{"id":40553,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/short-term-incentive-plan-h-amp-r-block-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"short-term-incentive-plan-h-amp-r-block-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/short-term-incentive-plan-h-amp-r-block-inc.html","title":{"rendered":"Short-Term Incentive Plan &#8211; H&#038;R Block Inc."},"content":{"rendered":"<pre>                       H&amp;R BLOCK SHORT-TERM INCENTIVE PLAN\n                                  (AS AMENDED)\n\n                                    ARTICLE I\n\n                                     GENERAL\n\n\n\nSection 1.1 Purpose.\n\n     The purpose of the H&amp;R Block Short-Term Incentive Plan (the \"Plan\") is to\nattract and retain highly qualified individuals as executive officers; to obtain\nfrom each the best possible performance in order to achieve particular business\nobjectives established for H&amp;R Block, Inc. (the \"Company\") and its subsidiaries;\nand to include in their compensation package a bonus component intended to\nqualify as performance-based compensation under Section 162(m) of the Internal\nRevenue Code of 1986, as amended (the \"Code\"), which compensation would be\ndeductible by the Company under the Code.\n\nSection 1.2 Administration.\n\n     The Plan shall be administered by the Compensation Committee of the\nCompany's Board of Directors (the \"Committee\") consisting of at least two\nmembers, each of which shall be an \"outside director\" within the meaning of\nSection 162(m) of the Code. The Committee shall adopt such rules and guidelines\nas it may deem appropriate in order to carry out the purpose of the Plan. All\nquestions of interpretation, administration and application of the Plan shall be\ndetermined by a majority of the members of the Committee then in office, except\nthat the Committee may authorize any one or more of its members, or any officer\nof the Company, to execute and deliver documents on behalf of the Committee. The\ndetermination of the majority shall be final and binding in all matters relating\nto the Plan. The Committee shall have authority to determine the terms and\nconditions of the Awards granted to eligible persons specified in Section 1.3\nbelow.\n\nSection 1.3 Eligibility.\n\n     Awards may be granted only to employees of the Company or any of its\nsubsidiaries who are at the level of Assistant Vice President or at a more\nsenior level and who are selected for participation in the Plan by the\nCommittee. A qualifying employee so selected shall be a \"Participant\" in the\nPlan.\n\n                                   ARTICLE II\n\n                                     AWARDS\n\nSection 2.1 Awards.\n\n     The Committee may grant annual performance-based awards (\"Awards\") to\nParticipants with respect to each fiscal year of the Company, or a portion\nthereof (each such fiscal year or a portion thereof to constitute a \"Performance\nPeriod\"), subject to the terms and conditions of the Plan. Awards shall be in\nthe form of cash compensation. Within 90 days after the beginning of a\nPerformance Period, the Committee shall establish (a) performance goals and\nobjectives (\"Performance Targets\") for the Company and the subsidiaries and\ndivisions thereof for such \n\n\n   2\n\n\nPerformance Period, (b) target awards (\"Target Awards\") for each Participant,\nwhich shall be a specified dollar amount, and (c) schedules or other objective\nmethods for determining the applicable performance percentage (\"Performance\nPercentage\") to be multiplied by each portion of the Target Award to which a\nPerformance Target relates in arriving at the actual Award payout amount\npursuant to Section 2.4 (\"Performance Schedules\"). The Committee shall specify\nthe Performance Targets applicable to each Participant for each Performance\nPeriod and shall further specify the portion of the Target Award to which each\nPerformance Target shall apply. In no event shall a Performance Schedule include\na Performance Percentage in excess of 200%.\n\nSection 2.2 Performance Targets.\n\n     Performance Targets established by the Committee each year shall be based\nof one or more of the following business criteria: (a) earnings, (b) revenues,\n(c) sales of products, services or accounts, (d) numbers of income tax returns\nprepared, (e) margins, (f) earnings per share, (g) return on equity, (h) return\non capital, and (i) total shareholder return. For any Performance Period,\nPerformance Targets may be measured on an absolute basis or relative to internal\ngoals, or relative to levels attained in fiscal years prior to the Performance\nPeriod.\n\nSection 2.3 Employment Requirement.\n\n     To be eligible to receive payment of an Award, the Participant must have\nremained in the continuous employ of the Company or its subsidiaries through the\nend of the applicable Performance Period, provided that, in the event that the\nParticipant's employment terminates during the Performance Period due to death,\ndisability or retirement, the Committee may, at its sole discretion, authorize\nthe Company or the applicable subsidiary to pay in full or on a prorated basis\nan Award determined in accordance with Sections 2.4 and 2.5. For purposes of\nthis Section 2.3, (a) \"disability\" shall be as defined in the employment\npractices or policies of the applicable subsidiary of the Company in effect at\nthe time of termination of employment, and (b) \"retirement\" shall mean\ntermination of employment with all subsidiaries of the Company by the\nParticipant after either attainment of age 65 or attainment of age 55 and the\ncompletion of at least ten (10) years of employment with the Company or its\nsubsidiaries.\n\nSection 2.4 Determination of Awards.