{"id":40715,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/termination-agreement-block-financial-corp-david-j-kasper.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"termination-agreement-block-financial-corp-david-j-kasper","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/termination-agreement-block-financial-corp-david-j-kasper.html","title":{"rendered":"Termination Agreement &#8211; Block Financial Corp., David J. Kasper and Kathleen M. Kasper"},"content":{"rendered":"<pre>                                  AGREEMENT\n\n\n                  THIS AGREEMENT (\"this Agreement\") is entered into as of the\n22nd day of December, 2000, by and among BLOCK FINANCIAL CORPORATION, a Delaware\ncorporation (\"BFC\"), David J. Kasper (\"Kasper\"), and Kathleen M. Kasper\n(Kathleen M. Kasper for the sole purpose of Section 4(b) of this Agreement).\n\n                                   ARTICLE ONE\n\n                            TERMINATION OF EMPLOYMENT\n\n                  1. Mutual Agreement to Terminate Employment Agreement. BFC and\nKasper acknowledge and agree that they are parties to an Employment Agreement\ndated January 31, 2000 (\"Employment Agreement\") and that, pursuant to Section\n1.06(b) of the Employment Agreement, the parties desire to terminate Kasper's\nemployment under the Employment Agreement by this Agreement. Such employment and\nthe Employment Agreement shall terminate effective as of the close of business\non December 31, 2000, or such earlier date as is agreed upon by the parties in\nwriting (the \"Termination Date\"). By this agreement, the parties agree to waive\nany notice of termination required by the Employment Agreement. The parties\nagree that the \"Reason for Termination\" to be specified in the Form U-5, Uniform\nTermination Notice for Securities Industry Registration, to be filed with the\nCentral Registration Depository, will be \"Voluntary.\" Unless otherwise agreed in\nthis Agreement, the termination of the Employment Agreement shall not be\neffective as to those portions of the Employment Agreement which, by their\nexpress terms as set forth therein, require performance by either party\nfollowing termination of the Employment Agreement.\n\n                  2. Resignations as Director and Officer. Kasper will resign\n(a) as President, Financial Services Group of BFC and (b) from any and all\nofficer and director positions held with BFC, its parents, affiliates and\nsubsidiaries. Each such resignation shall be effective as of the Termination\nDate. Kasper shall execute resignations substantially in the form attached\nhereto as Exhibit A contemporaneously with his execution of this Agreement.\n\n                  3.  Compensation and Benefits.\n\n                  (a) For purposes of this Agreement and the mutual agreement of\nthe parties as to the matters of compensation and benefits addressed in the\nEmployment Agreement, the parties agree that Kasper shall receive compensation\nand benefits from BFC after the Termination Date as if BFC terminated Kasper's\nemployment under the Employment Agreement for a reason other than for \"cause\" on\nthe Termination Date, and the provisions of Section 1.06(a) of the Employment\nAgreement shall apply. The provisions of Section 1.06(a) of the Employment\nAgreement read as follows:\n\n                  \"1.06 - Termination of Employment.\n\n                  (a) Termination Due to a Change in Control or Without Cause.\n\n\n   2\n\n                           (i) If Executive terminates Executive's employment\n         under this Agreement during the 180-day period following the date of\n         the occurrence of a \"Change in Control\" of Block, or if BFC terminates\n         Executive's employment under this Agreement for any reason other than\n         for \"cause,\" then, upon any such termination of Executive's employment,\n         (A) BFC shall pay to Executive compensation at an annual rate equal to\n         the sum of (I) the annual rate of Base Salary in effect upon such\n         termination, and (II) the aggregate short-term incentive compensation\n         (under the H&amp;R Block Short-Term Incentive Plan and any discretionary\n         incentive program) paid by BFC to Executive for the last fiscal year\n         completed before the fiscal year in which the termination of employment\n         occurs (or, if such termination occurs prior to end of the fiscal year\n         in which the Employment Date occurs, the amount of actual aggregate\n         short-term