\n81-89 and 231-235 6 18<\/p>\n 65-80, 109-110, 3 18
\n and 218-230<\/p>\n
57-64, 105-108, 1 18
\n and 210-217<\/p>\n
48-56, 100-102, 1 18
\n and 200-209
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
3<\/p>\n
3. ELIGIBILITY AND PARTICIPATION. All Employees who incur a Qualifying
\nTermination and sign a Release are eligible to participate in the Plan. An
\neligible Employee will become a Participant in the Plan as of the Termination
\nDate.<\/p>\n
4. SEVERANCE COMPENSATION.<\/p>\n
(a) Amount. Subject to Section 8, each Participant will receive during
\n the Severance Period from the applicable Participating Employer
\n aggregate severance compensation equal to:<\/p>\n
(i) the Participant’s Monthly Salary multiplied by the
\n Participant’s Years of Service; plus<\/p>\n
(ii) one-twelfth of the Participant’s target payout under the
\n Short-Term Incentive Program of the Participating Employer in
\n effect at the time of his or her Termination Date multiplied
\n by the Participant’s Years of Service; plus<\/p>\n
(iii) an amount to be determined by the Participating Employer
\n at its sole discretion, which amount may be zero.<\/p>\n
(b) Timing of Payments. Except as stated in Section 4(c), and subject
\n to Section 8,<\/p>\n
(i) the sum of any amounts determined under Sections 4(a)(i)
\n and 4(a)(ii) of the Plan will be paid in semi-monthly or
\n bi-weekly installments (the timing and amount of each
\n installment as determined by the Participating Employer)
\n during the Severance Period beginning after the later of the
\n Termination Date or the Release Date; and<\/p>\n
(ii) any amounts determined under Section 4(a)(iii) of the
\n Plan will be paid in one lump sum within 15 days after the
\n later of the Termination Date or the Release Date, unless
\n otherwise agreed in writing by the Participating Employer and
\n Participant or otherwise required by law.<\/p>\n
(c) Death. In the event of the Participant’s death prior to receiving
\n all payments due under this Section 4, any unpaid severance
\n compensation will be paid (i) in the same manner as are death benefits
\n under the Participant’s basic life insurance coverage provided by the
\n Participant’s Participating Employer, and (ii) in accordance with the
\n Participant’s beneficiary designation under such coverage. If no such
\n coverage exists, or if no beneficiary designation exists under such
\n coverage as of the date of death of the Participant, the severance
\n compensation will be paid to the Participant’s estate in one-lump sum.<\/p>\n
4<\/p>\n
5. HEALTH AND WELFARE BENEFITS.<\/p>\n
(a) Benefits. In addition to the severance compensation provided
\n pursuant to Section 4 of the Plan, a Participant may continue to
\n participate in the following health and welfare benefits provided by
\n his or her Participating Employer during the Severance Period on the
\n same basis as employees of the Participating Employer:<\/p>\n
(i) medical;<\/p>\n
(ii) dental;<\/p>\n
(iii) vision;<\/p>\n
(iv) employee assistance;<\/p>\n
(v) medical expense reimbursement and dependent care expense
\n reimbursement benefits provided under a cafeteria plan;<\/p>\n
(vi) life insurance (basic and supplemental); and<\/p>\n
(vii) accidental death and dismemberment insurance (basic and
\n supplemental).<\/p>\n
For the purposes of any of the above-described benefits provided under
\n a Participating Employer’s cafeteria plan, a Qualifying Termination
\n constitutes a “change in status” or “life event.”<\/p>\n
(b) Payment and Expiration. Payment of the Participant’s portion of
\n contribution or premiums for such selected benefits will be withheld
\n from any severance compensation payments paid to the Participant under
\n this Plan. The Participating Employer’s partial subsidization of such
\n coverages will remain in effect until the earlier of:<\/p>\n
(i) the expiration or earlier termination of the Employee’s
\n Severance Period, after which time the Participant may be
\n eligible to elect to continue coverage of those benefits
\n listed above that are provided under group health plans in
\n accordance with his or her rights under Section 4980B of the
\n Internal Revenue Code; or<\/p>\n
(ii) the Participant’s attainment of or eligibility to attain
\n health and welfare benefits through another employer after
\n which time the Participant may be eligible to elect to
