Agreement - HRB Management Inc. and Ozzie Wenich
AGREEMENT
THIS AGREEMENT is entered into as of the 21st day of February, 2000,
("Agreement Date") by and between HRB Management, Inc. ("Block") and Ozzie
Wenich ("Wenich").
WHEREAS, Wenich is employed by HRB Management, Inc. to serve as Senior Vice
President and Chief Financial Officer of H&R Block, Inc., in addition to other
director and officer positions held with Block, its affiliates and subsidiaries
(a complete list of all such positions is attached hereto as Exhibit A);
WHEREAS, Wenich possesses intimate knowledge of the business and affairs of
Block, its parents, subsidiaries and affiliates, particularly related to
financial and operational matters; and
WHEREAS, the parties desire to set forth the terms and conditions upon
which Wenich will retire as of August 31, 2000;
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter set forth, Block and Wenich (collectively, the
"Parties") agree as follows:
1. Change in Employment. As of February 21, 2000, it is agreed that Wenich
will no longer serve as Senior Vice President and Chief Financial Officer of H&R
Block, Inc. or hold any other officer and director position now held with Block,
its parents, subsidiaries and affiliates; however, his employment with Block
will continue through his retirement on August 31, 2000 (the "Employment
Termination Date"). During the period February 21, 2000, through the Employment
Termination Date, Wenich will work on such projects and assignments as are
mutually agreed upon by Block and Wenich, provided that, unless otherwise agreed
to by Wenich, all such projects and assignments shall relate to the transition
to new management. Wenich shall make himself available for deposition and trial
testimony in matters of litigation involving Block and its affiliates through
the Employment Termination Date. He shall continue to be a regular, full-time
Block employee through the Employment Termination Date for the purposes of
salary and certain benefits, as set forth in this Agreement. Wenich shall have
no set hours of work and services shall be provided by Wenich from his home,
except to the extent that such work must be performed at Block's offices or
another location, as mutually agreed by Block and Wenich. As Wenich continues as
an employee through the Employment Termination Date, Wenich's salary will be at
the same annual rate as his annual rate of salary in effect on the Agreement
Date and will be paid semi-monthly on the 15th and last day of each month.
During the period February 21, 2000, through the Employment Termination Date any
accrued and available vacation, floating holidays, personal days or paid time
off benefits to which Wenich is eligible as of February 21, 2000, shall not be
applied to any and all periods during which Wenich is not actively pursuing
projects, tasks or functions on Block's behalf, and Wenich shall be paid for
such days and benefits in accordance with Paragraph 3 of this Agreement. Wenich
will resign (a) as Senior Vice President and Chief Financial Officer of H&R
Block, Inc. and (b) from any
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and all officer and director positions held with Block, its parents, affiliates
and subsidiaries effective as of February 21, 2000 (a complete list of all
positions held on the date of this Agreement (collectively, the "Executive
Positions") is attached hereto as Exhibit A). Such resignations shall not affect
Wenich's status as an employee of Block or affect Wenich's participation in, or
vesting under, any employee benefit or welfare plans of Block or any of Block's
affiliates or parent companies, including, without limitation, the H&R Block
Deferred Compensation Plan for Executives, the 1993 Long-Term Executive
Compensation Plan and any other executive compensation, benefit or bonus plans
(collectively, the "Plans") for which Wenich would be eligible to receive
compensation or benefits through the Employment Termination Date. In other
words, Mr. Wenich shall participate in and vest under all such Plans as if he
held the Executive Positions through the Employment Termination Date.
2. Termination of Employment. By mutual agreement, Wenich's employment with
Block will terminate on the Employment Termination Date. Said termination will
be treated as a retirement for all purposes.
3. Payment to account for Past Accrued and Unused Paid-Time-Off. In
consideration of the covenants and agreements set forth herein, Block agrees to
pay to Wenich no later than the close of business on the Employment Termination
Date the sum of $146,568.16 representing (a) $125,188.44 as compensation for
1,025.59 hours of vacation days accumulated prior to January 1, 2000, including
861.41 hours forfeited as unused under Block's policy, (b) $4,113.28 as
compensation for 32.0 hours of floating holidays and personal days accumulated
prior to January 1, 2000 and not forfeited under Block's policy, (c) $13,281.80
as compensation for 106.664 hours of vacation days accumulated between January
1, 2000 and the Employment Termination Date, and (d) $3,984.64 as compensation
for 32.0 hours of personal days and floating holidays accumulated between
January 1, 2000 and the Employment Termination Date. Such payment shall be
subject to deferral under the H&R Block Deferred Compensation Plan for
Executives in accordance with Wenich's deferral election for calendar year 2000
and the provisions of such Plan pertaining to Company Matching Contributions
shall apply to the deferred portion of such payment.