incentive compensation to which Executive would have been\n         entitled (with any discretionary incentive compensation calculated at\n         target) had Executive remained employed through the last day of such\n         fiscal year), such compensation to be paid throughout the one-year\n         period following such termination at such periodic intervals as Base\n         Salary would have been made had Executive remained employed by BFC\n         hereunder; (B) any portion of any option to purchase shares of Block\n         common stock granted pursuant to Subsections 1.03(e) or 1.05 of this\n         Agreement and held by Executive at the time of such termination of\n         employment that is not yet vested in accordance with its terms shall\n         fully vest upon the date of such termination of employment, and shall\n         be exercisable to the extent so vested for a period of three months\n         after such date of termination of employment; (C) any Restricted Shares\n         granted pursuant to Subsection 1.03(f) of this Agreement and held by\n         Executive at the time of such termination of employment that are not\n         yet vested (meaning the Shares are still subject to restrictions) shall\n         fully vest upon the date of such termination of employment, and all\n         restrictions on any Restricted Shares so vested shall terminate; and\n         (D) HRB shall, during the one-year period following such termination,\n         continue Executive's health, basic life, and disability insurance\n         benefits (such health insurance benefits to be provided by BFC's\n         payment (whether directly or by reimbursement) of Executive's\n         premiums\/contributions due as a result of Executive selecting\n         continuation coverage (COBRA) under the plan providing such benefits)\n         but only to the extent Executive does not obtain similar benefits paid\n         for by a third party after such termination.\"\n\n                  (b) The parties agree that, in accordance with Section 1.06(c)\nof the Employment Agreement, upon termination of Kasper's employment under such\nEmployment Agreement, BFC shall have no further obligations to Kasper under the\nEmployment Agreement and no further payments of Base Salary or other\ncompensation or benefits shall be payable by BFC to Kasper, except (i) as set\nforth in Section 1.06 of the Employment Agreement, (ii) as required by the\nexpress terms of any written benefit plans or written arrangements maintained by\nBFC and applicable to Kasper at the time of such termination of Kasper's\nemployment, (iii) as \n\n\n                                       2\n   3\n\nmay be required by law, or (iv) as may be mutually agreed upon between the\nparties in this Agreement.\n\n                  4. Repayment of Loan; Purchase of Home.\n\n                  (a) The parties acknowledge and agree that, pursuant to\nArticle Two of the Employment Agreement, BFC agreed to loan to Kasper $250,000\non February 14, 2000, that the $250,000 was loaned to Kasper on February 16,\n2000, and that Kasper executed a promissory note dated February 16, 2000,\nevidencing the terms of such loan (the \"Note\"). Under the Note, Kasper is\nobligated to pay $63,441.44 to BFC on February 16, 2001 and on the February 16\nof each succeeding year through February 16, 2005. BFC agrees to permit Kasper\nto postpone without penalty or default the first payment of $63,441.44 under the\nNote until the \"Closing Date\" (as defined in Section 4(b) of this Agreement), if\nthe Closing Date is after February 16, 2001. BFC further agrees to waive and\nforgive all payments under the Note on the Closing Date, subject to the\ncompletion and satisfaction of the assignment described in Section 4(b) of this\nAgreement. The parties acknowledge and agree that any such waiver and\nforgiveness will result in Kasper's recognition of taxable income in the year in\nwhich the Closing Date and such waiver and forgiveness occur and that BFC has no\nwithholding obligations with respect to such taxable income.