AGREEMENT Exhibit (10)(b)
THIS AGREEMENT, is entered into as of the 24th day of
October, 1994, by and between HRB Management, Inc. ("HRB"), a
Missouri corporation and an indirect wholly-owned subsidiary of
H&R Block, Inc. ("Block"), and William F. Evans, 1020 West 55th
Street, Kansas City, Missouri 64113 ("Evans").
WHEREAS, Evans has submitted to Block his resignation as
Block's Senior Vice President, Corporate Operations, effective
October 31, 1994; and
WHEREAS, HRB and Evans desire to establish a mutually
beneficial future relationship whereby Evans shall remain in the
employ of HRB to provide consultation services to the President
and Chief Executive Officer of Block and such other persons as
the President may designate, said relationship to be upon the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements hereinafter set forth, the
parties agree as follows:
1. Commencing November 1, 1994 and continuing during the term
of this Agreement, HRB hires Evans to consult with the President
and Chief Executive Officer of Block, and such other persons as
said President and Chief Executive Officer may designate, in
matters with which Evans is conversant relating to the business
and operations of Block and its direct and indirect subsidiaries
(each, including HRB, a "Block Subsidiary"). Such consultation
shall be upon reasonable notice at such times and places as may
be mutually convenient. In addition to the foregoing, during the
term hereof, Evans shall fully cooperate with Block, HRB and the
other Block Subsidiaries in all matters relating to winding up
Evans' pending work on behalf of Block and such Block
Subsidiaries and the orderly transfer of any such pending work to
other employees of Block Subsidiaries, as such other employees
may be designated by HRB. HRB shall at all times have complete
control of the services which Evans will render under this
Agreement.
2. The parties acknowledge that Evans is currently an employee
of HRB and agree that his employment under the terms of this
Agreement shall constitute a continuation of such employment, but
under the terms of this Agreement.
3. During the term of this Agreement, Evans shall have the
right to (a) accept employment with another entity and perform
services pursuant to such employment, and (b) establish and
conduct his own business.
4. Evans shall not make any contracts or commitments for or on
behalf of Block or any Block Subsidiary, nor shall Evans incur
any expenses on behalf of Block or any Block Subsidiary without
HRB's prior written approval.
5. During the term of this Agreement, Evans shall be paid a
salary at the annual rate of $260,000.00, said salary to be paid
in equal semi-monthly installments of $10,833.33 each, commencing
November 15, 1994. In addition to salary, in consideration of
the covenants and agreements contained herein, Evans shall be
paid the sum of $40,000.00 in cash on November 15, 1994. In
connection with any services heretofore performed or performed
during the term of this Agreement, Evans shall not be entitled to
any payment of compensation (a) under any bonus or cash incentive
compensation program in effect for Block and HRB's fiscal years
1995 and 1996, including, without limitation, Block's 1995
Management Incentive Plan or any similar plan adopted for Block's
fiscal year 1996, or (b) for unused vacation, unused personal
days, unused sick leave or unused reserved sick leave. At the
termination of this Agreement, the payment to Evans of salary
earned to the date of such termination shall be in full
satisfaction of all claims for salary or other cash compensation
under this Agreement.
6. During the term of Evans' employment under this Agreement,
and thereafter if the applicable benefit plan so provides, Evans
may continue to participate in the H&R Block Deferred
Compensation Program for Executives, as amended ("DCP"), the H&R
Block, Inc. Executive Survivor Plan, the Amended and Restated H&R
Block Health Care Premium Plan, the H&R Block Health Care Plan,
the Amended and Restated H&R Block Savings Plan ("401K Plan"),
the Amended and Restated H&R Block Profit Sharing Plan and Trust
("P/S Plan") and the H&R Block Long-Term Disability Income Plan
("LTD"), in accordance with the terms of such benefit plans, with
the following conditions and/or modifications:
a. Vesting in "Company Contributions" under the DCP shall
continue during the course of Evans' employment hereunder
regardless of the number of "Hours of Service" actually performed
by Evans, provided that this Agreement does not terminate prior
to October 31, 1995. The parties agree that no portion of the
cash payment of $40,000.00 to be made to Evans on November 15,
1994, as specified in Section 5 above, shall be subject to
deferral under the DCP and, therefore, no Company matching
contribution under the DCP shall apply to such payment;
b. If Evans is employed by another entity during the term
hereof, participation in the H&R Block Health Care Plan shall
continue only until the date that Evans is eligible to
participate in a health care plan of such other employer,
provided that, if, because of a pre-existing medical condition of
Evans or any member of his family currently covered under the H&R
Block Health Care Plan, coverage for such condition is not
provided by the health care plan of such other employer,
participation in the H&R Block Health Care Plan shall continue
until Evans' employment ceases under the terms of this Agreement;
c. Evans shall receive a contribution under the P/S Plan
for the Plan Year ended April 30, 1995, and Company matching
contributions under the 401K Plan for the Plan Year ended April
30, 1995, and Evans shall receive one-year of vesting credit
under each such plan for the Plan Year ended April 30, 1995.
