Executive Employment Agreement - H & R Block Inc. and Richard H. Brown
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is dated July 29, 1995,
and is entered into by and between H & R BLOCK, INC., a Missouri corporation
("Block") and RICHARD H. BROWN ("Executive").
ARTICLE ONE
EMPLOYMENT
1.01 - Term of Employment. Block hereby employs Executive and Executive
hereby accepts such employment by Block for the period beginning on the earlier
of August 10, 1995, or the effective date of the cessation of his employment by
Ameritech Corporation and ending on the date three years following such date
and continuing thereafter for successive periods of one year each ("Employment
Period") unless no later than 45 days preceding the end of any such period
either party hereto furnishes the other with written notice of his or its
desire to terminate this Agreement, in which case this Agreement and
Executive's employment hereunder shall terminate on the last day of such 45-day
notice period. Any termination or expiration of this Agreement shall not be
effective as to those portions of this Agreement which, by their express terms
as set forth below, require performance by either party following termination
of this Agreement.
1.02 - Duties. (a) Executive is employed by Block to serve as the
President and Chief Executive Officer of Block subject to the authority and
direction of Block's Board of Directors (the "Board") and, subject to the
foregoing, the Executive shall have such authority and responsibility and
duties as are normally associated with such position. Upon the occurrence of a
vacancy in the offices of Chairman of the Board and its Executive Committee,
Block shall use its best efforts to cause the Executive to be elected to such
offices.
(b) So long as he is employed under this Agreement, Executive agrees to
devote his full business time and efforts exclusively on behalf of Block and to
competently and diligently discharge his duties hereunder. Executive shall not
be prohibited from engaging in such personal, charitable, or other
nonemployment activities as do not interfere with his full-time employment
hereunder and which do not violate the other provisions of this Agreement.
Executive may, following approval by the Board, become a member of the board of
directors of a "for-profit" corporation or entity. Such approval will not be
unreasonably withheld by the Board but such approval may be withheld if the
Board reasonably determines that such activity conflicts with Executive's
duties hereunder, either in terms of Executive's time to be devoted thereto or
in terms of the relationship of such corporation's or entity's business to the
present or future business then conducted or proposed to be conducted by Block,
whether or not such business
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is directly competitive with the business of Block. Executive shall comply
fully with all reasonable policies of Block as are from time to time in effect
and applicable to his position.
1.03 - Compensation. (a) Base Salary. Block shall pay to Executive during
the Employment Period, a minimum gross salary at an annual rate of $650,000
("Base Salary"), payable monthly or at any shorter pay periods as Block may use
for its other executive employees. The Base Salary shall be reviewed for
increases by the Board or appropriate committee thereof no less often than
annually during the Employment Period and, if so increased by the Board, such
increased amount shall become the "Base Salary" for purposes of this Agreement.
(b) Bonuses.
(i) Block shall pay Executive a special, one-time, initial employment
bonus of $250,000 promptly following the beginning of the Employment Period.
(ii) Executive shall be entitled to participate in Block's 1996 Fiscal
Year Management Incentive Plan. Under such Plan, the Executive shall have a
target bonus of $375,000, an opportunity to earn 150% of such target bonus
and the criteria for payment thereunder shall be based only upon Block's
achievement of its budgeted pre-tax earnings. Solely for purpose of
determining the eligibility of Executive to participate in such Plan for the
fiscal year ending April 30, 1996, Executive shall be deemed to have been
employed by Block on May 1, 1995. Throughout the Employment Period,
Executive shall be entitled to participate in Block's Management Incentive
Plan for all fiscal years during such Employment Period and his minimum
target bonus for each such fiscal year shall not be less than 57 percent of
his base salary in effect as of the beginning of each such fiscal year.
(c) Stock; Stock Options.
(i) Executive shall, promptly, after the date of commencement of the
Employment Period, receive an award of 46,370 Restricted Shares of Block's
common stock under The 1993 Long-Term Executive Compensation Plan of H & R
Block, Inc. 18,153 of such Restricted Shares shall vest on January 1, 1996
and one-third of the balance shall vest, respectively, on the last day of
each of the first through third years of the Employment Period. Prior to the
time such Restricted Shares are so vested, the Executive shall be entitled to
receive any cash dividends payable with respect to unvested shares.
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(ii) Executive shall, promptly after the date of commencement of the
Employment Period, be granted an option under Block's applicable stock option
plan to purchase 250,000 shares of Block's common stock at a price per share
equal to the closing price thereof on the New York Stock Exchange on the date
of grant. Such option shall expire on the tenth anniversary of the date it is
granted and shall vest and become exercisable as to one-third of the shares
covered thereby on each of the three anniversaries of the date such option is
granted. The parties anticipate that Executive shall participate with other
Block executives in grants of options for future fiscal years in varying
amounts under applicable Block stock option plans as approved from time to
time by the Board.
