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Exhibit
10.17(a)
MANPOWER
INC.
NONSTATUTORY STOCK OPTION
AGREEMENT
This Nonstatutory Stock
Option Agreement (this “Agreement”) is executed as of
, by and between MANPOWER INC., a Wisconsin corporation (the
“Corporation”), and
(the “Employee”).
W I T N E S S E T
H:
WHEREAS the Board of
Directors of the Corporation has established the 2003 Equity
Incentive Plan (the “Plan”) for employees and directors
of the Corporation and its Subsidiaries;
WHEREAS, the Corporation
anticipates that the Plan will promote the best interests of the
Corporation and its shareholders (i) by providing participants
who have acquired a proprietary interest in the Corporation with a
stronger incentive to put forth maximum effort for the continued
success and growth of the Corporation and its Subsidiaries, and
(ii) by enabling the Corporation to attract and retain
superior employees; and
WHEREAS, the Corporation has
granted to the Employee the right to participate
in the Plan in the manner and subject to the terms
provided in this Agreement and the Plan.
NOW, THEREFORE, in
consideration of the benefits that the Corporation will derive in
connection with the services to be rendered by the Employee, the
Corporation and the Employee hereby agree as follows:
1. Provisions of Plan
Control . This Agreement shall be governed by the provisions of
the Plan, the terms and conditions of which are incorporated
herein by reference. The Plan empowers the Committee to make
interpretations, rules and regulations thereunder, and, in general,
provides that determinations of such Committee with respect to the
Plan shall be binding upon the Employee. Unless otherwise provided
herein, all capitalized words in this Agreement shall have the
meaning ascribed to them in the Plan. A copy of the Plan will be
delivered to the Employee upon reasonable request.
2. Option; Number of
Shares; Option Price . The Employee shall have the right and
option to purchase all or any part of an aggregate
Shares (the “Option”) at the purchase price of
$-
per Share.
3. Time Limitations on
Exercise of Option . The Option will become exercisable as to
25% of the Shares on the first annual anniversary date hereof and
an additional 25% will become exercisable on each of the three
(3) subsequent annual anniversaries of such date, provided
that the Employee is still in the employ of the Corporation on each
such date. To the extent that the number of Shares relating to the
Option becoming exercisable on any anniversary date is a fractional
number, the cumulative number shall be rounded to the closest whole
number, provided however, that to the extent necessary, the
cumulative number of Shares relating to the Option becoming
exercisable on the 4 th annual anniversary date shall be adjusted so that the total
Shares that have become exercisable on or before the 4
th
annual anniversary date
equals the total number of Shares indicated in Paragraph 2 above.
Notwithstanding any limitation established by the Committee on the
exercise of the Option or anything else to the contrary contained
in this Agreement, the Option shall be immediately exercisable as
to all Shares covered by the Option if it has not previously lapsed
upon the death of the Employee or upon the Employee’s
termination of employment due to the Disability of the Employee. To
the extent not previously exercised according to the terms hereof,
the Option shall expire on the tenth anniversary of the date
hereof.
4. Termination of
Employment and/or Triggering Event . The Option shall be
exercisable upon the termination of the Employee’s employment
relationship with the Corporation and its Subsidiaries only in the
manner and to the extent provided in Paragraph 7 of the Plan.
Notwithstanding the foregoing, the second sentence of Subsection
7(e) of the Plan, regarding acceleration of vesting upon a
Triggering Event, shall not apply to this Agreement. Instead, in
connection with a Triggering Event, the Option shall be immediately
exercisable as to all Shares covered by the Option it has not
previously lapsed upon any of the following:
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(i) |
If the Corporation’s shares do remain publicly traded on
a national securities exchange after the Triggering Event, upon
termination of Employee’s employment by the Corporation other
than for “Cause”, as defined below, during a Protected
Period or within two (2) years following a Triggering
Event; |
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(ii) |
If the Corporation’s shares do remain publicly traded on
a national securities exchange after the Triggering Event, upon the
Employee’s voluntary termination of his employment for
“Good Reason” as defined below, during a Protected
Period or within two (2) years following a Triggering Event;
or |
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(iii) |
Upon a Triggering Event where the Corporation’s shares do
not rem |
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