1994 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN
(AMENDED AND RESTATED EFFECTIVE FEBRUARY 23, 1998)
PURPOSE OF THE PLAN
The purpose of the Plan is to attract and retain superior Employees, to provide a stronger incentive for such
Employees to put forth maximum effort for the continued success and growth of the Company and its
Subsidiaries, and in combination with these goals, to encourage stock ownership in the Company by Employees.
The Board of Directors of the Company believes the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company among participating Employees.
This Section A of the Plan sets out the terms of the Plan applicable to all Employees except those Employees
employed in the United Kingdom to whom the terms of Section B of the Plan apply.
Unless the context otherwise requires, the following terms shall have the meanings set forth below:
(a) "Cause" shall mean, if not cured by the Holder within 60 days, (a) the Holder's commission of an act of fraud
and dishonesty intended to result in his direct or indirect enrichment at the expense of the Company or a
Subsidiary which is determined to be a felony by a court of competent jurisdiction; or (b) the Holder's
engagement in gross misconduct which results in a demonstrably material injury to the Company or a Subsidiary,
monetary or otherwise, provided such misconduct was not in good faith and he had no reasonable belief such act
or omission was in the best interests of the Company and its shareholders.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the Committee of the Board of Directors constituted as provided in Paragraph 4 of
(d) "Company" shall mean Manpower Inc., a Wisconsin corporation.
(e) "Disability" shall mean a physical or mental incapacity which, as determined by the Committee, results in a
Holder ceasing to be an Employee.