UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
|
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934:
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For
the fiscal year ended December 31, 2009
OR
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¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Commission
File No. 1-10686
MANPOWER
INC.
(Exact
name of registrant as specified in its charter)
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WISCONSIN
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39-1672779
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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|
100
MANPOWER PLACE
MILWAUKEE,
WISCONSIN
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53212
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|
(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (414) 961-1000
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of Exchange on which registered
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Common
Stock, $.01 par value
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New
York Stock Exchange
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Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes x No ¨
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act. Yes ¨ No x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer x Accelerated
filer ¨ Non-accelerated
filer ¨ Smaller
reporting company ¨
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No x
The
aggregate market value of the voting stock held by nonaffiliates of the
registrant was $3,317,445,824 as of June 30, 2009. As of February 16,
2010, there were 78,667,931 of the registrant’s shares of common stock
outstanding.
Introductory
Note
This annual report on Form 10-K/A for
the year ended December 31, 2009, has been filed to incorporate the disclosures
required under Item 10
Directors and Executive Officers of the Registrant, Item 11 Executive
Compensation, Item 12 Security Ownership of Certain Beneficial Owners and
Management and Related Shareholder Matters, Item 13 Certain Relationships and
Related Transactions, and Director Independence and Item 14 Principal Accountant
Fees and Services. Accordingly, this amendment only includes the
disclosures for Items 10, 11, 12, 13 and 14,
respectively. Except for the disclosures set forth below, this Form
10-K/A has not been updated to reflect events that occurred after the date of
the original annual report. As such, this Form 10-K/A should be read
in conjunction with our 10-K filing made with the SEC on February 19,
2010.
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|
Item 10. Directors
and Executive Officers of the
Registrant
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|
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EXECUTIVE
OFFICERS OF MANPOWER
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Set forth below are the name, age and
biographical information for each of our executive officers.
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Name
of Officer
|
Office
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|
Jeffrey A. Joerres
Age
50
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Chairman
of Manpower since May 2001, and President and Chief Executive Officer of
Manpower since April 1999. Senior Vice President – European Operations and
Marketing and Major Account Development of Manpower from July 1998 to
April 1999. A director of Artisan Funds, Inc. and Johnson Controls, Inc. A
director of Manpower for more than five years. An employee of Manpower
since July 1993.
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|
Michael
J. Van Handel
Age
50
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Executive
Vice President, Chief Financial Officer of Manpower since January 2008.
Executive Vice President, Chief Financial Officer and Secretary of
Manpower from April 2002 to January 2008. Senior Vice President, Chief
Financial Officer and Secretary of Manpower from August 1999 to April
2002. Senior Vice President, Chief Financial Officer, Treasurer and
Secretary of Manpower from July 1998 to August 1999. An employee of
Manpower since May 1989.
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|
Barbara
J. Beck
Age
49
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Executive
Vice President of Manpower, President – Europe, Middle East and Africa
since January 2006. A director of Ecolab Inc. since February 2008.
Executive Vice President of Manpower – United States and Canadian
Operations from January 2002 to December 2005. Independent consultant from
August 2000 to January 2002. Area Vice President and General Manager of
United States – West for Sprint Corporation from February 1996 to August
2000. An employee of Manpower since January 2002.
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Jonas
Prising
Age
44
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Executive
Vice President of Manpower, President – The Americas of Manpower since
January 2009. Executive Vice President of Manpower, President – United
States and Canadian Operations from January 2006 to December 2008.
Managing Director of Manpower Italy from July 2002 to December 2005.
Director of Manpower Global Accounts – EMEA from June 1999 to June 2002.
Prior to joining Manpower, held multiple international management
positions with Electrolux from 1989 to May 1999. An employee of Manpower
since June 1999.
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|
Owen J. Sullivan
Age
52
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Executive
Vice President of Manpower, and Chief Executive Officer of Right
Management and Jefferson Wells since January 2005. Chief Executive Officer
of Jefferson Wells International, Inc. from April 2003 to January 2005.
Independent consultant from 2002 to 2003. President of the Financial
Services Group – Metavante Corporation from 1999 to 2003. An employee of
Manpower since April 2003.
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Francoise
Gri
Age
52
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Executive
Vice President of Manpower, President – France since February 2007. Prior
to joining Manpower, held various leadership roles with IBM from 1981 to
February 2007 including: regional general manager of France, Belgium and
Luxembourg; vice president of marketing and channels software for IBM
EMEA; and executive of
e-business
solutions for IBM EMEA. An employee of Manpower since February
2007.
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|
Darryl
Green
Age
49
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Executive
Vice President of Manpower, President –Asia-Pacific and Middle East
Operations since January 2009. Executive Vice President of
Manpower, President – Asia-Pacific Operations from May 2007 to December
2008. Prior to joining Manpower, served as CEO of Tata
Teleservices. Previously, CEO of Vodafone Japan, a publicly listed mobile
services provider. From 1989 to 1998, held various management positions
within AT&T, including three years as President and CEO of its
Japanese operations. An employee of Manpower since May
2007.
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Mara
E. Swan
Age
50
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Executive
Vice President - Global Strategy and Talent since January
2009. Senior Vice President of Global Human Resources from
August 2005 to December 2008. Prior to Manpower, served as
Chief People Officer for the Molson Coors Brewing Company for its global
operations. Previously, Human Resources Manager for Miller Brewing
Company. An employee of Manpower since August 2005.
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Kenneth
C. Hunt
Age
60
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Senior
Vice President, General Counsel and Secretary of Manpower since January
2008. Prior to joining Manpower, a shareholder with the law firm of
Godfrey & Kahn, S.C. from 1981 to 2007. An employee of Manpower since
January 2008.
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DIRECTORS
OF MANPOWER
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Set forth
below are the name, age and biographical information for each of our
directors.
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Name
|
Age
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Principal
Occupation
and
Directorships
|
|
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Gina
R. Boswell
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47
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President,
Global Brands, of Alberto-Culver Company since January 2008. Senior Vice
President and Chief Operating Officer — North America of Avon
Products, Inc. from February 2005 to May 2007. Senior Vice President
— Corporate Strategy and Business Development of Avon Products, Inc.
from 2003 to February 2005. Prior thereto, an executive with Ford Motor
Company, serving in various positions from 1999 to 2003. A director of
Manpower since February 2007. Previously, a director of
Applebee’s International (now DineEquity) from 2005 to
2007.
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Jack
M. Greenberg
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67
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Non-Executive
Chairman of The Western Union Company since 2006. Retired Chairman and
Chief Executive Officer of McDonald’s Corporation from May 1999 to
December 2002 and Chief Executive Officer and President from August 1998
to May 1999. Director of The Allstate Corporation, InnerWorkings, Inc.,
Hasbro, Inc. and The Western Union Company. A director of Manpower for
more than five years. Previously, a director of Abbott
Laboratories from 2000 to 2007 and First Data Corporation from 2003 to
2007.
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|
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Terry
A. Hueneke
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67
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Retired
Executive Vice President of Manpower from 1996 until February 2002. Senior
Vice President — Group Executive of Manpower’s former principal operating
subsidiary from 1987 until 1996. A director of Manpower for more than five
years. No other directorships in the past five
years.
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|
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Cari
M. Dominguez
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60
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Chair
of the U.S. Equal Employment Opportunity Commission from 2001 to 2006.
President, Dominguez & Associates, a consulting firm, from 1999 to
2001. Partner, Heidrick & Struggles, a consulting firm, from 1995 to
1998. Director, Spencer Stuart, a consulting firm, from 1993 to 1995.
Assistant Secretary for Employment Standards Administration and Director
of the Office of Federal Contract Compliance Programs, U.S. Department of
Labor, from 1989 to 1993. Prior thereto, held senior management positions
with Bank of America. A trustee of Calvert SAGE Funds since September
2008. A director of Manpower since May 2007. No other
directorships in the past five years.
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Roberto
Mendoza
|
64
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Partner
of Deming Mendoza & Co. LLC, a corporate finance advisory firm, since
January 2009. Non-executive Chairman of Trinsum Group, Inc., an
international strategic and financial advisory firm, from February 2007 to
November 2008. Chairman of Integrated Finance Limited, a
financial advisory firm, from June 2001 to January
2007. Managing Director of Goldman Sachs & Co. from
September 2000 to March 2001. Director and Vice Chairman of
J.P. Morgan & Co. Inc., from January 1990 to June 2000. A
director of The Western Union Company and PartnerRe Limited, a reinsurance
company. Also a member of the Council on Foreign
Relations. Previously a director of Egg plc. from 2000 to 2006,
Prudential plc. from 2000 to 2007 and Paris Re Holdings Limited from 2007
to 2009.
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Edward
J. Zore
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64
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Chairman
and Chief Executive Officer of The Northwestern Mutual Life Insurance
Company (“Northwestern Mutual”) since March 2009. President and
Chief Executive Officer of Northwestern Mutual from June 2001 to March
2009. President of Northwestern Mutual from March 2000 to June 2001.
Executive Vice President, Life and Disability Income Insurance, of
Northwestern Mutual from 1998 to 2000. Executive Vice President, Chief
Financial Officer and Chief Investment Officer of Northwestern Mutual from
1995 to 1998. Prior thereto, Chief Investment Officer and Senior Vice
President of Northwestern Mutual. Also a trustee of Northwestern Mutual
and a director of Northwestern Mutual Series Fund, Inc. A
director of Manpower for more than five years. Previously, a
director of Mason Street Funds from 2000 to 2007.
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|
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Jeffrey
A. Joerres
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50
|
Chairman
of Manpower since May 2001, and President and Chief Executive Officer of
Manpower since April 1999. Senior Vice
President European Operations and Marketing and Major Account
Development of Manpower from July 1998 to April 1999. A
director of Artisan Funds, Inc., Johnson Controls, Inc. and the Federal
Reserve Bank of Chicago. A director of Manpower for more than
five years. An employee of Manpower since July
1993.
|
|
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John
R. Walter
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63
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Retired
President and Chief Operating Officer of AT&T Corp. from November 1996
to July 1997. Chairman, President and Chief Executive Officer of R.R.
Donnelley & Sons Company, a print and digital information management,
reproduction and distribution company, from 1989 through 1996.
Non-executive Chairman and Director of the Board of
InnerWorkings, Inc. Also a director of Vasco Data Securities, Inc and Echo
Global Logistics. A director of Manpower for more than five years.
Previously, a director of Abbott Laboratories from 1990 to 2007, Deere
& Company from 1991 to 2007 and SNP Corporation of
Singapore.
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Marc
J. Bolland
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50
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Chief
Executive Officer of Wm Morrisons Supermarket Plc since September 2006.
Executive Board Member of Heineken N.V., a Dutch beer brewing and bottling
company, from 2001 to August 2006. Previously, a Managing Director of
Heineken Export Group Worldwide, a subsidiary of Heineken N.V., from 1999
to 2001, and Heineken Slovensko, Slovakia, a subsidiary of Heineken N.V.,
from 1995 to 1998. A director of Manpower for more than five
years. No other directorships in the past five
years.
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Ulice
Payne, Jr.
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54
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President
of Addison-Clifton, LLC, a provider of global trade compliance advisory
services, from May 2004 to present. President and Chief Executive Officer
of the Milwaukee Brewers Baseball Club from 2002 to 2003. Partner with
Foley & Lardner LLP, a national law firm, from 1998 to 2002. A
director of Northwestern Mutual, Wisconsin Energy Corporation and Badger
Meter, Inc. A director of Manpower since October
2007. Previously, a director of Midwest Air Group, Inc. from
1998 to 2006.
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Board
Composition and Qualifications of Board Members
The
nominating and governance committee has adopted, and the board of directors has
approved, guidelines for selecting board candidates that the committee considers
when evaluating candidates for nomination as directors. The
guidelines call for the following with respect to the composition of the
board:
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•
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a
variety of experience and
backgrounds
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•
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a
core of business executives having substantial senior management and
financial experience
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•
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individuals
who will represent the best interests of the shareholders as a whole
rather than special interest
constituencies
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•
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the
independence of at least a majority of the
directors
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•
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individuals
who represent a diversity of gender, race and
age
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In
connection with its consideration of possible candidates for board membership,
the committee also has identified areas of experience that members of the board
should as a goal collectively possess. These areas
include:
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•
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previous
board experience
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•
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active
or former CEO/COO/Chairperson
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•
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human
resources experience
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|
•
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accounting
or financial oversight experience
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•
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international
business experience
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•
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sales
experience
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|
•
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marketing
and branding experience
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•
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operations
experience
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•
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corporate
governance experience
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•
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government
relations experience
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•
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technology
experience
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The
Company believes that the present composition of the board of directors
satisfies the guidelines for selecting board candidates set out above;
specifically, the board is composed of individuals who have a variety of
experience and backgrounds, the board has a core of business executives having
substantial experience in management as well as one member having government
experience, board members represent the best interests of all of the
shareholders rather than special interests, and ten of eleven directors are
independent under the rules of the New York Stock Exchange. The composition of
the board also reflects diversity of country of origin, gender, race and age, an
objective that the nominating and governance committee continually strives to
enhance when searching for and considering new directors.
In
addition, the particular areas of desired experience identified above that are
possessed by each director with significant or some experience is as
follows:
M. Bolland – Active
CEO/COO/Chairman, Human Resources, Financial Oversight/Accounting, International
Business, Sales, Marketing/Branding, Operations and Government
Relations
G. Boswell – Previous Board
Experience, Active CEO/COO/Chairman, Human Resources, Financial
Oversight/Accounting, International Business, Sales, Marketing/Branding,
Operations, Governance and Technology
T. Bouchard - Previous Board
Experience, Human Resources, Financial Oversight/Accounting, International
Business, Sales, Marketing/Branding, Operations, Governance, Government
Relations and Technology
C. Dominguez - Human
Resources, International Business, Operations, Governance and Government
Relations
J. Greenberg - Previous Board
Experience, Active CEO/COO/Chairman, Ex-CEO, Human Resources, Financial
Oversight/Accounting, International Business, Marketing/Branding, Operations,
Governance, Government Relations and Technology
T. Hueneke - Human Resources,
Financial Oversight/Accounting, International Business, Sales,
Marketing/Branding and Operations
R. Mendoza - Previous Board
Experience, Human Resources, Financial Oversight/Accounting, International
Business, Sales and Operations, Governance
U. Payne - Previous Board
Experience, Active CEO/COO/Chairman, Ex-CEO, Human Resources, Financial
Oversight/Accounting, International Business, Sales, Marketing/Branding,
Operations, Governance and Government Relations
J. Walter - Previous Board
Experience, Active CEO/COO/Chairman, Ex-CEO, Human Resources, Financial
Oversight/Accounting, International Business, Sales, Marketing/Branding,
Operations, Governance and Government Relations, Technology
E. Zore - Previous Board
Experience, Active CEO/COO/Chairman, Human Resources, Financial
Oversight/Accounting, Sales, Marketing/Branding, Operations, Governance,
Government Relations and Technology
Mr.
Joerres has experience in many of these areas as well, however his position on
the board is due to his position as CEO of the Company, as the board of
directors has determined the CEO should also be a director. For more
information on how each of the board of directors meets these objectives, see
their occupations and directorships disclosed previously.
AUDIT
COMMITTEE
The audit
committee consists of Mr. Zore (Chairman), Ms. Boswell,
Mr. Hueneke, Mr. Payne and Mr. Mendoza. Mr. Mendoza was
appointed to the audit committee on April 28, 2009. Each member of
the audit committee is “independent” within the meaning of the applicable
listing standards of the New York Stock Exchange. The board of directors has
determined that Mr. Zore is an “audit committee financial expert” and
“independent” as defined under the applicable rules of the Securities and
Exchange Commission.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a)
of the Securities Exchange Act of 1934 requires our directors and officers to
file reports with the Securities and Exchange Commission disclosing their
ownership, and changes in their ownership, of our common stock. Copies of these
reports must also be furnished to us. Based solely on a review of these copies,
we believe that during 2009 all filing requirements were met.
NOMINATION
PROCEDURES
CODE
OF BUSINESS CONDUCT
We have adopted a Code of Business
Conduct and Ethics that applies to our directors, officers and employees,
including our principal executive officer, principal financial officer,
principal accounting officer and controller. We have posted the Code on our
Internet website at www.manpower.com.
|
Item 11.
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Executive
Compensation
|
Compensation
Discussion and Analysis
Background
This
compensation discussion and analysis provides information about Manpower’s
compensation policies and decisions regarding the company’s CEO, CFO and the
five executive officers who are the leaders of the company’s business operating
units. In the discussion below, we refer to this group of executives as the
named executive officers (“NEOs”). This group includes the executive officers
for whom disclosure is required under the rules of the Securities and Exchange
Commission.
The
executive compensation and human resources committee of the board of directors
oversees the design and administration of Manpower’s compensation programs for
executive officers and certain other officers who, together with the Company’s
executive officers, comprise Manpower’s executive management team. A discussion
of the committee’s structure, roles and responsibilities and related matters can
be found under the heading “Meetings and Committees of the Board.”
Manpower
is a large global company with significant operations around the world.
Approximately 87 percent of Manpower’s revenues come from outside the United
States. The company does business in 82 countries, has nearly 4,000 offices and
about 28,000 staff employees globally, and placed around 3 million people in
jobs in 2009. Accordingly, Manpower needs executive talent with the competencies
and skills necessary to operate successfully in a variety of environments and
across countries and cultures. The company believes that its ability to attract
and retain executives who have these competencies and skills leads to the
creation of long-term shareholder value.
Executive
Summary
In making
decisions regarding compensation elements, program features and compensation
award levels, Manpower is guided by a series of principles, listed below. Within
the framework of these principles, Manpower considers the competitive market,
corporate, business unit and individual results, and various individual factors.
Although certain elements of compensation are tied to objective, predetermined
goals, compensation decisions are not strictly formulaic but reflect subjective
judgments as well.
Manpower’s
executive compensation guiding principles are to:
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▪
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pay
for results,
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▪
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not
pay for failure,
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|
▪
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align
compensation with shareholder
interests,
|
|
▪
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pay
competitively,
|
|
▪
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balance
cash and equity,
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|
▪
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use
internal and external performance reference
points,
|
|
▪
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recognize
the global and cyclical nature of our
business,
|
|
▪
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retain
executives,
|
|
▪
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assure
total compensation is affordable,
and
|
|
▪
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clearly
communicate plans so that they are
understood.
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As
indicated, pay for results is a key element of Manpower’s compensation program.
The impact of this approach is evident from the compensation results over the
last two years. As a result of Manpower’s depressed financial results for 2008
and 2009 following the severe global economic downturn, none of the NEOs earned
the part of his or her incentive award based on the achievement of financial
objectives for either 2008 or 2009, accounting for 75% of the bonus, subject to
two limited exceptions. A similar decline in compensation occurred with respect
to the performance share units granted to NEOs in 2007 as a component of
Manpower’s long-term incentive program for them. As explained further below, the
payout under these performance share units was based on achievement of average
operating profit margin over a three-year period. To offer some
perspective, the target grant date value of the performance share units granted
in 2007 to the senior executives who received the awards and are still employed
by the Company was about $7,700,000, none of which was actually received because
of the Company’s financial results during the economic downturn. The CEO alone
experienced a loss of almost $4,500,000 in targeted value of compensation as a
result of not receiving an annual incentive based on financial metrics for 2009
or any benefit from the 2007 grants of performance share units.
Compensation
Elements
Manpower’s
guiding principles for the compensation of the Company’s executive management
team are implemented using various elements. The range of elements used is
intended to provide a compensation and benefits package that addresses the
competitive market for executive talent with the broad competencies and skills
described earlier, creates a strong incentive to maximize shareholder value,
produces outcomes that increase and decrease commensurate with Manpower’s
results, and is aligned with Manpower’s business strategies.
The
following are the main elements used by Manpower in its compensation
program:
|
▪
|
Base
salary
|
|
▪
|
Annual
incentive award paid in cash for achieving pre-determined objective and
subjective goals
|
|
▪
|
Long-term
incentive awards
|
|
–
|
Stock
options,
|
|
–
|
Performance
share units, which give the holder the right to receive a certain number
shares of stock at the end of a multi-year period (normally three years,
but two years for performance share units granted in 2010 as described
below) based on achievement of a pre-established performance metric,
and
|
|
–
|
Restricted
stock or restricted stock units, which give the holder the right to
receive shares of stock at the end of a specified vesting
period.
|
Other
elements include:
|
▪
|
Retirement
and deferred compensation (taking into account that Manpower does not have
an active company-sponsored pension
plan)
|
|
|
–
|
Career
shares in very few select circumstances, which in contrast to restricted
stock or restricted stock units generally vest completely on a single date
several years into the future, and
|
|
|
–
|
Nonqualified
savings plan with a defined contribution
benefit.
|
|
▪
|
Other
benefits
|
|
|
–
|
Financial
planning reimbursement and broad-based automobile
benefits,
|
|
|
–
|
Selected
benefits for expatriate executives,
|
|
|
–
|
Participation
in broad-based employee benefit plans,
and
|
|
|
–
|
Other
benefits required by local law or driven by local market
practice.
|
Positioning
compensation against the market. The Company’s practice is to
manage compensation generally to the median of compensation paid in the
competitive market for target results and to provide maximum remuneration
opportunities that approximate the 75th percentile of the competitive market for
outstanding results. For 2009, however, little attention was given to
the outstanding level opportunities because performance at even the target level
was virtually unobtainable due to the depressed economic
conditions. The Company’s approach to market positioning is not
strictly formulaic; some compensation levels or award opportunities may be above
or below these reference points. This approach is embodied in the design of the
annual incentive plan and the program of equity-based awards, as described
below. In setting each component of compensation, the Company takes into
consideration the allocation of awards in the competitive market between current
cash compensation and non-cash compensation including stock options, performance
share units and restricted stock or restricted stock units (i.e., long-term
compensation).
Determining the
competitive market. In determining the competitive market,
Manpower employs three main sources: (1) an index of companies developed by
Mercer for its compensation research, (2) an industry-specific peer group, and
(3) position-specific published surveys.
Manpower’s
size and global reach relative to other companies in its industry make it
difficult to find relevant comparative data on performance and compensation.
Because the size and scope of their operations are smaller, the public companies
in the industry are not comparable to Manpower.
This
industry-specific peer group is as follows (which is now smaller, by two
companies, than the group used in connection with the 2008 compensation
decisions because of acquisitions):
|
Administaff,
Inc.
|
Robert
Half International Inc.
|
|
CDI
Corp.
|
Spherion
Corporation (recently changed name to SFN Group)
|
|
Kelly
Services, Inc.
|
TrueBlue,
Inc. (f/k/a Labor Ready, Inc.)
|
|
Kforce
Inc.
|
Volt
Information Sciences, Inc.
|
|
MPS
Group, Inc. (recently acquired by Adecco Group)
|
Manpower
considers the compensation practices of these staffing
industry competitors in formulating the compensation packages for the
NEOs. However, the committee believes that the executive positions at
these companies are not comparable in scope and complexity to the NEO positions
at Manpower. For this reason, the committee does not believe that the
compensation levels
paid to executives at these companies provide a fair indicator of the
competitive market for Manpower’s NEOs.
In past
years, Manpower’s solution has been to look at a broad market peer group based
on factors that characterize Manpower’s profile: revenue, global reach,
cyclicality, complexity and low operating margins. However, for
purposes of the compensation decisions for 2009, the company substituted for
this broad market peer group an approach based on a Mercer core research group
of companies for developing comparative data. Mercer recommended
using this core research group because it was more similar in size to Manpower
based on revenues than the broad market peer group and to avoid the need to
modify the broad market peer group as changes occurred among specific peer group
companies.
This
research group has 150 companies with industry representation that mirrors the
Fortune 1000. Adapting the index for Manpower, companies with more
than $40 billion in revenues and less than $10 billion in revenues were filtered
out resulting in a broad market index of approximately 130 companies and a
median revenue of $20 billion. Manpower believes that using this index provides
a robust basis for assessing the competitive range of compensation for senior
executives of companies of Manpower’s size and complexity and represents a
better approach for this assessment than an approach based on the broad market
peer group previously used. A list of the companies that made up this
core research group in 2009 is attached as Appendix B.
In
addition to the above peer group data, Manpower considers data from compensation
surveys published by Mercer and other third-party data providers that are
recommended by Mercer as appropriate and credible sources of compensation data
for each NEO’s position. For the CEO and CFO, their positions were
typically compared to companies with revenues between $10 billion and $40
billion. For the executives who are the leaders of Manpower’s
business operating units, their positions are compared with U.S. compensation
survey data of similar sized groups and divisions. For executive
positions located outside of the U.S., Manpower also takes into account
international (regional and local) compensation survey data as a secondary
source in an effort to set compensation that is not only equitable among the
members of a global team but also competitive within the global markets where
Manpower competes for talent. However, this international data is not
included in the composite percentages shown below for these
positions.
