{"id":38989,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-block-financial-corp-and-david-j-kasper.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-block-financial-corp-and-david-j-kasper","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-block-financial-corp-and-david-j-kasper.html","title":{"rendered":"Employment Agreement &#8211; Block Financial Corp. and David J. Kasper"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n\n                  THIS EMPLOYMENT AGREEMENT (\"Agreement\") is entered into as of\nthe 31st day of January, 2000, by and between BLOCK FINANCIAL CORPORATION, a\nDelaware corporation (\"BFC\"), and David J. Kasper (\"Executive\").\n\n                                   ARTICLE ONE\n\n                                   EMPLOYMENT\n\n                  1.01 - Agreement as to Employment. Effective February 14, 2000\nor a later date as agreed upon by both parties (the \"Employment Date\"), BFC\nhereby employs Executive as its President, Financial Services Group, and\nExecutive hereby accepts such employment by BFC, subject to the terms of this\nAgreement. Subject to the terms of Section 1.06 of this Agreement, either party\nmay terminate this Agreement for any reason, or no reason, by providing not less\nthan 45 days' prior written notice of such termination to the other party, and,\nif such notice is properly given, this Agreement and Executive's employment\nhereunder shall terminate as of the close of business on the 45th day after such\nnotice is deemed to have been given or such later date as is specified in such\nnotice. Any termination of this Agreement shall not be effective as to those\nportions of this Agreement which, by their express terms as set forth below,\nrequire performance by either party following termination of this Agreement.\n\n                  1.02 - Duties.\n                  \n                  (a) Executive is employed by BFC to serve as its President,\nFinancial Services Group, subject to the authority and direction of the BFC's\nBoard of Directors, the Chief Executive Officer of H&amp;R Block, Inc., a Missouri\ncorporation (\"Block\"), and the Chief Operating Officer of Block. Subject to the\nforegoing, the Executive shall have such authority and responsibility and duties\nas are normally associated with the position of President of an operating\nsubsidiary.\n\n                  (b) So long as he is employed under this Agreement, Executive\nagrees to devote his full business time and efforts exclusively on behalf of BFC\nand to competently and diligently discharge his duties hereunder. Executive\nshall not be prohibited from engaging in such personal, charitable, or other\nnonemployment activities that do not interfere with his full-time employment\nhereunder and that do not violate the other provisions of this Agreement.\nExecutive shall comply fully with all reasonable policies of BFC as are from\ntime to time in effect and applicable to his position.\n\n                  1.03 - Compensation.\n                  \n                  (a) Base Salary. BFC shall pay to Executive a gross salary at\nan annual rate of $375,000 (\"Base Salary\"), payable semimonthly or at any other\npay periods as BFC may use for its other executive employees. The Base Salary\nshall be reviewed for adjustment by the Board of Directors of Block (the Board\")\nor appropriate committee thereof no less often than annually during \n\n\n\n\n   2\n\n\n\n\n\nthe term of Executive's employment hereunder and, if adjusted by the Board, such\nadjusted amount shall become the \"Base Salary\" for purposes of this Agreement.\n\n                  (b) Additional Annual Payments. On the first, second, third,\nfourth, and fifth anniversary of the Employment Date, BFC shall pay to Executive\n$63,500, plus an additional amount as is necessary to \"gross up\" such payment to\ncover the anticipated income tax liability resulting from such taxable income.\n\n                  (c) Short-Term Incentive Compensation. As approved by the\nCompensation Committee of the Board, Executive shall participate in the H&amp;R\nBlock Short-Term Incentive Plan and the discretionary short-term incentive\nprogram. Under such Plan and program, the Executive shall have an aggregate\ntarget bonus for fiscal year 2000 of $206,250 and an opportunity to earn 200% of\nsuch target bonus. The payment of the actual award under the Plan (20% of\ntarget) shall be based upon the actual consolidated pretax earnings of Block for\nits fiscal year 2000 compared to the actual consolidated pretax earnings of\nBlock for its fiscal year 1999. The payment of the actual award under the\ndiscretionary program (80%) shall be based upon the performance of the Financial\nService Group and Executive's individual performance, as determined by the Chief\nOperating Officer and Chief Executive Officer of Block and approved by the\nCompensation Committee. For purposes of Executive's participation in such Plan\nfor the fiscal year ending April 30, 2000, Executive's actual incentive\ncompensation shall be prorated based upon the number of months during such year\nthat he is actually employed by BFC. Executive must remain employed through\nApril 30, 2000 to receive payments under the Plan and program.