4. Employment Benefits.
(a) Up to and through the Employment Termination Date, Wenich shall
continue to be a Block employee and all benefits and rights of employment will
extend to Wenich through the Employment Termination Date. Continuation of
Wenich's employment by Block through the Employment Termination Date shall
continue Wenich's participation in, and vesting under, any employee benefit or
welfare plans of Block or any of Block's affiliates or parent companies through
the Employment Termination Date. Wenich will share in the allocation of the
contributions to any employee pension benefit plans maintained by Block for the
year ending April 30, 2000, and, as an employee of Block on April 30, 2000, will
be entitled to participate in Block's short-term incentive compensation program
and discretionary incentive compensation program for the fiscal year ending
April 30, 2000, each as approved by the compensation committee of the H&R Block,
Inc. Board of Directors in June 1999 (including an aggregate target incentive
amount under the programs of $129,500).
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Hours of service will be credited to him under such plans based on compensation
paid to him through the Employment Termination Date. Benefits under employee
benefit or welfare plans will accrue and be payable to Wenich after the
Employment Termination Date as expressly provided in the post-termination
provisions of such plans. Up to and through the Employment Termination Date,
Block will credit Wenich's account under the H&R Block Deferred Compensation
Plan for Executives with salary deferrals, bonus deferrals and Company matching
contributions in accordance with the provisions of such Plan and Wenich's
deferred election for the 2000 plan year. Wenich will continue as a participant
in the Executive Survivor Plan through the Employment Termination Date and will
be entitled to continuation of coverage after the Employment Termination Date
only in accordance with established Plan terms.
(b) Wenich will not be considered an employee of Block after the Employment
Termination Date. Nothing in this Agreement will constitute or cause a
continuation of Wenich's employment by Block or extend Wenich's participation
in, or vesting under, any employee benefit or welfare plans of Block or any of
Block's parent, subsidiary or affiliated companies after the Employment
Termination Date. Benefits under such plans will not accrue or be payable to
Wenich after the Employment Termination Date except as may be expressly provided
in the post-termination provisions of such plans, or except as stated in
Paragraph 4(c) below.
(c) Wenich will have three (3) months after the Employment Termination Date
to exercise any outstanding stock options granted to Wenich under the 1993
Long-Term Executive Compensation Plan to the extent such options are exercisable
as of the Employment Termination Date.
(d) Throughout the employment period (through the Employment Termination
Date), Wenich will be entitled, at his option, to continue his enrollment in the
H&R Block employee health care plan (including any medical, dental or vision
coverage thereunder) in which he is currently enrolled and Block will continue
to pay that portion of any premiums for such enrollment that Block customarily
pays under the provisions of the applicable plan; provided that, should Wenich
actually be covered under the health care plan of another employer on or before
August 31, 2000, the continuation of all plan coverage under the H&R Block
health care plan and Block's obligation to pay any premiums under this
Subparagraph 3(d) will immediately terminate as of the date such other coverage
commences. Wenich will pay the balance of any health care premium not paid by
Block, which balance Block may deduct from the salary payable to Wenich under
Paragraph 1 of this Agreement. Wenich agrees that the statutory period for the
continuation of group health plan coverages under the Consolidated Omnibus
Budget Reconciliation Act of 1985 ("COBRA") begins as of the Employment
Termination Date.
(e) Under the terms of the discretionary incentive compensation program for
fiscal year 2000, twenty percent (20%) of Wenich's aggregate short-term target
incentive amount is discretionary, to be determined by Wenich's immediate
supervisor and approved by the compensation committee of the Board of Directors
of H&R Block, Inc. For the purposes of such discretionary bonus, the
discretionary payout will be based upon 100% of Wenich's discretionary target
incentive amount.
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(f) Wenich shall be entitled to continue all deductions or deferrals from
salary established by Wenich prior to February 21, 2000, throughout the period
from February 21, 2000 through the Employment Termination Date.
