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ManpowerGroup Inc. – ‘10-Q’ for 3/31/14 – ‘EX-10.3’

On: Wednesday, 4/30/14, at 8:48am ET · For: 3/31/14 · Accession #: 871763-14-19 · File #: 1-10686

  As Of               Filer                 Filing    For·On·As Docs:Size

 4/30/14  ManpowerGroup Inc.                10-Q        3/31/14   66:5.9M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        2014 First Quarter Form 10-Q                        HTML    457K 
 2: EX-3.1      Amended and Restated By-Laws of Manpowergroup Inc.  HTML    120K 
 3: EX-10.1     Form of 2014 Career Share Agreement Under 2011      HTML     39K 
                Equity Incentive Plan                                            
 4: EX-10.2     Form of 2014 Performance Share Unit Agreement       HTML     49K 
 5: EX-10.3     Form of 2014 Performance Share Unit Agreement for   HTML     49K 
                Mr. Joerres and Mr. Van Handel                                   
 6: EX-10.4     2014 Restricted Stock Unit Agreement for Mr.        HTML     40K 
                Joerres                                                          
 7: EX-10.5     2014 Stock Option Agreement for Mr. Joerres         HTML     44K 
 8: EX-12.1     Statement Regarding Computation of Ratio of         HTML     46K 
                Earnings to Fixed Charges                                        
 9: EX-31.1     Certification of Jeffrey A. Joerres                 HTML     28K 
10: EX-31.2     Certification of Michael J. Van Handel              HTML     27K 
11: EX-32.1     Statement of Jeffrey A. Joerres                     HTML     21K 
12: EX-32.2     Statement of Michael J. Van Handel                  HTML     21K 
45: R1          Document and Entity Information                     HTML     45K 
36: R2          Consolidated Balance Sheets (Unaudited)             HTML    140K 
43: R3          Consolidated Balance Sheets (Unaudited)             HTML     48K 
                (Parenthetical)                                                  
47: R4          Consolidated Statements of Operations (Unaudited)   HTML     67K 
60: R5          Consolidated Statements Of Comprehensive Income     HTML     53K 
                (Loss) (Unaudited)                                               
37: R6          Consolidated Statements Of Comprehensive Income     HTML     26K 
                (Loss) (Unaudited) (Parenthetical)                               
42: R7          Consolidated Statements Of Cash Flows (Unaudited)   HTML    113K 
33: R8          Basis of Presentation and Accounting Policies       HTML     25K 
25: R9          Recently Issued Accounting Standards                HTML     29K 
62: R10         Share-Based Compensation Plans                      HTML     42K 
49: R11         Acquisitions                                        HTML     29K 
48: R12         Restructuring Costs                                 HTML     45K 
53: R13         Income Taxes                                        HTML     27K 
54: R14         Net Earnings Per Share                              HTML     41K 
52: R15         Goodwill and Other Intangible Assets                HTML    113K 
55: R16         Retirement Plans                                    HTML     46K 
44: R17         Shareholders' Equity                                HTML     45K 
46: R18         Interest and Other Expenses                         HTML     30K 
51: R19         Derivative Financial Instruments and Fair Value     HTML     56K 
                Measurements                                                     
66: R20         Segment Data                                        HTML     83K 
57: R21         Contingencies                                       HTML     24K 
39: R22         Basis of Presentation and Accounting Policies       HTML     25K 
                (Policies)                                                       
50: R23         Share-Based Compensation Plans (Tables)             HTML     38K 
41: R24         Restructuring Costs (Tables)                        HTML     44K 
22: R25         Net Earnings Per Share (Tables)                     HTML     37K 
58: R26         Goodwill and Other Intangible Assets (Tables)       HTML    113K 
63: R27         Retirement Plans (Tables)                           HTML     38K 
29: R28         Shareholders' Equity (Tables)                       HTML     33K 
28: R29         Interest and Other Expenses (Tables)                HTML     30K 
31: R30         Derivative Financial Instruments and Fair Value     HTML     55K 
                Measurements (Tables)                                            
32: R31         Segment Data (Tables)                               HTML     76K 
34: R32         Share-Based Compensation Plans (Details)            HTML     38K 
21: R33         Acquisitions (Details)                              HTML     22K 
56: R34         Restructuring Costs (Details)                       HTML     40K 
38: R35         Income Taxes (Details)                              HTML     38K 
40: R36         Net Earnings Per Share (Details)                    HTML     60K 
24: R37         Goodwill and Other Intangible Assets (Details)      HTML     93K 
65: R38         Goodwill and Other Intangible Assets, Changes in    HTML     39K 
                Goodwill (Details)                                               
19: R39         Goodwill and Other Intangible Assets, Goodwill by   HTML     32K 
                Reporting Unit (Details)                                         
35: R40         Retirement Plans (Details)                          HTML     49K 
59: R41         Shareholders' Equity (Details)                      HTML     67K 
23: R42         Interest and Other Expenses (Details)               HTML     33K 
27: R43         Derivative Financial Instruments and Fair Value     HTML     47K 
                Measurements (Details)                                           
30: R44         Segment Data (Details)                              HTML     64K 
64: XML         IDEA XML File -- Filing Summary                      XML     85K 
20: EXCEL       IDEA Workbook of Financial Reports                  XLSX    110K 
26: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    787K 
13: EX-101.INS  XBRL Instance -- man-20140331                        XML   1.22M 
15: EX-101.CAL  XBRL Calculations -- man-20140331_cal                XML    140K 
16: EX-101.DEF  XBRL Definitions -- man-20140331_def                 XML    293K 
17: EX-101.LAB  XBRL Labels -- man-20140331_lab                      XML   1.00M 
18: EX-101.PRE  XBRL Presentations -- man-20140331_pre               XML    595K 
14: EX-101.SCH  XBRL Schema -- man-20140331                          XSD    113K 
61: ZIP         XBRL Zipped Folder -- 0000871763-14-000019-xbrl      Zip    107K

