{"id":39258,"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-hrb-management-inc-and-jeffery-w-yabuki.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-hrb-management-inc-and-jeffery-w-yabuki","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-hrb-management-inc-and-jeffery-w-yabuki.html","title":{"rendered":"Employment Agreement &#8211; HRB Management Inc. and Jeffery W. Yabuki"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n\n                  THIS EMPLOYMENT AGREEMENT ('Agreement') is entered into as of\nthe 7th day of September, 1999, by and between HRB MANAGEMENT, INC., a Missouri\ncorporation ('HRB') and Jeffery W. Yabuki ('Executive').\n\n                                   ARTICLE ONE\n\n                                   EMPLOYMENT\n\n                  1.01 - Agreement as to Employment. Effective September 7,\n1999, or such other date as is mutually agreed upon by Executive and HRB in\nwriting (the 'Employment Date'), HRB hereby employs Executive as President, H&amp;R\nBlock International of H&amp;R BLOCK, INC., a Missouri corporation ('Block') and the\nindirect parent corporation of HRB, and Executive hereby accepts such employment\nby HRB, subject to the terms of this Agreement. Subject to the terms of Section\n1.06 of this Agreement, either party may terminate this Agreement for any\nreason, or no reason, by providing not less than 45 days' prior written notice\nof such termination to the other party, and, if such notice is properly given,\nthis Agreement and Executive's employment hereunder shall terminate as of the\nclose of business on the 45th day after such notice is deemed to have been given\nor such later date as is specified in such notice. Any termination of this\nAgreement shall not be effective as to those portions of this Agreement which,\nby their express terms as set forth below, require performance by either party\nfollowing termination of this Agreement.\n\n                  1.02 - Duties. (a) Executive is employed by HRB to serve as\nthe President, H&amp;R Block International of Block subject to the authority and\ndirection of Block's Board of Directors (the 'Board'), the Chief Executive\nOfficer of Block, and the Chief Operating Officer of Block. Subject to the\nforegoing, the Executive shall have such authority and responsibility and duties\nas are normally associated with the principal officer of an operating segment of\nBlock.\n\n                  (b)  So long as he is employed under this Agreement, Executive\nagrees to devote his full business time and efforts exclusively on behalf of HRB\nand Block and to competently and diligently discharge his duties hereunder.\nExecutive shall not be prohibited from engaging in such personal, charitable, or\nother nonemployment activities as do not interfere with his full-time employment\nhereunder and which do not violate the other provisions of this Agreement.\nExecutive may, following approval by the Board of Directors of Block, become a\nmember of the board of directors of a 'for-profit' corporation or entity. Such\napproval will not be unreasonably withheld by the Board, but such approval may\nbe withheld if the Board reasonably determines that such activity conflicts with\nExecutive's duties hereunder, either in terms of \n\n\n\n\n\n\n\nExecutive's time to be devoted thereto or in terms of the relationship of such\ncorporation's or entity's business to the present or future business then\nconducted or proposed to be conducted by Block and its subsidiaries, whether or\nnot such business is directly competitive with the business of Block. Executive\nshall comply fully with all reasonable policies of HRB and Block as are from\ntime to time in effect and applicable to his position.\n\n                  1.03 - Compensation. (a) Base Salary. HRB shall pay to\nExecutive during the period between the Employment Date and June 30, 2000, a\nminimum gross salary at an annual rate of $250,000 ('Base Salary'), payable\nsemimonthly or at any other pay periods as HRB may use for its other executive\nemployees. The Base Salary shall be reviewed for adjustment by the Board or\nappropriate committee thereof no less often than annually during the term of\nExecutive's employment hereunder and, if adjusted by the Board, such adjusted\namount shall become the 'Base Salary' for purposes of this Agreement.\n\n                  (b)  Short-Term Incentive Compensation.\n\n                             (i)   As approved by the Compensation Committee of\n          the Board, Executive shall participate in the H&amp;R Block Short-Term\n          Incentive Plan for the fiscal year ended April 30, 2000 and the\n          discretionary short-term incentive program for such year. Under such\n          Plan and program, the Executive shall have an aggregate target bonus\n          for fiscal year 2000 of $137,500 and an opportunity to earn 200% of\n          such target bonus. The payment of the actual award under the Plan (80%\n          of target) shall be based upon the performance criteria determined by\n          the Compensation Committee to be applicable to HRB participants for\n          fiscal year 2000. The payment of the actual award under the\n          discretionary program shall be based upon the performance of H&amp;R Block\n          International (10% of target) and Executive's individual performance\n          (10%), as determined by the Chief Operating Officer of Block and\n          approved by the Compensation Committee. For purposes of Executive's\n          participation in such Plan and program for the fiscal year ending\n          April 30, 2000, Executive's actual incentive compensation shall be\n          prorated based upon the number of months during such year that he is\n          actually employed by HRB.