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EXHIBIT 10.4
H&R BLOCK, INC.
EXECUTIVE SURVIVOR PLAN
AMENDED AND RESTATED JANUARY 1, 2001
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H&R BLOCK, INC.
EXECUTIVE SURVIVOR PLAN
TABLE OF CONTENTS
Page
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ARTICLE 1 DEFINITIONS ......................................................................................... 1
ARTICLE 2 POLICY RIGHTS AND OBLIGATIONS ....................................................................... 4
Section 2.1 Purchase of Policies................................................................. 4
Section 2.2 Ownership of Policies ............................................................... 4
Section 2.3 Payment of Premiums ................................................................. 4
Section 2.4 Designation of Policy Beneficiary ................................................... 4
Section 2.5 Assignment by Participant ........................................................... 5
Section 2.6 Company's Rights in Policies ........................................................ 5
Section 2.7 Limitations on Company's Rights in Policy ........................................... 5
Section 2.8 Collection of Death Proceeds ........................................................ 5
Section 2.9 Termination of Participant's Participation in the Plan During the
Participant's Lifetime .............................................................. 6
Section 2.10 Insurer not a Party ................................................................. 7
ARTICLE 3 ADMINISTRATION AND CLAIMS PROCEDURE ................................................................. 7
Section 3.1 Designation of Fiduciary and Administration ......................................... 7
Section 3.2 Claim ............................................................................... 7
Section 3.3 Claim Decision ...................................................................... 8
Section 3.4 Request for Review .................................................................. 8
Section 3.5 Review of Decision ................................................................... 8
ARTICLE 4 MISCELLANEOUS ....................................................................................... 8
Section 4.1 Amendment or Termination ............................................................ 8
Section 4.2 Binding Effect ....................................................................... 8
Section 4.3 Notice................................................................................ 9
Section 4.4 Governing Law......................................................................... 9
Section 4.5 No Contract of Employment ............................................................ 9
Section 4.6 Gender, Singular and Plural .......................................................... 9
Section 4.7 Captions ............................................................................. 9
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Section 4.8 Validity ............................................................................. 9
Section 4.9 Withholding .......................................................................... 9
APPENDIX A IRREVOCABLE ASSIGNMENT OF BENEFITS UNDER THE H&R BLOCK, INC. EXECUTIVE SURVIVOR PLAN .............. A-1
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H&R BLOCK, INC.
EXECUTIVE SURVIVOR PLAN
The H&R Block, Inc. Executive Survivor Plan as amended and restated herein
is made and entered into as of this ___ day of _____________, 2000, by the
Company.
WHEREAS, effective June 1, 1990, the Company adopted the H&R Block, Inc.
Executive Survivor Plan;
WHEREAS, effective January 1, 2000, the Company adopted an amendment to the
Plan; and
WHEREAS, the Company wishes to amend and restate the Plan, pursuant to the
rights retained by it in Section 9.2 of the Plan to amend the Plan by written
instrument signed by the Company.
NOW, THEREFORE, in consideration of the premises, the Company hereby amends
and restates the Plan to read as follows:
ARTICLE 1
DEFINITIONS
Except as may otherwise be provided in the Policies, the following terms
shall have the meaning hereinafter indicated whenever used in this Plan with
initial capital letters:
AFFILIATE. "Affiliate" means any of the following entities: HRB Management,
Inc.; H&R Block Services, Inc.; H&R Block Enterprises, Inc.; H&R Block Eastern
Enterprises, Inc.; H&R Block Texas Enterprises, L.P.; H&R Block Canada, Inc.;
H&R Block Limited; Block Financial Corporation; H&R Block Financial Advisors,
Inc.; Option One Mortgage Corporation; H&R Block Mortgage Corporation, a
Massachusetts corporation; H&R Block Mortgage Corporation, an Ontario
corporation, or their respective successors in interest; and such other entities
as may be designated by the Company from time to time.
COMPANY. "Company" means H&R Block, Inc., or any successor in interest.