(iii) Executive shall receive awards under the H & R Block Long-Term
Performance Program attached hereto as Exhibit A (the "Program"). Executive
is hereby awarded 6,500 Performance Units under the Program as respects the
Performance Period May 1, 1995 through April 30, 1998. For and with respect
to each succeeding three-year Performance Period, Executive shall be awarded
that number of Performance Units having a market value at the beginning of
each such Performance Period of no less than $260,000. (Capitalized words
used in this subsection (iii) shall have the meanings ascribed thereto in the
Program.)
(d) Relocation Benefits.
(i) Block shall reimburse the Executive for all reasonable packing,
shipping and transportation costs incurred by Executive in relocating
himself, his family and personal property from Lake Forest, Illinois, to the
Greater Kansas City Area. In addition, Block shall reimburse Executive for
the costs of interim (up to 120 days) housing in Kansas City, prior to the
time Executive's family relocates to Kansas City and for the costs of air
fare, parking, etc.; for weekend trips to Chicago during such period.
(ii) Block shall reimburse Executive for the reasonable and customary
charges for real estate commissions and legal fees, if any, in connection
with the sale of Executive's residence in Lake Forest, Illinois, and the
purchase of a residence in the Greater Kansas City Area.
(iii) Executive shall exercise his reasonable best efforts to cause the
sale at the highest price of his Illinois residence. In the event that,
despite such efforts, Executive is unable to sell such residence
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within six months after commencement of the Employment Period then, upon
request by Executive, Block shall either: purchase such residence, free and
clear of all liens and encumbrances, at a price equal to the mean average of
three appraisals by three qualified, independent appraisers (one selected and
paid for by Block; one selected and paid for by Executive; and one selected
by such appraisers and paid one-half by each of Block and Executive); or, at
Block's election, cause such purchase to be made by an independent relocation
service in accordance with economically similar arrangements.
1.04 - Business Expenses. Block shall promptly pay directly, or reimburse
Executive for, all business expenses, to the extent such expenses are paid or
incurred by Executive during the term hereof in accordance with Block policy
approved by the Board and in effect from time to time and to the extent such
expenses are reasonable and necessary to the conduct by Executive of Block's
business.
1.05 - Fringe Benefits. During the Employment Period, Block shall make
available to Executive such insurance, sick leave, deferred compensation, stock
options (also referred to in Section 1.03(b)(ii) above), retirement, vacation
and other like benefits as are approved by the Board and provided from time to
time to the other executive-level employees of Block or Block's subsidiaries;
provided, however, such benefits shall not, during the Employment Period, be
substantially dissimilar from those offered by Block during its 1996 fiscal
year to Executive's predecessor at Block. Executive shall not be required to
fulfill any waiting-period requirements in order to be eligible for
participation in applicable, Block health insurance plans. Block shall also
pay up to $80,000 annually as respects annual premiums for split-dollar life
insurance on the life of Executive, which insurance is selected by Executive
and as to which Executive meets any age health or similar eligibility
requirements.
1.06 - Termination of Employment and Employment Period. The employment of
Executive under this Agreement may be terminated during the Employment Period
in accordance with subsections (a) through (d), below.
(a) Executive's employment may be terminated by Block if the Board
determines that "cause" for such termination exists and Block furnishes 30
days' prior written notice of such termination to Executive. As used in this
Agreement, the term "cause" shall refer only to any one or more of the
following grounds:
(i) Executive's commission of an act materially and demonstrably
detrimental to the good will of Block or any subsidiary of Block, which act
constitutes gross
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negligence or willful misconduct by the Executive in the performance of his
material duties to Block; or
(ii) commission by Executive of any act of dishonesty or breach of trust
resulting or intending to result in material personal gain or enrichment of
Executive at the expense of Block or any subsidiary of Block; or
(iii) Executive's conviction of a misdemeanor (involving an act of moral
turpitude) or a felony; or
(iv) for any reason (or no reason) at any time after the last day of
Block's fiscal year during which Executive attains normal retirement age
under Block's benefit plans; or
(v) Executive's death or total and permanent disability. The term "total
and permanent disability" shall have the meaning ascribed thereto under any
long-term disability plan maintained by Block.