\n\n                             (ii)  Executive shall be paid a $70,000 bonus\n          upon completion of his employment by HRB from the Employment Date \n          through April 30, 2000.\n\n                                       2\n\n\n\n\n                  (c)  Stock Options. As approved by the Compensation\n          Committee of the Board and the Board itself, Executive shall be\n          granted (i) on the Employment Date a stock option under Block's 1993\n          Long-Term Executive Compensation Plan (the '1993 Plan') to purchase\n          40,000 shares of Block's common stock at a price per share equal to\n          the closing price thereof on the New York Stock Exchange on the date\n          of grant, such option to expire on the tenth anniversary of the date\n          of grant; to vest and become exercisable as to 40% of the shares\n          covered thereby on the third anniversary of the date of grant, as to\n          an additional 30% of such shares on the fourth anniversary of the date\n          of grant, and as to the remaining 30% of the shares on the fifth\n          anniversary of the date of grant; to be an incentive stock option for\n          the maximum number of shares permitted by Internal Revenue Code\n          Section 422 and the regulations promulgated thereunder; and to\n          otherwise be a nonqualified stock option; and (ii) a stock option to\n          purchase a minimum of 22,000 shares under the 1993 Plan on the date of\n          grant in fiscal year 2001 on which options are granted under the 1993\n          Plan to all or substantially all other senior executive officers of\n          Block and its subsidiaries, such stock option to have terms and\n          conditions consistent with the terms and conditions of options granted\n          to such other senior executive officers except as provided in Section\n          1.06(a). Should HRB elect to change its fiscal year, such change shall\n          not have a detrimental impact on Executive's stock option described in\n          this Subsection 1.03(c)(2). In the event of a change in HRB's fiscal\n          year, Executive shall be entitled to a pro rata adjustment of the\n          minimum of 22,000 shares available for purchase by Executive under the\n          1993 Plan based on the number of months the fiscal year is extended.\n\n                  (d)  Restricted Stock. As approved by the Compensation\n          Committee of the Board and the Board itself, Executive shall be\n          awarded promptly after the date of the commencement of his employment,\n          28,300 Restricted Shares of Block's common stock under the 1993 Plan.\n          One-third of the 28,300 shares shall vest, respectively, on each of\n          the first three anniversaries following such employment commencement\n          date. Prior to the time such Restricted Shares are so vested,\n          Executive shall be entitled to receive any cash dividends payable with\n          respect to unvested Restricted Shares and vote such unvested\n          Restricted Shares at any meeting of shareholders of Block. If the\n          value of the Restricted Shares on the date of grant (determined by\n          taking the average of the high and low reported sale price for Block\n          Common Stock on such date and multiplying it by 28,300) does not equal\n          or exceed $1,570,000, such number of Restricted Shares shall be\n          increased to such number of Restricted Shares (rounded to the next\n          highest 100 share increment) as shall first cause such fair market\n          value equal to exceed $1,570,000.\n\n                                       3\n\n\n\n\n\n\n                  (e)  Relocation Benefits.\n\n                             (i)   HRB shall reimburse the Executive for\n          reasonable packing, shipping, transportation costs and other expenses\n          incurred by Executive in relocating himself, his family and personal\n          property to the Greater Kansas City Area, in accordance with HRB's\n          standard relocation policy.\n\n                             (ii)  If, as a result of Executive's acceptance of\n          employment hereunder, Executive must reimburse any prior employer for\n          any relocation expenses paid by such prior employer, HRB will pay to\n          Executive the amount of any such reimbursement.\n\n                             (iii) To the extent that Executive incurs taxable\n          income related to any relocation benefits paid pursuant to this\n          Agreement, HRB shall pay to Executive such additional amount as is\n          necessary to 'gross up' such benefits and cover the anticipated income\n          tax liability resulting from such taxable income.\n\n                  1.04 - Business Expenses. HRB shall promptly pay directly, or\nreimburse Executive for, all business expenses, to the extent such expenses are\npaid or incurred by Executive during the term hereof in accordance with Block\npolicy in effect from time to time and to the extent such expenses are\nreasonable and necessary to the conduct by Executive of Block's business.