5. Confidential Information. Wenich agrees that, during and after the term of
this Agreement, he will not, without the prior written consent of Block,
directly or indirectly use for the benefit of any person or entity other than
Block, or make known, divulge or communicate to any person, firm, corporation or
other entity, any confidential or proprietary information or trade secrets
relating to Block, H&R Block, Inc. and Block's other affiliates revealed to,
acquired by or developed by Wenich during his employment with Block or any of
its affiliates including, but not limited to, information concerning business
plans; strategies; acquisitions; dispositions; customers; employees; litigation
or other disputes; financial results; financial matters; agreements with third
parties; budgets; forecasts; marketing programs; pricing; systems; and methods
of operations. Wenich will not retain after August 31, 2000, any document,
record, paper, disk, computer file, tape or compilation of information relating
to any of the foregoing.
6. Non-Competition Covenant. Wenich agrees that (a) during the term of this
Agreement he will not accept employment in any capacity, serve as a director or
officer of, or serve as a consultant to, any firm involved in any line of
business in which H&R Block, Inc. and/or any of its subsidiaries are involved,
and (b) during the term of this Agreement and for a period of one year following
the Employment Termination Date, he will not accept employment in any capacity
with, serve as a director or officer of, or serve as a consultant to, any firm
involved in the income tax return preparation business.
7. Non-solicitation of Block Employees. Wenich will not solicit any Block
employee or any employee of any Block parent, subsidiary or other affiliate, for
employment, consultation or any other purpose whatsoever during the term of this
Agreement and for the one-year period thereafter.
8. Injunctive Relief. Wenich acknowledges that, because of his employment
position with Block, his training and experience with Block, its parents,
subsidiaries and affiliates, and his access to confidential business and
financial information about Block, its parents, subsidiaries, and affiliates,
irreparable injury to Block, its parents, subsidiaries, and affiliates would
result from Wenich's violation of any of the provisions of the above Paragraphs
4, 5 and 6. Wenich therefore agrees that, in addition to and without limitation
of any rights Block has hereunder and under applicable law, if he violates any
of the provisions of Paragraphs 4, 5 and 6 of this Agreement, Block will be
entitled to specific performance and injunctive and other equitable relief.
Wenich acknowledges and agrees that H&R Block, Inc. and H&R Block Tax Services,
Inc. and all other affiliates of Block are third-party beneficiaries of this
Agreement.
9. Conduct.
(a). Wenich's Conduct. During the period February 21, 2000, through the
Employment Termination Date, Wenich will be reasonably and appropriately
responsive
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to, and fully supportive of the management of Block and its affiliates and will
be cooperative with such management in providing information regarding areas of
his expertise and experience with Block. As a continuing employee of Block
through the Employment Termination Date, Wenich will not (a) defame Block, its
affiliates or their respective employees, (b) make disparaging statements to the
media, to any employee or contractor of Block or its affiliates, or to any other
person or entity concerning Block or any of its affiliates, their respective
employees or any matter related to his employment or non-employment, or (c) do
any deliberate act designed primarily to injure the business or reputation of
Block or any of its affiliates.
(b) Block's Conduct. During the period February 21, 2000, through the
Employment Termination Date, Block will be respectful of and reasonably
responsive to and supportive of Wenich. Block will not (a) defame Wenich, (b)
make disparaging statements to the media, to any employee or contractor of Block
or its affiliates, or to any other person or entity regarding Wenich, his
performance, character, status or any other personal or professional matter, (c)
do any deliberate act designed in whole or in part to injure, embarrass or
damage Wenich's reputation
10. Contracts, Commitments and Expenses. During the period February 21, 2000,
through the Employment Termination Date and at all times thereafter, Wenich will
not initiate, make, renew, confirm or ratify any contracts or commitments for or
on behalf of Block or any of its affiliates, nor will Wenich incur any expenses
on behalf of Block without Block's prior written consent., except for such
expenses as Wenich is reasonably required to incur for projects, assignments or
testimony as described in Paragraph 1 above. Block shall promptly reimburse
Wenich for any such expenses paid by him.
11. Term and Termination. In all events, this Agreement shall terminate at the
close of business on the Employment Termination Date. Notwithstanding any
termination of this Agreement whatsoever, Wenich's obligations and agreements
under Paragraphs 5, 6, 7, 8, 10, 12, 13, 14, 17 and 18, Block's obligations
under Paragraphs 2, 3, 4 (to the extent they apply following such termination),
15, 16 and 18, and such other terms of this Agreement which by their nature
should survive, will survive such termination and continue indefinitely (unless
expressly limited in terms of time).