COMPANY'S CASH VALUE INTEREST. "Company's Cash Value Interest" means, with
respect to each Policy, as of the date of determination, the amount of the
premiums on such Policy paid by the Company or the Designated Subsidiary for the
Participant's Basic Survivor Benefit under this Plan, less any outstanding
indebtedness incurred by the Company or the Designated Subsidiary and secured by
such Policy, including any unpaid interest on such indebtedness.
CASH SURRENDER VALUE. "Cash Surrender Value," with respect to each Policy,
shall have the meaning stated in the Policy.
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DESIGNATED SUBSIDIARY. "Designated Subsidiary" means a direct or indirect
majority-owned subsidiary of the Company designated by the Compensation
Committee of the Board of Directors of the Company to designate the Insurer,
purchase Policies, own Policies, pay premiums, furnish income statements to
Participants, recover the Company's Cash Value Interest in a Policy, perform
other obligations of the Company under the Plan or exercise the rights of the
Company under the Plan. Until otherwise designated by the Compensation Committee
of the Board of Directors of the Company, the Designated Subsidiary shall be HRB
Management, Inc.
ENTRY DATE. "Entry Date," with respect to a Participant, means the January
1, or such other date as approved by the Compensation Committee of the Board of
Directors of the Company, coincident with or immediately following the date an
individual satisfies the definition of a Participant.
INSURER. "Insurer" means Nationwide Life Insurance Company and/or one or
more insurance companies as may be designated by the Company or the Designated
Subsidiary from time to time.
PARTICIPANT. "Participant" means an individual employed by an Affiliate who
(a) is (i) a Vice President or more senior officer of the Company or the
Affiliate; or (ii) was employed by a Tax Subsidiary as a Regional Director,
Regional Franchise Director or Assistant Regional Director as of October 26,
1999, for so long as he or she continues in such position or in a more senior
level position; or (iii) is employed by a Tax Subsidiary as a Regional Director
or Regional Franchise Director after October 26, 1999, for so long as he or she
continues in such position or in a more senior level position; or (iv) was
eligible to participate in the Plan during the 1999 Plan Year, for so long as he
or she would continue to be eligible under the eligibility requirements
applicable to the 1999 Plan Year; or (v) has been selected by the Compensation
Committee of the Company's Board of Directors as eligible to participate in the
Plan, and (b) has elected to participate in the Plan.
PARTICIPANT'S CURRENT ANNUAL COMPENSATION. For a Participant
who derives a majority of his or her compensation from salary and other forms of
compensation other than commissions, "Participant's Current Annual Compensation"
means the total annual base salary payable to the Participant at the salary rate
in effect on the first day of the Plan Year with respect to which the
Participant's Current Annual Compensation is being calculated, including the
amount of any salary reduction contributions to any 401(k) Plan sponsored by the
applicable Affiliate or in which the applicable Affiliate participates, the H&R
Block Deferred Compensation Plan for Executives, as Amended and Restated, and/or
any Internal Revenue Code Section 125 Plan sponsored by the applicable Affiliate
or in which the applicable Affiliate participates. For a Participant who derives
a majority of his or her compensation from commissions, "Participant's Current
Annual Compensation" means the average of the commissions earned by such
Participant during each of the two calendar years immediately preceding the Plan
Year with respect to which the Participant's Current Annual Compensation is
being calculated, including the amount of any salary reduction contributions to
any 401(k) Plan sponsored by the applicable Affiliate or in which the applicable
Affiliate participates, the H&R Block Deferred Compensation Plan for Executives,
as Amended and Restated, and/or
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any Internal Revenue Code Section 125 Plan sponsored by the applicable Affiliate
or in which the applicable Affiliate participates.
PARTICIPANT'S BASIC SURVIVOR BENEFIT. "Participant's Basic Survivor
Benefit" means three times the Participant's Current Annual Compensation.
PARTICIPANT'S SUPPLEMENTAL SURVIVOR BENEFIT. "Participant's Supplemental
Survivor Benefit," if elected by the Participant on a form provided by the
Company, means that multiple (one or two) of the Participant's Current Annual
Compensation, selected by the Participant on the form provided by the Company,
but in no event may the Participant elect to receive a Supplemental Survivor
Benefit of less than $50,000.
