Employment Agreement - H&R Block Inc. and George T. Robson
H&R Block, Inc. Richard H. Brown
4410 Main Street President and
Kansas City, Missouri 64111 Chief Executive Officer
(816) 932-7577
Fax (816) 753-8628
June 18, 1996
Mr. George T. Robson
300 Caversham Road
Bryn Mawr, Pennsylvania 19010
Dear George:
This letter confirms our recent verbal agreement to revise the terms of
your employment with HRB Management, Inc. ("HRB"), and to make corresponding
changes to such terms as set forth in my December 20, 1995 letter to you (the
"Employment Letter").
We have agreed that, effective immediately, item 6 of the Employment
Letter is revised to read as follows:
"6. You will be protected against a "Change of Control" of Block that
is not initiated by Block, should such a Change of Control
occur during the five-year period following the commencement of your
employment with HRB. If at any time during the one-year period
following such Change of Control, your employment is terminated without
"cause" under Block's or HRB's policies in existence immediately prior
to the Change of Control, or if you terminate your employment for any
reason (or no reason) during the 60-day period following such Change of
Control of Block, certain elements of your compensation will continue.
"HRB will continue to pay your base salary for a two-year
period following such termination; HRB will pay to you bonus
compensation for the fiscal year in which the termination occurs and
for the fiscal year following the year of termination, such bonus
compensation to be equal to the target award amount for the year in
which the termination occurs; vesting of nonvested stock options will
accelerate and all stock options may be exercisable for three months
following termination; and HRB will continue health, life and
disability insurance benefits for up to two years following the
termination to the extent that you do not obtain similar benefits from
another party.
<PAGE> 2
Mr. George T. Robson
June 18, 1996
Page Two
"A Change of Control means (i) acquisition of beneficial ownership of
50% or more of Block's voting securities by an individual, entity or
group other than Block or any of its affiliates; (ii) approval by
Block's stockholders of a reorganization, merger or consolidation of
Block (whether by a single transaction or a series of related
transactions), but only if the beneficial owners of Block common stock
immediately before the transaction (or related transactions) do not,
immediately after the transaction (or related transactions),
beneficially own, directly or indirectly, more than 50% of the company
resulting from the transaction (or related transactions); (iii) a
complete liquidation or dissolution of Block or of the sale or other
disposition of all or substantially all of the assets of Block; or (iv)
turnover of more than a majority of the directors on the Board of
Directors of Block as a result of a proxy contest or a series of proxy
contests under the Securities and Exchange Commission proxy rules. Any
event, transaction or series of transactions described in this
paragraph that is initiated by Block shall not constitute a Change of
Control under the terms of this letter.
"On the fifth anniversary of your employment by HRB, Block will
consider and discuss with you the possible extension of the Change of
Control provisions.
"The sale, distribution or other disposition by Block or any
subsidiary of Block of all or substantially all of the common stock
of CompuServe Corporation held directly or indirectly by Block on the
date of this letter shall not constitute a Change of Control under the
terms of this letter."
If the foregoing reflects your understanding of our agreement, please
sign and return a copy of this letter to me, and the terms of this letter will
become effective.
Very truly yours,
HRB Management, Inc. Accepted and agreed to this 18th
day of June, 1996:
/s/Richard H. Brown /s/George T. Robson
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Richard H. Brown George T. Robson