\n\n                  1.05 - Fringe Benefits. During the term of Executive's\nemployment hereunder, HRB shall make available to Executive such insurance, sick\nleave, deferred compensation, short-term incentive compensation, bonuses, stock\noptions (also referred to in Subsection 1.03(c) above), retirement, vacation and\nother like benefits as are approved by the Board or the Compensation Committee\nthereof and provided from time to time to the other executive-level employees of\nHRB, Block or Block's other subsidiaries. Executive shall be entitled to 20 days\nof paid vacation per year, commencing as of the date of this Agreement.\n\n                  1.06 - Termination of Employment. (a) If, prior to the date of\nExecutive's retirement from gainful employment, HRB terminates Executive's\nemployment pursuant to Section 1.01 of this Agreement without 'cause' (as\ndefined in Subsection 1.06(b), below), or if Executive terminates his employment\npursuant to Sections 1.01 of this Agreement with 'good reason' (as defined in\nSubsection 1.06(c) below) then, upon any such termination of Executive's\nemployment, (i) subject to Subsection 3.04(c), HRB shall pay to Executive\ncompensation at an annual rate equal to the sum of (A) the annual rate of Base\nSalary in effect upon such \n\n                                       4\n\n\n\n\n\ntermination, and (B) the aggregate short-term incentive compensation (under the\nH&amp;R Block Short-Term Incentive Plan and any discretionary incentive program)\npaid by HRB to Executive for the last fiscal year completed before the fiscal\nyear in which the termination of employment occurs (or, if such termination\noccurs prior to end of the fiscal year in which the Employment Date occurs, the\namount of actual aggregate short-term incentive compensation to which Executive\nwould have been entitled (with any discretionary incentive compensation\ncalculated at target) had Executive remained employed through the last day of\nsuch fiscal year), such compensation to be paid throughout the two-year period\nfollowing such termination at such periodic intervals as Base Salary would have\nbeen made had Executive remained employed by HRB hereunder; (ii) any portion of\nany option to purchase shares of Block common stock granted pursuant to\nSubsections 1.03(c) or 1.05 of this Agreement and held by Executive at the time\nof such termination of employment that is not yet vested in accordance with its\nterms, but would vest within two years after the date of such termination of\nemployment, shall vest upon the date of such termination of employment to the\nextent that it would be vested at the end of such two-year period, and shall be\nexercisable to the extent so vested for a period of three months after such date\nof termination of employment; (iii) any Restricted Shares granted pursuant to\nSubsection 1.03(d) of this Agreement and held by Executive at the time of such\ntermination of employment that are not yet vested (meaning the Shares are still\nsubject to restrictions), but would vest within two years after the date of such\ntermination of employment, shall vest upon the date of such termination of\nemployment to the extent that they would be vested at the end of such two-year\nperiod, and all restrictions on any Restricted Shares so vested shall terminate;\n(iv) subject to Subsection 3.04(c), HRB shall, during the two-year period\nfollowing such termination, continue Executive's health, life and disability\ninsurance benefits, but only to the extent Executive does not obtain similar\nbenefits paid for by a third party after such termination;(v) HRB shall pay to\nExecutive, at such times as the same would have been paid Executive had he\nremained employed hereunder, a pro rata portion of any actual short-term\nincentive compensation to which he would have been entitled (with any\ndiscretionary incentive compensation calculated at target) pursuant to\nSubsection 1.03(b)(i) had he remained employed through the end of the fiscal\nyear in which such termination occurs (such portion to be the actual short-term\nincentive compensation earned for the fiscal year during which such termination\noccurs as is proportionate to the portion of such fiscal year in which he is\nactively employed hereunder); and (vi) if not already paid, HRB shall pay to\nExecutive the compensation specified in Subsection 1.03(b)(ii).\n\n                  (b) As used in this Agreement, the term 'cause' shall refer\nonly to any one or more of the following grounds:\n\n                                       5\n\n\n\n\n                             (i) Executive's commission of an act or Executive's\n          omission to act, that, in either case, (A) is materially and\n          demonstrably detrimental to the good will of Block or any subsidiary\n          of Block, and (B) constitutes gross negligence (specifically defined\n          to mean acting, or omitting to act in a situation where there is a\n          duty to act, not inadvertently, but willfully and intentionally with a\n          conscious indifference to the consequences of such act or omission)or\n          willful misconduct by the Executive in the performance of his material\n          duties to HRB or Block; or\n\n                             (ii)  commission by Executive of any act of\n          dishonesty or breach of trust resulting or intending to result in\n          material personal gain or enrichment of Executive at the expense of\n          Block or any subsidiary of Block; or\n\n                             (iii) Executive's conviction of a misdemeanor\n          (involving an act of moral turpitude) or a felony.