PLAN. "Plan" means the H&R Block, Inc. Executive Survivor Plan.
PLAN BENEFICIARY DESIGNATION. "Plan Beneficiary Designation" means a
written agreement in a form approved by the Company and executed by a
Participant pursuant to which the Participant designates the beneficiary or
beneficiaries to receive the amounts to which the Participant is entitled upon
the Participant's death, as provided in the Plan.
PLAN YEAR. "Plan Year" means a calendar year.
POLICIES/POLICY. "Policies" means the polices of life insurance on the
Participants' lives acquired from the Insurer to provide the life insurance
benefits under the Plan. "Policy" means one of the Policies.
POLICY ANNIVERSARY DATE. "Policy Anniversary Date," with respect to each
Policy, shall have the meaning stated in such Policy.
PREMIUM. "Premium," with respect to a Policy, shall have the meaning stated
in the Policy.
RETIREMENT/RETIRED. "Retirement" means the termination of the Participant's
employment with the Company or an Affiliate in the case where (a) the
Participant has completed a minimum of 10 years of service as a full-time
employee with the Company or an Affiliate and has attained age 55; or (b) the
Participant has attained age 65. A Participant is "Retired" following his or her
Retirement.
SEPARATE ACCOUNT. "Separate Account," with respect to each Policy, shall
have the meaning stated in the Policy.
TAX SUBSIDIARY. "Tax Subsidiary" means H&R Block Enterprises, Inc., H&R
Block Eastern Enterprises, Inc., or H&R Block Texas Enterprises, L.P.
TOTAL DISABILITY/TOTALLY DISABLED. "Total Disability" and "Totally
Disabled" shall be defined for purposes of this Plan as defined under the group
long-term disability plan then in existence for the Affiliate that is then (or
most recently was) the employer of the Participant.
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ARTICLE 2
POLICY RIGHTS AND OBLIGATIONS
2.1 PURCHASE OF POLICIES. The Company or the Designated Subsidiary shall
purchase the Policies from the Insurer. The Company shall take all necessary
action to cause the Insurer to issue the Policies or which may be necessary to
cause the Policies to conform to the provisions of the Plan. Each Participant
shall take any action required to cause the Insurer to issue the Policy insuring
his or her life or to cause such Policy to conform to the provisions of the
Plan. The Policies will be subject to the terms and conditions of the Plan and
of the beneficiary designations of the Policies filed with the Insurer.
2.2 OWNERSHIP OF POLICIES. The Company or the Designated Subsidiary shall
be the sole and absolute owner of the Policies, and may exercise all ownership
rights granted to the owner thereof by the terms of the Policies, including, but
not limited to, the right to elect and to change the Death Benefit Option, the
Face Amount of Insurance, and the allocation of the Separate Account among the
various investment options from time to time available under the Policy, except
as may otherwise be provided in this Plan.
2.3 PAYMENT OF PREMIUMS.
2.3.1. PAYMENT OF PREMIUM FOR BASIC SURVIVOR BENEFIT.
Contemporaneously with the purchase of a Policy, and in each subsequent Plan
Year until the first to occur of termination of participation in the Plan by the
Participant insured by such Policy or such Participant's Retirement, the Company
or the Designated Subsidiary shall pay an amount equal to the Premium with
respect to such Policy to the Insurer. The Company or, if applicable, the
Designated Subsidiary shall have no obligation to make any additional premium
payments on such Policy but may, in its sole discretion, make additional premium
payments on such Policy. The Company or the Designated Subsidiary shall annually
furnish the Participant a statement of the amount of income reportable by the
Participant for federal and state income tax purposes, as a result of the
insurance protection provided the Participant's beneficiary under the Plan.
