{"id":38368,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-stock-option-plan-for-seasonal-employees-h-amp-r-block.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-stock-option-plan-for-seasonal-employees-h-amp-r-block","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-stock-option-plan-for-seasonal-employees-h-amp-r-block.html","title":{"rendered":"1999 Stock Option Plan for Seasonal Employees &#8211; H&#038;R Block Inc."},"content":{"rendered":"<pre>                                 H&amp;R BLOCK, INC.\n\n                  1999 STOCK OPTION PLAN FOR SEASONAL EMPLOYEES\n\n                         (AS AMENDED SEPTEMBER 12, 2001)\n\n\n         ARTICLE 1. ESTABLISHMENT OF THE PLAN. H&amp;R BLOCK, INC., a Missouri\ncorporation (the \"Company\"), hereby formulates and adopts the 1999 Stock Option\nPlan for Seasonal Employees (the \"Plan\") whereby there may be granted to\nseasonal employees of H&amp;R Block Services, Inc. (an indirect subsidiary of the\nCompany) and the direct and indirect, majority-owned subsidiaries of H&amp;R Block\nServices, Inc. (such corporation, such direct and indirect subsidiaries, and\ntheir successor entities, if any, to be referred to herein as \"Tax Services\"),\noptions to purchase shares of the Company's Common Stock, without par value\n(such shares being hereinafter sometimes referred to for convenience as \"Common\nStock\" or \"stock\" or \"shares\").\n\n         ARTICLE 2. PURPOSE OF THE PLAN. The purpose of the Plan is to advance\nand promote the interests of the Company, Tax Services and the Company's\nstockholders by providing a method whereby seasonal employees of Tax Services\nmay acquire Common Stock under options to purchase the same subject to the\nconditions hereinafter or therein provided. The Plan is further intended to\nprovide seasonal employees who may be granted such options with additional\nincentive to continue in the employ of Tax Services on a seasonal basis and to\nincrease their efforts to promote the best interests of the Company, Tax\nServices and the Company's stockholders.\n\n         ARTICLE 3. ADMINISTRATION OF THE PLAN. The Plan shall be administered\nby the Compensation Committee of the Board of Directors of the Company (the\n\"Committee\") consisting of three or more directors of the Company, to be\nappointed by and to serve at and during the pleasure of the Board of Directors\nof the Company. All references herein to the Committee shall be deemed to mean\nthe Board of Directors of the Company if the Board has not appointed a\nCommittee. A majority of the Committee shall constitute a quorum and the acts of\na majority of the members present at any meeting at which a quorum is present,\nor acts approved in writing by a majority of the Committee, shall be valid acts\nof the Committee. 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 to the other provisions of this Plan, to\nmake determinations which shall be final, conclusive and binding upon all\npersons, including without limitation the Company, Tax Services, the\nstockholders, the Board of Directors and any persons having any interest in any\noptions which may be granted under the Plan. The Committee may impose such\nadditional conditions upon the grant and exercise of options under this Plan as\nmay from time to time be deemed necessary or desirable, in the opinion of\ncounsel of the Company, to comply with applicable laws and regulations. The\nCommittee from time to time may adopt rules and regulations for carrying out the\nPlan.\n\n         ARTICLE 4. ELIGIBILITY. Options shall be granted on June 30 of each\nyear the Plan is in effect (the \"date of grant\") only to \"Eligible Seasonal\nEmployees\" of Tax Services for\n\n\n                                       A-1\n\n\n\n\nsuch year. The term \"Eligible Seasonal Employees\" for any calendar year during\nwhich the Plan is in effect shall include all those employees of Tax Services\nwho (a) are hired to perform for limited periods of time during such year jobs\nspecifically designated by Tax Services to be seasonal jobs and (b) have adhered\nto the working hours agreed upon during such year.\n\n         ARTICLE 5. STOCK SUBJECT TO THE PLAN. The shares of Common Stock to be\nissued upon exercise of the options granted under the Plan shall be made\navailable, at the discretion of the Board of Directors of the Company, either\nfrom authorized but unissued stock of the Company or from shares that have been\npurchased by the Company from any source whatever, but the aggregate number of\nshares for which options may be granted under the Plan shall not exceed\n20,000,000 shares of Common Stock of the Company. If an option granted under the\nPlan shall be surrendered or shall for any reason whatsoever expire or terminate\nin whole or in part without the exercise thereof, then the shares of stock which\nwere subject to any such option shall, if the Plan shall then be in effect, be\navailable for options thereafter granted under the Plan.