\n\n\n                             (c)   As used in this Agreement, Executive's\n          termination of employment for 'good reason' shall mean termination of\n          employment based on any one or more of the following:\n\n                             (i)   An adverse change in Executive's status or\n          position as an executive officer of Block, including, without\n          limitation, (A) any adverse change in Executive's status or position\n          as a result of a material diminution in Executive's duties,\n          responsibilities or authority as of the date of this Agreement (or any\n          status or position to which Executive may be promoted after the date\n          hereof), or (B) the assignment to Executive of any duties or\n          responsibilities which are inconsistent with Executive's status or\n          position (except as may be related to a promotion or are intended to\n          provide experience for a possible promotion to a position that is more\n          senior than such status or position), or (C) any removal of Executive\n          from or any failure to reappoint or reelect Executive to such\n          positions (except in connection with an agreed upon promotion or the\n          termination of Executive's employment for cause or by reason of\n          Executive's disability or death);\n\n                             (ii)  A reduction by HRB in Executive's Base Salary\n          to an annual rate below $250,000 that is not mutually agreed upon by\n          HRB and Executive.\n\n                                       6\n\n\n\n\n                             (iii) HRB's requiring (without Executive's\n          agreement) Executive to be based anywhere outside the continental\n          United States except for required travel on HRB or Block's business to\n          an extent substantially consistent with the business travel\n          obligations which Executive agreed to undertake on behalf of Block and\n          HRB in connection with the position of President, H&amp;R Block\n          International prior to the date of this Agreement (or such obligations\n          as Executive shall agree to undertake in connection with any promotion\n          after the date of this Agreement);\n\n                             (iv)  The failure by HRB or Block to obtain from \n          any successor an assent to this Agreement contemplated by Section \n          4.04 of this Agreement;\n\n                             (v)   Any purported termination by HRB of this\n          Agreement or the employment of the Executive by HRB which is not\n          expressly authorized by this Agreement or any breach of this Agreement\n          by HRB (A)other than an isolated, insubstantial and inadvertent\n          failure not occurring in bad faith and (B) which is not remedied by\n          HRB within a reasonable period of time not to exceed forty-five (45)\n          days after HRB's receipt of written notice of the breach from the\n          Executive; or\n\n                             (vi)  Any refusal by HRB or Block to continue to\n          allow Executive to attend to matters or engage in activities not\n          directly related to the business of Block which, prior to the date of\n          this Agreement or any time thereafter but prior to such refusal,\n          Executive was permitted by the Board to attend to or engage in,\n          provided that this Subsection 1.06(c)(v) shall not apply to any\n          refusal resulting from a reasonable determination by the Board that\n          such matters or activities conflict with Executive's duties hereunder,\n          either in terms of Executive's time to be devoted thereto or in terms\n          of the relationship of such matters or activities to the present or\n          future business then conducted or proposed to be conducted by Block\n          and its subsidiaries, whether or not such business is directly\n          competitive with the business of Block.\n\n                  (d)  In the event of Executive's death, Executive's employment\nunder this Agreement shall terminate and Executive's estate shall be paid the\nbenefits described in Subsections 1.06(a)(ii, iii, v, &amp; vi) of this Agreement.\nIn the event of Executive's total and permanent disability defined under any\nlong-term disability plan maintained by HRB or Block for HRB executives,\nExecutive shall be paid the benefits described in \n\n                                       7\n\n\n\n\nSubsections 1.06(a)(ii, iii, iv, v, &amp; vi) of this Agreement, and shall also be\npaid his Base Salary pursuant to Subsection 1.06(a)(i) to the date of the\ndetermination of such disability.\n\n                  (e)  The parties may terminate Executive's employment under\nthis Agreement at any time by mutual written agreement.