2.3.2 PAYMENT OF PREMIUM FOR SUPPLEMENTAL SURVIVOR BENEFIT. In each
Plan Year for which a Participant elects a Participant's Supplemental Survivor
Benefit, the Company or the Designated Subsidiary shall pay an amount equal to
the premium required for the Participant's Supplemental Survivor Benefit to the
Insurer. The Participant shall reimburse the Company or the Designated
Subsidiary for such premium payment through after-tax payroll deductions made by
the applicable Affiliate ratably over the Plan Year and forwarded by such
Affiliate to the Company or the Designated Subsidiary.
2.4 DESIGNATION OF POLICY BENEFICIARY. Each Participant shall execute a
Plan Beneficiary Designation. In the event a Participant is married at the time
he or she designates a beneficiary other than his or her spouse, such
designation will not be valid unless the Participant's spouse consents in
writing to such designation on a form approved by the Company. The Participant
or the Participant's assignee may thereafter at any time and from time to time
execute a new Plan Beneficiary Designation, which shall supersede any and all
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prior Plan Beneficiary Designations, with respect to such Participant, upon the
Company's receipt of the new Plan Beneficiary Designation. The Company or the
Designated Subsidiary shall execute and deliver to the Insurer the forms
necessary to designate the beneficiary or beneficiaries listed on the
Participant's Plan Beneficiary Designation and itself as beneficiaries of the
Policy on the Participant's life in the amounts to which they are entitled under
this Plan upon the Participant's death. Except upon receipt of a new Plan
Beneficiary Designation, while the Plan is in effect with respect to a
Participant, neither the Company nor the Designated Subsidiary shall terminate,
alter or amend the beneficiary designation filed with the Insurer with respect
to the amount to which the Participant's beneficiary or beneficiaries are
entitled upon the Participant's death without the express written consent of the
Participant or the Participant's assignee.
2.5 ASSIGNMENT BY PARTICIPANT. Each Participant shall have the right to
absolutely and irrevocably assign by gift all of his or her right, title and
interest in and to the Plan and to the Policy insuring his or her life to an
assignee. This right shall be exercisable by the execution and delivery to the
Company of a written assignment, in substantially the form of Exhibit A. Upon
receipt of such written assignment executed by the Participant and duly accepted
by the assignee thereof, the Company shall consent thereto in writing, and shall
thereafter treat the Participant's assignee as the sole owner of all of the
Participant's right, title and interest in and to the Plan and in and to the
Policy insuring the Participant's life. Thereafter, the Participant shall have
no right, title or interest in and to the Plan or the Policy insuring his or her
life, all such rights being vested in and exercisable only by such assignee.
2.6 COMPANY'S RIGHTS IN POLICIES.
2.6.1 COMPANY'S RIGHT UPON MERGER OR ACQUISITION. In the event the
Company or the Designated Subsidiary is involved in a merger or acquisition, the
Company or Designated Subsidiary may assign or transfer any one or more of the
Policies to a successor entity under a merger or acquisition without the consent
of any Participant or any Participant's assignee.
2.6.2 ALLOCATION OF SEPARATE ACCOUNT. In addition to the other rights
of the Company or the Designated Subsidiary in the Policies, the Company or the
Designated Subsidiary shall have the sole authority to direct the manner in
which the Separate Account of each Policy shall be allocated among the various
investment options from time to time available under the Policy and to change
such allocation from time to time, as provided for in the Policy.
2.7 LIMITATIONS ON COMPANY'S RIGHTS IN POLICY. Except as otherwise
provided in Section 2.6.1 above, while the Plan is in force with respect to a
Participant, neither the Company nor the Designated Subsidiary shall sell,
assign, transfer, surrender or cancel the Policy insuring the life of such
Participant without, in any such case, the express written consent of such
Participant or the Participant's assignee.
2.8 COLLECTION OF DEATH PROCEEDS.
2.8.1 COLLECTION OF DEATH PROCEEDS. Upon the death of a Participant,
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the Company and, if applicable, the Designated Subsidiary shall cooperate with
the beneficiary or beneficiaries designated by the Participant or the
Participant's assignee to take whatever action is necessary to collect the death
benefit provided under the Policy insuring the life of the Participant; when
such benefit has been collected and paid as provided herein, the Participant's
participation in this Plan shall terminate.