‘EX-10.3’ — Form of 2014 Performance Share Unit Agreement for Mr. Joerres and Mr. Van Handel

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C: C:

Exhibit 10.3

ManpowerGroup Inc.

PERFORMANCE SHARE UNIT AGREEMENT

This Performance Share Unit Agreement (this “Agreement”) is executed as of _____________ by and between ManpowerGroup 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 2011 Equity Incentive Plan (the “Plan”) with the approval of the shareholders of the Corporation; and

WHEREAS, the Employee has been granted Performance Share Units 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 and Performance Goal. The Employee has been granted a Target Grant of _______ Performance Share Units under the Plan. The actual number of Performance Share Units that may be earned by Employee will be determined as described below, based upon the actual results for the Performance Period compared to the Performance Goal. If the Conditions are not satisfied, then except as otherwise provided in this Agreement, or the Plan (to the extent not superseded by this Agreement), no Performance Share Units shall be vested. The Performance Goal and the number of Performance Share Units that may be earned based on actual results for the average OPMP for the Performance Period will be as follows:

	Average OPMP for the Performance Period	Resulting Performance Share Units Earned

	Threshold OPMP (___%)	50% of Target Grant
	Target OPMP (____%)	100% of Target Grant
	Outstanding OPMP (____%)	200% of Target Grant

If actual OPMP for the Performance Period is below Threshold OPMP specified above, no Performance Share Units will be earned, and if actual OPMP for the Performance Period exceeds Outstanding OPMP specified above, the number of Performance Share Units earned will equal the number earned for Outstanding OPMP. Actual OPMP for the Performance Period between Threshold OPMP and Target OPMP, or between Target OPMP and Outstanding OPMP shall result in a number of Performance Share Units earned determined on a linear basis. Notwithstanding the foregoing, if the OP Dollar Gate of $__________ is not achieved during the Performance Period, the maximum number of Performance Share Units that can be earned will not exceed the Target Grant. Further, notwithstanding the foregoing, the Committee retains the discretion to decrease the number of Performance Share Units earned under this Award.

3. Award Payment. The number of Performance Share Units earned shall be paid in Shares after the Performance Period as soon as administratively practicable after the Committee has approved and certified the number of Performance Share Units that have been earned hereunder. Notwithstanding the foregoing, Awards of Performance Share Units that become earned and vested upon the Employee’s death, Disability or a Triggering Event as provided in Sections 4 or 5 below shall be paid in Shares as soon as administratively practicable after such death, Disability or Triggering Event. Further, to the extent that Performance Share Units granted hereunder become earned and vested in connection with the Employee’s Retirement, involuntary termination of employment (other than for Cause) or voluntary termination for Good Reason, such Award shall be paid to the Employee in Shares as soon as administratively practicable after the date the Committee has certified and approved the number of Performance Share Units that have been earned hereunder or, if required in order to avoid the imposition of a Section 409A penalty tax to the Employee, the payment of the Award shall be further delayed until the first business day after the date that is six (6) months after the date of the Employee’s “separation of service” as such term is defined under Section 409A of the Code.

