|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/17/23 ManpowerGroup Inc. 10-K 12/31/22 127:35M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 7.36M
2: EX-10 Ex-10.6(C) HTML 142K
3: EX-10 Ex-10.6(D) HTML 142K
4: EX-10 Ex-10.8(A) HTML 141K
5: EX-10 Ex-10.8(B) HTML 144K
6: EX-21 Subsidiaries List HTML 489K
7: EX-23 Ex-23.1 HTML 36K
8: EX-24 Power of Attorney HTML 55K
9: EX-31 Ex-31.1 HTML 42K
10: EX-31 Ex-31.2 HTML 42K
11: EX-32 Ex-32.1 HTML 38K
12: EX-32 Ex-32.2 HTML 38K
18: R1 Document and Entity Information HTML 106K
19: R2 Consolidated Statements of Operations HTML 113K
20: R3 Consolidated Statements of Comprehensive Income HTML 72K
21: R4 Consolidated Statements of Comprehensive Income HTML 48K
(Parenthetical)
22: R5 Consolidated Balance Sheets HTML 178K
23: R6 Consolidated Balance Sheets (Parenthetical) HTML 60K
24: R7 Consolidated Statements of Cash Flows HTML 140K
25: R8 Consolidated Statements of Shareholders' Equity HTML 95K
26: R9 Consolidated Statements of Shareholders' Equity HTML 38K
(Parenthetical)
27: R10 Summary of Significant Accounting Policies HTML 581K
28: R11 Revenue Recognition HTML 456K
29: R12 Share-Based Compensation Plans HTML 466K
30: R13 Acquisitions and Dispositions HTML 131K
31: R14 Income Taxes HTML 380K
32: R15 Net Earnings Per Share HTML 91K
33: R16 Goodwill HTML 188K
34: R17 Debt HTML 122K
35: R18 Retirement and Deferred Compensation Plans HTML 942K
36: R19 Accumulated Other Comprehensive Loss HTML 77K
37: R20 Interest and Other Expenses (Income), Net HTML 73K
38: R21 Derivative Financial Instruments HTML 254K
39: R22 Leases HTML 166K
40: R23 Segment Data HTML 484K
41: R24 Contingencies HTML 44K
42: R25 Schedule II VALUATION AND QUALIFYING ACCOUNTS HTML 82K
43: R26 Summary of Significant Accounting Policies HTML 623K
(Policies)
44: R27 Summary of Significant Accounting Policies HTML 487K
(Tables)
45: R28 Revenue Recognition (Tables) HTML 437K
46: R29 Share-Based Compensation Plans (Tables) HTML 435K
47: R30 Acquisitions and Dispositions (Tables) HTML 86K
48: R31 Income Taxes (Tables) HTML 369K
49: R32 Net Earnings Per Share (Tables) HTML 88K
50: R33 Goodwill (Tables) HTML 192K
51: R34 Debt (Tables) HTML 92K
52: R35 Retirement and Deferred Compensation Plans HTML 914K
(Tables)
53: R36 Accumulated Other Comprehensive Loss (Tables) HTML 76K
54: R37 Interest and Other Expenses (Income), Net (Tables) HTML 73K
55: R38 Derivative Financial Instruments (Tables) HTML 233K
56: R39 Leases (Tables) HTML 170K
57: R40 Segment Data (Tables) HTML 481K
58: R41 Summary of Significant Accounting Policies - HTML 244K
Additional Information (Details)
59: R42 Summary of Significant Accounting Policies - HTML 48K
Summary of Rollforward of Allowance for Doubtful
Accounts (Details)
60: R43 Summary of Significant Accounting Policies - HTML 73K
Schedule of Changes in Restructuring Reserve
(Details)
61: R44 Summary of Significant Accounting Policies - HTML 56K
Schedule of Changes in Restructuring Reserve
(Parenthetical) (Details)
62: R45 Summary of Significant Accounting Policies - HTML 63K
Schedule of Assets and Liabilities Measured and
Recorded at Fair Value On Recurring Basis
(Details)
63: R46 Summary of Significant Accounting Policies - HTML 83K
Schedule of Goodwill, Finite-Lived Intangible
Assets and Indefinite-Lived Intangible Assets
(Details)
64: R47 Summary of Significant Accounting Policies - HTML 43K
Schedule of Goodwill, Finite-Lived Intangible
Assets and Indefinite-Lived Intangible Assets
(Parenthetical) (Details)
65: R48 Summary of Significant Accounting Policies - HTML 49K
Summary of Property and Equipment (Details)
66: R49 Revenue Recognition - Additional Information HTML 46K
(Details)
