ex-10_2.htm


    Exhibit
10.2


    MANPOWER
INC.

    


    RESTRICTED
STOCK UNIT AGREEMENT

    


    


    This
Restricted Stock Unit Agreement (this “Agreement”) is executed as of __________
by and between MANPOWER INC., a Wisconsin corporation (the “Corporation”), and
___________ (the “Employee”).

    


    W
I T N E S S E T H:

    


    WHEREAS
the Board of Directors of the Corporation has established the 2003 Equity
Incentive Plan (the “Plan”) with the approval of the shareholders of the
Corporation; and

    


    WHEREAS,
the Employee has been granted Restricted Stock Units (“RSUs”) under the Plan
subject to the terms provided in this Agreement and the Plan.

    


    NOW,
THEREFORE, the Corporation and the Employee hereby agree as
follows:

    


    1.  Provisions of Plan
Control.  This Agreement shall be governed by the provisions of
the Plan, the terms and conditions of which are incorporated herein by
reference.  The Plan empowers the Administrator to make
interpretations, rules and regulations thereunder, and, in general, provides
that determinations of the Administrator with respect to the Plan shall be
binding upon the Employee.  Unless otherwise provided herein, all
capitalized terms in this Agreement shall have the meanings ascribed to them in
the Plan.  A copy of the Plan will be delivered to the Employee upon
reasonable request.

    


    2.  Terms of
Award.  The Employee has been granted ______ RSUs under the
Plan. The Administrator has determined that the Employee will vest in 100% of
the RSUs granted hereunder on __________ provided that the Employee is still in
the employ of the Corporation or one of its Subsidiaries on each such
date.

    


    Notwithstanding
the foregoing, the provisions of Section 8(e) of the Plan, regarding a
Triggering Event, shall not apply to this Agreement.  Instead, in
connection with a Triggering Event, all RSUs shall vest in full upon any of the
following:

    


    
      	
               
      

            	
              (i)

            	
              If
      the Corporation’s shares remain publicly traded on a national securities
      exchange after the Triggering Event, upon termination of Employee’s
      employment by the Corporation other than for “Cause,” as defined below, or
      upon Employee’s voluntary termination of his employment for “Good Reason,”
      as defined below, during a Protected Period or within two (2) years
      following a Triggering Event;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Upon
      a Triggering Event where the Corporation’s shares do not remain publicly
      traded on a national securities exchange after the Triggering Event,
      unless the RSUs granted hereunder are converted, on a tax-free basis, into
      similar restricted stock units based on the shares of an acquiring
      corporation that is publicly traded on a national securities exchange;
      or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              If
      the Corporation’s shares do not remain publicly traded on a national
      securities exchange after the Triggering Event and the RSUs granted
      hereunder are converted, on a tax-free basis, into similar restricted
      stock units based on the shares of an acquiring corporation that is
      publicly traded on a national securities exchange, upon termination of
      Employee’s employment by the Corporation other than for “Cause,” as
      defined below, or upon the Employee’s voluntary termination of his
      employment for “Good Reason,” as defined below, during a Protected Period
      or within two (2) years following a Triggering
  Event.

            


    

    


    In
the event of accelerated vesting due to the termination of Employee’s employment
during a Protected Period, the accelerated vesting will occur as of the date of
the Triggering Event.

    


    Further,
the provisions of Section 8(d)(2) of the Plan regarding normal retirement or
early retirement shall not apply to this Agreement.  Instead, upon the
Employee’s Retirement, the RSUs shall immediately vest in full.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Finally,
notwithstanding the foregoing, the Employee shall become vested in a prorated
number of RSUs if the RSUs have not previously vested or been forfeited, as
follows:

    


    
      	
              a.  

            	
              upon
      the Employee’s termination of employment by the Corporation other than for
      “Cause,” as defined below, where such termination does not occur during a
      Protected Period or within two (2) years following a Triggering Event;
      or

            


    

    


    
      	
              b.  

            	
              upon
      the Employee’s voluntary termination of employment for “Good Reason,” as
      defined below, where such termination does not occur during a Protected
      Period or within two (2) years following a Triggering
    Event.

            


    

    


    
      	
              c.  

            	
              The
      number of RSUs that shall vest upon the occurrence of either (a) or (b)
      above shall be the number of RSUs determined by multiplying the total RSUs
      granted hereunder by the quotient of: (x) the number of days between and
      including the date of this Agreement and the date of the Employee’s
      termination of employment, divided by (y) 1,461
  days.