\n\n                  (f)  The termination of Executive's employment under this\nAgreement for any reason (or no reason) by HRB or by Executive during the\n180-day period following the date of the occurrence of a 'Change of Control' of\nBlock shall be considered a termination of Executive's employment without cause\nfor purposes of this Agreement. For the purpose of this subsection, a 'Change of\nControl' shall mean:\n\n                             (i) the acquisition, other than from Block, by any\n          individual, entity or group (within the meaning of Section 13(d)(3) or\n          14(d)(2) of the Securities Exchange Act of 1934, as amended (the\n          'Exchange Act')), of beneficial ownership (within the meaning of Rule\n          13d-3 promulgated under the Exchange Act) of 35% or more of the then\n          outstanding voting securities of Block entitled to vote generally in\n          the election of directors, but excluding, for this purpose, any such\n          acquisition by Block or any of its subsidiaries, or any employee\n          benefit plan (or related trust) of Block or its subsidiaries, or any\n          corporation with respect to which, following such acquisition, more\n          than 50% of the then outstanding voting securities of such corporation\n          entitled to vote generally in the election of directors is then\n          beneficially owned, directly or indirectly, by all or substantially\n          all of the individuals and entities who were the beneficial owners of\n          the voting securities of Block immediately prior to such acquisition\n          in substantially the same proportion as their ownership, immediately\n          prior to such acquisition, of the then outstanding voting securities\n          of Block entitled to vote generally in the election of directors, as\n          the case may be; or\n\n                             (ii)  individuals who, as of the date hereof,\n          constitute the Board (as of the date hereof, the 'Incumbent Board')\n          cease for any reason to constitute at least a majority of the Board,\n          provided that any individual or individuals becoming a director\n          subsequent to the date hereof, whose election, or nomination for\n          election by Block's shareholders, was approved by a vote of at least a\n          majority of the Board (or nominating committee of the Board) shall be\n          considered as though such individual were a member or members of the\n          Incumbent Board, but excluding, for this \n\n\n                                       8\n\n\n\n\n          purpose, any such individual whose initial assumption of office is in\n          connection with an actual or threatened election contest relating to\n          the election of the directors of Block (as such terms are used in Rule\n          14a-11 of Regulation 14A promulgated under the Exchange Act); or\n\n                             (iii) approval by the shareholders of Block of (A)\n          a reorganization, merger or consolidation of Block, in each case, with\n          respect to which all or substantially all of the individuals and\n          entities who were the respective beneficial owners of the voting\n          securities of Block immediately prior to such reorganization, merger\n          or consolidation do not, following such reorganization, merger or\n          consolidation, beneficially own, directly or indirectly, more than 50%\n          of the then outstanding voting securities entitled to vote generally\n          in the election of directors of the corporation resulting from such\n          reorganization, merger or consolidation, (B) a complete liquidation or\n          dissolution of Block, voluntary or involuntary, or (C) the sale or\n          other disposition of all or substantially all of the assets of Block.\n\n                  (g)  Upon termination of Executive's employment under this\nAgreement, HRB shall have no further obligations under this Agreement and no\nfurther payments of Base Salary or other compensation or benefits shall be\npayable by HRB to Executive, except (i) as set forth in this Section 1.06, (ii)\nas required by the express terms of any written benefit plans or written\narrangements maintained by HRB and applicable to Executive at the time of such\ntermination of Executive's employment, (iii) as may be required by law, or (iv)\nas may be mutually agreed upon between the parties in a negotiated Employment\nAgreement Termination package.\n\n                                   ARTICLE TWO\n\n                                 CONFIDENTIALITY\n\n                  2.01 - Background and Relationship of Parties. The parties\nacknowledge (for all purposes including, without limitation, Articles Two and\nThree of this Agreement) that Block and its subsidiaries have been and will be\nengaged in a continuous program of acquisition and development respecting their\nbusinesses, present and future, and that, in connection with Executive's\nemployment by HRB, Executive will be expected to have access to all information\nof value to HRB and Block and that Executive's employment creates a relationship\nof confidence and trust between Executive and Block with respect to any\ninformation applicable to the businesses of Block and its subsidiaries.