{"id":39914,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-s-agreement-h-amp-r-block-tax-services-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-s-agreement-h-amp-r-block-tax-services-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-s-agreement-h-amp-r-block-tax-services-inc-and.html","title":{"rendered":"Executive&#8217;s Agreement &#8211; H&#038;R Block Tax Services Inc. and Thomas L. Zimmerman"},"content":{"rendered":"<pre>                              EXECUTIVE'S AGREEMENT\n\n         THIS EXECUTIVE'S AGREEMENT ('AGREEMENT') is made and entered into as of\nthe 20th day of January, 1998 ('Employment Date') between H&amp;R BLOCK TAX\nSERVICES, INC., a Missouri corporation ('Company'), and Thomas L. Zimmerman\n('Executive').\n\n         In consideration of the mutual covenants and consideration hereinafter\nset forth, the Company and the Executive (collectively, the 'Parties') agree as\nfollows:\n\n         1. Employment\n\n         Executive is hereby employed by the Company as President-H&amp;R Block Tax\nServices, Inc. The Company reserves the right, in its sole discretion, to change\nthe title and\/or job description of Executive at any time.\n\n         2. Term\n\n         Unless terminated sooner as provided below, the term of this Agreement\nwill end May 31 next following the Employment Date ('Initial Term'), but will\nextend automatically from year to year thereafter (each such year a 'Renewal\nTerm'); provided, however, that either Party may terminate this Agreement and\nevery Renewal Term on any May 31, upon written notice given to the other Party\nat least 15 days prior to that May 31.\n\n         3. Salary\n\n         Executive's salary for the Initial Term and each Renewal Term will be\nat an annual rate of $275,000 ('Salary'), payable in approximately equal\nsemi-monthly installments commencing September 1, 1997. The Company may in its\nsole discretion and without the need to amend this Agreement increase\nExecutive's Salary at any time.\n\n         4. Short Term Incentive Compensation.\n\n         In addition to Salary as provided for in Section 3 above, Executive may\nbe entitled to participate in a short term incentive compensation program, as\nany such program exists, in the Initial Term or any Renewal Terms. The existence\nof any such short term incentive compensation program, the factors upon which\nany such short term incentive compensation is contingent, and the circumstances\nunder which it is paid may be determined by the Company from year to year.\n\n         5. Duties\n\n         The duties of Executive are generally described in the job description\nprovided to Executive on or before the Employment Date. The Company reserves the\nright to modify, delete, add, or otherwise change Executive's job\nresponsibilities and job description, in its sole discretion, at any time.\nExecutive shall perform such other duties, which may be beyond the scope of the\njob description, as are assigned to him or her by the Company from time to time.\nExecutive shall devote his or her full productive time \n\n\n\n\n\n\nand abilities to the efficient management of the Company and to carrying out his\nor her duties as specified above, and shall not participate in any conflicting\nactivity. Executive must receive prior written consent of the Company before\naccepting any other employment during the term of this Agreement.\n\n         Executive shall conduct all business in accordance with the law\n(including, but not limited to, state and federal wage and hour laws) and the\nH&amp;R Block, Inc. Code of Business Ethics and Conduct, which Executive\nacknowledges having read and understood. Executive also understands that the\nCompany's business is subject to governmental regulation, some of which may\nrequire Executive to submit to background investigation as a condition of the\nCompany's participation in certain activities subject to such regulation. If\nExecutive, the Company, H&amp;R Block, Inc., and\/or the other direct or indirect\nsubsidiaries of H&amp;R Block, Inc. (the Company, each such subsidiary and H&amp;R\nBlock, Inc. an 'H&amp;R Block Affiliate') are unable to participate, in whole or in\npart, in any such activity as the result of any action or inaction on the part\nof Executive, then this Agreement and Executive's employment may be terminated\nby the Company without notice.\n\n         6. Confidential Information\n\n         The Company has spent many years developing its business and believes\nthat its methods of operation are unique within its industry and constitute\ntrade secrets and confidential business information. In the course of\nExecutive's employment with the Company, Executive has and will be given access\nto trade secrets and confidential business information of the Company and H&amp;R\nBlock Affiliates, including, but not limited to: methods of operation and\ndistribution; its Operations Manual and other similar manuals; procedures and\nprocesses related to electronic filing and refund anticipation loans; plans and\nstrategies relating to marketing, advertising, the development of products and\nservices, and other long and short term strategic plans; terms and conditions of\ncontracts with any person or entity; forecasts; potential business acquisitions\nor dispositions; financial cost and price information; lists, names, addresses,\ntelephone numbers or other identifying information of customers and\/or employees\nof either the Company or any other H&amp;R Block Affiliate; software; systems; and\nmarketing databases. Executive acknowledges that he or she possesses or has\naccess to such trade secrets and confidential business information, which could\nbe used to substantially injure the Company and other H&amp;R Block Affiliates in\ntheir present and future operations and expansions. Therefore, while this\nAgreement is in effect and for a period of two years thereafter, Executive shall\nnot, without the Company's prior written authorization, directly or indirectly\nmake known, divulge or communicate to any person or entity any trade secrets or\nconfidential business information of the Company or any other H&amp;R Block\nAffiliate, including, but not limited to, the items listed in the first and\nsecond sentences of this Section 6, or use such trade secrets and confidential\nbusiness information for any reason other than to enable Executive to properly\nand completely perform his or her duties hereunder. The running of the two year\nperiod shall be suspended during any period of violation and\/or any period of\ntime required to enforce this covenant by litigation.