\n\n         ARTICLE 6. METHOD OF PARTICIPATION. Each Eligible Seasonal Employee who\neither (i) is an employee of Tax Services on April 15 (or the next business day\nif it falls on a Saturday, Sunday or holiday) of each calendar year the Plan is\nin effect, or (ii) has been an employee of Tax Services for at least an\naggregate of 100 working days during the 12-month period ending with the date of\ngrant, shall be granted an option to purchase one share of Common Stock for each\n$100 of the total compensation earned by him or her during and throughout the\n12-month period ending with the date of grant (such total compensation during\nsuch period to be referred to herein as \"Total Compensation\"), provided,\nhowever, that (a) each Eligible Seasonal Employee who is not entitled to an\noption grant under the provisions of this Article 6 on June 30, 1999 (regardless\nof whether or not such Eligible Seasonal Employee was employed on or before such\ndate), but who, with respect to any subsequent date of grant during the term of\nthe Plan, otherwise meets the requirements of this Article 6, shall be granted\nas of such subsequent date of grant an option to purchase one share of Common\nStock for each $200 of Total Compensation in lieu of an option to purchase one\nshare of Common Stock for each $100 of Total Compensation, (b) no employee shall\nbe granted an option to purchase in excess of 100 of said shares in any calendar\nyear under the Plan, (c) no employee shall be granted an option if such\nemployee's Total Compensation for the applicable year is less than $4,000 ($500\nfor an option granted on June 30, 1999), and (d) any fractional shares which\nwould otherwise be subject to an option under the Plan shall be adjusted to the\nnearest whole number of shares. As promptly as possible after June 30 of each\nyear the Plan is in effect (but effective as of such date), each Eligible\nSeasonal Employee shall be notified in writing of the number of shares optioned\nto him or her under the Plan, the option price and the terms and conditions of\nsaid option, as described in Article 9.\n\n         ARTICLE 7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event a\nmerger, consolidation, reorganization, recapitalization, stock dividend, stock\nsplit, or other change in the corporate structure or capitalization affecting\nthe Company's capital stock shall occur, an appropriate adjustment shall be made\nin (a) the number of shares of stock available for options under the Plan and\nsubject to outstanding options, (b) the purchase price per share for each\noutstanding option, and (c) the provisions of Article 6, provided that, no\nadjustment shall be made in the provisions of Article 6 in the event of\n\n\n\n                                       A-2\n\n\na stock dividend or stock split. Any adjustment to the Plan shall be made by the\nBoard of Directors and, when so made, shall be effective and binding for all\npurposes of the Plan and of all options then outstanding.\n\n         ARTICLE 8. OPTION PRICE. Each year this Plan is in effect, the purchase\nprice per share under each option granted during such year shall be equal to the\nlast reported sale price, regular way, for the Common Stock on the New York\nStock Exchange (or, if the stock is not then traded on such exchange, the last\nreported sale price, regular way, on such other national exchange or NASDAQ or\nother system on which such stock is traded and reported), in each case on the\ndate of grant (or if said date falls on a non-business day then on the next\npreceding business date on which the stock is quoted) of such year.\n\n         ARTICLE 9. TERMS AND CONDITIONS OF OPTIONS. The terms and conditions of\neach option granted hereunder shall be set forth in a written notice to the\nemployee to whom such option is granted. Said terms and conditions shall be\nconsistent with the provisions of the Plan and shall include but not be limited\nto the following:\n\n         A.       CONTINUATION OF EMPLOYMENT. The grant of an option under this\nPlan shall not confer on the optionee any right to continue in the employ of Tax\nServices or to be employed by the Company or any of its subsidiaries, nor shall\nit limit the right of Tax Services to terminate the employment of any optionee\nat any time.\n\n         B.       PERIODS OF EXERCISING OPTION. An option may be exercised only\nbetween the dates of September 1 through November 30 of either of the two\ncalendar years immediately following the calendar year in which said option was\ngranted, and said option shall expire as to all shares subject thereto which are\nnot so exercised.\n\n         C.       