Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 17 98K
2: EX-3.2 Amended & Restated By-Laws 22 81K
4: EX-10.13(B) Employment Agent With Jon Chait 3 12K
5: EX-10.13(C) Bonus Agreement With Jon Chait 2 9K
6: EX-10.15 Directors Stock Option Plan 8 36K
7: EX-10.16 Deferred Stock Plan 10 44K
8: EX-10.17(B) Employment Agent With Terry Hueneke 4 13K
9: EX-10.17(C) Bonus Agreement 2 9K
3: EX-10.8 Amended Stock Purchase Plan 6 27K
10: EX-13 Annual Report 18 118K
11: EX-21 Subsidiaries 7 17K
12: EX-24 Power of Attorney 1 10K
13: EX-27 Financial Data Schedule 1 10K
EX-10.16 — Deferred Stock Plan
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EXHIBIT 10.16
DEFERRED STOCK PLAN
OF
MANPOWER INC.
(Amended and Restated Effective February 18, 1997)
SECTION I
Establishment and Purpose of Plan
1.1. Establishment and Duration of Plan. The Board of Directors of
Manpower Inc. hereby establishes the Deferred Stock Plan of Manpower Inc.,
effective as of October 2, 1991 (the "Effective Date"). The Plan shall
continue until terminated by the Board of Directors of the Company,
subject to the provisions of Section VIII, below.
1.2. Purposes of Plan. The purposes of this Deferred Stock Plan
are: (a) to provide a form of incentive compensation to those Directors
of the Company who elect to defer to a future date the receipt of their
Compensation as Directors and (b) to provide for the grant of Credited Shares
to Mr. Jon F. Chait and Mr. Terry A. Hueneke, executive officers of the
Company.
SECTION II
Definitions
"Account" means a bookkeeping account being administered for the
benefit of a Participant.
"Code" means the Internal Revenue Code of 1986, as amended.
"Board of Directors" means the Board of Directors of the Company.
"Common Stock" means the $0.01 par value common stock of the Company.
"Company" means Manpower Inc., a Wisconsin corporation, or any
successor thereto.
"Compensation" means the annual directors fees and meeting fees payable by
the Company to a Director for a Fiscal Year without reduction for withholding
taxes and exclusive of reimbursement for expenses and the value of any fringe
benefits which the Director receives or is entitled to receive as a Director of
the Company.
"Director" means any member of the Board of Directors of the Company
who is not an employee of the Company.
"Disability" shall mean a physical or mental incapacity which results
in a Director's termination of membership on the Board of Directors of the
Company.
"Discount Rate" means the appropriate applicable federal rate as defined
in Section 1274(d) of the Code.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Initial Election Date" shall mean, for each Director, the earlier
to occur of (i) the Effective date or (ii) the date of such Director's
initial election or appointment to the Board of Directors.
"Market Value" of a security as of any date means the closing sale price
on such date of such security as listed in the New York Stock Exchange -
Composite Transactions, as reported in the Midwest Edition of The Wall Street
Journal; provided, however, if a security is not susceptible of valuation by
the above method, or the asset being valued is not a security, the term
"Market Value" shall mean the fair market value of the security or asset as
determined in conformity with Treasury Regulation Section 20.2031-2,
20.2031-3 or 20.2031-4, as the case may be.
"Participant" means each Director who elects to participate in the
Plan, Mr. Jon F. Chait and/or Mr. Terry A. Hueneke, as the case may be.
"Plan" means the Deferred Stock Plan of Manpower Inc. as described herein
and as the same hereafter may be amended from time to time.
"Subsidiary" means a subsidiary corporation of the Company as defined in
Section 424(f) of the Code.
"Triggering Event" means 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
(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 of this Plan, 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.
SECTION III
Director Participation and Election of Accounts
3
This Section sets forth the special provisions in this Plan that govern
only the participation of Directors.
3.1. Participation. In lieu of receiving Compensation in accordance
with the prevailing practice of Company, each Director may, prior to such
Director's Initial Election Date and each anniversary thereof irrevocably
elect to become a Participant in the Plan until the next anniversary of such
Director's Initial Election Date, or such later time as such Director
shall then elect up to the fifth anniversary of such Director's Initial
Election Date, and to have all or a portion of his or her Compensation for
such year or years deferred for his or her benefit under the Plan. In the
event a Participant elects to participate in the Plan, the Compensation
deferred hereunder shall be credited to the Account of the Participant in an
amount equal to the present value of such Compensation. The present value
shall be computed assuming the Compensation deferred would have been paid
quarterly on the first day of each quarter during the year to which it relates
at the prevailing rate of Compensation at the time of the election, discounted
to present value using an interest rate equal to the Discount Rate.