(b) Executive's employment may be terminated by Executive if he determines
that "good reason" for such termination exists and Executive furnishes 30 days'
prior written notice of such termination to Block. As used in this Agreement,
the term "good reason" shall refer only to any one or more of the following
grounds:
(i) substantial reduction by Block (over the objection of Executive) in
Executive's duties, authority or status; or
(ii) the failure by Block to pay the Base Salary, bonus or other
compensation required hereunder; or
(iii) the failure, at or immediately following Block's 1997 Annual Meeting
of Shareholders or, if earlier, upon the occurrence of a vacancy in the
offices of Chairman of the Board and Chairman of the Executive Committee of
the Board to cause Executive at such time to be elected Chairman of the Board
and Chairman of the Executive Committee of the Board (whether or not Block's
best effort therefor are made in the manner specified in section 1.02(a)
above); or
(iv) for any reason (or no reason) during the 60-day period following the
date of a "Change of Control" of Block occurs. For the purpose of this
subsection, a "Change of Control" shall mean:
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(x) the acquisition, other than from Block, by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 35% or more of the then outstanding voting securities of Block
entitled to vote generally in the election of directors, but excluding, for
this purpose, any such acquisition by Block or any of its subsidiaries, or
any employee benefit plan (or related trust) of Block or its subsidiaries,
or any corporation with respect to which, following such acquisition, more
than 50% of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners of the voting
securities of Block immediately prior to such acquisition in substantially
the same proportion as their ownership, immediately prior to such
acquisition, of the then outstanding voting securities of Block entitled to
vote generally in the election of directors, as the case may be; or
(y) individuals who, as of the date hereof, constitute the Board (as of
the date hereof, the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board, provided that any individual or
individuals becoming a director subsequent to the date hereof, whose
election, or nomination for election by Block's shareholders, was approved
by a vote of at least a majority of the Board (or nominating committee of
the Board) shall be considered as though such individual were a member or
members of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection with an
actual or threatened election contest relating to the election of the
directors of Block (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act); or
(z) approval by the shareholders of Block of a reorganization, merger or
consolidation of Block, in each case, with respect to which all or
substantially all of the individuals and entities who were the respective
beneficial owners of the voting securities of Block immediately prior to
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such reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own, directly or
indirectly, more than 50% of the then outstanding voting securities entitled
to vote generally in the election of directors of the corporation resulting
from such reorganization, merger or consolidation, or a complete liquidation
or dissolution of Block or of the sale or other disposition of all or
substantially all of the assets of Block.
(c) Except as provided in subsection (d) below, if Block terminates
Executive's employment without "cause" or upon expiration of the Employment
Period following written notice from Block that it wishes to terminate
Executive's employment upon such expiration or if Executive terminates his
employment with Block for "good reason", then, upon such termination of
Executive's employment: (i) Block shall continue to pay to Executive the Base
Salary in effect upon such termination or expiration throughout the two-year
period following such termination or expiration as the same would have been
made had Executive remain employed by Block hereunder; (ii) Block shall pay to
Executive, at such times as the same would have been paid to Executive had he
remained employed hereunder, the following bonus payments: (x) a prorata
portion of his annual bonus (such portion of the actual, annual bonus earned
for the fiscal year during which such termination or expiration occurs as is
proportionate to the portion of active employment hereunder by Executive during
such fiscal year) together with such portion of the target bonus for such
fiscal year as is proportionate to the portion of such fiscal year he is not so
employed; (y) for the second fiscal year after such termination or expiration,
the target bonus in effect for the fiscal year during which such termination or
expiration occurs; and (z) for the third fiscal year after such termination or
expiration, such portion of the target bonus paid under subsection (y) above as
is proportionate to the portion of the fiscal year of Executive's active
employment specified in subsection (x) above; and (iii) all unvested options to
purchase shares of Block common stock held by Executive shall vest upon the
date of termination or expiration of Executive's employment and such options,
and all other vested options held by Executive on the date of termination or
expiration, shall be exercisable by Executive for a period of two years after
such termination or expiration; and (iv) all restrictions on any shares of
Block common stock held by Executive shall terminate and such common stock
shall fully vest upon the date of termination or expiration of Executive's
employment; and (iv) Block shall, during the two-year period following such
termination or expiration of Executive's employing, continue Executive's
health, life and disability insurance benefits, but only to the extent
Executive does not obtain similar benefits paid for by a third party after such
termination or expiration. Except as set forth above in this subsection (c),
Block shall have no further obligations to
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Executive upon commencement of payments under this subsection. Upon such
termination or expiration, Block shall provide Executive such outplacement
services (from a provider reasonably selected by Executive) as are then
customarily provided by other companies to their similarly situated executives.
(d) Upon termination of Executive's employment pursuant to subsection
1.06(a) above or upon the voluntary resignation of Executive or upon the
expiration of the Employment Period following written notice from Executive
that he wishes to terminate his employment upon such expiration, Block shall
have no further obligations under this Agreement and no further payments of
Base Salary or bonus shall be payable by Block to Executive, except as required
by the express terms of any written benefit plans or written arrangements
maintained by Block and applicable to Executive at the time of such termination
or expiration of Executive's employment.