The following table illustrates how the
total opportunity at target performance for total direct compensation for the
CEO and CFO for 2009 compared to the median compensation of executives in
similar positions taken from the core research group and from the U.S. survey
detail considered.
|
% In Relation to Median of Competitive
Market
|
||||||||||||
|
NEO
|
Core Research Group
|
Survey
|
Composite
|
|||||||||
|
CEO
|
85 | % | 92 | % | 88 | % | ||||||
|
CFO
|
107 | % | 128 | % | 116 | % | ||||||
For the other
NEOs, the following table illustrates how the total opportunity at target
performance for total direct compensation for 2009 compared to the median
compensation of executives in similar position taken from the composite of the
core research group and U.S. survey data considered.
|
% In Relation to Median of Competitive
Market
|
||||
|
NEO
|
Core Research Group/U.S. Survey Data
Composite
|
|||
|
Barbara
J. Beck
|
97 | % | ||
|
Françoise
Gri(1)
|
115 | % | ||
|
Darryl
Green(1)
|
119 | % | ||
|
Jonas
Prising
|
99 | % | ||
|
Owen
J. Sullivan
|
114 | % | ||
|
(1)
|
International
survey data is also used for these NEOs as a secondary source but not
included in the compensation composite. U.S. market data is
considered the primary source. This approach takes into
consideration the job’s replacement value and that the market for talent
for these executives is primarily global, with a secondary consideration
given to local cost of labor.
|
As
mentioned before, Manpower’s approach to market positioning is not strictly
formulaic and compensation levels fall above or below the median. For
the CEO, the committee determined that although his compensation was below the
median, the range of the CEO compensation market data is very narrow (for
example, there is only a $300,000 difference between the median and 75th
percentile for his salary), and therefore, his compensation was within a
suitable range of the median. For the CFO, the committee determined
that his long tenure with the Company, coupled with his significant financial
role and broader management role were reasons for which his target compensation
was set above the median compensation for the competitive market. In
addition, the committee determined that the targeted 2009 compensation for Mr.
Green and Ms. Gri should be slightly above the median of the competitive market
due to currency exchange rate conversions. Finally, with respect to
Mr. Sullivan, the committee determined that the competitive market information
should be adjusted to take into account Mr. Sullivan’s dual role in managing two
companies (Right Management and Jefferson Wells) and, accordingly, his
compensation was set above the median.
In 2009,
Manpower received critical comments from three shareholder advisory firms,
RiskMetrics Group, Glass Lewis & Co. and Proxy Governance, Inc.,
concerning the compensation of the CEO and other NEOs compared to company
financial performance. As indicated above, paying for results is a key element
of the Manpower’s compensation program and, as such, the unfavorable comments
were both a surprise and a concern to the company. Based on subsequent telephone
conversations between representatives of Manpower and Mercer with
representatives of certain of these firms, the firms acknowledged the validity
of our reasons for compensating the CEO and other NEOs as we
did. Manpower believes that a large part of the problem stems from
the comparator group being used by these firms to perform the analysis comparing
compensation to company performance. Manpower understands that one approach is
to select the comparator group based on GICS codes and size as measured by
revenues. Another firm uses four peer groups, which are not
disclosed, except that two are based on the industry and sub-industry sectors
using GICS codes, one is based on size (using enterprise value), and one is
based on zip codes. Unfortunately, most of Manpower’s GICS code peers are much
smaller from a revenue standpoint and do not have Manpower’s global reach. This
fact calls into question the validity of the performance and compensation
comparisons based on this approach to identifying an appropriate peer group.
Likewise, Manpower believes that using a peer group based on enterprise value or
zip codes distorts the comparison.
Assessing
individual factors. An individual NEO’s total compensation or
any element of compensation may be adjusted upwards or downwards relative to the
competitive market based on a subjective consideration of the NEO’s experience,
potential, tenure and results (individual and relevant organizational results),
internal equity (which means that comparably positioned executives within
Manpower should have comparable award opportunities), the NEO’s historical
compensation, and any retention concerns. The committee uses a historical
compensation report to review the compensation and benefits provided to each NEO
in connection with its compensation decisions concerning that NEO.
Pay for results:
annual objective financial goals and operating objectives. All of the
NEOs participate in the corporate senior management annual incentive plan, under
which the annual incentive component of their compensation arrangements is
provided. Consistent with Manpower’s pay for results philosophy, this plan
provides for annual incentive compensation awards that are tied to Manpower’s
financial results. Specifically, the plan provides for a variety of financial
metrics that are used in the determination of the amount of any annual
incentives earned by the NEOs. The incentive amounts are based on achievement of
pre-established goals using these metrics. The metrics include diluted earnings
per share (“EPS”) and economic profit (net operating profit after taxes less a
capital charge, referred to as “EP”) as well as other metrics as described
below.
In
addition, a portion of each NEO’s annual incentive award is based on
achievement, as approved by the committee, of operating objectives for the NEO
for the year. These objectives are typically tied to broad strategic or
operational initiatives.
For each
NEO, an award opportunity is assigned for achievement of each objective
financial goal applicable to the NEO and for achievement of the NEO’s operating
objectives, including the weighting of each such opportunity toward a total
award opportunity for the NEO. The annual incentive is calculated based on
actual results compared to the goals for results set forth for each
measure.
Each goal
has a performance range built around it with a commensurate increase or decrease
in the associated award opportunity as outcomes vary upwards or downwards. The
range of goals for results and associated award opportunities under the program
are expressed as “threshold,” “target” and “outstanding.” If results are below
threshold, no annual incentive is paid. If results exceed outstanding, the
annual incentive is capped at the outstanding award opportunity. A cap reduces
the likelihood of windfalls, makes the maximum cost of the plan predictable, and
helps ensure the plan is affordable.
The
financial metric of EPS is used in the determination of annual incentive awards
under the plan for all of the NEOs, as described below. The financial metric of
EP is used in addition to EPS in the determination of annual incentive awards
for the CEO and CFO. The Company fixes the target outcome for each of these
metrics at a number that reflects an annual growth target. This target is
generally based on the Company’s targeted long-term growth rate for EPS, but may
be adjusted year-by-year based on economic conditions and the Company’s expected
financial performance for the year. The target growth rate is then adjusted, to
set the threshold growth rate, for a level of performance that is below target
performance but still appropriate for some award to be earned, and, to set the
outstanding growth rate, to establish a level of performance at which it is
appropriate for the maximum incentive to be earned. So the comparisons are valid
between the two years, the growth rates are based on growth over results of the
previous year excluding non-recurring items, rather than actual growth. The EP
target amount is then determined based on the earnings growth reflected by the
EPS target and consideration of factors relating to the Company’s cost of
capital. The other financial metrics under the plan used in the determination of
annual incentives earned by the NEOs other than the CEO and the CFO, which are
described below, are determined in a similar way, taking into consideration the
economic conditions and expected financial performance of each individual
region, as well as the overall EPS and EP targets. To be clear, these targets
are not based on the Company’s financial plan for the year, but instead are
determined based on the separate methodology described above. As a result,
target performance for purposes of entitlement to an incentive award will not be
the same as performance at plan, which may be higher or lower than target
performance generally depending on economic conditions and trends at the
time.
Long-term equity
incentive awards. Equity-based awards are used to focus NEOs
on long-term results and, together with deferred vesting of the right to receive
the award, as a retention incentive. The types of awards used by the committee
primarily have included stock options (generally vesting over a four-year
period) and performance share units (generally vesting at the end of a
three-year period) that are earned based on achievement of pre-established goals
for average operating profit margin over a three-year period. The determination
of these goals for the performance share units is based on the same methodology
described above under which long-term growth targets are used to determine the
goals. The Company believes that stock option grants provide an important
overall long-term incentive to NEOs to maximize the value of Manpower’s stock.
The Company uses performance share units to provide a more targeted
incentive, specifically using operating profit margin. The Company
believes that emphasizing operating profit margin in particular, among other
possible metrics, captures a key incentive to promote shareholder
value.
Process for
compensation determinations. Compensation determinations for
the CEO and the CFO are made by the committee, subject to ratification by the
board of directors. These include determinations regarding the establishment and
achievement of the annual financial goals and operating objectives for the
annual incentives described above, any salary adjustments, and any equity-based
compensation awards. For the other NEOs, compensation determinations regarding
the establishment and achievement of the goals and objectives for the annual
incentive plan generally have been recommended by the CEO, with the final
determinations made by the committee. Salary determinations and equity-based
awards for the other NEOs are also made by the committee based on the
recommendations of the CEO.
CEO
and CFO determinations:
The
annual financial goals for the CEO and the CFO are based on the Company’s EPS
and EP for the year. The process for setting these goals for the CEO and CFO
begins with the collaboration between the CFO and Mercer. Mercer reviews the
outcome of this collaboration with the chairman of the committee and the
chairman makes a preliminary decision about the goals. The proposed goals
applicable to the CEO and the CFO are then reviewed by the full committee. In
connection with its review, the committee considers financial information
providing historical and projected earnings growth, the prior year financial
results, and the Company’s expected financial performance for the current year,
and consults with management, including financial personnel, and Mercer. Based
on this process, the committee ultimately determines the goals and the range of
award opportunities for achievement of the goals, including the weighting of
each goal, for the CEO and the CFO, subject to ratification by the board of
directors.
The
process for setting the annual operating objectives for the CEO and CFO begins
with the CEO, who recommends to the committee at the beginning of each year, the
objectives for both himself and the CFO for the year. The committee then reviews
these operating objectives in the context of Manpower’s strategic and financial
plans, and subject to any further adjustments, approves them.
After the
close of each year, a determination is made regarding the achievement by the CEO
and CFO of their goals and objectives for the year. The committee reviews and
approves a determination of the amount of the annual incentive award based on
achievement of the objective financial goals established by the committee for
each at the beginning of the year. The committee also reviews the CEO and CFO’s
performance and the achievement of the operating objectives for the year. Based
on this review, the committee makes a determination as to the amount of any
award for the year tied to achievement of these objectives for the CEO and CFO,
subject to ratification by the board of directors.
Equity
awards to the CEO and CFO, including applicable vesting schedules, are
determined by the committee and usually approved by the committee at its
regularly scheduled meeting in February of each year. The grant date of such
awards is the date the committee approves the grant. The exercise price of any
options granted is the closing price on the date of grant. The board of
directors must approve any grants to the CEO and the CFO.
As part
of the decision-making process on compensation matters affecting the CEO, the
committee meets in executive session without the CEO or other management
present. Likewise, when considering ratification of compensation matters for the
CEO, the board of directors meets in executive session.
Determinations
for NEOs other than the CEO and CFO:
The
process for setting the annual financial goals for the other NEOs begins with
the selection of the objective financial metrics to be used for a particular NEO
and the establishment by the CEO and the CFO of proposed goals for the NEOs
based on the selected metrics. The EPS metric is used for each NEO and the EPS
goals are the same as those used for the CEO and the CFO. The CEO and the CFO
determine the proposed goals and award opportunities for the NEO’s other
objective financial metrics. The committee then reviews the recommended
financial goals and makes any adjustments it deems appropriate, and then
approves the financial goals and the range of award opportunities for
achievement of the goals, including the weighting of each goal.
The
operating objectives for the other NEOs are established by the CEO at the
beginning of each year.
After the
close of each year, the committee reviews and approves a determination of the
amount of the annual incentive to each NEO for achievement of the NEO’s
objective financial goals. The CEO also makes a determination as to the amount
of any annual award based on achievement of the operating objectives for each
NEO and presents a recommended award for each NEO to the committee for its
review and approval.
Equity
awards to NEOs, including applicable vesting schedules, are determined by the
committee and usually approved by the committee at its regularly scheduled
meeting in February of each year. The CEO recommends to the committee the
individual grants for all NEOs other than himself. The committee reviews the
recommendations, makes any adjustments it deems appropriate, and makes the
grants. The committee may make grants to NEOs at other times during the year, as
it deems appropriate. The grant date of such awards is the date the committee
approves the grant, except the grant date for a new hire ordinarily is the date
of hire if such hire date is after the date of committee approval. The exercise
price of any options granted is the closing price on the date of
grant.
Components
of the 2009 Executive Compensation Program
The main
elements of the compensation program for 2009 for the Company’s NEOs, were a
base salary, an annual incentive award that varies in amount depending on the
level of achievement of pre-determined goals established for the executive, a
stock option grant, and a grant of restricted stock units. These
elements are discussed below.
Base
salary. Generally, base salaries for NEOs are set near the median of base
salaries paid in the relevant competitive market for the particular position,
subject to adjustment in each case-based on individual factors as described
above. As a result of the competitive market and the complexity of the role, his
level of responsibility, and his overall impact on Manpower, the CEO’s base
salary is materially larger than the next highest paid NEO. There
were no increases to base salaries for the NEO’s in 2009. Also, the CEO, the
CFO, and other NEOs participated in a voluntary unpaid leave program that was
implemented by the Company during the year as a cost-saving measure during the
economic downturn, which reduced their base compensation by approximately 2 to
4%.
Base
salary levels affect the value of other compensation and benefit elements.
Specifically, because the annual incentive is awarded as a percentage of base
salary, a higher base salary will result in a higher annual incentive, assuming
the same level of achievement against goals. The value of the long-term
incentive awards is not determined as a multiple of base
salary. Instead, such awards are determined based on competitive
market data, individual performance, and other factors (see
below). Therefore, an increase in base salary does not result in an
increase in long-term incentive award levels. Finally, the level of severance
benefit each NEO may receive is increased if his or her base salary is
increased.
Annual incentives
for 2009 — CEO and
CFO. As explained above, EPS and EP are the financial metrics under the
corporate senior management annual incentive plan that have been used, and which
were used again for 2009, for the annual incentive component of the compensation
arrangements for the CEO and the CFO.
The
Company believes that using EPS as a performance goal keeps the CEO and the CFO
focused on producing financial results that align with the interests of
shareholders. In this regard, Manpower is in a cyclical business, which is
influenced by economic and labor market cycles that are outside of Manpower’s
control, and it is important that the senior executives manage short-term
results closely to be able to adjust strategy and execution in quick response to
external cycle changes. The Company uses EP as a performance goal for the CEO
and CFO to provide an incentive for them to manage the business to produce
returns in excess of the Company’s cost of capital.
As
explained above, Manpower uses a methodology in setting the goal for target
performance under the annual plan that is based on the Company’s targeted
long-term growth rate. Accordingly, despite the depressed economic conditions,
EPS and EP were set based upon an EPS growth target of 12%. Corresponding to
this growth rate, the growth target for outstanding performance level was set at
25% based on an assessment ultimately made by the committee of what an
appropriate growth-rate target would be for outstanding performance. However,
because it was very unlikely that even target performance was attainable, the
committee determined to set the threshold target at a growth rate of -79.0%, in
order to make a limited award possible at the threshold level.
The
following table shows the EPS and EP goals established by the committee for
2009:
|
Goal
|
Threshold
|
Target
|
Outstanding
|
|||||||||
|
EPS
|
$ | 1.00 | $ | 5.32 | $ | 5.94 | ||||||
|
EP
|
$ | (195.0 | )MM | $ | 135 | MM | $ | 175 | MM | |||
As
explained above, the operating objectives are tied to specific business
strategic goals. For 2009, the CEO and CFO had three operating objectives:
(1) develop a stronger platform for Manpower’s professional brand;
(2) achieve meaningful growth in our strategic clients around the world;
and (3) effectively manage the balance of investment and expense reduction.
These particular objectives were established by the committee based on the
recommendation of the CEO and the committee’s judgment that they were
appropriate in the context of the strategic and financial plan of
Manpower.
The CEO
and CFO total annual incentive award opportunity for 2009 was weighted 37.5% to
EPS, 37.5% to EP and 25% to the operating objectives. This is a change from
2008, where the weighting was 40% to EPS, 40% to EP and 20% to the operating
objectives. The reason for the change was to increase the amount of the overall
incentive opportunity tied to operating objectives in an effort to increase
focus on those specific goals in the economic environment existing during 2009.
For 2010, the weighting of the total annual incentive award opportunity is again
weighted 40% to EPS, 40% to EP and 20% to the operating
objectives. In establishing this weighting, committee members made
the judgment that under the current circumstances, there was no strong reason to
deviate from the 20% weighting of the operating objectives component that has
been the normal practice. Between the two objective financial metrics
of EPS and EP, the Company believes that both are equally important so both are
equally weighted. In addition, the committee set the award opportunities for the
CEO and the CFO for 2009 as follows: for the CEO, the incentive award payable
for target performance was 150% of base salary, for outstanding performance was
300% of base salary, and for threshold performance was 37.5% of base salary, and
for the CFO, the incentive award payable for target performance was 100% of base
salary, for outstanding performance was 200% of base salary, and for threshold
performance was 25% of base salary.
Accordingly,
the annual incentive payable to the CEO as a percentage of 2009 base salary for
achieving threshold, target or outstanding results for each measure was as
follows:
|
Threshold
|
Target
|
Outstanding
|
||||||||||
|
EPS
goal
|
14.0625 | % | 56.25 | % | 112.5 | % | ||||||
|
EP
goal
|
14.0625 | % | 56.25 | % | 112.5 | % | ||||||
|
Operating
Objectives
|
9.3750 | % | 37.50 | % | 75.0 | % | ||||||
|
Total
|
37.5 | % | 150 | % | 300 | % | ||||||
For the CFO,
the annual incentive payable as a percentage of base salary at threshold, target
or outstanding results for each measure was as follows:
|
Threshold
|
Target
|
Outstanding
|
||||||||||
|
EPS
goal
|
9.375 | % | 37.5 | % | 75 | % | ||||||
|
EP
goal
|
9.375 | % | 37.5 | % | 75 | % | ||||||
|
Operating
Objectives
|
6.25 | % | 25 | % | 50 | % | ||||||
|
Total
|
25 | % | 100 | % | 200 | % | ||||||
The
committee considers the competitive market in designing its incentive award
levels in the manner described above. The committee also took into account the
committee’s objective of emphasizing results-based pay rather than fixed salary
in the Manpower compensation program. The CEO’s award opportunities are higher
than the opportunities for the CFO and other NEOs. In setting the CEO’s
compensation, the committee also took into account his broad role with final
accountability for Manpower’s global results.
The
determination of the extent to which the operating objectives have been achieved
is based on the committee’s subjective judgment regarding achievement and, where
applicable, on achievement of quantitative measures associated with an operating
objective. While the CEO provides the committee with his assessment of the
achievement of the operating objectives for the CEO and the CFO, the committee
makes its own assessment of the extent to which each operating objective was
achieved.
The
results for 2009 for the CEO and the CFO were as follows. Because actual results
for the year were below the threshold level performance goals for both EPS and
EP, no awards were earned for those financial objectives. The CEO and the CFO
did receive incentive awards for the year for achievement of the operating
objectives between the threshold and target levels. The committee
approved these awards based on the subjective judgment of committee members that
the operational objectives had been achieved at that level for the year. These
awards are shown in the Summary Compensation Table and are described in detail
in the narrative following the Grants of Plan-Based Awards Table
below.
For 2010,
EPS and EP have again been selected for the CEO and the CFO as the financial
metrics for the annual incentive component of their compensation arrangements
under the corporate senior management annual incentive plan. The reasons for
using these particular metrics, which again are equally weighted, are as
explained previously. In setting the EPS and EP performance goals for the year,
the same methodology based on Manpower’s targeted long-term growth rate,
adjusted based on then current economic conditions, was used. As mentioned
earlier, returning to the approach followed in 2008, the total annual incentive
award opportunity for 2010 was weighted 40% to EPS , 40% to EP and 20% to the
operating objectives.
Annual incentive
awards for 2009 – other NEOs. The performance metrics used under the
corporate senior management annual incentive plan for the other NEOs for 2009
were EPS and Adjusted Operating Unit Profit (AOUP), which is defined as
operating unit profit less a capital charge for outstanding accounts receivable.
As stated above with respect to the CEO and the CFO, using EPS as a performance
goal is believed to keep the NEOs focused on producing financial results that
align with the interests of shareholders. On the other hand, Adjusted Operating
Unit Profit was selected as the other metric for NEOs under the annual plan to
encourage the other NEOs to increase profitability in their respective business
units.
The AOUP
goals for the NEOs for 2009 were as follows (in 000’s of USD):
|
Threshold
|
Target
|
Outstanding
|
|||||||||||
|
Barbara J. Beck
|
–
AOUP of EMEA
|
$ | 70,000 | $ | 200,000 | $ | 235,000 | ||||||
|
Françoise Gri
|
–
AOUP of France
|
$ | 40,000 | $ | 130,000 | $ | 150,000 | ||||||
|
Darryl Green
|
–
AOUP of Asia Pacific region and the Middle East
|
$ | (10,000 | ) | $ | 10,000 | $ | 20,000 | |||||
|
Jonas Prising
|
–
AOUP of the Americas
|
$ | (25,000 | ) | $ | 8,000 | $ | 25,000 | |||||
|
Owen J. Sullivan
|
–
AOUP of Jefferson Wells
|
$ | (15,000 | ) | $ | 5,000 | $ | 20,000 | |||||
|
–
AOUP of Right Management
|
$ | 35,000 | $ | 41,000 | $ | 50,000 | |||||||
The
target level for each goal was determined based on the same methodology as is
described above, under which the goal for target performance reflects the
company’s long-term growth targets, with the outstanding level based on an
assessment of what would constitute an appropriate outstanding growth target,
and with the threshold adjusted downward to reflect the challenge of achieving
target performance in the economic conditions then prevailing.
The
S&A/Gross Profit and Gross Profit Growth metrics that have been used in
previous years were not used for 2009. The CEO recommended, and the committee
approved, this approach on the basis that, in the depressed and volatile
economic environment then existing, goals based on these metrics did not offer
effective incentives.
The operating
objectives for the other NEOs for 2009 are summarized as follows:
|
Barbara J. Beck
|
–
|
Implement
measures to enhance performance in EMEA, implement a new company global
initiative in EMEA and grow business with our strategic
clients.
|
|
Françoise
Gri
|
–
|
Implement
measures to enhance performance in France, achieve certain goals in a
company global initiative, grow business with our strategic clients and
achieve certain back office objectives.
|
|
Darryl
Green
|
–
|
Implement
measures to maintain and grow profitability in the Asia Pacific Region,
specifically address issues that have been limiting progress in certain
parts of the region and achieve certain goals in a company global
initiative.
|
|
Jonas
Prising
|
–
|
Achieve
certain goals relating to talent development and diversity, improve
candidate attraction in the Americas Region, grow the Company’s
professional business in the region, and balance cost management with
strategic goals.
|
|
Owen J. Sullivan
|
–
|
Grow
business with our strategic clients, ensure the successful rollout of a
company initiative and achieve certain objectives relating to the
Company’s global sales efforts and talent
development.
|
These
particular objectives were selected by the CEO based on his judgment that they
promoted the strategic plan of Manpower on a company-wide basis and relative to
each NEO’s business unit.
The
annual incentive payable to the NEOs as a percentage of 2009 base salary for
achieving threshold, target or outstanding results for each measure of results
were as follows:
Barbara
J. Beck, Françoise Gri, Darryl Green and Jonas Prising
|
Annual
Incentive Payment as a Percentage of
2009 Base Salary
|
||||||||||||
|
Threshold
|
Target
|
Outstanding
|
||||||||||
|
AOUP
Goal
|
13.75 | % | 41.25 | % | 82.5 | % | ||||||
|
EPS
Goal
|
5.0 | % | 15.0 | % | 30.0 | % | ||||||
|
Operating
Objectives
|
6.25 | % | 18.75 | % | 37.5 | % | ||||||
|
Total
|
25.0 | % | 75.0 | % | 150.0 | % | ||||||
Owen
J. Sullivan
|
Annual
Incentive Payment as a Percentage of
2009 Base Salary
|
||||||||||||
|
Threshold
|
Target
|
Outstanding
|
||||||||||
|
AOUP
Goal (for Jefferson Wells and Right Management allocated 50%
each)
|
12.5 | % | 37.5 | % | 75.0 | % | ||||||
|
EPS
Goal
|
5.0 | % | 15.0 | % | 30.0 | % | ||||||
|
Operating
Objectives
|
7.5 | % | 22.5 | % | 45.0 | % | ||||||
|
Total
|
25.0 | % | 75.0 | % | 150.0 | % | ||||||
The
committee considers the competitive market in designing its incentive award
levels in the manner described above. In addition, the committee attempts to
offer similar levels of annual incentive opportunities (as a percentage of
salary) to NEOs with similar levels of responsibility at the
company.
None of
the other NEOs earned an incentive award for 2009 based on achievement of the
financial goals and award opportunities applicable to the NEO except for
Mr. Sullivan, who earned the maximum award with respect to the AOUP goal
for Right Management, and Mr. Green, who earned between the threshold and target
award with respect to the AOUP goal for Asia Pacific. The committee, based upon
the recommendation of the CEO, did approve incentive awards to each of the NEOs
that were determined to be appropriate based on the achievement of each NEO’s
operational objectives for the year. The total incentive awards are shown in the
Summary Compensation Table below and are described in detail in the narrative
following the Grants of Plan-Based Awards Table below.
Long-term
incentive awards for all NEOs for 2009.
The
committee awarded stock options and restricted stock units to the NEOs in 2009.
The restricted stock units vest ratably over three years beginning in 2010 and
are earned as long as the NEO continues to be employed by the Company. Although,
as discussed above, the Company normally uses performance share units as a
component of the long-term incentive, performance share units were not used for
2009. The reason was based on the belief that the depressed economic conditions
then prevailing, significantly diminished the usefulness of the award as an
effective incentive as it was difficult to forecast the direction and strength
of the economy and future demand for our services with any reasonable certainty
due to our industry’s sensitivity to economic factors. The use of stock options
and service-vested restricted stock units were judged to provide a better
long-term incentive with the appropriate balance of risk and
opportunity.
The
number of restricted stock units and options granted to each NEO are shown in
the Grants of Plan-Based Awards table below. In making decisions about the stock
options and restricted stock units to grant the NEOs, the committee takes into
account the competitive market data, individual and corporate/business unit
performance. Using these factors, a target value for incentive equity grants is
determined for each NEO. The allocation between the two forms of incentive for
2009 was determined based on the committee’s judgment that each should be
awarded approximately equal weight to obtain the appropriate incentive mix,
although putting slightly more emphasis on the overall incentive provided by
stock options.
