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-10.15 — Directors Stock Option Plan
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EXHIBIT 10.15
1991 DIRECTORS STOCK OPTION PLAN
OF
MANPOWER INC.
(AMENDED AND RESTATED EFFECTIVE FEBRUARY 18, 1997)
PURPOSE OF THE PLAN
The purpose of the Plan is to attract and retain superior Directors, to
provide a stronger incentive for such Directors to put forth maximum effort for
the continued success and growth of the Company and its Subsidiaries, and in
combination with these goals, to encourage stock ownership in the Company by
Directors.
1. DEFINITIONS
Unless the context otherwise requires, the following terms shall have the
meanings set forth below:
(a) "Board of Directors" shall mean the entire board of directors of the
Company, consisting of both Employee and non-Employee members.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Company" shall mean Manpower Inc., a Wisconsin corporation.
(d) "Director" shall mean an individual who is a non-Employee member of
the Board of Directors of the Company.
(e) "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.
(f) "Effective Date" shall mean the date on and as of which the Plan
originally became effective, as specified in Paragraph 11 hereof.
(g) "Employee" shall mean an individual who is a full-time employee of the
Company or a Subsidiary.
(h) An "Election Date" shall mean (i) in the case of any Director who was
a Director on the Effective Date, November 5 of any year beginning with 1996,
(ii) in the case of any Director who was not a Director on the Effective Date
but who made an election under the Plan prior to November 5, 1996, the day
following the last day of the period covered by such election and thereafter
November 5 of any year, and (iii) in the case of any other Director, the date of
the Director's initial appointment to the Board of Directors and thereafter
November 5 of any year.
(i) An "Election Period" shall mean the period beginning November 5, 1996,
and ending November 4, 2001, or a subsequent period of five years beginning on
the day following the end of the prior Election Period.
(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(k) "Market Price" shall mean the closing sale price of a Share on the New
York Stock Exchange as reported in the Midwest Edition of The Wall Street
Journal, or such other market price as may be determined in conformity with
pertinent law and regulations of the Treasury Department.
(l) "Nonstatutory Stock Option" shall mean an option to purchase Shares
which does not comply with the provisions of Section 422 of the Code.
(m) "Option" shall mean a Nonstatutory Stock Option granted under the
Plan.
(n) "Option Agreement" shall mean the agreement between the Company and a
Director whereby an Option is granted to such Director.
(o) "Plan" shall mean the 1991 Directors Stock Option Plan of the Company,
as amended from time to time after its Effective Date.
(p) "Share" shall mean a share of the $0.01 par value common stock of the
Company.
(q) "Subsidiary" shall mean a subsidiary corporation of the Company as
defined in Section 424(f) of the Code.
(r) "Triggering Event" shall mean the first to occur of any of the
following:
(1) the acquisition (other than from the Company), by any person,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act), directly or indirectly, of beneficial ownership (within the
meaning of Exchange Act Rule 13d-3) of 20% or more of the then outstanding
shares of common stock of the Company or voting securities representing 20%
or more of the combined voting power of the Company's then outstanding
voting securities entitled to vote generally in the election of directors;
provided, however, no Triggering Event shall be deemed to have occurred as
a result of an acquisition of shares of common stock or voting securities
of the Company (i) by the Company, any of its Subsidiaries, or any employee
benefit plan (or related trust) sponsored or maintained by the Company or
any of its Subsidiaries or (ii) by any other corporation or other entity
with respect to which, following such acquisition, more than 60% of the
outstanding shares of the common stock, and voting securities representing
more than 60% of the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, of such
other corporation or entity are then beneficially owned, directly or
indirectly, by the persons who were the Company's shareholders immediately
prior to such acquisition in substantially the same
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proportions as their ownership, immediately prior to such acquisition, of
the Company's then outstanding common stock or then outstanding voting
securities, as the case may be; or
(2) any merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which results in more
than 60% of the outstanding shares of the common stock, and voting
securities representing more than 60% of the combined voting power of the
then outstanding voting securities entitled to vote generally in the
election of directors, of the surviving or consolidated corporation being
then beneficially owned, directly or indirectly, by the persons who were
the Company's shareholders immediately prior to such acquisition in
substantially the same proportions as their ownership, immediately prior to
such acquisition, of the Company's then outstanding common stock or then
outstanding voting securities, as the case may be; or
(3) any liquidation or dissolution of the Company or the sale or
other disposition of all or substantially all of the assets of the Company;
or
(4) individuals who, as of the Effective 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 Effective Date of this Plan 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
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Company is not the surviving corporation in a merger or consolidation, the
surviving corporation or successor holding company (as the case may be), for
purposes of this definition, shall thereafter be referred to as the Company.
