{"id":38204,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1993-long-term-executive-compensation-plan-h-amp-r-block-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1993-long-term-executive-compensation-plan-h-amp-r-block-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1993-long-term-executive-compensation-plan-h-amp-r-block-inc.html","title":{"rendered":"1993 Long-Term Executive Compensation Plan &#8211; H&#038;R Block Inc."},"content":{"rendered":"<pre>                                 H&amp;R BLOCK, INC.\n\n                   1993 LONG-TERM EXECUTIVE COMPENSATION PLAN\n                       (As Amended Through August 1, 2001)\n\n         1.  PURPOSES. The purposes of this 1993 Long-Term Executive\nCompensation Plan are to provide incentives and rewards to those employees\nlargely responsible for the success and growth of H&amp;R Block, Inc., and its\nsubsidiary corporations and to assist all such corporations in attracting and\nretaining executives and other key employees with experience and ability.\n\n         2. DEFINITIONS.\n\n         (a) AWARD means one or more of the following: shares of Common Stock,\nRestricted Shares, Stock Options, Incentive Stock Options, Stock Appreciation\nRights, Performance Shares, Performance Units and any other rights which may be\ngranted to a Recipient under the Plan.\n\n         (b) COMMON STOCK means the Common Stock, without par value, of the\nCompany.\n\n         (c) COMPANY means H&amp;R Block, Inc., a Missouri corporation, and, unless\nthe context otherwise requires, includes its subsidiary corporations and their\nrespective divisions, departments and subsidiaries and the respective divisions,\ndepartments and subsidiaries of such subsidiaries.\n\n         (d) INCENTIVE STOCK OPTION means a Stock Option which meets all of the\nrequirements of an \"incentive stock option\" as defined in Section 422(b) of the\nInternal Revenue Code of 1986, as now in effect or hereafter amended (the\n\"Internal Revenue Code\").\n\n         (e) PERFORMANCE PERIOD means that period of time specified by the\nCommittee during which a Recipient must satisfy any designated performance goals\nin order to receive an Award.\n\n         (f) PERFORMANCE SHARE means the right to receive, upon satisfying\ndesignated performance goals within a Performance Period, shares of Common\nStock, cash, or a combination of cash and shares of Common Stock, based on the\nmarket value of shares of Common Stock covered by such Performance Shares at the\nclose of the Performance Period.\n\n         (g) PERFORMANCE UNIT means the right to receive, upon satisfying\ndesignated performance goals within a Performance Period, shares of Common\nStock, cash, or a combination of cash and shares of Common Stock.\n\n         (h) PLAN means this 1993 Long-Term Executive Compensation Plan, as the\nsame may be amended from time to time.\n\n         (i) RECIPIENT means an employee of the Company who has been granted an\n\n\n\nAward under the Plan.\n\n         (j) RESTRICTED SHARE means a share of Common Stock issued to a\nRecipient hereunder subject to such terms and conditions, including, without\nlimitation, forfeiture or resale to the Company, and to such restrictions\nagainst sale, transfer or other disposition, as the Committee may determine at\nthe time of issuance.\n\n         (k) STOCK APPRECIATION RIGHT means the right to receive, upon exercise\nof a Stock Appreciation Right granted under this Plan, shares of Common Stock,\ncash, or a combination of cash and shares of Common Stock, based on the increase\nin the market value of the shares of Common Stock covered by such Stock\nAppreciation Right from the initial day of the Performance Period for such Stock\nAppreciation Right to the date of exercise.\n\n         (l) STOCK OPTION means the right to purchase, upon exercise of a Stock\nOption granted under this Plan, shares of the Company's Common Stock.\n\n         3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a\nCompensation Committee (the \"Committee\") consisting of directors of the Company,\nto be appointed by and to serve at the pleasure of the Board of Directors of the\nCompany. A majority of the Committee members shall constitute a quorum and the\nacts of a majority of the members present at any meeting at which a quorum is\npresent, or acts approved in writing by a majority of the Committee, shall be\nvalid acts of the Committee, however designated, or the Board of Directors of\nthe Company if the Board has not appointed a Committee.\n\n         The Committee shall have full power and authority to construe,\ninterpret and administer the Plan and, subject to the powers herein specifically\nreserved to the Board of Directors and subject to the other provisions of this\nPlan, to make determinations which shall be final, conclusive and binding upon\nall persons including, without limitation, the Company, the shareholders of the\nCompany, the Board of Directors, the Recipients and any persons having any\ninterest in any Awards which may be granted under the Plan. The Committee shall\nimpose such additional conditions upon the grant and exercise of Awards under\nthis Plan as may from time to time be deemed necessary or advisable, in the\nopinion of counsel to the Company, to comply with applicable laws and\nregulations. The Committee from time to time may adopt rules and regulations for\ncarrying out the Plan and written policies for implementation of the Plan. Such\npolicies may include, but need not be limited to, the type, size and terms of\nAwards to be made to Recipients and the conditions for payment of such Awards.