12. Release by Wenich. In consideration of Block's promise to Wenich of the
compensation and benefits specified in Paragraphs 1 and 3 of this Agreement and
Block's other promises and agreements set forth in this Agreement, Wenich for
himself and for his relations, heirs, legal representatives and assigns
unconditionally releases and forever discharges Block, H&R Block, Inc., and all
other affiliates of Block, their respective present and past directors,
officers, employees, agents, predecessors, successors, and assigns of and from
any and all claims, demands, actions, causes of action and suits of any kind
whatsoever, whether under federal or state statute, local regulation or at
common law or which thereafter arise from any matter, fact, circumstance, event,
happening or thing whatsoever occurring or failing to occur prior to the date of
this Agreement involving Wenich's employment by Block or any affiliate of Block
including, without limitation, Wenich's hiring, compensation earned as of or
before the date of this Agreement, the termination of Wenich's responsibilities
as an officer of
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H&R Block, Inc., and as a director and/or officer of each other affiliate of
Block, Wenich's termination as an employee of Block, other obligations of Block
or any other Block affiliate (except for those obligations expressly stated in
this Agreement or applicable benefit plans), and further including, but not
limited to, any claims for race, sex or age discrimination under the Age
Discrimination in Employment Act, as amended ("ADEA"), Title VII of the Civil
Rights Act of 1964, the 1991 amendments of such Civil Rights Act, the Americans
with Disabilities Act, as amended, and all other federal and state statutes and
common law doctrines.
13. Consideration of Release of ADEA Claims. With regard to the waiver/release
of rights or clams under the ADEA, Wenich acknowledges and understands that this
is a legal document and that he is legally entitled to, and has been offered, a
period of twenty-one (21) days (the "Consideration Period") to consider the
waiver/release of such rights or claims under this Agreement before signing it.
After signing this Agreement, Wenich may revoke the waiver/release of rights or
claims under the ADEA by giving written notice ("Revocation Notice") to Frank L.
Salizzoni, Chief Executive Officer of Block, 4400 Main Street, Kansas City,
Missouri 64111, within seven (7) days after the date of signing (such seven (7)
day period, the "Revocation Period" and such date of signing, the "Signing
Date"). For such revocation to be effective, the Revocation Notice must be
received no later than 5:00 p.m., Kansas City, Missouri time, on the seventh
(7th) day after the Signing Date. If Wenich provides the Revocation Notice to
Block this Agreement will be null, void and unenforceable by either party, and
Block will have no obligation to make any payments to Wenich hereunder.
14. Acknowledgements. Wenich acknowledges that Block has advised him to consult
with an attorney prior to signing this Agreement or before the expiration of the
Revocation Period. Wenich specifically acknowledges and agrees that either the
full twenty-one (21) day Consideration Period has lapsed or he has been offered
such twenty-one (21) day Consideration Period but has elected to waive and
forego all of the applicable days which have not yet lapsed in such twenty-one
(21) day Consideration Period. Wenich acknowledges and agrees that upon such
consideration he has decided to waive and release any claims that he may have
under the ADEA, pursuant to the terms of this Agreement.
15. Release by Block. In consideration of Wenich's covenants contained in this
Agreement and the release contained in Paragraph 11, above, Block, for itself
and its successors, assigns and affiliates, unconditionally releases and forever
discharges Wenich, his heirs, legal representatives and assigns of and from any
and all claims, demands, actions, causes of action, and suits of any kind
whatsoever, under federal or state statute, local regulation or at common law,
whether at law or in equity, which now exist or may hereafter arise from any
matter, fact, circumstance, event, happening, or thing whatsoever occurring or
failing to occur as of or prior to the date of this Agreement involving Wenich's
employment by Block or service as a director and/or officer of Block or any
affiliate of Block.