            


    

    


    For
purposes of this paragraph:

    


    
      	
              a.  

            	
              Termination
      for “Cause” will mean termination of the Employee’s employment
      upon:

            


    

    


    
      	
              (i)  

            	
              Employee’s
      repeated failure to perform his duties with the Corporation in a
      competent, diligent and satisfactory manner as determined by the
      Corporation’s Chief Executive Officer in his reasonable
      judgment;

            


    

    


    
      	
              (ii)  

            	
              Employee’s
      failure or refusal to follow the reasonable instructions or direction of
      the Corporation’s Chief Executive Officer, which failure or refusal
      remains uncured, if subject to cure, to the reasonable satisfaction of the
      Corporation’s Chief Executive Officer for five (5) business days after
      receiving notice thereof from the Corporation’s Chief Executive Officer,
      or repeated failure or refusal to follow the reasonable instructions or
      directions of the Corporation’s Chief Executive
  Officer;

            


    

    


    
      	
              (iii)  

            	
              any
      act by Employee of fraud, material dishonesty or material disloyalty
      involving the Corporation or its direct and indirect subsidiaries
      (collectively, the “Manpower
Group”);

            


    

    


    
      	
              (iv)  

            	
              any
      violation by Employee of a Manpower Group policy of material
      import;

            


    

    


    
      	
              (v)  

            	
              any
      act by Employee of moral turpitude which is likely to result in discredit
      to or loss of business, reputation or goodwill of the Manpower
      Group;

            


    

    


    
      	
              (vi)  

            	
              Employee’s
      chronic absence from work other than by reason of a serious health
      condition;

            


    

    
      	
              (vii)  

            	
              Employee’s
      commission of a crime the circumstances of which substantially relate to
      Employee’s employment duties with the Manpower Group;
  or

            


    

    
      	
              (viii)  

            	
              the
      willful engaging by Employee in conduct which is demonstrably and
      materially injurious to the Manpower Group.  For purposes of
      this Agreement, no act, or failure to act, on Employee’s part will be
      deemed “willful” unless done, or omitted to be done, by Employee not in
      good faith.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              b.  

            	
              “Good
      Reason” will mean, without the Employee’s consent, the occurrence of any
      one or more of the following:

            


    

    


    
      	
              (i)  

            	
              a
      material diminution in Employee’s authority, duties or
      responsibilities;

            


    

    


    
      	
              (ii)  

            	
              any
      material breach of any material obligation of the Manpower Group for the
      payment or provision of compensation or other benefits to
      Employee;

            


    

    


    
      	
              (iii)  

            	
              a
      material diminution in Employee’s base salary or a failure by the Manpower
      Group to provide an arrangement for Employee for any fiscal year of the
      Manpower Group giving Employee the opportunity to earn an incentive bonus
      for such year; or

            


    

    


    
      	
              (iv)  

            	
              a
      material diminution in Employee’s annual target bonus opportunity for a
      given fiscal year within two years after the occurrence of a Triggering
      Event, as compared to the annual target bonus opportunity for the fiscal
      year immediately preceding the fiscal year in which a Triggering Event
      occurred.

            


    

     

    Notwithstanding
the provisions above, Good Reason does not exist unless (i) Employee objects to
any material diminution or breach described above by written notice to the
Corporation within twenty (20) business days after such diminution or breach
occurs, (ii) the Corporation fails to cure such diminution or breach within
thirty (30) days after such notice is given and (iii) Employee’s employment with
the Manpower Group is terminated by Employee within ninety (90) days after such
diminution or breach occurs.  Further, notwithstanding the provisions
above, Good Reason does not exist if, at a time that is not during a Protected
Period or within two years after the occurrence of a Triggering Event, the
Corporation’s Chief Executive Officer, in good faith and with a reasonable
belief that the reassignment is in the best interest of the Manpower Group,
reassigns Employee to another senior executive level position in the Manpower
Group provided that Employee’s base compensation (either base salary or target
bonus opportunity for any year ending after the date of reassignment) is not
less than such base salary or target bonus opportunity in effect prior to such
reassignment for the year in which such reassignment occurs.

    


    
      	
              c.  

            	
              “Retirement”
      will mean termination of the Employee’s employment on or after the
      Employee has attained age 55 and has completed 10 years of
      Service.