\n\n                  (b) The parties acknowledge that Kasper and Kathleen M. Kasper\n(the \"Kaspers\") are parties to that certain Residential New Construction Sale\nContract dated April 1, 2000 and attached hereto as Exhibit B (the \"Contract\"),\nunder which the Kaspers have agreed to purchase a personal residence located at\n14579 Grenada Circle, Leawood, Kansas 66224 (the \"Home\"), from Grewal, Inc. (the\n\"Seller\"). The parties further acknowledge that as of the Termination Date, the\npurchase price of the Home is $1,288,036.10 (the \"Purchase Price\"), of which\namount the Kaspers have paid $119,500, with the remaining $1,168,536.10 due on\nthe date the purchase of the Home closes (the \"Closing Date\"). The Kaspers and\nBFC agree that on the Closing Date the Kaspers will assign the Contract and all\namendments thereto to BFC, subject to the approval of the Seller, and that BFC\nwill become the owner of the Home. The Kaspers will execute an Assignment and\nAssumption Agreement substantially in the form attached hereto as Exhibit C on\nthe Closing Date. Between the Termination Date and the Closing Date the Kaspers\nagree to notify BFC of any proposed modifications to the Home as presently\ndesigned and\/or any amendments to the Contract at least five (5) business days\nprior to the performance of any such modifications or the execution of any such\namendment, and that BFC has the sole right to approve or reject such\nmodifications and such amendments. Absent such prior approval from BFC, the\nKaspers agree not to proceed with any modifications to the Home or amendments to\nthe Contract. After the Closing Date, if BFC sells the Home and the sales price\n(net of any advertising expenses incurred to sell the Home, broker commissions,\nother closing costs, and the estimated taxes payable as a result of the sale) is\ngreater than the Purchase Price (as the same may be adjusted pursuant to\namendments to the Contract approved by BFC pursuant to this Section 4(b)) (the\ndifference between such sales price and such Purchase Price being the \"Profit\"),\nBFC agrees to pay to the Kaspers the lesser of the Profit or $119,500 as soon as\n\n\n\n                                       3\n   4\n\nreasonably practicable after such expenses, commissions, costs and estimated\ntaxes are determined. BFC shall have no obligations with respect to such\n$119,500 except for the conditional obligation set forth in the immediately\npreceding sentence.\n\n                  5. Business Expenses; Commitments. BFC shall promptly pay\ndirectly, or reimburse Kasper for, all business expenses, to the extent such\nexpenses are paid or incurred by Kasper during the term of the Employment\nAgreement in accordance with BFC's policy in effect from time to time and to the\nextent such expenses were reasonable and necessary to the conduct by Kasper of\nBFC's business; provided, however, during the period from the date of this\nAgreement through the Termination Date and at all times thereafter, Kasper will\nnot initiate, make, renew, confirm or ratify any contracts or commitments for or\non behalf of BFC or any of its affiliates, nor will Kasper incur any expenses on\nbehalf of BFC without BFC's prior written consent.\n\n                  6. Conduct.\n\n                  (a) Kasper's Conduct. During the period from the date of this\nAgreement through the Termination Date, Kasper will be reasonably and\nappropriately responsive to, and fully supportive of the management of BFC and\nits affiliates and will be cooperative with such management in providing\ninformation regarding areas of his expertise and experience with BFC. During the\nperiod from the date of this Agreement through the Termination Date, and for the\ntwo-year period after the Termination Date, Kasper will not (a) defame BFC, its\naffiliates or their respective directors and employees, (b) make disparaging\nstatements to the media, to any employee or contractor of BFC or its affiliates,\nor to any other person or entity concerning BFC or any of its affiliates, their\nrespective directors and employees or any matter related to his employment or\nnon-employment, or (c) do any deliberate act designed primarily to injure the\nbusiness or reputation of BFC or any of its affiliates.\n\n                  (b) BFC's Conduct. During the period from the date of this\nAgreement through the Termination Date, and for the two-year period after the\nTermination Date, BFC will not (a) defame Kasper, (b) make disparaging\nstatements to the media, to any employee or contractor of BFC or its affiliates,\nor to any other person or entity regarding Kasper, his performance, character,\nstatus or any other personal or professional matter, or (c) do any deliberate\nact designed in whole or in part to injure, embarrass or damage Kasper's\nreputation.