\n 1999 $1,295,000
\n 2000 $1,372,700
\n 2001 $1,455,062
\n 2002 $1,542,366
\n 2003 $1,634,908
\n 2004 $1,733,002
\n<\/c><\/s><\/table>\n 6
\n 7<\/p>\n
If Old DMJK or New DMJK acquires accounting practice(s), firms or fees
\n which are consolidated with such office’s operations and financial
\n statements, the Profit Threshold shall be adjusted as is necessary so
\n that same reflects an internal rate of return on the additional capital
\n outlays for such acquisitions equal to fifteen percent (15%). The
\n calculation of such rate of return shall be the same method as was used
\n for the calculation of the above Profit Threshold(s). “Adjusted
\n Earnings Before Shareholder Compensation” means the consolidated net
\n income of New DMJK and Old DMJK determined in accordance with GAAP,
\n provided that such consolidated net income shall be before (i) income
\n taxes (ii) amortization of goodwill, (iii) Shareholder Compensation
\n (whether such compensation is Annual Aggregate Compensation, Regional
\n Bonus, Market Bonus, National Bonus or Local Incentive Bonus) and the
\n national director’s compensation. “Shareholder Compensation” means
\n compensation payable pursuant to subsections 4.1, 4.2 and 4.3 of this
\n Agreement.<\/p>\n
4.4(c) CALCULATION OF LOCAL INCENTIVE BONUS. Each Plan Year
\n during the Term, the Shareholder CPAs shall be entitled to a bonus, if
\n earned, equal in the aggregate to fifty percent of the Excess Profit.<\/p>\n
4.4(d) PAYMENT OF LOCAL INCENTIVE BONUS. Any Local Incentive
\n Bonus earned by the Shareholder CPAs shall be payable, if at all, on
\n the first June 15 which is at least one year following the conclusion
\n of the Plan Year for which the Local Incentive Bonus was earned;
\n provided, however, that the Local Incentive Bonus shall only be payable
\n on such June 15 if the aggregate Net Margin for all Plan Years ending
\n before such June 15 equal or exceed the sum of the Profit Thresholds
\n for such Plan Years.<\/p>\n
4.4(e) ALLOCATION OF LOCAL INCENTIVE BONUS. Any amounts
\n payable pursuant to this subsection 4.4 shall be allocated among the
\n Shareholder CPAs by the Compensation Committee, subject to approval by
\n Old DMJK, which approval shall not be unreasonably withheld. Employee
\n has no right to receive a portion of the Local Incentive Bonus, and
\n Employee will be allocated a portion of the Local Incentive Bonus only
\n if the Compensation Committee, subject to Old DMJK’s approval as
\n described in this subsection 4.4(e), so determines. Employee shall have
\n no claim against Old DMJK for any such allocation (or the failure to
\n allocate any such amount to Employee). Employee shall forfeit any
\n amount allocated to Employee in the event that Employee is not employed
\n by Old DMJK (other than due to retirement from practice, disability or
\n death) on the date of the payment of such allocated amount.<\/p>\n
4.5 DEFINITION OF EARNINGS. For purposes of subsections 4.2
\nand 4.3 above, except as otherwise set forth, the aggregate “Earnings” of HRB
\nBusiness Services accounting firm operations shall be net income as determined
\nfor the applicable market, region or nationality in accordance with GAAP;
\nprovided that such net income shall not include (a) Intercompany Interest; (b)
\nprovision for income taxes; or (c) indirect overhead costs not directly incurred
\nby Old DMJK or New DMJK. Goodwill shall be amortized over a fifteen (15) year
\nperiod and shall reduce net income for the purposes of computing Earnings under
\nsubsection 4.2, but shall not be deducted from net income for purposes of
\ncomputing Earnings under subsection 4.3.<\/p>\n
7<\/p>\n
8<\/p>\n
4.6 DEFINITION OF “LOCAL” OR “GROSS” REVENUES. As used
\nherein, the term “Local Revenues” or “Gross Revenues” shall mean the total gross
\nrevenues of Old DMJK from the provision of accounting and other services to
\nclients plus the total gross revenues of New DMJK from provision of accounting
\nand other services each as determined in accordance with GAAP (less intercompany
\nrevenues payable by Old DMJK or New DMJK to the other which would be eliminated