ARTICLE TWO
CONFIDENTIALITY
2.01 - Background and Relationship of Parties. The parties acknowledge (for
all purposes including, without limitation, Articles Two and Three of this
Agreement) that Block and its subsidiaries have been and will be engaged in a
continuous program of acquisition and development respecting their businesses,
present and future, and that, in connection with Executive's employment by
Block, Executive will be expected to have access to all information of value to
Block and that Executive's employment creates a relationship of confidence and
trust between Executive and Block with respect to any information applicable to
the businesses of Block and its subsidiaries. Executive will possess or have
unfettered access to information that has been created, developed or acquired
by Block and its subsidiaries or otherwise become known to Block and its
subsidiaries and which has commercial value in the businesses in which Block
and its subsidiaries have been and will be engaged and has not been publicly
disclosed by Block. All information described above is hereinafter called
"Proprietary Information". By way of illustration, but not limitation,
Proprietary Information includes trade secrets, developments, designs,
marketing plans, product information, business and financial information and
plans, strategies, forecasts, new products and services, financial statements,
budgets, projections, prices and acquisition plans. Proprietary Information
shall not include any portions of such information which are now or hereafter
made public by third parties in a lawful manner or made public by parties
hereto without violation of this Agreement.
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2.02 - Proprietary Information is Property of Block. (a) All Proprietary
Information shall be the sole property of Block and its assigns, and Block
shall be the sole owner of all patents, copyrights, trademarks, names and other
rights in connection therewith and without regard to whether Block is at any
particular time developing or marketing the same. Executive assigns to Block
any rights Executive may have or may acquire in such Proprietary Information.
At all times, Executive will keep in strictest confidence and trust all
Proprietary Information and Executive will not use or disclose any Proprietary
Information without the written consent of Block, except as may be necessary in
the ordinary course of performing duties as an employee of Block or as may be
required by law or the order of any court or governmental authority.
(b) In the event of the termination of Executive's employment by Block for
any reason (including no reason), Executive shall promptly deliver to Block all
copies of all documents, notes, drawings, specifications, documentation, data
and other materials of any nature belonging to Block and obtained during the
course of Executive's employment with Block. In addition, upon such
termination, Executive will not remove from the premises of Block any of the
foregoing or any reproduction of any of the foregoing or any Proprietary
Information that is embodied in a tangible medium of expression.
ARTICLE THREE
NON-HIRING; NO CONFLICTS; NONCOMPETITION
3.01 - General. The parties hereto acknowledge that, during the course of
Executive's employment by Block, the Executive shall have access to information
valuable to Block concerning its key employees and, in addition to Executive's
access to such information, Executive may, during (and in the course of)
Executive's employment by Block, develop relationships with such key employees
whereby information valuable to Block concerning its employees was acquired by
Executive. Such information includes, without limitation: the identity,
skills and performance levels of Block's key employees, as well as compensation
and benefits paid by Block to such key employees.
3.02 - Non-Hiring. During the Employment Period and during the term of any
subsequent employment with Block and during the time Executive is receiving
payments hereunder and for a period of one year after the later of:
termination by Block or Executive for any reason (or no reason) of such
employment; or cessation of such payments, the Executive will not knowingly
recruit, solicit or hire any key employee of Block or any subsidiary of Block
or otherwise induce any such key employee to leave the employment of Block to
become an employee of or otherwise be associated with any
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other party or with Executive or any company or business with which Executive
is or may become associated.
3.03 - No Conflicts. Executive represents that the performance by Executive
of all the terms of this Agreement will not breach any agreement as to which
Executive is or was a party and which requires Executive to keep any
information in confidence or in trust. Executive has not brought with him to
Block nor will Executive use in the performance of employment responsibilities
at Block any proprietary materials or documents of a former employer that are
not generally available to the public, unless Executive has obtained express
written authorization from such former employer for their possession and use.
Executive has not and will not breach any obligation of confidentiality that
Executive may have to former employers and Executive shall fulfill all such
obligations during his employment with Block.
3.04 - Non-Competition.
(i) During any period of Executive's employment with Block (during the
Employment Period and any period of employment thereafter) Executive shall
not engage in, or own or control any interest in (except as a passive
investor in publicly-held companies, holding less than one percent of its
outstanding securities), or act as an officer, director or employee of, or
consultant, advisor or lender to, any firm, corporation, institution or
business which engages in any line of business which is competitive with any
line of business of Block or any of its subsidiaries (or which Block or any
subsidiary is engaged in evaluating or developing).
(ii) During the time Executive is receiving payments hereunder and for a
period of one year after the later of: termination of Executive's employment
hereunder by Block or Executive (for any reason including no reason); or
cessation of such payments; Executive will not (except as permitted by
subsection (iii) below) own or control any interest in (except as a passive
investor in publicly-held companies, holding less than one percent of its
outstanding equity securities) or act as an officer, director or employee of,
or consultant, advisor or lender to, any firm, corporation, institution or
business which engages in any line of business which is competitive with any
line of business of Block or any of its subsidiaries (or which Block or any
such subsidiary is or was engaged in evaluating or developing) at the time
Employee's employment terminates or during the 180-day period prior thereto.
