{"id":40636,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-plan-for-non-employee-directors-h-amp-r-block-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-plan-for-non-employee-directors-h-amp-r-block-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-plan-for-non-employee-directors-h-amp-r-block-inc.html","title":{"rendered":"Stock Plan for Non-Employee Directors &#8211; H&#038;R Block Inc."},"content":{"rendered":"<pre>                              H&amp;R BLOCK STOCK PLAN\n                           FOR NON-EMPLOYEE DIRECTORS\n                       (As Amended Through August 1, 2001)\n\nARTICLE I - PURPOSE OF THE PLAN\n\n1.1 Purpose of Plan. H&amp;R Block, Inc. (the \"Company\") adopts the H&amp;R Block Stock\nPlan for Non-Employee Directors (the \"Plan\") to provide for payment in shares of\nthe Company's Common Stock, without par value (\"Stock\"), of the retainers and\nmeeting fees of members of the Board of Directors of the Company who are not\nemployees of the Company or any of its affiliates or subsidiaries (\"Non-Employee\nDirectors\"), on a deferred basis. The Plan also provides for an optional award\nof Stock Units (as defined in Section 3.1) to directors participating in the H&amp;R\nBlock, Inc. Retirement Plan for Non-Employee Directors (\"Retirement Plan\") upon\nthe termination of the Retirement Plan and in lieu of benefits under such\nRetirement Plan. The Plan is intended to provide Non-Employee Directors with a\nlarger equity interest in the Company, to enhance the identity of interests\nbetween Non-Employee Directors and the shareholders of the Company, and to\nassist the Company in attracting and retaining well-qualified individuals to\nserve as Non-Employee Directors.\n\nARTICLE II -  ELIGIBILITY AND PARTICIPATION\n\n2.1 Eligibility and Participation. Only Non-Employee Directors shall be eligible\nto participate in the Plan, provided that, if a Non-Employee Director becomes an\nemployee of the Company or one or more of its affiliates or subsidiaries after\nhe or she commences participation in the Plan, he or she shall remain eligible\nand shall continue to participate in the Plan until his or her service as a\ndirector of the Company terminates and all benefits under the Plan are paid. An\neligible Plan participant may be referred to herein as \"Participant.\"\n\nARTICLE III - STOCK UNITS AND DIRECTOR COMPENSATION DEFERRAL ELECTIONS\n\n3.1 Retainers Payable in Stock Units. Each Non-Employee Director may elect to\nhave his or her director retainer fee that is payable in quarterly installments,\nor in any other manner (determined without regard to the Plan)(the \"Retainer\")\npaid in units (\"Stock Units\"), with each Stock Unit equivalent to one share of\nStock, and deferred in accordance with the Non-Employee Director's deferral\nelection.\n\n3.2 Meeting Fees Payable in Stock Units. Each Non-Employee Director may elect to\nhave fees for attendance at meetings of the Company's Board of Directors and\/or\ncommittees thereof (determined without regard to the Plan) (\"Meeting Fees\") paid\nin Stock Units and deferred in accordance with the Non-Employee\n\n\n                                       1\n\n\nDirector's deferral election.\n\n3.3 Deferral Elections. An election under either Section 3.1 or 3.2 to have\nRetainer or Meeting Fees, as the case may be, paid in Stock Units and deferred\nmust be made in writing and delivered to the Company prior to the start of the\ncalendar year in which the Retainer or Meeting Fees would otherwise be paid (but\nfor the deferral election) and such election will be irrevocable for the\naffected calendar year. To participate in the Plan during the calendar year in\nwhich the Plan becomes effective, the Non-Employee Director must make an\nelection to defer Retainer and\/or Meeting Fees for services to be performed\nsubsequent to the election within 30 days after the Effective Date (as defined\nin Section 13.1) and such election will be irrevocable for the remainder of the\naffected calendar year. To participate in the Plan during the first calendar\nyear in which a Non-Employee Director becomes eligible to participate in the\nPlan, the new Non-Employee Director must make an election to defer Retainer\nand\/or Meeting Fees for services to be performed subsequent to the election\nwithin 30 days after the date he or she becomes eligible and such election will\nbe irrevocable for the remainder of the affected calendar year. Each election\nshall remain in effect until revoked in writing, and any such revocation shall\nbecome effective no earlier than the first day of the first calendar year\ncommencing after such revocation is received by the Company.