4. Termination of Employment. Except as otherwise provided in the Plan and except as otherwise provided in this Agreement, Employee must be an employee of ManpowerGroup continuously from the date of this Award until the last day of the Performance Period in order for Employee to receive any Shares with respect to any Performance Share units he or she may earn hereunder. Notwithstanding the foregoing, Section 10(d)(2) of the Plan, regarding the earning and accelerated vesting of Awards upon a death, Disability or Retirement, shall not apply to this Agreement. Instead, upon Employee’s death or Disability during the Performance Period, Employee will immediately earn and become vested in the number of Performance Share Units the participant would have otherwise earned if 100% of the Target Performance Goal had been achieved at the end of the Performance Period. Upon Employee’s Retirement, involuntary termination of employment (other than for Cause) or voluntary termination for Good Reason during the Performance Period, Employee shall earn and become vested in the number of Performance Share Units that would have been earned at the end of the Performance Period if Employee had remained an Employee until the last day of the Performance Period, determined in accordance with the actual OPMP achieved at the end of the Performance Period, taking into account the achievement of the Annual OP Dollar Gate during the Performance Period.

5. Triggering Event. Section 10(e) of the Plan, regarding the earning and accelerated vesting of Awards after a Triggering Event or during a Protected Period, shall not apply to this Agreement. Instead,

If a Triggering Event occurs during the Performance Period, upon the Employee’s termination of employment by ManpowerGroup other than for Cause or upon the Employee’s voluntary termination of employment for Good Reason during the two-year period following the Triggering Event (but not later than the end of the Performance Period), Employee shall earn and/or become vested in the number of Performance Share Units that would have been earned if Employee had remained an Employee until the last day of the Performance Period (as determined by the Committee, taking into account (i) treatment of Participants with similar grants whose employment has continued beyond the Performance Period, (ii) revised Performance Goals, if any, as agreed to between the relevant parties to the Triggering Event, and (iii) the Company’s achievement toward the Performance Goals at the end of the Performance Period, if measurable after the Triggering Event).

If the Employee’s employment is terminated by ManpowerGroup other than for Cause or if the Employee voluntarily terminated his or her employment for Good Reason during a Protected Period, upon a Triggering Event, Employee shall earn and become vested in the same number of Performance Share Units that would have been earned if Employee had remained employed until the date of the Triggering Event and was terminated immediately thereafter (i.e., in the manner covered under Section 5(a) above.

6. Dividends and Voting Rights. The Employee shall not be entitled to receive any dividends for his or her Performance Share Units and shall not be entitled to voting rights with respect to such Performance Share Units.

7. 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 Performance Share Units or payments of Shares in connection with the Performance Share Units, and the Corporation may defer making delivery of any Shares in respect of Performance Share Units until arrangements satisfactory to the Corporation have been made with regard to any such payment, reimbursement, or withholding obligation.

8. Definitions.

a.	“Target Grant” means the number of Performance Share Units established for Employee to earn at Target OPMP.

“OPMP” means the Corporation’s annual operating profit divided by revenue from services, both determined in accordance with GAAP as reported on the Company’s audited financial statements, with adjustments to be made (a) to reverse the impact of a change in accounting method during the Performance Period or (b) for any of the following items that exceed $10 million in any year (the $10 million threshold to be measured separately for each item category):

i.	goodwill impairment;

ii.	nonrecurring restructuring gains or charges; and

iii.	nonrecurring accrual adjustments pertaining to periods outside of the period of measurement.

c.	“Performance Goal” means the OPMP targets for the Performance Period as set by the Administrator.

d.	“Performance Period” means the 36-month period beginning on January 1, 2014 and ending on December 31, 2016.

e.	“Service” means the period beginning on the date the Employee’s employment with ManpowerGroup commences and ending on the date the Employee’s employment with ManpowerGroup terminates.