\n\n                  (d) Performance Grant. As approved by the Board and the Chief\nOperating Officer of Block, Executive shall participate in the Performance Grant\nProgram, subject to the terms of that Program, and shall have a target cash\naward of $500,000.\n\n                  (e) Stock Options. As approved by the Compensation Committee\nof the Board and the Board itself, Executive shall be granted (i) on the\nEmployment Date a stock option under Block's 1993 Long-Term Executive\nCompensation Plan (the \"1993 Plan\") to purchase 20,000 shares of Block's common\nstock at a price per share equal to its closing price on the New York Stock\nExchange on the date of grant, such option to expire on the tenth anniversary of\nthe date of grant; to vest and become exercisable as to 40% of the shares\ncovered thereby on the third anniversary of the date of grant, as to an\nadditional 30% of such shares on the fourth anniversary of the date of grant,\nand as to the remaining 30% of the shares on the fifth anniversary of the date\nof grant; to be an incentive stock option for the maximum number of shares\npermitted by Internal Revenue Code Section 422 and the regulations promulgated\nthereunder; and to otherwise be a nonqualified stock option; and (ii) a stock\noption to purchase a minimum of 20,000 shares of Block's common stock at a price\nper share equal to its closing price on the New York Stock Exchange on the date\nin fiscal year 2001 on which options are granted under the 1993 Plan to all or\nsubstantially all other senior executive officers of Block and its subsidiaries,\nsuch stock option to have terms and conditions consistent with the terms and\nconditions of options granted to such other \n\n\n\n                                       2\n\n\n   3\n\n\nsenior executive officers except as provided in Section 1.06(a).\n\n                  (f) Restricted Stock. As approved by the Compensation\nCommittee of the Board and the Board itself, Executive shall be awarded promptly\nafter the Employment Date, 5,000 Restricted Shares of Block's common stock under\nthe 1993 Plan. One-third of the 5,000 shares shall vest, respectively, on each\nof the first three anniversaries following such employment commencement date.\nPrior to the time such Restricted Shares are so vested, (i) such Restricted\nShares shall be nontransferable, and (ii) Executive shall be entitled to receive\nany cash dividends payable with respect to unvested Restricted Shares and vote\nsuch unvested Restricted Shares at any meeting of shareholders of Block.\n\n                  (g) Relocation Benefits.\n                  \n                      (i)  BFC shall reimburse Executive for reasonable packing,\n         shipping, transportation costs and other expenses incurred by Executive\n         in relocating himself, his family and personal property to the Greater\n         Kansas City Area, in accordance with the H&amp;R Block Executive Relocation\n         Program.\n\n                      (ii) To the extent that Executive incurs taxable income\n         related to any relocation benefits paid pursuant to this Agreement, BFC\n         shall pay to Executive such additional amount as is necessary to \"gross\n         up\" such benefits and cover the anticipated income tax liability\n         resulting from such taxable income.\n\n                  1.04 - Business Expenses. BFC shall promptly pay directly, or\nreimburse Executive for, all business expenses, to the extent such expenses are\npaid or incurred by Executive during the term hereof in accordance with Block\npolicy in effect from time to time and to the extent such expenses are\nreasonable and necessary to the conduct by Executive of BFC's business.\n\n                  1.05 - Fringe Benefits. During the term of Executive's\nemployment hereunder, BFC shall make available to Executive such insurance, sick\nleave, deferred compensation, short-term incentive compensation, bonuses, stock\noptions (also referred to in Subsection 1.03(e) above), retirement, vacation,\nand other like benefits as are approved by the Board or the Compensation\nCommittee thereof and provided from time to time to the other executive-level\nemployees of BFC or Block's other subsidiaries.\n\n                  1.06 - Termination of Employment.\n                  \n                  (a) Termination Due to a Change in Control or Without Cause.