16. Indemnification by Block. To the fullest extent indemnification is
permitted and available to the officers of Block and the officers of H&R Block,
Inc., from time to time pursuant to Block's Articles of Incorporation, Block's
Bylaws, the Amended and
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Restated Articles of Incorporation of H&R Block, Inc., and the Bylaws of H&R
Block, Inc., during and after Wenich's employment by Block, and to the extent
not prohibited by law, Block shall indemnify Wenich from and against all loss,
costs, damages and expenses, including, without limitation, reasonable legal
expenses of counsel, incurred as a direct or indirect result of any actual or
threatened action, suit, proceeding or claim to which Wenich is or threatened to
be made a party, or which is otherwise made or brought against Wenich, whether
civil, criminal, administrative, investigative or other, by reason of the fact
that Wenich was a director, officer, employee or agent of Block, H&R Block,
Inc., or any other affiliate of Block, or a fiduciary within the meaning of the
Employee Retirement Security Act of 1974, as amended, with respect to any
employee benefit plan of Block, H&R Block, Inc., or any other affiliate of
Block.
17. Return of and Use of Block Property; Consideration. Wenich will return to
Block by August 31, 2000, any and all things in his possession or control
relating to Block and its affiliates, including but not limited to any equipment
issued to Wenich for his use offsite, all correspondence, reports, contracts,
financial or budget information, personnel files, office keys, manuals, and all
similar materials not specifically listed herein. Wenich will sign such officer
resignations, assignments and instruments and give such other cooperation, as
reasonably requested by Block or any Block affiliate and are consistent with the
intent of this Agreement.
18. Non-disclosure. Wenich will not disclose the terms of this Agreement to any
person or entity except to members of his immediate family and professional
advisors whom he agrees to advise of this confidentiality provision, and to the
extent required by a final court order, other compulsory process or other law.
Block, its parent and other affiliates and their officers agree not to disclose
the terms of this Agreement to any person or entity, except to its senior
management, personnel responsible for implementation of the provisions herein
relating to payroll and employment benefits, and professional advisors, with
whom it agrees to advise of this confidentiality provision, and to the extent
required by a final court order or other compulsory process, Securities and
Exchange Commission disclosure regulation, or other law.
19. Access to Company Communication Systems. During the period February 21,
2000, through the Employment Termination Date, Wenich will have reasonable
access at reasonable times to Block electronic mail and telephone voice mail
systems; however, during this period Wenich will immediately forward all
business related communications received on such systems to the Company for
appropriate processing.
20. Assignment. The rights and obligations of Block under this Agreement will
inure to the benefit of and will be binding upon the successors and assigns of
Block. Wenich will not assign this Agreement or any rights under this Agreement.
21. Entire Agreement. This Agreement expresses fully the understandings and
agreements by and between the Parties hereto, and all prior understandings,
agreements or commitments of any kind, oral or written, as to any matter covered
by this Agreement are hereby superseded and cancelled (except to the extent they
relate to employee benefits and are not inconsistent with the terms hereof),
with no further
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liabilities or obligations of the Parties with respect thereto except as to any
monies due and unpaid between the Parties on the date hereof.
22. Severability. It is expressly understood to be the intent of the Parties,
and mutually agreed, that the terms and provisions of this Agreement are
severable and, if for any reason any of the terms and provisions of this
Agreement are declared unenforceable, void, voidable or otherwise invalid, the
remaining terms and provisions all remain valid and enforceable as written.
23. Governing Law. It is agreed that this Agreement will be governed by,
construed and enforced in accordance with the laws (excluding conflicts rules)
of the State of Missouri.
24. Amendment. This Agreement may be amended at any time and from time to time,
but only by a written instrument duly authorized and executed by Block and
Wenich.
25. Waiver. The failure of either party to insist upon the performance of any
of the terms and conditions of this Agreement, or the waiver of any breach of
any of the terms and conditions of this Agreement will not be construed as
hereafter waiving any such terms and conditions, but the same will continue and
remain in force and effect as if no such forbearance or waiver occurred.
26. Notice. Any notices required or permitted by this Agreement must be in
writing to be effective, and shall be deemed made or given, if by certified or
registered mail, return receipt requested, three days after depositing such
notice in the United States mails, postage prepaid, addressed to the receiving
party or, if by hand delivery, when delivered personally to Wenich or to the
below-named representative of Block, as the case may be (with a copy
simultaneously mailed or delivered to the person identified below as the person
to whom copies are to be mailed or delivered) as follows:
If to Wenich:
To: Ozzie Wenich
3717 Marion Court
Independence, MO 64055
If to Block:
To: HRB Management, Inc.
