{"id":39211,"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-h-amp-r-block-financial-advisors-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-h-amp-r-block-financial-advisors-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-h-amp-r-block-financial-advisors-inc-and.html","title":{"rendered":"Employment Agreement &#8211; H&#038;R Block Financial Advisors Inc. and Brian L. Nygaard"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n                  THIS EMPLOYMENT AGREEMENT (\"Agreement\") is entered into as of\nNovember 5, 2001, by and between H&amp;R Block Financial Advisors, Inc., a Michigan\ncorporation (the \"Company\"), and Brian L. Nygaard (\"Executive\").\n\n                                   ARTICLE ONE\n\n                                   EMPLOYMENT\n\n                  1.01 - Agreement as to Employment. Effective November 5, 2001\nor an earlier date as agreed upon by both parties (the \"Employment Date\"), the\nCompany hereby employs Executive to serve in the capacity set forth in Section\n1.02, and Executive hereby accepts such employment by the Company, subject to\nthe terms of this Agreement. The Company reserves the right, in its sole\ndiscretion, to change the title of Executive at any time.\n\n                  1.02 - Duties.\n\n                  (a) Executive is employed by the Company to serve as its\nPresident and Chief Executive Officer, subject to the authority and direction of\nthe Board of Directors of the Company and the Chief Executive Officer of H&amp;R\nBlock, Inc. (\"Block\"). Subject to the foregoing, Executive will have such\nauthority and responsibility and duties as are normally associated with the\nposition of President. The Company reserves the right to modify, delete, add, or\notherwise change Executive's job responsibilities, in its sole discretion, at\nany time. Executive will perform such other duties as are assigned to Executive\nfrom time to time.\n\n                  (b) So long as Executive is employed under this Agreement,\nExecutive agrees to devote Executive's full business time and efforts\nexclusively on behalf of the Company and to competently and diligently discharge\nExecutive's duties hereunder. Executive will not be prohibited from engaging in\nsuch personal, charitable, or other nonemployment activities that do not\ninterfere with Executive's full-time employment hereunder and that do not\nviolate the other provisions of this Agreement or the H&amp;R Block, Inc. Code of\nBusiness Ethics &amp; Conduct, which Executive acknowledges having read and\nunderstood. Executive will comply fully with all reasonable policies of the\nCompany as are from time to time in effect and applicable to Executive's\nposition. Executive understands that the business of Block, the Company, and\/or\nany other direct or indirect subsidiary of Block (each such other subsidiary an\n\"Affiliate\") may be subject to governmental regulation, some of which may\nrequire Executive to submit to background investigation as a condition of Block,\nthe Company, and\/or Affiliates' participation in certain activities subject to\nsuch regulation. If Executive, Block, the Company, or Affiliates are unable to\nparticipate, in whole or in part, in any such activity as the result of any\naction or inaction on the part of Executive, then this Agreement and Executive's\nemployment hereunder may be terminated by the Company without notice.\n\n\n                                       1\n\n\n                  1.03 - Compensation.\n\n                  (a) Base Salary. The Company will pay to Executive a gross\nsalary at an annual rate of $350,000 (\"Base Salary\"), payable semimonthly or at\nany other pay periods as the Company may use for its other executive employees.\nThe Base Salary will be reviewed for adjustment no less often than annually\nduring the term of Executive's employment hereunder and, if adjusted, such\nadjusted amount will become the \"Base Salary\" for purposes of this Agreement.\n\n                  (b) Short-Term Incentive Compensation. As approved by the\nCompensation Committee of the Board of Block, Executive shall participate in the\nH&amp;R Block Short-Term Incentive Plan and the discretionary short-term incentive\nprogram. Under such Plan and program, Executive shall have an aggregate target\nbonus for calendar year 2001 of $192,500 and an opportunity to earn 200% of such\ntarget bonus. The payment of the actual award under such Plan and program shall\nbe based upon such performance criteria which shall be determined by the\nCompensation Committee of Block. Under such Plan and program, for calendar year\n2001 only, Executive's actual incentive compensation shall be prorated based\nupon the number of months during such year that he is actually employed by the\nCompany but shall be no less than $300,000 (after such proration), provided that\nExecutive must remain employed through December 31, 2001 to receive any payments\nunder the Plan and program. Such incentive compensation shall be paid to\nExecutive following the completion of calendar year 2001 when the same is paid\nto other senior executives of the Company. If Executive voluntarily terminates\nhis employment with the Company prior to the expiration of 12 months after the\nEmployment Date, other than for \"good reason\" (as defined in Section\n1.07(a)(ii)) or following a \"Change of Control\" (as defined in Section\n1.07(a)(iii) or if the Company terminates Executive with \"cause\" (as defined in\nSection 1.07(a)(iv), Executive shall reimburse the Company 50% of Executive's\nactual incentive compensation paid on account of calendar year 2001 (which in no\ncase will be less than $150,000) on or before the 30th day after the effective\ndate of such termination. In addition, Executive shall be eligible to earn\nadditional incentive compensation in an amount from 0% to 25% of annual base\nsalary based upon the assessment of the Compensation Committee of the Board of\nDirectors of Block or the Board of Directors of Block itself of the performance\nof Block and its subsidiaries during calendar year 2002 with respect to\nlong-term strategic objectives. Such additional incentive compensation, if any,\nshall be paid to Executive following the completion of calendar year 2002 when\nthe same is paid to other senior executives of the Company.\n\n                  (c) Stock Options. As authorized under the H&amp;R Block 1993\nLong-Term Executive Compensation Plan, as amended (the \"1993 Plan\"), Executive\nshall be granted (i) on the Employment Date a stock option under the 1993 Plan\nto purchase 40,000 shares of Block's common stock at an option price per share\nequal to its closing price on the New York Stock Exchange on the date of grant,\nsuch option to expire on the tenth anniversary of the date of grant; to vest and\nbecome exercisable as to one-third (13,333) of the shares covered thereby on the\nsecond anniversary of the date of grant, as to an additional one-third (13,333)\nof such shares on the third anniversary of the date of grant, and as to the\nremaining one-third (13,334) of the shares on the fourth anniversary of the date\nof grant; to be an incentive stock option for the maximum \n\n\n                                       2\n\n\nnumber of shares permitted by Internal Revenue Code Section 422 and the\nregulations promulgated thereunder; to otherwise be a nonqualified stock option;\nand (ii) a stock option to purchase a minimum of 50,000 shares of Block's common\nstock at an option price per share equal to its closing price on the New York\nStock Exchange on the date in fiscal year 2003 on which options are granted\nunder the 1993 Plan to all or substantially all other senior executive officers\nof Block and its subsidiaries, such stock option to have terms and conditions\nconsistent with the terms and conditions of options granted to such other senior\nexecutive officers except as provided in Section 1.07(a).\n\n                  (d) Restricted Stock. As approved by the Compensation\nCommittee of the Board of Block and the Board of Block itself, Executive shall\nbe awarded promptly after the Employment Date, 14,500 Restricted Shares of\nBlock's common stock under the 1993 Plan. One-third of the 14,500 shares shall\nvest (i.e., the restrictions on such shares shall terminate), respectively, on\neach of the first three anniversaries following such employment commencement\ndate (in increments of 4,833, 4,833 and 4834 whole shares). Prior to the time\nsuch Restricted Shares are so vested, (i) such Restricted Shares shall be\nnontransferable, and (ii) Executive shall be entitled to receive any cash\ndividends payable with respect to unvested Restricted Shares and vote such\nunvested Restricted Shares at any meeting of shareholders of Block.\n\n                  1.04 - Relocation Benefits.\n\n                  (a) The Company will reimburse Executive for reasonable\npacking, shipping, transportation costs and other expenses incurred by Executive\nin relocating Executive, Executive's family and personal property to the Greater\nKansas City Area, in accordance with the H&amp;R Block Executive Relocation Program.\n\n                  (b) To the extent that Executive incurs taxable income related\nto any relocation benefits paid pursuant to this Agreement, the Company will pay\nto Executive such additional amount as is necessary to \"gross up\" such benefits\nand cover the anticipated income tax liability resulting from such taxable\nincome.\n\n                  1.05 - Business Expenses. The Company will promptly pay\ndirectly, or reimburse Executive for, all business expenses, to the extent such\nexpenses are paid or incurred by Executive during the term hereof in accordance\nwith the Company's policy in effect from time to time and to the extent such\nexpenses are reasonable and necessary to the conduct by Executive of the\nCompany's business.\n\n                  1.06 - Fringe Benefits. During the term of Executive's\nemployment hereunder, and subject to the discretionary authority given to the\napplicable benefit plan administrators, the Company will make available to\nExecutive such insurance, sick leave, deferred compensation, short-term\nincentive compensation, bonuses, stock options, retirement, vacation, and other\nlike benefits as are approved and provided from time to time to the other\nexecutive-level employees of the Company or Affiliates.