\n continue coverage of those benefits listed above that are
\n provided under group health plans in accordance with his or
\n her rights under Section 4980B of the Internal <\/p>\n
5<\/p>\n
Revenue Code.<\/p>\n
6. STOCK OPTIONS.<\/p>\n
(a) Accelerated Vesting. Any portion of any outstanding incentive stock
\n options and nonqualified stock options that would have vested during
\n the 18-month period following the Termination Date had the Participant
\n remained an employee with the Participating Employer during such
\n 18-month period will vest as of the Termination Date. This Section 6(a)
\n applies only to options (i) granted to the Participant under the
\n Company’s 1993 Long-Term Executive Compensation Plan, or any successor
\n plan to its 1993 Long-Term Executive Compensation Plan, not less than 6
\n months prior to his or her Termination Date and (ii) outstanding at the
\n close of business on such Termination Date. The determination of
\n accelerated vesting under this Section 6(a) shall be made as of the
\n Termination Date and shall be based solely on any time-specific vesting
\n schedule included in the applicable stock option agreement without
\n regard to any accelerated vesting provision not related to the Plan in
\n such agreement.<\/p>\n
(b) Post-Termination Exercise Period. Subject to the expiration dates
\n and other terms of the applicable stock option agreements, the
\n Participant may elect to have the right to exercise any outstanding
\n incentive stock options and nonqualified stock options granted prior to
\n the Termination Date to the Participant under the Company’s 1984
\n Long-Term Executive Compensation Plan, its 1993 Long-Term Executive
\n Compensation Plan, or any successor plan to its 1993 Long-Term
\n Executive Compensation Plan that are vested as of the Termination Date
\n (or, if later, the Release Date), whether due to the operation of
\n Section 6(a), above, or otherwise, at any time during the Severance
\n Period and, except in the event that the Severance Period terminates
\n pursuant to Section 8(a), for a period up to 3 months after the end of
\n the Severance Period (notwithstanding Section 8). Any such election
\n shall apply to all outstanding incentive stock options and nonqualified
\n stock options, will be irrevocable and must be made in writing and
\n delivered to the Plan Administrator on or before the later of the
\n Termination Date or Release Date. If the Participant fails to make an
\n election, the Participant’s right to exercise such options will expire
\n 3 months after the Termination Date.<\/p>\n
(c) Stock Option Agreement Amendment. The operation of Sections 6(a)
\n and 6(b), above, are subject to the Participant’s execution of an
\n amendment to any affected stock option agreements.<\/p>\n
7. OUTPLACEMENT SERVICES. In addition to the benefits described above, career
\ntransition counseling or outplacement services may be provided upon the
\nParticipant’s Qualifying Termination. Such outplacement service will be provided
\nat the Participating Employer’s sole discretion. Outplacement services are
\ndesigned to assist employees in their search for new employment and to
\nfacilitate a smooth <\/p>\n
6<\/p>\n
transition between employment with the Participating Employer and employment
\nwith another employer. Any outplacement services provided under this Plan will
\nbe provided by an outplacement service chosen by the Participating Employer. The
\nParticipant is not entitled to any monetary payment in lieu of outplacement
\nservices.<\/p>\n
8. TERMINATION OF BENEFITS. Any right of a Participant to severance compensation
\nand benefits under the Plan, and all obligations of his or her Participating
\nEmployer to pay any unpaid severance compensation or provide benefits under the
\nPlan will terminate as of the day:<\/p>\n
(a) The Participant has engaged in any conduct described in Sections
\n 8(a)(i), 8(a)(ii), 8(a)(iii) or 8(a)(iv), below, as the same may be
\n limited pursuant to Section 8(a)(vi).<\/p>\n
(i) During the Severance Period, the Participant’s engagement
\n in, ownership of, or control of any interest in (except as a
\n passive investor in less than one percent of the outstanding
\n securities of publicly held companies), or acting as an
\n officer, director or employee of, or consultant, advisor or
\n lender to, any firm, corporation, partnership, limited