Amounts shall be deemed credited to the Account of the Participant on the date
of the election
3.2. Manner of Election. Any election pursuant to Paragraph 3.1, above,
shall be made in writing on such form or forms as the Board of Directors shall
prescribe from time to time.
3.3. Vesting. If prior to the occurrence of a Triggering Event a
Participant's tenure as a Director ends other than by reason of death or
Disability, effective as of the day on which the Participant to be a Director,
the number of Credited Shares credited to the Participant's Account shall be
reduced to the number of Credited Shares that would have been in the Account
on the date the Participant ceased to be a Director had the Compensation
the Participant elected to defer included only Compensation payable for the
period of actual service as a Director, prorated for the year of cessation on
a monthly basis.
3.4. Normal Distributions. After a Director Participant ceases to be a
Director, such Participant shall be entitled to receive from the Company one
(1) share of Common Stock for each Credited Share in the Participant's
account (as adjusted from time-to-time in the manner set forth in Section V,
below). The Common Stock shall be distributed to the Participant in such
number of annual installments (which shall be not less than one (1) or more
than fifteen (15)) as are elected by the Participant by written notice to the
Board of Directors at least twelve (12) months before the Participant
ceases to be a Director or, if no such election is made, in five (5) annual
installments. The number of shares of Common Stock for each such annual
installment shall be equal to the product of the total Credited Shares
credited to the Account on each distribution date times a fraction, the
numerator of which is one (1) and the denominator of which is the remaining
number of unpaid distributions on that date (including the distribution to be
made on that date), rounded to the next largest whole share. Upon a
distribution of Common Stock to a Participant the number of Credited
Shares in the Account shall be reduced by the number of shares of
Common Stock distributed to the Participant. The first distribution shall be
made on the last day of the month following the month in which a
Participant ceases to be a Director and the remaining distributions
4
shall be made on each anniversary thereafter until the entire balance of the
Account has been distributed.
3.5. Distribution After Death of a Participant. If a Participant ceases
to be a Director by reason of death or if the Participant dies after he or
she is no longer a Director but prior to the distribution to him or her of
all amounts payable to the Participant under the Plan, the amounts that
would otherwise be distributable to the Participant, if living, shall be
distributed to his or her designated beneficiary or beneficiaries and any
reference to a Participant in Paragraph 3.4, above, shall be deemed to
include a reference to the Participant's designated beneficiary or
beneficiaries. All beneficiary designations shall be made in such form and
manner as from time to time may be prescribed by the Board of Directors.
A Participant from time to time may revoke or change any beneficiary
designation on file with the Board of Directors. If there is no
effective beneficiary designation on file with the Board of Directors at the
time of the Participant's death, distribution of amounts otherwise
payable to the deceased Participant under this Plan shall be made to the
Participant's estate. If a beneficiary designated by a Participant to receive
benefits shall survive the Participant but die before receiving all
distributions hereunder, the balance thereof shall be paid to such
deceased beneficiary's estate, unless the deceased Participant's beneficiary
designation provides otherwise.
3.6. Withholding. The Company shall deduct from distributions made to a
Director Participant or his designated beneficiary or beneficiaries under this
Plan any taxes or other charges which may be required to be withheld and paid
to any federal, state or local government.
SECTION IV
Awards to Jon F. Chait and Terry A. Hueneke
This Section sets forth the special provisions in this Plan that govern
only grants to Jon F. Chait and Terry A. Hueneke. No other persons are
eligible to participate under this Section of the Plan.
4.1. Administration and Vesting. The Board of Directors shall have
sole authority in its discretion, but always subject to the express provisions
of this Plan, to determine the time or times at which Credited Shares shall
be granted to the Participant, the number of Credited Shares to be granted,
and the extent to which Credited Shares shall vest. The Board of
Directors may grant Credited Shares to the Participant pursuant to a formula
which sets forth the amount and timing of grants using objective criteria
such as earnings of the Company and/or its Subsidiaries, value of the Common
Stock, years of service, compensation levels or such other objective factors as
the Board of Directors shall determine. In determining the number of
Credited Shares to be granted, the Board of Directors may take into
account the nature of the services rendered by the Participant, his present
and potential contributions to the success of the Company, and other such
factors as the Board of Directors in its discretion shall deem relevant. If the
Participant has been granted Credited Shares under the Plan, he may be granted
additional Credited Shares under the Plan if the Board of Directors shall so
determine. Grants of Credited Shares under the Plan shall be effected by
execution of agreements in such forms as may be determined by the
officers of the Company.