\n\n         4. ABSOLUTE DISCRETION. The Committee may, in its sole and absolute\ndiscretion (subject to the Committee's power to delegate certain authority in\naccordance with the second paragraph of this Section 4), at any time and from\ntime to time during the continuance of the Plan, (i) determine which employees\nof the Company shall be granted Awards under the Plan, (ii) grant to any\nemployee so selected such an Award, (iii) determine the type, size and terms of\nAwards to be granted (subject to Sections 6, 10 and 11 hereof, as hereafter\namended), (iv) establish objectives and conditions for receipt of Awards, (v)\nplace conditions or restrictions on the payment or exercise of Awards, and (vi)\ndo all other things necessary and proper to carry out the intentions of this\nPlan; provided, however, that, in each and every case, those Awards which are\nIncentive Stock Options shall contain and be subject to those requirements\nspecified in \n\n\n\n\n                                        2\n\n\nSection 422 of the Internal Revenue Code and shall be granted only\nto those employees eligible thereunder to receive the same.\n\n         The Committee may at any time and from time to time delegate to the\nChief Executive Officer of the Company authority to take any or all of the\nactions that may be taken by the Committee as specified in this Section 4 or in\nother sections of the Plan in connection with the determination of Recipients,\ntypes, sizes, terms and conditions of Awards under the Plan and the grant of any\nsuch Awards, provided that any authority so delegated (a) shall apply only to\nAwards to employees of the Company that are not officers of Company under\nRegulation Section 240.16a-1(f) promulgated pursuant to Section 16 of the\nSecurities Exchange Act of 1934, and (b) shall be exercised only in accordance\nwith the Plan and such rules, regulations, guidelines, and limitations as the\nCommittee shall prescribe.\n\n         5. ELIGIBILITY. Awards may be granted to any employee of the Company.\nNo member of the Committee (other than any ex officio member) shall be eligible\nfor grants of Awards under the Plan. An employee may be granted multiple forms\nof Awards under the Plan. Incentive Stock Options may be granted under the Plan\nto a Recipient during any calendar year only if the aggregate fair market value\n(determined as of the date the Incentive Stock Option is granted) of Common\nStock with respect to which Incentive Stock Options are exercisable for the\nfirst time by such Recipient during any calendar year under the Plan and any\nother \"incentive stock option plans\" (as defined in the Internal Revenue Code)\nmaintained by the Company does not exceed the sum of $100,000.\n\n         6. STOCK SUBJECT TO THE PLAN. The total number of shares of Common\nStock issuable under this Plan may not at any time exceed 26,000,000 shares,\nsubject to adjustment as provided herein. All of such shares may be issued or\nissuable in connection with the exercise of Incentive Stock Options. No more\nthan an aggregate of five percent (5%) of the total number of shares of Common\nStock issuable under this Plan may be issued or issuable in connection with\nAwards that constitute Common Stock, Restricted Shares, Performance Shares and\nPerformance Units. Shares of Common Stock not actually issued pursuant to an\nAward shall be available for future Awards. Shares of Common Stock to be\ndelivered or purchased under the Plan may be either authorized but unissued\nCommon Stock or treasury shares. The total number of shares of Common Stock that\nmay be subject to one or more Awards granted to any one Recipient during a\ncalendar year may not exceed 700,000, subject to adjustment as provided in\nSection 16 of the Plan.\n\n         7. AWARDS.\n\n         (a) Awards under the Plan may include, but need not be limited to,\nshares of Common Stock, Restricted Shares, Stock Options, Incentive Stock\nOptions, Stock Appreciation Rights, Performance Shares and Performance Units.\nThe amount of each Award may be based upon the market value of a share of Common\nStock. The Committee may make any other type of Award which it shall determine\nis consistent with the objectives and limitations of the Plan.\n\n         (b) The Committee may establish performance goals to be achieved within\nsuch Performance Periods as may be selected by it using such measures of the\nperformance of the Company as it may select as a condition to the receipt of any\nAward.\n\n                                        3\n\n\n         8. VESTING REQUIREMENTS. The Committee may determine that all or a\nportion of an Award or a payment to a Recipient pursuant to an Award, in any\nform whatsoever, shall be vested at such times and upon such terms as may be\nselected by it.\n\n         9. DEFERRED PAYMENTS AND DIVIDEND AND INTEREST EQUIVALENTS.