\n\n3.4 Crediting Stock Units to Accounts. Amounts deferred by a Non-Employee\nDirector pursuant to Section 3.3 shall be credited in Stock Units as of the date\nthat payment would otherwise have been made in cash to a bookkeeping account\nmaintained by the Company for such Participant (\"Account\"). The number of Stock\nUnits credited to an Account with respect to any Non-Employee Director shall\nequal the amount deferred divided by the Fair Market Value of one share of Stock\non the date on which such cash amount would have been paid but for the deferral\nelection pursuant to Section 3.3. For purposes of the Plan, the \"Fair Market\nValue\" of Stock on any business day shall be the average of the high and low\nsales prices quoted for such Stock on the New York Stock Exchange Composite\nListing on the day in question, or if there was no quotation on such date, on\nthe next preceding business day on which there was such a quotation. To the\nextent that the application of any formula described in this Section 3.4 does\nnot result in a whole number of shares of Stock, the result shall be rounded\nupwards to the next whole number such that no fractional shares of Stock shall\nbe issued under the Plan.\n\n3.5 Fully Vested Stock Units. All Stock Units credited to a Participant's\nAccount pursuant to this Article III shall be at all times fully vested and\nnonforfeitable.\n\n3.6 Payment of Stock Units. A deferral election made in accordance with Section\n3.3 shall specify the date (the \"Deferred Payment Date\") on which the\nParticipant elects to receive payment for the Stock Units credited to such\nParticipant's Account pursuant to this Article III. Such Stock Units shall be\npaid in an equal\n\n\n\n\n                                       2\n\n\nnumber of shares of Stock in a single distribution made on the Deferred Payment\nDate specified by the Participant in the applicable deferral election, provided\nthat the Deferred Payment Date with respect to any election must be at least two\nyears after the first day of the calendar year during which the Stock Unit was\ncredited to the Participant's Account.\n\nARTICLE IV - AWARD OF STOCK UNITS IN LIEU OF BENEFITS UNDER THE H&amp;R BLOCK, INC.\nRETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS\n\n4.1 Award of Stock Units. Each Non-Employee Director serving as such as of June\n18, 1997 (the \"Retirement Plan Termination Date\") may, at his or her option,\nhave credited to his or her Account as of the Effective Date a number of Stock\nUnits equal to the quotient obtained by dividing (a) the present value on the\nRetirement Plan Termination Date of his or her accrued benefits under the\nRetirement Plan, as determined by an independent actuarial consultant without\nregard to any service requirements under such Retirement Plan and utilizing an\nannual director retainer rate equal to the annual retainer for Non-Employee\nDirectors in effect on the Retirement Plan Termination Date, divided by (b) the\nFair Market Value of one share of Stock on the Retirement Plan Termination Date,\nprovided, however that notwithstanding this formula, no such Non-Employee\nDirector shall be credited with less than 1,000 Stock Units pursuant to the\nprovisions of this Section 4.1. To the extent that the application of the\nformula described in this Section 4.1 results in a number of Stock Units other\nthan an even 100-lot number of Stock Units, the result shall be rounded up\nupwards to the next 100-lot whole number of Stock Units. For example, if the\napplication of the formula results in an award of 1,055.625 Stock Units, the\nactual award shall be rounded up to 1,100 Stock Units. A Non-Employee Director\nwho elects to defer under the H&amp;R Block Deferred Compensation Plan for\nDirectors, as amended, the present value of accrued benefits under the\nRetirement Plan (determined as of the Retirement Plan Termination Date) shall\nnot be eligible for an award of Stock Units under this Section 4.1 of the Plan.\n\n4.2 Fully Vested Stock Units. All Stock Units credited to a Participant's\nAccount pursuant to this Article IV shall be at all times fully vested and\nnonforfeitable.\n\n4.3 Payment of Stock Units. Upon termination of service as a director of the\nCompany for any reason, the total number of Stock Units credited to the\nParticipant's Account pursuant to this Article IV shall be paid to the\nParticipant in equal number of shares of Stock in a single distribution,\nprovided that no payment pursuant to this Section 4.3 shall be made less than\none year after the Effective Date.\n\n4.4 Award in lieu of Benefits. The Stock Units credited to the Participant's\nAccount pursuant to this Article IV are so credited in consideration of the\ntermination of the Retirement Plan and in lieu of any benefits under the\nRetirement Plan. The Non-Employee Directors shall not be entitled to any other\nbenefits under the Retirement Plan.\n\n\n                                       3\n\n\n\n\nARTICLE V - DIVIDEND EQUIVALENT PAYMENTS\n\n5.1 Dividend Equivalent Payments. As of each cash dividend payment date with\nrespect to Stock, each Participant shall have credited to his or her Account the\nnumber of Stock Units equal to the quotient obtained by dividing (a) the product\nof (i) the cash dividend payable with respect to each share of Stock on such\ndate and (ii) the total number of Stock Units credited to his or her Account as\nof the close of business on the record date applicable to such dividend payment\ndate, by (b) the Fair Market Value of one share of Stock on such dividend\npayment date. To the extent that the application of the formula described in\nthis Section 5.1 does not result in a whole number of Stock Units, the result\nshall be rounded upwards to the next whole number.