\n\n     In the manner required by Section 162(m) of the Code, the Committee shall,\npromptly after the date on which the necessary financial or other information\nfor a particular Performance Period becomes available, certify the extent to\nwhich Performance Targets have been achieved. Using the Performance Schedules,\nthe Committee shall determine the Performance Percentage applicable to each\nPerformance Target and multiply the portion of the Target Award to which the\nPerformance Target relates by such Performance Percentage in order to arrive at\nthe actual Award payout for such portion.\n\n     At the time that Target Awards are determined, the Committee may specify\nthat the Performance Percentage attributable to any one or more portions of a\nParticipant's Target Award may not exceed the Performance Percentage\nattributable to any other portion of the Participant's Target Award. In the\nevent such specification is made, actual Award payouts shall be determined\naccordingly.\n\n\n\n                                       2\n   3\n\n\n\nSection 2.5 Limitations on Awards.\n\n     The aggregate amount of all Awards under the Plan to any Participant for\nany Performance Period shall not exceed $1,000,000.\n\nSection 2.6 Payment of Awards.\n\n     Payment of Awards shall be made by the Company or the applicable employer\nsubsidiary as soon as administratively practical following the certification by\nthe Committee of the extent to which the applicable Performance Targets have\nbeen achieved and the determination of the actual Awards in accordance with\nSections 2.4 and 2.5. All Awards under the Plan are subject to withholding,\nwhere applicable, for federal, state and local taxes.\n\nSection 2.7 Adjustment of Awards.\n\n     In the event of the occurrence during the Performance Period of any\nrecapitalization, reorganization, merger, acquisition, divestiture,\nconsolidation, spin-off, split-off, combination, liquidation, dissolution, sale\nof assets, other similar corporate transaction or event, any changes in\napplicable tax laws or accounting principles, or any unusual, extraordinary or\nnonrecurring events involving the Company which distorts the performance\ncriteria applicable to any Performance Target, the Committee shall adjust the\ncalculation of the performance criteria, and the applicable Performance Targets\nas is necessary to prevent reduction or enlargement of Participants' Awards\nunder the Plan for such Performance Period attributable to such transaction or\nevent. Such adjustments shall be conclusive and binding for all purposes.\n\n                                   ARTICLE III\n\n                                  MISCELLANEOUS\n\nSection 3.1  No Rights to Awards or Continued Employment.\n\n     No employee of the Company or any of its subsidiaries shall have any claim\nor right to receive Awards under the Plan. Neither the Plan nor any action taken\nunder the Plan shall be construed as giving any employee any right to be\nretained by the Company or any subsidiary of the Company.\n\nSection 3.2 No Limits on Other Awards and Plans.\n\n     Nothing contained in this Plan shall prohibit the Company or any of its\nsubsidiaries from establishing other special awards or incentive compensation\nplans providing for the payment of incentive compensation to employees of the\nCompany and its subsidiaries, including any Participants.\n\nSection 3.3 Restriction on Transfer.\n\n     The rights of a Participant with respect to Awards under the Plan shall not\nbe transferable by the Participant otherwise than by will or the laws of descent\nand distribution.\n\n\n\n                                       3\n   4\n\n\nSection 3.4 Source of Payments.\n\n     The Company and its subsidiaries shall not have any obligation to establish\nany separate fund or trust or other segregation of assets to provide for\npayments under the Plan. To the extent any person acquires any rights to receive\npayments hereunder from the Company or any of its subsidiaries, such rights\nshall be no greater than those of an unsecured creditor.\n\nSection 3.5  Effective Date; Term; Amendment.\n\n     The Plan is effective as of June 19, 1996, subject to approval by the\nCompany's shareholders at the Company's 1996 annual meeting of shareholders, and\nshall remain in effect until such time as it shall be terminated by the Board of\nDirectors of the Company. If approval of the Plan meeting the requirements of\nSection 162(m) of the Code is not obtained at the 1996 annual meeting of\nshareholders of the Company, then the Plan shall not be effective and any Award\nmade on or after June 19, 1996, shall be void ab initio. The Board of Directors\nmay at any time and from time to time alter, amend, suspend or terminate the\nPlan in whole or in part.\n\nSection 3.6 Prohibited or Unenforceable Provisions.\n\n     Any provision of the Plan that is prohibited or unenforceable shall be\nineffective to the extent of such prohibition or unenforceability without\ninvalidating the remaining provisions of the Plan.\n\nSection 3.7 Section 162(m) Provisions.\n\n     Any Awards under the Plan shall be subject to the applicable restrictions\nimposed by Code Section 162(m) and the Treasury Regulations promulgated\nthereunder, notwithstanding any other provisions of the Plan to the contrary.\n\nSection 3.8 Governing Law.\n\n     The Plan and all rights and Awards hereunder shall be construed in\naccordance with and governed by the laws of the State of Missouri.\n\n\n\n                                       4\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":[9539,9546],"class_list":["post-40553","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-h-r-block-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40553","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=40553"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40553"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40553"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40553"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}