\n\n\n                                       3\n\n\n                  1.07 - Termination of Employment.\n\n                  (a) Termination for Good Reason, Due to a Change of Control or\nWithout Cause.\n\n                           (i) If Executive terminates Executive's employment\n         under this Agreement for \"good reason\" (as defined in subsection\n         1.07(a)(ii), below), or during the 180-day period following the date of\n         the occurrence of a \"Change of Control\" (as defined in subsection\n         1.07(a)(iii), below) of Block, or if the Company terminates Executive's\n         employment under this Agreement for any reason other than for \"cause\"\n         (as defined in subsection 1.07(a)(iv), below) then, upon any such\n         termination of Executive's employment and conditioned on Executive's\n         execution of an agreement with the Company under which Executive\n         releases all known and potential claims against Block, the Company, and\n         Affiliates, the Company will provide Executive with Executive's\n         election (the \"Change of Control Election\") of the same level of\n         severance compensation and benefits as would be provided under the H&amp;R\n         Block Severance Plan (the \"Severance Plan\") as the Severance Plan\n         exists either (A) on the date of this Agreement or (B) on Executive's\n         last day of active employment by the Company or any Affiliate (the\n         \"Last Day of Employment\"), as if Executive had incurred a \"Qualifying\n         Termination\" (as such term is defined in the Severance Plan); provided,\n         however, that if Executive terminates Executive's employment under this\n         Agreement during the 180-day period following the date of the\n         occurrence of a \"Change of Control\" of Block, (1) the \"Severance\n         Period\" (as such term is defined in the Severance Plan) will be 24\n         months, notwithstanding any provision in the Severance Plan to the\n         contrary, (2) Executive will be credited with 24 \"Years of Service\" (as\n         such term is defined in the Severance Plan) for the purpose of\n         determining severance compensation under Section 4(a)(i) of the\n         Severance Plan as it exists on the date of this Agreement or the\n         comparable section of the Severance Plan as it exists on Executive's\n         Last Day of Employment, notwithstanding any provision in the Severance\n         Plan to the contrary, (3) Executive will receive an amount equal to\n         Executive's most recent payment under the H&amp;R Block Short-Term\n         Incentive Plan and the discretionary short-term incentive program\n         (except in the case of a \"Change of Control\" that occurs in calendar\n         year 2002, in which case Executive will receive $192,500) in lieu of\n         any amount calculated under Section 4(a)(ii) of the Severance Plan as\n         it exists on the date of this Agreement or the comparable section of\n         the Severance Plan as it exists on Executive's Last Day of Employment\n         to be paid out over the Severance Period, and (4) any nonvested portion\n         of stock options or nonvested Restricted Shares awarded pursuant to\n         Sections 1.03(c)(i) and 1.03(d) of this Agreement shall immediately\n         vest on Executive's Last Day of Employment notwithstanding any\n         provision in the Severance Plan to the contrary. In the event Executive\n         terminates Executive's employment under this Agreement during the\n         180-day period following the date of the occurrence of a \"Change of\n         Control\" of Block, all restrictions on any Restricted Shares awarded to\n         Executive, other than the Restricted Shares awarded pursuant to Section\n         1.03(d) of this Agreement, that would have vested in accordance with\n         their terms by reason of lapse of time within 18 months after the\n         effective date of the termination of employment (absent such\n         termination of employment) shall terminate (and such Restricted Shares\n         shall be fully vested) and any Restricted Shares \n\n\n                                       4\n\n\n         that would not have vested in accordance with their terms by reason of\n         lapse of time within 18 months after the effective date of termination\n         of employment shall be forfeited. In the event of the termination of\n         employment by Executive for good reason, or the termination of\n         employment by the Company for any reason other than for \"cause,\" all\n         restrictions on any Restricted Shares awarded to Executive, including\n         the Restricted Shares awarded pursuant to Section 1.03(d) of this\n         Agreement, that would have vested in accordance with their terms by\n         reason of lapse of time within 18 months after the effective date of\n         the termination of employment (absent such termination of employment)\n         shall terminate (and such Restricted Shares shall be fully vested) and\n         any Restricted Shares that would not have vested in accordance with\n         their terms by reason of lapse of time within 18 months after the\n         effective date of termination of employment shall be forfeited. The\n         Severance Plan as it exists on the date of this Agreement is attached\n         hereto as Exhibit A. Executive must notify the Company in writing\n         within 5 business days after Executive's Last Day of Employment of\n         Executive's Change of Control Election. Severance compensation and\n         benefits provided under this Section 1.07(c) will terminate immediately\n         if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or\n         becomes reemployed with the Company or an Affiliate.\n\n                           (ii) For the purpose of this subsection, \"good\n         reason\" shall mean:\n\n                                    (A) Any material diminution in Executive's\n                  duties, responsibilities, or authority as set forth in this\n                  Agreement unless such diminution is a result of or due to the\n                  revocation or suspension without reinstatement within 180 days\n                  after such revocation or suspension of any license required by\n                  law, regulation, or rule governing broker\/dealers or\n                  investment advisors to be held by the President and\/or Chief\n                  Executive Officer of the Company; or\n\n                                    (B) Any other material breach of this\n                  Agreement by the Company which is not remedied by the Company\n                  within a reasonable period of time not to exceed 30 days after\n                  the Company's receipt of written notice of the breach from\n                  Executive.\n\n                  To the extent that this Agreement or any agreement referred to\n                  herein imposes an obligation on Block or otherwise requires\n                  that Block take (or refrain from taking) any action, any\n                  material breach of such obligation or requirement by Block\n                  shall be treated as a material breach of this Agreement by the\n                  Company.\n\n                           (iii) For the purpose of this subsection, a \"Change\n         of Control\" means:\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 \n\n\n                                       5\n\n\n                  the election of directors, but excluding, for this purpose,\n                  any such acquisition by Block or any of its subsidiaries, or\n                  any 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, immediately prior to such\n                  acquisition, of the then outstanding voting securities of\n                  Block entitled to vote generally in the election of directors,\n                  as the case may be; or\n\n                                    (B) individuals who, as of the date hereof,\n                  constitute the Board of Directors of Block (generally, the\n                  \"Board,\" and as of the date hereof, the \"Incumbent Board\")\n                  cease for any reason to constitute at least a majority of the\n                  Board, provided that any individual or individuals becoming a\n                  director subsequent to the date hereof, whose election, or\n                  nomination for election by Block's shareholders, was approved\n                  by a vote of at least a majority of the Board (or nominating\n                  committee of the Board) will be considered as though such\n                  individual were a member or members of the Incumbent Board,\n                  but excluding, for this purpose, any such individual whose\n                  initial assumption of office is in connection with an actual\n                  or threatened election contest relating to the election of the\n                  directors of Block (as such terms are used in Rule 14a-11 of\n                  Regulation 14A promulgated under the Exchange Act); or\n\n                                    (C) the completion of a reorganization,\n                  merger or consolidation approved by the shareholders of Block,\n                  in each case, with respect to which all or substantially all\n                  of 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                  or a complete liquidation or dissolution of Block, as approved\n                  by the shareholders of Block, or the sale or other disposition\n                  of all or substantially all of the assets of Block, as\n                  approved by the shareholders of Block.