ManpowerGroup Inc. – ‘10-K’ for 12/31/96 – EX-10.13(B)

As of:  Monday, 3/31/97   ·   For:  12/31/96   ·   Accession #:  950137-97-1357   ·   File #:  1-10686

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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-10.13(B)   —   Employment Agent With Jon Chait

EX-10.13(B)
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                                                                EXHIBIT 10.13(b)

MANPOWER INC.   
5301 NORTH IRONWOOD ROAD    
MILWAUKEE, WISCONSIN  53217   

February 18, 1997   

Mr. Jon F. Chait:                                                               

    Please refer to our letter agreement dated August 3, 1991, as amended by a
letter agreement dated March 12, 1992 (as amended, the "Prior Agreement"),      
concerning your compensation and other benefits as an employee of Manpower Inc. 
(the "Company"), successor to Manpower International Inc.  We have agreed to the
following modifications of the Prior Agreement:                                 

         1.  Subparagraph 2 of the Prior Agreement is modified to provide that
   the incentive bonus to which you will be entitled for each fiscal year of
the Company, beginning with the year ending December 31, 1997, will be
 determined in accordance with Schedule A attached hereto in lieu of the
amount previously specified for any incentive bonus.                  

         2.  Notwithstanding the foregoing or any other provision of the Prior
     Agreement, you will not be entitled to receive the incentive bonus provided
    under paragraph 2 of such agreement for the year ending December 31, 1997,
or any subsequent fiscal year unless the shareholders of Manpower Inc.
approve the bonus arrangement set out in Schedule A at the 1997 annual
  meeting of shareholders by the vote required under Section 162(m) of the
    Internal Revenue Code of 1986, as amended, and the regulations thereunder.

EX-10.13(B)
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 Except as expressly modified by the foregoing, the Prior Agreement will
remain in full force and effect.                                                

     To confirm your agreement with the terms of this letter, kindly sign a copy
in the place provided below and return it to the Company.                       

Sincerely,          

MANPOWER INC.       

        By:/s/ Mitchell S. Fromstein
                        --------------------------------------
                      Mitchell S. Fromstein, President and
         Chief Executive Officer

I hereby confirm my agreement with                                              
the terms of this letter.                                                       

/s/ Jon F. Chait                                                                
----------------------------------                                              
Jon F. Chait                                                                    

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EX-10.13(B)
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SCHEDULE A

Incentive Bonus Formula 

Adjusted Net Profit Before Tax        Amount of Bonus is 25%
                                     of Following Amount

$44 Million or less                        None                                 

More than $44 Million but equal            1% of Adjusted Net Profit            
to or less than $49 Million                Before Tax in excess of $44          
             Million

More than $49 Million but equal            $50,000 plus 1-1/2% of Adjusted      
to or less than $59 Million                Net Profit Before Tax in excess      
                    of $49 Million

More than $59 Million                      $200,000 plus 1-3/4% of              
                                    Adjusted Net Profit Before Tax
                              in excess of $59 Million

"Adjusted Net Profit Before Tax" shall mean the net profit (or loss) before     
income taxes, cumulative effects of changes in accounting principles, and       
extraordinary items, shown on the year-end audited Consolidated Statement of    
Operations of Manpower Inc. and subsidiaries with the following adjustments:    

a.   Add to income the aggregate charges included for base salaries, incentive  
  bonuses, or severance (and charges for withheld employment taxes on such
items) paid or payable to Messrs. Fromstein and Chait.                

b.   Add to income the aggregate charges included for employee noncash          
compensation items.                                                   

c.   Add to income any charges included for the amortization of goodwill,       
restructuring, losses resulting from the disposition of real estate or
 businesses, and other unusual items, and subtract from income any gains
  included resulting from the disposition of real estate or businesses and
other unusual items.                                                  

Notwithstanding the foregoing, charges included for the amortization of goodwill
or restructuring will not be added back with respect to any year to the extent  
determined by the Executive Performance Compensation Committee of the Board of  
Directors of Manpower Inc. in its sole discretion.                              

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		12/31/97		1					10-K405
Filed on:		3/31/97							10-Q
		2/18/97		1
For Period End:		12/31/96
		3/12/92		1
									List all Filings