\nif Old DMJK and New DMJK were consolidated) and less returns, credits and
\nallowances).<\/p>\n
4.7 AUTOMOBILE ALLOWANCE. Employee shall receive on the first
\nday of each month during the Term hereof, an automobile allowance in the amount
\nset forth on Schedule 4.7 hereto.<\/p>\n
5. VACATION. The Employee shall be entitled to four (4) weeks
\nof paid vacation during each year of the Term hereunder in conformance with the
\nH&R Block, Inc. Company Paid Time Off Policy. Vacation shall be taken at times
\nmutually agreed upon by the Employee and Old DMJK.<\/p>\n
6. BENEFITS.<\/p>\n
6.1 BENEFITS. During the Term, the Employee shall be eligible
\nto participate in those pension, profit-sharing, stock option or similar plan(s)
\nor program(s) of Old DMJK, if any, established hereafter for the benefit of
\nemployees of Old DMJK, subject to all eligibility requirements applicable to
\nemployees covered thereby. The Employee shall be entitled to participate in any
\ngroup insurance, hospitalization, medical, health and accident, disability or
\nsimilar or non-similar plan or program of Old DMJK established hereafter for the
\nbenefit of employees of Old DMJK, subject to all eligibility requirements
\napplicable to employees covered thereby. Set forth on Schedule 6.1 to this
\nAgreement are the benefits which Old DMJK shall provide to Employee.<\/p>\n
6.2 PROFESSIONAL LIABILITY INSURANCE. During the Term, Old
\nDMJK shall maintain, at its expense, professional liability insurance of at
\nleast One Million Dollars ($1,000,000) per occurrence and One Million Dollars
\n($1,000,000) annual aggregate, covering Employee for Employee’s acts and
\nomissions in the performance of Employee’s duties hereunder. Old DMJK may
\nprovide all or any portion of the insurance required hereby under a program of
\nself-insurance.<\/p>\n
7. NON-COMPETITION.<\/p>\n
7.1 SCOPE. Until the later to occur of April 30, 2003 or that
\ndate which is (3) years after the expiration or termination of this Agreement,
\nfor any reason or for no reason, Employee shall not directly or indirectly:<\/p>\n
7.1(a) Own, have any interest in or be, serve or act as an
\n individual proprietor, employee, agent, stockholder, officer, employee,
\n consultant, director, joint-venturer, investor, lender, or in any other
\n capacity whatsoever (other than as the holder of not more than five
\n percent (5%) of the total outstanding stock of Old DMJK if Old DMJK
\n becomes a publicly-held entity) of or with, or assist in any way, any
\n corporation, employee, firm or business enterprise (other than New
\n DMJK) which does business<\/p>\n
8
\n 9<\/p>\n
anywhere in the United States and which is engaged or to Employee’s
\n knowledge after due inquiry intends to engage in the provision of
\n financial or accounting services or tax return preparation services of
\n a type which are provided by H&R Block, Inc. or any of its affiliates
\n (or which H&R Block, Inc. or any of its affiliates are planning to
\n offer, but as to planned activities only if Employee is or was engaged
\n in such planning) at the time of such expiration or termination.<\/p>\n
7.1(b) Solicit or induce, or attempt to solicit or induce,
\n any Employee or independent contractor of Old DMJK, their respective
\n parents or affiliates or any other person who shall otherwise be in the
\n service of Old DMJK, their respective parents or affiliates to
\n terminate his or her employment with or otherwise cease his or her
\n relationship with Old DMJK, their respective parents or affiliates; or<\/p>\n
7.1(c) Solicit, divert or take away, or attempt to solicit,
\n divert or take away, the business or patronage of any of the clients,
\n customers (whether any such customer has done business with Old DMJK
\n once or more than once), suppliers or accounts, or prospective clients,
\n customers, suppliers or accounts, of Old DMJK, their respective parents
\n or affiliates.<\/p>\n
Notwithstanding the foregoing, any Employee may own less than two percent (2%)
\nof the outstanding voting stock of a corporation coming within the restrictions
\nof this Section 7, the securities of which are listed on a national securities