(iii) For purposes of subsection (ii) above, the term "line of business"
shall not include any line of business comprising the telecommunications
industry nor as to Block, any line of business which is immaterial in
quantity and character to the business and prospective businesses of Block
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or any subsidiary of Block; and, as to any corporation, firm, institution or
business with which Executive proposes to become associated, as set forth in
said subsection (iii), any line of business which is immaterial in size
within the industry it operates and to such corporation, firm, institution or
business.
3.05 - Reasonableness of Restrictions. Executive acknowledges that the
restrictions contained in this Agreement are reasonable but should any
provisions of any Article of this Agreement be determined to be invalid,
illegal or otherwise unenforceable or unreasonable in scope by any court of
competent jurisdiction, the validity, legality and enforceability of the other
provisions of this Agreement shall not be affected thereby and the provision
found invalid, illegal or otherwise unenforceable or unreasonable shall be
considered by Block and Executive to be amended as to scope of protection, time
or geographic area (or any one of them, as the case may be) in whatever manner
is considered reasonable by that court and, as so amended, shall be enforced.
ARTICLE FOUR
MISCELLANEOUS
4.01 - Entire Agreement. This Agreement constitutes the entire agreement
and understanding between Block and Executive concerning the subject matter
hereof. No modification, amendment, termination or waiver of this Agreement
shall be binding unless in writing and signed by Executive and a duly
authorized officer of Block. Failure of Block or Executive to insist upon
strict compliance with any of the terms, covenants or conditions hereof shall
not be deemed a waiver of such terms, covenants and conditions.
4.02 - Specific Performance by Executive. Executive acknowledges that money
damages alone will not adequately compensate Block for breach of any of
Executive's covenants and agreements herein and, therefore, in the event of the
breach or threatened breach of any such covenant or agreement by Executive, in
addition to all other remedies available to Block at law, in equity or
otherwise, Block shall be entitled to injunctive relief compelling specific
performance of (or other compliance with) the terms hereof.
4.03 - Successors and Assigns. This Agreement shall be binding upon
Executive and the heirs, executors, assigns and administrators of Executive or
his estate and property and shall inure to the benefit of Block and its
successors and assigns. Executive may not assign or transfer to others the
right to receive payments hereunder nor the obligation to perform duties
hereunder.
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4.04 - Taxes.
(i) From any payments due hereunder to Executive from Block, there shall
be withheld amounts reasonably believed by Block to be sufficient to satisfy
liabilities for federal, state and local taxes and other charges and
customary withholdings. Executive remains primarily liable to such
authorities for such taxes and charges to the extent not actually paid by
Block.
(ii) Block shall reimburse Executive for the amount of any excise taxes
paid by Executive (net of any tax benefits received), pursuant to Section
4999 of the Internal Revenue Code of 1986, as amended, which taxes are so
paid as respects payments made to Executive under Section 1.06(c) above upon
termination of Executive's employment hereunder pursuant to Section
1.06(b)(iii) above.
4.05 - Indemnification. To the fullest extent permitted by law, Block
hereby indemnifies during and after the Employment Period the Executive from
and against all loss, costs, damages and expenses including, without
limitation, legal expenses of counsel selected by Block to represent the
interests of Executive (which expenses Block will, to the extent so permitted,
advance to executive as the same are incurred) arising out of or in connection
with the fact that Executive is or was a director, officer, employee or agent
of Block or serving in such capacity for another corporation at the request of
Block.
4.06 - Certain Legal Fees. Block shall reimburse the Executive for the
reasonable amounts, not to exceed $100,000, of fees and expenses incurred by
Executive in connection with the prosecution by Executive of any legal actions
against his former employer resulting from his employment by Block.
4.07 - Arbitration. Except as to actions described in Section 4.02 above,
any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration proceedings conducted in Kansas
City, Missouri, in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. All
costs and expenses of the arbitrator(s) and all costs and expenses of experts,
attorneys, witnesses and other parties retained by the prevailing party shall
be borne by the party that does not prevail in such arbitration. The parties
further agree that arbitration proceedings must be instituted within 180 days
after an allegedly aggrieved party to this Agreement has actual knowledge of
such claim or controversy, and that the failure to institute arbitration
proceedings within such time period shall constitute an absolute bar to the
institution of any proceedings
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and a waiver of all claims. The parties further agree that the substantive
laws of the State of Missouri shall be applied in such proceedings as respects
all questions of law.
4.08 - Notices. Notices hereunder shall be deemed delivered five days
following deposit thereof in the United States mails (postage prepaid)
addressed to Executive at: 487 Walnut Road, Lake Forest, Illinois 60045 and to
Block at: 4410 Main Street, Kansas City, Missouri 64111; Attn: Henry W.
Bloch; or to such other address and/or person designated by either party in
writing to the other party.
4.09 - Counterparts. This Agreement may be signed in counterparts and
delivered by facsimile transmission confirmed promptly thereafter by actual
delivery of executed counterparts.
Executed as a sealed instrument under, and to be governed by, construed and
enforced in accordance with, the laws of the State of Missouri.