\n                  \n                      (i) If Executive terminates Executive's employment under\n         this Agreement during the 180-day period following the date of the\n         occurrence of a \"Change in Control\" of Block, or if BFC terminates\n         Executive's employment under this Agreement for any reason other than\n         for \"cause,\" then, upon any such termination of Executive's employment,\n         (A) \n\n\n\n\n                                       3\n\n\n   4\n\n\n\n\n         BFC shall pay to Executive compensation at an annual rate equal to the\n         sum of (I) the annual rate of Base Salary in effect upon such\n         termination, and (II) the aggregate short-term incentive compensation\n         (under the H&amp;R Block Short-Term Incentive Plan and any discretionary\n         incentive program) paid by BFC to Executive for the last fiscal year\n         completed before the fiscal year in which the termination of employment\n         occurs (or, if such termination occurs prior to end of the fiscal year\n         in which the Employment Date occurs, the amount of actual aggregate\n         short-term incentive compensation to which Executive would have been\n         entitled (with any discretionary incentive compensation calculated at\n         target) had Executive remained employed through the last day of such\n         fiscal year), such compensation to be paid throughout the one-year\n         period following such termination at such periodic intervals as Base\n         Salary would have been made had Executive remained employed by BFC\n         hereunder; (B) any portion of any option to purchase shares of Block\n         common stock granted pursuant to Subsections 1.03(e) or 1.05 of this\n         Agreement and held by Executive at the time of such termination of\n         employment that is not yet vested in accordance with its terms shall\n         fully vest upon the date of such termination of employment, and shall\n         be exercisable to the extent so vested for a period of three months\n         after such date of termination of employment; (C) any Restricted Shares\n         granted pursuant to Subsection 1.03(f) of this Agreement and held by\n         Executive at the time of such termination of employment that are not\n         yet vested (meaning the Shares are still subject to restrictions) shall\n         fully vest upon the date of such termination of employment, and all\n         restrictions on any Restricted Shares so vested shall terminate; and\n         (D) HRB shall, during the one-year period following such termination,\n         continue Executive's health, basic life, and disability insurance\n         benefits (such health insurance benefits to be provided by BFC's\n         payment (whether directly or by reimbursement) of Executive's\n         premiums\/contributions due as a result of Executive selecting\n         continuation coverage (COBRA) under the plan providing such benefits)\n         but only to the extent Executive does not obtain similar benefits paid\n         for by a third party after such termination..\n\n                           (ii) For the purpose of this subsection, a \"Change of\n         Control\" shall mean:\n\n                                    (A) the acquisition, other than from Block,\n                  by any individual, entity or group (within the meaning of\n                  Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of\n                  1934, as amended (the \"Exchange Act\")), of beneficial\n                  ownership (within the meaning of Rule 13d-3 promulgated under\n                  the Exchange Act) of 35% or more of the then outstanding\n                  voting securities of Block entitled to vote generally in the\n                  election of directors, but excluding, for this purpose, any\n                  such acquisition by Block or any of its subsidiaries, or any\n                  employee benefit plan (or related trust) of Block or its\n                  subsidiaries, or any corporation with respect to which,\n                  following such acquisition, more than 50% of the then\n                  outstanding voting securities of such corporation entitled to\n                  vote generally in the election of directors is then\n                  beneficially owned, directly or indirectly, by all or\n                  substantially all of the individuals and entities who were the\n                  beneficial owners of the voting securities of Block\n                  immediately prior to such acquisition in substantially the\n                  same proportion as their ownership, \n\n\n\n\n                                       4\n\n\n   5\n\n\n\n                  immediately prior to such acquisition, of the then outstanding\n                  voting securities of Block entitled to vote generally in the\n                  election of directors, as the case may be; or\n\n                                    (B) individuals who, as of the date hereof,\n                  constitute the Board (as of the date hereof, the \"Incumbent\n                  Board\") cease for any reason to constitute at least a majority\n                  of the Board, provided that any individual or individuals\n                  becoming a director subsequent to the date hereof, whose\n                  election, or nomination for election by Block's shareholders,\n                  was approved by