67: R50 Revenue Recognition - Disaggregation of Revenue HTML 158K
(Details)
68: R51 Share-Based Compensation Plans - Additional HTML 112K
Information (Details)
69: R52 Share-Based Compensation Plans - Summary of Stock HTML 79K
Option Activity (Details)
70: R53 Share-Based Compensation Plans - Schedule of HTML 66K
Options Outstanding and Exercisable (Details)
71: R54 Share-Based Compensation Plans - Assumptions Used HTML 47K
to Estimate Fair Value of Share Awards (Details)
72: R55 Share-Based Compensation Plans - Summary of HTML 69K
Restricted Stock Activity (Details)
73: R56 Share-Based Compensation Plans - Performance Share HTML 51K
Units (Details)
74: R57 Acquisitions and Dispositions - Additional HTML 116K
Information (Details)
75: R58 Acquisitions and Dispositions - Schedule of HTML 83K
Preliminary Allocation of Assets and Liabilities
(Details)
76: R59 Acquisitions and Dispositions - Historical HTML 59K
revenues from services (Details)
77: R60 Income Taxes - Schedule of Provision for Income HTML 65K
Taxes (Details)
78: R61 Income Taxes - Additional Information (Details) HTML 74K
79: R62 Income Taxes - Income Tax Reconciliation (Details) HTML 80K
80: R63 Income Taxes - Income Tax Reconciliation HTML 75K
(Parenthetical) (Details)
81: R64 Income Taxes - Deferred Income Taxes Temporary HTML 67K
Differences (Details)
82: R65 Income Taxes - Summary of Net Operating Loss HTML 56K
Carryforwards (Details)
83: R66 Income Taxes - Summary of Unrecognized Tax Benefit HTML 52K
Activity (Details)
84: R67 Net Earnings Per Share - Calculations of Net HTML 75K
Earnings Per Share - Basic and Diluted (Details)
85: R68 Net Earnings Per Share - Additional Information HTML 40K
(Details)
86: R69 Goodwill - Changes in Carrying Value of Goodwill HTML 94K
by Reportable Segment (Details)
87: R70 Goodwill - Changes in Carrying Value of Goodwill HTML 101K
by Reportable Segment (Parenthetical) (Details)
88: R71 Goodwill - Schedule of Goodwill Balances by HTML 72K
Reporting Unit (Details)
89: R72 Debt - Schedule of Short-Term Borrowings (Details) HTML 41K
90: R73 Debt - Additional Information (Details) HTML 123K
91: R74 Debt - Summary of Long-Term Debt (Details) HTML 52K
92: R75 Debt - Summary of Long-Term Debt (Parenthetical) HTML 44K
(Details)
93: R76 Retirement and Deferred Compensation Plans - HTML 114K
Additional Information (Details)
94: R77 Retirement and Deferred Compensation Plans - HTML 125K
Reconciliation of Changes in Benefit Obligations
and the Statement of Funded Status of Plan
(Details)
95: R78 Retirement and Deferred Compensation Plans - HTML 50K
Schedule of Amounts Recognized in Accumulated
Other Comprehensive Loss, Net of Tax (Details)
96: R79 Retirement and Deferred Compensation Plans - HTML 44K
Schedule of Plans with Accumulated Benefit
Obligations in Excess of Fair Value of Plan Assets
(Details)
97: R80 Retirement and Deferred Compensation Plans - HTML 43K
Schedule of Plans with Projected Benefit
Obligation in Excess of Fair Value of Plan Assets
(Details)
98: R81 Retirement and Deferred Compensation Plans - HTML 101K
Schedule of Components of Net Periodic Benefit
Cost and Other Amounts Recognized in Other
Comprehensive Loss (Income) (Details)
99: R82 Retirement and Deferred Compensation Plans - HTML 56K
Schedule of Weighted-Average Assumptions Used in
Measurement of Benefit Obligation and Net Periodic
Benefit Cost (Details)
100: R83 Retirement and Deferred Compensation Plans - HTML 117K
Schedule of Fair Value of Pension Plan Assets by
Asset Category (Details)
101: R84 Retirement and Deferred Compensation Plans - HTML 50K
Schedule of Changes in Fair Value of Pension
Assets Measured Using Level 3 Inputs (Details)