Company contributions under the P/S Plan and the 401K Plan and
vesting credit for the Plan Year ended April 30, 1996, is
dependent upon the actual number of "Hours of Service" performed
by Evans under this Agreement during such Plan Year; and
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d. If, during the term of this Agreement, Evans receives
any benefits under the LTD, each salary installment payment (as
set forth in Section 5 above) for a pay period for which a LTD
benefit payment is also being paid under the LTD shall be reduced
by the amount of such LTD benefit payment. In such event, the
provisions of Section 5 are hereby amended accordingly.
7. Incentive stock options and nonqualified stock options
granted to Evans under either the 1984 Long-Term Executive
Compensation Plan ("1984 Plan") or the 1993 Long-Term Executive
Compensation Plan ("1993 Plan") that are outstanding on the date
of this Agreement shall remain outstanding during the
continuation of Evans' employment hereunder, subject to the terms
of such options and the exercise thereof. Such outstanding
options that are not yet exercisable shall continue to vest
during the continuation of Evans' employment hereunder in
accordance with the terms of the applicable Stock Option
Agreements. Block shall have no obligation to grant to Evans any
further stock options or other awards under the 1993 Plan.
8. Performance units awarded to Evans as of May 1, 1993, and as
of May 1, 1994, pursuant to the H&R Block Long-Term Performance
Program (under the 1984 and 1993 Plans) shall continue in effect
during the continuation of Evans' employment hereunder, but shall
be forfeited in accordance with Section 9 of such Program upon
any termination of Evans' employment with HRB and all other Block
Subsidiaries prior to the end of the applicable performance
periods specified in such awards.
9. During the term of this Agreement, until such time, if any,
that Evans accepts employment or a long-term consulting
arrangement with a third party, HRB shall provide Evans with
reasonable secretarial services, including the receipt and relay
of telephone calls and messages for Evans, such services to be
provided without regard to any consulting services that may be
performed by Evans pursuant to this Agreement.
10. Evans agrees that at no time will he communicate to any
person, firm, corporation or other entity any confidential
information, knowledge or trade secrets that Evans may have
acquired in the past, or may from time to time acquire during his
employment hereunder, with respect to the business of Block and
the Block Subsidiaries, including, but not limited to,
information concerning agreements with third parties, financial
matters, marketing programs, systems, processes, methods of
operations, future plans and strategies.
11. Evans, for himself and for his heirs, legal representatives
and assigns, unconditionally releases and forever discharges HRB,
Block and all other Block Subsidiaries, their respective
directors, officers, employees, agents, successors and assigns,
of and from any and all claims, demands, actions, causes of
action and suits whether at law or in equity, which now exist or
may hereafter arise from any matter, fact, circumstance,
happening or thing whatsoever occurring or failing to occur prior
to the date of this Agreement involving Evans' employment by
Block or HRB, including, without limitation, Evans' hiring by
Block, compensation earned as of or before the date of this
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Agreement, other obligations of Block or HRB under any employment
agreement or understanding, whether oral or written, heretofore
existing, or Evans' resignation as Senior Vice President,
Corporate Operations, of Block.
12. Unless terminated earlier pursuant to this Section 12, this
Agreement shall be in effect from the date hereof until October
31, 1995, on which date this Agreement and Evans' employment
hereunder shall terminate. This Agreement and HRB's obligations
hereunder shall terminate immediately upon the death of Evans.
In the event of such death, compensation under Section 5 of this
Agreement shall be paid only to the date of death. In the event
of any material violation by Evans of any of the terms of this
Agreement, HRB may terminate this Agreement and Evans' employment
hereunder without notice and, in such event, compensation under
Section 5 of this Agreement shall be paid only to the date of
such termination.
13. The failure of either party to insist upon the performance
of any of the terms and conditions of this Agreement, or the
waiver of any breach of any of the terms and conditions of this
Agreement, shall not be construed as thereafter waiving any such
terms and conditions, but the same shall continue and remain in
force and effect as if no such forebearance or waiver had
occurred.
14. This Agreement may not be assigned by Evans.
15. This Agreement expresses fully the understanding and
agreement by and between the parties and all prior
understandings, agreements or commitments of any kind, oral or
written, as to Evans' employment by HRB and any matter covered by
this Agreement are hereby superseded and cancelled, with no
further liabilities or obligations of the parties with respect
thereto except as to any monies due and unpaid between the
parties to this Agreement on the date hereof. Any modification
of this Agreement or additional obligation assumed by either
party in connection with this Agreement shall be binding only if
evidenced in writing signed by each party.
16. It is agreed that this Agreement shall be governed by,
construed and enforced in accordance with the laws of the State
of Missouri.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
HRB MANAGEMENT, INC.
By /s/Thomas M. Bloch /s/ William F. Evans
------------------------- -------------------------
Thomas M. Bloch, President William F. Evans
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