For 2010,
the Company has again determined to include performance share units as a
component of long-term compensation, but restructured in design to reflect the
current circumstances. The performance share units granted for 2010 vest after
two years of service and are earned based on achievement of a pre-established
goal for improvement of operating profit margin for the first year and
maintaining the operating profit margin at or above the threshold level in the
second year. This approach is intended to put a heavy emphasis on the
incentive for near-term improvement in profit margins, reflecting the Company’s
objectives as the economic recovery progresses, coupled with a retention
incentive. The vesting percentage for threshold and outstanding
performance has also been increased for 2010, to 50% from 25% at the threshold
level and 200% from 175% at the outstanding level. In making this
change, the committee determined this was the appropriate level of earnings when
considering all elements of compensation for the NEOs.
Retirement
and Deferred Compensation Benefits
Career
shares. Taking into consideration the lack of any active
company-sponsored pension plan at Manpower for the NEOs, the committee
selectively uses restricted stock that vests completely on a single date several
years into the future to provide a deferred compensation benefit as well as a
retention incentive. The committee considers each year whether to make any such
grants, to whom to make such grants and the size of such grants. The committee
makes these determinations by taking into account what is most appropriate for
an NEO in view of the retention incentive provided by the award and the
perceived need to supplement the NEO’s deferred compensation benefits. In 2009,
career shares were granted to Ms. Beck, Ms. Gri, Mr. Green and Mr. Prising and
vest in 2013. No career shares were granted in 2010.
Nonqualified
deferred compensation plan. Manpower
maintains tax-qualified 401(k) plans for its U.S. employees. For compliance
reasons, once an executive is deemed to be “highly compensated” within the
meaning of Section 414(q) of the Internal Revenue Code, the executive is no
longer eligible to participate in Manpower’s 401(k) plans. Manpower maintains a
separate non-qualified savings plan for eligible executives, providing
comparable benefits to those provided to 401(k) plan participants although not
as favorable for tax purposes as a qualified plan, including compensation
deferrals and matching and profit-sharing contributions. The committee maintains
this program in an effort to provide NEOs with reasonably competitive benefits
to those in the competitive market.
Other
Benefits
NEOs
participate in the health and dental coverage, company-paid term life insurance,
disability insurance, paid time off, and paid holiday programs applicable to
other employees in their locality. These rewards are designed to be competitive
with overall market practices, while keeping them at a reasonable level. The
benefits are in place to attract and retain the talent needed in the
business.
Manpower
sponsors an employee stock purchase plan allowing employees to purchase common
stock at a discount. The plan is broad-based and available to all U.S.
employees, including qualifying temporary employees, and employees in certain
other countries. This plan was suspended for all employees in 2009 due to the
current economic conditions because the cost of the plan for the Company far
outweighed the benefit received by the employees. The plan was reinstituted in
2010 with slight changes to the plan to balance the cost to the Company with the
benefit received by the employees. None of the NEOs currently participate in
this plan. Manpower reimburses NEOs for financial planning assistance. This
benefit is provided to ensure that executives prepare adequately for retirement,
file their taxes and conduct all stock transactions appropriately. In
addition, Manpower provides memberships in clubs for business entertaining to a
limited number of executives. Each executive who is provided such a
membership pays the expenses for any personal use of these clubs, however, none
of the NEOs used these clubs for personal use in 2009. Manpower also
maintains a broad-based auto program that covers approximately 163 management
employees in the U.S., including the U.S.-based NEOs. Pursuant to this program,
Manpower pays 75% of the cost of a leased car for the NEOs based in the U.S.
Consistent with local practice in France and Japan, Manpower provides
Ms. Gri with a company car and Mr. Green with a car allowance. All of
these car programs are an integral part of Manpower’s benefit package and are
viewed as a high value benefit by the NEOs.
Except in
connection with expatriate assignments, as discussed below, Manpower does not
pay tax gross ups to its NEOs on any of the above benefits.
Severance
Arrangements
Manpower
has entered into severance agreements (which include change of control benefits)
with each of the NEOs. The committee believes that severance and change of
control policies are an essential component of the executive compensation
program and are necessary to attract and retain senior talent in a competitive
market. The committee also believes that such agreements benefit Manpower by
clarifying the terms of employment and by protecting Manpower’s business through
non-competition, non-solicitation and non-disclosure provisions. Furthermore,
the committee believes that change of control benefits, if structured
appropriately, serve to minimize the distraction caused by a potential
transaction and reduce the risk that key talent would leave the organization
before a transaction closes. This outcome can reduce the value of the
organization to a buyer or to the shareholders if a transaction fails to
close.
The
severance agreements provide benefits to the NEOs in the event of certain
terminations, such as involuntary terminations not for “cause” or voluntary
terminations for “good reason.” Cause is defined in the severance
agreements, and generally includes: performance failures, failure to follow
instructions, fraudulent acts, violation of Manpower policies, acts of moral
turpitude which are likely to result in loss of business, reputation or goodwill
to Manpower, chronic absences from work which are non-health related, crimes
related to the NEO’s duties, or willful harmful conduct to
Manpower. Good reason is also defined in each severance agreement,
and generally includes: a material reduction in the NEO’s duties, a material
reduction in the NEO’s base salary or incentive bonus opportunity, or a
relocation to a new principal office that is in excess of 50 miles from the
NEO’s prior principal office. The amount of the benefits under the
agreements is enhanced if the termination is associated with a change of
control. However, there also must be a termination of the NEO’s employment (a
“double trigger”) in order for the NEO to receive the enhanced benefits upon a
change of control. Each NEO’s potential severance benefit is affected by the
level of his or her base salary and annual incentive opportunity.
The
committee has chosen these events as triggering a payment because they involve
an involuntary termination or constructive termination that did not arise from a
failure to perform or misconduct and that, in the absence of the agreement,
could result in the loss of substantial benefits that the NEO would otherwise
have earned. Furthermore, the committee recognizes that even in a competitive
market for executive talent, the number of comparable positions at comparable
companies is limited and finding a replacement position following an involuntary
termination may take a substantial amount of time.
The
committee believes it is appropriate to have such agreements, provided the
agreements have a limited term and are periodically subject to renewal and
approval by the committee and the board of directors. The committee periodically
reviews the benefits provided under the agreements to ensure that they serve
Manpower’s interests in retaining key executives, are consistent with market
practice and are reasonable. When conducting this review, the committee includes
an assessment of the total value of benefits that would accrue to each executive
under the various applicable severance scenarios. In February 2008,
the committee conducted a review of the severance agreements entered into
between Manpower and each of the NEOs. This review resulted in the
committee making certain changes to the severance agreements that were entered
into between Manpower and each of the CEO and the CFO in February 2008, as
compared to the form of severance agreement which had been used by Manpower in
prior years. Manpower entered into new agreements with Mr. Prising,
Ms. Beck and Mr. Sullivan in November 2009. These new agreements
replaced the prior agreements that had expired in May 2009 for Mr. Prising and
Ms. Beck and in September 2009 for Mr. Sullivan. With the exception
of their new term, these new agreements are in substantially the same form as
the agreements they replaced. All other NEOs remain subject to the
same agreements that the committee had most recently reviewed in
2008.
Additional
Executive Compensation Policies
Stock ownership
guidelines. The committee believes that NEOs and other senior
executives should hold a meaningful stake in Manpower to align their economic
interests with those of the shareholders. To that end, the committee adopted
stock ownership guidelines that are based on the stock price and base salary in
effect on December 31, 2005. The committee has set a goal of five years for
these senior executives to attain the targeted ownership levels. In determining
whether targeted ownership levels have been met, the committee only takes into
account actual shares owned and vested stock options and does not consider any
unvested restricted stock, unvested stock options, outstanding performance share
units or unvested restricted stock units held by the NEOs. The committee
reviewed these guidelines in 2009 and did not make any changes to the
guidelines. As indicated in the following table, as of December 31, 2009,
each of the NEOs had met these guidelines, except for Ms. Gri and
Mr. Green, both of whom were more recently hired.
|
NEO
|
Target as
a multiple
of
salary
|
Target
value($)
|
Target
number of
shares(#)
|
Number
of shares held as
of December 31,
2009(#)
|
Status
as of December 31, 2009
|
||||||||||||
|
Jeffrey
A. Joerres
|
5 | 5,000,000 | 107,526 | 949,778 |
Guideline
Met
|
||||||||||||
|
Michael
J. Van Handel
|
3 | 1,500,000 | 32,258 | 320,677 |
Guideline
Met
|
||||||||||||
|
Barbara
J. Beck
|
2 | 840,000 | 18,064 | 148,611 |
Guideline
Met
|
||||||||||||
|
Darryl
Green
|
2 | 850,000(1) | 18,279 | 16,250 |
Progressing
Against Goal
|
||||||||||||
|
Françoise
Gri
|
2 | 1,049,760(1) | 22,575 | 16,750 |
Progressing
Against Goal
|
||||||||||||
|
Jonas
Prising
|
2 | 700,000 | 15,053 | 64,411 |
Guideline
Met
|
||||||||||||
|
Owen
J. Sullivan
|
2 | 800,000 | 17,204 | 98,321 |
Guideline
Met
|
||||||||||||
|
(1)
|
For
NEOs that became NEOs after 2005, the target values are based on their
respective salaries in effect at the time each became an
NEO.
|
Manpower
has also adopted a policy to prohibit designated individuals, including the
NEOs, from engaging in short-selling of Manpower securities and buying and
selling puts and calls on Manpower securities without advance approval. To date,
no designated individual has requested approval to engage in such a
transaction.
Expatriate
policies. As a result of being a global company, Manpower may
need at times to assign its executives outside of their home country. Also,
Manpower’s executive development strategy includes providing its executives the
opportunity to acquire management experience outside of their home country. This
experience is essential to developing executives who can lead within a global
company. To facilitate this strategy and to induce the executives to make such a
change, Manpower provides expatriate benefits, which eliminate any tax
disadvantages caused by a relocation and compensate them for the disruption it
causes to them and to their families.
Mr. Prising
is provided certain benefits in connection with his assignment to the U.S. to
lead Manpower’s North American operations. The assignment agreement provides for
benefits related to Mr. Prising’s relocation, including eligibility to
participate in an automobile program, payment or reimbursement for housing,
tuition, tax preparation, moving and return visit expenses, and tax equalization
and tax gross up payments. The initial term of Mr. Prising’s assignment was
three years, but the term was extended for an additional two years in December
of 2008, extending such benefits until the end of 2010. Mr. Green also has
similar benefits associated with his position leading Manpower’s Asia-Pacific
operations, although there is no fixed term for Mr. Green’s
agreement.
Other
Material Tax Implications of the Executive Compensation Program
Tax implications
for Manpower. Section 162(m) of the Internal Revenue Code
generally disallows a tax deduction to public corporations for compensation over
$1,000,000 for any fiscal year paid to the corporation’s CEO and three most
highly compensated executive officers (other than the CEO and CFO) in service as
of the end of any fiscal year. However, Section 162(m) also provides that
qualifying performance-based compensation will not be subject to the deduction
limit if certain requirements are met. Where necessary for covered executives,
the committee generally seeks to structure compensation amounts and plans that
meet the requirements for deductibility under this provision. Specifically, the
committee has taken steps to qualify the stock option awards, performance share
unit awards and the financial components of awards under the Corporate Senior
Management Annual Incentive Plan as performance-based compensation for this
purpose. However, the committee may implement compensation arrangements that do
not satisfy these requirements for deductibility if it determines that such
arrangements are appropriate under the circumstances. In addition, because of
uncertainties as to the application and interpretation of Section 162(m)
and the regulations issued thereunder, the committee cannot assure that
compensation intended by the committee to satisfy the requirements for
deductibility under Section 162(m) will in fact be deductible.
Tax implications
for NEOs. The committee generally seeks to structure
compensation amounts and arrangements so that they do not result in penalties
for the NEOs under the Internal Revenue Code. For example, Section 409A
imposes substantial penalties and results in the loss of any tax deferral for
nonqualified deferred compensation that does not meet the requirements of that
section. The committee has structured the elements of Manpower’s compensation
program so that they are either not characterized as nonqualified deferred
compensation under Section 409A or meet the distribution, timing and other
requirements of Section 409A. Without these steps, certain elements of
compensation could result in substantial tax liability for the NEOs.
Section 280G and related provisions impose substantial excise taxes on
so-called “excess parachute payments” payable to certain executives upon a
change of control and results in the loss of the compensation deduction for such
payments by the executive’s employer. The committee has structured the change of
control payments under its severance agreements with the CEO and CFO to include
a gross up for excise taxes imposed under Section 280G in order to preserve
the after-tax value of those payments for those executives. For other NEOs, the
change of control payments have been structured to limit the amount of the
severance payment in the event that the severance payment will be subject to
excise taxes imposed under Section 280G, but only where the after-tax
amount received by the NEO would be greater than the after-tax amount without
regard to such limitation.
REPORT
OF THE EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD OF
DIRECTORS
The
executive compensation and human resources committee of the board of directors
of Manpower has reviewed and discussed with management the Compensation
Discussion and Analysis included in this annual report. Based on this
review and discussion, the executive compensation and human resources committee
recommended to the board of directors that the Compensation Discussion and
Analysis be included in this annual report.
The
Executive Compensation and Human Resources Committee
J. Thomas
Bouchard, Chairman
Marc J.
Bolland
Cari M.
Dominguez
Jack M.
Greenberg
EXECUTIVE
COMPENSATION AND HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
No member
of the executive compensation and human resources committee has ever been an
officer or employee of Manpower or any of our subsidiaries and none of our
executive officers has served on the compensation committee or board of
directors of any company of which any of our other directors is an executive
officer.
Compensation
Policies and Practices as they Relate to Risk Management
Members
of the Company’s senior management team have considered and discussed the
Company’s compensation policies and practices and specifically whether these
policies and practices create risks that are reasonably likely to have a
material adverse effect to Manpower. Management has also discussed
this issue with the executive compensation and human resources committee and
have determined there are no risks arising from our compensation policies and
practices that are reasonably likely to have a material adverse effect on
Manpower.
As
Manpower is located in various countries around the world, we have several
incentive plans. Our plans use various financial performance growth
metrics, generally relating to profitability. As a result, there is
no common incentive driving behavior. We also have controls in place
that mitigate any impact these plans might have on us. In general,
each of our incentive plans has a threshold, target and outstanding payout
level, which is not material to the Company, that is earned based on the results
of the financial metrics. In addition, there is an approval process
of the various incentive plans in each country, which are approved by the
country manager and financial manager in the respective country to ensure the
growth metrics are based on company performance. In addition,
incentives are generally not a major portion of an individual’s salary, other
than our executives officers, which participate in the corporate senior
management plan described below.
Our
largest and most significant incentive plan is the corporate senior management
annual incentive plan, which is the plan in which our executive officers
participate. The executive compensation and human resources committee
has general oversight of this plan and has capped the incentive payouts at an
outstanding level to ensure that no employee receives a bonus that is
significant enough to create a significant risk to the Company. In
addition, the financial metrics, which focus on company-wide and segment-wide
goals and objectives, and results of those metrics used in this plan, are
reviewed and approved at multiple levels in the Company.
Based on
the above factors, we do not believe our compensation policies and practices
create risks that are reasonably likely to have a material adverse effect on
Manpower .
The following
table summarizes compensation information for Manpower’s CEO, CFO, the three
most highly compensated executive officers, and the two other executive officers
who are business unit leaders. For purposes of providing consistent compensation
disclosure year to year, we have included summary compensation information for
our CEO and CFO and for all of our executive officers
who are business unit leaders (rather than the three most highly compensated
executive officers other than the CEO and CFO), as the individuals comprising
such group may change from year to year based on changes in total compensation.
We refer to this group of seven executive officers as the named executive
officers (“NEOs”).
Summary
Compensation Table
|
Name
&bPrincipal Position
|
Year
|
Salary
($)(1)
|
Bonus
($)
|
Stock
Awards
($)(2)
|
Option
Awards
($)(3)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Non-
Qualified
Deferred
Compensation
Earnings
($)(4)
|
All
Other
Compensation
($)(5)
|
Total
($)
|
||||||||||||||||||||
|
Jeffrey
A. Joerres
|
2009
|
980,769 | 0 | 1,548,000 | 2,547,675 | 200,000 | 11,208 | 70,916 | 5,358,568 | ||||||||||||||||||||
|
CEO
|
2008
|
1,000,000 | 0 | 5,947,200 | 3,078,774 | 300,000 | 6,482 | 69,082 | 10,401,538 | ||||||||||||||||||||
|
2007
|
1,000,000 | 0 | 3,433,500 | 2,931,925 | 2,801,333 | 0 | 94,212 | 10,260,970 | |||||||||||||||||||||
|
Michael
J. Van Handel
|
2009
|
539,423 | 0 | 619,200 | 815,256 | 125,000 | 12,529 | 52,135 | 2,163,543 | ||||||||||||||||||||
|
CFO
|
2008
|
550,000 | 0 | 1,416,000 | 769,694 | 110,000 | 7,407 | 49,194 | 2,902,295 | ||||||||||||||||||||
|
2007
|
500,000 | 0 | 1,144,500 | 764,850 | 932,111 | 0 | 53,978 | 3,395,439 | |||||||||||||||||||||
|
Barbara
J. Beck
|
2009
|
460,000 | 0 | 464,400 | 356,675 | 87,000 | 0 | 277,981 | 1,646,056 | ||||||||||||||||||||
|
EVP
and President, EMEA
|
2008
|
460,000 | 0 | 396,480 | 513,129 | 86,250 | 0 | 415,446 | 1,871,305 | ||||||||||||||||||||
|
2007
|
420,000 | 0 | 534,100 | 356,930 | 583,044 | 0 | 270,966 | 2,165,040 | |||||||||||||||||||||
|
Owen
J. Sullivan
|
2009
|
420,000 | 0 | 278,640 | 356,675 | 236,250 | 0 | 55,503 | 1,347,068 | ||||||||||||||||||||
|
EVP
and CEO, Right Management
and Jefferson
Wells
|
2008
|
420,000 | 0 | 311,520 | 410,503 | 252,000 | 0 | 40,795 | 1,434,818 | ||||||||||||||||||||
|
2007
|
420,000 | 0 | 877,450 | 611,880 | 387,744 | 0 | 27,152 | 2,324,226 | |||||||||||||||||||||
|
Jonas
Prising
|
2009
|
384,615 | 0 | 340,560 | 356,675 | 75,000 | 0 | 236,163 | 1,393,013 | ||||||||||||||||||||
|
EVP
and President, The
Americas
|
2008
|
400,000 | 0 | 339,840 | 513,129 | 52,500 | 0 | 238,388 | 1,543, 857 | ||||||||||||||||||||
|
2007
|
400,000 | 0 | 877,450 | 611,880 | 222,320 | 0 | 198,528 | 2,310,178 | |||||||||||||||||||||
|
Darryl
Green
|
2009
|
425,000 | 0 | 510,840 | 417,819 | 183,218 | 0 | 286,065 | 1,397,942 | ||||||||||||||||||||
|
EVP
and President, Asia Pacific
and Middle East
|
2008
|
425,000 | 0 | 339,840 | 427,608 | 63,750 | 0 | 337,324 | 1,593,522 | ||||||||||||||||||||
|
2007
|
252,663 | 0 | 2,097,900 | 610,272 | 154,658 | 0 | 110,316 | 3,225,809 | |||||||||||||||||||||
|
Françoise
Gri(6)
|
2009
|
524,880 | 0 | 510,840 | 376,380 | 104,976 | 0 | 17,423 | 1,534,499 | ||||||||||||||||||||
|
EVP
and President, France
|
2008
|
524,880 | 0 | 396,480 | 449,258 | 98,415 | 0 | 13,732 | 1,482,765 | ||||||||||||||||||||
|
2007
|
422,791 | 0 | 305,200 | 483,426 | 549,129 | 0 | 54,388 | 1,805,174 | |||||||||||||||||||||
|
(1)
|
Mr.
Joerres, Mr. Van Handel and Mr. Prising participated in the voluntary
unpaid leave program that was implemented by the company during the year
as a cost-saving measure during the global economic downturn, which
reduced their base compensation.
|
|
(2)
|
The
value of stock awards in this table for 2009 includes the grant date fair
value for restricted stock units (including career shares) granted in 2009
as computed in accordance with Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock
Compensation.” The value of stock awards in the table for 2008 and 2007
includes the grant date fair value for performance share units and
restricted stock or units (including career shares) granted in 2008 and
2007, respectively, as follows:
|
For
restricted stock or restricted stock units: For 2008 – Mr. Joerres — $2,265,600 of
career shares in the form of restricted stock. For 2007 – Mr.
Sullivan —
$190,750 of career shares in the form of restricted stock; Mr. Prising — $190,750 for
career shares in the form of restricted stock; and Mr. Green — $932,400 of
restricted stock units.
The
performance share units in both 2008 and 2007 are reported at the target level,
which we believe was the probable outcome of the performance conditions at the
time of grant. The amount included at target level for each NEO
was:
For 2008
- - Mr. Joerres — $3,681,600; Mr.
Van Handel —
$1,416,000; Ms. Beck — $396,480; Mr.
Sullivan —
$311,520; Mr. Prising — $339,840; Mr.
Green —
$339,840; and Ms. Gri —
$396,480.
|
|
For
2007 – Mr. Joerres — $3,433,500;
Mr. Van Handel — $1,144,500;
Ms. Beck — $534,100;
Mr. Sullivan — $686,700;
Mr. Prising — $686,700;
Mr. Green — $1,165,500;
and Ms. Gri —
$305,200.
|
At the
outstanding level, the grant date fair value of the performance share units
would have been:
For 2008
- - Mr. Joerres — $6,442,800; Mr.
Van Handel —
$2,478,000; Ms. Beck — $693,840; Mr.
Sullivan —
$545,160; Mr. Prising — $594,720; Mr.
Green —
$594,720; and Ms. Gri —
$693,840.
|
|
For
2007 - Mr. Joerres — $6,008,625;
Mr. Van Handel — $2,002,875;
Ms. Beck —
$934,675; Mr. Sullivan — $1,201,725;
Mr. Prising — $1,201,725;
Mr. Green — $2,039,625;
and Ms. Gri —
$534,100.
|
|
(3)
|
The
value of options in this table represents the grant date fair value of the
stock options granted in 2009, 2008 and 2007, respectively, as computed in
accordance with FASB ASC Topic 718.
|
|
(4)
|
Although
the amount of benefits for each NEO under the U.S. pension plans was
frozen in 2000, the change in actuarial value is due to the change in
actuarial assumptions from year to year, as calculated under the rules
governing financial reporting for U.S. pension
plans.
|
|
(5)
|
These
amounts are described in further detail in the All Other Compensation
Table.
|
|
(6)
|
Ms. Gri’s
annual salary is €400,000. Ms. Gri’s salary and incentive payment are
paid in Euros and have been translated at an exchange rate of 1.3122 (in
U.S. Dollars), which was the exchange rate on March 12, 2007, the
date Ms. Gri joined Manpower. The amount of all other compensation
has been translated at an exchange rate of 1.4321 (in U.S. Dollars), the
rate in effect on December 31, 2009. Based on the exchange rate of
1.4321 (in U.S. Dollars), as of December 31, 2009, Ms. Gri’s
salary was $572,840 and incentive compensation was
$114,568.
|
All
Other Compensation in 2009
|
Name
& Principal Position
|
Perquisites
&
Other
Personal
Benefits
($)(1)
|
Tax
Reimbursements
($)(2)
|
Payments/Accruals
on
Termination
Plans
($)
|
Company
Contributions
to
Defined
Contribution
Plans
($)(3)
|
Total
Other Compensation
($)
|
|||||||||||||||
|
Jeffrey
A. Joerres
|
32,493 | 0 | 0 | 38,423 | 70,916 | |||||||||||||||
|
CEO
|
||||||||||||||||||||
|
Michael
J. Van Handel
|
32,611 | 0 | 0 | 19,524 | 52,135 | |||||||||||||||
|
CFO
|
||||||||||||||||||||
|
Barbara
J. Beck
|
35,332 | 242,649 | (4) | 0 | 0 | 277,981 | ||||||||||||||
|
EVP
and President, EMEA
|
||||||||||||||||||||
|
Owen
J. Sullivan
|
35,343 | 0 | 0 | 20,160 | 55,503 | |||||||||||||||
|
EVP
and CEO, Right Management and Jefferson Wells
|
||||||||||||||||||||
|
Jonas
Prising
|
139,796 | (5) | 83,253 | (6) | 0 | 13,114 | 236,163 | |||||||||||||
|
EVP
and President, The Americas
|
||||||||||||||||||||
|
Darryl
Green
|
258,641 | (7) | 27,424 | (8) | 0 | 0 | 286,065 | |||||||||||||
|
EVP
and President, Asia Pacific and Middle East
|
||||||||||||||||||||
|
Françoise
Gri
|
17,423 | (9) | 0 | 0 | 0 | 17,423 | ||||||||||||||
|
EVP
and President, France
|
||||||||||||||||||||
|
(1)
|
Except
as otherwise indicated, these amounts include the value attributable to
each executive’s participation in Manpower’s company car program, auto
insurance, life insurance premiums paid and/or the value of financial
services paid for by Manpower.
|
|
(2)
|
Due
to the complex nature of calculating these tax reimbursements, in certain
cases the amounts are often paid to the NEOs one or more years after the
income to which they relate was earned by the
NEO.
|
|
(3)
|
These
contributions were made by Manpower on behalf of the NEOs under the terms
of the Nonqualified Savings Plan. Further information regarding the
Nonqualified Savings Plan can be found in the Nonqualified Deferred
Compensation Table and accompanying
narrative.
|
|
(4)
|
This
amount reflects tax gross up and tax equalization payments paid in 2009 to
Ms. Beck in connection with her assignment to the United Kingdom
attributable to compensation she received during
2008.
|
|
(5)
|
In
addition to the amounts described above in footnote (1), included in this
amount are housing costs of $72,718, tuition payments of $36,730 for
Mr. Prising’s children and tax compliance services. These benefits
are paid to Mr. Prising in connection with his assignment to the
U.S.
|
|
(6)
|
This
amount reflects tax gross up and tax equalization payments paid in 2009 to
Mr. Prising in connection with his assignment to the U.S.
attributable to compensation and benefits received by him in
2008.
|
|
(7)
|
In
addition to the amounts described above in footnote (1), this amount
reflects tax compliance services, a housing allowance of $90,000, a
tuition allowance of $40,000 for Mr. Green’s children, and a car
allowance of $28,185. These benefits are paid to Mr. Green in
connection with his assignment to Japan and have been translated at an
exchange rate for Japanese Yen of .008415454 (in U.S. Dollars), which was
the average exchange rate in effect between the date he received his offer
letter from Manpower on April 4, 2007 and the date he signed it on
April 10, 2007. Based on the exchange rate of .01075 (in U.S.