102: R85 Retirement and Deferred Compensation Plans - HTML 56K
Schedule of Projected Benefit Payment Estimates
(Details)
103: R86 Accumulated Other Comprehensive Loss - Components HTML 64K
of Accumulated Other Comprehensive Loss, Net of
Tax (Details)
104: R87 Accumulated Other Comprehensive Loss - Components HTML 50K
of Accumulated Other Comprehensive Loss, Net of
Tax (Parenthetical) (Details)
105: R88 Interest and Other Expenses (Income), Net - HTML 48K
Schedule of Interest and Other Expenses (Income),
Net (Details)
106: R89 Derivative Financial Instruments - Additional HTML 94K
Information (Details)
107: R90 Derivative Financial Instruments - Effect of Net HTML 45K
Investment Hedges on AOCI (Details)
108: R91 Derivative Financial Instruments - Impact of HTML 54K
Changes in Fair Values of Derivatives Designated
as Cash Flow Hedges on OCI, AOCL and Earnings
(Details)
109: R92 Derivative Financial Instruments - Schedule of HTML 46K
fair value hedges instruments (Details)
110: R93 Derivative Financial Instruments - Fair Value of HTML 67K
Derivative and Non-Derivative Assets and
Liabilities on the Consolidated Balance Sheets
(Details)
111: R94 Derivative Financial Instruments - Schedule of HTML 44K
Effect of Forward Contracts not Designated as
Hedging Instrument (Details)
112: R95 Leases - Components of Lease Expense and Other HTML 53K
Information (Details)
113: R96 Leases - Supplemental Balance Sheet Information HTML 48K
(Details)
114: R97 Leases - Weighted Average Remaining Lease Term and HTML 43K
Discount Rate (Details)
115: R98 Leases - Maturities of Operating Lease Liabilities HTML 55K
(Details)
116: R99 Segment Data - Schedule of Segment Data (Details) HTML 187K
117: R100 Segment Data - Segment Information by Geographical HTML 44K
Region (Details)
118: R101 Segment Data - Schedule of Segment Data HTML 52K
(Parenthetical) (Details)
119: R102 Contingencies - Additional Information (Details) HTML 43K
120: R103 Quarterly Data (Unaudited) (Details) HTML 81K
121: R104 Quarterly Data (Unaudited) (Parenthetical) HTML 55K
(Details)
122: R105 Schedule II VALUATION AND QUALIFYING ACCOUNTS HTML 49K
(Details)
125: XML IDEA XML File -- Filing Summary XML 240K
123: XML XBRL Instance -- man-20221231_htm XML 10.87M
124: EXCEL IDEA Workbook of Financial Reports XLSX 291K
13: EX-101.CAL XBRL Calculations -- man-20221231_cal XML 320K
15: EX-101.DEF XBRL Definitions -- man-20221231_def XML 1.60M
16: EX-101.LAB XBRL Labels -- man-20221231_lab XML 2.57M
17: EX-101.PRE XBRL Presentations -- man-20221231_pre XML 2.16M
14: EX-101.SCH XBRL Schema -- man-20221231 XSD 330K
126: JSON XBRL Instance as JSON Data -- MetaLinks 790± 1.35M
127: ZIP XBRL Zipped Folder -- 0000950170-23-003214-xbrl Zip 1.24M
| EX-10 |
EXHIBIT 10.6(d)
ManpowerGroup Inc.
100 Manpower Place
Senior Vice President,
General Counsel and Secretary
ManpowerGroup Inc.
100 Manpower Place
Dear Richard:
ManpowerGroup Inc. (the “Corporation”) desires to retain experienced, well-qualified executives, like you, to assure the continued growth and success of the Corporation and its direct and indirect subsidiaries (collectively, the “Consolidated ManpowerGroup”). Accordingly, as an inducement for you to continue your employment in order to assure the continued availability of your services to the Consolidated ManpowerGroup, we have agreed as follows:
1
2
Following the occurrence of an event which is not a Change of Control whereby there is a successor holding company to the Corporation, or, if there is no such successor, whereby the Corporation 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 letter agreement, shall thereafter be referred to within this letter agreement as the Corporation.
