X0201 4 2004-01-22 1 0000802806 RIGHT MANAGEMENT CONSULTANTS INC RHT 0001168424 SMITH JOSEPH T 1818 MARKET STREET 33RD FLOOR PHILADELPHIA PA 19103 1 0 0 0 Common Stock 2004-01-22 4 U 0 61676 D 0 D Stock Options (Right to Buy) 2004-01-23 4 U 0 189845 D 2005-10-23 Common Stock 189845 0 D Stock Options (Right to Buy) 2004-01-16 4 U 0 136688 D 2006-01-03 Common Stock 136688 0 D Stock Options (Right to Buy) 2004-01-23 4 U 0 88088 D 2007-02-05 Common Stock 88088 0 D Stock Options (Right to Buy) 2004-01-23 4 U 0 50625 D 2008-06-30 Common Stock 50625 0 D Stock Options (Right to Buy) 2004-01-23 4 U 0 84375 D 2008-12-31 Common Stock 84375 0 D Stock Options (Right to Buy) 2004-01-23 4 U 0 50625 D 2009-01-10 Common Stock 50625 0 D Stock Options (Right to Buy) 2004-01-23 4 U 0 84375 D 2009-12-14 Common Stock 84375 0 D Stock Options (Right to Buy) 2004-01-23 4 U 0 11250 D 2012-10-23 Common Stock 11250 0 D Stock Options (Right to Buy) 2004-01-23 4 U 0 7500 D 2013-01-01 Common Stock 7500 0 D Stock of the issuer tendered pursuant to an offer (the "Offer") from Hoosier Acquisition Corp. ("Hoosier"), a wholly-owned subsidiary of Manpower Inc. ("Manpower"), to exchange each share of common stock for 0.3874 of a shares of Manpower common stock (the "Exchange Rate"). As of the effective time of the merger of the issuer and Hoosier (subsequent to the consummation of the Offer), each option (a "Company Option") which fully vested (to the extent not already vested) upon the consummation of the Offer, was assumed by Manpower in the merger and converted to a fully vested and immediately exercisable option to acquire a number of shares of Manpower common stock equal to the product of the Exchange Rate and the number of shares subject to such Company Option (with any fractional shares rounded to the nearest whole share). The exercise price per share of Manpower common stock is equal to the aggregate exercise price for the shares of issuer common stock subject to such Company Option, divided by the number of shares of Manpower common stock subject to such assumed Company Option. Charles J. Mallon, Attorney in Fact for Joseph T. Smith 2004-01-23