Words importing the singular shall include the plural and vice versa and
words importing the masculine shall include the feminine.
2. SHARES RESERVED UNDER PLAN
The aggregate number of Shares which may be issued or sold under the Plan
and which are subject to outstanding Options at any time shall not exceed
800,000 Shares, which may be treasury Shares or authorized but unissued Shares,
or a combination of the two, subject to adjustment as provided in Paragraph 8
hereof. Any Shares subject to an Option which expires or terminates for any
reason (whether by voluntary surrender, lapse of time or otherwise) and is
unexercised as to such Shares may again be the subject of an Option under the
Plan subject to the limits set forth above. A Director shall be entitled to the
rights and privileges of ownership with respect to the Shares subject to the
Option only after actual purchase and issuance of such Shares pursuant to
exercise of all or part of an Option.
3. PARTICIPATION; NUMBER OF OPTION SHARES GRANTED
Only Directors shall be eligible to receive Options under the Plan. A
Director may elect to receive, in lieu of all cash compensation to which he or
she would otherwise be entitled as a Director (other than reimbursement for
expenses), an Option granted in accordance with the following. The election
shall cover a period of whole years (except as provided below) determined by the
Director at the time of election beginning on any Election Date as of which no
prior election is in effect under the Plan (or the Deferred Stock Plan of the
Company) and ending no later than the expiration of the then current Election
Period. If the Election Date is other than November 5 of any year, the first
year covered by an election shall be a partial year beginning on the Election
Date and ending on the next succeeding November 4, and the number of shares
covered by the Option for this first partial year shall be prorated based on the
ratio of the number of days in such partial year to 365. The election to
receive an Option in lieu of cash compensation must be made on or before the
commencement of the period covered by the election. Notwithstanding the
foregoing, no Director who is a resident of the United Kingdom shall be eligible
to make an election hereunder but rather shall be required to receive an Option
in lieu of cash compensation and, as such, treated as if he or she had made an
election covering a period of five years effective beginning on each Election
Date as of which no prior election is in effect. The Option will be for the
following number of shares, subject to adjustment pursuant to Paragraph 8
hereof:
4
Years of Cash Shares Covered
Compensation Waived by Option
5 10,000
4 10,000
3 10,000
2 10,000
1 10,000
Said election shall be in writing and delivered to the Secretary of the
Company. The date of grant of the Option shall be the date on which the period
covered by the election begins. A Director who has been granted an Option under
the Plan may be granted additional Options under the Plan. The Company shall
effect the granting of Options under the Plan by the execution of Option
Agreements.
4. OPTIONS: GENERAL PROVISIONS
(a) Option Exercise Price. The per share purchase price of the Shares
under each Option granted pursuant to this Plan shall be equal to one hundred
percent (100%) of the fair market value per Share on the date of grant of such
Option. The fair market value per Share on the date of grant shall be the
Market Price for the business day immediately preceding the date of grant of
such Option.
(b) Exercise Period.