(i) any material breach of any material obligation of any member of the Consolidated ManpowerGroup for the payment or provision of compensation or other benefits to you;
(ii) a material diminution in your base salary;
(iii) a material diminution in your authority, duties or responsibilities, accompanied by a material reduction in your 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 your authority, duties or responsibilities which is not accompanied by a material reduction in your target bonus opportunity
3
but which diminution occurs within two years after the occurrence of a Change of Control;
(v) a material reduction in your annual target bonus opportunity for a given fiscal year (as compared to the prior fiscal year) which is not accompanied by a material diminution in your authority, duties or responsibilities, but which reduction occurs within two years after the occurrence of a Change of Control; or
(vi) your being required by the Corporation to materially change the location of your principal office; provided such new location is one in excess of fifty miles from the location of your principal office before such change.
Notwithstanding Subsections 1(d)(i) – (vi) above, Good Reason does not exist unless (i) you object 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) your employment with the Consolidated ManpowerGroup is terminated by you within ninety (90) days after such diminution or breach occurs. Further, notwithstanding Subsections 1(d)(i)-(vi), above, Good Reason does not exist if, at a time that is not during a Protected Period or within two years after the occurrence of a Change of Control, the Corporation’s Chief Executive Officer, in good faith and with a reasonable belief that the reassignment is in the best interest of the Consolidated ManpowerGroup, reassigns you to another senior executive level position in the Consolidated ManpowerGroup provided that your base compensation (either base salary or target bonus opportunity for any year ending after the date of reassignment) is not less than such base salary or target bonus opportunity in effect prior to such reassignment for the year in which such reassignment occurs.
4
5
(i) the Corporation will pay you, your unpaid bonus, if any, attributable to any complete fiscal year of the Consolidated ManpowerGroup ended before the Date of Termination;
(ii) the Corporation will pay you, a bonus for the fiscal year during which the Date of Termination occurs equal in amount to the bonus you would have received for the full fiscal year had your employment not terminated, determined by the actual financial results of the Corporation at year-end towards any non-discretionary financial goals and by basing any discretionary component at the target level of such component; provided, however, that such bonus will be prorated for the actual number of days you were employed during the fiscal year during which the Date of Termination occurs;
(iii) the Corporation will pay, as a severance benefit to you, a lump sum payment equal to (1) the amount of your annual base salary at the highest rate in effect during the Term plus (2) your target annual bonus for the fiscal year in which the Date of Termination occurs;
(iv) for up to a twelve‑month period after the Date of Termination, the Corporation will arrange to provide you and your eligible dependents with Health Insurance Continuation (defined below) or other substantially similar coverage based on the medical and dental plans in which you were participating in on the Date of Termination; provided, however, that benefits otherwise receivable by you pursuant to this Subsection 2(c)(iv) will be reduced to the extent other comparable benefits are actually received by you during the twelve‑month period following your termination, and any such benefits actually received by you or your dependents will be reported to the Corporation; and provided, further that any insurance continuation coverage that you may be entitled to receive under COBRA or similar foreign or state laws will commence on the Date of Termination.
6
For purposes of this Subsection 2(c)(iv), “Health Insurance Continuation” means that, if, and to the extent, you or any of your eligible dependents, following the Date of Termination, elect to continue coverage under the Corporation’s group medical and dental insurance plans, in accordance with the requirements of COBRA or similar foreign or state laws, the Consolidated ManpowerGroup will pay the total cost of such coverage under the Corporation’s group medical and dental insurance plans for the first twelve months for which you and/or your eligible dependents are eligible for such coverage; provided, however, that if you, your spouse or any other eligible dependent commences new employment during such twelve-month period and becomes eligible for health insurance benefits from such new employer, the Corporation’s obligation to provide such Corporation-subsidized COBRA coverage to you or such eligible dependent shall terminate as of the date you or such dependent becomes eligible to receive such health insurance benefits from such new employer. Immediately following this period of Corporation-subsidized COBRA coverage, you and/or your eligible dependents, as applicable, will be solely responsible for payment of the entire cost of COBRA coverage if such coverage remains available and you and/or your eligible dependents choose to continue such coverage. Within five calendar days of you or any of your eligible dependents becoming eligible to receive health insurance benefits from a new employer, you agree to inform the Corporation of such fact in writing. If the Consolidated ManpowerGroup determines that the Corporation-subsidized COBRA payments provided by this Subsection 2(c)(iv) are taxable, the payments will be grossed-up so that the net amount received by you, after subtraction of all taxes applicable to the payments plus the gross-up amount, will equal the cost of such COBRA coverage; and
(v) the Corporation will make available to you, an outplacement service program, chosen by the Corporation, and provided by the Corporation or its subsidiaries or an outplacement service provider selected by the Corporation. Such outplacement service program will be of a duration chosen by the Corporation but will not, in any instance, end later than one (1) year following the Date of Termination. Upon completion of the outplacement program specified in this Subsection 2(c)(v), you will be solely responsible for payment of any additional costs incurred as a result of your use of such outplacement services. The Corporation will not substitute cash or other compensation in lieu of the outplacement service program specified in this Subsection 2(c)(v).