5
4.2. Normal Distributions. The Participant shall be entitled to receive
from the Company one (1) share of Common Stock for each Credited Share in his
Account (as adjusted from time-to-time in the manner set forth in Section V,
below). Except as the Board of Directors may otherwise establish, these shares
of Common Stock shall be distributed to the Participant as soon as
practicable after the underlying Credited Shares vest.
4.3. Distribution After Death of the Participant. If the Participant
dies prior to the distribution to him of all amounts payable to him under the
Plan, the amounts that would otherwise be distributable to him, if living,
shall be distributed to his designated beneficiary or beneficiaries and any
reference to the Participant in Paragraph 4.2, above, shall be deemed to
include a reference to the Participant's designated beneficiary or
beneficiaries. All beneficiary designations shall be made in such form and
manner as determined by the officers of the Company. The Participant
from time to time may revoke or change any beneficiary designation on file
with the Board of Directors. If there is no effective beneficiary
designation on file with the Board of Directors at the time of the
Participant's death, distribution of amounts otherwise payable to the
Participant under this Plan shall be made to the Participant's estate. If a
beneficiary designated by the Participant to receive benefits shall survive
the Participant but die before receiving all distributions hereunder, the
balance thereof shall be paid to such deceased beneficiary's estate,
unless the Participant's beneficiary designation provides otherwise.
4.4. Withholding The Company shall be entitled to pay or withhold the
amount of any tax which it believes is required as a result of the vesting or
distribution of any Credited Shares or Common Stock under the Plan, and the
Company may defer making delivery with respect to the shares of Common
Stock until arrangements satisfactory to it have been made with respect to
any such withholding obligations. The Participant 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 him 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.
SECTION V
Administration of Accounts
Amounts credited to a Participant's Account pursuant to Paragraphs
3.1 or 4.1, above, shall be considered to be invested in Common Stock, and
such Participant's Account shall be credited with the equivalent of the
number of shares of Common Stock (hereinafter referred to as "Credited
Shares") which the amount credited would have purchased at the Market Value
of Common Stock on the date of credit. In addition, as of each record
date for the payment of dividends on Common Stock, each Participant's
Account shall be credited with a number of additional Credited Shares equal to
the quotient of the amount of dividends which would have been received by a
shareholder of record of a number of shares of Common Stock equal to the
number of Credited Shares credited to the account immediately before such
dividend, divided by the Market Value of Common Stock on such date. In the
event of any distribution with respect to Common Stock other than a cash
dividend, or in the event of a stock split, stock dividend or similar
transaction, then each
6
Participant's Account shall be credited with a number of additional Credited
Shares which could have been purchased at the Market Value of the Company's
Common Stock as of the date of the such distribution, stock split, stock
dividend or similar transaction, with an amount equal to the Market Value of
the consideration which would have been received on such date by a holder of a
number of shares of Common Stock equal to the number of Credited Shares then
held by the Participant. In the event the Company's Common Stock shall be
changed into a smaller number of shares, the number of Credited Shares shall be
adjusted accordingly.
SECTION VI
Rights, Privileges and Duties of Participants
6.1. No Participant or any other person shall have any interest in any
fund or in any specific asset or assets of the Company by reason of any
amounts credited to any Account hereunder, nor any right to exercise any
of the rights or privileges of a stockholder with respect to
any securities hypothetically credited to a Participant's Account under
the Plan, nor any right to receive any distributions under the Plan
except as and to the extent expressly provided in the Plan.
6.2. The Company shall be under no obligation to fund the amounts payable
under the Plan or to purchase securities hypothetically credited to a
Participant's Account. The Company may, in its discretion, purchase such
securities, allocate such funds or make such investment, but if it does
so it shall have no obligation to segregate securities purchased or
acquired.
6.3. Each Participant shall be entitled to receive a current copy of
the Plan upon designation as a participant. Thereafter, as long as he or
she remains a Participant, he or she shall be entitled to receive copies of
any amendments to the Plan within sixty (60) days after their adoption.
6.4. To the extent permitted by law, the right of any Participant or
any beneficiary to receive any payment hereunder shall not be subject to
alienation, transfer, sale, assignment, pledge, attachment, garnishment
or encumbrance of any kind other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order (as defined
by the Code). Any attempt to alienate, sell, transfer, assign, pledge or
otherwise encumber any such payments whether presently or thereafter payable
shall be void. Any payment due hereunder shall not in any manner be
subject to debts or liabilities of any Participant or his beneficiary.
6.5. If any Participant shall bring any legal or equitable action against
the Company by reason of being a Participant under this Plan or if it is
necessary for the Company to bring any legal or equitable action under
this Plan against any Participant or any person claiming an interest by or
through such Participant, the results of which shall be adverse to
the Participant or the person claiming an interest by or through such
Participant, the cost of defending or bringing such action, including
attorneys' fees, shall be charged first, to the extent possible, directly to
the Account of the Participant.