\n\n                  7. Release by Kasper. In consideration of BFC's promise to\nKasper of the compensation and benefits specified in Section 3 of this\nAgreement, the loan forgiveness specified in Section 4 of this Agreement, and\nBFC's other promises and agreements set forth in this Agreement, Kasper for\nhimself and for his relations, heirs, legal representatives and assigns\nunconditionally releases and forever discharges BFC, H&amp;R Block, Inc., and all\nother affiliates of BFC, their respective present and past directors, officers,\nemployees, agents, predecessors, successors, and assigns of and from any and all\nclaims, demands, actions, causes of action and suits of any kind whatsoever,\nwhether under federal or state statute, local regulation or at common law or\nwhich thereafter arise from any matter, fact, circumstance, event, happening or\n\n\n\n\n                                       4\n   5\n\nthing whatsoever occurring or failing to occur prior to the date of this\nAgreement involving Kasper's employment by BFC or any affiliate of BFC\nincluding, without limitation, Kasper's hiring, compensation earned as of or\nbefore the date of this Agreement, the termination of Kasper's responsibilities\nas an officer of BFC and as a director and\/or officer of each affiliate of BFC,\nKasper's termination as an employee of BFC, other obligations of BFC or any\nother BFC affiliate (except for those obligations expressly stated in this\nAgreement, the post-termination provisions of the Employment Agreement or\napplicable benefit plans), and further including, but not limited to, any claims\nfor race, sex or age discrimination under the Age Discrimination in Employment\nAct, as amended (\"ADEA\"), Title VII of the Civil Rights Act of 1964, the 1991\namendments of such Civil Rights Act, the Americans with Disabilities Act, as\namended, and all other federal and state statutes and common law doctrines.\n\n                  8. Consideration of Release of ADEA Claims. With regard to the\nwaiver\/release of rights or clams under the ADEA, Kasper acknowledges and\nunderstands that this is a legal document and that he is legally entitled to,\nand has been offered, a period of twenty-one (21) days (the \"Consideration\nPeriod\") to consider the waiver\/release of such rights or claims under this\nAgreement before signing it. After signing this Agreement, Kasper may revoke the\nwaiver\/release of rights or claims under the ADEA by giving written notice\n(\"Revocation Notice\") to Mark A. Ernst, President of BFC, 4400 Main Street,\nKansas City, Missouri 64111, within seven (7) days after the date of signing\n(such seven (7) day period, the \"Revocation Period\" and such date of signing,\nthe \"Signing Date\"). For such revocation to be effective, the Revocation Notice\nmust be received no later than 5:00 p.m., Kansas City, Missouri time, on the\nseventh (7th) day after the Signing Date. If Kasper provides the Revocation\nNotice to BFC this Agreement will be null, void and unenforceable by either\nparty, and BFC will have no obligation to make any payments to Kasper hereunder.\n\n                  9. Acknowledgements. Kasper acknowledges that BFC has advised\nhim to consult with an attorney prior to signing this Agreement or before the\nexpiration of the Revocation Period. Kasper specifically acknowledges and agrees\nthat either the full twenty-one (21) day Consideration Period has lapsed or he\nhas been offered such twenty-one (21) day Consideration Period but has elected\nto waive and forego all of the applicable days which have not yet lapsed in such\ntwenty-one (21) day Consideration Period. Kasper acknowledges and agrees that\nupon such consideration he has decided to waive and release any claims that he\nmay have under the ADEA, pursuant to the terms of this Agreement.\n\n                  10. Waiver. BFC agrees to waive the post-termination\nobligations of Kasper under Sections 4.04(b) and 4.04(c) of the Employment\nAgreement without affecting Kasper's rights to compensation and benefits under\nSection 3 of this Agreement and its incorporation of the terms of Section\n1.06(a) of the Employment Agreement. Notwithstanding the foregoing, BFC does not\nwaive Kasper's post-termination obligations under Section 3.02 and Section 4.02\nof the Employment Agreement and such obligations shall remain in full force and\neffect. For purposes of Section 4.02 of the Employment Agreement, the payments\nreceived by Kasper pursuant to Section 3 of this Agreement shall be considered\npayments received by Kasper \n\n\n\n                                       5\n   6\n\npursuant to the Employment Agreement.