Dollars) as of December 31, 2009, the specific conversions of the
amounts mentioned above paid in Japanese Yen included a housing allowance
of $114,971, a tuition allowance of $51,098, and a car allowance of
$36,005. Also included in this column is airfare for two return trips for
his family members to the U.S. of $53,004 translated at an exchange rate
for Singapore Dollars of .7117 (in U.S. Dollars) which was the exchange
rate in effect on December 31,
2009.
|
|
(8)
|
This
amount reflects the value of the gross up and tax equalization payments
paid to Mr. Green in 2009 attributable to benefits provided to him in
2009 and has been translated at an exchange rate for Japanese Yen of
.01075 (in U.S. Dollars), which was the exchange rate in effect on
December 31, 2009.
|
|
(9)
|
In
accordance with her employment agreement, Ms. Gri is provided with an
automobile and this amount reflects the lease and maintenance payments
associated with the automobile. Amounts paid in Euros in this column have
been translated at an exchange rate of 1.4321 (in U.S. Dollars), which was
the exchange rate in effect on December 31,
2009.
|
Grants
of Plan-Based Awards in 2009
|
Name
& Principal Position
|
Plan
Name
|
Grant
Date
|
Estimated Future Payouts Under
Non-Equity
Incentive Plan
Awards(1)
|
All
Other
Stock
Awards:
Number
of
Shares
of
Stock
or
Units
(#)(2)
|
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)(3)
|
Exercise
or
Base
Price
of
Option
Awards
($/Sh)
|
Grant
Date
Fair
Value
of
Stock
and
Option
Awards
($)(4)
|
||||||||||||||||||||||||||
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
|||||||||||||||||||||||||||||||
|
Jeffrey A. Joerres
CEO
|
Corporate Senior
|
— | 375,000 | 1,500,000 | 3,000,000 | — | — | — | — | ||||||||||||||||||||||||
|
Management
Annual Incentive
Plan (CSMAIP)
|
|||||||||||||||||||||||||||||||||
|
2003
Equity Incentive Plan
|
2/17/2009
|
— | — | — | 50,000 | — | — | 1,548,000 | |||||||||||||||||||||||||
|
2/17/2009
|
— | — | — | — | 250,000 | 30.96 | 2,547,675 | ||||||||||||||||||||||||||
|
Michael J. Van Handel
CFO
|
CSMAIP
|
— | 137,500 | 550,000 | 1,100,000 | — | — | — | — | ||||||||||||||||||||||||
|
2003
Equity Incentive Plan
|
2/17/2009
|
— | — | — | 20,000 | — | — | 619,200 | |||||||||||||||||||||||||
|
2/17/2009
|
— | — | — | — | 80,000 | 30.96 | 815,256 | ||||||||||||||||||||||||||
|
Barbara
J. Beck
EVP
and President, EMEA
|
CSMAIP
|
— | 115,000 | 345,000 | 690,000 | — | — | — | — | ||||||||||||||||||||||||
|
2003
Equity Incentive Plan
|
2/17/2009
|
— | — | — | 15,000 | — | — | 464,400 | |||||||||||||||||||||||||
|
2/17/2009
|
— | — | — | — | 35,000 | 30.96 | 356,675 | ||||||||||||||||||||||||||
|
Owen
J. Sullivan
EVP
and CEO, Right Management and Jefferson Wells
|
CSMAIP
|
— | 105,000 | 315,000 | 630,000 | — | — | — | — | ||||||||||||||||||||||||
|
2003
Equity Incentive Plan
|
2/17/2009
|
— | — | — | 9,000 | — | — | 278,640 | |||||||||||||||||||||||||
|
2/17/2009
|
— | — | — | — | 35,000 | 30.96 | 356,675 | ||||||||||||||||||||||||||
|
Jonas
Prising
EVP
and President, The Americas
|
CSMAIP
|
— | 100,000 | 300,000 | 600,000 | — | — | — | — | ||||||||||||||||||||||||
|
2003
Equity Incentive Plan
|
2/17/2009
|
— | — | — | 11,000 | — | — | 340,560 | |||||||||||||||||||||||||
|
2/17/2009
|
— | — | — | — | 35,000 | 30.96 | 356,675 | ||||||||||||||||||||||||||
|
Darryl
Green
EVP
and President, Asia Pacific and Middle East
|
CSMAIP
|
— | 106,250 | 318,750 | 637,500 | — | — | — | — | ||||||||||||||||||||||||
|
2003
Equity Incentive Plan
|
2/17/2009
|
— | — | — | 16,500 | — | — | 510,840 | |||||||||||||||||||||||||
|
2/17/2009
|
— | — | — | — | 41,000 | 30.96 | 417,819 | ||||||||||||||||||||||||||
|
Françoise
Gri
EVP
and President, France
|
CSMAIP
|
— | 131,220 | 393,660 | 787,320 | — | — | — | — | ||||||||||||||||||||||||
|
2003
Equity Incentive Plan
|
2/17/2009
|
— | — | — | 16,500 | — | — | 510,840 | |||||||||||||||||||||||||
|
3/11/2009
|
— | — | — | — | 41,000 | 27.99 | 376,380 | ||||||||||||||||||||||||||
|
(1)
|
These
amounts represent the 2009 incentive amounts established under the
Corporate Senior Annual Management Incentive
Plan.
|
|
(2)
|
Amounts
represent the number of restricted stock units and career shares granted
in February 2009. Restricted stock units granted were as follows: Mr.
Joerres – 50,000; Mr. Van Handel – 20,000; Ms. Beck – 9,000; Mr. Sullivan
– 9,000; Mr. Prising; - 9,000; Mr. Green – 11,500; and Ms. Gri – 11,500.
Career shares in the form of restricted stock units granted were as
follows: Ms. Beck – 6,000; Mr. Prising – 2,000; Mr. Green – 5,000; and Ms.
Gri – 5,000.
|
|
(3)
|
These
amounts represent the number of shares underlying stock options that were
granted in 2009.
|
|
(4)
|
The
grant date fair value of stock and option awards granted in 2009 that are
reported in this column have been computed in accordance with FASB ASC
Topic 718.
|
Compensation
Agreements and Arrangements
Manpower
entered into compensation agreements and severance agreements with the CEO and
the CFO in February 2008 that replaced their prior agreements, which were set to
expire. The term under each of the compensation agreements and severance
agreements expires on the first to occur of (1) the date two years after
the occurrence of a change of control of Manpower or (2) February 20,
2011, if no such change of control occurs before February 20, 2011. The
severance agreements with the CEO and the CFO are described in further detail in
the section entitled “Termination of Employment and Change of Control
Arrangements” following the Nonqualified Deferred Compensation Table. Under the
compensation agreements, the CEO and the CFO are entitled to receive a base
salary, as may be increased from time to time by Manpower, and each is entitled
to receive incentive compensation in accordance with an annual incentive plan
approved and administered by the executive compensation and human resources
committee. The CEO is entitled to receive an annual base salary of at least
$1,000,000 per year, and the CFO is entitled to receive an annual base salary of
at least $550,000 per year. The annual incentive plan for the CEO and the CFO is
described in further detail in the Compensation Discussion and Analysis included
in this annual report.
In
addition, the CEO and CFO are eligible for all benefits generally available to
the senior executives of Manpower, subject to and on a basis consistent with the
terms, conditions and overall administration of such benefits. The compensation
agreements also contain nondisclosure provisions that are effective during the
term of the executive’s employment with Manpower and during the two-year period
following the termination of the executive’s employment with Manpower, and
nonsolicitation provisions that are effective during the term of the executive’s
employment with Manpower and during the one-year period following the
termination of the executive’s employment with Manpower.
Ms. Beck,
Mr. Sullivan, Mr. Prising, Mr. Green and Ms. Gri currently
receive an annual incentive bonus determined pursuant to an incentive
arrangement with Manpower and have entered into severance agreements with
Manpower. The annual incentive bonus arrangements are described in further
detail in the Compensation Discussion and Analysis included in this annual
report and the severance agreements for each NEO are described in further
detail in the section entitled “Termination of Employment and Change of Control
Arrangements” following the Nonqualified Deferred Compensation
Table.
During
2009, Mr. Prising received expatriate benefits in connection with his
assignment to Milwaukee, Wisconsin. This arrangement is described in further
detail in the Compensation Discussion and Analysis included in this annual
report.
In
connection with his employment as President, Asia Pacific Operations, Manpower
entered into an agreement with Mr. Green to provide for benefits related to
Mr. Green’s appointment in Japan, including a car allowance, payment or
reimbursement for housing, tuition, tax preparation, moving and return visit
expenses, tax gross ups on these expenses and tax equalization
payments.
In
connection with her appointment as President of Manpower France SAS,
Ms. Gri entered into an employment agreement with Manpower France Holdings
SAS. Under her employment agreement, she is entitled to receive an annual base
salary of €400,000, as may be increased from time to time, and she is entitled
to receive annual incentive compensation. In addition, under her employment
contract, Ms. Gri is entitled to reimbursement of her business expenses, a
company car, and a limited number of vacation days. Her employment agreement
also contains nondisclosure provisions that are effective during the term of her
employment with Manpower and following the termination of her employment with
Manpower.
2009
Annual Incentive Awards
The following
tables illustrate the achievement of the performance targets in relation to the
payment of the 2009 Annual Incentive Awards.
For 2009,
Manpower’s EPS was $0.45 (compared to $1.00 at threshold, $5.32 at target and
$5.94 at outstanding) and EP was -$203.5
MM (compared to -$195 MM at threshold, $135 MM at target and $175 MM at
outstanding).
Jeffrey
A. Joerres — 2009 Annual Incentive Calculation
|
Performance Level
|
Percentage
of
2009
Salary
|
Amount
Earned
|
|||||||
|
EPS
Goal
|
Below
Threshold
|
0 | % | $ | 0 | ||||
|
EP
Goal
|
Below
Threshold
|
0 | % | $ | 0 | ||||
|
Operating
Objectives
|
Above
Threshold
|
20 | % | $ | 200,000 | ||||
|
Total
Incentive
|
20 | % | $ | 200,000 | |||||
|
Michael
J. Van Handel — 2009 Annual Incentive Calculation
|
|||||||||
|
Performance
Level
|
Percentage
of
2009
Salary
|
Amount
Earned
|
|||||||
|
EPS
Goal
|
Below
Threshold
|
0 | % | $ | 0 | ||||
|
EP
Goal
|
Below
Threshold
|
0 | % | $ | 0 | ||||
|
Operating
Objectives
|
Above
Threshold
|
23 | % | $ | 125,000 | ||||
|
Total
Incentive
|
23 | % | $ | 125,000 | |||||
|
Barbara
J. Beck — 2009 Annual Incentive Calculation
|
|||||||||
|
Performance
Level
|
Percentage
of
2009
Salary
|
Amount
Earned
|
|||||||
|
AOUP
of EMEA Goal
|
Below
Threshold
|
0 | % | $ | 0 | ||||
|
EPS
Goal
|
Below
Threshold
|
0 | % | $ | 0 | ||||
|
Operating
Objectives
|
Above Target
|
18.91 | % | $ | 87,250 | ||||
|
Total
Incentive
|
18.91 | % | $ | 87,250 | |||||
|
Owen
J. Sullivan — 2009 Annual Incentive Calculation
|
|||||||||
|
Performance
Level
|
Percentage
of
2009
Salary
|
Amount
Earned
|
|||||||
|
AOUP
of Jefferson Wells Goal
|
Below
Threshold
|
0 | % | $ | 0 | ||||
|
AOUP
of Right Management Goal
|
Outstanding
|
37.5 | % | $ | 157,500 | ||||
|
EPS
Goal
|
Below
Threshold
|
0 | % | $ | 0 | ||||
|
Operating
Objectives
|
Above
Threshold
|
18.75 | % | $ | 78,750 | ||||
|
Total
Incentive
|
56.25 | % | $ | 236,250 | |||||
Jonas
Prising — 2009 Annual Incentive Calculation
|
Performance
Level
|
Percentage
of
2009
Salary
|
Amount
Earned
|
|||||||
|
AOUP
of America’s Goal
|
Below
Threshold
|
0 | % | $ | 0 | ||||
|
EPS
Goal
|
Below
Threshold
|
0 | % | $ | 0 | ||||
|
Operating
Objectives
|
At
Target
|
18.75 | % | $ | 75,000 | ||||
|
Total
Incentive
|
18.75 | % | $ | 75,000 | |||||
|
Darryl
Green — 2009 Annual Incentive Calculation
|
|||||||||
|
Performance
Level
|
Percentage
of
2009
Salary
|
Amount
Earned
|
|||||||
|
AOUP
of Asia Pacific Goal
|
Above
Threshold
|
24.36 | % | $ | 103,530 | ||||
|
EPS
Goal
|
Below
Threshold
|
0 | % | $ | 0 | ||||
|
Operating
Objectives
|
At
Target
|
18.75 | % | $ | 79,688 | ||||
|
Total
Incentive
|
18.75 | % | $ | 183,218 | |||||
|
Françoise
Gri - 2009 Annual Incentive Calculation (1)
|
|||||||||
|
Performance
Level
|
Percentage
of
2009
Salary
|
Amount
Earned
|
|||||||
|
AOUP
of France Goal
|
Below
Threshold
|
0 | % | $ | 0 | ||||
|
EPS
Goal
|
Below
Threshold
|
0 | % | $ | 0 | ||||
|
Operating
Objectives
|
Above Target
|
20 | % | $ | 104,976 | ||||
|
Total
Incentive
|
20 | % | $ | 104,976 | |||||
|
(1)
|
Ms. Gri’s
incentive is paid in Euros and has been translated above at an exchange
rate of 1.3122 (in U.S. Dollars), which was the exchange rate on
March 12, 2007.
|
Grants
Under the 2003 Equity Incentive Plan
Stock
options. Manpower made grants of stock options to all of the
NEOs (other than Ms. Gri) under the 2003 Equity Incentive Plan in February
2009. To comply with certain French laws, Manpower made a stock option grant to
Ms. Gri in March 2009. The stock options granted in 2009 vest 25% per
year over a four-year period and if they are not exercised, they expire in ten
years (or earlier following a termination of employment). Additional vesting
terms applicable to these options are described in further detail in the section
entitled “Termination of Employment and Change of Control Arrangements”
following the Nonqualified Deferred Compensation Table.
Performance share
units. Manpower did not make any grants of performance share
units in 2009.
Restricted stock
units. Manpower made grants of restricted stock units to all of the NEOs
under the 2003 Equity Incentive Plan in February 2009. The restricted stock
units granted in 2009 vest one-third per year over a three-year period. Any
unvested restricted stock units are forfeited upon termination of employment.
Dividend equivalents are paid on the restricted stock units under these awards.
Additional vesting terms applicable to these grants are described in further
detail in the section entitled “Termination of Employment and Change of Control
Arrangements” following the Nonqualified Deferred Compensation
Table.
Career
shares. Manpower made a
grant of career shares to Ms. Beck, Mr. Green, Ms. Gri and Mr. Prising in
February 2009, which was granted as restricted stock units with a four-year
vesting term. Dividend equivalents are paid on the restricted stock units under
these awards. Additional vesting terms applicable to these grants are described
in further detail in the section entitled “Termination of Employment and Change
of Control Arrangements” following the Nonqualified Deferred Compensation
Table.
Outstanding
Equity Awards at December 31, 2009
|
Name & Principal
Position
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of Securities
Underlying
Unexercised
Options(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or Units
of Stock
that
Have
Not
Vested
(#)(1)
|
Market
Value
of Shares
or
Units of
Stock
that
Have
Not
Vested
($)(2)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units,
or
Other
Rights
that
Have
Not
Vested
(#)(3)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units,
or
Other
Rights
that
Have
Not
Vested
($)(2)
|
|||||||||||
|
Jeffrey
A. Joerres
|
65,500
|
—
|
—
|
$33.69
|
02/14/2010
|
—
|
—
|
—
|
—
|
||||||||||
|
CEO
|
65,300
|
—
|
—
|
$31.78
|
03/12/2011
|
—
|
—
|
—
|
—
|
||||||||||
|
250,000
|
—
|
—
|
$33.96
|
02/19/2012
|
—
|
—
|
—
|
—
|
|||||||||||
|
35,000
|
—
|
—
|
$31.16
|
02/18/2013
|
—
|
—
|
—
|
—
|
|||||||||||
|
50,000
|
—
|
—
|
$44.08
|
02/18/2014
|
—
|
—
|
—
|
—
|
|||||||||||
|
150,000
|
—
|
—
|
$44.37
|
02/16/2015
|
—
|
—
|
—
|
—
|
|||||||||||
|
97,000
|
32,500(4)
|
—
|
$52.78
|
02/14/2016
|
—
|
—
|
—
|
—
|
|||||||||||
|
57,500
|
57,500(5)
|
—
|
$76.30
|
02/14/2017
|
—
|
—
|
—
|
—
|
|||||||||||
|
45,000
|
135,000(6)
|
—
|
$56.64
|
02/20/2018
|
—
|
—
|
—
|
—
|
|||||||||||
|
—
|
250,000
(7)
|
—
|
$30.96
|
02/17/2019
|
—
|
—
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
45,000(8)
|
$2,456,100
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
35,000(9)
|
$1,910,300
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
40,000(10)
|
$2,183,200
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
50,799(11)
|
$
2,772,609
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
45,000 (16)
|
$2,456,100
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
65,000 (17)
|
$3,547,700
|
|||||||||||
|
Michael
J. Van Handel
|
120,000
|
—
|
—
|
$33.96
|
02/19/2012
|
—
|
—
|
—
|
—
|
||||||||||
|
CFO
|
13,500
|
—
|
—
|
$31.16
|
02/18/2013
|
—
|
—
|
—
|
—
|
||||||||||
|
15,000
|
—
|
—
|
$44.08
|
02/18/2014
|
—
|
—
|
—
|
—
|
|||||||||||
|
50,000
|
—
|
—
|
$44.37
|
02/16/2015
|
—
|
—
|
—
|
—
|
|||||||||||
|
33,750
|
11,250(4)
|
—
|
$52.78
|
02/14/2016
|
—
|
—
|
—
|
—
|
|||||||||||
|
15,000
|
15,000(5)
|
—
|
$76.30
|
02/14/2017
|
—
|
—
|
—
|
—
|
|||||||||||
|
11,250
|
33,750(6)
|
—
|
$56.64
|
02/20/2018
|
—
|
—
|
—
|
—
|
|||||||||||
|
—
|
80,000(7)
|
—
|
$30.96
|
02/17/2019
|
—
|
—
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
9,000(8)
|
$491,220
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
6,000(9)
|
$327,480
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
20,320(11)
|
$1,109,066
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
15,000 (16)
|
$818,700
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
25,000 (17)
|
$1,364,500
|
|||||||||||
|
Barbara
J. Beck
|
40,000
|
—
|
—
|
$33.96
|
02/19/2012
|
—
|
—
|
—
|
—
|
||||||||||
|
EVP
and President, EMEA
|
15,000
|
—
|
—
|
$44.08
|
02/18/2014
|
—
|
—
|
—
|
—
|
||||||||||
|
|
41,438
|
—
|
—
|
$44.37
|
02/16/2015
|
—
|
—
|
—
|
—
|
||||||||||
|
37,673
|
12,558(4)
|
—
|
$52.78
|
02/14/2016
|
—
|
—
|
—
|
—
|
|||||||||||
|
7,000
|
7,000
(5)
|
—
|
$76.30
|
02/14/2017
|
—
|
—
|
—
|
—
|
|||||||||||
|
7,500
|
22,500(6)
|
—
|
$56.64
|
02/20/2018
|
—
|
—
|
—
|
—
|
|||||||||||
|
—
|
35,000(7)
|
—
|
$30.96
|
02/17/2019
|
—
|
—
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
5,000(12)
|
$272,900
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
9,144(11)
|
$499,080
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
6,096(13)
|
$332,720
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
7,000 (16)
|
$382,060
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
7,000 (17)
|
$382,060
|
|||||||||||
|
Owen
J. Sullivan
|
10,000
|
—
|
—
|
$42.00
|
02/24/2014
|
—
|
—
|
—
|
—
|
||||||||||
|
EVP
and CEO, Right Management and Jefferson
Wells
|
32,000
|
—
|
—
|
$44.37
|
02/16/2015
|
—
|
—
|
—
|
—
|
||||||||||
|
|
19,515
|
6,505
(4)
|
—
|
$52.78
|
02/14/2016
|
—
|
—
|
—
|
—
|
||||||||||
|
|
12,000
|
12,000(5)
|
—
|
$76.30
|
02/14/2017
|
—
|
—
|
—
|
—
|
||||||||||
|
6,000
|
18,000(6)
|
—
|
$56.64
|
02/20/2018
|
—
|
—
|
—
|
—
|
|||||||||||
|
—
|
35,000(7)
|
—
|
$30.96
|
02/17/2019
|
—
|
—
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
5,000(12)
|
$272,900
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
9,144(11)
|
$499,080
|
—
|
—
|
|||||||||||
|
Jonas
Prising
|
2,500
|
—
|
—
|
$33.96
|
02/19/2012
|
—
|
—
|
—
|
—
|
||||||||||
|
EVP
and President, The
Americas
|
3,500
|
—
|
—
|
$31.16
|
02/18/2013
|
—
|
—
|
—
|
—
|
||||||||||
|
|
6,300
|
—
|
—
|
$44.95
|
02/24/2014
|
—
|
—
|
—
|
—
|
||||||||||
|
5,250
|
—
|
—
|
$45.57
|
02/16/2015
|
—
|
—
|
—
|
—
|
|||||||||||
|
15,000
|
5,000(4)
|
—
|
$52.78
|
02/14/2016
|
—
|
—
|
—
|
—
|
|||||||||||
|
12,000
|
12,000(5)
|
—
|
$76.30
|
02/14/2017
|
—
|
—
|
—
|
—
|
|||||||||||
|
7,500
|
22,500(6)
|
—
|
$56.64
|
02/20/2018
|
—
|
—
|
—
|
—
|
|||||||||||
|
—
|
35,000(7)
|
—
|
$30.96
|
02/19/2019
|
—
|
—
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
2,655(12)
|
$144,910
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
2,500(14)
|
$136,450
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
9,144(11)
|
$499,080
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
2,032(13)
|
$110,907
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
9,000(16)
|
$491,220
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
6,000(17)
|
$327,480
|
|||||||||||
|
Darryl
Green
|
10,000
|
10,000(19)
|
—
|
$93.24
|
05/28/2017
|
—
|
—
|
—
|
—
|
||||||||||
|
EVP
and President, Asia Pacific and
Middle East
|
6,250
|
18,750(6)
|
—
|
$56.64
|
02/20/2018
|
—
|
—
|
—
|
—
|
||||||||||
|
|
—
|
41,000(7)
|
—
|
$30.96
|
02/17/2019
|
—
|
—
|
—
|
—
|
||||||||||
|
—
|
—
|
—
|
—
|
—
|
10,417(15)
|
$568,560
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
11,684(11)
|
$637,713
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
5,080(13)
|
$277,266
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
5,000(16)
|
$272,900
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
7,500(17)
|
$409,350
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
6,000(18)
|
$327,480
|
|||||||||||
|
Françoise
Gri
|
10,000
|
10,000(20)
|
—
|
$73.86
|
03/12/2017
|
—
|
—
|
—
|
—
|
||||||||||
|
EVP
and President, France
|
6,750
|
20,250(21)
|
—
|
$55.10
|
03/11/2018
|
—
|
—
|
—
|
—
|
||||||||||
|
|
—
|
41,000(22)
|
—
|
$27.99
|
03/11/2019
|
—
|
—
|
—
|
—
|
||||||||||
|
—
|
—
|
—
|
—
|
—
|
11,684(11)
|
$637,713
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
5,080(13)
|
$277,266
|
—
|
—
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
4,000(16)
|
$218,320
|
|||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
7,000(17)
|
$382,060
|
|||||||||||
(1) Represents
outstanding grants of restricted stock, restricted stock units or career
shares.
|
(2)
|
Value
based on the closing price of $54.58 on December 31,
2009.
|
|
(3)
|
Represents
outstanding grants of performance share units, measured at target levels,
except as otherwise provided
herein.
|
|
(4)
|
Remaining
options vested on February 14,
2010.
|
|
(5)
|
50%
of the remaining unvested options vested on February 14, 2010 and 50%
of the remaining unvested options are scheduled to vest on
February 14, 2011.