EXECUTIVE:
Dated: July 29, 1995 /s/ Richard H. Brown
--------------------------
Richard H. Brown
Accepted and Agreed:
H & R BLOCK, INC.,
a Missouri corporation
By:/s/ Henry W. Bloch
---------------------------
Henry W. Bloch, Chairman
Dated: July 29, 1995
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EXHIBIT (10)(D), CONTINUED
EXHIBIT A
H&R BLOCK, INC.
1993 LONG-TERM EXECUTIVE COMPENSATION PLAN
1. PURPOSES. The purposes of this 1993 Long-Term Executive Compensation Plan
are to provide incentives and rewards to those employees largely responsible
for the success and growth of H&R Block, Inc., and its subsidiary corporations
and to assist all such corporations in attracting and retaining executives and
other key employees with experience and ability.
2. DEFINITIONS.
(a) AWARD means one or more of the following: shares of Common Stock,
Restricted Shares, Stock Options, Incentive Stock Options, Stock Appreciation
Rights, Performance Shares, Performance Units and any other rights which may be
granted to a Recipient under the Plan.
(b) COMMON STOCK means the Common Stock, without par value, of the Company.
(c) COMPANY means H&R Block, Inc., a Missouri corporation, and, unless the
context otherwise requires, includes its subsidiary corporations and their
respective divisions, departments and subsidiaries and the respective
divisions, departments and subsidiaries of such subsidiaries.
(d) INCENTIVE STOCK OPTION means a Stock Option which meets all of the
requirements of an "incentive stock option" as defined in Section 422(b) of the
Internal Revenue Code of 1986, as now in effect or hereafter amended (the
"Internal Revenue Code").
(e) PERFORMANCE PERIOD means that period of time specified by the Committee
during which a Recipient must satisfy any designated performance goals in order
to receive an Award.
(f) PERFORMANCE SHARE means the right to receive, upon satisfying designated
performance goals within a Performance Period, shares of Common Stock, cash, or
a combination of cash and shares of Common Stock, based on the market value of
shares of Common Stock covered by such Performance Shares at the close of the
Performance Period.
(g) PERFORMANCE UNIT means the right to receive, upon satisfying designated
performance goals within a Performance Period, shares of Common Stock, cash, or
a combination of cash and shares of Common Stock.
(h) PLAN means this 1993 Long-Term Executive Compensation Plan, as the same
may be amended from time to time.
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(i) RECIPIENT means an employee of the Company who has been granted an Award
under the Plan.
(j) RESTRICTED SHARE means a share of Common Stock issued to a Recipient
hereunder subject to such terms and conditions, including, without limitation,
forfeiture or resale to the Company, and to such restrictions against sale,
transfer or other disposition, as the Committee may determine at the time of
issuance.
(k) STOCK APPRECIATION RIGHT means the right to receive, upon exercise of a
Stock Appreciation Right granted under this Plan, shares of Common Stock, cash,
or a combination of cash and shares of Common Stock, based on the increase in
the market value of the shares of Common Stock covered by such Stock
Appreciation Right from the initial day of the Performance Period for such
Stock Appreciation Right to the date of exercise.
(l) STOCK OPTION means the right to purchase, upon exercise of a Stock Option
granted under this Plan, shares of the Company's Common Stock.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a
Compensation Committee (the "Committee") consisting of directors of the
Company, to be appointed by and to serve at the pleasure of the Board of
Directors of the Company. A majority of the Committee members shall constitute
a quorum and the acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by a majority of the
Committee, shall be valid acts of the Committee, however designated, or the
Board of Directors of the Company if the Board has not appointed a Committee.
The Committee shall have full power and authority to construe, interpret and
administer the Plan and, subject to the powers herein specifically reserved to
the Board of Directors and subject to the other provisions of this Plan, to
make determinations which shall be final, conclusive and binding upon all
persons including, without limitation, the Company, the shareholders of the
Company, the Board of Directors, the Recipients and any persons having any
interest in any Awards which may be granted under the Plan. The Committee shall
impose such additional conditions upon the grant and exercise of Awards under
this Plan as may from time to time be deemed necessary or advisable, in the
opinion of counsel to the Company, to comply with applicable laws and
regulations. The Committee from time to time may adopt rules and regulations
for carrying out the Plan and written policies for implementation of the Plan.
Such policies may include, but need not be limited to, the type, size and terms
of Awards to be made to Recipients and the conditions for payment of such
Awards.
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4. ABSOLUTE DISCRETION. The Committee may, in its sole and absolute
discretion, at any time and from time to time during the continuance of the
Plan, (i) determine which employees of the Company shall be granted Awards
under the Plan, (ii) grant to any employee so selected such an Award, (iii)
determine the type, size and terms of Awards to be granted (subject to Sections
6, 10 and 11 hereof, as hereafter amended, (iv) establish objectives and
conditions for receipt of Awards, (v) place conditions or restrictions on the
payment or exercise of Awards, and (vi) do all other things necessary and
proper to carry out the intentions of this Plan; provided, however, that, in
each and every case, those Awards which are Incentive Stock Options shall
contain and be subject to those requirements specified in Section 422 of the
Internal Revenue Code and shall be granted only to those employees eligible
thereunder to receive the same.
