRANSFERABILITY
(a) The following provisions apply to Options and
SARs granted to Employees under this Plan:
(i) Except as otherwise provided in this
Paragraph 11, or unless otherwise provided by the
Committee, Options and SARs granted to a Holder
under this Plan shall be not transferable, and
during the lifetime of the Holder shall be
exercisable only by the Holder. A Holder shall
have the right to transfer the Options and SARs
granted to such Holder upon such Holder's death,
either pursuant to a beneficiary designation
described in Subparagraph 10(c)(2)(A), above, or,
if the deceased Holder dies without a surviving
designated beneficiary, by the terms of such
Holder's will or under the laws of descent and
distribution, subject to the limitations set forth
in Paragraph 10, above, and all such distributees
shall be subject to all terms and conditions of
this Plan to the same extent as would the Holder,
except as otherwise expressly provided herein or
as determined by the Committee.
(ii) An Option Agreement may provide that
Options are transferable to members of the
Holder's immediate family, to trusts for the
benefit of such immediate family members, and to
partnerships in which such family members are the
only partners; provided, however, that Options
granted to any Holder subject to Section 16 of the
Exchange Act shall be transferable to members of
the Holder's immediate family, to trusts for the
benefit of such immediate family members, and to
partnerships in which such family members are the
only partners. For purposes of the preceding
sentence, "immediate family" shall mean a Holder's
children, grandchildren, and spouse.
(b) The Board of Directors shall adopt terms that
govern the transferability of Options granted to
Directors under this Plan which shall be consistent
with the terms governing transferability of options
under the 1991 Directors Stock Option Plan of Manpower
Inc. as in effect on May 1, 2001.
12. EXERCISE
An Option Agreement may provide for exercise of an
Option by a Holder in such amounts and at such times as
shall be specified therein; provided, however, except
as provided in Paragraph 10, above, no Option may be
exercised unless the Holder is then in the employ of
the Company or a Subsidiary and shall have been
continuously so employed since its date of grant.
Except as other permitted by the Committee, an Option
shall be exercisable by a Holder's giving written
notice of exercise to the Secretary of the Company
accompanied by payment of the required exercise price.
The Holder who elects to exercise an SAR shall so
notify the Secretary of the Company in writing, and, in
conjunction therewith, the Holder's Option Agreement
shall be appropriately amended or cancelled. The
Company shall have the right to delay the issue or
delivery of any Shares under the Plan until (a) the
completion of such registration or qualification of
such Shares under any federal or state law, ruling or
regulation as the Company shall determine to be
necessary or advisable, and (b) receipt from the Holder
of such documents and information as the Committee may
deem necessary or appropriate in connection with such
registration or qualification.
Notwithstanding the preceding paragraph, an Option
shall be exercisable by a Director by such Director
giving written notice of exercise to the Secretary of
the Company specifying the number of Shares to be
purchased accompanied by payment in full of the
required exercise price. The Company shall have the
right to delay the issue or delivery of any Shares
under the Plan until (a) the completion of such
registration or qualification of such Shares under any
federal or state law, ruling or regulation as the
Company shall determine to be necessary or advisable,
and (b) receipt from the Director of such documents and
information as the Company may deem necessary or
appropriate in connection with such registration or
qualification.
13. SECURITIES LAWS
Each Option Agreement and any grant of Restricted
Stock shall contain such representations, warranties
and other terms and conditions as shall be necessary in
the opinion of counsel to the Company to comply with
all applicable federal and state securities laws.
14. ADJUSTMENT PROVISIONS
In the event of any stock dividend, split-up,
recapitalization, merger, consolidation, combination or
exchange of shares, or the like, as a result of which
shares of any class shall be issued in respect of the
outstanding Shares, or the Shares shall be changed into
the same or a different number of the same or another
class of stock, or into securities of another person,
cash or other property (not including a regular cash
dividend), the total number of Shares authorized to be
offered in accordance with Paragraph 3, the number of
Shares subject to each outstanding Option, the number
of Shares of Restricted Stock outstanding, the exercise
price applicable to each Option, the consideration to
be received upon exercise of each Option or SAR and/or
the per Employee limitation on the number of Shares
subject to Options contained in Paragraph 3 shall be
adjusted as deemed equitable by the Committee. In
addition, the Committee shall, in its sole discretion,
have authority to provide, in appropriate cases, for
(i) waiver in whole or in part, of any remaining
restrictions or vesting requirements in connection with
any Option, SAR or Restricted Stock granted hereunder
and/or (ii) the conversion of outstanding Options or
SARs into cash or other property to be received in
certain of the transactions specified in the preceding
sentence upon effectiveness of such transactions. Any
adjustment, waiver, conversion or the like carried out
by the Committee under this Paragraph shall be
conclusive and binding for all purposes of the Plan.
Notwithstanding the foregoing paragraph, the Board
of Directors shall adopt terms governing the adjustment
of Options granted to Directors under the Plan which
shall be consistent with the terms governing adjustment
of options under the 1991 Directors Stock Option Plan
of Manpower Inc. as in effect on May 1, 2001.
15. TAXES
(a) The Company shall be entitled to pay or
withhold the amount of any tax which it believes
is required as a result of the grant or exercise
of any Option or SAR under the Plan, and the
Company may defer making delivery with respect to
cash and/or Shares obtained pursuant to exercise
of any Option or SAR until arrangements
satisfactory to it have been made with respect to
any such withholding obligations. An Employee of
Director 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 or Director having an aggregate
Market Price on the business day immediately
preceding the day on which such Shares are
delivered equal to the amount of the 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 or a Director,
adversely affect the rights of such Holder or Director
under an outstanding Option or grant of Restricted
Stock then held by the Holder or Director.