\nexchange or are traded in the national over-the-counter market as quoted by the
\nNational Association of Securities Dealers to The Wall Street Journal, if the
\nEmployee does not participate in the management of, perform services for, or
\nhave any other beneficial interest in, such corporation.<\/p>\n
7.2 LIMITATIONS ON ENFORCEMENT. If any restriction set forth
\nin this Section 7 is found by any court of competent jurisdiction to be
\nunenforceable because it extends for too long a period of time, over too great a
\nrange of activities or in too broad a geographic area, it shall be interpreted
\nto extend only over the maximum period of time, range of activities or
\ngeographic area as to which such court shall consider enforceable.<\/p>\n
7.3 EXTENSION OF PERIOD OF NON-COMPETITION. If Employee
\nviolates any of the provisions of this Section 7 after the date hereof, the
\ncomputation of the time period provided in subsection 7.1 shall be extended for
\na period equal to the period of any such violation.<\/p>\n
8. CONFIDENTIALITY.<\/p>\n
8.1 CONFIDENTIAL INFORMATION. Employee agrees that Employee
\nshall not use, or disclose to any person, either during the Term or after the
\ntermination of this Agreement for any reason, any confidential or proprietary
\ninformation (herein collectively referred to as “Confidential Information”)
\nfurnished or provided by Old DMJK or HRB Business Services, its parents or
\naffiliates to Employee hereunder or otherwise, whether such information is
\nconveyed directly or on Old DMJK’s behalf, except for purposes consistent with
\nthe administration and performance of Employee’s obligations hereunder, or as
\nrequired by law, provided that written notice of any legally required disclosure
\nshall be given to Old DMJK promptly prior to any such<\/p>\n
9<\/p>\n
10<\/p>\n
disclosure and the Employee shall reasonably cooperate with Old DMJK to protect
\nthe confidentiality thereof pursuant to applicable law or regulation. For
\npurposes of this Agreement, the term “Confidential Information” includes
\n(without limitation) information in any format, including without limitation,
\nwritten, graphic or electromagnetic information and including but not limited
\nto, technical, financial and business information and models, designs,
\nmanufacturing and test processes, procedures, names of customers or suppliers,
\nplans, data, specifications or any other confidential and proprietary
\ninformation. The term “Confidential Information,” as used herein, does not
\ninclude information (a) which was already in the public domain, or (b) which was
\nin the rightful possession of Employee, at the time of its disclosure, or (c)
\nwhich is disclosed as a matter of right by a third party source after the
\nexecution of this Agreement provided such third party source is not bound by a
\nconfidentiality agreement with Old DMJK or (d) which passes into the public
\ndomain by acts other than the unauthorized acts of the Employee.<\/p>\n
8.2 USE OF CONFIDENTIAL INFORMATION. It is hereby agreed that
\nEmployee will not use the Confidential Information in any way detrimental to Old
\nDMJK or HRB Business Services, and that the Confidential Information will be
\nkept confidential by Employee; provided, however, that any disclosure of such
\nConfidential Information may be made to any party to which Old DMJK or HRB
\nBusiness Services consent in writing prior to such disclosure.<\/p>\n
8.3 PROTECTION OF CONFIDENTIAL INFORMATION. For the purpose
\nof complying with the confidentiality obligations set forth herein, the Employee
\nshall, at a minimum, use efforts commensurate with those that Employee uses for
\nprotecting the confidentiality of corresponding information of Employee.<\/p>\n
8.4 PRIOR CONFIDENTIAL INFORMATION. Any Confidential
\nInformation supplied to Employee by Old DMJK or HRB Business Services prior to
\nthe execution of this Agreement shall be considered in the same manner and be
\nsubject to the same treatment as the Confidential Information made available
\nafter the execution of this Agreement, and it is understood that this Agreement