(1) An Option shall not initially be exercisable. On November 5 of
each year following the date of grant of an Option, the Option shall become
exercisable as to a number of shares equal to that number attributable to a
period of one year under the Option. Notwithstanding the foregoing
sentence, if an election covers a partial year as provided in Paragraph 3,
above, then with respect to the number of shares attributable to that
partial year the Option shall become exercisable on the later of the
November 5 following the date of grant or the day that is six months after
the date of grant, and thereafter the foregoing sentence shall apply to the
Option.
(2) Upon termination of a Director's tenure as a Director, any
portion of an Option which has not become exercisable shall lapse except as
follows:
(A) The Option shall become immediately exercisable as to a
prorated number of Shares based on the time served during the one-year
period (or partial-year period, if applicable) indicated in Paragraph
4(b)(1), above, in which termination occurs.
(B) Upon the death or Disability of a Director, each Option of
such Director shall become immediately exercisable as to 100% of the
Shares covered thereby.
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(3) Upon the occurrence of a Triggering Event, each Option
outstanding under this Plan shall become immediately exercisable as to 100%
of the Shares covered thereby.
(4) Once any portion of an Option becomes exercisable, it shall
remain exercisable for the greater of five years after the date of grant or
two years after the date such portion becomes exercisable.
(c) Payment of Exercise Price. The purchase or exercise price shall be
payable in whole or in part in cash or Shares; and such price shall be paid in
full at the time that an Option is exercised. If a Director elects to pay all
or a part of the purchase or exercise price in Shares, such Director shall make
such payment by delivering to the Company a number of Shares already owned by
the Director equal in value to the purchase or exercise price. All Shares so
delivered shall be valued at their Market Price on the business day immediately
preceding the day on which such Shares are delivered.
5. TRANSFERABILITY
(a) Restrictions on Transferability. Except as otherwise provided in this
Paragraph 5, an Option granted to a Director under this Plan shall be not
transferable or subjected to execution, attachment or similar process, and
during the lifetime of the Director shall be exercisable only by the Director.
(b) Transfer upon Death. A Director shall have the right to transfer the
Option upon such Director's death, either pursuant to a beneficiary designation
described below or, if the Director dies without a surviving designated
beneficiary, by the terms of such Director's will or under the laws of descent
and distribution, and all such transferees shall be subject to all terms and
conditions of this Plan to the same extent as would the Director, except as
otherwise expressly provided herein. Upon the death of a Director, each Option
of such Director shall be exercisable (1) by the deceased Director's designated
beneficiary (such designation to be made in writing at such time and in such
manner as the Company shall approve or prescribe), or (2) if the deceased
Director dies without a surviving designated beneficiary, by the personal
representative, administrator, or other representative of the estate of the
deceased Director, or by the person or persons to whom the deceased Director's
rights under such Option shall pass by will or the laws of descent and
distribution. A Director who has so designated a beneficiary may change such
designation at any time by giving written notice to the Company.
(c) Certain Transfers Permitted. A Director shall have the right to
transfer all or part of an Option during his or her lifetime to members of the
Director's immediate family, to trusts for the benefit of such immediate family
members, and to partnerships in which the Director or such family members are
the only partners. For purposes of the preceding sentence, "immediate family"
shall mean a Director's children, grandchildren, and spouse. Upon such a
transfer, the Option (or portion of the Option) thereafter shall be exercisable
by the transferee to the extent and on the terms it would have been exercisable
by the transferring Director.
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6. EXERCISE
An Option shall be exercisable by a Director's giving written notice of
exercise to the Secretary of the Company specifying the number of Shares to be
purchased accompanied by payment in full of the required exercise price. The
Company shall have the right to delay the issue or delivery of any Shares under
the Plan until (a) the completion of such registration or qualification of such
Shares under any federal or state law, ruling or regulation as the Company shall
determine to be necessary or advisable, and (b) receipt from the Director of
such documents and information as the Company may deem necessary or appropriate
in connection with such registration or qualification.
7. SECURITIES LAWS
Each Option Agreement shall contain such representations, warranties and
other terms and conditions as shall be necessary in the opinion of counsel to
the Company to comply with all applicable federal and state securities laws.
