H&R BLOCK, INC.
2008 DEFERRED STOCK UNIT PLAN FOR OUTSIDE DIRECTORS
Purposes . The purposes of this 2008 Deferred Stock Unit
Plan for Outside Directors are to attract, retain and reward
experienced and qualified directors who are not employees of the
Company or any Subsidiary of the Company, and to secure for the
Company and its shareholders the benefits of stock ownership in the
Company by those directors.
(a) “Account”
shall mean a recordkeeping account for each Recipient reflecting
the number of Deferred Stock Units credited to such a
Recipient.
(b) “Beneficiary”
or “Beneficiaries” shall mean the persons or trusts
designated by a Recipient in writing pursuant to Section 10(a) of
the Plan as being entitled to receive any benefit payable under the
Plan by reason of the death of a Recipient, or, in the absence of
such designation, the persons specified in Section 10(b) of the
Plan.
(c) “Board
of Directors” shall mean the board of directors of the
Company.
(d) “Closing
Price” shall mean the last reported market price for one
share of Common Stock, regular way, on the New York Stock Exchange
(or any successor exchange or stock market on which such last
reported market price is reported) on the day in question. If such
exchange or market is closed on the day on which Closing Price is
to be determined or if there were no sales reported on such date,
Closing Price shall be computed as of the last date preceding such
date on which such exchange or market was open and a sale was
reported.
(e) “Code”
shall mean the Internal Revenue Code of 1986, as
amended.
(f) “Common
Stock” shall mean the common stock, without par value, of the
Company.
(g) “Company”
shall mean H&R Block, Inc., a Missouri corporation.
(h) “Deferred
Stock Unit” shall mean the unit of measurement of a
Recipient’s interest in the Plan.
(i) “Director”
shall mean a member of the Board of Directors of the Company or a
member of the Board of Directors of any Subsidiary of the Company,
as the case may be. With respect only to awards made within thirty
(30) days after initial approval of this Plan by shareholders
of the Company, Director shall include an individual who was a
Director in June, 2008 and whose term expired at the 2008 annual
meeting of shareholders at which this Plan was initially
approved.
(j) “Outside
Director” shall mean a Director who is not an employee of the
Company on the date of grant of the Deferred Stock Unit. As used
herein, “employee of the
Company”
means any full-time employee of the Company, its subsidiaries and
their respective divisions, departments and subsidiaries and the
respective divisions, departments and subsidiaries of such
subsidiaries who is employed at least thirty-five (35) hours a
week; provided, however, it is expressly understood that an
employee of the Company does not include independent contractors or
other persons not otherwise employed by the Company or any
Subsidiary of the Company but who provide legal, accounting,
investment banking or other professional services to the Company or
any Subsidiary of the Company.
(k) “Plan”
shall mean this 2008 Deferred Stock Unit Plan for Outside
Directors, as the same may be amended from time to time.
(l) “Recipient”
shall mean an Outside Director of the Company or any Subsidiary of
the Company who has been granted a Deferred Stock Unit under the
Plan or any person who succeeds to the rights of such Outside
Director under this Plan by reason of the death of such Outside
Director.
(m) “Related
Company” shall mean (i) any corporation that is a member
of a controlled group of corporations (as defined in Section 414(b)
of the Code) that includes that Company; and (ii) any trade or
business (whether or not incorporated) that is under common control
(as defined in Section 414(c) of the Code) with the Company (for
purposes of applying Sections 414(b) and (c) of the Code,
twenty-five percent (25%) is substituted for the eighty percent
(80%) ownership level).
(n) “Separation
from Service” shall mean that a Director ceases to be a
Director and it is not anticipated that the individual will
thereafter perform services for the Company or a Related Company.
For this purpose, services provided as an employee are disregarded
if this Plan is not aggregated with any plan in which a Director
participates as an employee pursuant to Treasury Regulation section
1.409A-1(c)(2)(ii).
(o) “Subsidiary
of the Company” shall mean a subsidiary of the Company, its
divisions, departments, and subsidiaries and the respective
divisions, departments and subsidiaries of such
subsidiaries.
Administration of the Plan
. The Plan may be administered by
the Board of Directors. A majority of the Board of Directors shall
constitute a quorum and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts
approved in writing by all members of the Board of Directors, shall
be valid acts of the Board of Directors.
The Board of
Directors shall have full power and authority to construe,
interpret and administer the Plan and, subject to the other
provisions of this Plan, to make determinations which shall be
final, conclusive and binding upon all persons, including, without
limitation, the Company, the shareholders of the Company, the Board
of Directors, the Recipients and any persons having any interest in
any Deferred Stock Units which may be granted under this Plan. The
Board of Directors shall impose such additional conditions upon
Deferred Stock Units granted under this Plan and the exercise
thereof as may from time to time be deemed necessary or advisable,
in the opinion of counsel to the Company, to comply with applicable
laws and regulations. The Board of Directors from time to time may
adopt rules and regulations for
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carrying out
the Plan and written policies for implementation of the Plan. Such
policies may include, but need not be limited to, the type, size
and terms of Deferred Stock Units to be granted to Outside
Directors.
Awards . The Board of Directors may, in its sole and
absolute discretion, from time to time during the continuance of
the Plan, (i) determine which Outside Directors shall be
granted Deferred Stock Units under the Plan, (ii) grant
Deferred Stock Units to any Outside Directors so selected, (iii)
determine the date of grant, size and terms of Deferred Stock Units
to be granted to Outside Directors of any Subsidiary of the Company
(subject to Sections 7, 13 and 14 hereof, as the same may be
hereafter amended), and (iv) do all other things necessary and
proper to carry out the intentions of this Plan.
Eligibility . Deferred Stock Units may be granted to any
Outside Director; however, no Outside Director or other person
shall have any claim or right to be granted a Deferred Stock Unit
under the Plan.
Credits . The number of Deferred Stock Units credited to
a Recipient’s Account pursuant to an award shall equal the
dollar amount of the award divided by the Closing Price on the date
of award. If a cash dividend is paid on Common Stock, a
Recipient’s Account shall be credited with the number of
Deferred Stock Units equal to the amount of dividend that would
have been paid with respect to the Deferred Stock Units if they
were shares of Common Stock, divided by the Closing Price on the
date the dividends were paid. If a stock dividend is paid on Common
Stock, a Recipient’s Account shall be credited with the same
number of Deferred Stock Units as the number of shares of Common
Stock the Recipient would have received as a dividend if the
Deferred Stock Units credited to his Account were shares of Common
Stock.
Stock
Subject to the Plan .
The total number of shares of Common Stock issuable under this
P
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