\n\n                                       9\n\n\n\n\n\nExecutive will possess or have unfettered access to information that has been\ncreated, developed or acquired by Block and its subsidiaries or otherwise become\nknown to Block and its subsidiaries and which has commercial value in the\nbusinesses in which Block and its subsidiaries have been and will be engaged and\nhas not been publicly disclosed by Block. All information described above is\nhereinafter called 'Proprietary Information'. By way of illustration, but not\nlimitation, Proprietary Information includes trade secrets, customer lists and\ninformation, employee lists and information, developments, systems, designs,\nknow-how, marketing plans, product information, business and financial\ninformation and plans, strategies, forecasts, new products and services,\nfinancial statements, budgets, projections, prices and acquisition and\ndisposition plans. Proprietary Information shall not include any portions of\nsuch information which are now or hereafter made public by third parties in a\nlawful manner or made public by parties hereto without violation of this\nAgreement.\n\n                  2.02 - Proprietary Information is Property of Block. (a) All\nProprietary Information shall be the sole property of Block (or the applicable\nsubsidiary of Block) and its assigns, and Block (or the applicable subsidiary of\nBlock) shall be the sole owner of all patents, copyrights, trademarks, names and\nother rights in connection therewith and without regard to whether Block (or any\nsubsidiary of Block) is at any particular time developing or marketing the same.\nExecutive hereby assigns to Block any rights Executive may have or may acquire\nin such Proprietary Information. At all times, Executive will keep in strictest\nconfidence and trust all Proprietary Information and Executive will not use or\ndisclose any Proprietary Information without the written consent of Block,\nexcept as may be necessary in the ordinary course of performing duties as an\nemployee of HRB or an officer of Block or as may be required by law or the order\nof any court or governmental authority.\n\n                  (b) In the event of the termination of Executive's employment\nby HRB for any reason (including no reason), Executive shall promptly deliver to\nHRB all copies of all documents, notes, drawings, specifications, documentation,\ndata and other materials of any nature belonging to Block or any subsidiary of\nBlock and obtained during the course of Executive's employment with HRB. 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                                       10\n\n\n\n\n\n                                  ARTICLE THREE\n\n                    NON-HIRING; NO CONFLICTS; NONCOMPETITION\n\n                  3.01 - General. The parties hereto acknowledge that, during\nthe course of Executive's employment by HRB, Executive shall have access to\ninformation valuable to HRB and Block concerning the key employees of Block and\nits subsidiaries ('Block Employees') and, in addition to Executive's access to\nsuch information, Executive may, during (and in the course of) Executive's\nemployment by HRB, develop relationships with such Block Employees whereby\ninformation valuable to Block and its subsidiaries concerning the Block\nEmployees was acquired by Executive. Such information includes, without\nlimitation: the identity, skills and performance levels of the Block Employees,\nas well as compensation and benefits paid by Block to such Block Employees.\n\n                  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 one year after the later of: termination by HRB or Executive for any\nreason (or no reason) of such employment or cessation of such payments, the\nExecutive will not knowingly recruit, solicit or hire any Block Employee or\notherwise induce any such Block Employee to leave the employment of Block (or\nthe applicable employer-subsidiary of Block) to become an employee of or\notherwise be associated with any other party or with Executive or any company or\nbusiness with which Executive is or may become associated.\n\n                  3.03 - No Conflicts. Executive represents in good faith that,\nto the best of his knowledge, the performance by Executive of all the terms of\nthis Agreement will not breach any agreement as to which Executive is or was a\nparty and which requires Executive to keep any information in confidence or in\ntrust. Executive has not brought and will not bring with him to HRB or Block nor\nwill Executive use in the performance of employment responsibilities at HRB any\nproprietary materials or documents of a former employer that are not generally\navailable to the public, unless Executive has obtained express written\nauthorization from such former employer for their possession and use. Executive\nhas not and will not breach any obligation of confidentiality that Executive may\nhave to former employers and Executive shall fulfill all such obligations during\nhis employment with HRB.\n\n                  3.04 - Non-Competition.\n\n                  (a) During any period of Executive's employment with HRB,\nExecutive shall not engage in, or own or control any interest in (except as a\npassive investor in publicly-held companies, \n\n                                       11\n\n\n\n\nholding less than one percent of its outstanding securities), or act as an\nofficer, director or employee of, or consultant, advisor or lender to, any firm,\ncorporation, institution or business which engages in any line of business which\nis competitive with any line of business of Block or any of its subsidiaries (or\nwhich Block or any subsidiary is engaged in evaluating or developing).