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MAN > SEC Filings for MAN > Form 8-K on 19-Aug-2013All Recent SEC Filings

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Change in Directors or Principal Officers

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 13, 2013, ManpowerGroup Inc. (the "Company") entered into a severance agreement with Darryl Green, its President, effective as of August 1, 2013. This severance agreement replaces a similar agreement that expired on July 31, 2013. The new severance agreement expires on August 1, 2016, three years from the expiration date of the severance agreement it replaces. Aside from the new term, the severance agreement is in substantially the same form as the severance agreement it replaces with certain other modifications including the following changes:

Under the severance agreement, upon the executive's (i) involuntary termination (other than for "cause"), (ii) voluntary termination for "good reason" or (iii) termination due to the death or disability of the executive, the executive is entitled to receive a prorated incentive for the year in which termination occurs. Under the prior agreement, Mr. Green was entitled to receive his target annual incentive.

The definition of "good reason" has been modified to include (i) any material breach by the Company or one of its affiliates of a material obligation to pay or provide benefits or compensation to the executive, (ii) a material diminution in base salary, (iii) a material diminution in the executive's authority, duties or authority, coupled with a material reduction in the executive's target bonus opportunity, (iv) a material diminution in the executive's authority, duties or responsibility which is not coupled with a material reduction in the executive's target bonus opportunity, but which occurs within 2 years after a change of control; or (v) a material reduction in the executive's target bonus opportunity which is not coupled with a material diminution in the executive's authority, duties or responsibilities, but which occurs within 2 years after a change of control. Under the prior agreement, "good reason" included a material diminution of the executive's authority, duties or responsibilities (except in the case of a good faith reassignment to another senior executive level position by the CEO prior to a change in control), but did not include a material diminution in his target bonus opportunity (other than in the two years following a change of control).

The healthcare continuation benefits for a termination that does not occur in connection with a change of control have been revised so that the Company will pay the total cost of benefit continuation for twelve months. Under the prior agreement, the Company was required only to pay the normal employer-portion of such cost.

The foregoing description of the severance agreements is qualified in its entirety be reference to the severance agreement filed therewith as exhibit 10.1, which is incorporated by reference into this Item 5.02.

Item 9.01.           Exhibits.

Exhibit No. Description
10.1        Severance Agreement dated August 13,
            2013 between the Company and Darryl

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