6.6. Every person receiving or claiming payments or rights under the Plan
shall be conclusively presumed to be mentally competent until the date on
which the Board of Directors receives a written notice in a form and manner
acceptable to the Board of Directors that such person
7
is incompetent and that a guardian, conservator or other person legally
vested with the interest of his estate has been appointed. In the event a
guardian or conservator of the estate of any person receiving or claiming
payments under the Plan shall be appointed by a court of competent
jurisdiction, payments under this Plan may be made to such guardian or
conservator provided that proper proof of appointment and continuing
qualification is furnished in a form and manner acceptable to the Board
of Directors. Any such payments so made shall be a complete discharge of
any liability therefor.
6.7. Each person, whether a Participant, a duly designated beneficiary of
a Participant, a guardian or any other person entitled to receive a payment
under this Plan shall provide the Board of Directors with such information
as it may from time to time deem necessary or in its best interests in
administering the Plan. Any such person shall furnish the Board of
Directors with such documents, evidence, data or other information as the Board
of Directors may from time to time deem necessary or advisable.
SECTION VII
Board of Directors
7.1. The Plan shall be administered by the Board of Directors.
7.2. A majority of the Board of Directors shall constitute a quorum for
the transaction of business. All actions taken by the Board of Directors
at a meeting shall be by vote of a majority of those present at such meeting
but any action may be taken by the Board of Directors without a meeting
upon written consent signed by all of the members of the Board of Directors.
7.3. The Board of Directors may from time to time establish rules and
regulations for the administration of the Plan and adopt standard forms for
such matters as elections, beneficiary designations and applications for
benefits, provided such rules and forms are not inconsistent with the
provisions of the Plan.
7.4. All determinations of the Board of Directors, irrespective
of their character or nature, including, but not limited to, all
questions of construction and interpretation, shall be final, binding
and conclusive upon all parties. Without limiting the generality of
the foregoing, the determination of the Board of Directors as to whether a
Participant has terminated his or her services and the date thereof shall be
final, binding and conclusive upon all persons.
7.5. The Company and/or the Board of Directors may consult with legal
counsel, who may be counsel for the Company or other counsel with respect
to its obligations and duties hereunder or with respect to any claim, action
or proceeding or any other matter, and shall not be liable for any action
taken or not taken by it in good faith pursuant to the advice of such
counsel.
7.6. The Board of Directors shall be responsible for maintaining books
and records for the Plan. Such books and records shall only be open for
examination by a Participant or his or her duly designated beneficiary to the
extent that they specifically involve the Account created for his or her
benefit or any payments which are to be made to the Participant's beneficiary
hereunder. Each
8
Participant or his or her duly designated beneficiary shall be
notified no less frequently than annually of the balance in his or her
Account.
7.7. Neither the Board of Directors nor any member of the Board of
Directors nor the Company nor any other person who is acting on behalf of the
Board of Directors or the Company shall be liable for any act or failure to act
hereunder except for gross negligence or fraud.
SECTION VIII
Amendment or Termination
The Board of Directors 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; 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 of Common
Stock 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 Participant, adversely
affect the rights of such Participant under any Credited Shares then held
by the Participant.
SECTION IX
Construction and Expenses
9.1. Wherever the context so requires, words in the masculine include
the feminine and words in the feminine include the masculine and the
definition of any term in the singular may include the plural.
9.2. All expenses of administering the Plan shall be paid by the
Company except as expressly provided herein to the contrary.
9.3. The Plan shall be construed, administered and governed in all
respects under and by the laws of the State of Wisconsin.
9.4. To the extent the provisions of this Plan are inconsistent
with, in conflict with, or insufficient to comply with the
provisions of the Employee Retirement Income Security Act of 1974, as
amended, the provisions of such Act shall be controlling for the
purpose of removing any such inconsistency, conflict or insufficiency.
SECTION X
Shares
9
The aggregate number of shares of Common Stock that may be issued
under the Plan shall not exceed 180,000, subject to adjustment in the event
of any stock dividend, stock split or other similar transaction.
In the event of any recapitalization, merger, consolidation, combination
or exchange of shares, or other transaction, as a result of which Common
Stock shall be changed into securities of a different type or person,
cash or other property, appropriate adjustments shall be made.
SECTION Xl
Division of Plan
The Board of Directors may divide this Plan into two separate plans, one
for the exclusive benefit of the Directors and the other for Mr. Chait
and Mr. Hueneke, in the event it determines that such division is necessary
or appropriate to further the purposes of
10
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/31/97 | | | | | | | 10-Q |
| | 2/18/97 | | 1 |
| For Period End: | | 12/31/96 |
| List all Filings |
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