\nis not intended to, and does not, obligate either Employee or Old DMJK to enter
\ninto any further agreements or to proceed with any possible relationship or
\nother transaction.<\/p>\n
9. TERMINATION. In addition to termination pursuant to the
\nprovisions of Section 2, the Employment of the Employee may be terminated (the
\n“Termination Date”) as follows:<\/p>\n
9.1 BY OLD DMJK FOR CAUSE. During the Term, effective upon
\nnotice of termination given to the Employee by Old DMJK if Old DMJK determines
\nthat “cause” for such termination exists. “Cause” shall be deemed to exist if
\nthe Employee:<\/p>\n
(a) engages in unethical or unprofessional conduct or
\n commits an act of dishonesty, including, but not limited to,
\n misappropriation of funds or any property of Old DMJK, its
\n parent or affiliates;<\/p>\n
(b) engages in activities or conduct injurious to the
\n reputation of Old DMJK, its parent or affiliates;<\/p>\n
10<\/p>\n
11<\/p>\n
(c) demonstrates gross insubordination in connection
\n with Employee’s services to Old DMJK under this Agreement;<\/p>\n
(d) commits a felony;<\/p>\n
(e) fails to maintain in good standing
\n (without any limitations or restrictions) Employee’s
\n certification and license as a CPA in all states where
\n Employee’s activities require such certification and license;<\/p>\n
(f) ceases to be a Shareholder CPA;<\/p>\n
(g) enters into an arrangement and\/or agreement or
\n becomes a member, shareholder, employee, officer or director of
\n any entity that provides services substantially similar to those
\n provided by New DMJK or Old DMJK in violation of Section 7 of
\n this Agreement;<\/p>\n
(h) otherwise breaches Section 7 or 8 hereof; or<\/p>\n
(i) violates any term or condition of this Agreement not
\n covered by items (a) – (h) above and does not cure such
\n violation within fifteen (15) days after notice of same by Old
\n DMJK;<\/p>\n
9.2 DEATH OR DISABILITY. In addition to termination for the
\nreasons otherwise set forth herein, this Agreement and Employee’s employment
\nshall also terminate upon the Employee’s death or “Disability.” “Disability”
\nmeans the inability of the Employee to perform Employee’s duties or services as
\nprovided in this Agreement because of mental, physical or other illness, disease
\nor injury, where such disability (a) shall have existed for an aggregate of
\ntwelve months in any 24-month period and Old DMJK shall have so notified the
\nEmployee thereof, or (b) has prevented Employee from performing substantially
\nall of his or her duties hereunder for a period of twelve (12) consecutive
\nmonths.<\/p>\n
9.3 BY OLD DMJK WITHOUT CAUSE. After the Initial Term, Old
\nDMJK may terminate this Agreement and Employee’s employment, without cause, upon
\nnot less than ninety (90) days prior written notice to the Employee as set forth
\nin Section 2 above.<\/p>\n
9.4 BY EMPLOYEE. During the Term, Employee may terminate this
\nAgreement for “cause” which shall mean breach of any material provision hereof
\nby Old DMJK if Old DMJK does not either commence cure thereof within 15 days
\nafter written notice from Employee, or, having commenced cure, does not
\nthereafter promptly and diligently prosecute cure to completion. In addition to
\ntermination for the reasons otherwise stated herein, this Agreement and
\nEmployee’s employment with Old DMJK may be terminated during the Initial Term by
\nEmployee on not less than 30 days prior written notice, without cause. After the
\nInitial Term, Employee may terminate this Agreement and Employee’s Employment
\nupon ninety (90) days prior written notice to Old DMJK as set forth in Section 2
\nherein, with or without cause.<\/p>\n
9.5 TERMINATION BY OLD DMJK. In addition to the termination
\nfor the reasons otherwise stated herein, this Agreement and Employee’s
\nemployment with Old<\/p>\n
11<\/p>\n
12<\/p>\n
DMJK shall be terminated automatically, without any action by Old DMJK, upon the
\neffective date of any termination of Employee’s employment by New DMJK, for
\nwhatever reason.<\/p>\n
9.6 TERMINATION OF MANAGEMENT SERVICES AGREEMENT. In addition
\nto the termination for the reasons otherwise stated herein, this Agreement and