\n liability company, institution, business, government agency,
\n or entity that engages in any line of business that is
\n competitive with any Line of Business of the Company, provided
\n that this Section 8(a)(i) shall not apply to the Participant
\n if the Participant’s primary place of employment by a
\n subsidiary of the Company as of the Termination Date is in
\n either the State of California or the State of North Dakota.<\/p>\n
(ii) During the Severance Period, the Participant employs or
\n solicits for employment by any employer other than a
\n subsidiary of the Company any employee of any subsidiary of
\n the Company, or recommends any such employee for employment to
\n any employer (other than a subsidiary of the Company) at which
\n the Participant is or intends to be (A) employed, (B) a member
\n of the Board of Directors, (C) a partner, or (D) providing
\n consulting services.<\/p>\n
(iii) During the Severance Period, the Participant directly or
\n indirectly solicits or enters into any arrangement with any
\n person or entity which is, at the time of the solicitation, a
\n significant customer of a subsidiary of the Company for the
\n purpose of engaging in any business transaction of the nature
\n performed by such subsidiary, or contemplated to be performed
\n by such subsidiary, for such customer, provided that this
\n Section 8(a)(iii) shall only apply to customers for whom the
\n Participant personally provided services while employed by a
\n subsidiary of the Company or customers about whom or which the
\n Participant acquired material information while employed by a
\n subsidiary of the Company.<\/p>\n
7<\/p>\n
(iv) During the Severance Period, the Participant
\n misappropriates or improperly uses or discloses confidential
\n information of the Company and\/or its subsidiaries.<\/p>\n
(v) If the Participant engaged in any of the conduct described
\n in Sections 8(a)(i), 8(a)(ii), 8(a)(iii) or 8(a)(iv) during or
\n after Participant’s term of employment with a Participating
\n Employer, but prior to the commencement of the Severance
\n Period, and such engagement becomes known to the Participating
\n Employer during the Severance Period, such conduct shall be
\n deemed, for purposes of Sections 8(a)(i), 8(a)(ii), 8(a)(iii)
\n or 8(a)(iv) to have occurred during the Severance Period.<\/p>\n
(vi) If the Participant is a party to an employment contract
\n with a Participating Employer that contains a covenant or
\n covenants relating to the Participant’s engagement in conduct
\n that is the same as or substantially similar to the conduct
\n described in any of Sections 8(a)(i), 8(a)(ii), 8(a)(iii) or
\n 8(a)(iv), and any specific conduct regulated in such covenant
\n or covenants in such employment contract is more limited in
\n scope geographically or otherwise than the corresponding
\n specific conduct described in any of such Sections 8(a)(i),
\n 8(a)(ii), 8(a)(iii) or 8(a)(iv), then the corresponding
\n specific conduct addressed in the applicable Section 8(a)(i),
\n 8(a)(ii), 8(a)(iii) or 8(a)(iv) shall be limited to the same
\n extent as such conduct is limited in the employment contract
\n and the Participating Employer’s rights and remedy with
\n respect to such conduct under this Section 8 shall apply only
\n to such conduct as so limited.<\/p>\n
(b) The Participant is rehired by his or her Participating Employer or
\n hired by any other subsidiary of the Company.<\/p>\n
9. AMENDMENT AND TERMINATION. The Plan Sponsor reserves the right to amend the
\nPlan or to terminate the Plan and all benefits hereunder in their entirety at
\nany time.<\/p>\n
10. ADMINISTRATION OF PLAN. The Plan Administrator has the power and discretion
\nto construe the provisions of the Plan and to determine all questions relating
\nto the eligibility of employees of Participating Employers to become
\nParticipants in the Plan, and the amount of benefits to which any Participant
\nmay be entitled thereunder in accordance with the Plan. Not in limitation, but
\nin amplification of the foregoing and of the authority conferred upon the Plan
\nAdministrator, the Plan Sponsor specifically intends that the Plan Administrator
\nhave the greatest permissible discretion to construe the terms of the Plan and
\nto determine all questions concerning eligibility, participation and benefits.