a vote of at least a majority of the Board (or\n                  nominating committee of the Board) shall be considered as\n                  though such individual were a member or members of the\n                  Incumbent Board, but excluding, for this purpose, any such\n                  individual whose initial assumption of office is in connection\n                  with an actual or threatened election contest relating to the\n                  election of the directors of Block (as such terms are used in\n                  Rule 14a-11 of Regulation 14A promulgated under the Exchange\n                  Act); or\n\n                                    (C) approval by the shareholders of Block of\n                  (I) a reorganization, merger or consolidation of Block, in\n                  each case, with respect to which all or substantially all of\n                  the individuals and entities who were the respective\n                  beneficial owners of the voting securities of Block\n                  immediately prior to such reorganization, merger or\n                  consolidation do not, following such reorganization, merger or\n                  consolidation, beneficially own, directly or indirectly, more\n                  than 50% of the then outstanding voting securities entitled to\n                  vote generally in the election of directors of the corporation\n                  resulting from such reorganization, merger or consolidation,\n                  (II) a complete liquidation or dissolution of Block, voluntary\n                  or involuntary, or (III) the sale or other disposition of all\n                  or substantially all of the assets of Block.\n\n                           (iii) For the purpose of this subsection, \"cause\"\n         shall mean any one or more of the following grounds:\n\n                                    (A) Executive's commission of an act\n                  materially and demonstrably detrimental to the good will of\n                  Block or any subsidiary of Block, which act constitutes gross\n                  negligence or willful misconduct by the Executive in the\n                  performance of his material duties to Block; or\n\n                                    (B) commission by Executive of any act of\n                  dishonesty or breach of trust resulting or intending to result\n                  in material personal gain or enrichment of Executive at the\n                  expense of Block or any subsidiary of Block; or\n\n                                    (C) Executive's conviction of a misdemeanor\n                  (involving an act of moral turpitude) or a felony; or\n\n                                    (D) for any reason (or no reason) at any\n                  time after the last day of Block's fiscal year during which\n                  Executive attains normal retirement age under \n\n\n                                       5\n\n\n   6\n\n\n                  Block's benefit plans; or\n\n                                    (E) Executive's death or total and permanent\n                  disability. The term \"total and permanent disability\" shall\n                  have the meaning ascribed thereto under any long-term\n                  disability plan maintained by BFC or Block for BFC executives.\n\n                  (b) Termination Due to Mutual Agreement. The parties may\nterminate Executive's employment under this Agreement at any time by mutual\nwritten agreement.\n\n                  (c) No Further Obligations. Upon termination of Executive's\nemployment under this Agreement, BFC shall have no further obligations under\nthis Agreement and no further payments of Base Salary or other compensation or\nbenefits shall be payable by BFC to Executive, except (i) as set forth in this\nSection 1.06, (ii) as required by the express terms of any written benefit plans\nor written arrangements maintained by BFC and applicable to Executive at the\ntime of such termination of Executive's employment, (iii) as may be required by\nlaw, or (iv) as may be mutually agreed upon between the parties in a negotiated\nEmployment Agreement Termination package.\n\n                                   ARTICLE TWO\n\n                                      LOAN\n\n                  BFC shall loan $250,000 to Executive on the Employment Date.\nSuch loan and its terms shall be evidenced by a promissory note in the form\nattached hereto as Exhibit A, to be signed by Executive on the Employment Date.\n\n                                  ARTICLE THREE\n\n                                 CONFIDENTIALITY\n\n                  3.01 - Background and Relationship of Parties. The parties\nacknowledge (for all purposes including, without limitation, Articles Three and\nFour of this Agreement) that Block and its subsidiaries have been and will be\nengaged in a continuous program of acquisition and development respecting their\nbusinesses, present and future, and that, in connection with Executive's\nemployment by BFC, Executive will be expected to have access to all information\nof value to BFC and Block and that Executive's employment creates a relationship\nof confidence and trust between Executive and Block with respect to any\ninformation applicable to the businesses of Block and its subsidiaries.