            


    

    


    
      	
              d.  

            	
              “Service”
      means the period beginning on the date the Employee’s employment with the
      Manpower Group commences and ending on the date the Employee’s employment
      with the Manpower Group terminates.

            


    

    


    3.  Dividend Equivalents and
Voting Rights.  The Employee shall be credited with additional
RSUs equivalent to the dividends or distributions the Employee would have
received if the Employee had been the owner of a number of Shares equal of the
number of RSUs credited to the Employee during the year or shorter period that
the Employee holds RSUs.  The manner of calculating and crediting such
additional RSUs shall be determined in accordance with the Plan.  The
Employee shall not have any voting or other ownership rights in the Corporation
arising from the grant of RSUs under this Agreement.

    


    4.  Taxes.  The
Corporation may require payment or reimbursement of or may withhold any tax that
it believes is required as a result of the grant or vesting of such RSUs or any
payments in connection with the RSUs, and the Corporation may defer making
delivery of any Shares in respect of RSUs until arrangements satisfactory to the
Corporation have been made with regard to any such payment, reimbursement, or
withholding obligation.

    


    5.  Issuance and Delivery of
Shares.  In accordance with the Plan, Shares shall be
distributed to the Participant as of the date on which the RSUs
vest.  Shares shall be registered in the name of the Employee (either
in book-entry form or otherwise) promptly following the vesting
date.

    
      
      

      
        3

        
          

        

      

      


    

    6.  No Right to
Employment.  The granting of RSUs, and any payments or other
benefits received by the Employee in connection with the RSUs, is discretionary
and shall not be deemed a part of the Employee’s regular, recurring compensation
for any purpose, including without limitation for purposes of termination,
indemnity, or severance pay law of any country and shall not be included in, nor
have any effect on, the determination of benefits under any other employee
benefit plan, contract or similar arrangement provided to the Employee unless
expressly so provided by such other plan, contract or arrangement, or unless the
Committee expressly determines otherwise.

    


    7.  Multiple Executed
Copies.  This Agreement may be executed in multiple copies,
each of which will constitute an original, and which together will constitute
one and the same agreement providing for a single grant of RSUs.

     

    8.  Data
Privacy.  As a condition of the grant of these RSUs, Employee
consents to the collection, use and transfer of personal data as described in
this Paragraph 8.  Employee understands that the Corporation and/or
its Subsidiaries and/or agents working on its behalf, may hold certain personal
information about the Employee such as the Employee's name, home address and
telephone number, social security number, tax identification number or other
employee identification number, country of residence, salary, shares of common
stock or directorships held in the Corporation, details of all Corporation stock
options or other entitlement to shares of common stock awarded, canceled,
exercised, vested, unvested or outstanding, for the purpose of managing and
administering the Plan (“Data”).  Employee further understands that
the Corporation and/or its Subsidiaries will transfer Data amongst themselves as
necessary for the purposes of implementation, administration and management of
participation in the Plan.  The Corporation and/or any of its
Subsidiaries may each further transfer Data to agents, such as to a broker or
other third party, assisting the Corporation in the implementation,
administration and management of the Plan including any requisite transfer of
such Data as may be required for the subsequent holding of Shares on the
Employee's behalf.  Employee understands that such Data recipients may
be located in the Employee's country of residence or elsewhere, such as the
United States.  Employee authorizes all applicable parties specified
herein to receive, possess, use, retain, transfer and retire Data in electronic
or other form, for the purposes of implementing, administering and managing
participation in the Plan.  Employee understands that he or she may,
at any time, view the Data, request changes or ask questions by contacting his
or her local human resources representative of the Corporation.

    
 

    IN
WITNESS WHEREOF, the Corporation has caused this Agreement to be executed as of
the date and year first above written.

    


    
      	 	
               

            	 
	 	 
      	 
	 	
              MANPOWER
      INC.

            	 
	 	 
      	 
	 	 
      	 
	 	
              By:/s/
      Jeffrey A. Joerres

            	 
	 	
                    Jeffrey
      A. Joerres  

                   
      Chairman, Chief Executive Officer & President

            	 


    

    


    The
undersigned Employee hereby accepts the foregoing grant of Restricted Stock
Units and agrees to the several terms and conditions hereof and of the
Plan.

    


        

      	 	
               

            	 
	 	
                    Employee

            	 

                                                                                                     
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