-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RfzvRUnhqrPPByX+QnzB1aVaAG3oiuKIdkFRcRsBU2xYLvaBGVuFG0sAEqKcxIW4 jnpROW+4rnddHaqkEHGyyQ== 0000892712-05-000250.txt : 20050218 0000892712-05-000250.hdr.sgml : 20050218 20050218143846 ACCESSION NUMBER: 0000892712-05-000250 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050216 FILED AS OF DATE: 20050218 DATE AS OF CHANGE: 20050218 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MANPOWER INC /WI/ CENTRAL INDEX KEY: 0000871763 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 391672779 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5301 N IRONWOOD RD CITY: MILWAUKEE STATE: WI ZIP: 53217 BUSINESS PHONE: 4149611000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOERRES JEFFREY A CENTRAL INDEX KEY: 0001182537 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10686 FILM NUMBER: 05627040 BUSINESS ADDRESS: STREET 1: 5301 NORTH IRONWOOD RD CITY: MILWAUKEE STATE: WI ZIP: 53217 BUSINESS PHONE: 4149611000 MAIL ADDRESS: STREET 1: 5301 NORTH IRONWOOD ROAD CITY: MILWAUKEE STATE: WI ZIP: 53217 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-02-16 0000871763 MANPOWER INC /WI/ MAN 0001182537 JOERRES JEFFREY A MANPOWER INC. 5301 N. IRONWOOD ROAD MILWAUKEE WI 53217 1 1 0 0 Chairman, CEO and President Common Stock 2005-02-16 4 A 0 22500 0 A 117247.5844 D Common Stock 2005-02-16 4 A 0 45000 0 A 162247.5844 D Common Stock 300 I By trust in Wife's name Stock Option (Right to Buy) 44.37 2005-02-16 4 A 0 150000 A 2015-02-16 Common Stock 150000 150000 D Grant of restricted stock under the 2003 Equity Incentive Plan of Manpower Inc. (the "2003 Plan"). The shares vest in full on 2/16/11. However, the restricted stock may vest in full on 2/16/08 if the Company's total shareholder return during the three-year period ending 2/16/08 (the "Measurement Period") exceeds the total shareholder return during the Measurement Period of the 60th percentile of a peer group selected by the Executive Compensation Committee. Total shareholder return is defined as the appreciation of the price of the Company's or peer group company's common stock, assuming the reinvetment of dividends. None of the restricted shares will vest on the third aniversary of the date of the award if the Company's total shareholder return during the Measurement Period is below the total shareholder return during the Measurement Period of the 60th percentile of the peer group. Grant of restricted stock under the 2003 Plan. The restricted stock vests in full on 2/16/2011. Stock option grant under the 2003 Plan. The exercise price of $44.37 is the closing price on the New York Stock Exchange on February 15, 2005, the last trading day immediately preceding the date of grant. The option vests as to 50% of the shares covered by the option on 2/16/2007 and 50% of the shares covered by the option on 2/16/2009. /s/ Michael J. Van Handel (pursuant to Power of Attorney filed herewith) 2005-02-18 EX-24 2 joerrespoa.htm POWER OF ATTORNEY

POWER OF ATTORNEY

For Executing Forms 3, 4 and 5 and 144

Know all by these present, that the undersigned constitutes and appoints each of Jeffrey A. Joerres and Michael J. Van Handel, signing singly, her true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)

execute for and on behalf of the undersigned notices on Form 144 in accordance with Rule 144 under the Securities Act of 1933;

(3)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Forms 3, 4 or 5 or Form 144 and the timely filing of such forms with the United States Securities and Exchange Commission and any other authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 and the rules thereunder or Rule 144 under the Securities Act of 1933. This Power of Attorney shall be a durable power of attorney and shall not be affecte d by subsequent disability or incapacity of the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18 day of 12, 2002.

/s/ Jeffrey A. Joerres

Jeffrey A. Joerres

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