{"id":38381,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-employee-stock-purchase-plan-h-amp-r-block-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-employee-stock-purchase-plan-h-amp-r-block-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-employee-stock-purchase-plan-h-amp-r-block-inc.html","title":{"rendered":"2000 Employee Stock Purchase Plan &#8211; H&#038;R Block Inc."},"content":{"rendered":"<pre>                                 H&amp;R BLOCK, INC.\n                        2000 EMPLOYEE STOCK PURCHASE PLAN\n                           (as amended August 1, 2001)\n\n\nSECTION 1.        PURPOSE OF PLAN\n\n         The H&amp;R Block, Inc. 2000 Employee Stock Purchase Plan (the \"Plan\") is\ndesigned to encourage and assist employees of the subsidiaries of H&amp;R Block,\nInc. (collectively H&amp;R Block, Inc. (\"Block\") and such subsidiaries shall be\nreferred to as the \"Company\") to acquire an equity interest in Block through the\npurchase of shares of Block common stock, without par value (\"Common Stock\").\nThis Plan is intended to constitute an \"employee stock purchase plan\" within the\nmeaning of Section 423 of the Internal Revenue Code (the \"Code\").\n\nSECTION 2.  ADMINISTRATION OF THE PLAN\n\n         The Plan shall be administered by Block's Board of Directors (the\n\"Board\") or by a committee of the Board (the \"Committee\") appointed by the Board\nand serving at its pleasure (the Board or any such Committee being herein\nreferred to as the \"Administrator\"). Until such time as the Board shall\ndetermine otherwise, the Compensation Committee of the Board shall serve as\nAdministrator. The Administrator shall have full power and authority, not\ninconsistent with the express provisions of the Plan, to administer and\ninterpret the Plan, including the authority to:\n\n         (i)      grant options and authorize the issuance of shares;\n         (ii)     make and amend all rules, regulations, guidelines, procedures\n                  and policies for administering the Plan;\n         (iii)    decide all questions and settle all disputes that may arise in\n                  connection with the Plan;\n         (iv)     appoint persons and entities to act as designated\n                  representatives on its behalf in administering the Plan\n                  pursuant to its provisions (in which case the term\n                  \"Administrator\" as used herein shall include such persons or\n                  entities to the extent of such appointment);\n         (v)      establish accounts with a person or entity appointed pursuant\n                  to (iv) above (\"Custodian\") to hold Common Stock purchased\n                  under the Plan (\"Stock Account\");\n         (vi)     cause Block to enter into a written agreement with the\n                  Custodian setting forth the terms and conditions upon which\n                  Stock Accounts shall be governed (\"Custodial Agreement\"); and\n         (vii)    require Participants to hold shares of Common Stock under the\n                  Plan in Stock Accounts (in which case each Participant's\n                  decision to participate in the Plan shall constitute the\n                  appointment of such Custodian as custodial agent for the\n                  purpose of holding such shares) until such time as shall be\n                  specified in the Custodial Agreement.\n\n         All interpretations, decisions and determinations made by the\nAdministrator shall be binding on all persons concerned.\n\n\n\n\n\nSECTION 3. NATURE AND NUMBER OF SHARES\n\n         The Common Stock subject to issuance under the terms of the Plan shall\nbe authorized but unissued shares or previously issued shares reacquired and\nheld by the Company. The aggregate number of shares that may be issued under the\nPlan shall not exceed 6,000,000 shares of Common Stock.\n\n         In the event of any reorganization, recapitalization, stock split,\nreverse stock split, stock dividend, combination of shares, exchange of shares,\nmerger, consolidation, offering of rights or other similar change in the capital\nstructure of the Company, the Board or the Committee may make such adjustment,\nif any, as it deems appropriate in the number, kind and purchase price of the\nshares available for purchase under the Plan and in the maximum number of shares\nwhich may be issued under the Plan.