The Committee 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; provided, further,
that the Committee may not adjust or amend the exercise
price of any outstanding Option or SAR, whether through
amendment, cancellation or replacement grants, or any
other means.
18. OTHER BENEFIT AND COMPENSATION PROGRAMS
Payments and other benefits received by an
Employee under an Option, SAR, or Restricted Stock
granted pursuant to the Plan shall not be deemed a part
of such Employee's regular, recurring compensation for
purposes of the termination, indemnity or severance pay
law of any country and shall not be included in, nor
have any effect on, the determination of benefits under
any other employee benefit plan, contract or similar
arrangement provided by the Company or any Subsidiary
unless expressly so provided by such other plan,
contract or arrangement, or unless the Committee
expressly determines otherwise.
19. RULE 16b-3
(a) It is intended that the Plan meet all of
the requirements of Rule 16b-3 of the Exchange
Act. If any provision of the Plan would
disqualify the Plan, or would not comply with,
Rule 16b-3, such provision shall be construed or
deemed amended to conform to Rule 16b-3.
(b) Any election by an Employee subject to
Section 16 of the Exchange Act, pursuant to
Paragraph 6(a)(iv) or 15 hereof, may be made only
during such times as permitted by Rule 16b-3 and
may be disapproved by the Committee any time after
the election.
20. TENURE
The grant of an Option to a Director pursuant
to the Plan is no guarantee that a Director
will be renominated, reelected, or
reappointed as a Director; and nothing in the
Plan shall be construed as conferring upon a
Director the right to continue to be
associated with the Company as a Director or
otherwise.
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 June 3, 1999 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:
(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 30,000 pounds
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.
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".
(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
(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.
THIS PROXY, WHEN PROPERLY Please mark
EXECUTED, WILL BE VOTED your votes as
IN THE MANNER DIRECTED indicated in
HEREIN BY THE UNDERSIGNED this example. [x]
SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, 3 AND 4.
1. ELECTION OF DIRECTORS
WITHOLD NOMINEES: J. Ira Harris,
FOR all nominees AUTHORITY Terry A. Hueneke
listed to the to vote for and Willie D. Davis
right (except as all nominees
marked to the listed to the (INSTRUCTION: To withold authority
contrary) right to vote for any individual nominee,
[ ] [ ] write that nomminee's name in the
space provided below.)
2. Approval of amendment
to the 1994 Executive
Stock Option and __________________________________
Restricted Stock Plan
of Manpower Inc. to 5. In their discretion, the
increase the number of Proxies are authorized to
shares authorized for vote upon such other
issuance and to permit business as may properly
the Company's directors come before the meeting.
to participate in the
Plan. Please sign exactly as name
appears hereon. When shares
FOR AGAINST ABSTAIN are held by joint tenants,
[ ] [ ] [ ] both should sign. When signing
as attorney, executor,
3. Approval of amendment to administrator, trustee, or
Amended and Restated guardian, please give full title
Articles of Incorporation as such. If a corporation, please
of the Company to increase sign in full corporate name by
the maximum number of President or other authorized
directors. officer. If a partnership, please
sign in partnership name by
FOR AGAINST ABSTAIN authorized person.
[ ] [ ] [ ]
Dated:_____________________, 2001
4. Ratification of Arthur
Andersen LLP as the _________________________________
Company's independent (Signature)
auditors for 2001.
_________________________________
FOR AGAINST ABSTAIN (Signature if held jointly)
[ ] [ ] [ ]
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
FOLD AND DETACH HERE
MANPOWER INC.
Annual Meeting
of
Manpower Inc. Shareholders
Tuesday, May 1, 2001
10:00 a.m.
Bradley Pavilion of the Marcus Center
for the Performing Arts
929 North Water Street
Milwaukee, Wisconsin
Agenda
* Elect three directors to serve until
2004 as Class II directors.
* Approve the amendment to the 1994
Executive Stock Option and Restricted Stock
Plan of Manpower Inc. to increase the number
of shares authorized for issuance and to
permit the Company's directors to participate
in the Plan.
* Approve the amendment to the Company's
Amended and Restated Articles of
Incorporation to increase the maximum number
of directors.
* Ratify the appointment of Arthur
Andersen LLP as the Company's independent
auditors for 2001.
* Transact such other business as may
properly come before the meeting.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
MANPOWER INC.
The undersigned hereby appoints Jeffrey A. Joerres and
Michael J. Van Handel proxies, each with power to act
without the other and with power of substitution, and
hereby authorizes them to represent and vote, as
designated on the other side, all the shares of stock
of Manpower Inc. standing in the name of the
undersigned with all powers which the undersigned would
possess if present at the Annual Meeting of
Shareholders of the Company to be held May 1, 2001 or
any adjournment thereof.
(Continued, and to be marked, dated and signed, on the other side)
FOLD AND DETACH HERE
Financial Highlights
(in millions) 2000 1999
Systemwide Sales(a) $12,444.9 $11,511.4
Revenues from Services $10,842.8 $9,770.1
Operating Margin(b) $311.0 $258.6
(a) Represents total sales of Company-owned branches
and franchises.
(b) Represents Revenues from Services less Cost of
Services and Selling and Administrative Expenses
before non-recurring items, related to employee
severances, retirement costs and other associated
realignment costs, in 1999.