5. ELIGIBILITY. Awards may be granted to any employee of the Company. No
member of the Committee (other than any ex officio member) shall be eligible
for grants of Awards under the Plan. An employee may be granted multiple forms
of Awards under the Plan. Incentive Stock Options may be granted under the Plan
to a Recipient during any calendar year only if the aggregate fair market
value (determined as of the date the Incentive Stock Option is granted) of
Common Stock with respect to which Incentive Stock Options are exercisable for
the first time by such Recipient during any calendar year under the Plan and
any other "incentive stock option plans" (as defined in the Internal Revenue
Code) maintained by the Company does not exceed the sum of $100,000.
6. STOCK SUBJECT TO THE PLAN. The total number of shares of Common Stock
issuable under this Plan may not at any time exceed 5,000,000 shares, subject
to adjustment as provided herein. All of such shares may be issued or issuable
in connection with the exercise of Incentive Stock Options. Shares of Common
Stock not actually issued pursuant to an Award shall be available for future
Awards. Shares of Common Stock to be delivered or purchased under the Plan may
be either authorized but unissued Common Stock or treasury shares.
7. AWARDS.
(a) Awards under the Plan may include, but need not be limited to, shares of
Common Stock, Restricted Shares, Stock Options, Incentive Stock Options, Stock
Appreciation Rights, Performance Shares and Performance Units. The amount of
each Award may be based upon the market value of a share of Common Stock. The
Committee may make any other type of Award which it shall determine is
consistent with the objectives and limitations of the Plan.
(b) The Committee may establish performance goals to be achieved within such
Performance Periods as may be selected by it
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using such measures of the performance of the Company as it may select as a
condition to the receipt of any Award.
8. VESTING REQUIREMENTS. The Committee may determine that all or a portion of
an Award or a payment to a Recipient pursuant to an Award, in any form
whatsoever, shall be vested at such times and upon such terms as may be
selected by it.
9. DEFERRED PAYMENTS AND DIVIDEND AND INTEREST EQUIVALENTS.
(a) The Committee may determine that the receipt of all or a portion of an
Award or a payment to a Recipient pursuant to an Award, in any form whatsoever,
shall be deferred. Deferrals shall be for such periods and upon such terms as
the Committee may determine.
(b) The Committee may provide, in its sole and absolute discretion, that a
Recipient to whom an Award is payable in whole or in part at a future time in
shares of Common Stock shall be entitled to receive an amount per share equal
in value to the cash dividends paid per share on issued and outstanding shares
as of the dividend record dates occurring during the period from the date of
the Award to the date of delivery of such share to the Recipient. The Committee
may also authorize, in its sole and absolute discretion, payment of an amount
which a Recipient would have received in interest on (i) any Award payable at a
future time in cash during the period from the date of the Award to the date of
payment, and (ii) any cash dividends paid on issued and outstanding shares as
of the dividend record dates occurring during the period from the date of an
Award to the date of delivery of shares pursuant to the Award. Any amounts
provided under this subsection shall be payable in such manner, at such time or
times, and subject to such terms and conditions as the Committee may determine
in its sole and absolute discretion.
10. STOCK OPTION PRICE. The purchase price per share of Common Stock under
each Stock Option shall be determined by the Committee, but shall not be less
than market value (as determined by the Committee) of one share of Common
Stock on the date the Stock Option or Incentive Stock Option is granted.
Payment for exercise of any Stock Option granted hereunder shall be made (a) in
cash, or (b) by delivery of Common Stock having a market value equal to the
aggregate option price, or (c) by a combination of payment of cash and delivery
of Common Stock in amounts such that the amount of cash plus the market value
of the Common Stock equals the aggregate option price.
11. STOCK APPRECIATION RIGHT VALUE. The base value per share of Common Stock
covered by an Award in the form of a Stock Appreciation Right shall be the
market value of one share of Common Stock on the date the Award is granted.
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12. CONTINUATION OF EMPLOYMENT. The Committee shall require that a Recipient
be an employee of the Company at the time an Award is paid or exercised. The
Committee may provide for the termination of an outstanding Award if a
Recipient ceases to be an employee of the Company and may establish such other
provisions with respect to the termination or disposition of an Award on the
death or retirement of a Recipient as it, in its sole discretion, deems
advisable. The Committee shall have the sole power to determine the date of any
circumstances which shall constitute a cessation of employment and to determine
whether such cessation is the result of retirement, death or any other reason.
