Exhibit (10)(a)
AMENDMENT NO. 1
TO H&R BLOCK
SUPPLEMENTAL DEFERRED COMPENSATION PLAN FOR EXECUTIVES
H&R BLOCK, INC. (the "Company"), adopted the H&R Block
Supplemental Deferred Compensation Plan for Executives (the
"Plan") effective as of May 1, 1994. The Company retained the
right to amend the Plan, pursuant to action by the Company's
Board of Directors. The Company hereby exercises that right.
This amendment is effective as of September 7, 1994.
AMENDMENT
1. Section 2.1.4 of the Plan is deleted and replaced with the
following new Section 2.1.4:
2.1.4 "ANNUAL DEFERRAL AMOUNT" means the
amount a Participant elects to defer each Plan Year
under one or more Permissible Deferrals. The Annual
Deferral Amount is equal to (i) an amount or percentage
of Base Salary that is not greater than 35% of the
Participant's Base Salary and (ii) an amount or
percentage of Bonus or Bonuses paid during the Plan
Year.
2. Section 2.1.15 of the Plan is deleted and Sections 2.1.16,
2.1.17, 2.1.18, 2.1.19, 2.1.20, 2.1.21, 2.1.22, 2.1.23, 2.1.24,
2.1.25, 2.1.26, 2.1.27, 2.1.28, 2.1.29, 2.1.30, 2.1.31, 2.1.31
and 2.1.33 are renumbered as Sections 2.1.15, 2.1.16, 2.1.17,
2.1.18, 2.1.19, 2.1.20, 2.1.21, 2.1.22, 2.1.23, 2.1.24, 2.1.25,
2.1.26, 2.1.27, 2.1.28, 2.1.29, 2.1.30, 2.1.31 and 2.1. 32,
respectively.
3. Section 2.1.17 of the Plan (Section 2.1.18 prior to this
Amendment) is deleted and replaced with the following new Section
2.1.17:
2.1.17 "EARLY RETIREMENT DATE" of a Participant
means the first day of the first calendar month
commencing on or after the date on which (a) the
Participant has reached Age 55 while in the employ of
an Affiliate, and (b) the Participant has completed at
least ten (10) Years of Service.
4. Section 2.1.22 of the Plan (Section 2.1.23 prior to this
Amendment) is deleted and replaced with the following new Section
2.1.22:
2.1.22 "NORMAL RETIREMENT DATE" of a
Participant means the last day of the calendar month in
which the Participant reaches the Age of 65 while in
the employ of an Affiliate.
5. Section 2.1.25 of the Plan (Section 2.1.26 prior to this
Amendment) is deleted and replaced with the following new Section
2.1.25:
2.1.25 "PERMISSIBLE DEFERRAL" means, with
respect to a Plan Year, a deferral in that Plan Year of
an Annual Deferral Amount. The aggregate of all
deferrals under this Plan may not exceed two hundred
eighty percent (280%) of Base Salary.
Deferrals may be made from Base Salary for the
Plan Year and/or from a Bonus or Bonuses paid during
the Plan Year. Deferrals from Base Salary or from a
Bonus or Bonuses are made in separate elections by the
Participant during the Enrollment Period prior to the
Plan Year during which Base Salary and Bonus would
otherwise be paid to the Participant. Deferral
elections must specify the percentages (stated as
integers) or dollar amounts of the deferral that are
intended to be deducted from Base Salary and Bonus or
Bonuses, respectively. Deferrals made from Base Salary
shall be made in installments, as instructed by the
Participant and approved by the Committee. Deferrals
made from each Bonus shall be made at the time or times
during the Plan Year that the Bonus would otherwise be
paid to the Participant. Each installment of a
deferral shall be rounded to the nearest whole dollar
amount.
6. Section 3.2 of the Plan is amended by deleting the phrase
"or Plan Years" from the first sentence of said Section, by
deleting the phrase "or Years" from the second sentence of said
Section, and by deleting the phrase "Section 2.1.26" from said
second sentence and replacing such phrase with "Section 2.1.25.".