|
|
(6)
|
33%
of the remaining unvested options vested on February 20, 2010 and 33%
of the remaining unvested options are scheduled to vest on each of
February 20, 2011 and 2012.
|
|
(7)
|
25%
of the remaining unvested options vested on February 17, 2010 and 25% of
the remaining unvested options are scheduled to vest on each of February
17, 2011, 2012 and 2013.
|
|
(8)
|
Shares
scheduled to vest on February 16,
2011.
|
|
(9)
|
Shares
scheduled to vest on February 14,
2012.
|
|
(10)
|
Shares
scheduled to vest on February 20,
2013.
|
|
(11)
|
33%
of the restricted stock units vested on February 17, 2010 and 33% of the
remaining unvested options are scheduled to vest on each of February 17,
2011 and 2012.
|
|
(12)
|
Shares
or restricted stock units vested on February 16,
2010.
|
|
(13)
|
Restricted
stock units scheduled to vest on February 17,
2013.
|
|
(14)
|
Shares
or restricted stock units scheduled to vest on February 14,
2013.
|
|
(15)
|
Restricted
stock units scheduled to vest on May 28,
2011.
|
|
(16)
|
Performance
share units scheduled to vest in February 2010, had the performance
targets been achieved as of December 31, 2009 and service
requirements were met as of December 31,
2009. However, the committee certified the performance
target had not been achieved and therefore, no performance share units
were issued.
|
|
(17)
|
Performance
share units scheduled to vest in February 2011 if the committee certifies
that the performance targets are achieved as of December 31, 2010 and
service requirements are met as of December 31,
2010.
|
|
(18)
|
Performance
share units scheduled to vest in February 2011 if the committee certifies
that the performance targets are achieved as of December 31, 2010 and
the service requirement is met as of December 31, 2010. This award is
disclosed at the maximum level.
|
|
(19)
|
50%
of the remaining unvested options are scheduled to vest on each of
May 28, 2010 and 2011.
|
|
(20)
|
50%
of the remaining unvested options vest on March 12, 2010 and 50% of
the remaining unvested options are scheduled to vest on March 12,
2011.
|
|
(21)
|
33%
of the remaining unvested options vest on March 11, 2010 and 33% of
the remaining unvested options are scheduled to vest on March 11,
2011 and 2012.
|
|
(22)
|
25%
of the remaining unvested options vested on March 9, 2010 and 25% of the
remaining unvested options are scheduled to vest on each of March 9, 2011,
2012 and 2013.
|
Option
Exercises and Stock Vested in 2009
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||
|
Name
& Principal Position
|
Number
of
Shares Acquired
on
Exercise
(#)
|
Value Realized on
Exercise
($)
|
Number of Shares
Acquired
on
Vesting
(#)
|
Value Realized
on
Vesting
($)
|
||||||||||||
|
Jeffrey
A. Joerres
CEO
|
100,000 | 1,115,010 | 70,000 | 2,167,200 | ||||||||||||
|
Michael
J. Van Handel
CFO
|
0 | 0 | 29,750 | 921,060 | ||||||||||||
|
Barbara
J. Beck
EVP
and President, EMEA
|
0 | 0 | 17,500 | 541,800 | ||||||||||||
|
Owen
J. Sullivan
EVP
and CEO, Right Management and Jefferson Wells
|
0 | 0 | 17,500 | 541,800 | ||||||||||||
|
Jonas
Prising
EVP
and President, The Americas
|
0 | 0 | 14,000 | 433,400 | ||||||||||||
|
Darryl
Green
EVP
and President, Asia Pacific and Middle East
|
0 | 0 | 0 | 0 | ||||||||||||
|
Françoise
Gri
EVP
and President, France
|
0 | 0 | 0 | 0 | ||||||||||||
Pension
Benefits in 2009
|
Name
& Principal Position
|
Plan
Name
|
Number of
Years
Credited
Service
(#)
|
Present Value of
Accumulated
Benefit
($)(1)
|
Payments
During Last
Fiscal
Year ($)
|
||||||||||||
|
Jeffrey
A. Joerres
CEO
|
U.S. Pension Plans
|
7 | 59,857 | 0 | ||||||||||||
|
Michael
J. Van Handel
CFO
|
U.S.
Pension Plans
|
11 | 68,119 | 0 | ||||||||||||
|
Barbara
J. Beck
EVP
and President, EMEA
|
N/A | — | — | — | ||||||||||||
|
Owen
J. Sullivan
EVP
and CEO, Right Management and Jefferson Wells
|
N/A | — | — | — | ||||||||||||
|
Jonas
Prising
EVP
and President, The Americas
|
N/A | — | — | — | ||||||||||||
|
Darryl
Green
EVP
and President, Asia Pacific and Middle East
|
N/A | — | — | — | ||||||||||||
|
Françoise
Gri
EVP
and President, France
|
N/A | — | — | — | ||||||||||||
|
(1)
|
Present
value has been calculated as of December 31, 2009 assuming a 5.70%
discount rate and retirement occurring at age 65, as well as applying the
2010 Static Mortality Table for Annuitants and Non-Annuitants, as required
for plan financial reporting
purposes.
|
U.S. pension
plans. Manpower maintains both a qualified,
noncontributory defined benefit pension plan for U.S. employees, as well as a
nonqualified, noncontributory, defined benefit deferred compensation plan for
management and other highly compensated employees in the U.S. who are ineligible
to participate in the qualified plan. Together, both plans are referred to
collectively as the “U.S. pension plans.” The U.S. pension plans were frozen as
of February 29, 2000 and all benefits under the U.S. pension plans became
fully vested. The CEO and CFO are each entitled to pension benefits under the
U.S. pension plans.
Under the
U.S. pension plans, a pension is payable upon retirement at age 65 (with five
years of service), or earlier upon termination if the participant has reached
age 55 and has had 20 years of service with Manpower. The pension benefit is
based on years of credited service as of February 29, 2000 and the lesser
of (i) the average annual compensation received during the last five
consecutive calendar years as of February 29, 2000, for employees who had
not retired as of February 29, 2000 or (ii) $261,664. Compensation
covered by the U.S. pension plans is base salary.
Currently,
none of the NEOs are eligible for early retirement under the U.S. pension plans.
The early retirement benefit under the U.S. pension plans is the normal
retirement benefit, reduced by 5/12 of 1% for each month that the participant
retired prior to his normal retirement age.
Nonqualified
Deferred Compensation in 2009
|
Name
& Principal Position
|
Plan
|
Executive
Contributions
in
2009
($)(1)
|
Registrant
Contributions
in
2009
($)
|
Aggregate
Earnings
in
2009
($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance
at
December 31,
2009
($)(2)
|
||||||||||||||||
|
Jeffrey
A. Joerres
|
NQSP
|
76,846 | 38,423 | 552,302 | 0 | 2,320,359 | ||||||||||||||||
|
CEO
|
PBDC
|
0 | 0 | 32,265 | 0 | 1,053,960 | ||||||||||||||||
|
Michael
J. Van Handel
|
NQSP
|
39,048 | 19,524 | 193,698 | 0 | 878,680 | ||||||||||||||||
|
CFO
|
PBDC
|
0 | 0 | 16,910 | 0 | 552,378 | ||||||||||||||||
|
Barbara
J. Beck
|
NQSP
|
0 | 0 | 5,303 | 0 | 22,967 | ||||||||||||||||
|
EVP
and President, EMEA
|
PBDC
|
0 | 0 | 13,567 | 0 | 443,172 | ||||||||||||||||
|
Owen
J. Sullivan
|
NQSP
|
40,320 | 20,160 | 90,336 | 0 | 412,492 | ||||||||||||||||
|
EVP
and CEO, Right Management and Jefferson Wells
|
PBDC
|
0 | 0 | 12,887 | 0 | 420,949 | ||||||||||||||||
|
Jonas
Prising
|
NQSP
|
51,587 | 13,114 | 96,873 | 0 | 374,931 | ||||||||||||||||
|
EVP
and President, The Americas
|
||||||||||||||||||||||
|
Darryl
Green
|
NQSP
|
0 | 0 | 0 | 0 | 0 | ||||||||||||||||
|
EVP
and President, Asia Pacific and Middle East
|
||||||||||||||||||||||
|
Françoise
Gri
|
N/A
|
0 | 0 | 0 | 0 | 0 | ||||||||||||||||
|
EVP
and President, France
|
||||||||||||||||||||||
|
(1)
|
These
amounts reflect contributions made by the NEOs from their 2009 salary,
which amounts were also included in the salary column for each NEO in the
Summary Compensation Table. Of the amounts disclosed in this
column for the Nonqualified Savings Plan, the following contributions are
attributable to a portion of the 2008 annual incentive, which was
disclosed in the 2008 Summary Compensation Table: Mr. Joerres — $18,000;
Mr. Van Handel —
$6,600; Mr. Sullivan — $15,120; and
Mr. Prising — $13,125.
|
|
(2)
|
Of
the amounts disclosed in this column for the Nonqualified Savings Plan,
the following amounts were previously reported in the Summary Compensation
Table in either 2009 or prior to 2009: Mr. Joerres — $1,897,779;
Mr. Van Handel — $752,018; Ms. Beck — $11,507; Mr. Sullivan
— $345,565; and Mr. Prising — $371,363. The difference between the
amounts disclosed in this footnote and the amounts disclosed in the above
column for the Nonqualified Savings Plan reflect earnings (and losses) on
the contributions, any salary or bonus deferrals by the executive prior to
becoming a NEO, and any company contributions prior to the executive
becoming an NEO. Of the amounts disclosed in this column for the
Performance-Based Deferred Compensation Plan, the following amounts were
previously reported in the Summary Compensation Table in either 2004 or
2005: Mr. Joerres — $873,190; Mr. Van Handel — $457,638; and
Ms. Beck — $367,162. The difference between the amounts disclosed in
this footnote and the amounts disclosed in the above column for the
Performance-Based Deferred Compensation Plan reflect earnings on the
contributions and, with regard to Mr. Sullivan, company contributions
prior to Mr. Sullivan becoming an
NEO.
|
|
|
Nonqualified Deferred
Compensation in 2009
|
Nonqualified
Savings Plan. Pursuant to the
Nonqualified Savings Plan, certain executives, including the CEO, CFO, Ms.
Beck, Mr. Sullivan, Mr. Prising, and Mr. Green may
defer a portion of their salary and incentive awards. Salary deferral elections
must be made by the NEOs before December 31 of the year prior to the year
in which it will be earned. Incentive deferral elections are made by the NEOs in
June of each year for the incentive they will earn during such year. The NEOs
are permitted to defer up to 50% of their salary and 50% of their annual
incentive under the plan. Pursuant to the plan, the NEOs, as well as all other
plan participants, may receive a matching amount of 50% of the deferrals they
have made during the year, up to a maximum of 6% of their annual compensation.
In addition, pursuant to the plan, Manpower may make a discretionary profit
sharing contribution to participants in the plan. During 2009, Manpower did not
make a profit sharing contribution under the plan. Manpower’s contributions to a
participant’s account under the plan (both matching contributions and profit
sharing contributions) are not fully vested until a participant has at least
five years of credited service with Manpower. All of the NEOs who participate in
the plan were fully vested in their matching contributions and profit sharing
contributions as of December 31, 2009.
The
investment alternatives available to the NEOs under the Nonqualified Savings
Plan are selected by Manpower and may be changed from time to time. The NEOs are
permitted to change their investment elections at any time on a prospective
basis. The table below shows the funds available under the plan and their annual
rate of return for the calendar year ended December 31,
2009.
|
Name
of Fund
|
Annual Return
|
|
|
Fidelity
Contrafund
|
29.23%
|
|
|
John
Hancock Classic Value I
|
36.46%
|
|
|
Fidelity
Spartan U.S. Equity Index
|
26.51%
|
|
|
T.
Rowe Price Institutional Large Cap Value
|
28.09%
|
|
|
Fidelity
Spartan Extended Market Index
|
36.65%
|
|
|
Lord
Abbott Small Cap Value
|
30.23%
|
|
|
TimesSquare
Small Cap Growth
|
35.52%
|
|
|
Chesapeake
Core Growth Fund
|
39.24%
|
|
|
Dodge &
Cox International Stock
|
47.46%
|
|
|
Fidelity
Freedom 2000 Fund
|
16.49%
|
|
|
Fidelity
Freedom 2005 Fund
|
23.40%
|
|
|
Fidelity
Freedom 2010 Fund
|
24.82%
|
|
|
Fidelity
Freedom 2015 Fund
|
25.62%
|
|
|
Fidelity
Freedom 2020 Fund
|
28.86%
|
|
|
Fidelity
Freedom 2025 Fund
|
30.03%
|
|
|
Fidelity
Freedom 2030 Fund
|
30.57%
|
|
|
Fidelity
Freedom 2035 Fund
|
31.26%
|
|
|
Fidelity
Freedom 2040 Fund
|
31.65%
|
|
|
Fidelity
Freedom 2045 Fund
|
32.04%
|
|
|
Fidelity
Freedom 2050 Fund
|
32.47%
|
|
|
Fidelity
Freedom Income Fund
|
16.12%
|
|
|
Fidelity
Short Term Bond
|
7.35%
|
|
|
Vanguard
Total Bond Market Index Fund
|
5.93%
|
|
|
Western
Asset Core FI
|
23.37%
|
|
|
Fidelity
Retirement Money Market
|
0.63%
|
Benefits
paid under the Nonqualified Savings Plan will be paid to the NEOs upon their
termination of employment, either in a lump sum, in five annual installments or
in ten annual installments, as elected by the NEOs in accordance with the plan
rules.
Performance-Based
Deferred Compensation Plan. The CEO, CFO,
Ms. Beck and Mr. Sullivan each have participated in the
Performance-Based Deferred Compensation Plan, earning deferred compensation upon
the achievement of earnings per share and economic profit goals in 2004 and
2005. Though the plan was frozen in February 2006, the executives will continue
to accrue earnings on such amounts in accordance with the plan. Specifically,
the plan allows the executive compensation and human resources
committee to determine the rate of return from time to time. Currently, the rate
of return is equal to the effective yield on ten-year Treasury notes plus 100
basis points at the beginning of each year. A detailed discussion regarding the
vesting conditions that will entitle an executive to benefits under this plan
can be found in the narrative accompanying the Post-Termination Benefits and
Change of Control Tables below. Participants will receive any vested benefits
under this plan upon their termination of employment, payable in cash or shares
of Manpower’s common stock (in Manpower’s sole discretion), in a lump sum or in
such number of annual installments (between five and fifteen) as elected by the
participant in accordance with the plan rules. Upon a change of control, the
participants receive a distribution of such benefits in a lump sum at such
time.
Termination
of Employment and Change of Control Arrangements
Manpower
has entered into severance agreements (which include change of control benefits)
with each of the CEO and CFO and other NEOs. Each agreement has a two or
three-year term, and such term is automatically extended for two years to the
extent there is a change of control of Manpower within the two-year period prior
to the expiration of the original term of the agreement. In addition to these
severance agreements, a number of the equity grants and benefit plans in which
the CEO and CFO and other NEOs are participants contain vesting provisions that
are triggered upon a change of control of Manpower and/or certain terminations
of employment. Generally, benefits under these arrangements are triggered upon
the involuntary termination of the executive’s employment not for cause or upon
the voluntary termination of employment for good reason. Terminations for other
reasons (such as retirement, death, disability or a change of control) also
trigger enhanced benefits under certain of these arrangements. The tables which
follow the descriptions of these arrangements illustrate the amount of enhanced
benefits the CEO and CFO and other NEOs would receive under all such
arrangements if their employment had been terminated on December 31, 2009
for the reasons specified within the tables or upon a change of control of
Manpower on such date.
Severance
agreements. Manpower has entered into severance
agreements with all of the NEOs. In November 2009, Manpower entered into
severance agreements with Mr. Prising, Ms. Beck and Mr. Sullivan which replaced
their prior severance agreements that expired in May 2009 (and September 2009
for Mr. Sullivan). These new severance agreements expire in May 2012 (September
2012 for Mr. Sullivan), three years after the expiration date of the replaced
severance agreements. Aside from the new term and other minor
modifications, these severance agreements are in substantially the same form as
the severance agreements that were replaced. All other NEOs have severance
agreements which provide similar benefits. Under the severance
agreements, upon the involuntary termination of the NEO’s employment (other than
for cause, as defined in the agreements and described in the Compensation
Discussion and Analysis included in this annual report) or upon the voluntary
termination of employment by the NEO for good reason (as defined in the
agreements and described in the Compensation Discussion and Analysis included in
this annual report), the NEO is entitled to receive a severance payment equal to
the sum of the executive’s base salary and annual incentive. The severance
payment to the CEO is capped at 2 1/2 times his base salary in effect at the
time of the termination, while the CFO’s severance payment is capped at 2 times
his base salary in effect at the time of the termination. There is no cap
applicable to the other NEOs. In the event an NEO’s termination occurs in the
two-year period following a change of control of Manpower or during a “protected
period” (generally, the six-month period prior to a change of control), the
severance payment payable to the CEO and CFO is equal to three times the sum of
his base salary and annual incentive, while the severance payment to all of the
other NEOs is equal to two times the sum of his or her salary and annual
incentive. The cap described above for the CEO and the CFO does not apply in the
event of a change of control. The determination of the amount of the annual
incentive used to calculate the severance payment will vary depending on the
circumstances surrounding the termination and is further detailed in the
footnotes accompanying the illustrative tables below.
All
severance payments under the NEOs’ agreements will be paid in a lump sum within
30 days following the date of termination (except in the case of Ms. Gri,
whose severance payments will be paid in a lump sum six months after the date of
termination).
Under the
severance agreements, all of the NEOs are bound by non-competition agreements in
favor of Manpower for the one-year period following the termination of their
employment for any reason, except where the termination occurs within the
two-year period following a change of control or during a protected period and
is either involuntary (other than for cause) or is for good reason.
Under the
severance agreements, upon the NEO’s (i) involuntary termination (other
than for cause), (ii) voluntary termination for good reason or
(iii) termination due to the death or disability of the NEO, the NEOs are
entitled to receive a prorated incentive for the year in which termination
occurs or, if such a termination occurs within the two-year period following a
change of control or during a protected period, a target incentive for the full
year in which termination occurs.
With the
exception of Ms. Gri’s agreement, Manpower has agreed to pay for continued
health insurance for the NEOs and their families for a 12-month period following
an involuntary termination of their employment (other than for cause) or a
voluntary termination of their employment for good reason. Furthermore, if such
a termination occurs within the two-year period following a change of control or
during a protected period, then Manpower has agreed to pay for continued health
insurance for the NEOs and their families for an 18-month period.
In
addition, following an involuntary termination of the NEO’s employment (other
than for cause) or a voluntary termination of the NEO’s employment for good
reason, Manpower will pay for outplacement services for up to one year following
the NEO’s termination. This benefit is not included in the CEO’s and CFO’s
agreements.
If any
payments to be made to the CEO or CFO under the agreements, as well as any other
payments made to them under any plan, agreement or otherwise, are characterized
as excess parachute payments under Section 280G of the Internal Revenue
Code and are subject to the 20% excise tax imposed on such payments under
Section 4999 of the Internal Revenue Code, he is entitled to a tax gross up
payment. For the other NEOs, if any payments to be made under the agreements,
when added to any other payment or benefit to be received by them in connection
with a change of control or termination of employment, would be characterized as
excess parachute payments under Section 280G of the Internal Revenue Code
and would be subject to the 20% excise tax under Section 4999 of the
Internal Revenue Code, where such a reduction would benefit the NEO on an
after-tax basis, the amount of the severance payment under the agreement will be
reduced to the maximum amount to which excise tax would not apply.
Stock
options. Each of the NEOs holds unvested stock
options granted under the 2003 Equity Incentive Plan. Unvested stock options
granted to the NEOs prior to 2008 immediately vest upon a change of control of
Manpower or upon the NEO’s involuntary termination of employment during a
protected period (generally, the six-month period prior to a change of control).
Under the terms of the stock option agreements that Manpower entered into with
each of the NEOs for the 2008 and 2009 grants, unvested options immediately vest
upon the NEO’s death or disability. For such grants, upon a change of
control where the options are converted on a tax free basis or where Manpower’s
shares remain publicly traded, the options only accelerate vesting in the event
of the NEO’s involuntary termination of employment (other than for cause) or a
voluntary termination of employment for good reason during a protected period or
within two years following a change of control. Alternatively, upon a
change of control of Manpower where Manpower’s shares do not remain publicly
traded or where a publicly traded acquirer does not convert the options into
options over the acquirer’s shares on a tax free basis, such options immediately
vest upon the change of control. For purposes of these stock option
agreements, the definitions of cause and good reason are the same as those used
in the NEO’s severance agreements.
Under the
terms of the stock option agreements that Manpower has entered into with each of
the CEO and the CFO for grants prior to 2008, the stock options they hold will
become fully vested upon their death or disability. For options granted prior to
2007, the stock options held by the CEO and the CFO will also become fully
vested upon either (i) an involuntary termination of employment (other than
for cause) or (ii) a voluntary termination of employment for good reason.
For purposes of these agreements, the definitions of cause and good reason are
the same as those used in the NEOs’ severance agreements.
Under the
terms of the equity plan and the stock option agreements between Manpower and
the other NEOs for grants prior to 2008, upon the termination of the NEO’s
employment due to a death or disability, any unvested stock options will become
vested to the extent they would have otherwise become vested if the NEO had
remained employed by Manpower for the three-year period following such
termination.
Restricted stock /
career shares / restricted stock units. The
CEO and certain other NEOs currently hold unvested restricted stock, restricted
stock units or career shares (restricted stock or restricted stock units that
vest completely on a single date several years into the future, for example,
four, five or six years) granted under the 2003 Equity Incentive Plan. Under the
terms of the plan, an NEO will become fully vested in the shares of restricted
stock or restricted stock units upon a termination of their employment due to
death or disability.
Under the
terms of the plan, as well as the award agreements Manpower has entered into
with the CEO and the other NEOs, for all restricted stock or restricted stock
unit awards granted prior to 2006, as well as the restricted stock unit award
granted to Mr. Green in 2007, the NEO will become fully vested in the
shares upon (i) a change of control of Manpower, (ii) the involuntary
termination of executive’s employment during a protected period or
(iii) the termination of the NEO’s employment due to “retirement.” Here,
“retirement” means a termination of employment after the NEO has reached age 65
and has completed 20 years of service with Manpower.
For all
restricted stock awards granted to the CEO and CFO prior to 2006, in addition to
the above terms, all unvested shares of restricted stock will become fully
vested upon the NEO’s involuntary termination of employment (other than for
cause) or voluntary termination of employment for good reason. Cause and good
reason have the same meaning as in the NEO’s severance agreements.
For
grants of restricted stock made to the CEO and CFO in 2006, as well as to
Messrs. Sullivan and Prising in 2007 (all granted as career shares), any
unvested shares will become fully vested upon the NEO’s termination of
employment due to “retirement.” Here, “retirement” means the termination of the
NEO’s employment on or after he has reached age 55 and has completed ten years
of service with Manpower. In addition, in the event of the NEO’s involuntary
termination of employment (other than for cause) or a voluntary termination for
good reason, the NEO will become vested in a pro rata number of shares based
upon the number of days that have elapsed during the vesting period prior to
such a termination of employment. The grant of career shares made to the CEO in
2008 has similar terms, except that he will become fully vested in the shares
upon a change of control of Manpower or upon his involuntary termination during
a protected period where, in connection with the change of control, Manpower’s
shares do not remain publicly traded or where a publicly traded acquirer does
not convert the shares into the acquirer’s shares on a tax-free basis. If the
shares are converted in such a manner or where Manpower’s shares remain publicly
traded, he will become fully vested upon either an involuntary termination
(without cause) or a voluntary termination for good reason during a protected
period or within two years following the change of control. Cause and good
reason have the same meaning as in the NEOs’ severance agreements.
In 2009,
grants of restricted stock units were made to all NEOs and grants of career
shares were made to Mses. Beck and Gri and Messrs. Prising and
Green. Under these grants, any unvested units will become fully
vested upon the NEO’s termination of employment due to death, disability, or
“retirement.” Here, “retirement” means the termination of the NEO’s employment
on or after the NEO has reached age 55 and has completed ten years of service
with Manpower. Upon a change of control where the units are converted
on a tax free basis or where Manpower’s shares remain publicly traded, the units
only accelerate vesting in the event of the NEO’s involuntary termination of
employment (other than for cause) or a voluntary termination of employment for
good reason during a protected period or within two years following a change of
control. Alternatively, upon a change of control of Manpower where
Manpower’s shares do not remain publicly traded or where a publicly traded
acquirer does not convert the units into units based on the acquirer’s shares on
a tax free basis, such units immediately vest upon the change of control. Cause
and good reason have the same meaning as in the NEOs’ severance
agreements. In addition, for the grants of career shares made to
Mses. Beck and Gri and Messrs. Prising and Green in 2009, in the event of the
NEO’s involuntary termination of employment (other than for cause) or a
voluntary termination for good reason, the NEO will become vested in a pro rata
number of units based upon the number of days that have elapsed during the
vesting period prior to such a termination of employment.
Performance share
units. Each
of the CEO and the other NEOs received grants of performance share units in 2007
and 2008 which were unvested at the end of 2009.