\nEmployee’s employment with Old DMJK shall be terminated at Old DMJK’s option
\nupon termination of the Management Services Agreement. Such termination shall be
\neffective on the date of any termination of the Management Services Agreement.<\/p>\n
9.7 EFFECT OF TERMINATION. Upon any termination of the
\nEmployee’s employment and this Agreement, Old DMJK and the Employee shall have
\nno further obligations under this Agreement to the other except:<\/p>\n
(a) If the termination is pursuant to subsections 9.1,
\n 9.2 if Employee is suffering a Disability, or subsection 9.4 if
\n termination is without cause, Employee’s obligations under Section 7
\n shall continue for the period set forth therein, and the Employee’s
\n obligations under Section 8 shall continue in full force and effect
\n indefinitely;<\/p>\n
(b) If the termination is pursuant to subsection 9.3
\n without cause or subsection 9.4 with cause, Employee’s obligations
\n under subsection 7.1(a) shall cease on the Termination Date, but
\n Employee’s obligations under Section 8 and subsections 7.1(b) and
\n 7.1(c) shall continue in full force and effect indefinitely;<\/p>\n
(c) If the Management Services Agreement is terminated by
\n Old DMJK because HRB Business Services determines to cease providing
\n accounting services, and if Employee’s employment hereunder is
\n terminated as a result thereof, then Employee’s obligations under
\n subsection 7.1(a) shall cease on the Termination Date and Employee’s
\n obligations under Section 8 and subsections 7.1(b) and 7.1(c) shall
\n continue in full force and effect indefinitely;<\/p>\n
(d) If the Management Services Agreement is terminated by
\n Old DMJK because (1) New DMJK loses or has suspended any license or
\n certification to practice public accounting and\/or to hold itself out
\n as a firm engaged in public accounting; (2) New DMJK is dissolved or
\n liquidated or files a voluntary petition in bankruptcy or other action
\n is taken voluntarily or involuntarily under any statute for the
\n protection of creditors; or (3) New DMJK beaches a material provision
\n of the Management Services Agreement and fails either to commence a
\n cure of the breach within fifteen (15) days after the delivery of
\n notice of such breach by Old DMJK or having so commenced cure, fails
\n thereafter to prosecute cure promptly to completion within thirty (30)
\n days after receipt of such initial notices, and if Employee’s
\n employment hereunder is terminated as a result thereof, then Employee’s
\n obligations under Section 7 shall continue for the term set forth
\n therein, and Employee’s obligations under Section 8 shall continue
\n indefinitely.<\/p>\n
12<\/p>\n
13<\/p>\n
(e) If the Management Services Agreement is terminated by
\n New DMJK because Old DMJK breaches a material provision of the
\n Management Services Agreement and fails either to commence cure of the
\n breach within fifteen (15) days after the receipt of notice of such
\n breach by New DMJK, or having so commenced cure, fails thereafter to
\n prosecute cure promptly to completion within thirty (30) days after
\n receipt of such written notice, and if Employee’s employment hereunder
\n is terminated as a result thereof, then Employee’s obligations under
\n subsection 7.1(a) shall cease on the Termination Date, and Employee’s
\n obligations under Section 8 and subsections 7.1(b) and 7.1(c) shall
\n continue indefinitely.<\/p>\n
(f) In the event this Agreement is terminated after a change
\n in any applicable statutes, regulations or interpretations thereof, the
\n adoption of any new regulations or legislation (collectively, the
\n “Laws”), or an enforcement of Laws that would materially affect the
\n operation or compensation under the Management Services Agreement, or
\n which would make the Management Services Agreement unlawful, and the
\n parties fail to negotiate a new Management Services Agreement, and if
\n Employee’s employment hereunder is terminated as a result thereof,
\n Employee’s obligations shall continue under Section 7 as set forth
\n therein and Employee’s obligations under Section 8 shall continue