\n\n         (a) The Committee may determine that the receipt of all or a portion of\nan Award or a payment to a Recipient pursuant to an Award, in any form\nwhatsoever, shall be deferred. Deferrals shall be for such periods and upon such\nterms as the Committee may determine.\n\n         (b) The Committee may provide, in its sole and absolute discretion,\nthat a Recipient to whom an Award is payable in whole or in part at a future\ntime in shares of Common Stock shall be entitled to receive an amount per share\nequal in value to the cash dividends paid per share on issued and outstanding\nshares as of the dividend record dates occurring during the period from the date\nof the Award to the date of delivery of such share to the Recipient. The\nCommittee may also authorize, in its sole and absolute discretion, payment of an\namount which a Recipient would have received in interest on (i) any Award\npayable at a future time in cash during the period from the date of the Award to\nthe date of payment, and (ii) any cash dividends paid on issued and outstanding\nshares as of the dividend record dates occurring during the period from the date\nof an Award to the date of delivery of shares pursuant to the Award. Any amounts\nprovided under this subsection shall be payable in such manner, at such time or\ntimes, and subject to such terms and conditions as the Committee may determine\nin its sole and absolute discretion.\n\n         10. STOCK OPTION PRICE. The purchase price per share of Common Stock\nunder each Stock Option shall be determined by the Committee, but shall not be\nless than market value (as determined by the Committee) of one share of Common\nStock on the date the Stock Option or Incentive Stock Option is granted. Payment\nfor exercise of any Stock Option granted hereunder shall be made (a) in cash, or\n(b) by delivery of Common Stock having a market value equal to the aggregate\noption price, or (c) by a combination of payment of cash and delivery of Common\nStock in amounts such that the amount of cash plus the market value of the\nCommon Stock equals the aggregate option price.\n\n         11. STOCK APPRECIATION RIGHT VALUE. The base value per share of Common\nStock covered by an Award in the form of a Stock Appreciation Right shall be the\nmarket value of one share of Common Stock on the date the Award is granted.\n\n         12. CONTINUATION OF EMPLOYMENT. The Committee shall require that a\nRecipient be an employee of the Company at the time an Award is paid or\nexercised. The Committee may provide for the termination of an outstanding Award\nif a Recipient ceases to be an employee of the Company and may establish such\nother provisions with respect to the termination or disposition of an Award on\nthe death or retirement of a Recipient as it, in its sole discretion, deems\nadvisable. The Committee shall have the sole power to determine the date of any\ncircumstances which shall constitute a cessation of employment and to determine\nwhether such cessation is the result of retirement, death or any other reason.\n\n         13. REGISTRATION OF STOCK. Each Award shall be subject to the\nrequirement that\n\n\n                                       4\n\n\nif at any time the Committee shall determine that qualification or registration\nunder any state or federal law of the shares of Common Stock, Restricted Shares,\nStock Options, Incentive Stock Options, or other securities thereby covered or\nthe consent or approval of any governmental regulatory body is necessary or\ndesirable as a condition of or in connection with the granting of such Award or\nthe purchase of shares thereunder, the Award may not be paid or exercised in\nwhole or in part unless and until such qualification, registration, consent or\napproval shall have been effected or obtained free of any conditions the\nCommittee, in its discretion, deems unacceptable.\n\n         14. EMPLOYMENT STATUS. No Award shall be construed as imposing upon the\nCompany the obligation to continue the employment of a Recipient. No employee or\nother person shall have any claim or right to be granted an Award under the\nPlan.\n\n\n\n                                       5\n\n\n\n\n         15. ASSIGNABILITY. No Award granted pursuant to the Plan shall be\ntransferable or assignable by the Recipient other than by will or the laws of\ndescent and distribution and during the lifetime of the Recipient shall be\nexercisable or payable only by or to him or her.\n\n         16. DILUTION OR OTHER ADJUSTMENTS. In the event of any changes in the\ncapital structure of the Company, including but not limited to a change\nresulting from a stock dividend or split-up, or combination or reclassification\nof shares, the Board of Directors shall make such equitable adjustments with\nrespect to Awards or any provisions of this Plan as it deems necessary and\nappropriate, including, if necessary, any adjustment in the maximum number of\nshares of Common Stock subject to the Plan, the maximum number of shares that\nmay be subject to one or more Awards granted to any one Recipient during a\ncalendar year, or the number of shares of Common Stock subject to an outstanding\nAward.