7. Section 4.1.1 of the Plan is amended by deleting the second
sentence thereof and replacing such sentence with the following
new second sentence:
Deferrals from Base Salary (and the corresponding
number of Deferred Compensation Units) shall be posted
by pay period, and deferrals from Bonuses (and the
corresponding number of Deferred Compensation Units)
shall be posted at the time or times during the Plan
Year that the Bonus would otherwise have been paid to
the Participant.
8. Section 4.3 of the Plan is deleted and replaced with the
following new Section 4.3:
SECTION 4.3 VALUATION FOR PURPOSES OF COMPUTING
BENEFIT PAYMENTS. If a Participant terminates
employment with all Affiliates, or dies prior to the
termination of employment, his or her Account shall be
valued for purposes of determining benefit payments
under Article 6 as of the first business day of the
calendar month which immediately follows the calendar
month in which the termination of employment or death
occurs, as described in Section 4.2. If a Participant
is Disabled, his or her Account shall be valued for
purposes of determining benefit payments under Article
6 as of the first business day of the first calendar
month that immediately follows the later of (i) the
calendar month in which his or her Early Retirement
Date occurs, or (ii) the calendar month in which the
last day of the 90-day period referred to in Section
4.1.3 occurs.
Except for distributions in the form of a lump sum
and distributions pursuant to Section 6.6.2, a Partici-
pant's Account shall be valued on the first business
day of each calendar year following the calendar year
in which benefit payments commence, as described in
Section 6.4.
A "business day" for purposes of this Plan is a
day on which the Common Stock is traded on the New York
Stock Exchange.
9. Section 4.4 is deleted from the Plan.
10. Section 6.2 of the Plan is amended by deleting the word
"filing" from the third sentence of the second paragraph of such
Section and replacing such word with the word "ruling."
11. Section 6.3 of the Plan is deleted and replaced with the
following new Section 6.3:
SECTION 6.3 FORM OF BENEFITS UPON RESIGNATION
OR DISCHARGE, OR TERMINATION OF EMPLOYMENT WITH ALL
AFFILIATES AS A RESULT OF CHANGE OF CONTROL. Upon a
Participant's termination of employment with all
Affiliates following a Change of Control, or upon
termination of employment with all Affiliates before
the Normal Retirement Date or the Early Retirement Date
for reasons other than Disability or death, payment
from the Account shall be made in the form of a lump-
sum cash payment within ninety (90) days after the date
of termination of employment.
12. Section 6.4 of the Plan is deleted and replaced with the
following new Section 6.4:
SECTION 6.4 AMOUNT OF BENEFIT. Except for
distributions in the form of a lump sum, benefit
payments shall be in the form of semimonthly cash
installments paid during the applicable payment period.
The amount of each installment payment shall be level
during the portion of the payment period ending on
December 31 of the calendar year in which benefit
payments commence, during each complete calendar year
of the payment period thereafter, and during any
remaining period of the payment period following the
last complete calendar year of the payment period, but
will vary from one such portion of the payment period
to the next.
The amount of each level benefit payment for the
portion of the payment period ending December 31 of the
calendar year in which benefit payments commence shall
be calculated using the balance in the Account as of
the valuation date specified in Section 4.3 and
dividing it by the total number of semimonthly periods
remaining in the entire payment period. As of the
January 1 immediately following the calendar year in
which benefit payments commence, and as of each January
1 in the payment period thereafter, the amount of each
level benefit payment for the calendar year commencing
on such January 1 shall be adjusted to reflect the
value of the Account as of the first business day
falling on or after such January 1. The amount of each
level benefit payment for each calendar year following
the calendar year in which benefit payments commence
shall be calculated by dividing the balance in the
Account as of the first business day of such year by
the total number of semimonthly periods remaining in
the entire payment period.
Generally, the Account shall continue to be valued
during the payment period as provided in Section 4.3.
Except as provided otherwise, if a Participant dies,
Section 6.6 shall apply.
