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Exhibit
10.12b
Manpower Inc.
100 Manpower Place
Milwaukee, Wisconsin
53212
February 20,
2008
Mr. Michael J. Van
Handel:
Manpower Inc. (the
“Corporation”) desires to retain experienced,
well-qualified executives, like you, to assure the continued growth
and success of the Corporation and its direct and indirect
subsidiaries (collectively, the “Manpower Group”).
Accordingly, as an inducement for you to continue your employment
in order to assure the continued availability of your services to
the Manpower Group, we have agreed as follows:
| 1. |
Definitions . For purposes of this letter: |
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(a) |
Cause . Termination by the Manpower Group of your
employment with the Manpower Group for “Cause” will
mean termination upon (i) your repeated failure to perform
your duties with the Manpower Group in a competent, diligent and
satisfactory manner as determined by the Corporation’s Chief
Executive Officer in his reasonable judgment, (ii) failure or
refusal to follow the reasonable instructions or direction of the
Corporation’s Chief Executive Officer, which failure or
refusal remains uncured, if subject to cure, to the reasonable
satisfaction of the Corporation’s Chief Executive Officer for
five (5) business days after receiving notice thereof from the
Corporation’s Chief Executive Officer, or repeated failure or
refusal to follow the reasonable instructions or directions of the
Corporation’s Chief Executive Officer, (iii) any act by
you of fraud, material dishonesty or material disloyalty involving
the Manpower Group, (iv) any violation by you of a Manpower
Group policy of material import, (v) any act by you of moral
turpitude which is likely to result in discredit to or loss of
business, reputation or goodwill of the Manpower Group,
(vi) your chronic absence from work other than by reason of a
serious health condition, (vii) your commission of a crime the
circumstances of which substantially relate to your employment
duties with the Manpower Group, or (viii) the willful engaging
by you in conduct which is demonstrably and materially injurious to
the Manpower Group. For purposes of this Subsection 1(a), no
act, or failure to act, on your part will be deemed
“willful” unless done, or omitted to be done, by you
not in good faith. |
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(b) |
Change of Control . A “Change of Control”
shall mean the first to occur of any of the following: |
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(i) |
the acquisition (other than from the Corporation), by any
Person (as defined in Sections 13(d)(3) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), directly or indirectly, of beneficial ownership
(within the meaning of Exchange Act Rule 13d-3) of 50% or more of
the then outstanding shares of common stock of the Corporation or
voting securities representing 50% or more of the combined voting
power of the Corporation’s then outstanding voting securities
entitled to vote generally in the election of directors;
provided , however , no Change of Control shall be
deemed to have occurred as a result of an acquisition of shares of
common stock or voting securities of the Corporation (A) by
the Corporation, any of its subsidiaries, or any employee benefit
plan (or related trust) sponsored or maintained by the Corporation
or any of its subsidiaries or (B) 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 Corporation’s shareholders
immediately prior to such acquisition in substantially the same
proportions as their ownership, immediately prior to such
acquisition, of the Corporation’s then outstanding common
stock or then outstanding voting securities, as the case may be;
or |
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(ii) |
the consummation of any merger or consolidation of the
Corporation 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 Corporation’s shareholders immediately prior to such
merger or consolidation in substantially the same proportions as
their ownership, immediately prior to such merger or consolidation,
of the Corporation’s then outstanding common stock or then
outstanding voting securities, as the case may be; or |
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(iii) |
the consummation of any liquidation or dissolution of the
Corporation or a sale or other disposition of all or substantially
all of the assets of the Corporation; or |
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(iv) |
individuals who, as of the date of this letter, constitute the
Board of Directors of the Corporation (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 of
this letter whose election, or nomination for election by the
shareholders of the Corporation, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board
shall be, for purposes of this letter, 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 |
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(v) |
whether or not conditioned on shareholder approval, the
issuance by the Corporation of common stock of the Corporation
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 Corporation 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 Change of Control whereby there is a successor
holding company to the Corporation, or, if there is no such
successor, whereby the Corporation 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 letter, shall thereafter be referred to as the
Corporation.