\n indefinitely. However, this Agreement shall remain in effect during any
\n negotiation period described in the preceding sentence.<\/p>\n
(g) Old DMJK’s obligation to pay Employee compensation shall
\n continue for any periods up and through the Termination Date worked by
\n the Employee for which Employee has not been paid; however, Employee
\n will be paid for any Market Bonus, Regional Bonus, or National Bonus
\n unless Employee is not employed by Old DMJK (other than due to
\n retirement from practice, disability or death) on the date that such
\n Market Bonus, Regional Bonus or National Bonus is paid.<\/p>\n
9.8 AVAILABILITY OF INJUNCTIVE RELIEF. In the event of a
\nbreach or threatened breach by Employee of any provision of Sections 7 or 8
\nhereof, Old DMJK shall be entitled to seek an injunction restraining such
\nbreach, but nothing herein shall be construed as prohibiting Old DMJK from
\npursuing any additional remedy available to Old DMJK for such breach or
\nthreatened breach.<\/p>\n
13<\/p>\n
14<\/p>\n
10. MISCELLANEOUS.<\/p>\n
10.1 ENTIRE AGREEMENT. This Agreement constitutes the entire
\nagreement and understanding among Old DMJK and the Employee concerning the
\nsubject matter hereof. No modification, amendment, termination or waiver of this
\nAgreement shall be binding unless in writing and signed by the Employee and a
\nduly authorized officer of Old DMJK. Failure of Old DMJK or the Employee to
\ninsist upon strict compliance with any of the terms, covenants or conditions
\nhereof shall not be deemed a waiver of such terms, covenants and conditions.<\/p>\n
10.2 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
\nupon the Employee and the heirs, executors and administrators of the Employee or
\nof his or her estate and property, and shall inure to the benefit of Old DMJK
\nand its successors and assigns. Being a contract for personal services, the
\nEmployee may not assign or transfer to others (a) the right to receive payments
\nhereunder or (b) the obligation to perform his duties and services hereunder.
\nOld DMJK may assign or transfer this Agreement (provided the Employee is given
\nnotice thereof) to any subsidiary, parent or affiliate of Old DMJK.<\/p>\n
10.3 TAXES. From any payments due hereunder to the Employee
\nfrom Old DMJK, there shall be withheld amounts reasonably believed by Old DMJK
\nto be sufficient to satisfy liabilities for federal, state and local income and
\nrelated taxes and other charges.<\/p>\n
10.4 NOTICES. Any notices required or permitted by this
\nAgreement must be in writing to be effective, and shall be deemed made or given,
\nif by mail, three days after depositing such notice in the United States mails,
\npostage prepaid, addressed to the parties, or by facsimile (if receipt is
\nconfirmed) as follows:<\/p>\n
If to the Employee:<\/p>\n
To: Terrence E. Putney
\n ________________________
\n ________________________<\/p>\n
If to Old DMJK:<\/p>\n
To: HRB Business Services, Inc.
\n 4400 Main Street
\n Kansas City, Missouri 64111
\n Attn: Bret G. Wilson<\/p>\n
with a copy to John R. Cox at the same address.<\/p>\n
or, if by delivery, when delivered personally to the Employee or to the
\nabove-named representative of Old DMJK, as the case may be. A copy of each
\nnotice forwarded by Employee to Old DMJK or by Old DMJK to Employee shall be
\nforwarded at the time of first mailing or delivery, to Old DMJK.<\/p>\n
14<\/p>\n
15<\/p>\n
10.5 RIGHT TO OFFSET. Subject to subsection 10.6, Old DMJK
\nshall have the right but not the obligation to offset any amounts due Old DMJK
\nby Shareholder CPAs or New DMJK against amounts that Old DMJK owes to the
\nShareholder CPAs or New DMJK under this Agreement, the Management Services
\nAgreement (but only with respect to amounts payable by New DMJK to any
\nShareholder CPA) or that certain Agreement for Purchase and Sale of Stock of
\nDonnelly Meiners Jordan Kline P.C or any agreement referred to therein. Offsets
\nfor damages incurred by Old DMJK resulting from a breach of Sections 7 or 8
\nherein shall be applied only against amounts due the breaching Shareholder CPAs.