7
(i) the Corporation will pay you, your unpaid bonus, if any, attributable to any complete fiscal year of the Consolidated ManpowerGroup ended before the Date of Termination;
(ii) the Corporation will pay you, a bonus for the fiscal year during which the Date of Termination occurs equal in amount to your target annual bonus for the fiscal year in which the Change of Control occurs; provided, however, that the bonus payable hereunder will be prorated for the actual number of days you were employed during the fiscal year during which the Date of Termination occurs;
(iii) the Corporation will pay, as a severance benefit to you, a lump-sum payment equal to two times the sum of (1) your annual base salary at the highest rate in effect during the Term and (2) your target annual bonus for the fiscal year in which the Change of Control occurs;
(iv) for up to an eighteen-month period after the Date of Termination, the Corporation will arrange to provide you and your eligible dependents, at the Consolidated ManpowerGroup’s expense, with Health Insurance Continuation (defined below), or other substantially similar coverage based on the medical and dental plans in which you were participating in on the Date of Termination; provided, however, that benefits otherwise receivable by you pursuant to this Subsection 2(d)(iv) will be reduced to the extent other comparable benefits are actually received by you during the eighteen-month period following your termination, and any such benefits actually received by you or your dependents will be reported to the Corporation; and provided, further that any insurance continuation coverage that you may be entitled to receive under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), or similar foreign or state laws will commence on the Date of Termination.
For purposes of this Subsection 2(d)(iv), “Health Insurance Continuation” means that, if, and to the extent, you or any of your eligible dependents, following the Date of Termination, elect to continue coverage under the Corporation’s group medical and dental insurance plans, in accordance with the requirements of COBRA or similar foreign or state laws, the
8
Consolidated ManpowerGroup will pay the total cost of such COBRA coverage for the first eighteen months for which you and/or your eligible dependents are eligible for such coverage; provided, however, that if you, your spouse or any other eligible dependent commences new employment during such eighteen-month period and becomes eligible for health insurance benefits from such new employer, the Corporation’s obligation to provide such Corporation-subsidized COBRA coverage to you or such eligible dependent shall terminate as of the date you or such dependent becomes eligible to receive such health insurance benefits from such new employer. Immediately following this period of Corporation-subsidized COBRA coverage, you and/or your eligible dependents, as applicable, will be solely responsible for payment of the entire cost of COBRA coverage if such coverage remains available and you and/or your eligible dependents choose to continue such coverage. Within five calendar days of you or any of your eligible dependents becoming eligible to receive health insurance benefits from a new employer, you agree to inform the Corporation of such fact in writing. If the Consolidated ManpowerGroup determines that the Corporation-subsidized COBRA payments provided by this Subsection 2(d)(iv) are taxable, the payments will be grossed-up so that the net amount received by you, after subtraction of all taxes applicable to the payments plus the gross-up amount, will equal the cost of such COBRA coverage; and
(v) the Corporation will make available to you, an outplacement service program, chosen by the Corporation, and provided by the Corporation or its subsidiaries or an outplacement service provider selected by the Corporation. Such outplacement service program will be of a duration chosen by the Corporation but will not, in any instance, end later than one (1) year following the Date of Termination. Upon completion of the outplacement program specified in this Subsection 2(d)(v), you will be solely responsible for payment of any additional costs incurred as a result of your use of such outplacement services. The Corporation will not substitute cash or other compensation in lieu of the outplacement service program specified in this Subsection 2(d)(v).
