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Exhibit
10.17(c)
MANPOWER
INC.
RESTRICTED STOCK
AGREEMENT
(CEO)
This Restricted Stock
Agreement (this “Agreement”) is executed as of
, 200 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”) with the approval of the
shareholders of the Corporation; and
WHEREAS, the Employee has
been granted Restricted Stock under the Plan subject to the terms
provided in this Agreement and the Plan.
NOW, THEREFORE, 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 Administrator to
make interpretations, rules and regulations thereunder, and, in
general, provides that determinations of the Administrator with
respect to the Plan shall be binding upon the Employee. Unless
otherwise provided herein, all capitalized terms in this Agreement
shall have the meanings ascribed to them in the Plan. A copy of the
Plan will be delivered to the Employee upon reasonable
request.
2. Terms of Award .
The Employee has been granted
Shares of Restricted Stock under the Plan. Notwithstanding the
terms of the Plan, the Administrator has determined that the
Restricted Period is the period ending on
, unless the Restricted Period ends sooner as provided in the
Plan.
Notwithstanding the
foregoing, the provisions of Section 8(e) of the Plan,
regarding a Triggering Event, shall not apply to this Agreement.
Instead, in connection with a Triggering Event, the Restricted
Period shall end and all restrictions applicable to any Restricted
Stock then held by the Employee shall lapse and the Shares of
Restricted stock shall vest in full upon any of the
following:
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(i) |
Where the Corporation’s shares remain publicly traded on
a national securities exchange after the Triggering Event, if
Employee’s employment is terminated 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) |
Where the Corporation’s shares remain publicly traded on
a national securities exchange after the Triggering Event, if
Employee voluntarily terminates his employment for “Good
Reason” as defined below, during 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 remain publicly traded on a national securities exchange after
the Triggering Event, unless the Restricted Stock granted hereunder
is converted, on a tax-free basis, into shares of an acquiring
corporation that is publicly traded on a national securities
exchange. |
In the event of accelerated vesting due
to the termination of Employee’s employment during a
Protected Period, the accelerated vesting will occur as of the date
of the Triggering Event.
Further, the provisions of
Section 8(d)(2) of the Plan regarding normal retirement or
early retirement shall not apply to this Agreement. Instead, upon
the Employee’s Retirement, the Restricted Period shall end
and all restrictions applicable to any Restricted Stock then held
by the Employee shall immediately lapse and the Shares of
Restricted Stock shall vest in full.
Finally, notwithstanding the
foregoing, the Restricted Period shall end and the Employee shall
become vested in a prorated number of Shares of Restricted Stock if
the Shares have not previously vested or been forfeited, as
follows:
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a. |
upon the Employee’s termination of employment by the
Corporation other than for “Cause,” as defined below,
where such termination does not occur during a Protected Period or
within two (2) year following a Triggering Event;
or |
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b. |
upon the Employee’s voluntary termination of employment
for “Good Reason,” as defined below, where such
termination does not occur during a Protected Period or within two
(2) year follow |
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