\nOtherwise, all offsets involving amounts owed to the Shareholder CPAs shall be
\ntaken against amounts due all Shareholder CPAs.<\/p>\n
10.6 ARBITRATION. The parties hereto agree that any such
\ndispute relating to or in respect of this Agreement, its negotiation, execution,
\nperformance, subject matter, or any course of conduct or dealing or actions
\nunder or in respect of this agreement, shall be submitted to, and resolved
\nexclusively pursuant to arbitration in accordance with the commercial
\narbitration rules of the American Arbitration Association. Such arbitration
\nshall take place in Kansas City, Missouri, and decisions pursuant to such
\narbitration shall be final, conclusive and binding on the parties. Upon the
\nconclusion of arbitration, the parties may apply to any court of competent
\njurisdiction to enforce the decision pursuant to such arbitration. The
\narbitration proceeding shall be subject to the laws of the State of Missouri.
\nEach party will bear its own costs. The parties hereto hereby waive and shall
\nnot seek a jury trial in any lawsuit, proceeding, claim, counterclaim, defense
\nor other litigation or dispute under or in respect of this Agreement. The
\nparties will use their best efforts to complete any arbitration within ninety
\n(90) days from the date the arbitration is initiated by a party.<\/p>\n
10.7 HEADINGS. All headings in this Agreement are for
\nconvenience only and are not intended to affect the meaning of any provision
\nhereof.<\/p>\n
10.8 COUNTERPARTS. This Agreement may be executed in two or
\nmore counterparts with the same effect as if the signatures to all such
\ncounterparts were upon the same instrument, and all such counterparts shall
\nconstitute but one instrument.<\/p>\n
15<\/p>\n
16<\/p>\n
IN WITNESS WHEREOF, the Employee has executed this Agreement
\nand Old DMJK has caused this Agreement to be executed by its duly authorized
\nofficer as of the day and year first above written.<\/p>\n
DONNELLY MEINERS JORDAN KLINE,
\n INC.<\/p>\n
By: \/s\/ Bret G. Wilson
\n ————————————
\n Name: Bret G. Wilson
\n ————————————
\n Title: Vice President
\n ————————————<\/p>\n
\/s\/ Terrence E. Putney
\n ———————————————
\n Terrence E. Putney<\/p>\n
16<\/p>\n
17<\/p>\n
SCHEDULE 4.1<\/p>\n
SHAREHOLDER CPAS<\/p>\n
1. David E. Enenbach<\/p>\n
2. Daniel J. Haake<\/p>\n
3. Edwin C. Hoguland<\/p>\n
4. Terrence E. Putney<\/p>\n
5. Harry E. Jordan<\/p>\n
6. James R. Kline Jr.<\/p>\n
7. Gerard J. Meiners<\/p>\n
8. Robert A. Thomas, Jr.<\/p>\n
18<\/p>\n
SCHEDULE 4.1(a)<\/p>\n
ANNUAL AGGREGATE CONSIDERATION<\/p>\n
1. FISCAL YEAR ENDED APRIL 30, 1999. For the fiscal year ended April 30, 1999,
\nthe Shareholder CPAs shall receive Annual Aggregate Compensation equal to One
\nMillion Two Hundred Twenty-Seven Thousand Four Hundred Thirty-Two Dollars
\n($1,227,432). Such Aggregate Annual Compensation shall be prorated and only paid
\nfor the portion of the fiscal year ended April 30, 1999 in which this Agreement
\nis in effect.<\/p>\n
2. FISCAL YEAR ENDED APRIL 30, 2000. For the fiscal year ended April 30, 2000,
\nthe Shareholder CPAs shall receive Annual Aggregate Compensation equal to (i)
