Manpower 10-K 2008
Documents found in this filing:
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this Agreement) is executed as of , 200 by and between MANPOWER INC., a Wisconsin corporation (the Corporation), and (the Employee).
W I T N E S S E T H:
WHEREAS the Board of Directors of the Corporation has established the 2003 Equity Incentive Plan (the Plan) with the approval of the shareholders of the Corporation; and
WHEREAS, the Employee has been granted Restricted Stock under the Plan subject to the terms provided in this Agreement and the Plan.
NOW, THEREFORE, the Corporation and the Employee hereby agree as follows:
1. Provisions of Plan Control. This Agreement shall be governed by the provisions of the Plan, the terms and conditions of which are incorporated herein by reference. The Plan empowers the Administrator to make interpretations, rules and regulations thereunder, and, in general, provides that determinations of the Administrator with respect to the Plan shall be binding upon the Employee. Unless otherwise provided herein, all capitalized terms in this Agreement shall have the meanings ascribed to them in the Plan. A copy of the Plan will be delivered to the Employee upon reasonable request.
2. Terms of Award. The Employee has been granted Shares of Restricted Stock under the Plan. Notwithstanding the terms of the Plan, the Administrator has determined that the Restricted Period is the period ending on , unless the Restricted Period ends sooner as provided in the Plan.
Notwithstanding the foregoing, the provisions of Section 8(e) of the Plan, regarding a Triggering Event, shall not apply to this Agreement. Instead, in connection with a Triggering Event, the Restricted Period shall end and all restrictions applicable to any Restricted Stock then held by the Employee shall lapse and the Shares of Restricted stock shall vest in full upon any of the following:
In the event of accelerated vesting due to the termination of Employees employment during a Protected Period, the accelerated vesting will occur as of the date of the Triggering Event.
Further, the provisions of Section 8(d)(2) of the Plan regarding normal retirement or early retirement shall not apply to this Agreement. Instead, upon the Employees Retirement, the Restricted Period shall end and all restrictions applicable to any Restricted Stock then held by the Employee shall immediately lapse and the Shares of Restricted Stock shall vest in full.
Finally, notwithstanding the foregoing, the Restricted Period shall end and the Employee shall become vested in a prorated number of Shares of Restricted Stock if the Shares have not previously vested or been forfeited, as follows:
For purposes of this paragraph:
Notwithstanding the provisions above, Good Reason does not exist unless (i) Employee objects to any material dimunition or breach described above by written notice to the Corporation within twenty (20) business days after such dimunition or breach occurs, (ii) the Corporation fails to cure such dimunition or breach within thirty (30) days after such notice is given and (iii) Employees employment with the Corporation is terminated by Employee within ninety (90) days after such dimunition or breach occurs.
3. Dividends and Voting Rights. The Employee shall be entitled to receive any dividends that become payable with respect to such shares of Restricted Stock and shall be entitled to voting rights with respect to such shares of Restricted Stock.
4. Taxes. The Corporation may require payment or reimbursement of or may withhold any tax that it believes is required as a result of the grant or vesting of such Restricted Stock or any payments in connection with the Restricted Stock, and the Corporation may defer making delivery of any Restricted Stock or Shares in respect of Restricted Stock until arrangements satisfactory to the Corporation have been made with regard to any such payment, reimbursement, or withholding obligation.
5. Stock Certificates. In accordance with the Plan, the Corporation will retain custody of the stock certificates representing Restricted Stock during the Restricted Period. As soon as practicable after the execution of this Agreement, the Participant shall deliver to the Corporation a stock power signed by the Participant to be used in the event the Restricted Stock is forfeited to the Corporation. The Participants signature on such stock power shall be guaranteed by an institution that is a member of a Medallion signature guarantee program or a similar signature guarantee program acceptable to the Corporations transfer agent.
6. Multiple Executed Copies. This Agreement may be executed in multiple copies, each of which will constitute an original, and which together will constitute one and the same agreement providing for a single grant of shares of Restricted Stock.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed as of the date and year first above written.
The undersigned Employee hereby accepts the foregoing grant of Restricted Stock and agrees to the several terms and conditions hereof and of the Plan.