For
grants made in 2007, upon an NEO’s termination of employment due to death,
disability or “retirement,” the NEO will receive a pro rata number of shares
based on both the NEO’s target grant and the number of days that have elapsed
during the performance period as of the date of termination. Here, “retirement”
means the termination of the NEO’s employment after he has reached age 55 and
has completed ten years of service with Manpower. Upon an NEO’s involuntary
termination of employment (other than for cause) or voluntary termination for
good reason, if such termination occurs within the two-year period following a
change of control or during a protected period, the NEO will become vested in
the full amount of shares that would have otherwise been payable to him or her
if he or she had remained employed by Manpower through the end of the
performance period, assuming the target performance goal for the award had been
achieved. Here again, cause and good reason have the same meaning as in the
NEOs’ severance agreements. Note that while the 2007 grants were
outstanding as of December 31, 2009, as discussed previously, the performance
goals for these awards were not achieved, the awards were not earned and have
since expired. The grants made in 2008 have similar terms, except that upon an
NEO’s termination of employment due to “retirement,” the NEO will receive a pro
rata number of shares based on the actual results at the end of the performance
period, rather than the target amount. In addition, under the terms of the 2008
grants, upon a change of control of Manpower, the NEO will become vested in a
pro rata number of shares based both on the actual results as of the date of the
change of control and the number of days that have elapsed during the
performance period as of the date of the change of control.
Performance-Based
Deferred Compensation Plan. The
benefits payable to the CEO and certain other NEOs under the Senior Management
Performance-Based Deferred Compensation Plan that was frozen in February 2006
vest upon a change of control or upon an NEO’s “retirement” or upon an NEO’s
termination of employment due to his or her death or disability. For purposes of
this plan, “retirement” means an NEO has reached age 62 or has reached age 50
and has completed 15 years of service with Manpower. The CEO and CFO are fully
vested in their benefits under this plan and therefore, would not receive any
enhanced benefit upon a change of control or their death, disability or
retirement.
Nonqualified
Savings Plan. The
amount of any unvested benefits under the Nonqualified Savings Plan will become
vested upon a participant’s death, disability or retirement. For purposes of
this plan, “retirement” means an NEO terminates employment after he or she has
(i) reached age 60, (ii) has reached age 55 and completed 20 years of
service with Manpower or (iii) has reached age 55, and Manpower determines
that the retirement is bona fide and that the NEO will not perform services for
any competitor of Manpower. The CEO and each of the other NEOs that participate
in this plan are already fully vested in their benefits under this plan and
therefore, would not receive any enhanced benefit upon their death, disability
or retirement.
Post-Termination
and Change of Control Benefits
Jeffrey
A. Joerres, CEO(1)
|
Death($)
|
Disability($)
|
Involuntary
Termination
or
Good
Reason –
no
COC($)
|
Triggering
Event(2)
|
For
Cause($)
|
Voluntary($)
|
Retirement($)
|
||||||||||||||||||||||||||
|
Single
Trigger
(COC only)($)
|
Double
Trigger
(COC +
Termination)($)
|
|||||||||||||||||||||||||||||||
|
Severance
Payment(3)
|
n/a | n/a | 2,500,000 | n/a | 7,500,000 | n/a | n/a | n/a | ||||||||||||||||||||||||
|
Prorated
Incentive(4)
|
1,500,000 | 1,500,000 | 375,000 | n/a | 1,500,000 | n/a | n/a | n/a | ||||||||||||||||||||||||
|
Options(5)
|
5,963,500 | 5,963,500 | 58,500 | 58,500 | 5,905,000 | n/a | n/a | n/a | ||||||||||||||||||||||||
|
Performance
Share Units(6)
|
4,657,228 | 4,657,228 | n/a | 0 | 2,456,100 | n/a | n/a | 2,456,100 | ||||||||||||||||||||||||
|
Restricted
Stock/ Restricted Stock Units/Career Shares(7)
|
9,322,209 | 9,322,209 | 4,503,692 | 2,456,100 | 4,955,809 | n/a | n/a | 9,322,209 | ||||||||||||||||||||||||
|
Health
Benefits
|
n/a | n/a | 11,647 | n/a | 17,850 | n/a | n/a | n/a | ||||||||||||||||||||||||
|
280G
Gross Up
|
n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||
|
Totals
|
21,442,937 | 21,442,937 | 7,448,839 | 2,514,600 | 22,334,759 | n/a | n/a | 11,778,309 | ||||||||||||||||||||||||
|
(1)
|
The
term of the CEO’s current severance agreement expires on February 20,
2011.
|
|
(2)
|
The
“single trigger” column calculates the amounts that are earned upon a
change of control of Manpower without regard to whether a termination
occurs, while the “double trigger” column calculates the amounts earned
upon an involuntary termination (other than for cause) or a voluntary
termination for good reason that occurs during a protected period
(generally, six months prior to a change of control) or within the
two-year period following a change of control. Amounts in the “double
trigger” column do not include amounts that are earned solely upon a
change of control. Accordingly, in a double trigger scenario, the total
amounts in the columns (“single trigger” and “double trigger”) need to be
combined for a complete calculation of the amounts that are earned. This
combined amount would be
$24,849,359.
|
|
(3)
|
The
amount of the severance payment under the CEO’s severance agreement is
equal to his base salary effective as of the date of the termination
(here, $1,000,000) and his target bonus for the year of the termination
(here, $1,500,000). In a double trigger scenario, the amount of his
severance payment is multiplied by
three.
|
|
(4)
|
In
the case of his involuntary termination (other than for cause) or
voluntary termination for good reason, the amount of the prorated
incentive payable to the CEO under his severance agreement is based on the
actual incentive earned for 2009 for the financial objectives and the
target amount for the operating objectives. In the event of a death,
disability, or certain terminations following a change of control, the
prorated incentive is based on the target incentive for the year of
termination. No proration has been applied here as this table illustrates
the effect of such a termination on December 31, 2009. Note that an
incentive amount has also been reported as 2009 compensation for the CEO
in the Summary Compensation Table, as well as in the Grants of Plan-Based
Awards Table.
|
|
(5)
|
The
value of stock options is illustrated here by measuring the difference
between the closing stock price on December 31, 2009 ($54.58) and the
exercise price of each unvested stock option held by the CEO on such date.
For stock options granted in 2008 and later, as described above, depending
on the circumstances surrounding a change of control event, the options
may vest upon a double trigger scenario or upon a single trigger
scenario. In order to avoid duplication of the values in this
illustration, the value of such stock options is disclosed in the double
trigger column only.
|
|
(6)
|
The
value of performance share units is illustrated here by measuring the
value of the number of shares payable under unvested awards using the
closing stock price on December 31, 2009
($54.58).
|
|
(7)
|
The
value of unvested restricted stock, restricted stock units and career
shares is illustrated here by measuring the value of the number of shares
payable under unvested awards using the closing stock price on
December 31, 2009 ($54.58). For restricted stock units granted in
2009 and career shares granted in 2008, as described above, depending on
the circumstances surrounding a change of control event, the shares or
units may vest upon a double trigger scenario or upon a single trigger
scenario. In order to avoid duplication of the values in this
illustration, the value of such shares or units is disclosed in the double
trigger column only.
|
Post-Termination
and Change of Control Benefits
Michael
J. Van Handel, CFO(1)
|
Death($)
|
Disability($)
|
Involuntary
Termination
or
Good
Reason
– no
COC($)
|
Triggering
Event(2)
|
For
Cause($)
|
Voluntary($)
|
Retirement($)
|
||||||||||||||||||||||
|
Single
Trigger
(COC only)($)
|
Double
Trigger
(COC
+
Termination)($)
|
|||||||||||||||||||||||||||
|
Severance
Payment(3)
|
n/a | n/a | 1,100,000 | n/a | 3,300,000 | n/a | n/a | n/a | ||||||||||||||||||||
|
Prorated
Incentive(4)
|
550,000 | 550,000 | 137,500 | n/a | 550,000 | n/a | n/a | n/a | ||||||||||||||||||||
|
Options(5)
|
1,909,850 | 1,909,850 | 20,250 | 20,250 | 1,889,600 | n/a | n/a | n/a | ||||||||||||||||||||
|
Performance
Share Units(6)
|
1,665,288 | 1,665,288 | n/a | 0 | 818,700 | n/a | n/a | 818,700 | ||||||||||||||||||||
|
Restricted
Stock/ Restricted Stock Units/ Career Shares(7)
|
1,927,766 | 1,927,766 | 703,013 | 491,220 | 1,109,066 | n/a | n/a | 1,927,766 | ||||||||||||||||||||
|
Health
Benefits
|
n/a | n/a | 11,897 | n/a | 18,234 | n/a | n/a | n/a | ||||||||||||||||||||
|
280G
Gross Up
|
n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||
|
Totals
|
6,052,904 | 6,052,904 | 1,972,660 | 511,470 | 7,685,600 | n/a | n/a | 2,746,466 | ||||||||||||||||||||
|
(1)
|
The
term of the CFO’s current severance agreement expires on February 20,
2011.
|
|
(2)
|
The
“single trigger” column calculates the amounts that are earned upon a
change of control of Manpower without regard to whether a termination
occurs, while the “double trigger” column calculates the amounts earned
upon an involuntary termination (other than for cause) or a voluntary
termination for good reason that occurs during a protected period
(generally, six months prior to a change of control) or within the
two-year period following a change of control. Amounts in the “double
trigger” column do not include amounts that are earned solely upon a
change of control. Accordingly, in a double trigger scenario, the total
amounts in the columns (“single trigger” and “double trigger”) need to be
combined for a complete calculation of the amounts that are earned. This
combined amount would be
$8,197,070.
|
|
|
|
|
(3)
|
The
amount of the severance payment under the CFO’s severance agreement is
equal to his base salary effective as of the date of the termination
(here, $550,000) and his target incentive (here, $550,000). In a double
trigger scenario, the amount of his severance payment is multiplied by
three.
|
|
(4)
|
In
the case of his involuntary termination (other than for cause) or
voluntary termination for good reason, the amount of the prorated
incentive payable to the CFO under his severance agreement is based on the
actual incentive earned for 2009 for the financial objectives and the
target amount for the operating objectives. In the event of a death,
disability, or certain terminations following a change of control, the
prorated incentive is based on the target incentive for the year of
termination. No proration has been applied here as this table illustrates
the effect of such a termination on December 31, 2009. Note that an
incentive amount has also been reported as 2009 compensation for the CFO
in the Summary Compensation Table, as well as in the Grants of Plan-Based
Awards Table.
|
|
(5)
|
The
value of stock options is illustrated here by measuring the difference
between the closing stock price on December 31, 2009 ($54.58) and the
exercise price of each unvested stock option held by the CFO on such date.
For stock options granted in 2008 and later, as described above, depending
on the circumstances surrounding a change of control event, the options
may vest upon a double trigger scenario or upon a single trigger
scenario. In order to avoid duplication of the values in this
illustration, the value of such stock options is disclosed in the double
trigger column only.
|
|
(6)
|
The
value of performance share units is illustrated here by measuring the
value of the number of shares payable under unvested awards using the
closing stock price on December 31, 2009
($54.58).
|
|
(7)
|
The
value of unvested restricted stock, restricted stock units and career
shares is illustrated here by measuring the value of the number of shares
payable under unvested awards using the closing stock price on
December 31, 2009 ($54.58). For restricted stock units granted in
2009, as described above, depending on the circumstances surrounding a
change of control event, the units may vest upon a double trigger scenario
or upon a single trigger scenario. In order to avoid
duplication of the values in this illustration, the value of such units is
disclosed in the double trigger column
only.
|
Post-Termination
and Change of Control Benefits
Barbara
J. Beck, EVP and President, EMEA(1)
|
Death($)
|
Disability($)
|
Involuntary
Termination
or
Good
Reason
– no
COC($)
|
Triggering
Event(2)
|
For
Cause($)
|
Voluntary($)
|
Retirement($)
|
||||||||||||||||||||||
|
Single
Trigger
(COC only)($)
|
Double
Trigger
(COC
+
Termination)($)
|
|||||||||||||||||||||||||||
|
Severance
Payment
|
n/a | n/a | 805,000 | (3) | n/a | 1,610,000 | (4) | n/a | n/a | n/a | ||||||||||||||||||
|
Prorated
Incentive(5)
|
345,000 | 345,000 | 86,250 | n/a | 345,000 | n/a | n/a | n/a | ||||||||||||||||||||
|
Options(6)
|
849,304 | 849,304 | n/a | 22,604 | 826,700 | n/a | n/a | n/a | ||||||||||||||||||||
|
Performance
Share Units(7)
|
619,105 | 619,105 | n/a | 0 | 382,060 | n/a | n/a | 382,060 | ||||||||||||||||||||
|
Restricted
Stock/ Restricted Stock Units/ Career Shares(8)
|
1,104,699 | 1,104,699 | 72,419 | 272,900 | 831,799 | n/a | n/a | 1,104,699 | ||||||||||||||||||||
|
Health
Benefits
|
n/a | n/a | 9,579 | n/a | 14,680 | n/a | n/a | n/a | ||||||||||||||||||||
|
Outplacement
|
n/a | n/a | 25,000 | n/a | 25,000 | n/a | n/a | n/a | ||||||||||||||||||||
|
Performance
Based Deferred Compensation
|
443,172 | 443,172 | n/a | 443,172 | n/a | n/a | n/a | 443,172 | ||||||||||||||||||||
|
Totals
|
3,361,280 | 3,361,280 | 998,248 | 738,676 | 4,035,239 | n/a | n/a | 1,929,931 | ||||||||||||||||||||
|
(1)
|
The
term of Ms. Beck’s severance agreement expires on May 12,
2012.
|
|
(2)
|
The
“single trigger” column calculates the amounts that are earned upon a
change of control of Manpower without regard to whether a termination
occurs, while the “double trigger” column calculates the amounts earned
upon an involuntary termination (other than for cause) or a voluntary
termination for good reason that occurs during a protected period
(generally, six months prior to a change of control) or within the
two-year period following a change of control. Amounts in the “double
trigger” column do not include amounts that are earned solely upon a
change of control. Accordingly, in a double trigger scenario, the total
amounts in the columns (“single trigger” and “double trigger”) need to be
combined for a complete calculation of the amounts that are earned. This
combined amount would be
$4,773,915.
|
|
(3)
|
The
amount of the severance payment under Ms. Beck’s severance agreement
is equal to her annual base salary at the highest rate in effect during
the term of the agreement (here, $460,000) and her target annual incentive
for the fiscal year in which the termination occurs (here,
$345,000).
|
|
(4)
|
In
a double trigger scenario, the amount of the severance payment would be
equal to two times the sum of: (x) annual base salary at the highest
rate in effect during the term of the agreement (here, $460,000) and
(y) the target annual incentive for year in which change of control
occurs (here, $345,000).
|
|
(5)
|
In
the case of her involuntary termination (other than for cause) or
voluntary termination for good reason, the amount of the prorated
incentive payable to her under her severance agreement is based on the
actual incentive earned for 2009 for the financial objectives and the
target amount for the operating objectives. In the event of a death,
disability, or certain terminations following a change of control, the
prorated incentive is based on the target incentive for the year of
termination. No proration has been applied here as this table illustrates
the effect of such a termination on December 31, 2009. Note that an
incentive amount has also been reported as 2009 compensation for her in
the Summary Compensation Table, as well as in the Grants of Plan-Based
Awards Table.
|
|
(6)
|
The
value of stock options is illustrated here by measuring the difference
between the closing stock price on December 31, 2009 ($54.58) and the
exercise price of each unvested stock option held by Ms. Beck on such
date. For stock options granted in 2008 and later, as described above,
depending on the circumstances surrounding a change of control event, the
options may vest upon a double trigger scenario or upon a single trigger
scenario. In order to avoid duplication of the values in this
illustration, the value of such stock options is disclosed in the double
trigger column only.
|
|
(7)
|
The
value of performance share units is illustrated here by measuring the
value of the number of shares payable under unvested awards using the
closing stock price on December 31, 2009
($54.58).
|
|
(8)
|
The
value of unvested restricted stock, restricted stock units and career
shares is illustrated here by measuring the value of the number of shares
payable under unvested awards using the closing stock price on
December 31, 2009 ($54.58). For restricted stock units and career
shares granted in 2009, as described above, depending on the circumstances
surrounding a change of control event, the shares or units may vest upon a
double trigger scenario or upon a single trigger scenario. In
order to avoid duplication of the values in this illustration, the value
of such shares or units is disclosed in the double trigger column
only.
|
Post-Termination
and Change of Control Benefits
Owen
J. Sullivan, EVP and CEO, Right Management and Jefferson Wells(1)
|
Death($)
|
Disability($)
|
Involuntary
Termination
or
Good
Reason
– no
COC($)
|
Triggering
Event(2)
|
For
Cause($)
|
Voluntary($)
|
Retirement($)
|
||||||||||||||||||||||||
|
Single
Trigger
(COC only)($)
|
Double
Trigger
(COC
+
Termination)($)
|
|||||||||||||||||||||||||||||
|
Severance
Payment
|
n/a | n/a | 735,000 | (3) | n/a | 1,470,000 | (4) | n/a | n/a | n/a | ||||||||||||||||||||
|
Prorated
Incentive(5)
|
315,000 | 315,000 | 252,000 | n/a | 315,000 | n/a | n/a | n/a | ||||||||||||||||||||||
|
Options(6)
|
838,409 | 838,409 | n/a | 11,709 | 826,700 | n/a | n/a | n/a | ||||||||||||||||||||||
|
Performance
Share Units(7)
|
677,469 | 677,469 | n/a | 0 | 491,220 | n/a | n/a | 491,220 | ||||||||||||||||||||||
|
Restricted
Stock/ Restricted Stock Units/ Career Shares(8)
|
908,430 | 908,430 | 65,454 | 272,900 | 564,533 | n/a | n/a | 908,430 | ||||||||||||||||||||||
|
Health
Benefits
|
n/a | n/a | 12,548 | n/a | 19,230 | n/a | n/a | n/a | ||||||||||||||||||||||
|
Outplacement
|
n/a | n/a | 25,000 | n/a | 25,000 | n/a | n/a | n/a | ||||||||||||||||||||||
|
Performance
Based Deferred Compensation
|
420,949 | 420,949 | n/a | 420,949 | n/a | n/a | n/a | 420,949 | ||||||||||||||||||||||
|
Totals
|
3,160,257 | 3,160,257 | 1,090,002 | 705,558 | 3,711,683 | n/a | n/a | 1,820,599 | ||||||||||||||||||||||
|
(1)
|
The
term of Mr. Sullivan’s severance agreement expires on
September 6, 2012.
|
|
(2)
|
The
“single trigger” column calculates the amounts that are earned upon a
change of control of Manpower without regard to whether a termination
occurs, while the “double trigger” column calculates the amounts earned
upon an involuntary termination (other than for cause) or a voluntary
termination for good reason that occurs during a protected period
(generally, six months prior to a change of control) or within the
two-year period following a change of control. Amounts in the “double
trigger” column do not include amounts that are earned solely upon a
change of control. Accordingly, in a double trigger scenario, the total
amounts in the columns (“single trigger” and “double trigger”) need to be
combined for a complete calculation of the amounts that are earned. This
combined amount would be
$4,417,241.
|
|
(3)
|
The
amount of the severance payment under Mr. Sullivan’s severance
agreement is equal to his annual base salary at the highest rate in effect
during the term of the agreement (here, $420,000) and his target annual
incentive for the fiscal year in which the termination occurs (here,
$315,000).
|
|
(4)
|
In
a double trigger scenario, the amount of the severance payment would be
equal to two times the sum of: (x) annual base salary at the highest
rate in effect during the term of the agreement (here, $420,000) and
(y) the target annual incentive for year in which change of control
occurs (here, $315,000).
|
|
(5)
|
In
the case of his involuntary termination (other than for cause) or
voluntary termination for good reason, the amount of the prorated
incentive payable to him under his severance agreement is based on the
actual incentive earned for 2009 for the financial objectives and the
target amount for the operating objectives. In the event of a death,
disability, or certain terminations following a change of control, the
prorated incentive is based on the target incentive for the year of
termination. No proration has been applied here as this table illustrates
the effect of such a termination on December 31, 2009. Note that an
incentive amount has also been reported as 2009 compensation for him in
the Summary Compensation Table, as well as in the Grants of Plan-Based
Awards Table.
|
|
(6)
|
The
value of stock options is illustrated here by measuring the difference
between the closing stock price on December 31, 2009 ($54.58) and the
exercise price of each unvested stock option held by Mr. Sullivan on
such date. For stock options granted in 2008 and later, as described
above, depending on the circumstances surrounding a change of control
event, the options may vest upon a double trigger scenario or upon a
single trigger scenario. In order to avoid duplication of the
values in this illustration, the value of such stock options is disclosed
in the double trigger column only.
|
|
(7)
|
The
value of performance share units is illustrated here by measuring the
value of the number of shares payable under unvested awards using the
closing stock price on December 31, 2009
($54.58).
|
|
(8)
|
The
value of unvested restricted stock, restricted stock units and career
shares is illustrated here by measuring the value of the number of shares
payable under unvested awards using the closing stock price on
December 31, 2009 ($54.58). For restricted stock units
granted in 2009, as described above, depending on the circumstances
surrounding a change of control event, the units may vest upon a double
trigger scenario or upon a single trigger scenario. In order to
avoid duplication of the values in this illustration, the value of such
units is disclosed in the double trigger column
only.
|
Post-Termination
and Change of Control Benefits
Jonas
Prising, EVP and President, The Americas(1)
|
Death($)
|
Disability($)
|
Involuntary
Termination
or
Good
Reason
– no
COC($)
|
Triggering
Event(2)
|
For
Cause($)
|
Voluntary($)
|
Retirement($)
|
||||||||||||||||||||||||
|
Single
Trigger
(COC only)($)
|
Double
Trigger
(COC
+
Termination)($)
|
|||||||||||||||||||||||||||||
|
Severance
Payment(3)
|
n/a | n/a | 700,000 | (3) | n/a | 1,400,000 | (4) | n/a | n/a | n/a | ||||||||||||||||||||
|
Prorated
Incentive
|
300,000 | 300,000 | 75,000 | n/a | 300,000 | (5) | n/a | n/a | n/a | |||||||||||||||||||||
|
Options(6)
|
835,700 | 835,700 | n/a | 9,000 | 826,700 | n/a | n/a | n/a | ||||||||||||||||||||||
|
Performance
Share Units(7)
|
694,401 | 694,401 | n/a | 0 | 491,220 | n/a | n/a | 491,220 | ||||||||||||||||||||||
|
Restricted Stock/
Restricted Stock Units/ Career Shares(8)
|
891,346 | 891,346 | 89,593 | 144,910 | 675,440 | n/a | n/a | 891,346 | ||||||||||||||||||||||
|
Health
Benefits
|
n/a | n/a | 9,953 | n/a | 15,254 | n/a | n/a | n/a | ||||||||||||||||||||||
|
Outplacement
|
n/a | n/a | 25,000 | n/a | 25,000 | n/a | n/a | n/a | ||||||||||||||||||||||
|
Totals
|
2,721,447 | 2,721,447 | 899,546 | 153,910 | 3,733,614 | n/a | n/a | 1,382,566 | ||||||||||||||||||||||
|
(1)
|
The
term of Mr. Prising’s severance agreement expires on May 11,
2012.
|
|
(2)
|
The
“single trigger” column calculates the amounts that are earned upon a
change of control of Manpower without regard to whether a termination
occurs, while the “double trigger” column calculates the amounts earned
upon an involuntary termination (other than for cause) or a voluntary
termination for good reason that occurs during a protected period
(generally, six months prior to a change of control) or within the
two-year period following a change of control. Amounts in the “double
trigger” column do not include amounts that are earned solely upon a
change of control. Accordingly, in a double trigger scenario, the total
amounts in the columns (“single trigger” and “double trigger”) need to be
combined for a complete calculation of the amounts that are earned. This
combined amount would be
$3,887,524.
|
|
(3)
|
The
amount of the severance payment under Mr. Prising’s severance
agreement is equal to his annual base salary at the highest rate in effect
during the term of the agreement (here, $400,000) and his target annual
incentive for the fiscal year in which the termination occurs (here,
$300,000).
|
|
(4)
|
In
a double trigger scenario, the amount of the severance payment would be
equal to two times the sum of: (x) annual base salary at the highest
rate in effect during the term of the agreement (here, $400,000) and
(y) the target annual incentive for year in which change of control
occurs (here, $300,000).
|
|
(5)
|
In
the case of his involuntary termination (other than for cause) or
voluntary termination for good reason, the amount of the prorated
incentive payable to him under his severance agreement is based on the
actual incentive earned for 2009 for the financial objectives and the
target amount for the operating objectives. In the event of a death,
disability, or certain terminations following a change of control, the
prorated incentive is based on the target incentive for the year of
termination. No proration has been applied here as this table illustrates
the effect of such a termination on December 31, 2009. Note that an
incentive amount has also been reported as 2009 compensation for him in
the Summary Compensation Table, as well as in the Grants of Plan-Based
Awards Table.
|
|
(6)
|
The
value of stock options is illustrated here by measuring the difference
between the closing stock price on December 31, 2009 ($54.58) and the
exercise price of each unvested stock option held by Mr. Prising on
such date. For stock options granted in 2008 and later, as described
above, depending on the circumstances surrounding a change of control
event, the options may vest upon a double trigger scenario or upon a
single trigger scenario. In order to avoid duplication of the
values in this illustration, the value of such stock options is disclosed
in the double trigger column only.
|
|
(7)
|
The
value of performance share units is illustrated here by measuring the
value of the number of shares payable under unvested awards using the
closing stock price on December 31, 2009
($54.58).
|
|
(8)
|
The
value of unvested restricted stock, restricted stock units and career
shares is illustrated here by measuring the value of the number of shares
payable under unvested awards using the closing stock price on
December 31, 2009 ($54.58). For restricted stock units
granted in 2009, as described above, depending on the circumstances
surrounding a change of control event, the units may vest upon a double
trigger scenario or upon a single trigger scenario. In order to
avoid duplication of the values in this illustration, the value of such
units is disclosed in the double trigger column
only.