\n\n         17. MERGER, CONSOLIDATION, REORGANIZATION, LIQUIDATION, ETC. If the\nCompany shall become a party to any corporate merger, consolidation, major\nacquisition of property for stock, reorganization, or liquidation, the Board of\nDirectors shall make such arrangements it deems advisable with respect to\noutstanding Awards, which shall be binding upon the Recipients of outstanding\nAwards, including, but not limited to, the substitution of new Awards for any\nAwards then outstanding, the assumption of any such Awards and the termination\nof or payment for such Awards.\n\n         18. WITHHOLDING TAXES. The Company shall have the right to deduct from\nall Awards hereunder paid in cash any federal, state, local or foreign taxes\nrequired by law to be withheld with respect to such Awards and, with respect to\nAwards paid in other than cash, to require the payment (through withholding from\nthe Recipient's salary or otherwise) of any such taxes. Subject to such\nconditions as the Committee may establish, Awards under the Plan payable in\nshares of Common Stock may provide that the Recipients thereof may elect, in\naccordance with any applicable regulations, to have the Company withhold shares\nof Common Stock to satisfy all or part of any such tax withholding obligations,\nwith the value of such withheld shares of Common Stock based upon their fair\nmarket value on the date the tax withholding is required to be made.\n\n         19. COSTS AND EXPENSES. The cost and expenses of administering the Plan\nshall be borne by the Company and not charged to any Award nor to any Recipient.\n\n         20. FUNDING OF PLAN. The Plan shall be unfunded. The Company shall not\nbe required to establish any special or separate fund or to make any other\nsegregation of assets to assure the payment of any Award under the Plan.\n\n         21. AWARD CONTRACTS. The Committee shall have the power to specify the\nform of Award contracts to be granted from time to time pursuant to and in\naccordance with the provisions of the Plan and such contracts shall be final,\nconclusive and binding upon the Company, the shareholders of the Company and the\nRecipients. No Recipient shall have or acquire any rights under the Plan except\nsuch as are evidenced by a duly executed contract in the form thus specified. No\nRecipient shall have any rights as a holder of Common Stock with respect to\nAwards hereunder unless and until certificates for shares of Common Stock or\nRestricted Shares are issued to the Recipient.\n\n         22. GUIDELINES. The Board of Directors of the Company shall have the\npower to \n\n\n\n\n                                       6\n\n\nprovide guidelines for administration of the Plan by the Committee and to make\nany changes in such guidelines as from time to time the Board deems necessary.\n\n         23. AMENDMENT AND DISCONTINUANCE. The Board of Directors of the Company\nshall have the right at any time during the continuance of the Plan to amend,\nmodify, supplement, suspend or terminate the Plan, provided that in the absence\nof the approval of the holders of a majority of the shares of Common Stock of\nthe Company present in person or by proxy at a duly constituted meeting of\nshareholders of the Company, no such amendment, modification or supplement shall\n(i) increase the aggregate number of shares which may be issued under the Plan,\nunless such increase is by reason of any change in capital structure referred to\nin Section 16 hereof, (ii) change the termination date of the Plan provided in\nSection 24, (iii) delete or amend the market value restrictions contained in\nSections 10 and 11 hereof, (iv) materially modify the requirements as to\neligibility for participation in the Plan, or (v) materially increase the\nbenefits accruing to participants under the Plan, and provided further, that no\namendment, modification or termination of the Plan shall in any manner affect\nany Award of any kind theretofore granted under the Plan without the consent of\nthe Recipient of the Award, unless such amendment, modification or termination\nis by reason of any change in capital structure referred to in Section 16 hereof\nor unless the same is by reason of the matters referred to in Section 17 hereof.\n\n         24. TERMINATION. The Committee may grant Awards at any time prior to\nSeptember 7, 2003, on which date this Plan will terminate except as to Awards\nthen outstanding hereunder, which Awards shall remain in effect until they have\nexpired according to their terms or until September 7, 2003, whichever first\noccurs. No Incentive Stock Option shall be exercisable later than 10 years\nfollowing the date it is granted.\n\n         25. APPROVAL. This Plan shall take effect upon due approval by the\nshareholders of the Company.\n\n\n\n\n\n                                       7\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7707],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9546],"class_list":["post-38204","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-h-r-block-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38204","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38204"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38204"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38204"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38204"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}