2.8.2 RIGHTS OF PARTIES TO DEATH PROCEEDS. Upon the death of a
Participant while the Plan is in effect with respect to such Participant, an
amount of the death benefit provided under the Policy insuring such
Participant's life equal to the Company's Cash Value Interest in such Policy
shall be paid directly to the Company or, if applicable, the Designated
Subsidiary. The lesser of (a) the sum of the Participant's Basic Survivor
Benefit and, if any, the Participant's Supplemental Survivor Benefit, or (b) the
balance of the insurance death benefits provided under the Policy remaining
after payment to the Company or the Designated Subsidiary of the Company's Cash
Value Interest shall be paid directly to the beneficiary or beneficiaries
designated by the Company or the Designated Subsidiary at the direction of
Participant or the Participant's assignee in the manner and in the amount or
amounts provided in the beneficiary designation provision of the Policy. The
balance of the insurance death benefits provided under the Policy, if any, shall
be paid to the Company or, if applicable, to the Designated Subsidiary.
2.8.3 GENERAL INSTRUCTIONS REGARDING PAYMENT OF DEATH BENEFIT. In no
event shall the amount payable to the Company or the Designated Subsidiary with
respect to a Policy while the Plan is in effect with respect to such Policy
exceed the insurance death benefits of such Policy payable at the death of the
Participant who is insured by such Policy. No amount shall be paid from the
death benefit of a Policy insuring the life of a Participant to the beneficiary
or beneficiaries designated by the Participant or the Participant's assignee
until the full amount due the Company or the Designated Subsidiary with respect
to such Policy has been paid.
2.8.4 REFUND OF PREMIUMS. Notwithstanding any provision hereof to the
contrary, in the event that, for any reason whatsoever, no death benefit is
payable under a Policy upon the death of the Participant insured by such Policy
and in lieu thereof the Insurer refunds all or any part of the premiums paid for
the Policy, the Company or the Designated Subsidiary and the beneficiary or
beneficiaries designated by the Participant or the Participant's assignee shall
have the unqualified right to share such premiums in the same proportions as the
contributions of the Company or, if applicable, the Designated Subsidiary and
the Participant toward such premiums.
2.9 TERMINATION OF PARTICIPANT'S PARTICIPATION IN PLAN DURING THE
PARTICIPANT'S LIFETIME.
2.9.1 AUTOMATIC TERMINATION EVENTS. A Participant's participation in
the Plan shall terminate with respect to any Participant during the
Participant's lifetime, without notice, upon the occurrence of any of the
following events: (a) total cessation of the Company's business not resulting
from merger or consolidation; (b) bankruptcy, receivership or dissolution of the
Company; (c) termination of Participant's employment by an Affiliate (other than
by reason of the Participant's death, the Participant's Total Disability,
acceptance
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of employment by another Affiliate, or the Participant's Retirement prior to the
seventh anniversary of his or her Entry Date); (d) in the case of a Participant
who has Retired prior to the seventh anniversary of the Participant's Entry
Date, the seventh anniversary of the Participant's Entry Date, (e) a change in
the Participant's employment by an Affiliate such that he or she is no longer a
Participant, as defined in Article 1 of the Plan, or (f) in the case of a
Participant who is Totally Disabled, (i) cessation of his or her Total
Disability, unless he or she resumes his or her employment with an Affiliate, or
(ii) his or her attainment of age 65.
2.9.2 DISPOSITION OF POLICY UPON TERMINATION OF PARTICIPANT'S
PARTICIPATION IN THE PLAN. If the Plan terminates with respect to any
Participant during the Participant's lifetime as provided above, then following
such termination, the Company or, if applicable, the Designated Subsidiary shall
recover the Company's Cash Value Interest in the Policy by exercising such of
the powers retained by the Company or Designated Subsidiary as owner of the
Policy, including but not limited to the power to borrow or withdraw the Cash
Surrender Value of the Policy, as the Company or Designated Subsidiary, in its
sole discretion, deems appropriate. After the Company or Designated Subsidiary
has recovered the Company's Cash Value Interest, the Company or Designated
Subsidiary shall execute the forms required by the Insurer to transfer the
Policy to the Participant or the Participant's assignee.