\n\n                           (iv) For the purpose of this subsection, \"cause\"\n         shall mean any one or more of the following grounds:\n\n                                    (A) Executive's gross misconduct that\n                  interferes with or prejudices the proper conduct of the\n                  business of Block, the Company or any Affiliate or which may\n                  reasonably result in material harm to the reputation of Block,\n                  the Company and\/or any Affiliate; or\n\n\n                                       6\n\n\n                                    (B) 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 Executive in the\n                  performance of Executive's material duties to Block or such\n                  subsidiary; or\n\n                                    (C) 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                                    (D) Executive's violation of Article Two or \n                  Three of this Agreement; or\n\n                                    (E) Executive's conviction of a misdemeanor \n                  (involving an act of moral turpitude) or a felony; or\n\n                                    (F) Executive's disobedience, \n                  insubordination or material failure to discharge Executive's \n                  duties; or\n\n                                    (G) The revocation or suspension of any\n                  license required by law, regulation, or rule governing\n                  broker\/dealers or investment advisors to be held by the\n                  President and\/or Chief Executive Officer of the Company\n                  without reinstatement by the end of 180 days after such\n                  revocation or suspension; or\n\n                                    (H) Executive's suspension by the Internal \n                  Revenue Service from participation in the Electronic Filing \n                  Program; or\n\n                                    (I) The inability of Executive, Block, the\n                  Company, and\/or an Affiliate to participate, in whole or in\n                  part, in any activity subject to governmental regulation as\n                  the result of any action or inaction on the part of Executive,\n                  as described in Section 1.02(b); or\n\n                                    (J) Executive's death or total and permanent\n                  disability. The term \"total and permanent disability\" will\n                  have the meaning ascribed thereto under any long-term\n                  disability plan maintained by the Company or Block for\n                  executives of the Company.\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) Further Obligations. Upon termination of Executive's\nemployment under this Agreement, neither the Company, Block, nor any Affiliate\nwill have any further obligations under this Agreement and no further payments\nof Base Salary or other compensation or benefits will be \n\n\n                                       7\n\n\npayable by the Company, Block, or any Affiliate to Executive, except (i) as set\nforth in this Section 1.07, (ii) as required by the express terms of any written\nbenefit plans or written arrangements maintained by the Company or Block and\napplicable to Executive at the time of such termination of Executive's\nemployment, or (iii) as may be required by law. Any termination of this\nAgreement, however, will not be effective as to Sections 3.02, 3.03 and 3.05, or\nany other portions or provisions of this Agreement which, by their express\nterms, require performance by either party following termination of this\nAgreement.\n\n                                   ARTICLE TWO\n\n                                 CONFIDENTIALITY\n\n                  2.01 - Background and Relationship of Parties. The parties\nhereto acknowledge (for all purposes including, without limitation, Articles Two\nand Three of this Agreement) that Block and its subsidiaries have been and will\nbe engaged in a continuous program of acquisition and development respecting\ntheir businesses, present and future, and that, in connection with Executive's\nemployment by the Company, Executive will be expected to have access to all\ninformation of value to the Company and Block and that Executive's employment\ncreates a relationship of confidence and trust between Executive and Block with\nrespect to any information applicable to the businesses of Block and its\nsubsidiaries. Executive will possess or have unfettered access to information\nthat has been created, developed, or acquired by Block and its subsidiaries or\notherwise become known to Block and its subsidiaries and which has commercial\nvalue in the businesses in which Block and its subsidiaries have been and will\nbe engaged and has not been publicly disclosed by Block. All information\ndescribed above is hereinafter called \"Proprietary Information.\" By way of\nillustration, but not limitation, Proprietary Information includes trade\nsecrets, customer lists and information, employee lists and information,\ndevelopments, systems, designs, software, databases, know-how, marketing plans,\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 does 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                  2.02 - Proprietary Information is Property of Block.\n\n                  (a) All Proprietary Information is the sole property of Block\n(or the applicable subsidiary of Block) and its assigns, and Block (or the\napplicable subsidiary of Block) is the sole owner of all patents, copyrights,\ntrademarks, names, and other rights in connection therewith and without regard\nto whether Block (or any subsidiary of Block) is at any particular time\ndeveloping or marketing the same. Executive hereby assigns to Block any rights\nExecutive may have or may acquire in such Proprietary Information. At all times\nduring and after Executive's employment with the Company or any Affiliate,\nExecutive will keep in strictest confidence and trust all Proprietary\nInformation and Executive will not use or disclose any Proprietary Information\nwithout the written consent of Block, except as may be necessary in the ordinary\ncourse of performing \n\n\n                                       8\n\n\nduties as an employee of the Company or as may be required by law or the order\nof any court or governmental authority.\n\n                  (b) In the event of any termination of Executive's employment\nhereunder, Executive will promptly deliver to the Company all copies of all\ndocuments, notes, drawings, specifications, documentation, data, and other\nmaterials of any nature belonging to Block or any subsidiary of Block and\nobtained during the course of Executive's employment with the Company. In\naddition, upon such termination, Executive will not remove from the premises of\nBlock or any subsidiary of Block any of the foregoing or any reproduction of any\nof the foregoing or any Proprietary Information that is embodied in a tangible\nmedium of expression.\n\n                                  ARTICLE THREE\n\n           NON-HIRING; NON-SOLICITATION; NO CONFLICTS; NON-COMPETITION\n\n                  3.01 - General. The parties hereto acknowledge that, during\nthe course of Executive's employment by the Company, Executive will have access\nto information valuable to the Company and Block concerning the employees of\nBlock and its subsidiaries (\"Block Employees\") and, in addition to Executive's\naccess to such information, Executive may, during (and in the course of)\nExecutive's employment by the Company, develop relationships with such Block\nEmployees whereby information valuable to Block and its subsidiaries concerning\nthe Block Employees was acquired by Executive. Such information includes,\nwithout limitation: the identity, skills, and performance levels of the Block\nEmployees, as well as compensation and benefits paid by Block to such Block\nEmployees.\n\n                  3.02 - Non-Hiring. During the period of Executive's employment\nhereunder and during the time Executive is receiving payments hereunder, and for\na period of two (2) years after the later of Executive's Last Day of Employment\nor cessation of such payments, Executive may not directly or indirectly recruit,\nsolicit, or hire any Block Employee or otherwise induce any such Block Employee\nto leave the employment of Block (or the applicable employer-subsidiary of\nBlock) to become an employee of or otherwise be associated with any other party\nor with Executive or any company or business with which Executive is or may\nbecome associated. The running of the 2-year period will be suspended during any\nperiod of violation and\/or any period of time required to enforce this covenant\nby litigation or threat of litigation.\n\n                  3.03 - Non-Solicitation. During the period of Executive's\nemployment hereunder and during the time Executive is receiving payments\nhereunder, and for two (2) years after the later of Executive's Last Day of\nEmployment or cessation of such payments, Executive may not directly or\nindirectly solicit or enter into any arrangement with any person or entity which\nis, at the time of the solicitation, a significant customer of the Company or an\nAffiliate for the purpose of engaging in any business transaction of the nature\nperformed by the Company or such Affiliate, or contemplated to be performed by\nthe Company or such Affiliate, for such customer, provided that this Section\n3.03 will only apply to customers for whom Executive personally provided\nservices \n\n\n                                       9\n\n\nwhile employed by the Company or an Affiliate or customers about whom or which\nExecutive acquired material information while employed by the Company or an\nAffiliate. The running of the 2-year period will be suspended during any period\nof violation and\/or any period of time required to enforce this covenant by\nlitigation or threat of litigation.\n\n                  3.04 - No Conflicts. Executive represents in good faith that,\nto the best of Executive's knowledge, the performance by Executive of all the\nterms of this Agreement will not breach any agreement to which Executive is or\nwas a party and which requires Executive to keep any information in confidence\nor in trust. Executive has not brought and will not bring to the Company or\nBlock nor will Executive use in the performance of employment responsibilities\nat the Company any proprietary materials or documents of a former employer that\nare not generally available to the public, unless Executive has obtained express\nwritten authorization from such former employer for their possession and use.