\n\n                  (b) During the two-year period immediately following the\ntermination of Executive's employment hereunder by HRB or Executive for any\nreason (including no reason) other than a termination for 'cause,' as defined in\nSubsection 1.06(b) of this Agreement, Executive will not, except as permitted by\nSubsection (c), below (i) own or control any interest in (except as a passive\ninvestor in publicly-held companies, holding less than one percent of its\noutstanding equity securities) any firm, corporation, institution or business\nthat derives more than 40% of its revenues from tax and accounting services, or\n(ii) act as an officer, director or employee of, or consultant, advisor or\nlender to, any line of business of any firm, corporation, institution or\nbusiness which line of business (A) is competitive with any line of business of\nBlock or any of its subsidiaries, (B) is one in which Executive has or had\nsignificant management responsibilities prior to or at the time Executive's\nemployment terminates, and (C) derives more than 40% of its revenues from tax\nand accounting services (any such line of business to be referred to in this\nAgreement as a 'Competitive Line of Business' and the prohibited acts set forth\nin Subsections 3.04(b)(i) and (ii) to be referred to in this Agreement as the\n'Prohibited Acts'). The Prohibited Acts shall not preclude Executive from\nserving as an officer, director or employee of, or consultant, advisor or lender\nto, any firm, corporation, institution or business with respect to any line of\nbusiness of such firm, corporation, institution or business that is not a\nCompetitive Line of Business, provided that Executive shall not provide direct\nor indirect services, oversight, management, advice or loans to any Competitive\nLine of Business and the person or persons responsible for the day-to-day\nbusiness of any such Competitive Line of Business shall not directly or\nindirectly report to Executive.\n\n                  (c) Notwithstanding the provisions of Subsection 3.04(b),\nabove, (i) during the two-year period immediately following termination of\nExecutive's employment hereunder by HRB for cause, Executive may engage in the\nProhibited Acts, or any one of them, without HRB's prior written consent, and\n(ii) during the two-year period immediately following termination of Executive's\nemployment hereunder by HRB without 'cause,' or Executive's termination of this\nAgreement for good reason, Executive may engage in the Prohibited Acts, or any\none of them, only if HRB gives to Executive its prior written consent to such\nProhibited Act. As of the effective date of any Prohibited Act to which HRB has\nconsented, HRB shall have no further obligation to continue to \n\n                                       12\n\n\n\npay compensation pursuant to Subsection 1.06(a)(i) of this Agreement and no\nfurther obligation to continue Executive's health, life and disability insurance\nbenefits pursuant to Subsection 1.06(a)(iv) of this Agreement.\n\n                  3.05 - Reasonableness of Restrictions. Executive and HRB\nacknowledge that the restrictions contained in this Agreement are reasonable,\nbut should any provisions of any Article of this Agreement be determined to be\ninvalid, illegal or otherwise unenforceable or unreasonable in scope by any\ncourt of competent jurisdiction, the validity, legality and enforceability of\nthe other provisions of this Agreement shall not be affected thereby and the\nprovision found invalid, illegal or otherwise unenforceable or unreasonable\nshall be considered by HRB and Executive to be amended as to scope of\nprotection, time or geographic area (or any one of them, as the case may be) in\nwhatever manner is considered reasonable by that court and, as so amended, shall\nbe enforced.\n\n                                  ARTICLE FOUR\n\n                                  MISCELLANEOUS\n\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 HRB 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 HRB and Executive concerning the subject\nmatter hereof. No modification, amendment, termination or waiver of this\nAgreement shall be binding unless in writing and signed by Executive and a duly\nauthorized officer of HRB. Failure of HRB, Block or Executive to insist upon\nstrict compliance with any of the terms, covenants or conditions hereof shall\nnot be deemed a waiver of such terms, covenants and conditions.\n\n                  4.03 - Specific Performance by Executive. The parties\nacknowledge that money damages alone will not adequately compensate HRB or Block\nor Executive for breach of any of the covenants and agreements herein and,\ntherefore, in the event of the breach or threatened breach of any such covenant\nor agreement by either party, in addition to all other remedies available at\nlaw, in equity or otherwise, a wronged party shall be entitled to injunctive\nrelief compelling specific performance of (or other compliance with) the terms\nhereof.