\nExecutive will possess or have unfettered access to information that has been\ncreated, developed, or acquired by Block and its subsidiaries or otherwise\nbecome known to Block and its subsidiaries and which has commercial value in the\nbusinesses in which Block and its subsidiaries have been and will be engaged and\nhas not been publicly disclosed by Block. All information described above is\nhereinafter called \"Proprietary Information.\" By way of illustration, but not\nlimitation, Proprietary Information includes trade secrets, customer lists and\ninformation, employee lists and information, developments, systems, designs,\nknow-how, marketing plans, \n\n\n\n                                       6\n\n\n\n   7\n\n\nproduct information, business and financial information and plans, strategies,\nforecasts, new products and services, financial statements, budgets,\nprojections, prices, and acquisition and disposition plans. Proprietary\nInformation shall not include any portions of such information which are now or\nhereafter made public by third parties in a lawful manner or made public by\nparties hereto without violation of this Agreement.\n\n                  3.02 - Proprietary Information is Property of Block.\n\n                  (a) All Proprietary Information shall be the sole property of\nBlock (or the applicable subsidiary of Block) and its assigns, and Block (or the\napplicable subsidiary of Block) shall be the sole owner of all patents,\ncopyrights, trademarks, names, and other rights in connection therewith and\nwithout regard to whether Block (or any subsidiary of Block) is at any\nparticular time developing or marketing the same. Executive hereby assigns to\nBlock any rights Executive may have or may acquire in such Proprietary\nInformation. At all times, Executive will keep in strictest confidence and trust\nall Proprietary Information and Executive will not use or disclose any\nProprietary Information without the written consent of Block, except as may be\nnecessary in the ordinary course of performing duties as an employee of BFC or\nas may be required by law or the order of any court or governmental authority.\n\n                  (b) In the event of the termination of Executive's employment\nby BFC, Executive shall promptly deliver to BFC all copies of all documents,\nnotes, drawings, specifications, documentation, data, and other materials of any\nnature belonging to Block or any subsidiary of Block and obtained during the\ncourse of Executive's employment with BFC. In addition, upon such termination,\nExecutive will not remove from the premises of Block or any subsidiary of Block\nany of the foregoing or any reproduction of any of the foregoing or any\nProprietary Information that is embodied in a tangible medium of expression.\n\n                                  ARTICLE FOUR\n\n                    NON-HIRING; NO CONFLICTS; NONCOMPETITION\n\n                  4.01 - General. The parties hereto acknowledge that, during\nthe course of Executive's employment by BFC, Executive shall have access to\ninformation valuable to BFC and Block concerning the key employees of Block and\nits subsidiaries (\"Block Employees\") and, in addition to Executive's access to\nsuch information, Executive may, during (and in the course of) Executive's\nemployment by BFC, develop relationships with such Block Employees whereby\ninformation valuable to Block and its subsidiaries concerning the Block\nEmployees was acquired by Executive. Such information includes, without\nlimitation: the identity, skills, and performance levels of the Block Employees,\nas well as compensation and benefits paid by Block to such Block Employees.\n\n                  4.02 - Non-Hiring. During the period of Executive's employment\nhereunder and during the time Executive is receiving payments hereunder and for\na period of one year after the \n\n\n\n                                       7\n\n\n   8\n\n\n\nlater of termination by BFC or Executive of such employment or cessation of such\npayments, the Executive will not knowingly recruit, solicit, or hire any Block\nEmployee or otherwise induce any such Block Employee to leave the employment of\nBlock (or the applicable employer-subsidiary of Block) to become an employee of\nor otherwise be associated with any other party or with Executive or any company\nor business with which Executive is or may become associated.