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(c) |
Good Reason . “Good Reason” will mean,
without your consent, the occurrence of any one or more of the
following during the Term: |
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(i) |
a material dimunition in your authority, duties or
responsibilities; |
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(ii) |
any material breach of this agreement by the Corporation or of
any material obligation of any member of the Manpower Group for the
payment or provision of compensation or other benefits to
you; |
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(iii) |
a material dimunition in your base salary or a failure by the
Manpower Group to provide an arrangement for you for any fiscal
year of the Manpower Group giving you the opportunity to earn an
incentive bonus for such year; |
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(iv) |
your being required by the Corporation to materially change the
location of your principal office; provided such new location is
one in excess of fifty miles from the location of your principal
office before such change; or |
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(v) |
a material dimunition in your annual target bonus opportunity
for a given fiscal year within two years after the occurrence of a
Change of Control, as compared to the annual target bonus
opportunity for the fiscal year immediately preceding the fiscal
year in which a Change of Control occurred. |
Notwithstanding Subsections
1(c)(i) – (v) above, Good Reason does not exist unless
(i) you object to any material dimunition or breach described
above by written notice to the Corporation within twenty
(20) business days after such dimunition or breach occurs,
(ii) the Corporation fails to cure such dimunition or breach
within thirty (30) days after such notice is given and
(iii) your employment with the Manpower Group is terminated by
you within ninety (90) days after such dimunition or breach
occurs.
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(c) |
Notice of Termination . Any termination of your
employment by the Corporation, or termination by you for Good
Reason during the Term will be communicated by Notice of
Termination to the other party hereto. A “Notice of
Termination” will mean a written notice which specifies a
Date of Termination (which date shall be on or after the date of
the Notice of Termination) and, if applicable, indicates the
provision in this letter applying to the termination and sets forth
in reasonable detail the facts and circumstances claimed to provide
a basis for termination of your employment under the provision so
indicated. |
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(d) |
Date of Termination . “Date of Termination”
will mean the date specified in the Notice of Termination where
required (which date shall be on or after the date of the Notice of
Termination) or in any other case upon your ceasing to perform
services for the Manpower Group. |
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(e) |
Term . The “Term” will be a period beginning
on the date of this letter indicated above and ending on the first
to occur of the following: (a) the date two years after the
occurrence of a Change of Control; (b) February 20, 2011,
if no Change of Control occurs between the date of this letter
indicated above and February 20, 2011; and (c) the Date
of Termination. |
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(f) |
Benefit Plans . “Benefit Plans” means all
benefits of employment generally made available to the executives
of the Corporation from time to time. |
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(g) |
Compensation Agreement . The “Compensation
Agreement” means the letter of even date from the Corporation
to you, as accepted by you, regarding your compensation and
benefits. |
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(h) |
Protected Period . The “Protected Period”
shall be a period of time determined in accordance with the
following: |
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(i) |
if a Change of Control is triggered by an acquisition of shares
of common stock of the Corporation pursuant to a tender offer, the
Protected Period shall commence on the date of the initial tender
offer and shall continue through and including the date of the
Change of Control, provided that in no case will the Protected
Period commence earlier than the date that is six months prior to
the Change of Control; |
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(ii) |
if a Change of Control is triggered by merger or consolidation
of the Corporation with any other corporation, the Protected Period
shall commence on the date that serious and substantial discussions
first take place to effect the merger or consolidation and shall
continue through and including the date of the Change of Control,
provided that in no case will the Protected Period commence earlier
than the date that is six months prior to the Change of Control;
and |
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(iii) |
in the case of any Change of Control not described in clauses
(i) or (ii), above , the Protected Period shall
commence on the date that is six months prior to the Change of
Control and shall continue through and including the date of the
Change of Control. |
| 2. |
Compensation and Benefits on Termination . |
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(a) |
Termination by the Corporation for Cause or by You Other
Than for Good Reason . If your employment with the Manpower
Group is terminated by the Corporation for Cause or by you other
than for Good Reason, the Corporation will pay you or provide you
with (i) your full base salary as then in effect through the
Date of Termination, (ii) your unpaid bonus, if any,
attributable to any complete fiscal year of the Manpower Group
ended before the Date of Termination and (iii) all benefits to
which you are entitled under any Benefit Plans in accordance with
the terms of such plans. The Manpower Group will have no further
obligations to you. |
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(b) |
Termination of Reason of Disability or Death . If your
employment with the Manpower Group terminates during the Term by
reason of your disability or death, the Corporation will pay you or
provide you with (i) your full base salary as then in effect
through the Date of Termination, (ii) your unpaid bonus, if
any, attributable to any complete fiscal year ended before the Date
of Termination; (iii) a bonus for the fiscal year during which
the Date of Termination occurs equal to your target annual bonus
for the fiscal year in which the Date of Termination occurs, but
prorated for the actual number of days you were employed during
such fiscal year, payable within sixty days after the Date of
Termination, and (iv) all benefits to which you are entitled
under any Benefit Plans in accordance with the terms of such plans.
