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 RSUs will
vest as to one-third of the RSUs on the first annual anniversary date hereof and an additional one-third of the
RSUs will vest on each of the two (2) subsequent annual anniversaries of such date, provided that the Employee
is still in the employ of the Corporation on each such date. To the extent that the number of RSUs vesting on any
anniversary date is a fractional number, the cumulative number shall be rounded to the closest whole number,
provided however, that to the extent necessary, the cumulative number of RSUs vesting on the 3
anniversary date shall be adjusted so that the total RSUs that have vested on o