\nExecutive has not and will not breach any obligation of confidentiality that\nExecutive may have to former employers and Executive will fulfill all such\nobligations during Executive's employment with the Company.\n\n                  3.05 - Non-Competition.\n\n                  (a) During the period of Executive's employment hereunder,\nExecutive shall not engage in, or own or control any interest in (except as a\npassive investor in less than one percent of the outstanding securities of\npublicly held companies), or act as an officer, director or employee of, or\nconsultant, advisor or lender to, any firm, corporation, partnership, limited\nliability company, institution, business, government agency, or entity that\nengages in any line of business that is competitive with any Line of Business of\nBlock (as defined below). \"Line of Business of Block\" means any line of business\n(including lines of business under evaluation or development) of the Company, as\nwell as any one or more lines of business (including lines of business under\nevaluation or development) of any Affiliate by which Executive was employed\nduring the two-year period preceding the Last Day of Employment, provided that,\n\"Line of Business of Block\" will in all events include, but not be limited to,\nthe income tax return preparation business, and provided further that if\nExecutive's employment was, as of the Last Day of Employment or during the\n2-year period immediately prior to the Last Day of Employment, with HRB\nManagement, Inc. or any successor entity thereto, \"Line of Business of Block\"\nmeans any line of business (including lines of business under evaluation or\ndevelopment) of Block and all of its subsidiaries. The running of the 2-year\nperiod will be suspended during any period of violation and\/or any period of\ntime required to enforce this covenant by litigation or threat of litigation.\n\n                  (b) During the two (2) years after the later of Executive's\nLast Day of Employment or the cessation of Executive's receipt of any payments\npursuant to this Agreement, Executive shall not engage in, or own or control any\ninterest in (except as a passive investor in less than one percent of the\noutstanding securities of publicly held companies), or act as an officer,\ndirector or employee of, or consultant, advisor or lender to, (i) any firm,\ncorporation, partnership, limited liability company, institution, business,\ngovernment agency, or entity that at the time of the \n\n\n                                       10\n\n\ninitiation of such engagement, ownership, control, or action by Executive,\nengages in, or has developed a plan to engage in a business whose core strategy\nis to integrate the provision of tax and\/or accounting products or services with\nthe provision of investment products or services to its clients, or (ii) any\nsubsidiary, division or segment of a firm, corporation, partnership, limited\nliability company, institution, business, government agency, or entity that at\nthe time of the initiation of such engagement, ownership, control, or action by\nExecutive, engages in, or has developed a plan to engage in a business that\nintegrates the provision of tax and\/or accounting products or services with the\nprovision of investment products or services to its clients. The running of the\n2-year period will be suspended during any period of violation and\/or any period\nof time required to enforce this covenant by litigation or threat of litigation.\n\n                  (c) If this Agreement is assigned by the Company to an\nAffiliate at any time in accordance with Section 4.04, then, during the two (2)\nyears after the later of Executive's Last Day of Employment or the cessation of\nExecutive's receipt of any payments pursuant to this Agreement, Executive shall\nnot engage in any conduct proscribed in subsection 3.05(a) of this Agreement.\nThe running of the 2-year period will be suspended during any period of\nviolation and\/or any period of time required to enforce this covenant by\nlitigation or threat of litigation.\n\n                  (d) No provision in this Section 3.05 shall apply to Executive\nif Executive's primary place of employment by the Company or an Affiliate as of\nthe Last Day of Employment is in either the State of California or the State of\nNorth Dakota.\n\n                  3.06 - Reasonableness of Restrictions. Executive and the\nCompany acknowledge that the restrictions contained in this Agreement are\nreasonable, but should any provisions of any Article of this Agreement be\ndetermined to be invalid, illegal, or otherwise unenforceable or unreasonable in\nscope by any court of competent jurisdiction, the validity, legality, and\nenforceability of the other provisions of this Agreement will not be affected\nthereby and the provision found invalid, illegal, or otherwise unenforceable or\nunreasonable will be considered by the Company and Executive to be amended as to\nscope of protection, time, or geographic area (or any one of them, as the case\nmay be) in whatever manner is considered reasonable by that court and, as so\namended, will be enforced.\n\n                                  ARTICLE FOUR\n\n                                  MISCELLANEOUS\n\n                  4.01 - 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 the Company 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                  4.02 - Entire Agreement. This Agreement constitutes the entire\nagreement and understanding between the Company and Executive concerning the\nsubject matter hereof. No \n\n\n                                       11\n\n\nmodification, amendment, termination, or waiver of this Agreement will be\nbinding unless in writing and signed by Executive and a duly authorized officer\nof the Company. Failure of the Company, Block, or Executive to insist upon\nstrict compliance with any of the terms, covenants, or conditions hereof will\nnot be deemed a waiver of such terms, covenants, and conditions.\n\n                  4.03 - Specific Performance by Executive. The parties hereto\nacknowledge that money damages alone will not adequately compensate the Company\nor Block or Executive for breach of any of the covenants and agreements herein\nand, therefore, in the event of the breach or threatened breach of any such\ncovenant or agreement by either party, in addition to all other remedies\navailable at law, in equity or otherwise, a wronged party will be entitled to\ninjunctive relief compelling specific performance of (or other compliance with)\nthe terms hereof.\n\n                  4.04 - Successors and Assigns. This Agreement is binding upon\nExecutive and the heirs, executors, assigns and administrators of Executive or\nExecutive's estate and property and will inure to the benefit of the Company,\nBlock and their successors and assigns. Executive may not assign or transfer to\nothers the obligation to perform Executive's duties hereunder. The Company may\nassign this Agreement to an Affiliate with the consent of Executive, in which\ncase, after such assignment, the \"Company\" means the Affiliate to which this\nAgreement has been assigned.\n\n                  4.05 - Withholding Taxes. From any payments due hereunder to\nExecutive from the Company, there will be withheld amounts reasonably believed\nby the Company to be sufficient to satisfy liabilities for federal, state, and\nlocal taxes and other charges and customary withholdings. Executive remains\nprimarily liable to such authorities for such taxes and charges to the extent\nnot actually paid by the Company. This Section 4.05 does not affect the\nCompany's obligation to \"gross up\" any relocation benefits paid to Executive\npursuant to Subsection 1.04(b).\n\n                  4.06 - Indemnification. To the fullest extent permitted by law\nand Block's Bylaws, the Company hereby indemnifies during and after the period\nof Executive's employment hereunder Executive from and against all loss, costs,\ndamages, and expenses including, without limitation, legal expenses of counsel\nselected by the Company to represent the interests of Executive (which expenses\nthe Company will, to the extent so permitted, advance to executive as the same\nare incurred) arising out of or in connection with the fact that Executive is or\nwas a director, officer, employee, or agent of the Company or Block or serving\nin such capacity for another corporation at the request of the Company or Block.\nNotwithstanding the foregoing, the indemnification provided in this Section 4.06\nwill not apply to any loss, costs, damages, and expenses arising out of or\nrelating in any way to any employment of Executive by any former employer or the\ntermination of any such employment.\n\n                  4.07 - Right to Offset. To the extent not prohibited by\napplicable law and in addition to any other remedy, the Company has the right\nbut not the obligation to offset any amount that Executive owes the Company\nunder this Agreement against any amounts due Executive by Block, the Company, or\nAffiliates.\n\n\n                                       12\n\n\n                  4.08 - Waiver of Jury Trial. Both parties to this Agreement,\nand Block, as a third-party beneficiary pursuant to Section 4.01 of this\nAgreement, waive any and all right to any trial by jury in any action or\nproceeding directly or indirectly related to this Agreement and Executive's\nemployment hereunder.\n\n                  4.09 - Notices. All notices required or desired to be given\nhereunder must be in writing and will be deemed served and delivered if\ndelivered in person or mailed, postage prepaid to Executive at: 2274 Edgemere\nLake Circle, Marietta, Georgia, 30062; and to the Company at: 751 Griswold,\nDetroit, Michigan 48226, Attn: Secretary, with a copy to H&amp;R Block, Inc., 4400\nMain Street, Kansas City, Missouri 64111, Attn: President; or to such other\naddress and\/or person designated by either party in writing to the other party.\nAny notice given by mail will be deemed given as of the date it is so mailed and\npostmarked or received by a nationally recognized overnight courier for\ndelivery.\n\n                  4.10 - Counterparts. This Agreement may be signed in\ncounterparts and delivered by facsimile transmission confirmed promptly\nthereafter by actual delivery of executed counterparts.