(e) Limitation on Benefits. The amounts paid to you pursuant to Subsection 2(c)(iii) or 2(d)(iii) above will not be included as compensation for purposes of any qualified or nonqualified pension or welfare benefit plan of the Consolidated ManpowerGroup. Notwithstanding anything contained herein to the contrary, the Corporation, based on the advice of its legal or tax counsel, shall compute whether there would be any “excess parachute payments” payable to you, within the meaning of Section 280G of the Internal Revenue
9
Code of 1986, as amended (the “Code”), taking into account the total ‘‘parachute payments,” within the meaning of Section 280G of the Code, payable to you by the Corporation under this letter agreement and any other plan, agreement or otherwise. If there would be any excess parachute payments, the Corporation, based on the advice of its legal or tax counsel, shall compute the net after-tax proceeds to you, taking into account the excise tax imposed by Section 4999 of the Code, as if (i) the amount to be paid to you pursuant to Subsection 2(d)(iii) were reduced, but not below zero, such that the total parachute payments payable to you would not exceed three (3) times the “base amount” as defined in Section 280G of the Code, less One Dollar ($1.00), or (ii) the full amount to be paid to you pursuant to Subsection 2(d)(iii) were not reduced. If reducing the amount otherwise payable to you pursuant to Subsection 2(d)(iii) hereof would result in a greater after-tax amount to you, such reduced amount shall be paid to you and the remainder shall be forfeited by you as of the Date of Termination. If not reducing the amount otherwise payable to you pursuant to Subsection 2(d)(iii) would result in a greater after-tax amount to you, the amount payable to you pursuant to Subsection 2(d)(iii) shall not be reduced.
(f) Timing of Payments. The bonus payment provided for in Subsection 2(c)(i) or 2(d)(i) will be made pursuant to the terms of the applicable bonus plan. The bonus payment provided for in Subsection 2(c)(ii) will be paid between January 1 and March 15 of the calendar year following the Date of Termination. The bonus payment provided for in Subsection 2(d)(ii) will be paid on the thirtieth (30th) day after the Date of Termination. The severance benefit provided for in Subsection 2(c)(iii) or 2(d)(iii) will be paid in one lump sum on the thirtieth (30th) day after the Date of Termination. While the parties acknowledge that the payments in the previous three sentences are intended to be “short-term deferrals” and therefore are exempt from the application of Section 409A of the Code, to the extent (i) further guidance or interpretation is issued by the IRS after the date of this letter agreement which would indicate that the payments do not qualify as “short-term deferrals,” and (ii) you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code upon the Date of Termination, such payments shall be delayed and instead shall be paid in one lump sum on the date that is the first business day immediately following the six month anniversary of the Date of Termination. If any of such payment is not made when due (hereinafter a “Delinquent Payment”), in addition to such principal sum, the Corporation will pay you interest on any and all such Delinquent Payments from the date due computed at the prime rate, compounded monthly. Such prime rate shall be the prime rate (currently the base rate on corporate loans posted by at least 75% of the 30 largest U.S. banks) in effect from time to time as reported in The Wall Street Journal, Midwest edition (or, if not so reported, as reported in such other similar source(s) as the Corporation shall select).
(g) Release of Claims. Notwithstanding the foregoing, you will have no right to receive any payment or benefit described in Subsections 2(c)(ii)-(v) or 2(d)(ii)-(v), above, unless and until you execute, and there shall be effective following any
10
statutory period for revocation, a release, in a form reasonably acceptable to the Corporation, that irrevocably and unconditionally releases, waives, and fully and forever discharges the Consolidated ManpowerGroup and its past and current directors, officers, shareholders, members, partners, employees, and agents from and against any and all claims, liabilities, obligations, covenants, rights, demands and damages of any nature whatsoever, whether known or unknown, anticipated or unanticipated, relating to or arising out of your employment with the Consolidated ManpowerGroup, including without limitation claims arising under the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, and the Civil Rights Act of 1991, but excluding any claims covered under any applicable workers’ compensation act. The execution by you of the release and the statutory period for revocation must be completed prior to the thirtieth (30th) day after the Date of Termination.