13. The second sentence of the first paragraph of Section 6.5 is
deleted and replaced with the following new sentence:
In the case of a Disabled Participant, benefits shall
commence no later than the six (6) months after the
later of (i) the Participant's Early Retirement Date or
(ii) the last day of the 90-day period specified in
Section 4.1.3.
14. Section 6.6.1 of the Plan is deleted and replaced with the
following new Section 6.6.1:
6.6.1 DEATH AFTER BENEFIT COMMENCEMENT. In
the event a Participant dies after benefit payments
have commenced (other than payments made pursuant to
Section 6.7), the remaining benefit payments, if any,
shall be paid to the Participant's Beneficiary in the
same manner such benefits would have been paid to the
Participant had the Participant survived. A
Beneficiary may petition the Committee for an
alternative method of payment. The Account shall
continue to be valued during the payment period as
provided in Sections 4.2, 4.3 and 6.4. If such
benefits were payable pursuant to Section 6.2 to a
Participant whose employment terminated on or after
Normal Retirement Date or Early Retirement Date, the
Participant's Beneficiary may make the election to
receive an immediate lump-sum payment of the balance of
said Participant's Account in accordance with the
provisions of Section 6.2 and all provisions set forth
therein relating to penalties shall apply to such
election.
15. Section 6.6.2 of the Plan is amended by deleting the second
sentence of the first paragraph of said Section and replacing it
with the following new sentence:
The amount of such pre-retirement death benefit is the
Participant's Account as of the first business day of
the calendar month which immediately follows the
calendar month in which Participant's death occurs
annuitized over a ten-year period at an interest rate
set by the Chief Financial Officer of the Company in
his discretion, which shall not be less than the rate
then payable on Investment Savings Accounts of $1,000
or less at Commerce Bank of Kansas City, N.A., Kansas
City, Missouri, or any successor thereto.
16. Section 6.6.2 of the Plan is further amended by deleting the
third sentence of the second paragraph of said Section and
replacing it with the following new sentence:
Earnings on the Account shall continue to be credited
during the payment period at an interest rate set by
the Chief Financial Officer of the Company in his
discretion, which rate shall not be less than the rate
then payable on Investment Savings Accounts of $1,000
or less at Commerce Bank of Kansas City, N.A., Kansas
City, Missouri, or any successor thereto.
17. The second paragraph of Section 6.7 is deleted and replaced
with the following new paragraph:
If a withdrawal of a Participant's total Account
is permitted by the Committee under this Section 6.7,
earnings on a Participant's deferrals shall be valued
as described in Section 4.2 on such valuation date as
is determined by the Committee. Withdrawals shall be
distributed in the form of a lump sum as soon as is
reasonably convenient.
18. Section 9.1 of the Plan is deleted and replaced with the
following new Section 9.1:
SECTION 9.1 AMENDMENTS. The Company, by action
of the Board, may amend the Plan, in whole or in part,
at any time and from time to time. Any such amendment
shall be filed with the Plan documents. No amendment,
however, may be effective to eliminate or reduce the
benefits of any retired Participant or the Beneficiary
of any deceased Participant then eligible for benefits
or the vested portion of the benefits, if any, in any
active Participant's Account immediately before the
effective date of such amendment, and each such Account
will be credited to the date of such amendment in
accordance with Section 4.2. Notwithstanding anything
in this Section 9.1 to the contrary, the Committee may,
in its discretion, amend the Plan to reduce or
eliminate the penalty described in Section 6.2 in
accordance with the provisions of such Section 6.2.
19. The fifth sentence of the first paragraph of Section 9.2 of
the Plan is deleted and replaced with the following new sentence:
Active Participants shall become vested in their
accrued benefits to the extent and in the manner
provided in Article 5 as of the effective date of such
termination and each account of an active Participant
shall be credited, to the date of distribution of all
benefits in each such Account, in accordance with
Section 4.2, as it may be amended from time to time
pursuant to Section 9.1.
20. Except as modified above, the Plan shall remain in full
force and effect, including the Company's right to amend or
terminate the Plan as set forth in Article 9 of the Plan, amended
as provided above.
H&R BLOCK, INC.
By
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Its
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