|
Post-Termination
Benefit Illustrations
Darryl
Green, EVP and President, Asia Pacific and Middle East(1)
|
Death($)
|
Disability($)
|
Involuntary
Termination
or
Good
Reason
– no
COC($)
|
Triggering
Event(2)
|
For
Cause($)
|
Voluntary($)
|
Retirement($)
|
||||||||||||||||||||||||
|
Single
Trigger
(COC only)($)
|
Double
Trigger
(COC
+
Termination)($)
|
|||||||||||||||||||||||||||||
|
Severance
Payment
|
n/a | n/a | 743,750 | (3) | n/a | 1,487,500 | (4) | n/a | n/a | n/a | ||||||||||||||||||||
|
Prorated
Incentive(5)
|
318,750 | 318,750 | 183,218 | n/a | 318,750 | n/a | n/a | n/a | ||||||||||||||||||||||
|
Options(6)
|
968,420 | 968,420 | n/a | 0 | 968,420 | n/a | n/a | n/a | ||||||||||||||||||||||
|
Performance
Share Units(7)
|
736,701 | 736,701 | n/a | 0 | 682,250 | n/a | n/a | 533,520 | ||||||||||||||||||||||
|
Restricted
Stock Units/ Career Shares(8)
|
1,483,539 | 1,483,539 | 60,350 | 568,560 | 914,979 | n/a | n/a | 1,483,539 | ||||||||||||||||||||||
|
Health
Benefits
|
n/a | n/a | 11,435 | n/a | 17,525 | n/a | n/a | n/a | ||||||||||||||||||||||
|
Outplacement
|
n/a | n/a | 25,000 | n/a | 25,000 | n/a | n/a | n/a | ||||||||||||||||||||||
|
Totals
|
3,507,410 | 3,507,410 | 1,023,753 | 568,560 | 4,414,424 | n/a | n/a | 2,017,059 | ||||||||||||||||||||||
|
(1)
|
The
term of Mr. Green’s severance agreement expires on August 1,
2010.
|
|
(2)
|
The
“single trigger” column calculates the amounts that are earned upon a
change of control of Manpower without regard to whether a termination
occurs, while the “double trigger” column calculates the amounts earned
upon an involuntary termination (other than for cause) or a voluntary
termination for good reason that occurs during a protected period
(generally, six months prior to a change of control) or within the
two-year period following a change of control. Amounts in the “double
trigger” column do not include amounts that are earned solely upon a
change of control. Accordingly, in a double trigger scenario, the total
amounts in the columns (“single trigger” and “double trigger”) need to be
combined for a complete calculation of the amounts that are earned. This
combined amount would be
$4,982,984.
|
|
(3)
|
The
amount of the severance payment under Mr. Green’s severance agreement
is equal to his annual base salary at the highest rate in effect during
the term of the agreement (here, $425,000) and his target annual incentive
for the year of termination (here,
$318,750).
|
|
(4)
|
In
a double trigger scenario, the amount of the severance payment would be
equal to two times the sum of: (x) annual base salary at the highest
rate in effect during the term of the agreement (here, $425,000) and
(y) his target annual incentive for year of termination (here,
$318,750).
|
|
(5)
|
In
the case of his involuntary termination (other than for cause) or
voluntary termination for good reason, the amount of the prorated
incentive payable to him under his severance agreement is based on the
actual incentive earned for 2009 for the financial objectives and the
target amount for the operating objectives. In the event of a death,
disability, or certain terminations following a change of control, the
prorated incentive is based on the target incentive for the year of
termination. No proration has been applied here as this table illustrates
the effect of such a termination on December 31, 2009. Note that an
incentive amount has also been reported as 2009 compensation for him in
the Summary Compensation Table, as well as in the Grants of Plan-Based
Awards Table.
|
|
(6)
|
The
value of stock options is illustrated here by measuring the difference
between the closing stock price on December 31, 2009 ($54.58) and the
exercise price of each unvested stock option held by Mr. Green on
such date. For stock options granted in 2008 and later, as described
above, depending on the circumstances surrounding a change of control
event, the options may vest upon a double trigger scenario or upon a
single trigger scenario. In order to avoid duplication of the
values in this illustration, the value of such stock options is disclosed
in the double trigger column only.
|
|
(7)
|
The
value of performance share units is illustrated here by measuring the
value of the number of shares payable under unvested awards using the
closing stock price on December 31, 2009
($54.58).
|
|
(8)
|
The
value of unvested restricted stock units and career shares is illustrated
here by measuring the value of the number of shares payable under unvested
awards using the closing stock price on December 31, 2009
($54.58). For restricted stock units and career shares granted
in 2009, as described above, depending on the circumstances surrounding a
change of control event, the units may vest upon a double trigger scenario
or upon a single trigger scenario. In order to avoid
duplication of the values in this illustration, the value of such units is
disclosed in the double trigger column
only.
|
Post-Termination
Benefit Illustrations
Françoise
Gri, EVP and President, France(1)
|
Death($)
|
Disability($)
|
Involuntary
Termination
or
Good
Reason
– no
COC($)
|
Triggering
Event(2)
|
For
Cause($)
|
Voluntary($)
|
Retirement($)
|
||||||||||||||||||||||||||
|
Single
Trigger
(COC only)($)
|
Double
Trigger
(COC
+
Termination)($)
|
|||||||||||||||||||||||||||||||
|
Severance
Payment(3)
|
n/a | n/a | 1,002,470 | n/a | 2,243,938 | n/a | n/a | n/a | ||||||||||||||||||||||||
|
Prorated
Incentive(4)
|
114,568 | 114,568 | 114,568 | n/a | 549,129 | n/a | n/a | n/a | ||||||||||||||||||||||||
|
Options(5)
|
1,090,190 | 1,090,190 | 0 | 0 | 1,090,190 | n/a | n/a | n/a | ||||||||||||||||||||||||
|
Performance
Share Units(6)
|
455,365 | 455,365 | n/a | 0 | 218,320 | n/a | n/a | 218,320 | ||||||||||||||||||||||||
|
Restricted
Stock Units/ Career Shares(7)
|
914,979 | 914,979 | 60,350 | 0 | 914,979 | n/a | n/a | 914,979 | ||||||||||||||||||||||||
|
Health
Benefits
|
n/a | n/a | — | n/a | — | n/a | n/a | n/a | ||||||||||||||||||||||||
|
Outplacement
|
n/a | n/a | 25,000 | n/a | 25,000 | n/a | n/a | n/a | ||||||||||||||||||||||||
|
Totals
|
2,575,102 | 2,575,102 | 1,202,388 | 0 | 5,041,556 | n/a | n/a | 1,133,299 | ||||||||||||||||||||||||
|
(1)
|
The
term of Ms. Gri’s severance agreement expires on February 15,
2010.
|
|
(2)
|
The
“single trigger” column calculates the amounts that are earned upon a
change of control of Manpower without regard to whether a termination
occurs, while the “double trigger” column calculates the amounts earned
upon an involuntary termination (other than for cause) or a voluntary
termination for good reason that occurs during a protected period
(generally, six months prior to a change of control) or within the
two-year period following a change of
control.
|
|
(3)
|
The
amount of the severance payment under Ms. Gri’s severance agreement
is equal to her annual base salary at the highest rate in effect during
the term of the agreement (here, $573,280) and her target annual incentive
for the year of termination (here, $429,960). In a double trigger
scenario, the amount of the severance payment is equal to two times the
sum of: (x) annual base salary at the highest rate in effect during
the term of the agreement and (y) the greater of (i) the largest
annual incentive for the three fiscal years prior to the termination or
(ii) the target annual incentive for year of termination (here, the
former, $549,129).
|
|
(4)
|
In
the event of her death, disability, or her involuntary termination (other
than for cause) or voluntary termination for good reason, the amount of
the prorated incentive payable to Ms. Gri under the severance
agreement is based on the actual bonus for 2009. In a double
trigger scenario, the amount of the prorated incentive is based on the
greater of: (i) Ms. Gri’s largest annual incentive for the three
fiscal years prior to the termination or (ii) Ms. Gri’s target
incentive for the year of termination (here, the former, $549,129). Note
that an incentive amount has also been reported as 2009 compensation for
Ms. Gri in the Summary Compensation Table, as well as in the Grants
of Plan-Based Awards Table.
|
|
(5)
|
The
value of stock options is illustrated here by measuring the difference
between the closing stock price on December 31, 2009 ($54.58) and the
exercise price of each unvested stock option held by Ms. Gri on such
date. For stock options granted in 2008 and later, as described above,
depending on the circumstances surrounding a change of control event, the
options may vest upon a double trigger scenario or upon a single trigger
scenario. In order to avoid duplication of the values in this
illustration, the value of such stock options is disclosed in the double
trigger column only.
|
|
(6)
|
The
value of performance share units is illustrated here by measuring the
value of the number of shares payable under unvested awards using the
closing stock price on December 31, 2009
($54.58).
|
|
(7)
|
The
value of unvested restricted stock units and career shares is illustrated
here by measuring the value of the number of shares payable under unvested
awards using the closing stock price on December 31, 2009 ($54.58).
For restricted stock units and career shares granted in 2009, as described
above, depending on the circumstances surrounding a change of control
event, the units may vest upon a double trigger scenario or upon a single
trigger scenario. In order to avoid duplication of the values
in this illustration, the value of such units is disclosed in the double
trigger column only.
|
Director
Compensation for 2009
|
Name
|
Fees Earned or
Paid
in Cash ($)
|
Stock Awards
($)(2)
|
Option Awards
($)(3)
|
Total
($)
|
||||||||||||
|
Marc
J. Bolland
|
80,000 | 103,101 | 0 | 183,101 | ||||||||||||
|
Gina
R. Boswell
|
78,000 | 100,139 | 0 | 178,139 | ||||||||||||
|
J.
Thomas Bouchard
|
99,000 | 104,768 | 0 | 203,768 | ||||||||||||
|
Cari
M. Dominguez
|
82,000 | 104,166 | 0 | 186,166 | ||||||||||||
|
Jack
M. Greenberg
|
32,000 | 161,203 | 0 | 193,204 | ||||||||||||
|
Terry
A. Hueneke
|
20,000 | 162,268 | 0 | 182,268 | ||||||||||||
|
Roberto
Mendoza (1)
|
16,000 | 109,477 | 0 | 125,478 | ||||||||||||
|
Ulice
Payne, Jr.
|
80,000 | 103,703 | 0 | 183,703 | ||||||||||||
|
John
R. Walter
|
102,000 | 106,481 | 0 | 208,481 | ||||||||||||
|
Edward
J. Zore
|
105,000 | 107,036 | 0 | 212,036 | ||||||||||||
|
(1)
|
Mr.
Mendoza was appointed to the board of directors on April 28,
2009.
|
|
(2)
|
Reflects
deferred stock and restricted stock granted under our 2003 Equity
Incentive Plan and the Terms and Conditions Regarding the Grant of Awards
to Non-Employee Directors under the 2003 Equity Incentive Plan. These
amounts reflect the grant date fair value of the awards as computed in
accordance with FASB ASC Topic 718. The amount reflected in the table was
made up of:
|
|
|
For
Mr. Bolland, $100,000 attributable to the annual grant of restricted
stock (2,942 shares) and $3,101 attributable to deferred stock issued in
lieu of dividends (67 shares) in
2009.
|
|
|
For
Ms. Boswell, $100,000 attributable to the annual grant of restricted
stock (2,942 shares) and $139 attributable to deferred stock issued in
lieu of dividends (3 shares) in
2009.
|
|
|
For
Mr. Bouchard, $100,000 attributable to the annual grant of deferred
stock (2,942 shares) and $4,768 attributable to deferred stock issued in
lieu of dividends (103 shares) in
2009.
|
|
|
For
Ms. Dominguez, $100,000 attributable to the annual grant of deferred
stock (2,942 shares) and $4,166 attributable to deferred stock issued in
lieu of dividends (90 shares) in
2009.
|
|
|
For
Mr. Greenberg, $100,000 attributable to the annual grant of
restricted stock (2,942 shares), $60,000 attributable to deferred stock
granted in lieu of 100% of the annual retainer (1,296 shares), and $1,203
attributable to deferred stock issued in lieu of dividends (26 shares) in
2009.
|
|
|
For
Mr. Hueneke, $100,000 attributable to the annual grant of restricted
stock (2,942 shares), $60,000 attributable to deferred stock granted in
lieu of 100% of the annual retainer (1,296 shares) and $2,268 attributable
to deferred stock issued in lieu of dividends (49 shares) in
2009.
|
|
|
For
Mr. Mendoza, $67,670 attributable to the annual grant of deferred stock
(1,610 shares), $40,604 attributable to deferred stock granted in lieu of
100% of the annual retainer (877 shares) and $1,203 attributable to
deferred stock issued in lieu of dividends (26 shares) in
2009.
|
|
|
For
Mr. Payne, $100,000 attributable to the annual grant of deferred
stock (2,942 shares) and $3,703 attributable to deferred stock issued in
lieu of dividends (80 shares) in
2009.
|
|
|
For
Mr. Walter, $100,000 attributable to the annual grant of deferred
stock (2,942 shares) and $6,481 attributable to deferred stock issued in
lieu of dividends (140 shares) in
2009.
|
|
|
For
Mr. Zore, $100,000 attributable to the annual grant of restricted
stock (2,942 shares) and $7,036 attributable to deferred stock issued in
lieu of dividends (152 shares) in
2009.
|
|
|
As
of December 31, 2009, the aggregate number of shares of deferred
stock held by the non-employee directors was as follows: Mr. Bolland
— 4,183; Ms. Boswell — 168; Mr. Bouchard — 6,411;
Ms. Dominguez — 5,573; Mr. Greenberg — 1,607; Mr. Hueneke —
3,072; Mr. Payne — 4,996; Mr. Walter — 8,699; and Mr. Zore
— 9,457. All such shares of deferred stock were fully vested as of
December 31, 2009. All shares of restricted stock granted to the
non-employee directors in 2009 were fully vested as of December 31,
2009.
|
|
(3)
|
In
2009, there was no compensation expense for stock options and all such
options previously granted under our 1994 Executive Stock Option and
Restricted Stock Plan between 2001 and 2005, as described below, were
fully vested and exercisable as of December 31, 2009. As of
December 31, 2009, the aggregate number of shares subject to stock
options held by the non-employee directors was as follows:
Mr. Bolland — 6,250; Mr. Greenberg — 10,000; Mr. Hueneke —
8,750; Mr. Walter — 33,028; and Mr. Zore —
54,424.
|
The board of
directors has approved the compensation arrangement for non-employee directors
described below. Non-employee directors are paid a cash retainer equal to
$60,000 per year. Non-employee directors also are paid $2,000 per board or
committee meeting attended in person, and $1,000 per board or committee meeting
attended telephonically. The chairman of the audit committee is paid an
additional annual retainer of $15,000 per year and the other committee chairmen
are paid an additional annual retainer of $10,000 per year. In addition, each
director is reimbursed for travel expenses incurred in connection with attending
board of directors and committee meetings.
Except as
described below, non-employee directors may elect to receive deferred stock
under the 2003 Equity Incentive Plan in lieu of their annual cash retainer (but
not in lieu of the cash meeting fees). Elections may cover 50%, 75% or 100% of
the annual cash retainer payable to the director for the election period for
which the annual cash retainer is payable. An election period begins on
January 1 of each year or the date of the director’s initial appointment to
the board of directors, whichever is later, and ends on the date a director
ceases to be a director or December 31, whichever is earlier. The deferred
stock will be granted to the director following the end of the election period
to which the election applies. The number of shares of deferred stock granted to
the director will be equal to the amount of the annual cash retainer to which
the election applies, divided by the average of the closing prices of Manpower
common stock on the last trading day of each full or partial calendar quarter
covered by the election period. For the election period that ended on
December 31, 2009, Mr. Greenberg, Mr. Hueneke and
Mr. Mendoza elected to accept deferred stock in lieu of 100% of the annual
cash retainer to which they were otherwise entitled.
Shares of
common stock represented by deferred stock granted to a director prior to
January 1, 2007 will be distributed to the director within 30 days after
the date the director ceases to be a member of the board of directors. Shares of
common stock represented by deferred stock granted to a director on or after
January 1, 2007 will be distributed to the director on the earlier of the
third anniversary of the date of grant or within 30 days after the date the
director ceases to be a member of the board of directors. However, the director
will have the right to extend the deferral period for these grants by at least
five years, and thereafter to extend any previously extended deferral period by
at least five more years, provided in each case this election to extend is made
at least twelve months before the last day of the then current deferral
period.
In
addition to the cash compensation (or elective deferred stock), each
non-employee director will receive an annual grant of deferred stock. The grant
will be effective on the first day of each year, and the number of shares
granted will equal $100,000 divided by the closing sale price of a share of
Manpower’s common stock on the last business day of the preceding year, or 2,942
shares of deferred stock for 2009. Such deferred stock will vest in equal
quarterly installments on the last day of each calendar quarter during the year.
Shares of common stock represented by vested deferred stock held by a director
will be distributed to the director on the earlier of the third anniversary of
the effective date of grant or within 30 days after the date the director ceases
to be a member of the board of directors. The director will have the right to
extend the deferral period as described above. A new non-employee director will
receive a grant of deferred stock effective the date the director is appointed
to the board, and the grant will be prorated for the period beginning on the
date of the director’s appointment and ending on December 31 of that
year.
Instead
of receiving the annual grant of deferred stock, non-employee directors have the
right to elect to receive the same number of shares of restricted stock. Like
the deferred stock, any such grant will be effective on the first day of the
year and will vest in equal quarterly installments on the last day of each
calendar quarter during the year. Any such election will be effective only if
made on or before December 31 of the preceding year or within 10 days of
appointment to the board of directors.
Non-Employee
Director Stock Ownership Guidelines
The
nominating and governance committee believes that non-employee directors should
hold a meaningful stake in Manpower to align their economic interests with those
of the shareholders. To that end, the committee recommended and the board of
directors approved stock ownership guidelines for the non-employee directors
effective on January 1, 2006. Non-employee directors are expected to own
shares or hold vested deferred stock or vested restricted stock equal in value
to five times the annual cash retainer ($60,000 at January 1, 2006, for a
total guideline of $300,000) by January 1, 2009 for directors in office as
of January 1, 2006, and by the third anniversary of the date of appointment
for directors appointed after January 1, 2006. In determining whether
targeted ownership levels have been met, the committee will not take into
account unexercised options. The following table details each non-employee
director’s stock ownership relative to the stock ownership
guidelines.
|
Director
|
Number of shares
held
as of
January 1, 2010(#)
|
Value of shares
held
as of
January 1, 2010(1)
|
Target
Date to
Satisfy
Guidelines
|
||||||
|
Marc
J. Bolland
|
10,043 | (2) | $ | 548,147 |
1/1/09
— Guidelines Satisfied
|
||||
|
Gina
R. Boswell
|
5,866 | (3) | $ | 320,166 |
2/14/10
— Guidelines Satisfied
|
||||
|
J.
Thomas Bouchard
|
35,648 | (4) | $ | 1,945,668 |
1/1/09
— Guidelines Satisfied
|
||||
|
Cari
M. Dominguez
|
5,663 | (5) | $ | 309,087 |
5/2/10
— Guidelines Satisfied
|
||||
|
Jack
M. Greenberg
|
10,232 | (6) | $ | 558,463 |
1/1/09
— Guidelines Satisfied
|
||||
|
Terry
A. Hueneke
|
14,971 | (7) | $ | 835,293 |
1/1/09
— Guidelines Satisfied
|
||||
|
Roberto
Mendoza
|
2,513 | (5) | $ | 137,159 |
4/28/12
|
||||
|
Ulice
Payne, Jr.
|
5,076 | (5) | $ | 277,048 |
10/23/10
|
||||
|
John
R. Walter
|
27,380 | (8) | $ | 1,494,400 |
1/1/09
— Guidelines Satisfied
|
||||
|
Edward
J. Zore
|
32,552 | (9) | $ | 1,776,688 |
1/1/09
— Guidelines Satisfied
|
||||
(1) Price
per share of Manpower common stock on January 1, 2010 was
$54.58.
(2) Includes
7,184 shares of common stock and 2,859 vested shares of deferred
stock.
(3) Includes
5,695 shares of common stock and 171 vested shares of deferred
stock.
(4) Includes
30,525 shares of common stock and 5,123 vested shares of deferred
stock.
(5) Consists
of vested shares of deferred stock.
(6) Includes
8,694 shares of common stock and 1,538 vested shares of deferred
stock
(7) Includes
10,554 shares of common stock and 4,417 vested shares of deferred
stock.
(8) Includes
18,541 shares of common stock and 8,839 vested shares of deferred
stock.
(9) Includes
24,864 shares of common stock and 7,688 vested shares of deferred
stock.
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The
following table lists as of the record date information as to the persons
believed by us to be beneficial owners of more than 5% of our outstanding common
stock:
|
Name
and Address of Beneficial
Owners
|
Amount and Nature of
Beneficial
Ownership
|
Percent of
Class(1)
|
||||||
|
BlackRock,
Inc.
40
East 52nd Street
New
York, New York 10022
|
9,965,140 | (2) | 12.7 | % | ||||
|
Capital
Research Global Investors
333
South Hope Street
Los
Angeles, CA 90071
|
5,182,400 | (3) | 6.6 | % | ||||
|
T.
Rowe Price Associates, Inc.
100
East Pratt Street
Baltimore,
Maryland 21202
|
5,172,170 | (4) | 6.6 | % | ||||
|
(1)
|
Based
on 78,667,931 shares of common stock outstanding as of the record
date.
|
|
(2)
|
This
information is based on a Schedule 13G filed on January 7, 2010, filed by
BlackRock, Inc. on its behalf and on behalf of its following affiliates:
BlackRock Advisors LLC, BlackRock Advisors (UK) Limited, BlackRock Asset
Management Australia Limited, BlackRock Asset Management Canada Limited,
BlackRock Asset Management Japan Limited, BlackRock Capital Management,
Inc. BlackRock Financial Management, Inc., BlackRock Fund Advisors,
BlackRock Institutional Trust Company, N.A., BlackRock Investment
Management, LLC, BlackRock Investment Management (Australia) Limited,
BlackRock Investment Management (Dublin) Ltd, BlackRock (Luxembourg) S.A.,
BlackRock (Netherlands) B.V., BlackRock Fund Managers Ltd, BlackRock
International Ltd, BlackRock Investment Management UK Ltd and State Street
Research & Management Co. According to this Schedule 13G,
these securities are owned of record by BlackRock, Inc. BlackRock, Inc.
has sole voting power with respect to 9,965,140 shares held and sole
dispositive power with respect to 9,965,140 shares
held.
|
|
(3)
|
This
information is based on a Schedule 13G filed on February 9,
2010. According to this Schedule 13G, these securities are
owned by various institutional clients for which Capital Research Global
Investors (“Capital Research”) serves as investment
advisor. Capital Research has sole voting power with respect to
5,182,400 shares held and sole dispositive power with respect to 5,182,400
shares.
|
|
(4)
|
This
information is based on a Schedule 13G filed on February 12,
2010. According to this Schedule 13G, T. Rowe Price Associates,
Inc. has sole voting power with respect to 1,095,094 shares held and sole
dispositive power with respect to 5,172,170 shares
held.
|
SECURITY
OWNERSHIP OF MANAGEMENT
Set forth
in the table below, as of February 16, 2010, are the shares of Manpower
common stock beneficially owned by each director and nominee, each of the
executive officers named in the table under the heading “Executive and Director
Compensation — Summary Compensation Table,” who we refer to as the named
executive officers, and all directors and executive officers of Manpower as a
group and the shares of Manpower common stock that could be acquired within 60
days of February 16, 2010 by such persons.
|
Name
of
Beneficial
Owner
|
Common Stock
Beneficially
Owned(1)
|
Right
to
Acquire
Common
Stock(1)(2)
|
Percent of
Class(3)
|
|||||||||
|
Jeffrey
A. Joerres
|
1,204,439 | (4)(5) | 935,981 | 1.5 | % | |||||||
|
Michael
J. Van Handel
|
392,449 | (5) | 315,272 | * | ||||||||
|
Barbara
J. Beck
|
186,715 | 183,965 | * | |||||||||
|
Marc
J. Bolland
|
15,266 | (5) | 6,250 | * | ||||||||
|
Gina
R. Boswell
|
7,698 | (5) | 0 | * | ||||||||
|
J.