(h) Forfeiture. Notwithstanding the foregoing, your right to receive the payments and benefits to be provided to you under this Section 2 beyond those described in Subsection 2(a), above, is conditioned upon your performance of the obligations stated in Sections 3-6, below, and upon your breach of any such obligations, you will immediately return to the Corporation the amount of such payments and benefits and you will no longer have any right to receive any such payments or benefits.
11
12
7. Injunctive and Other Interim Measures.
(a) Injunction. You recognize that irreparable and incalculable injury will result to the Consolidated ManpowerGroup and its businesses and properties in the event of your breach of any of the restrictions imposed by Sections 3-6, above. You
13
therefore agree that, in the event of any such actual, impending or threatened breach, the Corporation will be entitled, in addition to the remedies set forth in Subsection 2(h), above (which the parties agree would not be an adequate remedy), and any other remedies and damages, to, including, but not limited to, provisional or interim measures, including temporary and permanent injunctive relief, without the necessity of posting a bond or other security, from a court of competent jurisdiction restraining the actual, impending or threatened violation, or further violation, of such restrictions by you and by any other person or entity for whom you may be acting or who is acting for you or in concert with you.
(b) Nonapplication. Notwithstanding the above, Sections 4 and 6, above, will not apply if your employment with the Corporation is terminated by you for Good Reason or by the Corporation without Cause either during a Protected Period or within two years after the occurrence of a Change of Control.
8. Unemployment Compensation. To the extent allowed by applicable law, the severance benefits provided for in Subsection 2(c)(iii) will be assigned for unemployment compensation benefit purposes to the one‑year period following the Date of Termination, and the severance benefits provided for in Subsection 2(d)(iii) will be assigned for unemployment compensation purposes to the two‑year period following the Date of Termination, and you will be ineligible to receive, and you agree not to apply for, unemployment compensation during such periods.
9. Nondisparagement. Upon your termination, for whatever reason, of employment with the Corporation, the Corporation agrees that its directors and officers, during their employment by or service to the Consolidated ManpowerGroup, will refrain from making any statements that disparage or otherwise impair your reputation or commercial interests. Upon your termination, for whatever reason, of employment with the Consolidated ManpowerGroup, you agree to refrain from making any statements that disparage or otherwise impair the reputation, goodwill, or commercial interests of the Consolidated ManpowerGroup, or its officers, directors, or employees. However, the foregoing will not preclude the Corporation from providing truthful information about you concerning your employment or termination of employment with the Consolidated ManpowerGroup in response to an inquiry from a prospective employer in connection with your possible employment, and will not preclude either party from providing truthful testimony pursuant to subpoena or other legal process or in the course of any proceeding that may be commenced for purposes of enforcing this letter agreement.
10. Successors; Binding Agreement. This letter agreement will be binding on the Corporation and its successors and will inure to the benefit of and be enforceable by your personal or legal representatives, heirs and successors.
11. Notice. Notices and all other communications provided for in this letter agreement will be in writing and will be deemed to have been duly given when delivered in person, sent by telecopy, or two days after mailed by United States registered or certified mail, return receipt requested, postage prepaid, and properly addressed to the other party.
14
12. No Right to Remain Employed. Nothing contained in this letter agreement will be construed as conferring upon you any right to remain employed by the Corporation or any member of the Consolidated ManpowerGroup or affect the right of the Corporation or any member of the Consolidated ManpowerGroup to terminate your employment at any time for any reason or no reason, with or without cause, subject to the obligations of the Corporation as set forth herein.
13. Modification. No provision of this letter agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing by you and the Corporation.
14. Withholding. The Corporation shall be entitled to withhold from amounts to be paid to you hereunder any federal, state, or local withholding or other taxes or charges which it is, from time to time, required to withhold under applicable law.
15. Applicable Law. This letter agreement shall be governed by and interpreted in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law provisions.
16. Reduction of Amounts Due Under Law. You agree that any severance payment (i.e, any payment other than a payment for salary through your Date of Termination or for a bonus earned in the prior fiscal year but not yet paid) to you pursuant to this letter agreement will be counted towards any severance type payments otherwise due you under law. By way of illustration, English law requires notice period of one (1) week for every year of service up to a maximum of twelve (12) weeks of notice. In the event you are terminated without notice and you would otherwise be entitled to a severance payment hereunder, such severance payment will be considered to be payment in lieu of such notice.