\nAny such decision made by the Plan Administrator will be binding on all
\nEmployees, Participants, and Beneficiaries, and is intended to be subject to the
\nmost deferential standard of judicial review. Such standard of review is not to
\nbe affected by any <\/p>\n
8<\/p>\n
real or alleged conflict of interest on the part of the Plan Administrator. The
\ndecision of the Plan Administrator upon all matters within the scope of its
\nauthority will be final and binding.<\/p>\n
11. CLAIMS PROCEDURES.<\/p>\n
(a) FILING A CLAIM FOR BENEFITS. Participants are not required to
\n submit claim forms to initiate payment of benefits under this Plan. To
\n make a claim for benefits, individuals other than Participants who
\n believe they are entitled to receive benefits under this Plan and
\n Participants who believe they have been denied certain benefits under
\n the Plan must write to the Plan Administrator. These individuals and
\n such Participants are hereinafter referred to in this Section 11 as
\n “Claimants.” Claimants must notify the Plan Administrator if they will
\n be represented by a duly authorized representative with respect to a
\n claim under the Plan.<\/p>\n
(b) INITIAL REVIEW OF CLAIMS. The Plan Administrator will evaluate a
\n claim for benefits under the Plan. The Plan Administrator may solicit
\n additional information from the Claimant if necessary to evaluate the
\n claim. If the Plan Administrator denies all or any portion of the
\n claim, the Claimant will receive, within 90 days after the receipt of
\n the written claim, a written notice setting forth:<\/p>\n
(i) the specific reason for the denial;<\/p>\n
(ii) specific references to pertinent Plan provisions on which
\n the Plan Administrator based its denial;<\/p>\n
(iii) a description of any additional material and information
\n needed for the Claimant to perfect his or her claim and an
\n explanation of why the material or information is needed; and<\/p>\n
(iv) that any appeal the Claimant wishes to make of the
\n adverse determination must be in writing to the Plan
\n Administrator within 60 days after receipt of the notice of
\n denial of benefits. The notice must advise the Claimant that
\n his or her failure to appeal the action to the Plan
\n Administrator in writing within the 60-day period will render
\n the Plan Administrator’s determination final, binding and
\n conclusive. The notice must further advise the Claimant of his
\n or her right to bring a civil action under Section 502(a) of
\n ERISA following the exhaustion of the claims procedures
\n described herein.<\/p>\n
(c) APPEAL OF DENIED CLAIM AND FINAL DECISION. If the Claimant should
\n appeal to the Plan Administrator, the Claimant, or his or her duly
\n authorized representative, must submit, in writing, whatever issues and
\n comments the Claimant or his or her duly authorized representative
\n feels are <\/p>\n
9<\/p>\n
pertinent. The Claimant, or his or her duly authorized representative,
\n may review and request pertinent Plan documents. The Plan Administrator
\n will reexamine all facts related to the appeal and make a final
\n determination as to whether the denial of benefits is justified under
\n the circumstances. The Plan Administrator will advise the Claimant in
\n writing of its decision within 60 days of the Claimant’s written
