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EXHIBIT 10
RESTRICTED SHARES AGREEMENT
THIS RESTRICTED SHARES AGREEMENT is made and entered into as of August
5, 1995, by and between H&R BLOCK, INC., a Missouri corporation ("Block") and
RICHARD H. BROWN ("Brown").
WHEREAS, the parties hereto are parties to an Executive Employment
Agreement dated July 29, 1995 (the "Executive Employment Agreement"), pursuant
to which Brown is employed by Block (or a subsidiary of Block) to serve as
President and Chief Executive Officer of Block effective on August 5, 1995 (the
"Employment Date"); and
WHEREAS, pursuant to Section 1.03(c)(i) of the Executive Employment
Agreement, Brown is to receive from Block an award of 46,370 "Restricted
Shares" (as such term is defined in such Plan) under Block's 1993 Long-Term
Executive Compensation Plan, such award having been first approved by the
Compensation Committee of the Board of Directors, the administrator under such
Plan; and
WHEREAS, the parties desire to define the terms and conditions of the
Restricted Shares award in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement and the Executive Employment Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by Block and Brown, the parties agree as follows:
1. Issuance of Shares; Forfeiture or Redelivery of Shares.
(a) As of August 5, 1995, Block shall issue 46,370 Restricted
Shares (the "Shares") to Brown and Brown shall redeliver the certificate or
certificates representing the Shares to Block, duly endorsed in blank for
transfer. The Shares shall be held by Block and shall be subject to forfeiture
by or redelivery to Brown in the manner provided below.
(b) Except as provided in Section 1(g) below, on the date Brown
ceases for whatever reason to be a full-time and active employee of Block or
any subsidiary of Block (a "Block Employee"), all Shares held on such date by
Block shall be forfeited by Brown and Brown hereby authorizes Block and its
stock transfer agent to cause the delivery, transfer and conveyance of such
Shares to Block. Thereafter, this Agreement shall terminate and Block and
Brown shall, except as provided in Section 3(b) below, have no further rights
or obligations hereunder.
(c) If Brown continuously remains a Block Employee between the
Employment Date and January 1, 1996, inclusive, Block shall promptly thereafter
redeliver to Brown 18,153 of the Shares then held by Block and, for purposes of
Section 1(b) above, as of said
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January 1, 1996, such Shares shall no longer be considered to be held by Block.
(d) If Brown continuously remains a Block Employee between the
Employment Date and August 5, 1996, inclusive, Block shall promptly thereafter
redeliver to Brown 9,405 of the Shares then held by Block and, for purposes of
Section 1(b) above, as of said August 5, 1996, such Shares shall no longer be
considered to be held by Block.
(e) If Brown continuously remains a Block Employee between the
Employment Date and August 5, 1997, inclusive, Block shall promptly thereafter
redeliver to Brown 9,406 of the Shares then held by Block and, for purposes of
Section 1(b) above, as of said August 5, 1997, such Shares shall no longer be
considered to be held by Block.
(f) If Brown continuously remains a Block Employee between the
Employment Date and August 5, 1998, inclusive, Block shall promptly thereafter
redeliver to Brown 9,406 of the Shares then held by Block and, for purposes of
Section 1(b) above, as of said August 5, 1998, such Shares shall no longer be
considered to be held by Block. Upon completion of any such redelivery, this
Agreement shall terminate and Block and Brown shall, except as provided in
Section 3(b) below, have no further rights or obligations hereunder.
(g) If Brown ceases to be a Block Employee and Section 1.06(c)
of the Executive Employment Agreement applies, all restrictions (except those
that may apply pursuant to Section 3(b) below) on any of the Shares then held
by Block shall terminate and Block shall promptly thereafter redeliver to Brown
all of the Shares then held by Block. Upon completion of any such redelivery,
this Agreement shall terminate and Block and Brown shall, except as provided in
Section 3(b) below, have no further rights or obligations hereunder.
2. Dividends and Voting Rights. During the time that Block
continues to hold any Shares subject hereunder to forfeiture by (and redelivery
to) Brown, Brown shall be entitled to receive any dividends paid with respect
to such Shares and Brown shall be entitled to vote such Shares on any matters
submitted by Block to its shareholders.
3. Transfer Restrictions.
(a) During the period that Shares are held by Block hereunder for
redelivery to Brown, such Shares and the rights and privileges conferred hereby
shall not be transferred, assigned, pledged, hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to sale under
execution, attachment or similar process. Upon any attempt, contrary to the
terms hereof,
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to transfer, assign, pledge, hypothecate, or otherwise so dispose of such
Shares or any right or privilege conferred hereby, or upon any attempted sale
under any execution, attachment, or similar process upon such Shares or the
rights and privileges hereby granted, then and in any such event this Agreement
and the rights and privileges hereby granted shall, except as provided in
Section 3(b) below, immediately terminate. Immediately after such termination,
such Shares shall be forfeited by Brown and Brown hereby authorizes Block and
its stock transfer agent to cause the delivery, transfer and conveyance of such
Shares to Block.
(b) If at any time counsel for Block determines that qualification
of the Shares under any state or federal securities law, or the consent or
approval of any governmental regulatory authority, is necessary or desirable as
a condition of the transfer of such Shares (including a sale, assignment,
pledge, grant of a security interest in respect of, attachment, or disposal of
the Shares in any manner, by operation of law or otherwise) or offer to
transfer such Shares, Brown shall not transfer or offer to transfer such
Shares, in whole or in part, and any such attempted transfer or offer to
transfer will be void and of no effect, unless and until such qualification,
consent, or approval shall have been effected or obtained free of any
conditions such counsel deems unacceptable.
(c) This Section 3 shall survive any termination of this Agreement
and shall be applicable to any Shares redelivered to Brown under Subsections
1(c), 1(d), 1(e), 1(f) and 1(g) above.
4. Legend. The certificate or certificates representing the
Shares shall contain the following restrictive transfer legend:
"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) OF THE 1993 LONG-TERM EXECUTIVE COMPENSATION
PLAN OF H&R BLOCK, INC. AND AN AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND H&R BLOCK, INC. COPIES OF SUCH PLAN AND
AGREEMENT ARE ON FILE WITH THE SECRETARY OF H&R BLOCK, INC."
5. Brown's Acknowledgement and Acceptance. Brown acknowledges
receipt of a copy of the 1993 Long-Term Executive Compensation Plan, a copy of
which is attached hereto as Exhibit A and incorporated herein, and represents
that he is familiar with the terms thereof. Brown hereby accepts the Shares
subject to all of the terms and provisions of this Agreement and in such Plan.
6. Miscellaneous. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, legal
representatives, successors, and permitted assigns. This Agreement shall be
governed by and construed in accordance with the laws of the State of Missouri.
The section headings here-
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in are for convenience only and shall not be considered in construing this
Agreement. No amendment, supplement, or waiver to this Agreement is valid or
binding unless in writing and signed by both parties. Failure of Block or
Brown to insist upon strict compliance with any of the terms, covenants, or
conditions hereof shall not be deemed a waiver of such terms, covenants, or
conditions.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates indicated below, but effective as of the date first above written.
H&R BLOCK, INC.
By /s/Henry W. Bloch Date 9-26-95
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Henry W. Bloch
Chairman of the Board
/s/Richard H. Brown Date 9-27-95
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Richard H. Brown
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