\n\n5.2 Deferral, Vesting and Payment of Stock Units under Article V. Each Stock\nUnit determined and credited to the Participant's Account in accordance with\nSection 5.1 shall automatically be deferred and shall be fully vested at all\ntimes. Upon termination of service as a director of the Company for any reason,\nthe total number of Stock Units credited to the Participant's Account pursuant\nto this Article V shall be paid to the Participant in equal number of shares of\nStock in a single distribution, provided that no payment pursuant to this\nSection 5.2 shall be made less than one year after the Effective Date.\n\nARTICLE VI - DELIVERY OF STOCK CERTIFICATES\n\n6.1 Stock Unit Payments. The Company shall issue and deliver to the Participant\na Stock certificate for payment of Stock Units as soon as practicable following\nthe date on which Stock Units are payable.\n\nARTICLE VII - STOCK\n\n7.1 Authorized Stock. The aggregate number of shares of Stock that may be issued\nunder the Plan shall not exceed three hundred thousand (600,000) shares, unless\nsuch number of shares is adjusted as provided in Article VIII of the Plan. Such\nshares of Stock may be authorized but unissued shares, treasury shares or shares\nacquired in the open market for the account of the Participant.\n\n7.2 Fractional Shares. No fractional shares of Stock shall be issued under the\nPlan under any circumstances.\n\nARTICLE VIII - ADJUSTMENT UPON CHANGES IN CAPITALIZATION\n\n8.1 Adjustment Upon Changes in Capitalization. In the event of a stock dividend,\nstock split or combination, reclassification, recapitalization or other capital\nadjustment of shares of Stock, the number of shares of Stock that may be issued\npursuant to Stock Units and the number of Stock Units credited to\n\n\n\n\n                                       4\n\n\nAccounts shall be appropriately adjusted by the Board of Directors of the\nCompany, whose determination shall be final, binding on the Company and the\nParticipants and conclusive.\n\n8.2 No Effect on Rights of Company. The grant of Stock Units pursuant to the\nPlan shall not affect in any way the right or power of the Company to issue\nadditional Stock or other securities, make adjustments, reclassifications,\nreorganizations or other changes in its corporate, capital or business\nstructure, to participate in a merger, consolidation or share exchange or to\ntransfer its assets or dissolve or liquidate.\n\nARTICLE IX - TERMINATION OR AMENDMENT OF THE PLAN\n\n9.1 In General. The Plan shall remain in effect until all shares of Stock\nauthorized for issuance under the Plan have been issued. The Board of Directors\nof the Company may at any time terminate, suspend or amend the Plan. If the Plan\nshall at any time be terminated pursuant to this Section 9.1, Stock Units\ncredited to a Participant's Account shall be paid in equal number of shares of\nStock in a single distribution as if the Participant had terminated his or her\nservice as a director of the Company, provided that no payment pursuant to this\nSection 9.1 shall be made less than one year after the Effective Date.\n\n9.2 Written Consents. No amendment may adversely affect the right of any\nParticipant to receive any Stock pursuant to an outstanding Stock Unit without\nthe written consent of such Participant.\n\nARTICLE X - GOVERNMENT REGULATIONS\n\n10.1 Government Regulations.\n\n         (a) The obligations of the Company to issue any Stock pursuant to the\n         Plan shall be subject to all applicable laws, rules and regulations and\n         the obtaining of all such approvals by governmental agencies as may be\n         deemed necessary or appropriate by the Board of Directors of the\n         Company.\n\n         (b) The Board of Directors of the Company may make such changes to the\n         Plan as may be necessary or appropriate to comply with the rules and\n         regulations of any governmental authority.\n\nARTICLE XI - ADMINISTRATION\n\n11.1 In General. The Plan shall be administered by the Compensation Committee\nof the Board of Directors (the \"Committee\"), which shall have full power and\nauthority, subject to the provisions of the Plan, to supervise administration of\nthe Plan and to interpret the provisions of the Plan and of any\n\n\n\n\n                                       5\n\n\naward, issuance or payment of Stock Units hereunder. Any decision by the\nCommittee shall be final and binding on all parties. No member of the Committee\nshall be liable for any determination made, or any decision or action taken with\nrespect to the Plan or any award, issuance or payment of Stock Units under the\nPlan. The Committee may delegate any of its responsibilities to one or more\nagents, including employees of the Company or one or more of its affiliates and\nsubsidiaries, and may retain advisors to provide advice to the Committee. No\nParticipant shall participate in the making of any decision with respect to any\nquestion relating to any Stock Unit issued under the Plan exclusively to that\nParticipant.