“OP Dollar Gate” means the minimum average annual operating profit dollars that can be achieved during the Performance Period. Operating profit is determined in accordance with GAAP as reported on the Company’s audited financial statements, with adjustments to be made (a) to reverse the impact of a change in accounting method during the Performance Period or (b) for any of the following items that exceed $10 million in any year (the $10 million threshold to be measured separately for each item category):

i.	goodwill impairment;

ii.	nonrecurring restructuring gains or charges; and

iii.	nonrecurring accrual adjustments pertaining to periods outside of the period of measurement.

g.	“Retirement” will mean termination of the Employee’s employment on or after the Employee has attained age 55 and has completed 10 years of Service.

h.	“Termination for “Cause” will mean termination of the Employee’s employment upon:

i.	Employee’s repeated failure to perform his duties with the Corporation in a competent, diligent and satisfactory manner as determined by the Executive Compensation and Human Resources Committee of the Board of Directors;

ii.

Employee’s failure or refusal to follow the reasonable instructions or direction of the Board of Directors, which failure or refusal remains uncured, if subject to cure, to the reasonable satisfaction of the Executive Compensation and Human Resources Committee, for five (5) business days after receiving notice thereof from the Executive Compensation and Human Resources Committee, or repeated failure or refusal to follow the reasonable instructions or directions of the Corporation’s Board of Directors;

iii.	any act by Employee of fraud, material dishonesty or material disloyalty involving ManpowerGroup;

iv.	any violation by Employee of a ManpowerGroup policy of material import (including, but not limited to, the Code of Business Conduct and Ethics, the Statement of Policy on Securities Trading, the Foreign Corrupt Practices Act Compliance Policy and policies included in the Employee Handbook);

v.	any act by Employee of moral turpitude which is likely to result in discredit to or loss of business, reputation or goodwill of ManpowerGroup;

vi.	Employee’s chronic absence from work other than by reason of a serious health condition;

vii.	Employee’s commission of a crime the circumstances of which substantially relate to Employee’s employment duties with ManpowerGroup; or

viii.

the willful engaging by Employee in conduct which is demonstrably and materially injurious to ManpowerGroup. For purposes of this Agreement, no act, or failure to act, on Employee’s part will be deemed “willful” unless done, or omitted to be done, by Employee not in good faith.

i.	“Good Reason” will mean, without the Employee’s consent, the occurrence of any one or more of the following:

i.	any material breach of any material obligation of ManpowerGroup for the payment or provision of compensation or other benefits to Employee;

ii.	a material diminution in Employee’s base salary;

iii.

a material diminution in Employee’s authority, duties or responsibilities, accompanied by a material reduction in Employee’s target bonus opportunity for a given fiscal year (as compared to the prior fiscal year), except where all senior level executives have similar proportionate reductions in their target bonus percentages;

iv.	a material diminution in Employee’s authority, duties or responsibilities which is not accompanied by a material reduction in Employee’s target bonus opportunity but which diminution occurs within two years after the occurrence of a Triggering Event;

a material reduction in Employee’s target bonus opportunity for a given fiscal year (as compared to the prior fiscal year) which is not accompanied by a material diminution in Employee’s authority, duties or responsibilities, but which reduction occurs within two years after the occurrence of a Triggering Event;

vi.	Employee’s being required by the Corporation to materially change the location of his principal office; provided such new location is one in excess of fifty miles from the location of Employee’s principal office before such change.

Notwithstanding the provisions above, Good Reason does not exist unless (i) Employee objects to any material diminution or breach described above by written notice to the Corporation within twenty (20) business days after such diminution or breach occurs, (ii) the Corporation fails to cure such diminution or breach within thirty (30) days after such notice is given and (iii) Employee’s employment with ManpowerGroup is terminated by Employee within ninety (90) days after such diminution or breach occurs.

9. 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 Performance Share Units.

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed as of the date and year first above written.

ManpowerGroup Inc.

By:

The undersigned Employee hereby accepts the foregoing grant of Performance Share Units and agrees to the several terms and conditions hereof and of the Plan.


Employee

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	12/31/16	10-K, 4
Filed on:	4/30/14	8-K
For Period end:	3/31/14	4
	1/1/14	4
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/24  ManpowerGroup Inc.                10-K       12/31/23  123:25M                                    Donnelley … Solutions/FA
 2/17/23  ManpowerGroup Inc.                10-K       12/31/22  127:35M                                    Donnelley … Solutions/FA
 2/18/22  ManpowerGroup Inc.                10-K       12/31/21  125:32M                                    Donnelley … Solutions/FA
 2/19/21  ManpowerGroup Inc.                10-K       12/31/20  127:34M                                    ActiveDisclosure/FA

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Filing Submission 0000871763-14-000019 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)