\n\n\n                                       13\n\n\n\n                  4.04 - Successors and Assigns. This Agreement shall be binding\nupon Executive and the heirs, executors, assigns and administrators of Executive\nor his estate and property and shall inure to the benefit of HRB, Block and\ntheir successors and assigns. Executive may not assign or transfer to others the\nobligation to perform Executive's duties hereunder. Executive's estate, heirs,\nsuccessors, representatives, assigns, conservators and\/or trustees may seek\nenforcement, on behalf of Executive or his estate, of the obligations outlined\nin Section 1.06 of this Agreement.\n\n                  4.05 - Withholding Taxes. From any payments due hereunder to\nExecutive from HRB, there shall be withheld amounts reasonably believed by HRB\nto be sufficient to satisfy liabilities for federal, state and local taxes and\nother charges and customary withholdings. Executive remains primarily liable to\nsuch authorities for such taxes and charges to the extent not actually paid by\nHRB. This Section 4.05 shall not affect HRB's obligation to 'gross up' any\nrelocation benefits paid to Executive pursuant to Subsection 1.03(e)(iii).\n\n                  4.06 - Indemnification. (a) To the fullest extent permitted by\nlaw and Block's Bylaws, HRB hereby indemnifies during and after the period of\nExecutive's employment hereunder the Executive from and against all loss, costs,\ndamages and expenses including, without limitation, legal expenses of counsel\nselected by HRB to represent the interests of Executive (which expenses HRB\nwill, to the extent so permitted, advance to executive as the same are incurred)\narising out of or in connection with the fact that Executive is or was a\ndirector, officer, employee or agent of HRB or Block or serving in such capacity\nfor another corporation at the request of HRB or Block. Notwithstanding the\nforegoing, the indemnification provided in this Section 4.06 shall not apply to\nany loss, costs, damages and expenses arising out of or relating in any way to\nany employment of Executive by any former employer or the termination of any\nsuch employment.\n\n                  (b) In the event that Executive and HRB mutually agree that\nExecutive has a valid claim or cause of action against a former employer to\nsecure deferred compensation, awards or other benefits from such former\nemployer, HRB shall reimburse Executive for any attorneys' fees, expenses and\nother costs incurred by Executive in his efforts to secure such benefits. Any\nnet recovery (i.e., judgment, award or settlement amount paid to Executive by\nsuch former employer, less any attorneys' fees, expenses, federal, state and\nlocal income taxes and other costs not reimbursed by HRB) by Executive arising\nfrom such claim shall be remitted by Executive to HRB.\n\n                                       14\n\n\n\n\n\n\n\n                  (c) In the event that a former employer makes a claim against\nExecutive arising out of or relating to its employment of Executive or the\ntermination of such employment, Executive may, in his sole discretion, assert a\ncounterclaim against the former employer seeking deferred compensation, awards\nor other benefits, with the understanding that any award to Executive, net of\nadverse awards, attorneys' fees, federal, state and local income taxes, costs\nand expenses, will be remitted by Executive to HRB.\n\n                  4.07 - Notices. Notices hereunder shall be deemed delivered\nfive days following deposit thereof in the United States mails (postage prepaid)\naddressed to Executive at: 240 Central Park South, Suite 23B, New York, New York\n10019, with a copy to William J. Egan, Esq., 150 Edina Executive Plaza, 5200\nWillson Road, Edina, Minnesota 55424; and to HRB at: 4400 Main Street, Kansas\nCity, Missouri 64111; Attn: Mark A. Ernst, with a copy to James H. Ingraham,\nEsq., H&amp;R Block, Inc., 4400 Main Street, Kansas City, Missouri 64111; or to such\nother address and\/or person designated by either party in writing to the other\nparty.\n\n                  4.08 - Counterparts. This Agreement may be signed in\ncounterparts and delivered by facsimile transmission confirmed promptly\nthereafter by actual delivery of executed counterparts.\n\n                  Executed as a sealed instrument under, and to be governed by,\nconstrued and enforced in accordance with, the laws of the State of Missouri.\n\n                                             EXECUTIVE:\n\n\n\nDated:   9-7-99                              \/s\/ Jeffery W. Yabuki         \n      ------------                           ---------------------         \n                                             Jeffery W. Yabuki\n\n\nAccepted and Agreed:\n\nHRB MANAGEMENT, INC.,\na Missouri corporation\n\n\n\nBy:\/s\/Mark A. Ernst            \n   -------------------            \n   Mark A. Ernst\n   Executive Vice President\n\nDated:  7 Sept 99          \n      ---------------          \n\n\n                                       15\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7707],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-39258","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\/39258","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=39258"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39258"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39258"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39258"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}