\n\n                  4.11 - Binding Effect. This Agreement is effective only when\nexecuted by an officer of the Company and approved in writing by the President\nand Chief Executive Officer of Block.\n\n\n                                       13\n\n\n         Executed as a sealed instrument under, and to be governed by, construed\nand enforced in accordance with, the laws of the State of Missouri.\n\n                                              EXECUTIVE:\n\n\n\nDated: 11-05-01                               \/s\/ Brian L. Nygaard\n       --------------------                   ----------------------------------\n                                              Brian L. Nygaard\n\n\nACCEPTED AND AGREED:\n\nH&amp;R Block Financial Advisors, Inc.\na Michigan corporation\n\nBy: \/s\/ Bernard M. Wilson                   \n    -------------------------------------\n\nName: Bernard M. Wilson                     \n      -----------------------------------\n\nTitle: SVP                                           \n       ----------------------------------\n\nDated: 11\/30\/01           \n       -------------------\n\n\n\nAPPROVED:\n\nH&amp;R Block, Inc.\na Missouri corporation\n\nBy: \/s\/ Mark A. Ernst                                \n    -------------------------------------\n    Mark A. Ernst\n    President and Chief Executive Officer\n\nDated: 20 Nov 01           \n       --------------------\n\n\n\n                                       14\n\n\n                            H&amp;R BLOCK SEVERANCE PLAN\n                         (AS AMENDED SEPTEMBER 19, 2001)\n\n\n1. PURPOSE. The H&amp;R Block Severance Plan is a welfare benefit plan established\nby HRB Management, Inc., an indirect subsidiary of H&amp;R Block, Inc., for the\nbenefit of certain subsidiaries of H&amp;R Block, Inc. in order to provide severance\ncompensation and benefits to certain employees of such subsidiaries whose\nemployment is involuntarily terminated under the conditions set forth herein.\nThis document constitutes both the plan document and the summary plan\ndescription required by the Employee Retirement Income Security Act of 1974.\n\n2. DEFINITIONS.\n\n         (a) \"Company\" means H&amp;R Block, Inc.\n\n         (b) \"Employee\" means a regular full-time or part-time, active employee\n         of a Participating Employer whose employment with a Participating\n         Employer is not subject to an employment contract that contains a\n         provision that includes severance benefits. This definition expressly\n         excludes seasonal, temporary and inactive employees of a Participating\n         Employer and employees who are customarily employed by a Participating\n         Employer less than 20 hours per week.\n\n         (c) \"ERISA\" means the Employee Retirement Income Security Act of 1974,\n         as amended.\n\n         (d) \"Hour of Service\" means each hour for which an individual was\n         entitled to compensation as a regular full-time or part-time employee\n         from a subsidiary of the Company.\n\n         (e) \"Line of Business of the Company\" with respect to a Participant\n         means any line of business of the Participating Employer by which the\n         Participant was employed as of the Termination Date, as well as any one\n         or more lines of business of any other subsidiary of the Company by\n         which the Participant was employed during the two-year period preceding\n         the Termination Date, provided that, if Participant's employment was,\n         as of the Termination Date or during the two-year period immediately\n         prior to the Termination Date, with HRB Management, Inc. or any\n         successor entity thereto, \"Line of Business of the Company\" shall mean\n         any lines of business of the Company and all of its subsidiaries.\n\n         (f) \"Participant\" means an Employee who has incurred a Qualifying\n         Termination and has signed a Release that has not been revoked during\n         any revocation period provided under the Release.\n\n\n                                      A-2\n\n\n         (g) \"Participating Employer\" means a direct or indirect subsidiary of\n         the Company (i) listed on Schedule A, attached hereto, which may change\n         from time to time to reflect new Participating Employers or withdrawing\n         Participating Employers, and (ii) approved by the Plan Sponsor for\n         participation in the Plan.\n\n         (h) \"Plan\" means the \"H&amp;R Block Severance Plan,\" as stated herein, and\n         as may be amended from time to time.\n\n         (i) \"Plan Administrator\" and \"Plan Sponsor\" means HRB Management, Inc.\n         The address and telephone number of HRB Management, Inc. is 4400 Main\n         Street, Kansas City, Missouri 64111, (816) 753-6900. The Employer\n         Identification Number assigned to HRB Management, Inc. by the Internal\n         Revenue Service is 43-1632589.\n\n         (j) \"Qualifying Termination\" means the involuntary termination of an\n         Employee, but does not include a termination resulting from:\n\n                  (i) the termination of an Employee as a result of the\n                  elimination of the Employee's position where the Employee was\n                  offered another position with a subsidiary of the Company at a\n                  comparable salary and benefit level, or where the termination\n                  results from a sale of assets or other corporate acquisition;\n\n                  (ii) the redefinition of an Employee's position to a lower\n                  salary rate;\n\n                  (iii) the termination of an Employee for cause; or\n\n                  (iv) the non-renewal of employment contracts.\n\n         (k) \"Release\" means that agreement signed by and between an Employee\n         who is eligible to participate in the Plan and the Employee's\n         Participating Employer under which the Employee releases all known and\n         potential claims against the Employee's Participating Employer and all\n         of such employer's parents, subsidiaries, and affiliates.\n\n         (l) \"Release Date\" means, with respect to a Release that includes a\n         revocation period, the date immediately following the expiration date\n         of the revocation period in the Release that has been fully executed by\n         both parties. \"Release Date\" means, with respect to a Release that does\n         not include a revocation period, the date the Release has been fully\n         executed by both parties.\n\n         (m) \"Severance Period\" means the period of time during which a\n         Participant may receive benefits under this Plan. The Severance Period\n         with respect to a Participant begins on the Termination Date. A\n         Participant's \n\n\n                                      A-3\n\n\n         Severance Period will be the shorter of (i) 12 months or (ii) a number\n         of months equal to the whole number of Years of Service determined\n         under Section 2(p), unless earlier terminated in accordance with\n         Section 8 of the Plan.\n\n         (n) \"Termination Date\" means the date the Employee severs employment\n         with a Participating Employer.\n\n         (o) \"Monthly Salary\" means -\n\n                  (i) with respect to an Employee paid on a salary basis, the\n                  Employee's current annual salary divided by 12; and\n\n                  (ii) with respect to an Employee paid on an hourly basis, the\n                  Employee's current hourly rate times the number of hours he or\n                  she is regularly scheduled to work per week multiplied by 52\n                  and then divided by 12.\n\n         (p) \"Year of Service\" means each period of 12 consecutive months ending\n         on the Employee's employment anniversary date during which the Employee\n         had at least 1,000 Hours of Service. In determining a Participant's\n         Years of Service, the Participant will be credited with a partial Year\n         of Service for his or her final period of employment commencing on his\n         or her most recent employment anniversary date equal to a fraction\n         calculated in accordance with the following formula:\n\n          Number of days since most recent employment anniversary date\n          ------------------------------------------------------------\n                                       365\n\n         Despite an Employee's Years of Service calculated in accordance with\n         the above, an Employee whose pay grade at his or her Participating\n         Employer fits in the following categories at the time of the Qualifying\n         Termination will be credited with no less than the specified Minimum\n         Years of Service and no more than the specified Maximum Years of\n         Service listed in the following table as applicable to such pay grade:\n\n\n                                      A-4\n\n\n<\/pre>\n<table>\n<caption>\n                         MINIMUM YEARS        MAXIMUM YEARS<br \/>\n    PAY GRADE             OF SERVICE           OF SERVICE<br \/>\n    &#8212;&#8212;&#8212;            &#8212;&#8212;&#8212;&#8212;-        &#8212;&#8212;&#8212;&#8212;-<br \/>\n<s>                      <c>                  <c><br \/>\n81-89 and 231-235             6                   18<\/p>\n<p> 65-80, 109-110,              3                   18<br \/>\n   and 218-230<\/p>\n<p> 57-64, 105-108,              1                   18<br \/>\n   and 210-217<\/p>\n<p> 48-56, 100-102,              1                   18<br \/>\n   and 200-209<br \/>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n<p>         Notwithstanding the above, if an Employee has received credit for Years<br \/>\n         of Service under this Plan or under any previous plan, program, or<br \/>\n         agreement for the purpose of receiving severance benefits before a<br \/>\n         Qualifying Termination, such Years of Service will be disregarded when<br \/>\n         calculating Years of Service for such Qualifying Termination under the<br \/>\n         Plan; provided, however, that if such severance benefits were<br \/>\n         terminated prior to completion because the Employee was rehired by any<br \/>\n         subsidiary of the Company then the Employee will be re-credited with<br \/>\n         full Years of Service for which severance benefits were not paid in<br \/>\n         full or in part because of such termination.