Attention: President
4400 Main Street
Kansas City, MO 64111
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with a copy to:
James H. Ingraham, Esq.
H&R Block, Inc.
4400 Main Street
Kansas City, MO 64111
27. Paragraph Headings. Paragraph headings contained in this Agreement are for
convenience only and will not in any manner be construed as a part of this
Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as
of the day and year first above written, but, in the case of Wenich, on the
signing Date specified beneath his signature below.
HRB MANAGEMENT, INC.
/s/ Frank L. Salizzoni /s/ Ozzie Wenich
------------------------------------- --------------------------------------
Frank Salizzoni Ozzie Wenich
Chief Executive Officer
3-7-2000
--------------------------------------
Signing Date
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EXHIBIT A
Positions and Offices held by Ozzie Wenich
As of February 21, 2000
1. H&R BLOCK, INC., a Missouri corporation
Ozzie Wenich Senior Vice President and Chief Financial Officer
2. BLOCK INVESTMENT CORPORATION, a Delaware corporation
Ozzie Wenich Senior Vice President
3. HRB MANAGEMENT, INC., a Missouri corporation
Ozzie Wenich Senior Vice President and Chief Financial Officer
4. H&R BLOCK CANADA, INC., a corporation incorporated in Canada under the
Canada Business Corporations Act
Ozzie Wenich Chief Financial Officer
5. H&R BLOCK (NOVA SCOTIA), INCORPORATED, a Nova Scotia corporation
Ozzie Wenich Director and President
6. CASHPLAN SYSTEMS, INC., a British Columbia corporation
Ozzie Wenich Chief Financial Officer
7. BLOCK FINANCIAL CORPORATION, a Delaware corporation
Ozzie Wenich Senior Vice President and Chief Financial Officer
8. FRANCHISE PARTNER, INC., a Nevada corporation
Ozzie Wenich President
9. H&R BLOCK FINANCIAL ADVISORS, INC., a Delaware corporation
Ozzie Wenich Senior Vice President, Chief Financial Officer
and Treasurer
10. H&R BLOCK INSURANCE SERVICES, INC., a Delaware corporation
Ozzie Wenich Senior Vice President, Chief Financial Officer
and Treasurer
11. HRB BUSINESS SERVICES, INC., a Delaware corporation
Ozzie Wenich Director, Senior Vice President and Chief
Financial Officer
12. C.W. AMOS BUSINESS SERVICES, INC., a Delaware corporation
Ozzie Wenich Senior Vice President and Chief Financial Officer
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13. DMJK BUSINESS SERVICES, INC., a Missouri corporation
Ozzie Wenich Senior Vice President and Chief Financial Officer
14. FERS BUSINESS SERVICES, INC., a Delaware corporation
Ozzie Wenich Senior Vice President and Chief Financial Officer
15. BLOCK HOLDINGS, INC., an Illinois corporation
Ozzie Wenich Senior Vice President, Chief Financial Officer
and Treasurer
16. FERS PERSONAL FINANCIAL SERVICES, INC., a Delaware corporation
Ozzie Wenich Senior Vice President, Chief Financial Officer
and Treasurer
17. PRACTICE DEVELOPMENT INSTITUTE, INC., a Delaware corporation
Ozzie Wenich Senior Vice President and Chief Financial Officer
18. FM BUSINESS SERVICES, INC., a Delaware corporation
Ozzie Wenich Senior Vice President and Chief Financial Officer
19. FREED MAXICK ABL SERVICES, INC., a Delaware corporation
Ozzie Wenich Senior Vice President and Chief Financial Officer
20. KSM BUSINESS SERVICES, INC., a Delaware corporation
Ozzie Wenich Senior Vice President and Chief Financial Officer
21. RP BUSINESS SERVICES, INC., a Delaware corporation
Ozzie Wenich Senior Vice President and Chief Financial Officer
22. RSM MCGLADREY, INC., a Delaware corporation
Ozzie Wenich Senior Vice President, Chief Financial Officer
and Treasurer
23. WS BUSINESS SERVICES, INC., a Delaware corporation
Ozzie Wenich Senior Vice President and Chief Financial Officer
24. COMPANION INSURANCE, LTD., a Bermuda corporation
Ozzie Wenich Director and Senior Vice President
25. H&R BLOCK TAX AND FINANCIAL SERVICES LIMITED, a United Kingdom corporation
Ozzie Wenich Director
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