\n\n11.2 Rules and Interpretation. The Committee shall be vested with full authority\nto make such rules and regulations as it deems necessary to administer the Plan\nand to interpret and administer the provisions of the Plan in a uniform manner.\nAny determination, decision or action of the Committee in connection with the\nconstruction, interpretation, administration or application of the Plan shall be\nfinal, conclusive and binding on all parties.\n\n11.3 Expenses. The cost of issuing and paying Stock Units pursuant to the Plan\nand the expenses of administering the Plan shall be borne by the Company.\n\nARTICLE XII - MISCELLANEOUS\n\n12.1 Unfunded Plan. The Plan shall be unfunded with respect to the Company's\nobligation to pay any Stock Units and a Participant's rights to receive any\npayment of any Stock Unit shall not be greater than the rights of an unsecured\ngeneral creditor of the Company.\n\n12.2 Assignment; Non-Alienation. Stock Units, the right to receive Stock Units\nunder the Plan and the right to receive payment with respect to a Stock Unit\nunder the Plan are not assignable or transferable and shall not be subject in\nany manner to alienation, sale or any encumbrances, liens, levies, attachments,\npledges or charges of the Participant or his or her creditors. Any attempt to\nassign, transfer or hypothecate any Stock Unit, any right to receive Stock Units\nor the right to receive payment with respect to a Stock Unit shall be void and\nof no force and effect.\n\n12.3 Death Benefit; Designation of Beneficiaries. Upon the death of a\nParticipant, the Stock Units remaining in his or her Account as of the date of\ndeath shall be paid to the beneficiary or beneficiaries of the Participant, or\nto his or her estate, as described in this Section 12.3, in equal number of\nshares of Stock in a single distribution. A Participant may designate a\nbeneficiary or beneficiaries to receive any payments under the Plan upon his or\nher death. A beneficiary designation shall be in writing on a form acceptable to\nthe Company and shall be effective only upon delivery to the Company. A\nbeneficiary designation may be revoked by a Participant at any time by\ndelivering to the\n\n\n\n\n                                       6\n\n\nCompany either written notice of revocation or a new written beneficiary\ndesignation. The written beneficiary designation last delivered to the Secretary\nof the Company prior to the death of the Participant shall control. If no\nbeneficiary has been designated, amounts due hereunder shall be paid to the\nParticipant's estate.\n\n12.4 Release. Any payment of Stock Units to or for the benefit of a Participant\nor his or her beneficiaries that is made in good faith by the Company in\naccordance with the Company's good faith interpretation of its obligations\nhereunder shall be in full satisfaction of all claims against the Company for\nbenefits under the Plan to the extent of such payment.\n\n12.5 No Guarantee of Directorship. Neither the adoption and maintenance of the\nPlan nor any election made hereunder by a Participant shall be deemed to be a\ncontract between the Company and the Participant to retain his or her position\nas a director of the Company.\n\n12.6 Applicable Law. The validity, interpretation and administration of the Plan\nand any rules, regulations, determinations or decisions hereunder, and the\nrights of any and all persons having or claiming to have any interest herein or\nhereunder, shall be determined exclusively in accordance with the laws of the\nState of Missouri (without regard to the choice of laws provisions thereof),\nexcept to the extent such laws are preempted by the laws of the United States of\nAmerica.\n\n12.7 Notices. All notices, elections or other communications made or given\npursuant to the Plan shall be in writing and shall be sufficiently made or given\nif hand-delivered or mailed by certified mail, addressed (if from the Company to\nthe Participant) to any Participant at the address contained in the records of\nthe Company for such Participant, or addressed (if from the Participant to the\nCompany) to the Secretary of the Company at its principal office.\n\n12.8 Headings. The headings in the Plan are for reference purposes only and\nshall not affect the meaning or interpretation of the Plan.\n\nARTICLE XIII - EFFECTIVE DATE OF THE PLAN\n\n13.1 Effective Date. The Plan shall be effective immediately upon the date of\nits approval by the shareholders of the Company (the \"Effective Date\").\n\n\n                                       7\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":[9539,9543],"class_list":["post-40636","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-h-r-block-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40636","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=40636"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40636"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40636"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40636"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}