\n\n                  4.03 - No Conflicts. Executive represents in good faith that,\nto the best of his knowledge, the performance by Executive of all the terms of\nthis Agreement will not breach any agreement to which Executive is or was a\nparty and which requires Executive to keep any information in confidence or in\ntrust. Executive has not brought and will not bring with him to BFC or Block nor\nwill Executive use in the performance of employment responsibilities at BFC any\nproprietary materials or documents of a former employer that are not generally\navailable to the public, unless Executive has obtained express written\nauthorization from such former employer for their possession and use. Executive\nhas not and will not breach any obligation of confidentiality that Executive may\nhave to former employers and Executive shall fulfill all such obligations during\nhis employment with BFC.\n\n                  4.04 - Non-Competition.\n                  \n                  (a) During any period of Executive's employment with BFC,\nExecutive shall not engage in, or own or control any interest in (except as a\npassive investor in publicly held companies, holding less than one percent of\nits outstanding securities), or act as an officer, director, or employee of, or\nconsultant, advisor or lender to, any firm, corporation, institution, or\nbusiness which engages in any line of business which is competitive with any\nline of business of Block or any of its subsidiaries (or which Block or any\nsubsidiary is engaged in evaluating or developing).\n\n                  (b) During the one-year period immediately following the\ntermination of Executive's employment hereunder by BFC or Executive, Executive\nwill not own or control any interest in (except as a passive investor in\npublicly held companies, holding less than one percent of its outstanding equity\nsecurities) or act as an officer, director, or employee of, or consultant,\nadvisor, or lender to, any firm, corporation, institution, or business which\nengages in the income tax return preparation business at the time Executive's\nemployment terminates.\n\n                  (c) During the one-year period immediately following the\ntermination of Executive's employment hereunder by BFC or Executive, Executive\nwill not own or control any interest in (except as a passive investor in\npublicly held companies, holding less than one percent of its outstanding equity\nsecurities) or act as an officer, director, or employee of, or consultant,\nadvisor, or lender to, any firm, corporation, institution, or business which\nengages in any line of business which is competitive with any line of business\nincluded, as of the Employment Date, in the financial services segment of Block\n(for Block's financial reporting purposes); except, however, during the one-year\nperiod immediately following termination of Executive's employment hereunder by\nBFC without \"cause,\" Executive may, at Executive's option, own or control an\ninterest in (including as a passive investor in a publicly held company, holding\none percent or more \n\n\n\n\n                                       8\n\n\n   9\n\n\nof its outstanding equity securities), or act as an officer, director or\nemployee of, or consultant, advisor or lender to, any firm, corporation,\ninstitution or business which engages in any line of business which, at the time\nExecutive's employment terminates, is competitive with any line of business\nincluded in such financial services segment of Block (and which does not also\nengage in the income tax return preparation business) as of the Employment Date.\nAs of the effective date of any such ownership, control or act, HRB shall have\nno further obligation to continue to pay compensation pursuant to subsection\n1.06(a)(i)(A) of this Agreement and no further obligation to continue\nExecutive's health, basic life, and disability insurance benefits pursuant to\nsubsection 1.06(a)(i)(D) of this Agreement.\n\n                  4.05 - Reasonableness of Restrictions. Executive and BFC\nacknowledge that the restrictions contained in this Agreement are reasonable,\nbut should any provisions of any Article of this Agreement be determined to be\ninvalid, illegal, or otherwise unenforceable or unreasonable in scope by any\ncourt of competent jurisdiction, the validity, legality, and enforceability of\nthe other provisions of this Agreement shall not be affected thereby and the\nprovision found invalid, illegal, or otherwise unenforceable or unreasonable\nshall be considered by BFC and Executive to be amended as to scope of\nprotection, time, or geographic area (or any one of them, as the case may be) in\nwhatever manner is considered reasonable by that court and, as so amended, shall\nbe enforced.\n\n                                  ARTICLE FIVE\n\n                                  MISCELLANEOUS\n\n                  5.01 - Third-Party Beneficiary. The parties hereto agree that\nBlock is a third-party beneficiary as to the obligations imposed upon Executive\nunder this Agreement and as to the rights and privileges to which BFC is\nentitled pursuant to this Agreement, and that Block is entitled to all of the\nrights and privileges associated with such third-party-beneficiary status.