\n request for review, unless special circumstances (such as a hearing)
\n require an extension of time, in which case the Plan Administrator will
\n make a decision as soon as possible, but no later than 120 days after
\n its receipt of a request for review.<\/p>\n
12. PLAN FINANCING. The benefits to be provided under the Plan will be paid by
\nthe applicable Participating Employer, as incurred, out of the general assets of
\nsuch Participating Employer.<\/p>\n
13. GENERAL INFORMATION. The Plan’s records are maintained on a calendar year
\nbasis. The Plan Number is 509. The Plan is self-administered and is considered a
\nseverance plan.<\/p>\n
14. GOVERNING LAW. The Plan is established in the State of Missouri. To the
\nextent federal law does not apply, any questions arising under the Plan will be
\ndetermined under the laws of the State of Missouri.<\/p>\n
15. ENFORCEABILITY; SEVERABILITY. If a court of competent jurisdiction
\ndetermines that any provision of the Plan is not enforceable, then such
\nprovision shall be enforceable to the maximum extent possible under applicable
\nlaw, as determined by such court. The invalidity or unenforceabilty of any
\nprovision of the Plan, as determined by a court of competent jurisdiction, will
\nnot affect the validity or enforceability of any other provision of the Plan and
\nall other provisions will remain in full force and effect.<\/p>\n
16. WITHHOLDING OF TAXES. The applicable Participating Employer may withhold
\nfrom any benefit payable under the Plan all federal, state, city or other taxes
\nas may be required pursuant to any law, governmental regulation or ruling. The
\nParticipant shall pay upon demand by the Company or the Participating Employer
\nany taxes required to be withheld or collected by the Company or the
\nParticipating Employer upon the exercise by the Participant of a nonqualified
\nstock option granted under the Company’s 1984 Long-Term Executive Compensation
\nPlan or its 1993 Long-Term Executive Compensation Plan. If the Participant fails
\nto pay any such taxes associated with such exercise upon demand, the
\nParticipating Employer shall have the right, but not the obligation, to offset
\nsuch taxes against any unpaid severance compensation under this Plan.<\/p>\n
17. NOT AN EMPLOYMENT AGREEMENT. Nothing in the Plan gives an Employee any
\nrights (or imposes any obligations) to continued employment by his or her
\nParticipating Employer or other subsidiary of the Company, nor does it give such
\nParticipating Employer any rights (or impose any obligations) for the continued<\/p>\n
10<\/p>\n
performance of duties by the Employee for the Participating Employer or any
\nother subsidiary of the Company.<\/p>\n
18. NO ASSIGNMENT. The Employee’s right to receive payments of severance
\ncompensation and benefits under the Plan are not assignable or transferable,
\nwhether by pledge, creation of a security interest, or otherwise. In the event
\nof any attempted assignment or transfer contrary to this section, the applicable
\nParticipating Employer will have no liability to pay any amount so attempted to
\nbe assigned or transferred.<\/p>\n
19. SERVICE OF PROCESS. The Secretary of the Plan Administrator is designated as
\nagent for service of legal process. Service of legal process may be made upon
\nthe Secretary of the Plan Administrator at:<\/p>\n
HRB Management, Inc.