\n\nSECTION 4. ELIGIBILITY\n\n         Each individual employed by a Participating Subsidiary (as hereinafter\ndefined), except as provided below, shall be eligible to participate in the Plan\n(\"Employee\"). The following individuals shall be excluded from participation:\n\n         (a) Persons who, as of the date of grant of an Option, have been\ncontinuously employed by the Participating Subsidiary for less than twelve (12)\nconsecutive months;\n\n         (b) Persons who, immediately upon the grant of an Option, own directly\nor indirectly, or hold options or rights to acquire, an aggregate of five\npercent (5%) or more of the total combined voting power or value of all\noutstanding shares of all classes of Block or any Subsidiary; and\n\n         (c) Persons who are customarily employed by the Company less than\ntwenty (20) hours per week or for not more than five (5) months in any calendar\nyear.\n\n         For purposes of the Plan, a \"Subsidiary\" is any corporation or other\nentity in which Block owns, directly or indirectly, stock (or other ownership\ninterests) possessing fifty percent (50%) or more of the total combined voting\npower of all classes of stock (or other ownership interests). A \"Participating\nSubsidiary\" is any Subsidiary meeting the requirements above that is designated\nby the Board or the Committee as a subsidiary whose employees are eligible to\nparticipate in the Plan.\n\nSECTION 5. ENROLLMENT AND WITHDRAWAL\n\n         Each eligible Employee may enroll or re-enroll in the Plan as of the\nfirst day of any Option Period (as hereinafter defined) after the Employee first\nbecomes eligible to participate. To enroll, an Employee must complete and sign\nan enrollment form (including a payroll deduction authorization) in a form\nacceptable to the Administrator and submit it to the Company, or use such other\nmeans to enroll as is authorized by the Administrator, at least 15 calendar days\nprior to the commencement of such Option Period or by such other date as the\nAdministrator may prescribe. Participation in the Plan is voluntary. A\n\"Participant\" shall be an Employee enrolled in the Plan.\n\n         A Participant will automatically be enrolled in all future Option\nPeriods unless the Participant withdraws from the Plan. If a Participant\nwithdraws from the Plan, he or she\n\n\n\n\n                                       2\n\n\nwill cease to be a Participant and may only participate in future Option Periods\nif he or she re-enrolls in the Plan. Any Participant may withdraw from the Plan\nby notifying the Company at any time during the Option Period prior to the\nPurchase Date (as defined below). Upon such a withdrawal, the entire amount\ncontributed to the Plan by the Participant (and not yet used to purchase Common\nStock) will be refunded without interest as soon as administratively\npracticable.\n\nSECTION 6. GRANT OF OPTIONS\n\n         Under the Plan, each \"Option Period\" shall be a period of approximately\nsix (6) months beginning on January 1 and July 1, respectively, and ending on\nJune 30 and December 31, respectively, or such other period as the Board or the\nCommittee may designate from time to time.\n\n         Each person who is a Participant on the first day of an Option Period\n(the \"Grant Date\") will as of such day be granted an option for the Period (the\n\"Option\"). Such Option will be for the number of whole and fractional shares of\nCommon Stock to be determined by dividing (i) the balance credited to the\nParticipant's Payment Account (as defined in Section 7(b)) during such Option\nPeriod by means of payroll deduction (or such other means deemed acceptable by\nthe Administrator) as of the Purchase Date (as determined under Section 8\nbelow), by (ii) the purchase price per share of the Common Stock as determined\nunder Section 8.\n\n         In no event shall a Participant be entitled to purchase, for any Option\nPeriod, more than the lesser of (i) the number of shares obtained by dividing\n$25,000 by the fair market value of a share of Common Stock on the Grant Date\nfor such Option Period, or (ii) the maximum number of shares permitted to be\npurchased under Section 7(c) below.\n\n         The Administrator will reduce, on a substantially proportionate basis,\nthe number of shares of Common Stock receivable by each Participant upon\nexercise of his or her Option for an Option Period in the event that the number\nof shares then available under the Plan is otherwise insufficient, and will\nreturn to Participant without interest any remaining unused balance in the\nParticipant's Payment Account as soon as administratively practicable.\n\nSECTION 7. METHOD OF PAYMENT\n\n         (a) Form of Payment. Payment for shares shall be made in installments\nthrough after-tax payroll deductions over the Option Period, with such\ndeductions taken from pay periods ending during the Option Period, or in such\nother form of payment deemed acceptable by the Administrator.