\n\n         Executive shall not, at any time during or after the term of this\nAgreement, without the Company's prior written authorization, make copies of,\nreproduce or remove \n\n\n\n\n                                       2\n\n\n\n\n\nfrom offices of any H&amp;R Block affiliate any lists, computer disks, files,\ndocuments or other items containing names, addresses, or telephone numbers or\nother identifying information of one or more customers and\/or employees of\neither the Company or any other H&amp;R Block Affiliate or any other trade secrets\nor confidential business information of the Company or any other H&amp;R Block\nAffiliate. Executive acknowledges that there are restrictions and limitations\nestablished by section 7216 of the Internal Revenue Code of 1986, as amended,\nand the regulations thereunder, pertaining to the use and\/or disclosure of\nconfidential tax return information of the Company's customers. Executive will\nnot at any time disclose or use any such confidential tax return information in\nviolation of the law.\n\n         7. Covenant Against Competition\n\n         During the term of this Agreement, Executive shall not, anywhere in the\nUnited States of America, directly or indirectly (whether as owner, employee,\nagent, partner, stockholder, officer, director or in any other capacity),\nsolicit, accept or in any way establish or engage in any business for the\npreparation or electronic filing of tax returns or provision of other services\nor products that are offered in the offices operated by the Company and its\nsubsidiaries. For a period of two years after termination of this Agreement,\nExecutive shall not, directly or indirectly (whether as owner, employee, agent,\npartner, stockholder, officer, director or in any other capacity), solicit,\naccept or in any way establish or engage in any business for the preparation or\nelectronic filing of tax returns or provision of other services or products that\nare offered in more than fifty percent of the offices operated by the Company\nand its subsidiaries. The running of the two year period shall be suspended\nduring any period of violation and\/or any period of time required to enforce\nthis covenant by litigation.\n\n         8. Covenant Against Solicitation\n\n         During the term of this Agreement and for a period of two years\nthereafter, Executive shall not, directly or indirectly solicit, divert or take\naway any of the employees, customers, third party contractors (or any contracts\nor arrangements therewith) or patronage of the Company or any H&amp;R Block\nAffiliate anywhere within the United States of America. The running of the two\nyear period shall be suspended during any period of violation and\/or any period\nof time required to enforce this covenant by litigation.\n\n         9. Injunctive Relief\n\n         Executive recognizes that because of his or her access to trade secrets\nand confidential business information and his or her substantial training and\nexperience with the Company, irreparable injury to the Company and\/or one or\nmore H&amp;R Block Affiliates would result from his or her violation of any\nprovision of Sections 6, 7, or 8 of this Agreement. Executive therefore agrees\nthat, in addition to and without limitation of any right the Company may have\nunder this Agreement or under common law, any such violation shall be the proper\nsubject matter for injunctive relief. The provisions of Sections 6, 7, 8, and 9\nshall survive termination of this Agreement and shall be enforceable in\naccordance with their terms.\n\n\n\n\n                                       3\n\n\n\n\n         10. Litigation\n\n         In the event of litigation arising out of a breach of this Agreement by\nExecutive, the ultimately prevailing party shall be entitled to payment by the\nultimately nonprevailing party of its reasonable costs and attorneys' fees,\nincluding, but not limited to, such fees incurred during any such litigation on\nappeal.\n\n         11. Termination Upon Default\n\n         The Company may, at any time, at its option, terminate this Agreement\nand the employment of Executive without notice in the event of:\n\n         (a) Executive's misconduct that interferes with or prejudices the\n         proper conduct of the Company's business or which may reasonably result\n         in harm to the reputation of the Company and\/or any other H&amp;R Block\n         Affiliate; or\n\n         (b) Executive's disobedience, insubordination or failure to discharge\n         his or her duties; or\n\n         (c) Executive's breach of any of the provisions of Sections 6, 7, or 8\n         of this Agreement; or\n\n         (d) Executive's suspension by the Internal Revenue Service from\n         participation in the Electronic Filing Program; or\n\n         (e) The inability of an H&amp;R Block Affiliate to participate, in whole or\n         in part, in any activity subject to governmental regulation as the\n         result of any action or inaction on the part of Executive, as described\n         in the last paragraph of Section 5 of this Agreement.