13. REGISTRATION OF STOCK. Each Award shall be subject to the requirement
that if at any time the Committee shall determine that qualification or
registration under any state or federal law of the shares of Common Stock,
Restricted Shares, Stock Options, Incentive Stock Options, or other securities
thereby covered or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of or in connection with the granting
of such Award or the purchase of shares thereunder, the Award may not be paid
or exercised in whole or in part unless and until such qualification,
registration, consent or approval shall have been effected or obtained free of
any conditions the Committee, in its discretion, deems unacceptable.
14. EMPLOYMENT STATUS. No Award shall be construed as imposing upon the
Company the obligation to continue the employment of a Recipient. No employee
or other person shall have any claim or right to be granted an Award under the
Plan.
15. ASSIGNABILITY. No Award granted pursuant to the Plan shall be
transferable or assignable by the Recipient other than by will or the laws of
descent and distribution and during the lifetime of the Recipient shall be
exercisable or payable only by or to him or her.
16. DILUTION OR OTHER ADJUSTMENTS. In the event of any changes in the capital
structure of the Company, including but not limited to a change resulting from
a stock dividend or splitup, or combination or reclassification of shares,
the Board of Directors shall make such equitable adjustments with respect to
Awards or any provisions of this Plan as it deems necessary and appropriate,
including, if necessary, any adjustment in the maximum number of shares of
Common Stock subject to the Plan or the number of shares of Common Stock
subject to an outstanding Award.
17. MERGER, CONSOLIDATION, REORGANIZATION, LIQUIDATION, ETC. If the Company
shall become a party to any corporate merger, consolidation, major acquisition
of property for stock, reorganization, or liquidation, the Board of Directors
shall make such arrangements it deems advisable with respect to outstanding
Awards, which shall be binding upon the Recipients of outstanding Awards,
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including, but not limited to, the substitution of new Awards for any Awards
then outstanding, the assumption of any such Awards and the termination of or
payment for such Awards.
18. WITHHOLDING TAXES. The Company shall have the right to deduct from all
Awards hereunder paid in cash any federal, state, local or foreign taxes
required by law to be withheld with respect to such Awards and, with respect to
Awards paid in other than cash, to require the payment (through withholding
from the Recipient's salary or otherwise) of any such taxes. Subject to such
conditions as the Committee may establish, Awards under the Plan payable in
shares of Common Stock may provide that the Recipients thereof may elect, in
accordance with any applicable regulations, to have the Company withhold shares
of Common Stock to satisfy all or part of any such tax withholding obligations,
with the value of such withheld shares of Common Stock based upon their fair
market value on the date the tax withholding is required to be made.
19. COSTS AND EXPENSES. The cost and expenses of administering the Plan shall
be borne by the Company and not charged to any Award nor to any Recipient.
20. FUNDING OF PLAN. The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Award under the Plan.
21. AWARD CONTRACTS. The Committee shall have the power to specify the form
of Award contracts to be granted from time to time pursuant to and in
accordance with the provisions of the Plan and such contracts shall be final,
conclusive and binding upon the Company, the shareholders of the Company and
the Recipients. No Recipient shall have or acquire any rights under the Plan
except such as are evidenced by a duly executed contract in the form thus
specified. No Recipient shall have any rights as a holder of Common Stock with
respect to Awards hereunder unless and until certificates for shares of Common
Stock or Restricted Shares are issued to the Recipient.
22. GUIDELINES. The Board of Directors of the Company shall have the power to
provide guidelines for administration of the Plan by the Committee and to make
any changes in such guidelines as from time to time the Board deems necessary.
23. AMENDMENT AND DISCONTINUANCE. The Board of Directors of the Company shall
have the right at any time during the continuance of the Plan to amend, modify,
supplement, suspend or terminate the Plan, provided that in the absence of the
approval of the holders of a majority of the shares of Common Stock of the
Company present in person or by proxy at a duly constituted meeting of
shareholders of the Company, no such amendment, modification or supplement
shall (i) increase the aggregate number of shares which may be issued
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under the Plan, unless such increase is by reason of any change in capital
structure referred to in Section 16 hereof, (ii) change the termination date of
the Plan provided in Section 24, or (iii) delete or amend the market value
restrictions contained in Sections 10 and 11 hereof, and provided further, that
no amendment, modification or termination of the Plan shall in any manner
affect any Award of any kind theretofore granted under the Plan without the
consent of the Recipient of the Award, unless such amendment, modification or
termination is by reason of any change in capital structure referred to in
Section 16 hereof or unless the same is by reason of the matters referred to in
Section 17 hereof.
24. TERMINATION. The Committee may grant Awards at any time prior to
September 7, 2003, on which date this Plan will terminate except as to Awards
then outstanding hereunder, which Awards shall remain in effect until they have
expired according to their terms or until September 7, 2003, whichever first
occurs. No Incentive Stock Option shall be exercisable later than 10 years
following the date it is granted.
25. APPROVAL. This Plan shall take effect upon due approval by the
shareholders of the Company.
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