\n\n         Subject to the limits below and in Section 8, each Participant may\nelect through payroll withholding during the Option Period (or such other means\ndeemed acceptable by the Company) to have credited to his or her Payment Account\nan amount not less than one percent, and not greater than ten percent (10%) of\nCompensation (as defined below); provided that the Administrator from time to\ntime before an enrollment date may establish limits other than those herein\ndescribed for all purchases to occur during the relevant Option Period.\n\n\n\n                                       3\n\n\n         For purposes of the Plan, \"Compensation\" shall mean all compensation\npaid to the Participant by the Company and currently includible in his or her\nincome, including such amounts as commissions, overtime, and other amounts\nincludible in the general definition of compensation provided in Treasury\nRegulation ss.1.415-2(d)(1), plus any amount that would be so included but for\nthe fact that it was contributed to (a) a qualified plan pursuant to an elective\ndeferral under Section 401(k) of the Code, (b) a nonqualified deferred\ncompensation plan, and\/or (c) a cafeteria plan on a before-tax basis pursuant to\nan election under Section 125 of the Code, but not including (i) payments under\nstock option plans and other employee benefit plans or other amounts excluded\nfrom the definition of compensation provided in the Treasury Regulations under\nSection 415 of the Code, (ii) bonuses or compensation paid under short-term\nincentive plans, and (iii) reimbursements or other expense allowances, fringe\nbenefits (cash and noncash), moving expenses, payments of benefits under\nnonqualified deferred compensation plans, and welfare benefits.\n\n         A Participant may increase or decrease the rate of withholding on a\nprospective basis effective as to future pay periods within an Option Period by\ngiving not less than two (2) weeks prior written notice (in a form acceptable to\nthe Administrator) to the Company.\n\n         (b) Accounts. A \"Payment Account\" means the book entry account\nmaintained by the Company or Administrator to record the amount of Participant's\npayments made pursuant to Section 7(a) and any cash amount carried forward from\nan Option Period to the Grant Date for the next Option Period pursuant to\nSection 9. All payments by each Participant shall be credited to such\nParticipant's Payment Account pending the purchase of Common Stock in accordance\nwith the provisions of the Plan. All such amounts in the Payment Account shall\nbe assets of the Company and may be used by the Company for any corporate\npurpose. No interest will be paid on amounts credited to a Participant's Payment\nAccount.\n\n         (c) Limits on Purchase. In no event shall the rights of any Participant\nto purchase shares (under this Plan and under any other stock purchase plans of\nBlock or any Subsidiary) accrue at a rate that exceeds $25,000 as measured by\nthe fair market value of such shares (determined in the case of each such share\nas of the date of grant of the related option) for the calendar year.\n\nSECTION 8. PURCHASE PRICE\n\n         The purchase price of Common Stock issued pursuant to the exercise of\nan Option shall be ninety percent (90%) of the lower of the fair market value of\nCommon Stock on (a) the Grant Date for the Option Period, or (b) the fair market\nvalue of Common Stock on the last trading day of the Option Period (the\n\"Purchase Date\").\n\n         Fair market value shall mean the closing price of Common Stock on the\nNew York Stock Exchange or other national securities exchange on which the\nCommon Stock is then principally traded or, if that measure of price is not\navailable, on a composite index of such exchanges or, if that measure of price\nis not available, in a national market system for securities. In the event that\nthere are no sales of Common Stock on any such exchange or market on the Grant\nDate, the fair market value of the Common Stock shall be deemed to be the\nclosing sales price on the next following day on which Common Stock was sold on\nany such exchange or market. In the event that there are no sales of \n\n\n\n\n                                       4\n\n\nCommon Stock on any such exchange or market on the Purchase Date, the fair\nmarket value of the Common Stock shall be deemed to be the closing sales price\non the next preceding day on which Common Stock was sold on any such exchange or\nmarket. In the event that the Common Stock is not listed on any such market or\nexchange on the Grant or Purchase Dates, a reasonable valuation of the fair\nmarket value of the Common Stock on such dates shall be made by the\nAdministrator.