\n\n         In the event of a breach of a type not specifically enumerated in (a)\nthrough (e) of this Section 11 by Executive of any of his or her obligations\nunder this Agreement or in the event of a failure by Executive to perform his or\nher duties in a manner which the Company, in its sole judgment, considers to be\ndiligent and competent, and if such breach or failure continues for more than 10\ndays after notice from the Company or is not corrected to the satisfaction of\nthe Company within said 10 day period, then the Company may, at its option,\nterminate this Agreement and the employment of Executive.\n\n         If Executive's services are terminated pursuant to paragraphs (a), (b),\n(c), (d) or (e) of this Section 11, his or her compensation shall then\nautomatically cease, except as to any short term incentive compensation to which\nhe or she may be entitled on the date of termination. If Executive's services\nare terminated for any reason other than pursuant to paragraphs (a), (b), (c),\n(d) or (e) of this Section 11 or Section 12, upon Executive's execution of a\nrelease of all claims arising out of his or her employment (except claims for\nsalary owed at the time of termination, any short term incentive compensation to\nwhich Executive may be entitled at the time of termination or pursuant to this\nSection 11, and any severance pay provided for in this Section 11), the Company\nshall pay to \n\n\n\n\n\n                                       4\n\n\n\n\nExecutive (i) severance pay in the amount of one month's salary for each year of\nservice with the Company or any other H&amp;R Block Affiliate, up to a maximum of 12\nmonths' salary, and (ii) if such termination occurs between November 1 and May\n31 of any year, any short term incentive compensation to which Executive would\nhave been entitled, had he or she continued to be employed through May 31 of\nsuch year. Any severance pay shall be based upon Executive's annual rate of\nSalary in effect on the date of termination. Any severance pay to which\nExecutive is entitled pursuant to this paragraph shall be paid by the Company\nwithin 30 days after termination in a lump sum, and any short term incentive\ncompensation to which Executive is entitled pursuant to this paragraph shall be\npaid by the Company within 30 days after the amount is calculated by the\nCompany.\n\n         12. Death\n\n         In the event of Executive's death, this Agreement shall terminate as of\nthe last day of the month during which death occurs. Executive's compensation\nhereunder shall automatically cease upon the date of the termination of this\nAgreement, except as to any short term incentive compensation that he or she may\nbe entitled on the date of termination.\n\n         13. Severability\n\n         It is intended that each Section, paragraph, clause or provision\n(collectively, 'Provisions') of this Agreement be viewed as separate and\ndivisible, and that, in the event that any Provision is held to be void,\ninvalid, unenforceable or restricted by law or by applicable court decision in\nany locality or state, such Provision shall be ineffective to the extent of such\nvoidness, invalidity, unenforceability or restriction without in any way\nvoiding, invalidating, rendering unenforceable, restricting or affecting the\nremaining Provisions, and without voiding, invalidating, rendering\nunenforceable, restricting or affecting such Provisions within states or\nlocalities where not prohibited, invalidated or restricted by law or court\ndecree. Should any time or geographic restriction contained in Sections 6, 7, or\n8 be deemed unreasonable and therefore unenforceable, such restrictions shall be\nreduced to enforceable limitations and the remaining Provisions shall continue\nto be in full force and effect.\n\n         14. Notices\n\n         All notices required or desired to be given hereunder shall be in\nwriting and shall be deemed served and delivered for all purposes if delivered\nin person or mailed, postage prepaid, to Executive at his or her last known\naddress contained in Company records and to the Company at 4400 Main Street,\nKansas City, Missouri 64111, or at such other place as either Party may\ndesignate to the other in writing from time to time. Any notice given by mail\nshall be deemed given as of the date it is so mailed and postmarked or received\nby nationally recognized overnight courier for delivery.\n\n         15. Binding Effect\n\n         This Agreement is the entire agreement between the Parties, superseding\nand canceling any prior employment or Executive's agreement between them, oral\nor \n\n\n\n\n                                       5\n\n\n\nwritten. No amendment or supplement hereto shall be valid unless in writing\nand signed by the Parties. This Agreement shall be governed by the laws of the\nState of Missouri and is effective only when executed by the President of the\nCompany and approved in writing by the President and Chief Executive Officer of\nH&amp;R Block, Inc.\n\n         The Parties have executed this Agreement in triplicate, as of the day\nand year first above written.\n\n\n\nH&amp;R BLOCK TAX SERVICES, INC.\n\n\n\nBy:\/s\/ Thomas L. Zimmerman                           \/s\/Thomas L. Zimmerman     \n   -----------------------                           ----------------------     \n        President                                    Executive\n\n\n\nAPPROVED:\n\n\n\n\n\n\/s\/ Frank L. Salizzoni         11-1-99    \n--------------------------------------    \n\nPresident and Chief Executive Officer\nH&amp;R Block, Inc.\n\n\n\n\n                                       6\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-39914","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\/39914","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=39914"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39914"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39914"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39914"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}