CONDITIONS OF EXERCISING OPTION. If an optionee shall not be\nan Eligible Seasonal Employee, as defined in Article 4, for a year in which he\nor she would be otherwise entitled to exercise an option under this Plan\n(\"Exercise Year\"), or shall not have earned actual Total Compensation during the\n12-month period ending on June 30 of such Exercise Year which is at least equal\nto 50% of the actual Total Compensation earned by him or her during the 12-month\nperiod ending on June 30 of the year in which the option was granted (\"Grant\nYear\"), he or she shall not be entitled to exercise his or her option for such\nGrant Year; provided, however, if the optionee shall become a full-time employee\nof the Company or any of its subsidiaries (including, but not limited to, Tax\nServices) prior to August 1 of such Exercise Year he or she shall be entitled to\nexercise said option for such Grant Year, provided he or she is a full-time\nemployee of the Company or one of its subsidiaries at the time the option is\nexercised. The option must be exercised by the optionee in writing (unless\notherwise authorized by the Company) within the periods above specified with\nrespect to all or part of the shares optioned and accompanied by full payment of\nthe option price thereof. Only one exercise shall be permitted with respect to a\nsingle option. If an optionee exercises an option for less than all of the\nshares subject to such option, the optionee shall lose all rights to exercise\nthe option for the balance of the shares subject to the option. No optionee will\nbe deemed to be a holder of any shares subject to an option unless and until\ncertificates for such shares are issued to him or her under the terms of the\nPlan. As used herein, \"full-time employee\" means an individual in the employ of\nthe Company or one of its subsidiaries in a job designated by the applicable\nemployer to be a full-time job.\n\n\n\n                                      A-3\n\n\n         D.       NON-TRANSFERABILITY OF OPTION; TERMINATION UPON DEATH. The\noption shall be exercisable only by the optionee and shall not be transferable\nby him or her. The option shall terminate upon the death of the optionee.\n\n         E.       QUALIFICATION OF STOCK. Each option shall be subject to the\nrequirement that if at any time the Board of Directors of the Company shall\ndetermine, in its discretion, that qualification or registration of the shares\nof stock thereby covered under any state or federal law, or the consent or\napproval of any governmental regulatory body, is necessary or desirable as a\ncondition of or in connection with the granting of such option or the purchase\nof shares thereunder, the option may not be exercised in whole or in part unless\nand until such qualification or registration, consent or approval shall have\nbeen effected or obtained free of any conditions not acceptable to the Board of\nDirectors of the Company, at its discretion.\n\n         ARTICLE 10. AMENDMENT AND DISCONTINUANCE. The Board of Directors of the\nCompany shall have the right at any time during the continuance of the Plan to\namend, modify, supplement, suspend or terminate the Plan, provided that no\nemployee's rights existing at the effective time of such amendment,\nmodification, supplement, suspension or termination are adversely affected\nthereby, and provided further that, in the absence of the approval of the\nholders of a majority of the shares of Common Stock of the Company present in\nperson or by proxy at a duly constituted meeting of the shareholders of the\nCompany, no such amendment, modification or supplement shall (i) increase the\naggregate number of shares of Common Stock that may be issued under the Plan,\nunless such increase is by reason of any change in the capital structure\nreferred to in Article 7 hereof, (ii) materially modify the requirements as to\neligibility for participation in the Plan, or (iii) materially increase the\nbenefits accruing to participants under the Plan.\n\n         ARTICLE 11. EFFECTIVE DATE; EXPIRATION OF PLAN. The Plan shall be\neffective on June 30, 1999 (with the grant of options on that date) and, unless\nextended, shall terminate on December 31, 2004, but no termination of the Plan,\nwhether under the provisions of this Article 11 or otherwise, shall affect the\ncontinuance of any option granted hereunder prior to said date.\n\n\n\n\n\n\n                                      A-4\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":[9539,9545],"class_list":["post-38368","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-h-r-block-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38368","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=38368"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38368"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38368"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38368"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}