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Exhibit 10.6
H&R BLOCK EXECUTIVE PERFORMANCE PLAN
(AS AMENDED)
ARTICLE I. GENERAL
SECTION 1.1 PURPOSE
The purpose of the H&R Block Executive Performance 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
whom 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, (b) target awards
("Target
Awards") for each Participant, which shall be a specified dollar
amount, and (c)
schedules or other objective methods for determining the applicable
performance
percentage ("Performance Percentage") to be multiplied by each
portion of the
Target Award to which a Performance
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Target relates in arriving at the actual Award payout amount
pursuant to Section
2.4 ("Performance Schedules"). The Committee shall specify the
Performance
Targets applicable to each Participant for each Performance Period
and shall
further specify the portion of the Target Award to which each
Performance Target
shall apply. In no event shall a Performance Schedule include a
Performance
Percentage in excess of 200%.
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, (g) return on
equity, (h) return
on capital, and (i) 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 cont