2.10 INSURER NOT A PARTY. The Insurer shall be fully discharged from
its obligations under each Policy by payment of the Policy death benefit to the
beneficiary or beneficiaries named in the Policy, subject to the terms and
conditions of the Policy. In no event shall the Insurer be considered a party to
the Plan, or any modification or amendment of the Plan. No provision of the
Plan, nor of any modification or amendment of the Plan, shall in any way be
construed as enlarging, changing, varying or in any other way affecting the
obligations of the Insurer as expressly provided in the Policy, except insofar
as the provisions hereof are made a part of the Policy by the beneficiary
designation executed by the Company or the Designated Subsidiary and filed with
the Insurer in connection with the Plan.
ARTICLE 3
ADMINISTRATION AND CLAIMS PROCEDURE
3.1 DESIGNATION OF FIDUCIARY AND ADMINISTRATION. The Company is hereby
designated as the named fiduciary under this Plan. The Company shall have
authority to control and manage the operation and administration of this Plan,
and it shall be responsible for establishing and carrying out a funding policy
and method consistent with the objectives of this Plan. The Company has the
power and discretion to construe the provisions of the Plan and to determine all
questions concerning eligibility, participation and benefits. Any such decision
made by the Company will be binding on all individuals, Participants, and
beneficiaries, and is intended to be subject to the most deferential standard of
judicial review. The decision of the Company upon all matters within the scope
of its authority will be final and binding
3.2 CLAIM. A person who believes that he or she is being denied a benefit
to which he or she is entitled under this Plan (hereinafter referred to as a
"Claimant") may file a
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written request for such benefit with the Company, setting forth his or her
claim. The request must be addressed to the President of the Company at its then
principal place of business.
3.3 CLAIM DECISION. Upon receipt of a claim, the Company shall advise the
Claimant that a reply will be forthcoming within ninety (90) days and shall, in
fact, deliver such reply within such period. The Company may, however, extend
the reply period for an additional ninety (90) days for reasonable cause.
If the claim is denied in whole or in part, the Company shall adopt a
written opinion, using language calculated to be understood by the Claimant,
setting forth: (a) the specific reason or reasons for such denial; (b) the
specific reference to pertinent provisions of this Plan on which such denial is
based; (c) a description of any additional material or information necessary for
the Claimant to perfect his or her claim and an explanation why such material or
such information is necessary; (d) appropriate information as to the steps to be
taken if the Claimant wishes to submit the claim for review; and (e) the time
limits for requesting a review under paragraph 3.3 and for review under
paragraph 3.4 hereof.
3.4 REQUEST FOR REVIEW. Within sixty (60) days after the receipt by the
Claimant of the written opinion described above, the Claimant may request in
writing that the President of the Company review the determination of the
Company. Such request must be addressed to the President of the Company, at its
then principal place of business. The Claimant or his or her duly authorized
representative may, but need not, review the pertinent documents and submit
issues and comments in writing for consideration by the Company. If the Claimant
does not request a review of the Company's determination by the President of the
Company within such sixty (60) day period, he or she shall be barred and
estopped from challenging the Company's determination.
3.5 REVIEW OF DECISION. Within sixty (60) days after the President's
receipt of a request for review, he or she, or his or her designee, will review
the Company's determination. After considering all materials presented by the
Claimant, the President, or his or her designee, will render a written opinion,
written in a manner calculated to be understood by the Claimant, setting forth
the specific reasons for the decision and containing specific references to the
pertinent provisions of this Plan on which the decision is based. If special
circumstances require that the sixty (60) day time period be extended, the
President will so notify the Claimant and will render the decision as soon as
possible, but no later than one hundred twenty (120) days after receipt of the
request for review.
ARTICLE 4
MISCELLANEOUS
4.1 AMENDMENT OR TERMINATION. This Plan may be amended or terminated by
the Company at any time, by a written instrument signed by the Company.