<\/p>\n<p>3. ELIGIBILITY AND PARTICIPATION. All Employees who incur a Qualifying<br \/>\nTermination and sign a Release are eligible to participate in the Plan. An<br \/>\neligible Employee will become a Participant in the Plan as of the Termination<br \/>\nDate.<\/p>\n<p>4. SEVERANCE COMPENSATION.<\/p>\n<p>         (a) Amount. Subject to Section 8, each Participant will receive during<br \/>\n         the Severance Period from the applicable Participating Employer<br \/>\n         aggregate severance compensation equal to:<\/p>\n<p>                  (i) the Participant&#8217;s Monthly Salary multiplied by the<br \/>\n                  Participant&#8217;s Years of Service; plus<\/p>\n<p>                  (ii) one-twelfth of the Participant&#8217;s target payout under the<br \/>\n                  Short-Term Incentive Program of the Participating Employer in<br \/>\n                  effect at the time of his or her Termination Date multiplied<br \/>\n                  by the Participant&#8217;s Years of Service; plus<\/p>\n<p>                  (iii) an amount to be determined by the Participating Employer<br \/>\n                  at its sole discretion, which amount may be zero.<\/p>\n<p>         (b) Timing of Payments. Except as stated in Section 4(c), and subject<br \/>\n         to Section 8,<\/p>\n<p>                  (i) the sum of any amounts determined under Sections 4(a)(i)<br \/>\n                  and 4(a)(ii) of the Plan will be paid in semi-monthly or<br \/>\n                  bi-weekly installments (the timing and amount of each<br \/>\n                  installment as <\/p>\n<p>                                      A-5<\/p>\n<p>                  determined by the Participating Employer) during the Severance<br \/>\n                  Period beginning after the later of the Termination Date or<br \/>\n                  the Release Date; and<\/p>\n<p>                  (ii) any amounts determined under Section 4(a)(iii) of the<br \/>\n                  Plan will be paid in one lump sum within 15 days after the<br \/>\n                  later of the Termination Date or the Release Date, unless<br \/>\n                  otherwise agreed in writing by the Participating Employer and<br \/>\n                  Participant or otherwise required by law.<\/p>\n<p>         (c) Death. In the event of the Participant&#8217;s death prior to receiving<br \/>\n         all payments due under this Section 4, any unpaid severance<br \/>\n         compensation will be paid (i) in the same manner as are death benefits<br \/>\n         under the Participant&#8217;s basic life insurance coverage provided by the<br \/>\n         Participant&#8217;s Participating Employer, and (ii) in accordance with the<br \/>\n         Participant&#8217;s beneficiary designation under such coverage. If no such<br \/>\n         coverage exists, or if no beneficiary designation exists under such<br \/>\n         coverage as of the date of death of the Participant, the severance<br \/>\n         compensation will be paid to the Participant&#8217;s estate in one-lump sum.<\/p>\n<p>5. HEALTH AND WELFARE BENEFITS.<\/p>\n<p>         (a) Benefits. In addition to the severance compensation provided<br \/>\n         pursuant to Section 4 of the Plan, a Participant may continue to<br \/>\n         participate in the following health and welfare benefits provided by<br \/>\n         his or her Participating Employer during the Severance Period on the<br \/>\n         same basis as employees of the Participating Employer:<\/p>\n<p>                  (i)   medical;<\/p>\n<p>                  (ii)  dental;<\/p>\n<p>                  (iii) vision;<\/p>\n<p>                  (iv)  employee assistance;<\/p>\n<p>                  (v)   medical expense reimbursement and dependent care expense<br \/>\n                  reimbursement benefits provided under a cafeteria plan;<\/p>\n<p>                  (vi)  life insurance (basic and supplemental); and<\/p>\n<p>                  (vii) accidental death and dismemberment insurance (basic and<br \/>\n                  supplemental).<\/p>\n<p>         For the purposes of any of the above-described benefits provided under<br \/>\n         a Participating Employer&#8217;s cafeteria plan, a Qualifying Termination<br \/>\n         constitutes <\/p>\n<p>                                      A-6<\/p>\n<p>         a &#8220;change in status&#8221; or &#8220;life event.&#8221;<\/p>\n<p>         (b) Payment and Expiration. Payment of the Participant&#8217;s portion of<br \/>\n         contribution or premiums for such selected benefits will be withheld<br \/>\n         from any severance compensation payments paid to the Participant under<br \/>\n         this Plan. The Participating Employer&#8217;s partial subsidization of such<br \/>\n         coverages will remain in effect until the earlier of:<\/p>\n<p>                  (i) the expiration or earlier termination of the Employee&#8217;s<br \/>\n                  Severance Period, after which time the Participant may be<br \/>\n                  eligible to elect to continue coverage of those benefits<br \/>\n                  listed above that are provided under group health plans in<br \/>\n                  accordance with his or her rights under Section 4980B of the<br \/>\n                  Internal Revenue Code; or<\/p>\n<p>                  (ii) the Participant&#8217;s attainment of or eligibility to attain<br \/>\n                  health and welfare benefits through another employer after<br \/>\n                  which time the Participant may be eligible to elect to<br \/>\n                  continue coverage of those benefits listed above that are<br \/>\n                  provided under group health plans in accordance with his or<br \/>\n                  her rights under Section 4980B of the Internal Revenue Code.<\/p>\n<p>6. STOCK OPTIONS.<\/p>\n<p>         (a) Accelerated Vesting. Any portion of any outstanding incentive stock<br \/>\n         options and nonqualified stock options that would have vested during<br \/>\n         the 18-month period following the Termination Date had the Participant<br \/>\n         remained an employee with the Participating Employer during such<br \/>\n         18-month period will vest as of the Termination Date. This Section 6(a)<br \/>\n         applies only to options (i) granted to the Participant under the<br \/>\n         Company&#8217;s 1993 Long-Term Executive Compensation Plan, or any successor<br \/>\n         plan to its 1993 Long-Term Executive Compensation Plan, not less than 6<br \/>\n         months prior to his or her Termination Date and (ii) outstanding at the<br \/>\n         close of business on such Termination Date. The determination of<br \/>\n         accelerated vesting under this Section 6(a) shall be made as of the<br \/>\n         Termination Date and shall be based solely on any time-specific vesting<br \/>\n         schedule included in the applicable stock option agreement without<br \/>\n         regard to any accelerated vesting provision not related to the Plan in<br \/>\n         such agreement.<\/p>\n<p>         (b) Post-Termination Exercise Period. Subject to the expiration dates<br \/>\n         and other terms of the applicable stock option agreements, the<br \/>\n         Participant may elect to have the right to exercise any outstanding<br \/>\n         incentive stock options and nonqualified stock options granted prior to<br \/>\n         the Termination Date to the Participant under the Company&#8217;s 1984<br \/>\n         Long-Term Executive Compensation Plan, its 1993 Long-Term Executive<br \/>\n         Compensation Plan, or any successor plan to its 1993 Long-Term<br \/>\n         Executive Compensation Plan that are vested as of the Termination Date<br \/>\n         (or, if later, the Release Date), whether due to the <\/p>\n<p>                                      A-7<\/p>\n<p>         operation of Section 6(a), above, or otherwise, at any time during the<br \/>\n         Severance Period and, except in the event that the Severance Period<br \/>\n         terminates pursuant to Section 8(a), for a period up to 3 months after<br \/>\n         the end of the Severance Period (notwithstanding Section 8). Any such<br \/>\n         election shall apply to all outstanding incentive stock options and<br \/>\n         nonqualified stock options, will be irrevocable and must be made in<br \/>\n         writing and delivered to the Plan Administrator on or before the later<br \/>\n         of the Termination Date or Release Date. If the Participant fails to<br \/>\n         make an election, the Participant&#8217;s right to exercise such options will<br \/>\n         expire 3 months after the Termination Date.<\/p>\n<p>         (c) Stock Option Agreement Amendment. The operation of Sections 6(a)<br \/>\n         and 6(b), above, are subject to the Participant&#8217;s execution of an<br \/>\n         amendment to any affected stock option agreements.<\/p>\n<p>7. OUTPLACEMENT SERVICES. In addition to the benefits described above, career<br \/>\ntransition counseling or outplacement services may be provided upon the<br \/>\nParticipant&#8217;s Qualifying Termination. Such outplacement service will be provided<br \/>\nat the Participating Employer&#8217;s sole discretion. Outplacement services are<br \/>\ndesigned to assist employees in their search for new employment and to<br \/>\nfacilitate a smooth transition between employment with the Participating<br \/>\nEmployer and employment with another employer. Any outplacement services<br \/>\nprovided under this Plan will be provided by an outplacement service chosen by<br \/>\nthe Participating Employer. The Participant is not entitled to any monetary<br \/>\npayment in lieu of outplacement services.<\/p>\n<p>8. TERMINATION OF BENEFITS. Any right of a Participant to severance compensation<br \/>\nand benefits under the Plan, and all obligations of his or her Participating<br \/>\nEmployer to pay any unpaid severance compensation or provide benefits under the<br \/>\nPlan will terminate as of the day:<\/p>\n<p>         (a) The Participant has engaged in any conduct described in Sections<br \/>\n         8(a)(i), 8(a)(ii), 8(a)(iii) or 8(a)(iv), below, as the same may be<br \/>\n         limited pursuant to Section 8(a)(vi).