8. ADJUSTMENT PROVISIONS
(a) Adjustment Based On Changes in the Market Price of Shares. For any
Option having a date of grant after November 5, 1996, each of the numbers in the
schedule in Paragraph 3 hereof under "Shares Covered by Option" shall be
adjusted, in accordance with the following formula, to equal the value of X,
where
X = Number Shown in Schedule x $28.00
Market Price of Shares on the Date of Grant
(b) Adjustment for Stock Dividends, Split-Ups, Etc. In the event of any
stock dividend, split-up, recapitalization, merger, consolidation, combination
or exchange of shares, or the like, as a result of which shares of any class
shall be issued in respect of the outstanding Shares, or the Shares shall be
changed into the same or a different number of the same or another class of
stock, or into securities of another person, cash or other property (not
including a regular cash dividend), the total number of Shares authorized to be
offered in accordance with Paragraph 2, the number of Shares subject to each
outstanding Option, the exercise price applicable to each such Option, and/or
the consideration to be received upon exercise of each such Option shall be
adjusted.
9. TIME OF GRANTING
Nothing contained in the Plan or in any resolution adopted or to be adopted
by the Board of Directors or the shareholders of the Company shall constitute
the granting of any Option hereunder. The granting of an Option pursuant to the
Plan shall take place only when a written Option Agreement shall have been duly
executed by and on behalf of the Company.
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10. TAXES
The Company shall be entitled to pay or withhold the amount of any tax
which it believes is required as a result of the exercise of any Option under
the Plan, and the Company may defer making delivery with respect to Shares
obtained pursuant to exercise of any Option until arrangements satisfactory to
it have been made with respect to any such withholding obligations. If a
withholding obligation should arise, a Director exercising an Option may, at his
election, provided applicable laws and regulations are complied with, satisfy
his obligation for payment of withholding taxes either by having the Company
retain a number of Shares having an aggregate Market Price on the date the
Shares are withheld equal to the amount of the withholding tax or by delivering
to the Company Shares already owned by the Director having an aggregate Market
Price on the business day immediately preceding the day on which such Shares are
delivered equal to the amount of the withholding tax.
11. EFFECTIVENESS OF THE PLAN
The Plan originally became effective on and as of October 2, 1991, subject
to shareholder approval. The shareholders of the Company approved the Plan on
April 20, 1992. The Plan was amended and restated on November 5, 1996 and
February 18, 1997.
12. TERMINATION AND AMENDMENT
The Board of Directors of the Company may terminate the Plan or make such
modifications or amendments thereof as it shall deem advisable, including, but
not limited to, such modifications or amendments as it shall deem advisable in
order to conform to any law or regulation applicable thereto; provided, however,
that the Board of Directors may not amend the Plan more frequently than once
every six months (except as to comport with changes in the Code) and may not,
unless otherwise permitted under federal law, without further approval of the
holders of a majority of the Shares voted at any meeting of shareholders at
which a quorum is present and voting, adopt any amendment to the Plan for which
shareholder approval is required under tax, securities or any other applicable
law, including, but not limited to, any amendment to the Plan which would cause
the Plan to no longer comply with Rule 16b-3 of the Exchange Act or any
successor rule or other regulatory requirements. No termination, modification or
amendment of the Plan may, without the consent of a Director, adversely affect
the rights of such Director under an outstanding Option then held by the
Director.
13. TENURE
The grant of an Option pursuant to the Plan is no guarantee that a Director
will be renominated, reelected or reappointed as a Director; and nothing in the
Plan shall be construed as conferring upon a Director the right to continue to
be associated with the Company as a Director or otherwise.
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 11/4/01 | | 2 |
| Filed on: | | 3/31/97 | | | | | | | 10-Q |
| | 2/18/97 | | 1 | | 8 |
| For Period End: | | 12/31/96 |
| | 11/5/96 | | 1 | | 8 |
| | 4/20/92 | | 8 |
| List all Filings |
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