4.2 BINDING EFFECT. The Plan shall be binding upon and inure to the
benefit of the Company and its successors and assigns, and the Participants,
their successors, assigns, heirs, executors, administrators and beneficiaries.
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4.3 NOTICE. Any notice, consent or demand required or permitted to be
given under the provisions of the Plan shall be in writing, and shall be signed
by the party giving or making the same. If such notice, consent or demand is
mailed to the Company or a Participant, it shall be sent by United States
certified mail, postage prepaid, addressed to such party's last known address as
shown on the records of the Company. The date of such mailing shall be deemed
the date of notice, consent or demand.
4.4 GOVERNING LAW. This Plan, and the rights of the parties hereunder,
shall be governed by and construed in accordance with the laws of the State of
Missouri.
4.5 NO CONTRACT OF EMPLOYMENT. Nothing contained herein shall be construed
to be a contract of employment, nor as conferring upon any Participant the right
to continue in the employ of any Affiliate in any capacity.
4.6 GENDER, SINGULAR AND PLURAL. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, or neuter, as the identity
of the person or persons may require. As the context may require, the singular
may be read as the plural and the plural as the singular.
4.7 CAPTIONS. The captions of the articles, sections, and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.
4.8 VALIDITY. In the event any provision of this Plan is held invalid,
void, or unenforceable, the same shall not affect, in any respect whatsoever,
the validity of any other provision of this Plan.
4.9 WITHHOLDING. The applicable Affiliate shall withhold from each
Participant's compensation any state, local or federal income or employment
taxes required to be withheld as a result of the benefit provided the
Participant under this Plan at such time and in such manner it deems
appropriate.
IN WITNESS WHEREOF, H&R Block, Inc. has executed the Plan, in duplicate, as
of the day and year first above written.
H&R BLOCK, INC.
By:
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Name:
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Title:
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EXHIBIT A
IRREVOCABLE ASSIGNMENT OF
BENEFITS UNDER
H&R BLOCK, INC.
EXECUTIVE SURVIVIOR PLAN
THIS ASSIGNMENT, dated this day of .
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WITNESSETH THAT:
WHEREAS, the undersigned (the "Assignor") is a Participant
participating in the H&R Block, Inc. Executive Survivor Plan (the "Plan"),
effective June 1, 1990, as amended and restated effective January 1, 2001,
sponsored by H&R Block, Inc. (the "Company"), which Plan confers upon the
undersigned certain rights and benefits with regard to one or more policies of
insurance insuring the Assignor's life; and
WHEREAS, pursuant to the provisions of said Plan, the Assignor
retained the right, exercisable by the execution and delivery to the Company of
a written form of assignment, to absolutely and irrevocably assign all of the
Assignor's right, title and interest in and to said Plan to an assignee; and
WHEREAS, the Assignor desires to exercise said right;
NOW, THEREFORE, the Assignor, without consideration, and intending
to make a gift, hereby absolutely and irrevocably assigns, gives, grants and
transfers to ______________, (the "Assignee") all of the Assignor's right, title
and interest in and to the Plan and said policies of insurance, intending that,
from and after this date, the Plan be solely between the Company and the
Assignee and that hereafter the Assignor shall neither have nor retain any
right, title or interest therein.
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Assignor
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ACCEPTANCE OF ASSIGNMENT
The Assignee hereby accepts the above assignment of all right,
title and interest of the Assignor therein in and to the Plan, and hereby agrees
to be bound by all of the terms and conditions of said Plan, as if the original
Participant thereunder.
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Assignee
Dated:
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CONSENT TO ASSIGNMENT
The Company hereby consents to the foregoing assignment of all of
the right, title and interest of the Assignor in and to the Plan, to the
Assignee designated therein. The Company hereby agrees that, from and after the
date hereof, the Company shall look solely to such Assignee for the performance
of all obligations under said Plan which were heretofore the responsibility of
the Assignor, shall allow all rights and benefits provided therein to the
Assignor to be exercised only by said Assignee, and shall hereafter treat said
Assignee in all respects as if the original Participant thereunder.
H&R BLOCK, INC.
By:
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Name:
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Title:
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Dated:
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