\n\n                  5.02 - Entire Agreement. This Agreement constitutes the entire\nagreement and understanding between BFC and Executive concerning the subject\nmatter hereof. No modification, amendment, termination, or waiver of this\nAgreement shall be binding unless in writing and signed by Executive and a duly\nauthorized officer of BFC. Failure of BFC, Block or Executive to insist upon\nstrict compliance with any of the terms, covenants, or conditions hereof shall\nnot be deemed a waiver of such terms, covenants, and conditions.\n\n                  5.03 - Specific Performance by Executive. The parties\nacknowledge that money damages alone will not adequately compensate BFC or Block\nor Executive for breach of any of the covenants and agreements herein and,\ntherefore, in the event of the breach or threatened breach of any such covenant\nor agreement by either party, in addition to all other remedies available at\nlaw, in equity or otherwise, a wronged party shall be entitled to injunctive\nrelief compelling specific performance of (or other compliance with) the terms\nhereof.\n\n\n\n\n                                       9\n\n\n   10\n\n                  5.04 - Successors and Assigns. This Agreement shall be binding\nupon Executive and the heirs, executors, assigns and administrators of Executive\nor his estate and property and shall inure to the benefit of BFC, Block and\ntheir successors and assigns. Executive may not assign or transfer to others the\nobligation to perform Executive's duties hereunder.\n\n                  5.05 - Withholding Taxes. From any payments due hereunder to\nExecutive from BFC, there shall be withheld amounts reasonably believed by BFC\nto be sufficient to satisfy liabilities for federal, state, and local taxes and\nother charges and customary withholdings. Executive remains primarily liable to\nsuch authorities for such taxes and charges to the extent not actually paid by\nBFC. This Section 5.05 shall not affect BFC's obligation to \"gross up\" any\nrelocation benefits paid to Executive pursuant to Subsection 1.03(g)(ii).\n\n                  5.06 - Indemnification. To the fullest extent permitted by law\nand Block's Bylaws, BFC hereby indemnifies during and after the period of\nExecutive's employment hereunder the Executive from and against all loss, costs,\ndamages, and expenses including, without limitation, legal expenses of counsel\nselected by BFC to represent the interests of Executive (which expenses BFC\nwill, to the extent so permitted, advance to executive as the same are incurred)\narising out of or in connection with the fact that Executive is or was a\ndirector, officer, employee, or agent of BFC or Block or serving in such\ncapacity for another corporation at the request of BFC or Block. Notwithstanding\nthe foregoing, the indemnification provided in this Section 5.06 shall not apply\nto any loss, costs, damages, and expenses arising out of or relating in any way\nto any employment of Executive by any former employer or the termination of any\nsuch employment.\n\n                  5.07 - Notices. Notices hereunder shall be deemed delivered\nfive days following deposit thereof in the United States mails (postage prepaid)\naddressed to Executive at: [Address], with a copy to [Name and Address]; and to\nBFC at: 4400 Main Street, Kansas City, Missouri 64111; Attn: Mark A. Ernst, with\na copy to James H. Ingraham, Esq., H&amp;R Block, Inc., 4400 Main Street, Kansas\nCity, Missouri 64111; or to such other address and\/or person designated by\neither party in writing to the other party.\n\n                  5.08 - Counterparts. This Agreement may be signed in\ncounterparts and delivered by facsimile transmission confirmed promptly\nthereafter by actual delivery of executed counterparts.\n\n\n\n\n                                       10\n\n\n\n   11\n\n\n                  Executed as a sealed instrument under, and to be governed by,\nconstrued and enforced in accordance with, the laws of the State of Missouri.\n\n                                                       EXECUTIVE:\n\n\n\nDated:  2\/01\/00                                        \/s\/ David J. Kasper\n        ----------                                     ---------------------\n                                                       David J. Kasper\n\nAccepted and Agreed:\n\nBLOCK FINANCIAL CORPORATION,\na Missouri corporation\n\nBy:   \/s\/ Frank L. Salizzoni                                \n     ----------------------------------\n     Frank L. Salizzoni, President\n\nDated:  2\/3\/00      \n        ----------\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       11\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":[9539,9544],"class_list":["post-38989","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-h-r-block-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38989","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=38989"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38989"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38989"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38989"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}