For purposes of this letter, “disability” means that
you (i) are unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to
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result in death or can be
expected to last for a continuous period of not less than twelve
months, or (ii) are, by reason of any medically determinable
physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not
less than twelve months, receiving income replacement benefits for
a period of not less than three months under an accident and health
plan covering employees of the Corporation or the Manpower Group.
The Manpower Group will have no further obligations to
you.
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(c) |
Termination for Any Other Reason . |
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(i) |
If, during the Term and either during a Protected Period or
within two years after the occurrence of a Change of Control, your
employment with the Manpower Group is terminated for any reason not
specified in Subsections 2(a) or (b), above, you will be entitled
to the following:” |
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(A) |
the Corporation will pay you your full base salary through the
Date of Termination at the rate in effect at the time Notice of
Termination is given; |
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(B) |
the Corporation will pay you your unpaid bonus, if any,
attributable to any complete fiscal year of the Manpower Group
ended before the Date of Termination; |
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(C) |
the Corporation will pay you, a bonus for the fiscal year
during which the Date of Termination occurs equal in amount to your
target annual bonus for the fiscal year in which the Change of
Control occurs; |
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(D) |
the Corporation will pay as a severance benefit to you a
lump-sum payment equal to three times the sum of (i) your
annual base salary at the highest rate in effect during the Term
and (ii) your target annual bonus for the fiscal year in which
the Change of Control occurs; and |
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(E) |
for up to an
eighteen-month period after the Date of Termination, the
Corporation will arrange to provide you and your eligible
dependents, at the Corporation’s expense, with Health
Insurance Continuation (defined below) or other substantially
similar coverage, in which you were participating on the Date of
Termination; provided, however, that benefits otherwise receivable
by you pursuant to this Subsection 2(c)(i)(E) will be reduced
to the extent other comparable benefits are actually received by
you during the eighteen-month period following your termination,
and any such benefits actually received by you or your dependents
will be reported to the Corporation; and
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provided, further that any
insurance continuation coverage that you may be entitled to receive
under the Consolidated Omnibus Budget Reconciliation Act of 1986,
as amended (“COBRA”), or similar foreign or state laws
will commence on the Date of Termination.
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For purposes of this
Subsection 2(c)(i)(E), “Health Insurance Continuation”
means that, if, and to the extent, you or any of your eligible
dependents, following the Date of Termination, elect to continue
coverage under the Corporation’s group medical and dental
insurance plans, in accordance with the requirements of COBRA or
similar foreign or state laws, the Manpower Group will pay the
total cost of such COBRA coverage for the first eighteen months for
which you and/or your eligible dependents are eligible for such
coverage; provided, however, that if you, your spouse or any other
eligible dependant commences new employment during such
eighteen-month period and becomes eligible for health insurance
benefits from such new employer, the Corporation’s obligation
to provide such Corporation-subsidized COBRA coverage to you or
such eligible dependant shall terminate as of the date you or such
dependant becomes eligible to receive such health insurance
benefits from such new employer. Immediately following this period
of Corporation-subsidized COBRA coverage, you and/or your eligible
dependents, as applicable, will be solely responsible for payment
of the entire cost of COBRA coverage if such coverage remains
available and you and/or your eligible dependents choose to
continue such coverage. Within five calendar days of you or any of
your eligible dependents becoming eligible to receive health
insurance benefits from a new employer, you agree to inform the
Corporation of such fact in writing. If the Manpower Group
determines that the Corporation-subsidized COBRA payments provided
by this Subsection 2(c)(i)(E) are taxable, the payments will be
grossed-up so that the net amount received by you, after
subtraction of all taxes applicable to the payments plus the
gross-up amount, will equal the cost of such COBRA
coverage
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(ii) |
If your employment with the Manpower Group is terminated during
the Term for any reason not specified in Subsections 2(a) or (b),
above, and Subsection 2(c)(i), above, does not apply to the
termination, you will be entitled to the following: |
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