<\/p>\n<p>                  (i) During the Severance Period, the Participant&#8217;s engagement<br \/>\n                  in, ownership of, or control of any interest in (except as a<br \/>\n                  passive investor in less than one percent of the outstanding<br \/>\n                  securities of publicly held companies), or acting as an<br \/>\n                  officer, director or employee of, or consultant, advisor or<br \/>\n                  lender to, any firm, corporation, partnership, limited<br \/>\n                  liability company, institution, business, government agency,<br \/>\n                  or entity that engages in any line of business that is<br \/>\n                  competitive with any Line of Business of the Company, provided<br \/>\n                  that this Section 8(a)(i) shall not apply to the Participant<br \/>\n                  if the Participant&#8217;s primary place of employment by a<br \/>\n                  subsidiary of the Company as of the Termination Date is in<br \/>\n                  either the State of California or the State of North Dakota.<\/p>\n<p>                                      A-8<\/p>\n<p>                  (ii) During the Severance Period, the Participant employs or<br \/>\n                  solicits for employment by any employer other than a<br \/>\n                  subsidiary of the Company any employee of any subsidiary of<br \/>\n                  the Company, or recommends any such employee for employment to<br \/>\n                  any employer (other than a subsidiary of the Company) at which<br \/>\n                  the Participant is or intends to be (A) employed, (B) a member<br \/>\n                  of the Board of Directors, (C) a partner, or (D) providing<br \/>\n                  consulting services.<\/p>\n<p>                  (iii) During the Severance Period, the Participant directly or<br \/>\n                  indirectly solicits or enters into any arrangement with any<br \/>\n                  person or entity which is, at the time of the solicitation, a<br \/>\n                  significant customer of a subsidiary of the Company for the<br \/>\n                  purpose of engaging in any business transaction of the nature<br \/>\n                  performed by such subsidiary, or contemplated to be performed<br \/>\n                  by such subsidiary, for such customer, provided that this<br \/>\n                  Section 8(a)(iii) shall only apply to customers for whom the<br \/>\n                  Participant personally provided services while employed by a<br \/>\n                  subsidiary of the Company or customers about whom or which the<br \/>\n                  Participant acquired material information while employed by a<br \/>\n                  subsidiary of the Company.<\/p>\n<p>                  (iv) During the Severance Period, the Participant<br \/>\n                  misappropriates or improperly uses or discloses confidential<br \/>\n                  information of the Company and\/or its subsidiaries.<\/p>\n<p>                  (v) If the Participant engaged in any of the conduct described<br \/>\n                  in Sections 8(a)(i), 8(a)(ii), 8(a)(iii) or 8(a)(iv) during or<br \/>\n                  after Participant&#8217;s term of employment with a Participating<br \/>\n                  Employer, but prior to the commencement of the Severance<br \/>\n                  Period, and such engagement becomes known to the Participating<br \/>\n                  Employer during the Severance Period, such conduct shall be<br \/>\n                  deemed, for purposes of Sections 8(a)(i), 8(a)(ii), 8(a)(iii)<br \/>\n                  or 8(a)(iv) to have occurred during the Severance Period.<\/p>\n<p>                  (vi) If the Participant is a party to an employment contract<br \/>\n                  with a Participating Employer that contains a covenant or<br \/>\n                  covenants relating to the Participant&#8217;s engagement in conduct<br \/>\n                  that is the same as or substantially similar to the conduct<br \/>\n                  described in any of Sections 8(a)(i), 8(a)(ii), 8(a)(iii) or<br \/>\n                  8(a)(iv), and any specific conduct regulated in such covenant<br \/>\n                  or covenants in such employment contract is more limited in<br \/>\n                  scope geographically or otherwise than the corresponding<br \/>\n                  specific conduct described in any of such Sections 8(a)(i),<br \/>\n                  8(a)(ii), 8(a)(iii) or 8(a)(iv), then the corresponding<br \/>\n                  specific conduct addressed in the applicable Section 8(a)(i),<br \/>\n                  8(a)(ii), 8(a)(iii) or 8(a)(iv) shall be limited to the same<br \/>\n                  extent as such conduct is limited in the employment contract<br \/>\n                  and the Participating Employer&#8217;s rights and remedy with<br \/>\n                  respect to such conduct under this Section 8 shall apply only<br \/>\n                  to such conduct as so limited.<\/p>\n<p>                                      A-9<\/p>\n<p>         (b) The Participant is rehired by his or her Participating Employer or<br \/>\n         hired by any other subsidiary of the Company in any position other than<br \/>\n         a position classified as seasonal by such employer.<\/p>\n<p>9. AMENDMENT AND TERMINATION. The Plan Sponsor reserves the right to amend the<br \/>\nPlan or to terminate the Plan and all benefits hereunder in their entirety at<br \/>\nany time.<\/p>\n<p>10. ADMINISTRATION OF PLAN. The Plan Administrator has the power and discretion<br \/>\nto construe the provisions of the Plan and to determine all questions relating<br \/>\nto the eligibility of employees of Participating Employers to become<br \/>\nParticipants in the Plan, and the amount of benefits to which any Participant<br \/>\nmay be entitled thereunder in accordance with the Plan. Not in limitation, but<br \/>\nin amplification of the foregoing and of the authority conferred upon the Plan<br \/>\nAdministrator, the Plan Sponsor specifically intends that the Plan Administrator<br \/>\nhave the greatest permissible discretion to construe the terms of the Plan and<br \/>\nto determine all questions concerning eligibility, participation and benefits.<br \/>\nAny such decision made by the Plan Administrator will be binding on all<br \/>\nEmployees, Participants, and Beneficiaries, and is intended to be subject to the<br \/>\nmost deferential standard of judicial review. Such standard of review is not to<br \/>\nbe affected by any real or alleged conflict of interest on the part of the Plan<br \/>\nAdministrator. The decision of the Plan Administrator upon all matters within<br \/>\nthe scope of its authority will be final and binding.<\/p>\n<p>11. CLAIMS PROCEDURES.<\/p>\n<p>         (a) FILING A CLAIM FOR BENEFITS. Participants are not required to<br \/>\n         submit claim forms to initiate payment of benefits under this Plan. To<br \/>\n         make a claim for benefits, individuals other than Participants who<br \/>\n         believe they are entitled to receive benefits under this Plan and<br \/>\n         Participants who believe they have been denied certain benefits under<br \/>\n         the Plan must write to the Plan Administrator. These individuals and<br \/>\n         such Participants are hereinafter referred to in this Section 11 as<br \/>\n         &#8220;Claimants.&#8221; Claimants must notify the Plan Administrator if they will<br \/>\n         be represented by a duly authorized representative with respect to a<br \/>\n         claim under the Plan.<\/p>\n<p>         (b) INITIAL REVIEW OF CLAIMS. The Plan Administrator will evaluate a<br \/>\n         claim for benefits under the Plan. The Plan Administrator may solicit<br \/>\n         additional information from the Claimant if necessary to evaluate the<br \/>\n         claim. If the Plan Administrator denies all or any portion of the<br \/>\n         claim, the Claimant will receive, within 90 days after the receipt of<br \/>\n         the written claim, a written notice setting forth:<\/p>\n<p>                  (i) the specific reason for the denial;<\/p>\n<p>                  (ii) specific references to pertinent Plan provisions on which<br \/>\n                  the <\/p>\n<p>                                      A-10<\/p>\n<p>                  Plan Administrator based its denial;<\/p>\n<p>                  (iii) a description of any additional material and information<br \/>\n                  needed for the Claimant to perfect his or her claim and an<br \/>\n                  explanation of why the material or information is needed; and<\/p>\n<p>                  (iv) that any appeal the Claimant wishes to make of the<br \/>\n                  adverse determination must be in writing to the Plan<br \/>\n                  Administrator within 60 days after receipt of the notice of<br \/>\n                  denial of benefits. The notice must advise the Claimant that<br \/>\n                  his or her failure to appeal the action to the Plan<br \/>\n                  Administrator in writing within the 60-day period will render<br \/>\n                  the Plan Administrator&#8217;s determination final, binding and<br \/>\n                  conclusive. The notice must further advise the Claimant of his<br \/>\n                  or her right to bring a civil action under Section 502(a) of<br \/>\n                  ERISA following the exhaustion of the claims procedures<br \/>\n                  described herein.