\n Attn: Secretary
\n 4400 Main Street
\n Kansas City, Missouri 64111<\/p>\n
20. STATEMENT OF ERISA RIGHTS. As a participant in the Plan, you are entitled to
\ncertain rights and protections under ERISA, which provides that all Plan
\nParticipants are entitled to:<\/p>\n
(a) examine without charge, at the Plan Administrator’s office, all
\n documents governing the Plan and a copy of the latest annual report
\n (Form 5500 Series) filed by the Plan with the U.S. Department of Labor
\n and available at the Public Disclosure Room of the Pension and Welfare
\n Benefit Administration;<\/p>\n
(b) obtain, upon written request to the Plan Administrator, copies of
\n documents governing the operation of the Plan, copies of the latest
\n annual report (Form 5500 Series) and an updated summary plan
\n description. The Plan Administrator may make a reasonable charge for
\n the copies; and<\/p>\n
(c) receive a summary of the Plan’s annual financial report if required
\n to be filed for the year. The Plan Administrator is required by law to
\n furnish each participant with a copy of this summary annual report if
\n an annual report is required to be filed for the year.<\/p>\n
In addition to creating rights for Plan Participants, ERISA imposes
\nduties upon the people who are responsible for the operation of the Plan. The
\npeople who operate your Plan, called “fiduciaries” of the Plan, have a duty to
\ndo so prudently and in the interest of you and other Plan Participants and
\nbeneficiaries. No one, including your Participating Employer or any other
\nperson, may fire you or otherwise discriminate against you in any way to prevent
\nyou from obtaining a welfare benefit or exercising your rights under ERISA.<\/p>\n
11<\/p>\n
If your claim for a welfare benefit is denied or ignored, in whole or
\nin part, you have the right to know why this was done, to obtain copies of
\ndocuments relating to the decision without charge, and to appeal any denial, all
\nwithin certain time schedules.<\/p>\n
Under ERISA, there are steps you can take to enforce the above rights.
\nFor instance, if you request a copy of plan documents or the latest annual
\nreport from the Plan and do not receive them within 30 days, you may file suit
\nin a Federal court. In such a case, the court may require the Plan Administrator
\nto provide the materials to you and pay you up to $110 a day until you receive
\nthe materials, unless the materials were not sent because of reasons beyond the
\ncontrol of the Plan Administrator. If you have a claim for benefits that is
\ndenied or ignored, in whole or in part, you may file suit in a state or Federal
\ncourt. If it should happen that you are discriminated against for asserting your
\nrights, you may seek assistance from the U. S. Department of Labor, or you may
\nfile suit in a Federal court. The court will decide who should pay court costs
\nand legal fees. If you are successful, the court may order the person you have
\nsued to pay these costs and fees. If you lose, the court may order you to pay
\nthese costs and fees, for example, if it finds your claim is frivolous.<\/p>\n
If you have any questions about the Plan, you should contact the Plan
\nAdministrator. If you have questions about this statement or about your rights
\nunder ERISA, or if you need assistance in obtaining documents from the Plan
\nAdministrator, you should contact the nearest office of the Pension and Welfare
\nBenefits Administration, U.S. Department of Labor, listed in your telephone
\ndirectory or the Division of Technical Assistance and Inquiries, Pension and
\nWelfare Benefits Administration, U.S. Department of Labor, 200 Constitution
\nAvenue N.W., Washington, D.C. 20210. You may also obtain certain publications
\nabout your rights and responsibilities under ERISA by calling the publications
\nhotline of the Pension and Welfare Benefits Administration.<\/p>\n
12<\/p>\n
IN WITNESS WHEREOF, HRB Management, Inc. adopts this Severance Plan effective
\nthis 23rd day of April, 2001.<\/p>\n
HRB MANAGEMENT, INC.<\/p>\n
\/s\/ Mark A. Ernst
\n ————————————–
\n Mark A. Ernst
\n President and Chief Executive Officer<\/p>\n
13<\/p>\n
SCHEDULE A<\/p>\n
PARTICIPATING EMPLOYERS<\/p>\n
Block Financial Corporation<\/p>\n
Financial Marketing Services, Inc.<\/p>\n
Franchise Partner, Inc.<\/p>\n
H&R Block Investments, Inc.<\/p>\n
H&R Block Services, Inc. and its U.S.-based direct and indirect subsidiaries<\/p>\n
HRB Business Services, Inc.<\/p>\n
HRB Management, Inc.<\/p>\n
HRB Retail Services, Inc.<\/p>\n
Olde Financial Corporation and its U.S.-based direct and indirect subsidiaries,
\nwhich subsidiaries include H&R Block Financial Advisors, Inc.<\/p>\n
14<\/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-39436","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\/39436","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=39436"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39436"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39436"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39436"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}