1
EXHIBIT 10(A)
H&R BLOCK SHORT-TERM INCENTIVE PLAN
ARTICLE I
GENERAL
Section 1.1 Purpose.
The purpose of the H&R Block Short-Term Incentive Plan (the "Plan") is
to attract and retain highly qualified individuals as executive officers; to
obtain from each the best possible performance in order to achieve particular
business objectives established for H&R Block, Inc. (the "Company") and its
subsidiaries; and to include in their compensation package a bonus component
intended to qualify as performance-based compensation under Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"), which compensation
would be deductible by the Company under the Code.
Section 1.2 Administration.
The Plan shall be administered by the Compensation Committee of the
Company's Board of Directors (the "Committee") consisting of at least two
members, each of which shall be an "outside director" within the meaning of
Section 162(m) of the Code. The Committee shall adopt such rules and
guidelines as it may deem appropriate in order to carry out the purpose of the
Plan. All questions of interpretation, administration and application of the
Plan shall be determined by a majority of the members of the Committee then in
office, except that the Committee may authorize any one or more of its members,
or any officer of the Company, to execute and deliver documents on behalf of
the Committee. The determination of the majority shall be final and binding in
all matters relating to the Plan. The Committee shall have authority to
determine the terms and conditions of the Awards granted to eligible persons
specified in Section 1.3 below.
Section 1.3 Eligibility.
Awards may be granted only to employees of the Company or any of its
subsidiaries who are at the level of Assistant Vice President or at a more
senior level and who are selected for participation in the Plan by the
Committee. A qualifying employee so selected shall be a "Participant" in the
Plan.
ARTICLE II
AWARDS
Section 2.1 Awards.
The Committee may grant annual performance-based awards ("Awards") to
Participants with respect to each fiscal year of the Company, or a portion
thereof (each such fiscal year or a portion thereof to constitute a
"Performance Period"), subject to the terms and conditions of the Plan. Awards
shall be in the form of cash compensation. Within 90 days after the beginning
of a Performance Period, the Committee shall establish (a) performance goals
and objectives ("Performance Targets") for the Company and the subsidiaries and
divisions thereof for such Performance Period, and target awards ("Target
Awards") for each Participant which shall be a specified dollar amount. The
Committee shall specify the Performance Targets applicable to each
2
Participant for each Performance Period and shall further specify the portion
of the Target Award to which each Performance Target shall apply.
Section 2.2 Performance Targets.
Performance Targets established by the Committee each year shall be
based of one or more of the following business criteria: (a) earnings, (b)
revenues, (c) sales of products, services or accounts, (d) numbers of income
tax returns prepared, (e) margins, (f) earnings per share, and (g) total
shareholder return. For any Performance Period, Performance Targets may be
measured on an absolute basis or relative to internal goals, or relative to
levels attained in fiscal years prior to the Performance Period.
Section 2.3 Employment Requirement.
To be eligible to receive payment of an Award, the Participant must
have remained in the continuous employ of the Company or its subsidiaries
through the end of the applicable Performance Period.
Section 2.4 Determination of Awards.
In the manner required by Section 162(m) of the Code, the Committee
shall, promptly after the date on which the necessary financial or other
information for a particular Performance Period becomes available, certify the
extent to which Performance Targets have been achieved. The Committee shall
then determine a performance percentage ("Performance Percentage") to be
multiplied by the portion of the Target Award to which the Performance Target
relates in order to arrive at the actual Award payout for each such portion.
The Performance Percentage shall be determined in accordance with the following
schedule:
% of Performance Performance
Target Achieved Percentage
---------------- -----------
Under 90% 0%
90% 50%
95% 90%
100% 100%
105% 120%
110% 140%
115% 170%
120% and above 200%
At the time that Target Awards are determined, the Committee may
specify that the Performance Percentage attributable to any one or more
portions of a Participant's Target Award may not exceed the Performance
Percentage attributable to any other portion of the Participant's Target Award.
In the event such specification is made, actual Award payouts shall be
determined accordingly.
2
3
Section 2.5 Limitations on Awards.
The aggregate amount of all Awards under the Plan to any Participant
for any Performance Period shall not exceed $1,000,000.
Section 2.6 Payment of Awards.
Payment of Awards shall be made by the Company or the applicable
employer subsidiary as soon as administratively practical following the
certification by the Committee of the extent to which the applicable
Performance Targets have been achieved and the determination of the actual
Awards in accordance with Sections 2.4 and 2.5. All Awards under the Plan are
subject to withholding, where applicable, for federal, state and local taxes.
Section 2.7 Adjustment of Awards.
In the event of the occurrence during the Performance Period of any
recapitalization, reorganization, merger, acquisition, divestiture,
consolidation, spin-off, split-off, combination, liquidation, dissolution, sale
of assets, other similar corporate transaction or event, any changes in
applicable tax laws or accounting principles, or any unusual, extraordinary or
nonrecurring events involving the Company which distorts the performance
criteria applicable to any Performance Target, the Committee shall adjust the
calculation of the performance criteria, and the applicable Performance Targets
as is necessary to prevent reduction or enlargement of Participants' Awards
under the Plan for such Performance Period attributable to such transaction or
event. Such adjustments shall be conclusive and binding for all purposes.
ARTICLE III
MISCELLANEOUS
Section 3.1 No Rights to Awards or Continued Employment.
No employee of the Company or any of its subsidiaries shall have any
claim or right to receive Awards under the Plan. Neither the Plan nor any
action taken under the Plan shall be construed as giving any employee any right
to be retained by the Company or any subsidiary of the Company.
Section 3.2 No Limits on Other Awards and Plans.
Nothing contained in this Plan shall prohibit the Company or any of
its subsidiaries from establishing other special awards or incentive
compensation plans providing for the payment of incentive compensation to
employees of the Company and its subsidiaries, including any Participants.
Section 3.3 Restriction on Transfer.
The rights of a Participant with respect to Awards under the Plan
shall not be transferable by the Participant otherwise than by will or the laws
of descent and distribution.
3
4
Section 3.4 Source of Payments.
The Company and its subsidiaries shall not have any obligation to
establish any separate fund or trust or other segregation of assets to provide
for payments under the Plan. To the extent any person acquires any rights to
receive payments hereunder from the Company or any of its subsidiaries, such
rights shall be no greater than those of an unsecured creditor.
Section 3.5 Effective Date; Term; Amendment.
The Plan is effective as of June 19, 1996, subject to approval by the
Company's shareholders at the Company's 1996 annual meeting of shareholders,
and shall remain in effect until such time as it shall be terminated by the
Board of Directors of the Company. If approval of the Plan meeting the
requirements of Section 162(m) of the Code is not obtained at the 1996 annual
meeting of shareholders of the Company, then the Plan shall not be effective
and any Award made on or after June 19, 1996, shall be void ab initio. The
Board of Directors may at any time and from time to time alter, amend, suspend
or terminate the Plan in whole or in part.
Section 3.6 Prohibited or Unenforceable Provisions.
Any provision of the Plan that is prohibited or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of the Plan.
Section 3.7 Section 162(m) Provisions.
Any Awards under the Plan shall be subject to the applicable
restrictions imposed by Code Section 162(m) and the Treasury Regulations
promulgated thereunder, notwithstanding any other provisions of the Plan to the
contrary.
Section 3.8 Governing Law.
The Plan and all rights and Awards hereunder shall be construed in
accordance with and governed by the laws of the State of Missouri.
4