17. Previous Agreements. This letter agreement, upon acceptance by you, expressly supersedes any and all previous agreements or understandings relating to your employment by the Corporation or the Consolidated ManpowerGroup, except for the letter from the Corporation to you dated January 3, 2013, regarding the terms of your employment (provided this letter agreement will supersede the sections of that prior letter concerning severance protection) or the termination of such employment, and any such agreements or understandings shall, as of the date of your acceptance, have no further force or effect.
18. Dispute Resolution. Section 7 to the contrary notwithstanding, the parties shall, to the extent feasible, attempt in good faith to resolve promptly by negotiation any dispute arising out of or relating to your employment by the Consolidated ManpowerGroup pursuant to this letter agreement. In the event any such dispute has not been resolved within 30 days after a party’s request for negotiation, either party may initiate arbitration as hereinafter provided. For purposes of this Section 18, the party initiating arbitration shall be denominated the “Claimant” and the other party shall be denominated the “Respondent.”
15
(a) If your principal place of employment with the Consolidated ManpowerGroup is outside the United States, any dispute arising out of or relating to this letter agreement, including the breach, termination or validity thereof, shall be finally resolved by arbitration before a sole arbitrator in accordance with the International Institute for Conflict Prevention and Resolution International Rules for Non-Administered Arbitration (the “CPR International Rules”) as then in effect. If the parties are unable to select the arbitrator within 30 days after Respondent’s receipt of Claimant’s Notice of Arbitration and the 30-day deadline has not been extended by the parties’ agreement, the arbitrator shall be selected by CPR as provided in CPR International Rule 6. The seat of the arbitration shall be the Borough of Manhattan in the City, County and State of New York, United States of America. The arbitration shall be conducted in the English language. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Anything in the foregoing to the contrary notwithstanding, the parties expressly agree that at any time before the arbitrator has been selected and the initial pre-hearing conference provided for in International Rule 9.3 has been held, either of them shall have the right to apply to any court located in Milwaukee County, Wisconsin, United States of America, to whose jurisdiction they agree to submit, or to any other court that otherwise has jurisdiction over the parties, for provisional or interim measures including, but not limited to, temporary or permanent injunctive relief.
16
19. Severability. The obligations imposed by Paragraphs 3-6, above, of this letter agreement are severable and should be construed independently of each other. The invalidity of one such provision shall not affect the validity of any other such provision.
20. Consistency with Applicable Law. Nothing in this letter agreement prohibits you from voluntarily reporting possible violations of law or regulation to any governmental agency, including, but not limited to the Department of Justice, the Securities and Exchange Commission, or any other state or federal regulatory authority, or making other disclosures that are protected under the whistleblower provisions of federal, state or local laws or regulations. You do not need prior authorization from the Consolidated ManpowerGroup to make such reports or disclosures and you are not required to notify the Consolidated ManpowerGroup or any of its agents that you have made such reports or disclosures; however, we encourage you to do so. Nothing in this letter agreement shall have the purpose or effect of limiting your rights to reveal factual information related to any future claim of discrimination to law enforcement, the Equal Employment Opportunity Commission, the state division of human rights, a local commission on human rights, or an attorney retained by you. Further, nothing in this letter agreement shall have the purpose or effect of limiting your right to reveal factual information related to claims of sexual assault or sexual harassment. Finally, your good faith report or disclosure shall not trigger the forfeiture rights under Subsection 2(h) of this Agreement or otherwise limit your right to receive an award for information provided to any government agency.
If you are in agreement with the foregoing, please sign and return one copy of this letter agreement which will constitute our agreement with respect to the subject matter of this letter agreement.
Sincerely,
MANPOWERGROUP INC.
By: /s/ Jonas Prising |
Jonas Prising, Chief Executive Officer |
Agreed as of the 17th day of February, 2023.
/s/ Richard Buchband
17
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 2/28/26 | ||||
| Filed on: | 2/17/23 | |||
| For Period end: | 12/31/22 | 4 | ||
| 1/3/13 | 4 | |||
| List all Filings | ||||
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 12/29/23 SEC UPLOAD¶ 1/30/24 2:39K ManpowerGroup Inc. 12/19/23 SEC UPLOAD¶ 1/30/24 2:44K ManpowerGroup Inc. |