\n\n                  11. Third-Party Beneficiary. The parties hereto agree that H&amp;R\nBlock, Inc. is a third-party beneficiary as to the obligations imposed upon\nKasper under the Employment Agreement and this Agreement and as to the rights\nand privileges to which BFC is entitled pursuant to the Employment Agreement and\nthis Agreement, and that H&amp;R Block, Inc. is entitled to all of the rights and\nprivileges associated with such third-party-beneficiary status.\n\n                  12. Entire Agreement. This Agreement and the post-termination\nobligations of the Employment Agreement constitute the entire agreement and\nunderstanding between BFC and Kasper concerning the subject matter hereof. No\nmodification, amendment, termination, or waiver of this Agreement shall be\nbinding unless in writing and signed by Kasper and a duly authorized officer of\nBFC. Failure of BFC, H&amp;R Block, Inc. or Kasper to insist upon strict compliance\nwith any of the terms, covenants, or conditions hereof shall not be deemed a\nwaiver of such terms, covenants, and conditions.\n\n                  13. Successors and Assigns. This Agreement and each of its\nprovisions shall be binding upon Kasper and the heirs, executors, successors and\nadministrators of Kasper or his estate and property, and shall inure to the\nbenefit of BFC, H&amp;R Block, Inc. and their successors and assigns. Section 4(b)\nshall be binding upon Kathleen M. Kasper and the heirs, executors, successors\nand administrators of Kathleen M. Kasper or her estate and property, and shall\ninure to the benefit of BFC, H&amp;R Block, Inc. and their successors and assigns.\nNeither Kasper nor Kathleen M. Kasper may assign or transfer to others the\nobligation to perform their respective duties hereunder.\n\n                  14. Specific Performance by Executive. The parties acknowledge\nthat money damages alone will not adequately compensate BFC or Block for breach\nof any of the covenants and agreements herein and, therefore, in the event of\nthe breach or threatened breach of any such covenant or agreement by either\nparty, in addition to all other remedies available at law, in equity or\notherwise, a wronged party shall be entitled to injunctive relief compelling\nspecific performance of (or other compliance with) the terms hereof.\n\n                  15. Notices. Notices hereunder shall be deemed delivered five\ndays following deposit thereof in the United States mails (postage prepaid)\naddressed to Kasper at: 11606 Tomahawk Creek Parkway, Apartment A, Leawood,\nKansas 66211-2619; to Kathleen M. Kasper at the same address as Kasper (as\nprovided pursuant to this Section 15), and to BFC 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 any party in writing to the other\nparties.\n\n                  16. Counterparts. This Agreement may be signed in counterparts\nand delivered by facsimile transmission confirmed promptly thereafter by actual\ndelivery of executed counterparts.\n\n\n\n\n                                       6\n   7\n\n\n         Executed as a sealed instrument under, and to be governed by, construed\nand enforced in accordance with, the laws of the State of Missouri.\n\n                                              KASPER:\n\n\n\nDated:   December 27, 2000                    \/s\/  David J. Kasper\n       ------------------------------         ----------------------------------\n       (the \"Signing Date\" by Kasper)         David J. Kasper\n\n\n\nDated:   December 27, 2000                    \/s\/  Kathleen M. Kasper\n       ------------------------------         ----------------------------------\n                                              Kathleen M. Kasper\n\n\n\n\nAccepted and Agreed:\n\nBLOCK FINANCIAL CORPORATION,\na Missouri corporation\n\n\nBy:  \/s\/  Mark A. Ernst\n    -------------------------------------\n    Mark A. Ernst, President\n\nDated:  December 28, 2000\n       ----------------------------------\n\n                                       7\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":[9539,9551],"class_list":["post-40715","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-h-r-block-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40715","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=40715"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40715"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40715"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40715"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}