\n\nSECTION 9. EXERCISE OF OPTIONS; SIX-MONTH HOLDING PERIOD\n\n         If an Employee is a Participant in the Plan on a Purchase Date, he or\nshe will be deemed to have exercised the Option granted to him or her for the\nperiod ending on that Purchase Date. Upon such exercise, the Company will apply\nthe balance of the Participant's Payment Account to the purchase of the number\nof whole or fractional shares of Common Stock determined under Section 6 and, as\nsoon as practicable thereafter, will issue and deliver said whole shares to the\nParticipant (unless Stock Accounts are established by the Administrator pursuant\nto Section 2 of the Plan). Any cash remaining in the Participant's Payment\nAccount and the cash value of any fractional shares of Common Stock shall either\nbe carried forward to the next Grant Date (without interest) and become a part\nof the Payment Account for the Option Period to which such next Grant Date\napplies, or, upon written request of the Participant to the Administrator, be\npaid to Participant without interest (unless Stock Accounts are established by\nthe Administrator pursuant to Section 2 of the Plan).\n\n         Notwithstanding anything herein to the contrary, Block's obligation to\nissue and deliver whole shares of Common Stock under the Plan will be subject to\nthe approval required by any governmental authority in connection with the\nauthorization, issuance, sale or transfer of said shares, to any requirements of\nany national securities exchange applicable thereto, and to compliance by Block\nwith other applicable legal requirements in effect from time to time.\n\n         Any shares of Common Stock issued under the Plan may not be sold,\ntransferred or assigned for a period of six months after the date issued. Each\ncertificate representing shares of Common Stock issued under this Plan during\nsuch six-month period shall bear the following legend:\n\n         \"The Shares represented by this certificate may not be sold,\n         transferred or assigned, and the issuer shall not be required to give\n         effect to any attempted sale, transfer or assignment, until a date that\n         is more than six months after the date of issuance of this\n         certificate.\";\n\nor such other legend as shall be approved by the Administrator.\n\nSECTION 10. TERMINATION OF EMPLOYMENT\n\n         Subject to Section 11, upon the termination of a Participant's\nemployment with the Company for any reason, the Participant's Payment Account\nbalance shall be frozen to future accruals and the Participant shall be\nwithdrawn from Plan participation and cease to be a Participant. Upon the\ncessation of participation, any Option held by the Participant under the Plan\nwill be deemed cancelled, the balance of the Participant's Payment Account will\nbe returned to the Participant or, in the case of death, refunded in accordance\nwith Section 11, without interest, as soon as administratively practicable and\nthe Participant will have no further rights under the Plan.\n\n\n\n\n                                       5\n\n\n\n\nSECTION 11. DEATH OF A PARTICIPANT\n\n         Each Participant may designate one or more beneficiaries who, in the\nevent of the Participant's death, would receive any Common Stock and\/or cash\ncredited to the Participant under the Plan. In the case of a Participant who is\nmarried at time of death, the Administrator may condition any designation of a\nbeneficiary other than the Participant's spouse on the written consent of such\nspouse. A designation of beneficiary and election may be changed by the\nParticipant at any time. Any such designation or change in designation, if made\nin accordance with the Plan and in a form and manner that is acceptable to the\nAdministrator, shall be effective upon receipt by the Company and shall be the\nexclusive means of designating a beneficiary under the Plan. In the absence of a\nproper beneficiary designation under the Plan, the balance in the deceased\nParticipant's Payment Account under the Plan will be refunded without interest\nto his or her estate.\n\n         As soon as administratively feasible after the death of a Participant,\nany Common Stock and\/or cash credited to the Participant under the Plan shall be\ndelivered to the Participant's designated beneficiaries or, in the absence of\nsuch designation, to the executor, administrator or other legal representative\nof the Participant's estate. Such delivery and payment shall relieve the Company\nof further liability to the deceased Participant or his or her beneficiaries\nwith respect to the Plan. If more than one beneficiary is designated, each\nbeneficiary shall receive an equal portion of the Payment Account and, if any,\nthe Stock Account, unless the Participant has given express contrary\ninstructions.