<\/p>\n<p>         (c) APPEAL OF DENIED CLAIM AND FINAL DECISION. If the Claimant should<br \/>\n         appeal to the Plan Administrator, the Claimant, or his or her duly<br \/>\n         authorized representative, must submit, in writing, whatever issues and<br \/>\n         comments the Claimant or his or her duly authorized representative<br \/>\n         feels are pertinent. The Claimant, or his or her duly authorized<br \/>\n         representative, may review and request pertinent Plan documents. The<br \/>\n         Plan Administrator will reexamine all facts related to the appeal and<br \/>\n         make a final determination as to whether the denial of benefits is<br \/>\n         justified under the circumstances. The Plan Administrator will advise<br \/>\n         the Claimant in writing of its decision within 60 days of the<br \/>\n         Claimant&#8217;s written request for review, unless special circumstances<br \/>\n         (such as a hearing) require an extension of time, in which case the<br \/>\n         Plan Administrator will make a decision as soon as possible, but no<br \/>\n         later than 120 days after its receipt of a request for review.<\/p>\n<p>12. PLAN FINANCING. The benefits to be provided under the Plan will be paid by<br \/>\nthe applicable Participating Employer, as incurred, out of the general assets of<br \/>\nsuch Participating Employer.<\/p>\n<p>13. GENERAL INFORMATION. The Plan&#8217;s records are maintained on a calendar year<br \/>\nbasis. The Plan Number is 509. The Plan is self-administered and is considered a<br \/>\nseverance plan.<\/p>\n<p>14. GOVERNING LAW. The Plan is established in the State of Missouri. To the<br \/>\nextent federal law does not apply, any questions arising under the Plan will be<br \/>\ndetermined under the laws of the State of Missouri.<\/p>\n<p>15. ENFORCEABILITY; SEVERABILITY. If a court of competent jurisdiction<br \/>\ndetermines that any provision of the Plan is not enforceable, then such<br \/>\nprovision shall be enforceable to the maximum extent possible under applicable<br \/>\nlaw, as determined by such court. The invalidity or unenforceabilty of any<br \/>\nprovision of the <\/p>\n<p>                                      A-11<\/p>\n<p>Plan, as determined by a court of competent jurisdiction, will not affect the<br \/>\nvalidity or enforceability of any other provision of the Plan and all other<br \/>\nprovisions will remain in full force and effect.<\/p>\n<p>16. WITHHOLDING OF TAXES. The applicable Participating Employer may withhold<br \/>\nfrom any benefit payable under the Plan all federal, state, city or other taxes<br \/>\nas may be required pursuant to any law, governmental regulation or ruling. The<br \/>\nParticipant shall pay upon demand by the Company or the Participating Employer<br \/>\nany taxes required to be withheld or collected by the Company or the<br \/>\nParticipating Employer upon the exercise by the Participant of a nonqualified<br \/>\nstock option granted under the Company&#8217;s 1984 Long-Term Executive Compensation<br \/>\nPlan or its 1993 Long-Term Executive Compensation Plan. If the Participant fails<br \/>\nto pay any such taxes associated with such exercise upon demand, the<br \/>\nParticipating Employer shall have the right, but not the obligation, to offset<br \/>\nsuch taxes against any unpaid severance compensation under this Plan.<\/p>\n<p>17. NOT AN EMPLOYMENT AGREEMENT. Nothing in the Plan gives an Employee any<br \/>\nrights (or imposes any obligations) to continued employment by his or her<br \/>\nParticipating Employer or other subsidiary of the Company, nor does it give such<br \/>\nParticipating Employer any rights (or impose any obligations) for the continued<br \/>\nperformance of duties by the Employee for the Participating Employer or any<br \/>\nother subsidiary of the Company.<\/p>\n<p>18. NO ASSIGNMENT. The Employee&#8217;s right to receive payments of severance<br \/>\ncompensation and benefits under the Plan are not assignable or transferable,<br \/>\nwhether by pledge, creation of a security interest, or otherwise. In the event<br \/>\nof any attempted assignment or transfer contrary to this section, the applicable<br \/>\nParticipating Employer will have no liability to pay any amount so attempted to<br \/>\nbe assigned or transferred.<\/p>\n<p>19. SERVICE OF PROCESS. The Secretary of the Plan Administrator is designated as<br \/>\nagent for service of legal process. Service of legal process may be made upon<br \/>\nthe Secretary of the Plan Administrator at:<\/p>\n<p>         HRB Management, Inc.<br \/>\n         Attn: Secretary<br \/>\n         4400 Main Street<br \/>\n         Kansas City, Missouri 64111<\/p>\n<p>20. STATEMENT OF ERISA RIGHTS. As a participant in the Plan, you are entitled to<br \/>\ncertain rights and protections under ERISA, which provides that all Plan<br \/>\nParticipants are entitled to:<\/p>\n<p>         (a) examine without charge, at the Plan Administrator&#8217;s office, all<br \/>\n         documents governing the Plan and a copy of the latest annual report<br \/>\n         (Form 5500 Series) filed by the Plan with the U.S. Department of Labor<br \/>\n         and <\/p>\n<p>                                      A-12<\/p>\n<p>         available at the Public Disclosure Room of the Pension and Welfare<br \/>\n         Benefit Administration;<\/p>\n<p>         (b) obtain, upon written request to the Plan Administrator, copies of<br \/>\n         documents governing the operation of the Plan, copies of the latest<br \/>\n         annual report (Form 5500 Series) and an updated summary plan<br \/>\n         description. The Plan Administrator may make a reasonable charge for<br \/>\n         the copies; and<\/p>\n<p>         (c) receive a summary of the Plan&#8217;s annual financial report if required<br \/>\n         to be filed for the year. The Plan Administrator is required by law to<br \/>\n         furnish each participant with a copy of this summary annual report if<br \/>\n         an annual report is required to be filed for the year.<\/p>\n<p>         In addition to creating rights for Plan Participants, ERISA imposes<br \/>\nduties upon the people who are responsible for the operation of the Plan. The<br \/>\npeople who operate your Plan, called &#8220;fiduciaries&#8221; of the Plan, have a duty to<br \/>\ndo so prudently and in the interest of you and other Plan Participants and<br \/>\nbeneficiaries. No one, including your Participating Employer or any other<br \/>\nperson, may fire you or otherwise discriminate against you in any way to prevent<br \/>\nyou from obtaining a welfare benefit or exercising your rights under ERISA.<\/p>\n<p>         If your claim for a welfare benefit is denied or ignored, in whole or<br \/>\nin part, you have the right to know why this was done, to obtain copies of<br \/>\ndocuments relating to the decision without charge, and to appeal any denial, all<br \/>\nwithin certain time schedules.<\/p>\n<p>         Under ERISA, there are steps you can take to enforce the above rights.<br \/>\nFor instance, if you request a copy of plan documents or the latest annual<br \/>\nreport from the Plan and do not receive them within 30 days, you may file suit<br \/>\nin a Federal court. In such a case, the court may require the Plan Administrator<br \/>\nto provide the materials to you and pay you up to $110 a day until you receive<br \/>\nthe materials, unless the materials were not sent because of reasons beyond the<br \/>\ncontrol of the Plan Administrator. If you have a claim for benefits that is<br \/>\ndenied or ignored, in whole or in part, you may file suit in a state or Federal<br \/>\ncourt. If it should happen that you are discriminated against for asserting your<br \/>\nrights, you may seek assistance from the U. S. Department of Labor, or you may<br \/>\nfile suit in a Federal court. The court will decide who should pay court costs<br \/>\nand legal fees. If you are successful, the court may order the person you have<br \/>\nsued to pay these costs and fees. If you lose, the court may order you to pay<br \/>\nthese costs and fees, for example, if it finds your claim is frivolous.<\/p>\n<p>         If you have any questions about the Plan, you should contact the Plan<br \/>\nAdministrator. If you have questions about this statement or about your rights<br \/>\nunder ERISA, or if you need assistance in obtaining documents from the Plan<br \/>\nAdministrator, you should contact the nearest office of the Pension and Welfare<br \/>\nBenefits Administration, U.S. Department of Labor, listed in your telephone<br \/>\ndirectory or <\/p>\n<p>                                      A-13<\/p>\n<p>the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits<br \/>\nAdministration, U.S. Department of Labor, 200 Constitution Avenue N.W.,<br \/>\nWashington, D.C. 20210. You may also obtain certain publications about your<br \/>\nrights and responsibilities under ERISA by calling the publications hotline of<br \/>\nthe Pension and Welfare Benefits Administration.<\/p>\n<p>                                      A-14<\/p>\n<p>IN WITNESS WHEREOF, HRB Management, Inc. adopts this Severance Plan effective<br \/>\nthis 23rd day of April, 2001.<\/p>\n<p>                                       HRB MANAGEMENT, INC.<\/p>\n<p>                                       \/s\/ Mark A. Ernst<br \/>\n                                       &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                                       Mark A. Ernst<br \/>\n                                       President and Chief Executive Officer<\/p>\n<p>                                      A-15<\/p>\n<p>                                   SCHEDULE A<\/p>\n<p>                             PARTICIPATING EMPLOYERS<\/p>\n<p>Block Financial Corporation<\/p>\n<p>Financial Marketing Services, Inc.<\/p>\n<p>Franchise Partner, Inc.<\/p>\n<p>H&amp;R Block Investments, Inc.<\/p>\n<p>H&amp;R Block Services, Inc. and its U.S.-based direct and indirect subsidiaries<\/p>\n<p>HRB Business Services, Inc.<\/p>\n<p>HRB Management, Inc.<\/p>\n<p>HRB Retail Services, Inc.<\/p>\n<p>Olde Financial Corporation and its U.S.-based direct and indirect subsidiaries,<br \/>\nwhich subsidiaries include H&amp;R Block Financial Advisors, Inc.<\/p>\n<p>                                      A-16<\/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-39211","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\/39211","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=39211"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39211"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39211"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39211"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}