\nTwenty-Three and 49\/100 percent (23.49%) of Local Revenues for fiscal year (as
\ndefined below) of Old DMJK or (ii) One Million Two Hundred Ninety-Five Thousand
\nFive Hundred Fifty-Four Dollars ($1,295,554), whichever is less.<\/p>\n
3. FISCAL YEAR ENDED APRIL 30, 2001. For the fiscal year ended April 30, 2001,
\nthe Shareholder CPAs shall receive Annual Aggregate Compensation equal to the
\nlesser of (i) Twenty-Three and 49\/100 percent (23.49%) of Local Revenues for
\nsuch year, or (ii) One Million Three Hundred Sixty-Seven Thousand Eighty-One
\nDollars ($1,367,081).<\/p>\n
4. FISCAL YEAR ENDED APRIL 30, 2002. For the fiscal year ended April 30, 2002,
\nthe Shareholder CPAs shall receive Annual Aggregate Compensation equal to the
\nlesser of (i) Twenty-Three and 49\/100 (23.49%) of Local Revenues for such year
\nor (ii) One Million Four Hundred Forty-Two, One Hundred Eighty-Five Dollars
\n($1,442,185).<\/p>\n
5. FISCAL YEAR ENDED APRIL 30, 2003. For the fiscal year ended April 30, 2003,
\nthe Shareholder CPAs shall receive Annual Aggregate Compensation equal to the
\nlesser of (i) Twenty-Three and 49\/100 percent (23.49%) of Local Revenues for
\nsuch year or (ii) One Million Five Hundred Twenty-One and Forty-Four Dollars
\n($1,521,044).<\/p>\n
6. DEFINITION OF “LOCAL” OR “GROSS” REVENUES. As used herein, the term “Local
\nRevenues” or “Gross Revenues” shall mean the total gross revenues of Old DMJK
\nfrom the provision of accounting and other services to clients plus the total
\ngross revenues of New DMJK from provision of accounting and other services each
\nas determined in accordance with GAAP (less intercompany revenues payable by Old
\nDMJK or New DMJK to the other which would be eliminated if Old DMJK and New DMJK
\nwere consolidated) and less returns, credits and allowances).<\/p>\n
19<\/p>\n
SCHEDULE 4.1(b)<\/p>\n
COMPENSATION COMMITTEE FOR FISCAL YEAR ENDED APRIL 30, 1999<\/p>\n
David E. Enenbach<\/p>\n
Gerard J. Meiners<\/p>\n
James R. Kline, Jr.<\/p>\n
ALLOCATED AMOUNT FOR FISCAL YEAR ENDED APRIL 30, 1999<\/p>\n
\n
\n Enenbach, David E. 176,066<\/p>\n Haake, Daniel J. 120,731<\/p>\n
Hogueland, Edwin C. 120,731<\/p>\n
Jordan, Harry E. 181,097<\/p>\n
Kline, James R., Jr. 125,761<\/p>\n
Meiners, Gerard J. 186,127<\/p>\n
Putney, Terrence E. 191,157<\/p>\n
Thomas, Robert, Jr. 125,761
\n ———
\n 1,227,432
\n<\/c><\/s><\/table>\n
20<\/p>\n
SCHEDULE 4.7<\/p>\n
AUTOMOBILE ALLOWANCE<\/p>\n
$500 per month for each Shareholder CPA<\/p>\n
21<\/p>\n
SCHEDULE 6.1<\/p>\n
COMPENSATION PLANS AND BENEFITS<\/p>\n
DEFERRED COMPENSATION<\/p>\n
STOCK OPTIONS<\/p>\n
401(k) PLAN<\/p>\n
HEALTH INSURANCE<\/p>\n
CONTINUING PROFESSIONAL EDUCATION<\/p>\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-39073","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\/39073","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=39073"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39073"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39073"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39073"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}