\n\nSECTION 12. ASSIGNMENT\n\n\n         Except as provided in Section 11 above, funds, securities, rights or\nother property held for the account of a Participant shall not be sold, pledged,\nassigned, transferred, or hypothecated in any way (whether by operation of law\nor otherwise) and shall not be subject to sale under execution, attachment, or\nsimilar process. A Participant's right to purchase shares under the Plan shall\nbe exercisable during the Participant's lifetime only by the Participant. If\nthis provision is violated, the Participant's election to purchase Common Stock\nshall terminate and the only obligation of the Company remaining under the Plan\nwill be to refund to the Participant the amount then credited to his or her\nPayment Account and deliver to Participant any whole shares of Common Stock\ncredited to him or her under any Stock Account.\n\nSECTION 13. EQUAL RIGHTS AND PRIVILEGES\n\n         All eligible Employees shall have equal rights and privileges with\nrespect to the Plan so that the Plan qualifies as an \"employee stock purchase\nplan\" within the meaning of Section 423 or any successor provisions of the Code\nand related regulations. Any provision of the Plan that is inconsistent with\nSection 423 or any successor provision of the Code shall without further act of\namendment by the Company be reformed to comply with the requirements of Section\n423. This Section 13 shall take precedence over all other provisions of the\nPlan.\n\nSECTION 14. RIGHTS AS STOCKHOLDER\n\n\n                                       6\n\n\n         A Participant shall have no rights as a stockholder under an Option\nuntil he or she becomes a stockholder as herein provided. A Participant will\nbecome a stockholder with respect to shares for which payment has been completed\nas provided in Section 8 as of the close of business on the Purchase Date for\nthe Option Period.\nSECTION 15. MODIFICATION AND TERMINATION OF THE PLAN\n\n         The Board or the Committee may terminate the Plan at any time and may\nat any time and from time to time amend the Plan in any manner permitted by law.\nNo amendment shall be effective unless within one (1) year after it is adopted\nby the Board it is approved by Block's shareholders in the manner prescribed\nunder the Treasury Regulations under Section 423 of the Code, if such amendment\nwould:\n\n         (i)      increase the number of shares reserved for purchase under the\n                  Plan, unless such increase is by reason of any change in the\n                  capital structure of the Company referred to in Section 3\n                  hereof;\n         (ii)     change the designation of corporations or other entities whose\n                  employees may be offered Options under the Plan, except as\n                  permitted under Treasury Regulations ss.1.423-2(c)(4);\n         (iii)    materially modify the requirements as to eligibility for\n                  participation in the Plan; or\n         (iv)     materially increase the benefits accruing to Participants\n                  under the Plan.\n\n         In the event the Plan is terminated, the Board or Committee may elect\nto terminate all outstanding Options either immediately or upon completion of\nthe purchase of shares on the next Purchase Date, unless the Board has\ndetermined that the right to make all such purchases shall expire on some other\ndesignated date occurring prior to the next Purchase Date. If Options are\nterminated prior to expiration, all funds contributed to the Plan that have not\nbeen used to purchase shares shall be returned without interest to the\nParticipants.\n\nSECTION 16. BOARD AND SHAREHOLDER APPROVAL; EFFECTIVE DATE\n\n         This Plan was adopted by the Board on June 28, 2000. The Effective Date\nof the Plan shall be September 13, 2000, subject to shareholder approval at the\nannual meeting of shareholders of H&amp;R Block, Inc. on that date.\n\nSECTION 17. OTHER PROVISIONS\n\n         Options and other documentation under the Plan shall contain such other\nprovisions as the Administrator shall deem advisable, provided that no such\nprovision shall conflict with the express terms of the Plan.\n\nSECTION 18. EMPLOYMENT RIGHTS\n\n         Nothing contained in the provisions of the Plan shall be construed to\ngive to any individual the right to be retained in the employ of the Company or\nto interfere with the right of the Company to discharge any employee at any\ntime.\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":[9539,9545],"class_list":["post-38381","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\/38381","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=38381"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38381"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38381"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38381"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}