Thomas Bouchard
|
30,525 | (6) | 0 | * | ||||||||
|
Cari
M. Dominguez
|
1,832 | (5) | 0 | * | ||||||||
|
Darryl
Green
|
36,643 | 36,643 | * | |||||||||
|
Jack
M. Greenberg
|
20,526 | (5) | 10,000 | * | ||||||||
|
Françoise
Gri
|
42,643 | 42,643 | * | |||||||||
|
Terry
A. Hueneke
|
21,169 | (5) | 8,750 | * | ||||||||
|
Roberto
Mendoza
|
0 | 0 | * | |||||||||
|
Ulice
Payne, Jr.
|
1,832 | (5) | 0 | * | ||||||||
|
Jonas
Prising
|
99,892 | (5) | 82,346 | * | ||||||||
|
Owen
J. Sullivan
|
127,266 | (5) | 109,816 | * | ||||||||
|
John
R. Walter
|
51,569 | 33,028 | * | |||||||||
|
Edward
J. Zore
|
81,119 | (5) | 54,424 | * | ||||||||
|
All
directors and executive officers as a group (19 persons)
|
2,464,363 | 1,939,435 | 3.1 | % | ||||||||
|
(1)
|
Except
as indicated below, all shares shown in this column are owned with sole
voting and dispositive power. Amounts shown in the Right to Acquire Common
Stock column are also included in the Common Stock Beneficially Owned
column. The table does not include vested shares of deferred stock, which
will be settled in shares of Manpower common stock on a one-for-one basis,
held by the following directors that were issued under the 2003 Equity
Incentive Plan and the Terms and Conditions Regarding the Grant of Awards
to Non-Employee Directors under the 2003 Equity Incentive Plan:
Mr. Bolland — 2,859; Mr. Bouchard — 5,123; Ms. Dominguez —
5,663; Mr. Greenberg — 1,538; Mr. Hueneke — 4,417;
Mr. Mendoza — 2,513; Mr. Payne — 5,076; Mr. Walter — 8,839;
and Mr. Zore — 7,688. The table does not include 1,832
unvested shares of deferred stock, which will be settled in shares of
Manpower common stock on a one-for-one basis, held by each of
Mr. Bouchard, Mr. Mendoza and Mr. Walter that were issued under
the 2003 Plan and the Terms and Conditions on January 1,
2010. These shares of deferred stock vest in equal quarterly
installments during the year of grant. Finally, the table does
not include unvested restricted stock units, which will be settled in
shares of Manpower common stock on a one-for-one basis, held by the
following executive officers that were issued under the 2003 Plan:
Mr. Joerres — 33,868; Mr. Van Handel — 13,548; Ms. Beck —
12,194; Mr. Green — 23,288; Ms. Gri — 12,871; Mr. Prising —
8,130; and Mr. Sullivan — 6,098. With the exception of
(i) 10,417 restricted stock units held by Mr. Green which vest
on May 28, 2011 and (ii) 6,096, 5,080, 5,080 and 2,032,
restricted stock units held by Ms. Beck, Mr. Green, Ms. Gri and
Mr. Prising, respectively, which vest on February 17, 2013,
one-third of the restricted stock units held by each executive officer
vests on each of the first three anniversaries of the date of grant,
February 17, 2009, except as otherwise provided in the 2003
Plan.
|
|
(2)
|
Common
stock that may be acquired within 60 days of the record date through the
exercise of stock options and the settlement of restricted stock
units.
|
|
(3)
|
No
person named in the table, other than Mr. Joerres, beneficially owns
more than 1% of the outstanding shares of common stock. The percentage is
based on the column entitled Common Stock Beneficially
Owned.
|
|
(4)
|
Includes
300 shares held by Mr. Joerres’
spouse.
|
|
(5)
|
Includes
the following number of shares of unvested restricted stock as of the
record date: Mr. Joerres — 120,000; Mr. Van Handel — 15,000;
Mr. Prising — 2,500; Mr. Sullivan — 2,500; Mr. Bolland —
1,832; Ms. Boswell — 1,832; Ms. Dominguez — 1,832 Mr. Greenberg
—1,832; Mr. Hueneke — 1,832; Mr. Payne — 1,832; and Mr. Zore —
1,832. The holders of the restricted stock have sole voting
power with respect to all shares held and no dispositive power with
respect to all shares held.
|
|
(6)
|
Includes
1,030 shares held by Mr. Bouchard’s spouse as trustee of family trust and
13,000 shares held by a trust for which Mr. Bouchard serves as
trustee.
|
EQUITY
COMPENSATION PLAN INFORMATION
The
following table sets forth information as of December 31, 2009 about shares
of our common stock outstanding and available for issuance under our existing
equity compensation plans.
|
Plan
category
|
Number of securities to
be issued upon exercise
of
outstanding options
as
of December 31,
2009(1)
|
Weighted-average
exercise
price of
outstanding options as
of December 31, 2009($)
|
Number of securities
remaining available for
future
issuance under
equity
compensation plans
as of
December 31,
2009 (excluding
securities
reflected
in the first column)(2)(3)
|
|||
|
Equity
compensation plans approved by security holders
|
5,858,118
|
46.10
|
5,229,721
|
|||
|
Equity
compensation plans not approved by security holders(4)
|
—
|
—
|
—
|
|||
|
Total
|
5,858,118
|
46.10
|
5,229,721
|
|
(1)
|
Includes
20,599 shares to be issued upon the exercise of outstanding options under
the Right Management Consultants, Inc. 1993 Stock Incentive Plan, as
amended, and the Right Management Consultants, Inc. Amended and Restated
Directors’ Stock Option Plan. We assumed these plans in connection with
our acquisition of Right in 2004. The weighted-average exercise price of
outstanding options granted under these plans as of December 31, 2009
was $30.72. There will be no further grants under these
plans.
|
|
(2)
|
Includes
the number of shares remaining available for future issuance under the
following plans: Deferred Stock Plan — 106,176 shares; 1990 Employee Stock
Purchase Plan — 333,809 shares; Savings Related Share Option Scheme —
836,896 shares; and 2003 Equity Incentive Plan — 3,952,840 shares. The
Savings Related Share Option Scheme enables us to offer to U.K. employees
with at least one year of service the opportunity to purchase a specified
number of shares of our common stock at not less than 85% of its market
value on the day prior to the offer to participate in the plan. Funds used
to purchase the shares are accumulated through payroll
deductions.
|
|
(3)
|
The
2003 Equity Incentive Plan provides for the grant of nonstatutory stock
options, incentive stock options, stock appreciation rights, restricted
stock, restricted stock units, performance share units and deferred stock.
The maximum number of shares issuable in respect of restricted stock,
restricted stock units, performance share units and deferred stock granted
under the 2003 Equity Incentive Plan is 2,300,000. As of December 31,
2009, there were 1,838,953 shares remaining available for future issuance
as full value awards under the 2003 Equity Incentive
Plan.
|
|
(4)
|
As
of December 31, 2009, we did not maintain any equity compensation
plans which were not approved by
shareholders.
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
The board
of directors has adopted categorical standards for relationships deemed not to
impair independence of non-employee directors to assist it in making
determinations of independence. The categorical standards are set forth below.
The board of directors has determined that ten of eleven of the current
directors of Manpower are independent under the listing standards of the New
York Stock Exchange after taking into account the categorical standards and the
following:
|
|
•
|
Mr. Walter
is a director and shareholder of Echo Global Logistics, a
public company that entered into an agreement to provide logistics support
to Manpower.
|
|
|
•
|
Mr. Walter
and Mr. Greenberg are directors of InnerWorkings, Inc., a public company,
which provides print management services to
Manpower.
|
|
|
•
|
Mr. Zore
is the President and Chief Executive Officer of Northwestern Mutual.
Northwestern Mutual and certain of its affiliates have engaged Manpower,
Manpower Professional, Jefferson Wells and Right Management to provide
contingent staffing, accounting and other services. In addition, Manpower
and certain of its affiliates have from time to time leased space from
joint venture and limited liability companies in which Northwestern Mutual
has an equity interest.
|
The
independent directors are Mr. Bolland, Ms. Boswell, Mr. Bouchard,
Ms. Dominguez, Mr. Greenberg, Mr. Hueneke, Mr. Mendoza,
Mr. Payne, Mr. Walter and Mr. Zore.
For purposes
of making a determination regarding the independence of a non-employee director
of Manpower Inc. under the rules of the New York Stock Exchange, a commercial
relationship between a director and Manpower will not be considered to impair
the director’s independence if:
|
|
1.
|
The
director’s sole interest in the relationship is by virtue of his or her
status as a director, officer or employee of, or holder of a less than 10%
equity interest (other than a general partnership interest) in, an entity
or an affiliate of an entity with which the Company has such
relationship;
|
|
|
2.
|
Payments
by the Company for property or services to, or payments to the Company for
property or services by, the entity and any such affiliate accrued during
any single fiscal year constitute in the aggregate less than two percent
of the annual gross revenues reported for the last fiscal year of each of
the Company and the entity and such affiliate. In applying this standard,
both the payments and the gross revenues to be measured will be those
reported in the last completed fiscal
year;
|
|
|
3.
|
The
director is not personally involved in the negotiation of the terms of any
transaction giving rise to the relationship, or otherwise personally
involved in such transaction; and
|
4. Any
transaction giving rise to the relationship is negotiated and conducted on an
arm’s-length basis.
Item 14. Principal
Accountant Fees and Services
The audit
committee has reviewed the fees billed by Deloitte & Touche LLP and
related entities (“Deloitte”) to us with respect to 2008 and 2009, which consist
of the following:
Audit Fees. The
aggregate fees billed for professional services rendered by Deloitte for the
audit of our financial statements and attestation of our certification of our
internal control over financial reporting as of and for the year ended
December 31, 2008 and the review of the financial statements included in
our Quarterly Reports on Form 10-Q for 2008 approved by the audit committee were
$5,550,000.
The
aggregate fees billed for professional services rendered by Deloitte for the
audit of our financial statements and attestation of our certification of our
internal control over financial reporting as of and for the year ended
December 31, 2009 and the review of the financial statements included in
our Quarterly Reports on Form 10-Q for 2009 approved by the audit committee were
$5,000,000.
Audit-Related
Fees. The aggregate fees billed by Deloitte for
audit-related services were $17,900 in 2008. These services consisted of an
auditor report related to a statement of flexworker educational expenses and an
audit of a foreign employee pension plan.
The
aggregate fees billed by Deloitte for audit-related services were $55,200 in
2009. These services consisted of assistance related to comment
letters from the Securities and Exchange Commission as well as consents for
filings with the Securities and Exchange Commission.
Tax
Fees. The aggregate fees billed by Deloitte for
tax services were $1,234,300 in 2008. These services consisted of assistance in
the preparation and review of certain international tax returns, consultation
regarding appropriate handling of items on the U.S. and international tax
returns, assistance with tax audits and examinations, advice related to VAT and
wage tax matters, advice regarding tax issues relating to our internal
reorganizations and advice and assistance with respect to transfer pricing
matters.
The
aggregate fees billed by Deloitte for tax services were $448,675 in 2009. These
services consisted of assistance in the preparation and review of certain
international tax returns, consultation regarding appropriate handling of items
on the U.S. and international tax returns, assistance with tax audits and
examinations, advice related to VAT and wage tax matters, advice regarding tax
issues relating to our internal reorganizations and advice and assistance with
respect to transfer pricing matters.
All Other
Fees. The aggregate fees and expenses billed by
Deloitte for all other services were $176,000 in 2008 for due diligence work on
a potential acquisition, a SAS 70 controls report in the U.S. and human capital
advisory services.
The
aggregate fees and expenses billed by Deloitte for all other services were
$201,400 in 2009 for due diligence work on a potential acquisition, analyzing
financial impacts of internal reorganizations and training.
Our
policy on services provided by the independent auditors was initially adopted by
the audit committee in March 2002 and has since been revised several times in
response to regulatory requirements. The policy sets forth the types of services
that we may and may not engage our auditors to provide, the approval
requirements for permitted services and related disclosure and reporting
standards. A copy of the policy is available on our web site at
www.investor.manpower.com. Each of the services described under the headings
“Audit-Related Fees,” “Tax Fees” and “All Other Fees” was approved during 2008
and 2009 in accordance with the policy.
|
Item 15.
|
Exhibits
and Financial Statement Schedules.
|
(a)(1) Financial Statements.
This
information was previously included in our 10-K filed on February 19,
2010.
|
|
(a)(2)
Financial Statement Schedule.
|
This
information was previously included in our 10-K filed on February 19,
2010.
|
|
(a)(3)
Exhibits.
|
|
|
See
(c) below.
|
Pursuant to Regulation S-K,
Item 601(b)(4)(iii), Manpower hereby agrees to furnish to the Commission,
upon request, a copy of each instrument and agreement with respect to long-term
debt of Manpower and its consolidated subsidiaries which does not exceed 10
percent of the total assets of Manpower and its subsidiaries on a consolidated
basis.
|
|
(c)
Exhibits.
|
|
3.1
|
Articles
of Incorporation of Manpower Inc. incorporated by reference to Annex C of
the Prospectus, which is contained in Amendment No. 1 to Form S-4
(Registration No. 33-38684).
|
|
3.2
|
Amendment
of Amended and Restated Articles of Incorporation of Manpower Inc.,
incorporated by reference to the Company’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2001.
|
|
3.3
|
Amended
and Restated By-laws of Manpower Inc., incorporated by reference to the
Company’s Current Report on Form 8-K dated April 28,
2009.
|
|
4.1
|
Fiscal
and Paying Agency Agreement between Manpower Inc. and Citibank, N.A. as
Fiscal Agent, Principal Paying Agent, Registrar and Transfer Agent and
Citibank International PLC as Irish Paying Agent, dated as of June 1, 2005
(including the forms of Rule 144A Global Note and Regulation S Global
Note, attached thereto as Exhibits A and B, respectively), incorporated by
reference to the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005.
|
|
4.2
|
Fiscal
and Paying Agency Agreement between Manpower Inc. and Citibank, N.A. as
Fiscal Agent, Principal Paying Agent, Registrar and Transfer Agent and
Citibank International PLC as Irish Paying Agent, dated as of June 14,
2006 (including the form of Note attached thereto as Schedule 1),
incorporated by reference to the Company’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2006.
|
|
10.1
|
Amended
and Restated Manpower Inc. Senior Management Performance-Based Deferred
Compensation Plan, incorporated by reference to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2005.
**
|
|
10.2(a)
|
Five-Year
Credit Agreement dated as of October 8, 2004 among Manpower Inc., the
initial lenders named therein, Citibank N.A., Wachovia Bank, BNP Paribas,
Bank One N.A., and The Royal Bank of Scotland, incorporated by reference
to the Company’s Current Report on Form 8-K dated October 14,
2004.
|
|
10.2(b)
|
Amendment
to Five-Year Credit Agreement dated as of March 14, 2005, incorporated by
reference to the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2005.
|
|
10.2(c)
|
Amendment
No. 2 to the Credit Agreement dated as of January 10, 2006, incorporated
by reference to the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2005.
|
|
10.2(d)
|
Amendment
No. 3 to the Credit Agreement dated as of November 16, 2007, incorporated
by reference to the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2007.
|
|
10.2(e)
|
Amendment
No. 4 to the Credit Agreement dated as of October 16, 2009, incorporated
by reference to the Company’s Current Report on Form 8-K dated October 16,
2009.
|
|
10.3
|
Amended
and Restated Manpower 1991 Executive Stock Option and Restricted Stock
Plan, incorporated by reference to Form 10-Q of Manpower Inc. dated
September 30, 1996. **
|
|
10.4
|
Manpower
Savings Related Share Option Scheme, incorporated by reference to
Amendment No. 1 to the Company’s Registration Statement on Form S-4
(Registration No. 33-38684). **
|
|
10.5
|
Manpower
1990 Employee Stock Purchase Plan (Amended and Restated effective April
26, 2005), incorporated by reference to the Company’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2005.
|
|
10.6
|
Manpower
Retirement Plan, as amended and restated effective as of March 1, 1989,
incorporated by reference to Form 10-K of Manpower PLC, SEC File No.
0-9890, filed for the fiscal year ended October 31, 1989.
**
|
|
10.7
|
1994
Executive Stock Option and Restricted Stock Plan of Manpower Inc. (Amended
and Restated October 29, 2002), incorporated by reference to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
**
|
|
10.8
|
Manpower
Inc. 2007 Corporate Senior Management Incentive Plan dated as of May 2,
2007, incorporated by reference to the Company’s Current Report on Form
8-K dated May 2, 2007. **
|
|
10.9(a)
|
Employment
Agreement between Jeffrey A. Joerres and Manpower Inc. dated as of
February 20, 2008, incorporated by reference to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2007.
**
|
|
10.9(b)
|
Severance
Agreement between Jeffrey A. Joerres and Manpower Inc. dated as of
February 20, 2008, incorporated by reference to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2007.
**
|
|
10.10(a)
|
Employment
Agreement between Michael J. Van Handel and Manpower Inc. dated as of
February 20, 2008, incorporated by reference to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2007.
**
|
|
10.10(b)
|
Severance
Agreement between Michael J. Van Handel and Manpower Inc. dated as of
February 20, 2008, incorporated by reference to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2007.
**
|
|
10.11(a)
|
Assignment
Agreement by and among Manpower Inc., Manpower Holdings Limited and
Barbara Beck dated as of December 20, 2005, incorporated by reference to
the Company’s Current Report on Form 8-K dated December 20,
2005.
**
|
|
10.11(b)
|
Letter
Agreement by and among Manpower Inc., Manpower Holdings Limited and
Barbara Beck dated as of April 1,
2008,
incorporated by reference to the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2008. **
|
|
10.12(a)
|
Amended
and Restated Assignment Agreement by and among Manpower Inc. and Jonas
Prising dated as of December 29, 2008, incorporated by reference to the
Company’s Current Report on Form 8-K dated December 29, 2008.
**
|
|
10.12(b)
|
Employment
Agreement between Francoise Gri and Manpower Inc. dated as of February 15,
2007, incorporated by reference to the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2007. **
|
|
10.12(c)
|
Letter
Agreement between Darryl Green and Manpower Inc. dated as of April 4,
2007, incorporated by reference to the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2007. **
|
|
10.13(a)
|
Terms
and Conditions Regarding the Grant of Awards to Non-Employee Directors
under the 2003 Equity Incentive Plan of Manpower Inc. (Amended and
Restated Effective January 1, 2006), incorporated by reference to the
Company’s Current Report on Form 8-K dated December 19, 2005.
**
|
|
10.13(b)
|
Terms
and Conditions Regarding the Grant of Awards to Non-Employee Directors
under the 2003 Equity Incentive Plan of Manpower Inc. (Amended and
Restated Effective January 1, 2008), incorporated by reference to the
Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2007. **
|
|
10.13(c)
|
Manpower
Inc. Compensation for Non-Employee Directors (Effective January 1, 2006),
incorporated by reference to the Company’s Current Report on Form 8-K
dated December 19, 2005. **
|
|
10.13(d)
|
Amended
and Restated Severance Agreement between Barbara Beck and Manpower Inc.
dated as of November 10, 2009, incorporated by reference to the Company’s
Current Report on Form 8-K dated November 10, 2009. **
|
|
10.13(e)
|
Amended
and Restated Severance Agreement between Jonas Prising and Manpower Inc.
dated as of November 10, 2009, incorporated by reference to the Company’s
Current Report on Form 8-K dated November 10, 2009. **
|
|
10.13(f)
|
Amended
and Restated Severance Agreement between Owen J. Sullivan and Manpower
Inc. dated as of November 10, 2009, incorporated by reference to the
Company’s Current Report on Form 8-K dated November 10, 2009.
**
|
|
10.13(g)
|
Amended
and Restated Severance Agreement between Mara Swan and Manpower Inc. dated
as of November 10, 2009, incorporated by reference to the Company’s
Current Report on Form 8-K dated November 10, 2009. **
|
|
10.13(h)
|
Amended
and Restated Severance Agreement dated November 10, 2008 between Manpower
Inc. and Darryl Green, incorporated by reference to the Company’s Current
Report on Form 8-K dated December 3, 2008. **
|
|
10.13(i)
|
Severance
Agreement dated February 15, 2007 between Manpower Inc. and Francoise Gri,
incorporated by reference to the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2007. **
|
|
10.13(j)
|
Severance
Agreement dated December 31, 2007 between Manpower Inc. and Kenneth C.
Hunt, incorporated by reference to the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2007. **
|
|
10.13(k)
|
2003
Equity Incentive Plan of Manpower Inc. (Amended and Restated Effective
April 28, 2009), incorporated by reference to the Company’s Registration
Statement on Form S-8 dated September 4, 2009. **
|
|
10.13(l)
|
Form
of Indemnification Agreement, incorporated by reference to the Company’s
Current Report on Form 8-K dated October 31, 2006.
|
|
10.14(a)
|
Form
of Nonstatutory Stock Option Agreement, incorporated by reference to the
Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2007. **
|
|
10.14(b)
|
Form
of Performance Share Unit Agreement, incorporated by reference to the
Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2007. **
|
|
10.14(c)
|
Form
of Restricted Stock Agreement (CEO Form), incorporated by reference to the
Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2007. **
|
|
10.14(d)
|
Form
of Restricted Stock Unit Agreement, incorporated by reference to the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2009. **
|
|
10.14(e)
|
Form
of Career Share Unit Agreement, incorporated by reference to the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31,
2009. **
|
|
12.1
|
Statement
Regarding Computation of Ratio of Earnings to Fixed Charges.
***
|
|
13
|
2009
Annual Report to Shareholders. Pursuant to Item 601(b)(13) of Regulation
S-K, the portions of the Annual Report incorporated by reference in this
Form 10-K are filed as an exhibit hereto. ***
|
|
14
|
Manpower
Inc. Code of Business Conduct and Ethics (Amended and Restated Effective
December 9, 2003) incorporated by reference to the Company’s Annual Report
on Form 10-K for the year ended December 31, 2003.
|
|
21
|
Subsidiaries
of Manpower Inc. ***
|
|
23.1
|
Consent
of Deloitte & Touche LLP. ***
|
|
24
|
Powers
of Attorney. ***
|
|
31.1
|
Certification
of Jeffrey A. Joerres, Chairman and Chief Executive Officer, pursuant to
Section 13a-14(a) of the Securities Exchange Act of
1934.
|
|
31.2
|
Certification
of Michael J. Van Handel, Executive Vice President and Chief Financial
Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of
1934.
|
|
32.1
|
Statement
of Jeffrey A. Joerres, Chairman and Chief Executive Officer, pursuant to
18 U.S.C. ss. 1350.
|
|
32.2
|
Statement
of Michael J. Van Handel, Executive Vice President and Chief Financial
Officer, pursuant to 18 U.S.C. ss. 1350.
|
|
**
|
Management
contract or compensatory plan or
arrangement.
|
|
***
|
This
information was previously included in our 10-K filed on February 19,
2010.
|
SIGNATURES
Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
MANPOWER
INC.
|
||||
|
By:
|
/s/
Jeffrey A. Joerres
|
|||
|
Jeffrey
A. Joerres
Chairman,
President and Chief Executive Officer
|
||||
|
Date:
|
March
3, 2010
|
|||
Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
|
Name
|
Title
|
Date
|
||
|
/s/
Jeffrey A. Joerres
|
Chairman,
President, Chief Executive Officer and a Director (Principal Executive
Officer)
|
March
3, 2010
|
||
|
Jeffrey
A. Joerres
|
||||
|
/s/
Michael J. Van Handel
|
Executive
Vice President and Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
|
March
3, 2010
|
||
|
Michael
J. Van Handel
|
Directors:
J. Thomas Bouchard, Marc J. Bolland, Gina R. Boswell, Cari M. Dominguez, Jack M.
Greenberg, Terry A. Hueneke, Roberto Mendoza, Ulice Payne, Jr., John R. Walter
and Edward J. Zore
|
By:
|
/s/
Kenneth C. Hunt
|
March
3, 2010
|
|
Kenneth
Hunt
|
||
|
Attorney-In-Fact*
|
|
*
|
Pursuant
to authority granted by powers of attorney, copies of which were
previously filed.
|
Exhibit
31.1
CERTIFICATION
I,
Jeffrey A. Joerres, Chairman and Chief Executive Officer of Manpower Inc.,
certify that:
|
|
1.
|
I
have reviewed this annual report on Form 10-K/A of Manpower
Inc.;
|
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
|
(c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Dated:
March 3, 2010
|
|
|
/s/
Jeffrey A. Joerres
|
|
|
Jeffrey
A. Joerres
|
|
|
Chairman,
Chief Executive Officer
|
Exhibit
31.2
CERTIFICATION
I,
Michael J. Van Handel, Executive Vice President and Chief Financial Officer of
Manpower Inc., certify that:
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1.
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I
have reviewed this annual report on Form 10-K/A of Manpower
Inc.;
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
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4.
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The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
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(a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
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(b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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(c)
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Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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(d)
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Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
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5.
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The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
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(a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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(b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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Dated:
March 3, 2010
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/s/
Michael J. Van Handel
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Michael
J. Van Handel
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Executive
Vice President, Chief
Financial Officer
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Exhibit
32.1
STATEMENT
Pursuant
to ss. 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. ss. 1350, the
undersigned officer of Manpower Inc. (the “Company”), hereby certifies that to
his knowledge:
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(1)
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the
Company’s Annual Report on Form 10-K/A for the year ended
December 31, 2009 fully complies with the requirements of
Section 13(a) or 15(d), as applicable, of the Securities Exchange Act
of 1934, and
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(2)
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the
information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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MANPOWER
INC.
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Dated:
March 3, 2010
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/s/
Jeffrey A. Joerres
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Jeffrey
A. Joerres
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Chairman,
Chief Executive Officer
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This
certification accompanies this Annual Report on Form 10-K/A pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed
by the Company for purposes of the Securities Exchange Act of
1934.
Exhibit
32.2
STATEMENT
Pursuant
to ss. 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. ss. 1350, the
undersigned officer of Manpower Inc. (the “Company”), hereby certifies that to
his knowledge:
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(1)
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the
Company’s Annual Report on Form 10-K/A for the year ended
December 31, 2009 fully complies with the requirements of
Section 13(a) or 15(d), as applicable, of the Securities Exchange Act
of 1934, and
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(2)
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the
information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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MANPOWER
INC.
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Dated:
March 3, 2010
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/s/
Michael J. Van Handel
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Michael
J. Van Handel
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Executive
Vice President, Chief
Financial Officer
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This
certification accompanies this Annual Report on Form 10-K/A pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed
by the Company for purposes of the Securities Exchange Act of 1934.